UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549  
____________________
Form 10-K
[X]
 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2015
 
 
[    ]
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to
Commission File No. 001-12079
______________________
Calpine Corporation
(A Delaware Corporation)
I.R.S. Employer Identification No. 77-0212977
717 Texas Avenue, Suite 1000, Houston, Texas 77002
Telephone: (713) 830-2000
Not Applicable
(Former Address)
Securities registered pursuant to Section 12(b) of the Act:
Calpine Corporation Common Stock, $0.001 Par Value
Name of each exchange on which registered:
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.     Yes [X]     No [    ]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.     Yes [    ]     No [X]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes [X]     No [    ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes [X]     No [    ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.     [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer, “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [X]
 
Accelerated filer  [    ]                
Non-accelerated filer  [    ]
 
Smaller reporting company  [    ]
(Do not check if a smaller reporting company)
 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).     Yes [    ]     No [X]
State the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2015, the last business day of the registrant’s most recently completed second fiscal quarter: approximately $6,445 million.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: Calpine Corporation: 356,660,646 shares of common stock, par value $0.001, were outstanding as of February 10, 2016.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the documents listed below have been incorporated by reference into the indicated parts of this Report, as specified in the responses to the item numbers involved.
Designated portions of the Proxy Statement relating to the 2016 Annual Meeting of Shareholders are incorporated by reference into Part III to the extent described therein.
 




CALPINE CORPORATION AND SUBSIDIARIES
FORM 10-K
ANNUAL REPORT
For the Year Ended December 31, 2015
TABLE OF CONTENTS
 
 
 
 
 
 
Page
 
 
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
 
 
 
 
 
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
 
 
 
 
 
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
 
 
 
 
 
Item 15.
 

i



DEFINITIONS
As used in this annual report for the year ended December 31, 2015 , the following abbreviations and terms have the meanings as listed below. Additionally, the terms “Calpine,” “we,” “us” and “our” refer to Calpine Corporation and its consolidated subsidiaries, unless the context clearly indicates otherwise. The term “Calpine Corporation” refers only to Calpine Corporation and not to any of its subsidiaries. Unless and as otherwise stated, any references in this Report to any agreement means such agreement and all schedules, exhibits and attachments in each case as amended, restated, supplemented or otherwise modified to the date of filing this Report.
ABBREVIATION
 
DEFINITION
 
 
 
2017 First Lien Notes
 
The $1.2 billion aggregate principal amount of 7.25% senior secured notes due 2017, issued October 21, 2009, and repaid in a series of transactions on November 7, 2012, October 31, 2013 and December 2, 2013
 
 
 
2018 First Lien Term Loans
 
Collectively, the $1.3 billion first lien senior secured term loan dated March 9, 2011 and the $360 million first lien senior secured term loan dated June 17, 2011, in each case repaid on May 28, 2015
 
 
 
2019 First Lien Notes
 
The $400 million aggregate principal amount of 8.0% senior secured notes due 2019, issued May 25, 2010, and repaid in a series of transactions on November 7, 2012, December 2, 2013 and July 22, 2014
 
 
 
2019 First Lien Term Loan
 
The $835 million first lien senior secured term loan, dated October 9, 2012, among Calpine Corporation, as borrower, the lenders party thereto, Morgan Stanley Senior Funding, Inc., as administrative agent and Goldman Sachs Credit Partners L.P., as collateral agent
 
 
 
2020 First Lien Notes
 
The $1.1 billion aggregate principal amount of 7.875% senior secured notes due 2020, issued July 23, 2010, and repaid in a series of transactions on November 7, 2012, December 2, 2013 and July 22, 2014
 
 
 
2020 First Lien Term Loan
 
The $390 million first lien senior secured term loan, dated October 23, 2013, among Calpine Corporation, as borrower, the lenders party thereto, Citibank, N.A., as administrative agent and Goldman Sachs Credit Partners L.P., as collateral agent
 
 
 
2021 First Lien Notes
 
The $2.0 billion aggregate principal amount of 7.5% senior secured notes due 2021, issued October 22, 2010, and repaid in a series of transactions on November 7, 2012, December 2, 2013 and July 22, 2014
 
 
 
2022 First Lien Notes
 
The $750 million aggregate principal amount of 6.0% senior secured notes due 2022, issued October 31, 2013
 
 
 
2022 First Lien Term Loan
 
The $1.6 billion first lien senior secured term loan, dated May 28, 2015, among Calpine Corporation, as borrower, the lenders party thereto, Morgan Stanley Senior Funding, Inc., as administrative agent and Goldman Sachs Credit Partners L.P., as collateral agent
 
 
 
2023 First Lien Notes
 
The $1.2 billion aggregate principal amount of 7.875% senior secured notes due 2023, issued January 14, 2011, and partially repaid in a series of transactions on November 7, 2012, December 2, 2013, December 4, 2014 and December 7, 2015
 
 
 
2023 First Lien Term Loan
 
The $550 million first lien senior secured term loan, dated December 15, 2015, among Calpine Corporation, as borrower, the lenders party thereto, Morgan Stanley Senior Funding, Inc., as administrative agent and Goldman Sachs Credit Partners L.P., as collateral agent
 
 
 
2023 Senior Unsecured Notes
 
The $1.25 billion aggregate principal amount of 5.375% senior unsecured notes due 2023, issued July 22, 2014
 
 
 
2024 First Lien Notes
 
The $490 million aggregate principal amount of 5.875% senior secured notes due 2024, issued October 31, 2013
 
 
 
2024 Senior Unsecured Notes
 
The $650 million aggregate principal amount of 5.5% senior unsecured notes due 2024, issued February 3, 2015
 
 
 

ii



ABBREVIATION
 
DEFINITION
 
 
 
2025 Senior Unsecured Notes
 
The $1.55 billion aggregate principal amount of 5.75% senior unsecured notes due 2025, issued July 22, 2014
 
 
 
AB 32
 
California Assembly Bill 32
 
 
 
Adjusted EBITDA
 
EBITDA as adjusted for the effects of (a) impairment charges, (b) major maintenance expense, (c) operating lease expense, (d) gains or losses on commodity derivative mark-to-market activity, (e) adjustments to reflect only the Adjusted EBITDA from our unconsolidated investments, (f) adjustments to exclude the Adjusted EBITDA related to the noncontrolling interest, (g) stock-based compensation expense, (h) gains or losses on sales, dispositions or retirements of assets, (i) non-cash gains and losses from foreign currency translations, (j) gains or losses on the repurchase, modification or extinguishment of debt, (k) non-cash GAAP-related adjustments to levelize revenues from tolling agreements and (l) other extraordinary, unusual or non-recurring items
 
 
 
AOCI
 
Accumulated Other Comprehensive Income
 
 
 
Average availability
 
Represents the total hours during the period that our plants were in-service or available for service as a percentage of the total hours in the period
 
 
 
Average capacity factor, excluding peakers
 
A measure of total actual power generation as a percent of total potential power generation. It is calculated by dividing (a) total MWh generated by our power plants, excluding peakers, by (b) the product of multiplying (i) the average total MW in operation, excluding peakers, during the period by (ii) the total hours in the period
 
 
 
Bcf
 
Billion cubic feet
 
 
 
Btu
 
British thermal unit(s), a measure of heat content
 
 
 
CAA
 
Federal Clean Air Act, U.S. Code Title 42, Chapter 85
 
 
 
CAIR
 
Clean Air Interstate Rule
 
 
 
CAISO
 
California Independent System Operator
 
 
 
Calpine Equity Incentive Plans
 
Collectively, the Director Plan and the Equity Plan, which provide for grants of equity awards to Calpine non-union employees and non-employee members of Calpine’s Board of Directors
 
 
 
Cap-and-Trade
 
A government imposed emissions reduction program that would place a cap on the amount of emissions that can be emitted from certain sources, such as power plants. In its simplest form, the cap amount is set as a reduction from the total emissions during a base year and for each year over a period of years the cap amount would be reduced to achieve the targeted overall reduction by the end of the period. Allowances or credits for emissions in an amount equal to the cap would be issued or auctioned to companies with facilities, permitting them to emit up to a certain amount of emissions during each applicable period. After allowances have been distributed or auctioned, they can be transferred or traded
 
 
 
CARB
 
California Air Resources Board
 
 
 
CCFC
 
Calpine Construction Finance Company, L.P., an indirect, wholly-owned subsidiary of Calpine
 
 
 
CCFC Notes
 
The $1.0 billion aggregate principal amount of 8.0% senior secured notes due 2016 issued May 19, 2009 by CCFC and CCFC Finance Corp and repaid on June 3, 2013
 
 
 
CCFC Term Loans
 
Collectively, the $900 million first lien senior secured term loan and the $300 million first lien senior secured term loan entered into on May 3, 2013, and the $425 million first lien senior secured term loan entered into on February 26, 2014, between CCFC, as borrower, and Goldman Sachs Lending Partners, LLC, as administrative agent and as collateral agent, and the lenders party thereto
 
 
 

iii



ABBREVIATION
 
DEFINITION
 
 
 
CDHI
 
Calpine Development Holdings, Inc., an indirect, wholly-owned subsidiary of Calpine
 
 
 
CFTC
 
Commodities Futures Trading Commission
 
 
 
Champion Energy
 
Champion Energy Marketing, LLC, which owns a retail electric provider that serves residential, governmental, commercial and industrial customers in deregulated electricity markets in Texas, Illinois, Pennsylvania, Ohio, New Jersey, Maryland, Massachusetts and New York
 
 
 
Chapter 11
 
Chapter 11 of the U.S. Bankruptcy Code
 
 
 
CO 2
 
Carbon dioxide
 
 
 
COD
 
Commercial operations date
 
 
 
Cogeneration
 
Using a portion or all of the steam generated in the power generating process to supply a customer with steam for use in the customer's operations
 
 
 
Commodity expense
 
The sum of our expenses from fuel and purchased energy expense, fuel transportation expense, transmission expense, environmental compliance expense and realized settlements from our marketing, hedging and optimization activities including natural gas and fuel oil transactions hedging future power sales, but excludes our mark-to-market activity
 
 
 
Commodity Margin
 
Non-GAAP financial measure that includes power and steam revenues, sales of purchased power and physical natural gas, capacity revenue, REC revenue, sales of surplus emission allowances, transmission revenue and expenses, fuel and purchased energy expense, fuel transportation expense, environmental compliance expense, and realized settlements from our marketing, hedging, optimization and trading activities, but excludes our mark-to-market activity and other revenues
 
 
 
Commodity revenue
 
The sum of our revenues from power and steam sales, sales of purchased power and physical natural gas, capacity revenue, REC revenue, sales of surplus emission allowances, transmission revenue and realized settlements from our marketing, hedging, optimization and trading activities, but excludes our mark-to-market activity
 
 
 
Company
 
Calpine Corporation, a Delaware corporation, and its subsidiaries
 
 
 
Corporate Revolving Facility
 
The $1.7 billion aggregate amount revolving credit facility credit agreement, dated as of December 10, 2010, as amended on June 27, 2013, July 30, 2014 and February 8, 2016, among Calpine Corporation, Goldman Sachs Bank USA, as administrative agent, Goldman Sachs Credit Partners L.P., as collateral agent, the lenders party thereto and the other parties thereto
 
 
 
CPUC
 
California Public Utilities Commission
 
 
 
CSAPR
 
Cross-State Air Pollution Rule
 
 
 
D.C. Circuit
 
U.S. Court of Appeals for the District of Columbia Circuit
 
 
 
Director Plan
 
The Amended and Restated Calpine Corporation 2008 Director Incentive Plan
 
 
 
Dodd-Frank Act
 
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010
 
 
 
EBITDA
 
Net income (loss) attributable to Calpine before net (income) loss attributable to the noncontrolling interest, interest, taxes, depreciation and amortization
 
 
 
EIA
 
Energy Information Administration of the U.S. Department of Energy
 
 
 
EPA
 
U.S. Environmental Protection Agency

iv



ABBREVIATION
 
DEFINITION
 
 
 
 
 
 
Equity Plan
 
The Amended and Restated Calpine Corporation 2008 Equity Incentive Plan
 
 
 
ERCOT
 
Electric Reliability Council of Texas
 
 
 
EWG(s)
 
Exempt wholesale generator(s)
 
 
 
Exchange Act
 
U.S. Securities Exchange Act of 1934, as amended
 
 
 
FASB
 
Financial Accounting Standards Board
 
 
 
FDIC
 
U.S. Federal Deposit Insurance Corporation
 
 
 
FERC
 
U.S. Federal Energy Regulatory Commission
 
 
 
First Lien Notes
 
Collectively, the 2022 First Lien Notes, the 2023 First Lien Notes and the 2024 First Lien Notes
 
 
 
First Lien Term Loans
 
Collectively, the 2019 First Lien Term Loan, the 2020 First Lien Term Loan, the 2022 First Lien Term Loan and the 2023 First Lien Term Loan
 
 
 
FRCC
 
Florida Reliability Coordinating Council
 
 
 
GE
 
General Electric International, Inc.
 
 
 
Geysers Assets
 
Our geothermal power plant assets, including our steam extraction and gathering assets, located in northern California consisting of 14 operating power plants
 
 
 
GHG(s)
 
Greenhouse gas(es), primarily carbon dioxide (CO 2 ), and including methane (CH4), nitrous oxide (N2O), sulfur hexafluoride (SF6), hydrofluorocarbons (HFCs) and perfluorocarbons (PFCs)
 
 
 
Greenfield LP
 
Greenfield Energy Centre LP, a 50% partnership interest between certain of our subsidiaries and a third party which operates the Greenfield Energy Centre, a 1,038 MW natural gas-fired, combined-cycle power plant in Ontario, Canada
 
 
 
Heat Rate(s)
 
A measure of the amount of fuel required to produce a unit of power
Hg
 
Mercury
 
 
 
IRC
 
Internal Revenue Code
 
 
 
IRS
 
U.S. Internal Revenue Service
 
 
 
ISO(s)
 
Independent System Operator(s)
 
 
 
ISO-NE
 
ISO New England Inc., an independent nonprofit RTO serving states in the New England area, including Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island and Vermont
 
 
 
KWh
 
Kilowatt hour(s), a measure of power produced, purchased or sold
 
 
 
LIBOR
 
London Inter-Bank Offered Rate
 
 
 
LTSA(s)
 
Long-Term Service Agreement(s)
 
 
 
Market Heat Rate(s)
 
The regional power price divided by the corresponding regional natural gas price
 
 
 
MATS
 
Mercury and Air Toxics Standard

v



ABBREVIATION
 
DEFINITION
 
 
 
 
 
 
MISO
 
Midwest ISO
 
 
 
MMBtu
 
Million Btu
 
 
 
MRO
 
Midwest Reliability Organization
 
 
 
MW
 
Megawatt(s), a measure of plant capacity
 
 
 
MWh
 
Megawatt hour(s), a measure of power produced, purchased or sold
 
 
 
NAAQS
 
National Ambient Air Quality Standards
 
 
 
NERC
 
North American Electric Reliability Council
 
 
 
NOL(s)
 
Net operating loss(es)
 
 
 
NOx
 
Nitrogen oxides
 
 
 
NPCC
 
Northeast Power Coordinating Council
 
 
 
NYISO
 
New York ISO
 
 
 
NYMEX
 
New York Mercantile Exchange
 
 
 
NYSE
 
New York Stock Exchange
 
 
 
OCI
 
Other Comprehensive Income
 
 
 
OMEC
 
Otay Mesa Energy Center, LLC, an indirect, wholly-owned subsidiary of Calpine that owns the Otay Mesa Energy Center, a 608 MW natural gas-fired, combined-cycle power plant located in San Diego county, California
 
 
 
OTC
 
Over-the-Counter
 
 
 
PG&E
 
Pacific Gas & Electric Company
 
 
 
PJM
 
PJM Interconnection is a RTO that coordinates the movement of wholesale electricity in all or parts of Delaware, Illinois, Indiana, Kentucky, Maryland, Michigan, New Jersey, North Carolina, Ohio, Pennsylvania, Tennessee, Virginia, West Virginia and the District of Columbia
 
 
 
PPA(s)
 
Any term power purchase agreement or other contract for a physically settled sale (as distinguished from a financially settled future, option or other derivative or hedge transaction) of any power product, including power, capacity and/or ancillary services, in the form of a bilateral agreement or a written or oral confirmation of a transaction between two parties to a master agreement, including sales related to a tolling transaction in which the purchaser provides the fuel required by us to generate such power and we receive a variable payment to convert the fuel into power and steam
 
 
 
PSD
 
Prevention of Significant Deterioration
 
 
 
PUCT
 
Public Utility Commission of Texas
 
 
 
PUHCA 2005
 
U.S. Public Utility Holding Company Act of 2005
 
 
 
PURPA
 
U.S. Public Utility Regulatory Policies Act of 1978
 
 
 

vi



ABBREVIATION
 
DEFINITION
 
 
 
QF(s)
 
Qualifying facility(ies), which are cogeneration facilities and certain small power production facilities eligible to be “qualifying facilities” under PURPA, provided that they meet certain power and thermal energy production requirements and efficiency standards. QF status provides an exemption from the books and records requirement of PUHCA 2005 and grants certain other benefits to the QF
 
 
 
REC(s)
 
Renewable energy credit(s)
 
 
 
Report
 
This Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on February 12, 2016
 
 
 
Reserve margin(s)
 
The measure of how much the total generating capacity installed in a region exceeds the peak demand for power in that region
 
 
 
RFC
 
Reliability First Corporation
 
 
 
RGGI
 
Regional Greenhouse Gas Initiative
 
 
 
Risk Management Policy
 
Calpine’s policy applicable to all employees, contractors, representatives and agents, which defines the risk management framework and corporate governance structure for commodity risk, interest rate risk, currency risk and other risks
 
 
 
RMR Contract(s)
 
Reliability Must Run contract(s)
 
 
 
RPS
 
Renewable Portfolio Standard
 
 
 
RTO(s)
 
Regional Transmission Organization(s)
 
 
 
SEC
 
U.S. Securities and Exchange Commission
 
 
 
Securities Act
 
U.S. Securities Act of 1933, as amended
 
 
 
Senior Unsecured Notes
 
Collectively, the 2023 Senior Unsecured Notes, the 2024 Senior Unsecured Notes and the 2025 Senior Unsecured Notes
 
 
 
SERC
 
Southeastern Electric Reliability Council
 
 
 
SO 2
 
Sulfur dioxide
 
 
 
Spark Spread(s)
 
The difference between the sales price of power per MWh and the cost of natural gas to produce it
 
 
 
Steam Adjusted Heat Rate
 
The adjusted Heat Rate for our natural gas-fired power plants, excluding peakers, calculated by dividing (a) the fuel consumed in Btu reduced by the net equivalent Btu in steam exported to a third party by (b) the KWh generated. Steam Adjusted Heat Rate is a measure of fuel efficiency, so the lower our Steam Adjusted Heat Rate, the lower our cost of generation
 
 
 
Steamboat
 
Calpine Steamboat Holdings, LLC, an indirect, wholly-owned subsidiary of Calpine Corporation
 
 
 
TCEQ
 
Texas Commission on Environmental Quality
 
 
 
TRE
 
Texas Reliability Entity, Inc.
 
 
 
TSR
 
Total shareholder return
 
 
 
U.S. GAAP
 
Generally accepted accounting principles in the U.S.
 
 
 
VAR
 
Value-at-risk
 
 
 
VIE(s)
 
Variable interest entity(ies)

vii



ABBREVIATION
 
DEFINITION
 
 
 
 
 
 
WECC
 
Western Electricity Coordinating Council
 
 
 
Whitby
 
Whitby Cogeneration Limited Partnership, a 50% partnership interest between certain of our subsidiaries and a third party which operates Whitby, a 50 MW natural gas-fired, simple-cycle cogeneration power plant located in Ontario, Canada


viii



Forward-Looking Statements

This Report contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Exchange Act. Forward-looking statements may appear throughout this Report, including without limitation, the “Management’s Discussion and Analysis” section. We use words such as “believe,” “intend,” “expect,” “anticipate,” “plan,” “may,” “will,” “should,” “estimate,” “potential,” “project” and similar expressions to identify forward-looking statements. Such statements include, among others, those concerning our expected financial performance and strategic and operational plans, as well as all assumptions, expectations, predictions, intentions or beliefs about future events. You are cautioned that any such forward-looking statements are not guarantees of future performance and that a number of risks and uncertainties could cause actual results to differ materially from those anticipated in the forward-looking statements. Such risks and uncertainties include, but are not limited to:
Financial results that may be volatile and may not reflect historical trends due to, among other things, seasonality of demand, fluctuations in prices for commodities such as natural gas and power, changes in U.S. macroeconomic conditions, fluctuations in liquidity and volatility in the energy commodities markets and our ability and extent to which we hedge risks;
Laws, regulations and market rules in the markets in which we participate and our ability to effectively respond to changes in laws, regulations or market rules or the interpretation thereof including those related to the environment, derivative transactions and market design in the regions in which we operate;
Our ability to manage our liquidity needs, access the capital markets when necessary and comply with covenants under our Senior Unsecured Notes, First Lien Notes, First Lien Term Loans, Corporate Revolving Facility, CCFC Term Loans and other existing financing obligations;
Risks associated with the operation, construction and development of power plants, including unscheduled outages or delays and plant efficiencies;
Risks related to our geothermal resources, including the adequacy of our steam reserves, unusual or unexpected steam field well and pipeline maintenance requirements, variables associated with the injection of water to the steam reservoir and potential regulations or other requirements related to seismicity concerns that may delay or increase the cost of developing or operating geothermal resources;
Competition, including renewable sources of power and risks associated with marketing and selling power in the evolving energy markets;
Structural changes in the supply and demand of power, resulting from the development of new fuels or technologies and demand-side management tools (such as distributed generation, power storage and other technologies);
The expiration or early termination of our PPAs and the related results on revenues;
Future capacity revenue may not occur at expected levels;
Natural disasters, such as hurricanes, earthquakes, droughts, wildfires and floods, acts of terrorism or cyber attacks that may impact our power plants or the markets our power plants or retail operations serve and our corporate headquarters;
Disruptions in or limitations on the transportation of natural gas or fuel oil and the transmission of power;
Our ability to manage our customer and counterparty exposure and credit risk, including our commodity positions;
Our ability to attract, motivate and retain key employees;
Present and possible future claims, litigation and enforcement actions that may arise from noncompliance with market rules promulgated by the SEC, CFTC, FERC and other regulatory bodies; and
Other risks identified in this Report.

Given the risks and uncertainties surrounding forward-looking statements, you should not place undue reliance on these statements. Many of these factors are beyond our ability to control or predict. Our forward-looking statements speak only as of the date of this Report. Other than as required by law, we undertake no obligation to update or revise forward-looking statements, whether as a result of new information, future events, or otherwise.

1



Where You Can Find Other Information
Our website is www.calpine.com. Information contained on our website is not part of this Report. Information that we furnish or file with the SEC, including our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to, or exhibits included in, these reports are available for download, free of charge, on our website as soon as reasonably practicable after such materials are filed with or furnished to the SEC. Our SEC filings, including exhibits filed therewith, are also available on the SEC’s website at www.sec.gov. You may obtain and copy any document we furnish or file with the SEC at the SEC’s public reference room at 100 F Street, NE, Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the SEC’s public reference facilities by calling the SEC at 1-800-SEC-0330. You may request copies of these documents, upon payment of a duplicating fee, by writing to the SEC at its principal office at 100 F Street, NE, Room 1580, Washington, D.C. 20549.

2



PART I

Item 1.
Business
BUSINESS AND STRATEGY
Business
We are a premier power producer with 84 power plants, including one under construction, located in competitive wholesale power markets primarily in the U.S. We measure our success by delivering long-term shareholder value. We accomplish this through our focus on operational excellence at our power plants and in our commercial activity and through our disciplined approach to capital allocation that includes investing in growth, returning money to shareholders, and prudently managing our balance sheet.
Our capital allocation philosophy seeks to maximize levered cash returns to equity on a per share basis while maintaining a strong balance sheet. We consider the repurchases of our own shares of common stock as an attractive investment opportunity, and we utilize the expected returns from this investment as the benchmark against which we evaluate all other capital allocation decisions. We believe this philosophy closely aligns our objectives with those of our shareholders.
We are one of the largest power generators in the U.S. measured by power produced. We own and operate primarily natural gas-fired and geothermal power plants in North America and have a significant presence in major competitive wholesale power markets in California (included in our West segment), Texas (included in our Texas segment) and the Northeast and Mid-Atlantic regions (included in our East segment) of the U.S. Since our inception in 1984, we have been a leader in environmental stewardship. We have invested in clean power generation to become a recognized leader in developing, constructing, owning and operating an environmentally responsible portfolio of flexible and reliable power plants. Our portfolio is primarily comprised of two types of power generation technologies: natural gas-fired combustion turbines, which are primarily efficient combined-cycle plants, and renewable geothermal conventional steam turbines. We are among the world’s largest owners and operators of industrial gas turbines as well as cogeneration power plants. Our Geysers Assets located in northern California represent the largest geothermal power generation portfolio in the U.S. as well as the largest single producing power generation asset of all renewable energy in the state of California.
We sell power, steam, capacity, renewable energy credits and ancillary services to our customers, which include utilities, independent electric system operators, industrial and agricultural companies, retail power providers, municipalities and other governmental entities, power marketers as well as retail commercial, industrial and residential customers. Effective after the October 1, 2015 acquisition, we entered the retail market in scale through our retail subsidiary, Champion Energy. We purchase primarily natural gas and some fuel oil as fuel for our power plants and engage in related natural gas transportation and storage transactions. We purchase electric transmission rights to deliver power to our customers. Additionally, consistent with our Risk Management Policy, we enter into natural gas, power, environmental product, fuel oil and other physical and financial contracts to hedge certain business risks and optimize our portfolio of power plants. Seasonality and weather can have a significant impact on our results of operations and are also considered in our hedging and optimization activities.
Subsequent to the completion of our purchase of Granite Ridge Energy Center on February 5, 2016, our portfolio, including partnership interests, consists of 84 power plants, including one under construction, located throughout 19 states in the U.S. and in Canada, with an aggregate current generation capacity of 27,282 MW and 760 MW under construction. Our fleet, including projects under construction, consists of 68 natural gas-fired combustion turbine-based plants, one fuel oil-fired steam-based plant, 14 geothermal steam turbine-based plants and one photovoltaic solar plant. In 2015, our fleet of power plants produced approximately 115 billion KWh of electric power for our customers. In addition, we are one of the largest consumers of natural gas in North America. In 2015, we consumed 878 Bcf or approximately 9% of the total estimated natural gas consumed for power generation in the U.S. We are actively working to build a pipeline of development and growth options for our generation capacity including both natural gas and renewables including geothermal. We also are actively seeking to continue to grow our wholesale and retail sales efforts.
We believe our unique fleet compares favorably with those of our major competition on the basis of environmental stewardship, scale and geographical diversity. The discovery and exploitation of natural gas from shale combined with our modern and efficient combined-cycle power plants has created short-term and long-term advantages. In the short-term, we are often the lowest cost resource to dispatch compared to other fuel types as demonstrated in recent years when we realized meaningfully higher capacity factors than we have historically given our ability to displace other fuel types and older technologies. In the long-term, when compared on a full life-cycle cost, we believe our power plants will be even more competitive when considering the greater non-fuel operating costs and potential environmental liabilities associated with other technologies.

3



The environmental profile of our power plants reflects our commitment to environmental leadership and stewardship. We have invested the capital necessary to develop a power generation portfolio that has substantially lower air emissions compared to our major competitors’ power plants that use other fossil fuels, such as coal. In addition, we strive to preserve our nation’s valuable water and land resources. To condense steam, our combined-cycle power plants use cooling towers with a closed water cooling system or air cooled condensers and do not employ “once-through” water cooling, which uses large quantities of water from adjacent waterways, negatively impacting aquatic life. Since our plants are modern and efficient and utilize cleaner burning natural gas, we do not require large areas of land for our power plants nor do we require large specialized landfills for the disposal of coal ash or nuclear plant waste. We believe that the Clean Power Plan, which requires a 32% reduction in GHG emissions from existing power plants, including our natural gas-fired power plants, from 2005 levels by 2030, will impact our competitors who use other fossil fuels or older, less efficient technologies, providing us with a net competitive advantage.
Our scale provides the opportunity to have meaningful regulatory input, to leverage our procurement efforts for better pricing, terms and conditions on our goods and services, and to develop and offer a wide array of products and services to our customers. Finally, geographic diversity helps us manage and mitigate the impact of weather, regulatory and regional economic differences across our markets to provide more consistent financial performance.
Our principal offices and retail affiliate are located in Houston, Texas with regional offices in Dublin, California and Wilmington, Delaware, an engineering, construction and maintenance services office in Pasadena, Texas and government affairs offices in Washington D.C., Sacramento, California and Austin, Texas. We operate our business through a variety of divisions, subsidiaries and affiliates.
Strategy
Our goal is to be recognized as the premier power generation company in the U.S. as measured by our employees, shareholders, customers and policy-makers as well as the communities in which our facilities are located. We seek to achieve sustainable growth through financially disciplined power plant development, construction, acquisition, operation and ownership. Our strategy to achieve this is reflected in the following five major initiatives listed below and subsequently described in further detail:
Focus on remaining a premier operating company;
Focus on managing and growing our portfolio;
Focus on our customer relationships;
Focus on advocacy and corporate responsibility; all of which culminate in
Focus on enhancing shareholder value.
1.
Focus on Remaining a Premier Operating Company  — Our objective is to be the “best-in-class” in regards to certain operational performance metrics, such as safety, availability, reliability, efficiency and cost management.
During 2015, our employees achieved a total recordable incident rate of 0.73 recordable injuries per 100 employees which places us in the first quartile performance for power generation companies with 1,000 or more employees.
Our entire fleet achieved a forced outage factor of 2.3% and a starting reliability of 98.3% during the year ended December 31, 2015.
During 2015, our outage services subsidiary completed 15 major inspections and nine hot gas path inspections.
For the past 15 years on average, our Geysers Assets have reliably generated approximately six million MWh of renewable power per year.
2.
Focus on Managing and Growing our Portfolio  — Our goal is to continue to grow our presence in core markets with an emphasis on acquisitions, expansions or modernizations of existing power plants. We intend to take advantage of favorable opportunities to continue to design, develop, acquire, construct and operate the next generation of highly efficient, operationally flexible and environmentally responsible power plants where such investment meets our rigorous financial hurdles, particularly if power contracts and financing are available and attractive returns are expected. Likewise, we actively seek to divest non-core assets where we can find opportunities to do so accretively. In addition, we believe that modernizations and expansions to our current assets offer proven and financially disciplined opportunities to improve our operations, capacity and efficiencies. During 2015 and through the filing of this Report, we strategically repositioned

4



our portfolio by adding capacity in our core regions and by divesting positions in non-core markets through the following transactions:
In June 2015, our Garrison Energy Center commenced commercial operations, bringing online approximately 309 MW of combined-cycle, natural gas-fired capacity with dual-fuel capability.
During the second quarter of 2015, we began construction of our 760 MW York 2 Energy Center and expect commercial operations to commence during the second quarter of 2017.
In July 2015, the sale of our Osprey Energy Center to Duke Energy Florida, Inc. for approximately $166 million, excluding working capital and other adjustments, was approved by the FERC and the Florida Public Service Commission. In accordance with the asset sale agreement, the sale will be consummated in January 2017 upon the conclusion of a 27-month PPA. This sale represents a strategic disposition of a power plant in a wholesale power market dominated by regulated utilities.
On October 1, 2015, we acquired Champion Energy for approximately $240 million, excluding working capital adjustments. The addition of this well-established retail sales organization is consistent with our stated goal of getting closer to our end-use customers and provides us a valuable sales channel for directly reaching a much greater portion of the load we seek to serve.
On February 5, 2016, we completed the purchase of Granite Ridge Energy Center, a power plant with a nameplate capacity of 745 MW (summer peaking capacity of 695 MW), for approximately $500 million, excluding working capital adjustments. The addition of this modern, efficient, natural gas-fired, combined-cycle power plant will increase capacity in our East segment, specifically the constrained New England market.
In addition, our significant ongoing projects under construction, growth initiatives and modernizations are discussed below:
Garrison Energy Center — We are in the early stages of development of a second phase of the Garrison Energy Center that will add approximately 430 MW of dual-fuel, combined-cycle capacity to our existing Garrison Energy Center. PJM has completed its feasibility study of the project and the system impact study is underway.
York 2 Energy Center — York 2 Energy Center is a 760 MW dual-fuel, combined-cycle project that will be co-located with our York Energy Center in Peach Bottom Township, Pennsylvania. Once complete, the power plant will feature two combustion turbines, two heat recovery steam generators and one steam turbine. The project’s capacity cleared PJM’s 2017/2018 and 2018/2019 base residual auctions. The project is now under construction, and we expect COD during the second quarter of 2017. PJM has completed the interconnection study process for an additional 68 MW of planned capacity at the York 2 Energy Center. This incremental 68 MW of planned capacity cleared the 2018/2019 base residual auction.
Guadalupe Peaking Energy Center — I n April 2015, we executed an agreement with Guadalupe Valley Electric Cooperative (“GVEC”) that will facilitate the construction of a 418 MW natural gas-fired peaking power plant to be co-located with our Guadalupe Energy Center. Under the terms of the agreement, construction of the Guadalupe Peaking Energy Center (“GPEC”) may commence at our discretion, so long as the power plant reaches COD by June 1, 2019. When the power plant begins commercial operation, GVEC will purchase a 50% ownership interest in GPEC. Once built, GPEC will feature two fast-ramping combustion turbines capable of responding to peaks in power demand. This project represents a mutually beneficial response to our customer’s desire to have direct access to peaking generation resources, as it leverages the benefits of our existing site and development rights and our construction and operating expertise, as well as our customer’s ability to fund its investment at attractive rates, all while affording us the flexibility of timing the plant’s construction in response to market pricing signals.
Mankato Power Plant Expansion — By order dated February 5, 2015, the Minnesota Public Utilities Commission concluded a competitive resource acquisition proceeding and selected a 345 MW expansion of our Mankato Power Plant, authorizing execution of a 20-year PPA between Calpine and Xcel Energy. The PPA was executed in April 2015 and remains subject to approval by the North Dakota Public Service Commission. Commercial operation of the expanded capacity may commence as early as 2019, subject to requisite regulatory approvals and applicable contract conditions.
PJM and ISO-NE Development Opportunities — We are currently evaluating opportunities to develop additional projects in the PJM and ISO-NE market areas that feature cost advantages such as existing infrastructure and favorable transmission queue positions. These projects are continuing to advance entitlements (such as permits, zoning and transmission) for their potential future development when economical.
Turbine Modernization We continue to move forward with our turbine modernization program. Through December 31, 2015 , we have completed the upgrade of 13 Siemens and eight GE turbines totaling approximately

5



210 MW and have committed to upgrade three additional turbines. In addition, we have begun a program to update our dual-fueled turbines at certain of our power plants in our East segment.
3.
Focus on our Customer Relationships  — We continue to focus on providing products and services that are beneficial to our customers. A summary of certain significant customer metrics and contracts entered into in 2015 are as follows:
Champion Energy
In 2015, Champion Energy, our retail electric provider, served approximately 22 million MWh of customer load consisting of approximately 2.1 million annualized residential customer equivalents at December 31, 2015, concentrated in Texas, the Northeast and Mid-Atlantic where Calpine has a substantial power generation presence.
West
We entered into a new PPA with Marin Clean Energy to provide up to 65 MW of power from our Delta Energy Center and other northern California power plants commencing in April 2015 and extending through December 2017.
Our ten-year PPA with Southern California Edison for 225 MW of capacity and renewable energy from our Geysers Assets commencing in June 2017 was approved by the CPUC in the first quarter of 2015.
We entered into a new ten-year PPA with Southern California Edison for 50 MW of capacity and renewable energy from our Geysers Assets commencing in January 2018. The PPA remains subject to approval by the CPUC.
We entered into a new one-year resource adequacy contract with SCE for 238 MW from our Pastoria Energy Center commencing in January 2018.
We entered into a new three-year PPA with the San Francisco Public Utilities Commission to provide, on average, approximately 43 MW of energy and renewable energy annually commencing in May 2016.
Texas
We entered into a new three-year PPA with Brazos Electric Power Cooperative to provide 300 MW of energy from our Texas power plant fleet commencing in January 2016.
We entered into a new three-year PPA with Pedernales Electric Cooperative to provide approximately 140 MW of energy from our Texas power plant fleet commencing in January 2017.
We entered into a new two-year PPA with Guadalupe Valley Electric Cooperative to provide approximately 270 MW of energy from our Texas power plant fleet commencing in June 2017. The execution of this PPA will facilitate the construction of a 418 MW natural gas-fired peaking power plant to be co-located with our Guadalupe Energy Center.
We extended our existing PPA with the South Texas Electric Cooperative to supply the Magic Valley Electric Cooperative’s full load requirements for ten years beyond 2021. Magic Valley Electric Cooperative’s peak summer load in 2015 was 490 MW.
East
We entered into a new 20-year PPA with Xcel Energy to provide up to 345 MW of capacity and energy from our Mankato Power Plant expansion when commercial operations commence and transmission-related upgrades have been completed.
We entered into a new ten-year PPA with the Tennessee Valley Authority to provide 615 MW of energy and capacity from our Morgan Energy Center commencing in February 2016.
4.
Focus on Advocacy and Corporate Responsibility  — We recognize that our business is heavily influenced by laws, regulations and rules at federal, state and local levels as well as by rules of the ISOs and RTOs that oversee the competitive markets in which we operate. We believe that being active participants in the legislative, regulatory and rulemaking processes may yield better outcomes for all stakeholders, including Calpine. Our two basic areas of focus are competitive wholesale power markets and environmental stewardship in power generation. Below are some recent examples of our advocacy efforts:
Ensuring Competitive Market Structure/Rules
Provided leadership in stakeholder processes at PJM on a new “Capacity Performance” product and at ISO-NE on its Pay-For-Performance initiatives, resulting in implementation of the FERC approved PJM Capacity Performance product and ISO-NE Pay-For-Performance capacity structure.
Our employees participated as invited panelists at FERC technical conferences regarding price formation and “out-of-market payments” in organized markets.

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Stopping Non-Competitive/Subsidized Generation
Successfully navigated a competitive generation supply bidding process in Florida, resulting in a contract for the acquisition of our Osprey Energy Center rather than a utility self-build as the most cost effective alternative for Florida ratepayers.
Successfully advocated for a competitive generation supply bidding process in Minnesota and succeeded in obtaining an order requiring the local utility to enter into a long-term PPA for new additional capacity at our Mankato Power Plant.
Provided leadership in the successful legal challenges against New Jersey for discriminatory behavior affecting FERC jurisdictional capacity auctions, resulting in a decision by the U.S. Circuit Court of Appeals for the Third Circuit striking New Jersey’s action as being in violation of U.S. law. Petitions for certiorari were filed with the U.S. Supreme Court, asking for review of the Third Circuit’s decision. In October 2015, the U.S. Supreme Court granted certiorari but has not scheduled the case for oral argument.
Successfully advocated against proposed legislation in California requiring investor owned utilities to contract for 500 MW of new geothermal resources that would have discriminated against our existing geothermal fleet.
Environmental
Filed a brief with the D.C. Circuit supporting the EPA’s MATS rules which were upheld by the Court.
Filed a brief with the U.S. Supreme Court supporting the EPA’s CSAPR rules which were upheld by the Court in a decision citing our brief.
Filed a brief with the U.S. Supreme Court supporting the EPA’s GHG air permit rules which were upheld in part by the Court citing our brief in its opinion.
Filed a brief with the D.C. Circuit supporting the EPA’s opposition to motions for stay of the Clean Power Plan; the D.C. Circuit denied the motions.
5.
Focus on Enhancing Shareholder Value  — We continue to make significant progress to deliver financially disciplined growth, to enhance shareholder value through disciplined capital allocation including the return of capital to shareholders and to manage the balance sheet for future growth and success. We are committed to remaining financially disciplined in our capital allocation decisions. The year ended December 31, 2015 was marked by the following accomplishments:
We continued to return capital to our shareholders in the form of share repurchases, having cumulatively repurchased approximately $2.8 billion or 29% of our previously outstanding shares as of the filing of this Report.
Specifically during 2015, we repurchased a total of 26.6 million shares of our outstanding common stock for approximately $ 529 million at an average price of $ 19.87 per share.
We further optimized our capital structure by refinancing, redeeming or amending several of our debt instruments during the year ended December 31, 2015 , and through the filing of this Report, including the following transactions:
In February 2015, we issued $650 million in aggregate principal amount of 5.5% senior unsecured notes due 2024 in a public offering and used the net proceeds to replenish cash on hand used for the acquisition of Fore River Energy Center in the fourth quarter of 2014, to repurchase approximately $147 million of our 2023 First Lien Notes and for general corporate purposes.
In May 2015, we repaid our 2018 First Lien Term Loans with the proceeds from the 2022 First Lien Term Loan which extended the maturity and reduced the interest rate on approximately $1.6 billion of corporate debt.
In November 2015, we refinanced and upsized our Steamboat project debt which lowered the interest rate and extended the maturity by two years to November 22, 2019.
In December 2015, we used cash on hand to redeem 10% of the original aggregate principal amount of our 2023 First Lien Notes, plus accrued and unpaid interest.
In December 2015, we entered into our 2023 First Lien Term Loan and will use the proceeds to fund a portion of the purchase price for the Granite Ridge Energy Center, to repay project and corporate debt and for general corporate purposes.
In December 2015, we entered into an agreement with one of the two lessors of our Pasadena Power Plant to purchase their 50% interest, which will result in a reduction of our project debt of approximately $50 million. The transaction is expected to close during the second quarter of 2016.

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On February 8, 2016, we amended our Corporate Revolving Facility, extending the maturity by two years to June 27, 2020, and increasing the capacity by an additional $178 million to $1,678 million through June 27, 2018, reverting back to $1,520 million through the maturity date. Further, we increased the letter of credit sublimit by $250 million to $1.0 billion and extended the maturity by two years to June 27, 2020.
THE MARKET FOR POWER
Our Power Markets and Market Fundamentals
The power industry represents one of the largest industries in the U.S. and impacts nearly every aspect of our economy, with an estimated end-user market of approximately $390 billion in power sales in 2015 according to the EIA. Historically, vertically integrated power utilities with monopolies over franchised territories dominated the power generation industry in the U.S. Over the last 25 years, industry trends and legislative and regulatory initiatives, culminating with the deregulation trend of the late 1990’s and early 2000’s, provided opportunities for wholesale power producers to compete to provide power. Although different regions of the country have very different models and rules for competition, the markets in which we operate have some form of wholesale market competition. California (included in our West segment), Texas (included in our Texas segment) and the Northeast and Mid-Atlantic regions (included in our East segment), which are the markets in which we have our largest presence, have emerged as among the most competitive wholesale power markets in the U.S. We also operate, to a lesser extent, in competitive wholesale power markets in the Southeast and the Midwest. In addition to our sales of electrical power and steam, we produce several ancillary products for sale to our customers.
First, we are a provider of power to utilities, independent electric system operators, industrial and agricultural companies, retail power providers, municipalities and other governmental entities, power marketers as well as retail commercial, industrial and residential customers. Effective after the October 1, 2015 acquisition, we entered the retail market in scale through our retail subsidiary, Champion Energy. Our power sales occur in several different product categories including baseload (around the clock generation), intermediate (generation typically more expensive than baseload and utilized during higher demand periods to meet shifting demand needs), and peaking energy (most expensive variable cost and utilized during the highest demand periods), for which the latter is provided by some of our stand-alone peaking power plants/units and from our combined-cycle power plants by using technologies such as steam injection or duct firing additional burners in the heat recovery steam generators. Many of our units have operated more frequently as baseload units at times when low natural gas prices have driven their production costs below those of some competing coal-fired units. We also sell “full requirements” electricity for wholesale and retail customers, whereby we utilize our power plants as well as market purchases to serve the total electricity demand of the customer even as it varies across time.
Second, we provide capacity for sale to utilities, independent electric system operators and retail power providers. In various markets, retail power providers (or independent electric system operators on their behalf) are required to demonstrate adequate resources to meet their power sales commitments. To meet this obligation, they procure a market product known as capacity from power plant owners or resellers. Most electricity market administrators have acknowledged that an energy only market does not provide sufficient revenues to enable existing merchant generators to recover all of their costs or to encourage the construction of new power plants. Capacity auctions have been implemented in the Northeast, Mid-Atlantic and certain Midwest regional markets to address this issue. California has a bilateral capacity program. Texas does not presently have a capacity market or a requirement for retailers to ensure adequate resources.
Third, we sell RECs from our Geysers Assets in northern California, as well as from our small solar power plant in New Jersey. California has an RPS that requires load serving entities to have RECs for a certain percentage of their demand for the purpose of guaranteeing a certain level of renewable generation in the state or in neighboring areas. Because geothermal is a renewable source of energy, we receive a REC for each MWh we produce and are able to sell our RECs to load serving entities. New Jersey has a solar specific RPS which enables us to sell RECs from a 4 MW photovoltaic solar generation facility located in Vineland, New Jersey.
Fourth, our cogeneration power plants produce steam, in addition to electricity, for sale to industrial customers for use in their manufacturing processes or heating, ventilation and air conditioning operations.
Fifth, we provide ancillary service products to wholesale power markets. These products include the right for the purchaser to call on our generation to provide flexibility to the market and support operation of the electric grid. For example, we are sometimes paid to reserve a portion of capacity at some of our power plants that could be deployed quickly should there be an unexpected increase in load or to assure reliability due to fluctuations in the supply of power from variable renewable resources such as wind and solar generation. These ramping characteristics are becoming increasingly necessary in markets where intermittent renewables have large penetrations.

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In addition to the five products above, we are buyers and sellers of emission allowances and credits, including those under California’s AB 32 GHG reduction program, RGGI, the federal Acid Rain and CSAPR programs and emission reduction credits under the federal Nonattainment New Source Review program.
Although all of the products mentioned above contribute to our financial performance and are the primary components of our Commodity Margin, the most important are our sales of wholesale power and capacity. We utilize long-term customer contracts for our power and steam sales where possible. For power and capacity that are not sold under customer contracts or longer-dated capacity auctions, we use our hedging program and sell power into shorter term wholesale markets throughout the regions in which we participate.
When selling power from our natural gas-fired fleet into the short-term or spot markets, we attempt to maximize our operations when the market Spark Spread is positive. Assuming rational economic behavior by market participants, generating units generally are dispatched in order of their variable costs, with lower cost units being dispatched first and units with higher costs dispatched as demand, or “load,” grows beyond the capacity of the lower cost units. For this reason, in a competitive market, the price of power typically is related to the variable operating costs of the marginal generator, which is the last unit to be dispatched in order to meet demand. The factors that most significantly impact our operations are reserve margins in each of our markets, the price and supply of natural gas and competing fuels such as coal and oil, weather patterns and natural events, our operating Heat Rate, availability factors, and regulatory and environmental pressures as further discussed below.
Reserve Margins
Reserve margin, a measure of excess generation capacity in a market, is a key indicator of the competitive conditions in the markets in which we operate. For example, a reserve margin of 15% indicates that supply is 115% of expected peak power demand under normal weather and power plant operating conditions. Holding other factors constant, lower reserve margins typically lead to higher power prices because the less efficient capacity in the region is needed more often to satisfy power demand or voluntary or involuntary load shedding measures are taken. Markets with tight demand and supply conditions often display price spikes, higher capacity prices and improved bilateral contracting opportunities. Typically, the market price impact of reserve margins, as well as other supply/demand factors, is reflected in the Market Heat Rate, calculated as the local market power price divided by the local natural gas price.
During the last decade, the supply and demand fundamentals have varied across our regional markets. Key trends include lower weather normalized load growth in some regions due to increased energy efficiency as well as rooftop solar installations, new renewable and natural gas-fired supply additions, and significant retirements of older, less efficient fossil-fueled plants. Reserve margins by NERC regional assessment area for each of our segments are listed below:
 
 
2015 (1)
West:
 
WECC
29.7
%
Texas:
 
TRE
16.2
%
East:
 
NPCC
24.4
%
MISO
18.0
%
PJM
19.3
%
SERC
27.7
%
FRCC
28.5
%
___________
(1)
Data source is NERC weather-normalized estimates for 2015 published in May 2015.
In recent years and in some regional markets such as PJM, the ability of customers to curtail load or temporarily utilize onsite backup generation instead of grid-provided electricity, known as “demand response,” has become a meaningful portion of “supply” and thus contributes to reserve margin estimates. While demand response reduces demand for centralized generation during peak times, it typically does so at a very high variable cost. To the extent demand response resources are treated like other sources of supply (e.g., their variable cost-based bids are allowed to affect the market clearing price for power), high resulting prices benefit lower-cost units like ours. Further, in many cases demand response has acted to discourage new investment in competing centralized generation plants (for example, by winning capacity auctions instead of new units). This may contribute to higher energy price volatility during peak energy demand periods.

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The Price and Supply of Natural Gas
Approximately 96% of our generating capability’s fuel requirements are met with natural gas. We have approximately 725 MW of baseload capacity from our Geysers Assets and our expectation is that the steam reservoir at our Geysers Assets will be able to supply economic quantities of steam for the foreseeable future as our steam flow decline rates have become very small over the past several years. We also have approximately 391 MW of capacity from power plants where we purchase fuel oil to meet generation requirements, but generally do not expect fuel oil requirements to be material to our portfolio of power plants. In our East segment, where the supply of natural gas can be constrained under some weather circumstances, we have approximately 6,500 MW of dual-fueled capable power plants. Additionally, we have 4 MW of capacity from solar power generation technology with no fuel requirement.
We procure natural gas from multiple suppliers and transportation and storage sources. Although availability is generally not an issue, localized shortages (especially in extreme weather conditions in and around population centers), transportation availability and supplier financial stability issues can and do occur. When natural gas supply interruptions do occur, some of our power plants benefit from the ability to operate on fuel oil instead of natural gas.
The price of natural gas, economic growth and environmental regulations affect our Commodity Margin and liquidity. The impact of changes in natural gas prices differs according to the time horizon and regional market conditions and depends on our hedge levels and other factors discussed below.
Lower natural gas prices over the past six years have had a significant impact on power markets. Beginning in 2009, there was a significant decrease in NYMEX Henry Hub natural gas prices from a range of $6/MMBtu to $13/MMBtu during 2008 to an average natural gas price of $3.73/MMBtu, $4.26/MMBtu and $2.63/MMBtu during 2013, 2014 and 2015, respectively. Natural gas prices in some parts of the country were low enough that modern, combined-cycle, natural gas-fired generation was often less expensive on a marginal basis than coal-fired generation. The result was that natural gas displaced coal as a less expensive generation resource resulting in what the industry describes as coal-to-gas switching, the effects of which can be seen in our increased generation volumes. When coal-fired electricity production costs exceed natural gas-fired production costs, coal-fired units tend to set power prices. In these hours, lower natural gas prices tend to increase our Commodity Margin, since our production costs fall while power prices remain constant (depending on our hedge levels and holding other factors constant). Recent forward market natural gas prices suggest that coal-to-gas-switching will continue in 2016 (although future market conditions are uncertain and settled prices remain to be seen).
The availability of non-conventional natural gas supplies, in particular shale natural gas, has been the primary driver of reduced natural gas prices in the last several years. Access to significant deposits of shale natural gas has altered the natural gas supply landscape in the U.S. and could have a longer-term and profound impact on both the outright price of natural gas and the historical regional natural gas price relationships (basis differentials). The U.S. Department of Energy estimates that shale natural gas production has the potential of 3 trillion to 4 trillion cubic feet per year and may be sustainable for decades with enough natural gas to supply the U.S. for the next 90 years. Despite moderate increases in natural gas prices and some significant, weather induced regional price spikes in the winter of 2014, there is an emerging view that lower priced natural gas will be available for the medium to long-term future. Further, high levels of natural gas production relative to available pipeline export capacity in some locations such as the Marcellus shale production region have put additional, seasonal downward pressure on local natural gas prices. Overall, low natural gas prices and corresponding low power prices have challenged the economics of nuclear and coal-fired plants, leading to numerous announced and potential unit retirements.
Much of our generating capacity is located in California (included in our West segment), Texas (included in our Texas segment) and the Northeast and Mid-Atlantic (included in our East segment) where natural gas-fired units set power prices during many hours. When natural gas is the price-setting fuel (i.e., natural gas prices are above coal prices in our Texas or East segments), increases in natural gas prices may increase our unhedged Commodity Margin because our combined-cycle power plants in those markets are more fuel-efficient than conventional natural gas-fired technologies and peaking power plants. Conversely, decreases in natural gas prices may decrease our unhedged Commodity Margin. In these instances, our cost of production advantage relative to less efficient natural gas-fired generation is diminished on an absolute basis. Additionally, in the Northeast and Mid-Atlantic regions, we have generating units capable of burning either natural gas or fuel oil. For these units, on the rare occasions when the cost of consuming natural gas is excessively high relative to fuel oil, our unhedged Commodity Margin may increase as a result of our ability to use the lower cost fuel.
Where we operate under long-term contracts, changes in natural gas prices can have a neutral impact on us in the short-term. This tends to be the case where we have entered into tolling agreements under which the customer provides the natural gas and we convert it to power for a fee, or where we enter into indexed-based agreements with a contractual Heat Rate at or near our actual Heat Rate for a monthly payment.

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Changes in natural gas prices or power prices may also affect our liquidity. During periods of high or volatile natural gas prices, we could be required to post additional cash collateral or letters of credit.
Despite these short-term dynamics, over the long-term, we expect lower natural gas prices to enhance the competitiveness of our modern, natural gas-fired fleet by making investment in other technologies such as coal, nuclear or renewables less economic and, in fact, making it more challenging for existing coal and nuclear resources to continue operating economically.
During the second half of 2014 and throughout 2015, global oil prices declined significantly. Brent crude oil (a commonly cited global oil index) spot prices fell from a 2014 high of $115 per barrel in June 2014 to a 2015 low of $35 per barrel in December 2015 (per the EIA). Since U.S. power and natural gas prices are generally not linked to oil prices, the oil market shift has not been material to our financial performance. The impact going forward will also likely not be material to our financial performance. While lower oil prices may lead to lower oil extraction and lower power demand in some parts of the U.S., such as North Dakota and Texas, lower oil prices are generally considered a boon to economic growth more broadly, which typically contributes to higher electricity demand.
Weather Patterns and Natural Events
Weather generally has a significant short-term impact on supply and demand for power and natural gas. Historically, demand for and the price of power is higher in the summer and winter seasons when temperatures are more extreme, and therefore, our unhedged revenues and Commodity Margin could be negatively impacted by relatively cool summers or mild winters. However, our geographically diverse portfolio mitigates the impact on our Commodity Margin of weather in specific regions of the U.S. Additionally, a disproportionate amount of our total revenue is usually realized during the summer months of our third fiscal quarter. We expect this trend to continue in the future as U.S. demand for power generally peaks during this time.
Operating Heat Rate and Availability
Our fleet is modern and more efficient than the average generation fleet; accordingly, we run more and earn incremental margin in markets where less efficient natural gas units frequently set the power price. In such cases, our unhedged Commodity Margin is positively correlated with how much more efficient our fleet is than our competitors’ fleets and with higher natural gas prices. Efficient operation of our fleet creates the opportunity to capture Commodity Margin in a cost effective manner. However, unplanned outages during periods when Commodity Margin is positive could result in a loss of that opportunity. We generally measure our fleet performance based on our availability factors, operating Heat Rate and plant operating expense. The higher our availability factor, the better positioned we are to capture Commodity Margin. The lower our operating Heat Rate compared to the Market Heat Rate, the more favorable the impact on our Commodity Margin.
Regulatory and Environmental Trends
We believe that, on balance, we will be favorably impacted by current regulatory and environmental trends, including those described below, given the characteristics of our power plant portfolio:
Economic pressures continue to increase for coal-fired power generation as state and federal agencies enact environmental regulations to reduce air emissions of certain pollutants such as SO 2 , NO X , GHG, Hg and acid gases, restrict the use of once-through cooling, and provide for stricter standards for managing coal combustion residuals. In October 2015, the EPA promulgated the Clean Power Plan which requires future reductions in GHG emissions from existing power plants of 32% from 2005 levels by 2030. We anticipate that older, less efficient fossil-fuel power plants that emit much higher amounts of GHG, SO 2 , NO X , Hg and acid gases, which operate nationwide, but more prominently in the eastern U.S., will be negatively impacted by current and future air emissions, water and waste regulations and legislation both at the state and federal levels which will require many coal-fired power plants to install expensive air pollution controls or reduce or discontinue operations. As a result, any retirements or curtailments could enhance our growth opportunities through greater utilization of our existing power plants and development of new power plants. The estimated capacity for fossil-fueled plants older than 50 years and the total estimated capacity for fossil-fueled plants by NERC region are as follows:

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Generating Capacity Older Than 50 years
 
Total Generating Capacity
West:
 
 
 
 
 
 
WECC
 
9,107

MW
 
131,421

MW
Texas:
 
 
 
 
 
 
TRE
 
3,909

MW
 
86,089

MW
East:
 
 
 
 
 
 
NPCC
 
8,873

MW
 
57,218

MW
MRO
 
4,460

MW
 
45,524

MW
RFC
 
21,202

MW
 
185,137

MW
SERC
 
25,684

MW
 
227,730

MW
FRCC
 
275

MW
 
59,707

MW
Total
 
73,510

MW

792,826

MW
An increase in power generated from renewable sources could lead to an increased need for flexible power that many of our power plants provide to protect the reliability of the grid and premium compensation for that flexibility; however, risks also exist that renewables have the ability to lower overall wholesale power prices which could negatively impact us. Significant economic and reliability concerns for renewable generation have been raised, but we expect that renewable market penetration will continue, assisted by state-level renewable portfolio standards and federal tax incentives. The Consolidated Appropriations Act which extended the production tax credit for wind through the end of 2016 with gradual decreases thereafter until the tax credit expires completely in 2019 and extended the 30% investment tax credit for solar through the end of 2019 with gradual decreases through 2021 after which the investment tax credit declines to 10% was enacted in December 2015. In October 2015, the EPA promulgated the Clean Power Plan which requires future reductions in GHG emissions from existing power plants and provides flexibility in meeting the emissions reduction requirements including adding renewable generation. Increased renewable penetration has a particularly negative impact on inflexible baseload units and may lead to retirement of additional baseload units, which would benefit us; however, our energy margin may also decrease due to lower market clearing prices. To the extent market structures evolve to appropriately compensate units for providing flexible capacity to ensure reliability, our capacity revenue may increase.
One small but growing source of competing renewable generation in some of our regional markets (primarily California) is customer-sited (primarily rooftop) solar generation. Levelized costs for solar installation have fallen significantly over the past several years, aided by federal tax subsidies and other local incentives, and are now in some regions lower than customer retail electric rates. To the extent on-site solar generation is compensated at the full retail rate (an increasingly controversial policy known as “net energy metering”), rooftop solar installations may continue to grow. Should net energy metered solar installations remain capped at relatively low levels of penetration or net energy metering policies be weakened (by rate structure reforms that charge customers fixed amounts regardless of the level of electricity consumed, thus lowering the variable portion of the rates), rooftop solar growth might diminish. Absent incentives and supportive policies, rooftop solar is currently generally not competitive with wholesale power.
The regulators in our core markets remain committed to the competitive wholesale power model, particularly in ERCOT, PJM and ISO-NE where they continue to focus on market design and rules to assure the long-term viability of competition and the benefits to customers that justify competition.
Utilities are increasingly focused on demand side management – managing the level and timing of power usage through load curtailment, dispatching generators located at commercial or industrial sites, and “smart grid” technologies that may improve the efficiencies, dispatch usage and reliability of electric grids. Scrutiny of demand side resources has increased recently as system operators evaluate their reliability (especially at high levels of penetration) and environmental authorities deal with the implications of relying on smaller, less environmentally efficient generation sources during periods of peak demand when air quality is already challenged.
Environmental permitting requirements for new power plants, transmission lines and pipelines continue to increase in stringency and complexity, resulting in prolonged, expensive development cycles and high capital investments.
We believe these trends are overall positive for our existing fleet. For a discussion of federal, state and regional legislative and regulatory initiatives and how they might affect us, see “— Governmental and Regulatory Matters.”

12



It is very difficult to predict the continued evolution of our markets due to the uncertainty of the following:
number of market participants, both in terms of physical presence as well as contribution toward financial market liquidity;
amount of generation capacity available in the market, including solar and wind capacity;
fluctuations in power supply due to planned and unplanned outages of generators;
fluctuations in power demand due to weather and other factors;
cost of fuel, which could be impacted by the efficiency of generation technology and fluctuations in fuel supply or interruptions in natural gas transportation;
relative ease or difficulty of developing, permitting and constructing new power plants;
availability and cost of power transmission;
potential growth of demand side management, customer-sited solar generation and electricity storage devices;
creditworthiness and other risks associated with counterparties;
bidding behavior of market participants;
regulatory and ISO guidelines and rules;
structure of commercial products; and
ability to optimize the market’s mix of alternative sources of power such as renewable and hydroelectric power.
Competition
Wholesale power generation is a capital-intensive, commodity-driven business with numerous industry participants. We compete against other independent power producers, power marketers and trading companies, including those owned by financial institutions, retail load aggregators, municipalities, retail power providers, cooperatives and regulated utilities to supply power and power-related products to our customers in major markets in the U.S. and Canada. In addition, in some markets, we compete against some of our customers.
In markets with centralized ISOs, such as California, Texas, the Northeast and Mid-Atlantic, our natural gas-fired power plants compete directly with all other sources of power. The EIA estimates that in 2015, 32% of the power generated in the U.S. was fueled by natural gas, 34% by coal, 20% by nuclear facilities and the remaining 14% of power generated by hydroelectric, fuel oil, geothermal and other energy sources. We are subject to complex and stringent energy, environmental and other governmental laws and regulations at the federal, state and local levels in connection with the development, ownership and operation of our power plants. Federal and state legislative and regulatory actions continue to change. The federal government is continuing to take further action on many air pollutant emissions such as NO X , SO 2 , GHG, Hg and acid gases as well as on once-through cooling and coal ash disposal. Although we cannot predict the ultimate effect any future environmental legislation or regulations will have on our business, as a clean energy provider, we believe that we are well positioned for almost any increase in environmental rule stringency. We are actively participating in these debates at the federal, regional and state levels. For a further discussion of the environmental and other governmental regulations that affect us, see “— Governmental and Regulatory Matters.”
With new environmental regulations, the proportion of power generated by natural gas and other low emissions resources is expected to increase because older coal-fired power plants will be required to install costly emissions control devices, limit their operations or retire. Meanwhile, many states are considering or have already mandated that certain percentages of power delivered to end users in their jurisdictions be produced from renewable resources, such as geothermal, wind and solar energy.
Competition from nuclear energy could increase in the future, but likely at a lower rate than had been previously expected. The nuclear incident in March 2011 at the Fukushima Daiichi nuclear power plant introduced substantial uncertainties around new nuclear power plant development in the U.S. The nuclear projects that are currently under construction in the U.S. are experiencing cost overruns and delays. Low power prices are even challenging the economics of existing nuclear facilities, resulting in the retirement or potential retirement of certain existing nuclear generating units.
Competition from renewable generation could increase in the future. Federal and state financial incentives and RPS requirements continue to foster renewables development. The Consolidated Appropriations Act which extended the production tax credit for wind through the end of 2016 with gradual decreases thereafter until the tax credit expires completely in 2019 and extended the 30% investment tax credit for solar through the end of 2019 with gradual decreases through 2021 after which the investment tax credit declines to 10% was enacted in December 2015. In October 2015, the EPA promulgated the Clean Power Plan which requires future reductions in GHG emissions from existing power plants and provides flexibility in meeting the

13



emissions reduction requirements including adding renewable generation. Beyond economic issues, there are concerns over the reliability and adequacy of transmission infrastructure to transmit certain renewable generation from its source to where it is needed. Consequently, while subsidized renewables growth is likely to continue, natural gas units will likely be needed as baseload and “back-up” generation in the long-term.
We believe our ability to compete will be driven by the extent to which we are able to accomplish the following:
provide affordable, reliable services to our customers;
maintain excellence in operations;
achieve and maintain a lower cost of production, primarily by maintaining unit availability, efficiency and production cost management;
accurately assess and effectively manage our risks; and
accomplish all of the above with an environmental impact that is lower than the competition and further decreasing over time.
MARKETING, HEDGING AND OPTIMIZATION ACTIVITIES
Our commercial hedging and optimization strategies are designed to maximize our risk-adjusted Commodity Margin by leveraging our knowledge, experience and fundamental views on natural gas and power. Additionally, we seek strong bilateral relationships with load serving entities that can benefit us and our customers. On October 1, 2015, we completed the acquisition of Champion Energy, a leading retail electric provider, which also provides us with an additional outlet to transact hedging activities related to our wholesale power plant portfolio.
The majority of our risk exposures arise from our ownership and operation of power plants. Our primary risk exposures are Spark Spread, power prices, natural gas prices, capacity prices, locational price differences in power and in natural gas, natural gas transportation, electric transmission, REC prices, carbon allowance prices in California and the Northeast and other emissions credit prices. In addition to the direct risk exposure to commodity prices, we also have general market risks such as risk related to performance of our counterparties and customers and plant operating performance risk. We also have a small exposure to Canadian exchange rates due to our partial ownership of Greenfield LP and Whitby located in Canada, which are under long term contracts, and minimal fuel oil exposure which are not currently material to our operations. As such, we have currently elected not to hedge our Canadian exchange rate exposure and our hedging activities related to our fuel oil exposure are not material to our financial condition, results of operations or cash flows.
We produced approximately 115 billion KWh of electricity in 2015 across North America (primarily in the U.S.). We are one of the largest consumers of natural gas in North America having consumed approximately 878 Bcf during 2015. The primary power markets in which we conduct our operations are California (included in our West segment), Texas (included in our Texas segment) and the Northeast and Mid-Atlantic (included in our East segment) which have centralized markets for which power demand and prices are determined on a spot basis (day ahead and real time). Most of the power generated by our power plants is sold to entities such as independent electric system operators, utilities, municipalities and cooperatives, as well as to retail power providers, commercial and industrial end users, financial institutions, power trading and marketing companies and other third parties.
We actively manage our risk exposures with a variety of physical and financial instruments with varying time horizons. These instruments include PPAs, tolling arrangements, Heat Rate swaps and options, load sales, steam sales, buying and selling standard physical products, buying and selling exchange traded instruments, buying and selling environmental and capacity products, natural gas transportation and storage arrangements, electric transmission service and other contracts for the sale and purchase of power products. We utilize these instruments to maximize the risk-adjusted returns for our Commodity Margin.
At any point in time, the relative quantity of our products hedged or sold under longer-term contracts is determined by the availability of forward product sales opportunities and our view of the attractiveness of the pricing available for forward sales. We have economically hedged a portion of our expected generation and natural gas portfolio mostly through power and natural gas forward physical and financial transactions; however, we currently remain susceptible to significant price movements for 2016 and beyond. When we elect to enter into these transactions, we are able to economically hedge a portion of our Spark Spread at pre-determined generation and price levels.
We conduct our hedging and optimization activities within a structured risk management framework based on controls, policies and procedures. We monitor these activities through active and ongoing management and oversight, defined roles and responsibilities, and daily risk estimates and reporting. Additionally, we seek to manage the associated risks through diversification, by controlling position sizes, by using portfolio position limits, and by entering into offsetting positions that lock in a margin. We also are exposed to commodity price movements (both profits and losses) in connection with these transactions. These positions

14



are included in and subject to our consolidated risk management portfolio position limits and controls structure. Our future hedged status and marketing and optimization activities are subject to change as determined by our commercial operations group, Chief Risk Officer, senior management and Board of Directors. For control purposes, we have VAR limits that govern the overall risk of our portfolio of power plants, energy contracts, financial hedging transactions and other contracts. Our VAR limits, transaction approval limits and other risk related controls are dictated by our Risk Management Policy which is approved by our Board of Directors and by a committee comprised of members of our senior management and administered by our Chief Risk Officer’s organization. The Chief Risk Officer’s organization is segregated from the commercial operations unit and reports directly to our Audit Committee and Chief Financial Officer. Our Risk Management Policy is primarily designed to provide us with a degree of protection from significant downside commodity price risk exposure to our cash flows.
We have historically used interest rate swaps to adjust the mix between our fixed and variable rate debt. To the extent eligible, our interest rate swaps have been designated as cash flow hedges, and changes in fair value are recorded in OCI to the extent they are effective with gains and losses reclassified into earnings in the same period during which the hedged forecasted transaction affects earnings.
Seasonality and weather can have a significant impact on our results of operations and are also considered in our hedging and optimization activities. Most of our power plants are located in regional power markets where the greatest demand for power occurs during the summer months, which coincides with our third fiscal quarter. Depending on existing contract obligations and forecasted weather and power demands, we may maintain either a larger or smaller open position on fuel supply and committed generation during the summer months in order to protect and enhance our Commodity Margin accordingly.
SEGMENT AND SIGNIFICANT CUSTOMER INFORMATION
See Note 16 of the Notes to Consolidated Financial Statements for a discussion of financial information by reportable segment and geographic area and sales in excess of 10% of our annual consolidated revenues to two of our customers.

15




DESCRIPTION OF OUR POWER PLANTS
    
Geographic Diversity
Dispatch Technology
 


16



Power Plants in Operation at December 31, 2015
Subsequent to the completion of our purchase of Granite Ridge Energy Center on February 5, 2016, we own 84 power plants, including one under construction, with an aggregate generation capacity of 27,282 MW and 760 MW under construction.
Natural Gas-Fired Fleet
Our natural gas-fired power plants primarily utilize two types of designs: 2,260 MW of simple-cycle combustion turbines and 23,568 MW of combined-cycle combustion turbines and a small portion from conventional natural gas/oil-fired boilers with steam turbines. Simple-cycle combustion turbines burn natural gas or fuel oil to spin an electric generator to produce power. A combined-cycle unit combusts fuel like a simple-cycle combustion turbine and the exhaust heat is captured by a heat recovery boiler to create steam which can then spin a steam turbine. Simple-cycle turbines are easier to maintain, but combined-cycle turbines operate with much higher efficiency. Each of our power plants currently in operation is capable of producing power for sale to a utility, another third-party end user, our retail customers or an intermediary such as a marketing company. At 16 of our power plants, we also produce thermal energy (primarily steam and chilled water), which can be sold to industrial and governmental users. These plants are called combined heat and power facilities.
Our Steam Adjusted Heat Rate for 2015 for the power plants we operate was 7,306 Btu/KWh which results in a power conversion efficiency of approximately 47%. The power conversion efficiency is a measure of how efficiently a fossil fuel power plant converts thermal energy to electrical energy. Our Steam Adjusted Heat Rate includes all fuel required to dispatch our power plants including “start-up” and “shut-down” fuel, as well as all non-steady state operations. Once our power plants achieve steady state operations, our combined-cycle power plants achieve an average power conversion efficiency of approximately 50%. Additionally, we also sell steam from our combined heat and power plants, which improves our power conversion efficiency in steady state operations from these power plants to an average of approximately 53%. Due to our modern combustion turbine fleet, our power conversion efficiency is significantly better than that of older technology natural gas-fired power plants and coal-fired power plants, which typically have power conversion efficiencies that range from 28% to 36%.
Our natural gas fleet is relatively young with a weighted average age, based upon MW capacities in operation, of approximately 15 years. Taken as a portfolio, our natural gas power plants are among the most efficient in converting natural gas to power and emit far fewer pollutants per MWh produced than most typical utility fleets. The age, scale, efficiency and cleanliness of our power plants is a unique profile in the wholesale power sector.
The majority of the combustion turbines in our fleet are one of four technologies: GE 7FA, GE LM6000, Siemens 501FD or Siemens V84.2 turbines. We maintain our fleet through a regular and rigorous maintenance program. As units reach certain operating targets, which are typically based upon service hours or number of starts, we perform the maintenance that is required for that unit at that stage in its life cycle. Our large fleet of similar technologies has enabled us to build significant technical and engineering experience with these units and minimize the number of replacement parts in inventory. We leverage this experience by performing much of our major maintenance ourselves with our outage services subsidiary.
Geothermal Fleet
Our Geysers Assets are a 725 MW fleet of 14 operating power plants in northern California. Geothermal power is considered renewable energy because the steam harnessed to power our turbines is produced inside the Earth and does not require burning fuel. The steam is produced below the Earth’s surface from reservoirs of hot water, both naturally occurring and injected. The steam is piped directly from the underground production wells to the power plants and used to spin turbines to generate power. For the past 15 years on average, our Geysers Assets have reliably generated approximately six million MWh of renewable power per year. Unlike other renewable resources such as wind or sunlight, which depend on intermittent sources to generate power, making them less reliable, geothermal power provides a consistent source of energy as evidenced by our Geysers Assets’ availability of approximately 90% in 2015.
We inject water back into the steam reservoir, which extends the useful life of the resource and helps to maintain the output of our Geysers Assets. The water we inject comes from the condensate associated with the steam extracted to generate power, wells and creeks, as well as water purchase agreements for reclaimed water. We receive and inject an average of approximately 12 million gallons of reclaimed water per day into the geothermal steam reservoir at The Geysers where the water is naturally heated by the Earth, creating additional steam to fuel our Geysers Assets. Approximately 11 million gallons per day are received from the Santa Rosa Geysers Recharge Project, which we developed jointly with the City of Santa Rosa, and we receive, on average, approximately one million gallons a day from The Lake County Recharge Project from Lake County. As a result of these recharge projects, MWh production has been relatively constant. We expect that, as a result of the water injection program, the reservoir at our Geysers Assets will be able to supply economic quantities of steam for the foreseeable future.

17



We periodically review our geothermal studies to help us assess the economic life of our geothermal reserves. Our most recent geothermal reserve study was conducted in 2015. Our evaluation of our geothermal reserves, including our review of any applicable independent studies conducted, indicated that our Geysers Assets should continue to supply sufficient steam to generate positive cash flows at least through 2073. In reaching this conclusion, our evaluation, consistent with the due diligence study of 2015, assumes that defined “proved reserves” are those quantities of geothermal energy which, by analysis of geological and engineering data, can be estimated with reasonable certainty to be commercially recoverable, from a given date forward, from known reservoirs and under current economic conditions, operating methods and government regulations.
We lease the geothermal steam fields from which we extract steam for our Geysers Assets. We have leasehold mineral interests in 107 leases comprising approximately 29,000 acres of federal, state and private geothermal resource lands in The Geysers region of northern California. Our leases cover one contiguous area of property that comprises approximately 45 square miles in the northwest corner of Sonoma County and southeast corner of Lake County. The approximate breakout by volume of steam removed under the above leases for the year ended 2015 is:
27% related to leases with the federal government via the Office of Natural Resources Revenue (formerly, the Minerals Management Service),
30% related to leases with the California State Lands Commission, and
43% related to leases with private landowners/leaseholders.
In general, our geothermal leases grant us the exclusive right to drill for, produce and sell geothermal resources from these properties and the right to use the surface for all related purposes. Each lease requires the payment of annual rent until commercial quantities of geothermal resources are established. After such time, the leases require the payment of minimum advance royalties or other payments until production commences, at which time production royalties are payable on a monthly basis from 10 to 31 days (depending upon the lease terms) following the close of the production month. Such royalties and other payments are payable to landowners, state and federal agencies and others, and vary widely as to the particular lease. In general, royalties payable are calculated based upon a percentage of total gross revenue received by us associated with our geothermal leases. Each lease’s royalty calculation is based upon its percentage of revenue as calculated by its steam generated relative to the total steam generated by our Geysers Assets as a whole.
Our geothermal leases are generally for initial terms varying from five to 20 years and for so long as geothermal resources are produced and sold. A few of our geothermal leases were signed in excess of 30 years ago. Our federal leases are, in general, for an initial 10-year period with renewal clauses for an additional 40 years for a maximum of 50 years. The 50-year term expires in 2024 for the majority of our federal leases. However, our federal leases allow for a preferential right to renewal for a second 40-year term on such terms and conditions as the lessor deems appropriate if, at the end of the initial 40-year term, geothermal steam is being produced or utilized in commercial quantities. The majority of our other leases run through the economic life of our Geysers Assets and provide for renewals so long as geothermal resources are being produced or utilized, or are capable of being produced or utilized, in commercial quantities from the leased land or from land unitized with the leased land. Although we believe that we will be able to renew our leases through the economic life of our Geysers Assets on terms that are acceptable to us, it is possible that certain of our leases may not be renewed, or may be renewable only on less favorable terms.
Five of our 14 geothermal power plants were damaged by a wildfire in September 2015; however, once repairs are completed, we expect generation capacity at our Geyser Assets to be restored to pre-fire levels.
In addition, we hold 40 geothermal leases comprising approximately 43,840 acres of federal geothermal resource lands in the Glass Mountain area in northern California, which is separate from The Geysers region. Four test production wells were drilled prior to our acquisition of these leases and we have drilled one test well since their acquisition, which produced commercial quantities of steam during flow tests. However, the properties subject to these leases have not been developed and there can be no assurance that these leases will ultimately be developed.
Other Power Generation Technologies
Across the fleet, we also have a variety of older, less efficient technologies including approximately 725 MW of capacity from a power plant which has conventional steam turbine technology. We also have approximately 4 MW of capacity from solar power generation technology at our Vineland Solar Energy Center in New Jersey.

18



Table of Operating Power Plants and Projects Under Construction and Advanced Development
Set forth below is certain information regarding our operating power plants and projects under construction and advanced development at December 31, 2015 (excludes our acquisition of the 695 MW Granite Ridge Energy Center, which closed on February 5, 2016).
SEGMENT / Power Plant
 
NERC
Region
 
U.S. State or
Canadian
Province
 
Technology
 
Calpine
Interest
Percentage
 
Calpine Net
Interest
Baseload
(MW) (1)(3)
 
Calpine Net
Interest
With Peaking
(MW) (2)(3)
 
2015
Total MWh
Generated (4)
WEST
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Geothermal
 
 
 
 
 
 
 
 
 
 
 
 
 
 
McCabe #5 & #6
 
WECC
 
CA
 
Renewable
 
100
%
 
85

 
85

 
733,817

Ridge Line #7 & #8
 
WECC
 
CA
 
Renewable
 
100
%
 
78

 
78

 
647,824

Calistoga
 
WECC
 
CA
 
Renewable
 
100
%
 
66

 
66

 
469,987

Eagle Rock
 
WECC
 
CA
 
Renewable
 
100
%
 
64

 
64

 
588,334

Big Geysers
 
WECC
 
CA
 
Renewable
 
100
%
 
60

 
60

 
446,403

Quicksilver (5)
 
WECC
 
CA
 
Renewable
 
100
%
 
53

 
53

 
265,947

Cobb Creek
 
WECC
 
CA
 
Renewable
 
100
%
 
51

 
51

 
416,738

Lake View
 
WECC
 
CA
 
Renewable
 
100
%
 
49

 
49

 
478,348

Socrates (5)
 
WECC
 
CA
 
Renewable
 
100
%
 
49

 
49

 
283,432

Sulphur Springs
 
WECC
 
CA
 
Renewable
 
100
%
 
47

 
47

 
450,791

Grant (5)
 
WECC
 
CA
 
Renewable
 
100
%
 
41

 
41

 
219,535

Sonoma (5)
 
WECC
 
CA
 
Renewable
 
100
%
 
37

 
37

 
270,290

West Ford Flat (5)
 
WECC
 
CA
 
Renewable
 
100
%
 
27

 
27

 
137,667

Aidlin
 
WECC
 
CA
 
Renewable
 
100
%
 
18

 
18

 
132,136

Natural Gas-Fired
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Delta Energy Center
 
WECC
 
CA
 
Combined Cycle
 
100
%
 
835

 
857

 
4,636,426

Pastoria Energy Center
 
WECC
 
CA
 
Combined Cycle
 
100
%
 
770

 
749

 
4,784,605

Hermiston Power Project
 
WECC
 
OR
 
Combined Cycle
 
100
%
 
566

 
635

 
4,083,146

Otay Mesa Energy Center
 
WECC
 
CA
 
Combined Cycle
 
100
%
 
513

 
608

 
3,622,896

Metcalf Energy Center
 
WECC
 
CA
 
Combined Cycle
 
100
%
 
564

 
605

 
3,164,916

Sutter Energy Center (6)
 
WECC
 
CA
 
Combined Cycle
 
100
%
 
542

 
578

 
1,197,608

Los Medanos Energy Center
 
WECC
 
CA
 
Cogen
 
100
%
 
518

 
572

 
2,603,601

South Point Energy Center (7)
 
WECC
 
AZ
 
Combined Cycle
 
100
%
 
520

 
530

 
1,750,660

Russell City Energy Center
 
WECC
 
CA
 
Combined Cycle
 
75
%
 
429

 
464

 
2,167,563

Los Esteros Critical Energy Facility
 
WECC
 
CA
 
Combined Cycle
 
100
%
 
243

 
309

 
350,672

Gilroy Energy Center
 
WECC
 
CA
 
Simple Cycle
 
100
%
 

 
141

 
39,140

Gilroy Cogeneration Plant
 
WECC
 
CA
 
Cogen
 
100
%
 
109

 
130

 
138,225

King City Cogeneration Plant
 
WECC
 
CA
 
Cogen
 
100
%
 
120

 
120

 
440,336

Wolfskill Energy Center
 
WECC
 
CA
 
Simple Cycle
 
100
%
 

 
48

 
26,280

Yuba City Energy Center
 
WECC
 
CA
 
Simple Cycle
 
100
%
 

 
47

 
25,291

Feather River Energy Center
 
WECC
 
CA
 
Simple Cycle
 
100
%
 

 
47

 
26,649

Creed Energy Center
 
WECC
 
CA
 
Simple Cycle
 
100
%
 

 
47

 
12,406

Lambie Energy Center
 
WECC
 
CA
 
Simple Cycle
 
100
%
 

 
47

 
11,188

Goose Haven Energy Center
 
WECC
 
CA
 
Simple Cycle
 
100
%
 

 
47

 
11,351

Riverview Energy Center
 
WECC
 
CA
 
Simple Cycle
 
100
%
 

 
47

 
22,411

King City Peaking Energy Center
 
WECC
 
CA
 
Simple Cycle
 
100
%
 

 
44

 
6,998

Agnews Power Plant
 
WECC
 
CA
 
Combined Cycle
 
100
%
 
28

 
28

 
31,948

Subtotal
 
 
 
 
 
 
 
 
 
6,482

 
7,425

 
34,695,565




19



SEGMENT / Power Plant
 
NERC
Region
 
U.S. State or
Canadian
Province
 
Technology
 
Calpine
Interest
Percentage
 
Calpine Net
Interest
Baseload
(MW) (1)(3)
 
Calpine Net
Interest
With Peaking
(MW) (2)(3)
 
2015
Total MWh
Generated (4)
TEXAS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Deer Park Energy Center
 
TRE
 
TX
 
Cogen
 
100
%
 
1,103

 
1,204

 
6,997,603

Guadalupe Energy Center
 
TRE
 
TX
 
Combined Cycle
 
100
%
 
1,009

 
1,000

 
5,986,946

Baytown Energy Center
 
TRE
 
TX
 
Cogen
 
100
%
 
782

 
842

 
3,805,707

Channel Energy Center
 
TRE
 
TX
 
Cogen
 
100
%
 
723

 
808

 
4,734,785

Pasadena Power Plant (8)
 
TRE
 
TX
 
Cogen/Combined Cycle
 
100
%
 
763

 
781

 
4,751,419

Bosque Energy Center
 
TRE
 
TX
 
Combined Cycle
 
100
%
 
740

 
762

 
4,675,194

Freestone Energy Center
 
TRE
 
TX
 
Combined Cycle
 
75
%
 
779

 
746

 
4,299,772

Magic Valley Generating Station
 
TRE
 
TX
 
Combined Cycle
 
100
%
 
682

 
712

 
3,238,466

Brazos Valley Power Plant
 
TRE
 
TX
 
Combined Cycle
 
100
%
 
523

 
609

 
3,393,599

Corpus Christi Energy Center
 
TRE
 
TX
 
Cogen
 
100
%
 
426

 
500

 
2,355,305

Texas City Power Plant
 
TRE
 
TX
 
Cogen
 
100
%
 
400

 
453

 
960,200

Clear Lake Power Plant (9)
 
TRE
 
TX
 
Cogen
 
100
%
 
344

 
400

 
458,386

Hidalgo Energy Center
 
TRE
 
TX
 
Combined Cycle
 
78.5
%
 
392

 
374

 
2,215,602

Freeport Energy Center (10)
 
TRE
 
TX
 
Cogen
 
100
%
 
210

 
236

 
1,503,967

Subtotal
 
 
 
 
 
 
 
 
 
8,876

 
9,427

 
49,376,951

EAST
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Bethlehem Energy Center
 
RFC
 
PA
 
Combined Cycle
 
100
%
 
1,047

 
1,130

 
5,327,297

Hay Road Energy Center
 
RFC
 
DE
 
Combined Cycle
 
100
%
 
1,039

 
1,130

 
4,236,880

Morgan Energy Center
 
SERC
 
AL
 
Cogen
 
100
%
 
720

 
807

 
4,986,537

Fore River Energy Center
 
NPCC
 
MA
 
Combined Cycle
 
100
%
 
750

 
731

 
3,801,372

Edge Moor Energy Center
 
RFC
 
DE
 
Steam Cycle
 
100
%
 

 
725

 
591,150

Osprey Energy Center (11)
 
FRCC
 
FL
 
Combined Cycle
 
100
%
 
537

 
599

 
2,058,660

York Energy Center
 
RFC
 
PA
 
Combined Cycle
 
100
%
 
519

 
565

 
1,976,923

Westbrook Energy Center
 
NPCC
 
ME
 
Combined Cycle
 
100
%
 
552

 
552

 
1,847,954

Greenfield Energy Centre (12)
 
NPCC
 
ON
 
Combined Cycle
 
50
%
 
422

 
519

 
1,105,915

RockGen Energy Center
 
MRO
 
WI
 
Simple Cycle
 
100
%
 

 
503

 
142,682

Zion Energy Center
 
RFC
 
IL
 
Simple Cycle
 
100
%
 

 
503

 
132,434

Mankato Power Plant
 
MRO
 
MN
 
Combined Cycle
 
100
%
 
280

 
375

 
460,338

Garrison Energy Center
 
RFC
 
DE
 
Combined Cycle
 
100
%
 
273

 
309

 
527,798

Pine Bluff Energy Center
 
SERC
 
AR
 
Cogen
 
100
%
 
184

 
215

 
1,308,713

Cumberland Energy Center
 
RFC
 
NJ
 
Simple Cycle
 
100
%
 

 
191

 
106,107

Kennedy International Airport Power Plant
 
NPCC
 
NY
 
Cogen
 
100
%
 
110

 
121

 
713,225

Auburndale Peaking Energy Center
 
FRCC
 
FL
 
Simple Cycle
 
100
%
 

 
117

 
49,643

Sherman Avenue Energy Center
 
RFC
 
NJ
 
Simple Cycle
 
100
%
 

 
92

 
37,385

Bethpage Energy Center 3
 
NPCC
 
NY
 
Combined Cycle
 
100
%
 
60

 
80

 
331,488

Carll s Corner Energy Center
 
RFC
 
NJ
 
Simple Cycle
 
100
%
 

 
73

 
15,300

Mickleton Energy Center
 
RFC
 
NJ
 
Simple Cycle
 
100
%
 

 
67

 
3,277

Bethpage Power Plant
 
NPCC
 
NY
 
Combined Cycle
 
100
%
 
55

 
56

 
323,968

Christiana Energy Center
 
RFC
 
DE
 
Simple Cycle
 
100
%
 

 
53

 
1,084

Bethpage Peaker
 
NPCC
 
NY
 
Simple Cycle
 
100
%
 

 
48

 
168,412

Stony Brook Power Plant
 
NPCC
 
NY
 
Cogen
 
100
%
 
45

 
47

 
277,882

Tasley Energy Center
 
RFC
 
VA
 
Simple Cycle
 
100
%
 

 
33

 
2,433

Whitby Cogeneration (13)
 
NPCC
 
ON
 
Cogen
 
50
%
 
25

 
25

 
204,284

Delaware City Energy Center
 
RFC
 
DE
 
Simple Cycle
 
100
%
 

 
23

 
90

West Energy Center
 
RFC
 
DE
 
Simple Cycle
 
100
%
 

 
20

 
104


20



SEGMENT / Power Plant
 
NERC
Region
 
U.S. State or
Canadian
Province
 
Technology
 
Calpine
Interest
Percentage
 
Calpine Net
Interest
Baseload
(MW) (1)(3)
 
Calpine Net
Interest
With Peaking
(MW) (2)(3)
 
2015
Total MWh
Generated (4)
Bayview Energy Center
 
RFC
 
VA
 
Simple Cycle
 
100
%
 

 
12

 
4,592

Crisfield Energy Center
 
RFC
 
MD
 
Simple Cycle
 
100
%
 

 
10

 
1,542

Vineland Solar Energy Center
 
RFC
 
NJ
 
Renewable
 
100
%
 

 
4

 
5,400

Subtotal
 
 
 
 
 
 
 
 
 
6,618

 
9,735

 
30,750,869

Total operating power plants
 
82
 
 
 
 
 
 
 
21,976

 
26,587

 
114,823,385

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Power plants retired or returned to owner during 2015
 
 
 
 
 
 
 
 
 
 
Greenleaf 1 Power Plant
 
WECC
 
CA
 
Combined Cycle
 
100%

 
n/a

 
n/a

 
18,720

Greenleaf 2 Power Plant
 
WECC
 
CA
 
Cogen
 
100%

 
n/a

 
n/a

 
104,210

Middle Energy Center
 
RFC
 
NJ
 
Simple Cycle
 
100%

 
n/a

 
n/a

 
85

Missouri Avenue Energy Center
 
RFC
 
NJ
 
Simple Cycle
 
100%

 
n/a

 
n/a

 
209

Cedar Energy Center
 
RFC
 
NJ
 
Simple Cycle
 
100%

 
n/a

 
n/a

 
26

Bear Canyon
 
WECC
 
CA
 
Renewable
 
100%

 
n/a

 
n/a

 
17,314

Subtotal
 
 
 
 
 
 
 
 
 
 
 
 
 
140,564

Total operating, retired and returned to owner power plants
 
 
 
 
 
 
 
 
 
 
 
 
 
114,963,949

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Projects Under Construction and Advanced Development
Projects Under Construction
 
 
 
 
 
 
 
 
 
 
 
 
 
 
York 2 Energy Center (14)
 
RFC
 
PA
 
Combined Cycle
 
100
%
 
668

 
760

 
n/a

Projects Under Advanced Development
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Guadalupe Peaking Energy Center
 
TRE
 
TX
 
Combined Cycle
 
100
%
 

 
418

 
n/a

Mankato Power Plant Expansion
 
MRO
 
MN
 
Combined Cycle
 
100
%
 
280

 
345

 
n/a

Total operating power plants and projects
 
 
 
 
 
 
 
 
 
22,924

 
28,110

 
 
___________
(1)
Natural gas-fired fleet capacities are generally derived on as-built as-designed outputs, including upgrades, based on site specific annual average temperatures and average process steam flows for cogeneration power plants, as applicable. Geothermal capacities are derived from historical generation output and steam reservoir modeling under average ambient conditions (temperatures and rainfall).
(2)
Natural gas-fired fleet peaking capacities are primarily derived on as-built as-designed peaking outputs based on site specific average summer temperatures and include power enhancement features such as heat recovery steam generator duct-firing, gas turbine power augmentation, and/or other power augmentation features. For certain power plants with definitive contracts, capacities at contract conditions have been included. Oil-fired capacities reflect capacity test results.
(3)
These outputs do not factor in the typical MW loss and recovery profiles over time, which natural gas-fired turbine power plants display associated with their planned major maintenance schedules.
(4)
MWh generation is shown here as our net operating interest.
(5)
These geothermal power plants were impacted by a wildfire in September 2015.
(6)
We intend to suspend operations at our Sutter Energy Center for 2016 to assess the future of the facility.
(7)
South Point Unit 2 experienced a combustion turbine outage in the Fall of 2015 and we are currently evaluating the timing of repairs.
(8)
Pasadena is comprised of 260 MW of cogen technology and 521 MW of combined cycle (non-cogen) technology.
(9)
We suspended operations on one of the units at our Clear Lake Power Plant which reduced the baseload and peaking operating capacities by 102 MW and 92 MW, respectively. However, this unit can be restored at our discretion based on market conditions.
(10)
Freeport Energy Center is owned by Calpine; however, it is contracted and operated by The Dow Chemical Company.
(11)
We have entered into an asset sale agreement with Duke Energy Florida, Inc. for the sale of Osprey Energy Center in January 2017.

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(12)
Calpine holds a 50% partnership interest in Greenfield LP through its subsidiaries; however, it is operated by a third party.
(13)
Calpine holds a 50% partnership interest in Whitby Cogeneration through its subsidiaries; however, it is operated by Atlantic Packaging Products Ltd.
(14)
PJM has completed the interconnection study process for an additional 68 MW of planned capacity at the York 2 Energy Center and this incremental capacity cleared the 2018/2019 base residual auction.
We provide operations and maintenance services for all but three of the power plants in which we have an interest. Such services include the operation of power plants, geothermal steam fields, wells and well pumps and natural gas pipelines. We also supervise maintenance, materials purchasing and inventory control, manage cash flow, train staff and prepare operations and maintenance manuals for each power plant that we operate. As a power plant develops an operating history, we analyze its operation and may modify or upgrade equipment, or adjust operating procedures or maintenance measures to enhance the power plant’s reliability or profitability. Although we do not operate the Freeport Energy Center, our outage services subsidiary performs all major maintenance services for this plant under a contract with The Dow Chemical Company through April 2032.
Certain power plants in which we have an interest have been financed primarily with project financing that is structured to be serviced out of the cash flows derived from the sale of power (and, if applicable, thermal energy and capacity) produced by such power plants and generally provide that the obligations to pay interest and principal on the loans are secured solely by the capital stock or partnership interests, physical assets, contracts and/or cash flows attributable to the entities that own the power plants. The lenders under these project financings generally have no recourse for repayment against us or any of our assets or the assets of any other entity other than foreclosure on pledges of stock or partnership interests and the assets attributable to the entities that own the power plants. However, defaults under some project financings may result in cross-defaults to certain of our other debt and debt instruments, including our First Lien Notes, First Lien Term Loans and Corporate Revolving Facility. Acceleration of the maturity of a project financing following a default may also result in a cross-acceleration of such other debt.
Substantially all of the power plants in which we have an interest are located on sites which we either own or lease on a long-term basis.

EMISSIONS AND OUR ENVIRONMENTAL PROFILE
Our environmental record has been widely recognized. We were an EPA Climate Leaders Partner with a stated goal to reduce GHG emissions, and we became the first power producer to earn the distinction of Climate Action Leader TM . In 2014, our emissions of GHG amounted to approximately 45 million tons.
Natural Gas-Fired Generation
Our natural gas-fired, primarily combined-cycle fleet consumes significantly less fuel to generate power than conventional boiler/steam turbine power plants and emits fewer air pollutants per MWh of power produced as compared to coal-fired or oil-fired power plants. All of our power plants have air emissions controls and most have selective catalytic reduction to further reduce emissions of nitrogen oxides, a precursor of atmospheric ozone and acid rain. In addition, we have implemented a program of proprietary operating procedures to reduce natural gas consumption and further lower air pollutant emissions per MWh of power generated. The table below summarizes approximate air pollutant emission rates from our natural gas-fired, combined-cycle power plants compared to the average emission rates from U.S. coal-, oil- and natural gas-fired power plants as a group, based on the most recent statistics available to us.
 

22



 
 
Air Pollutant Emission Rates —
Pounds of Pollutant Emitted
Per MWh of Power Generated
Air Pollutants
 
Average U.S. Coal-, Oil-,
and Natural Gas-Fired
Power Plant (1)
 
Calpine
Natural  Gas-Fired,
Combined-Cycle
Power Plant (2)
 
Advantage Compared to
Average U.S. Coal-, Oil-,
and Natural Gas-Fired
Power Plant
Nitrogen Oxides, NOx
 
1.77
 
0.124
 
93.0%
Acid rain, smog and fine particulate formation
 
 
 
 
 
 
Sulfur Dioxide, SO 2
 
2.93
 
0.0053
 
99.8%
Acid rain and fine particulate formation
 
 
 
 
 
 
Mercury Compounds (3)
 
0.00002
 
 
100%
Neurotoxin
 
 
 
 
 
 
Carbon Dioxide, CO 2
 
1,761
 
860
 
51.2%
Principal GHG—contributor to climate change
 
 
 
 
 
 
___________
(1)
The average U.S. coal-, oil- and natural gas-fired power plants’ emission rates were obtained from the U.S. Department of Energy’s Electric Power Annual Report for 2013. Emission rates are based on 2013 emissions and net generation. The U.S. Department of Energy has not yet released 2014 information.
(2)
Our natural gas-fired, combined-cycle power plant estimated emission rates are based on our 2013 emissions and power generation data from our natural gas-fired, combined-cycle power plants (excluding combined heat power plants) as measured under the EPA reporting requirements.
(3)
The U.S. coal-, oil- and natural gas-fired power plant air emissions of mercury compounds were obtained from the EPA Toxics Release Inventory for 2013. Emission rates are based on 2013 emissions and net generation from U.S. Department of Energy’s Electric Power Annual Report for 2013.
Geothermal Generation
Our 725 MW fleet of geothermal turbine-based power plants utilizes a natural, renewable energy source, steam from the Earth’s interior, to generate power. Since these power plants do not burn fossil fuel, they are able to produce power with negligible CO 2 (the principal GHG), NO X and SO 2 emissions. Compared to the average U.S. coal-, oil- and natural gas-fired power plant, our Geysers Assets emit 99.9% less NO X , 100% less SO 2 and 97.2% less CO 2 . There are 16 active geothermal power plants located in The Geysers region of northern California. We own and operate 14 of them. We recognize the importance of our Geysers Assets and we are committed to extending this renewable geothermal resource through the addition of new steam wells and wastewater recharge projects where clean, reclaimed water from local municipalities is recycled into the geothermal resource where it is converted by the Earth’s heat into steam for power production.
Water Conservation and Reclamation
We have also invested substantially in technologies and systems that reduce the impact of our operations on water as a natural resource:
We receive and inject an average of approximately 12 million gallons of reclaimed water per day into the geothermal steam reservoir at The Geysers where the water is naturally heated by the Earth, creating additional steam to fuel our Geysers Assets. Approximately 11 million gallons per day are received from the Santa Rosa Geysers Recharge Project, which we developed jointly with the City of Santa Rosa, and we receive, on average, approximately one million gallons a day from The Lake County Recharge Project from Lake County.  
In our combined-cycle power plants, we use mechanical draft cooling towers, which use up to 90% less water than conventional once-through cooling systems.
Three of our power plants (Sutter Energy Center, Otay Mesa Energy Center and Fore River Energy Center) employ air cooled condensers for cooling, consuming virtually no water for cooling.
In 12 of our operating natural gas-fired power plants equipped with cooling towers, we reuse treated water from municipal treatment systems for cooling. By reusing water in these cooling towers, we avoid the usage of as much as 36 million gallons per day of valuable surface and/or groundwater for cooling.

23



GOVERNMENTAL AND REGULATORY MATTERS
We are subject to complex and stringent energy, environmental and other laws and regulations at the federal, state and local levels as well as within the RTO and ISO markets in which we participate in connection with the development, ownership and operation of our power plants. Federal and state legislative and regulatory actions continue to change how our business is regulated.
Some of the more significant governmental and regulatory matters that affect our business are discussed below.
Environmental Matters
Federal Air Emissions Regulations
CAA
The CAA provides for the regulation of air quality and air emissions, largely through state implementation of federal requirements. We believe that all of our operating power plants comply with existing federal and state performance standards mandated under the CAA. In addition to regulation of air emissions at the federal level, a number of states in which we do business implement regulations that go beyond federal environmental requirements. We continue to monitor and actively participate in federal and state initiatives where we anticipate an impact on our business.
The CAA requires the EPA to regulate emissions of pollutants considered harmful to public health and the environment. The EPA has set NAAQS for six “criteria” pollutants: carbon monoxide, lead, NO 2 , particulate matter, ozone and SO 2 . In addition, the CAA regulates a large number of air pollutants that are known to cause or may reasonably be anticipated to cause adverse effects to human health or adverse environmental effects, known as hazardous air pollutants (“HAPs”). The EPA is required to issue technology-based national emissions standards for hazardous air pollutants (“NESHAPs”) to limit the release of specified HAPs from specific industrial sectors. The EPA also regulates emissions of certain pollutants that affect visibility in national parks and wilderness areas (“Regional Haze”). Finally, the EPA has begun regulating GHG emissions from various industries, including the power sector.
CAA regulations primarily impact higher-emitting units in the national power generating fleet. Our commitment to environmental stewardship is reflected in our history of investing in low-emitting power plant technologies. As a result, these regulations generally do not have a meaningful, direct adverse impact on our generating fleet, although they may impose significant costs on the power industry overall. As a result, we believe that well-founded regulations protecting health and the environment could benefit our competitive position by better recognizing the value of our investments in clean power generation technology.
NAAQS — Ozone
As part of its ongoing CAA obligation to periodically review NAAQS to ensure that air quality is protective of human health and the environment, on October 1, 2015, the EPA set a new standard for ground-level of ozone of 70 parts per billion, down from the standard set in 2008 of 75 parts per billion. This is significant to the power sector because ground-level ozone is a product of complex chemical reactions contributed to by nitrogen oxides, or NOx, which are one of the primary emissions of concern from power plants.
Air quality in the Houston area, where seven of our power plants are located, has improved over the last two decades. As a result, the Houston area was determined by the EPA to be attaining the 1-hour ozone standard, effective November 19, 2015, and the 1997 8-hour ozone standard, effective January 29, 2016. Nevertheless, the Houston area remains in nonattainment relative to the 2008 ozone standard. The area’s status has not yet been determined for the 2015 ozone standard, but is likely to be in nonattainment as well, which could lead to further, more stringent regulation of NOx emissions from mobile sources and a number of industry sources, particularly the power industry.
Pursuant to authority granted under the CAA, the TCEQ adopted regulations to attain the earlier NAAQS for ozone including the establishment of a Cap-and-Trade program for NOx emitted by power plants in the Houston-Galveston-Brazoria ozone nonattainment area. We own and operate seven power plants that participate in this program, all of which received free NOx allowances based on historical operating profiles. At this time, our Houston-area power plants have sufficient NOx allowances to meet forecasted obligations under the program. Due to the more stringent ozone standard promulgated in 2015, allowable NOx emissions under this program could be reduced at some point in the future, which could cause us to incur additional compliance costs. However, we cannot estimate such costs until such program changes are proposed and finalized.

24



New Jersey’s High Electric Demand Day (“HEDD”) Rule limits NOx emissions from turbines and boilers. Beginning in 2015, Phase 2 of the HEDD Rule required further investments in emissions controls on some of our peaking power plants in the state and retirement of others for which investments were not economic. Specifically, we retired our 34 MW Cedar Energy Center, 60 MW Missouri Avenue Energy Center and 77 MW Middle Energy Center in 2015, and we installed emissions controls equipment at our 73 MW Carll’s Corner Energy Center and 67 MW Mickleton Energy Center. The implementation of the HEDD rule, and the method of compliance described above did not have a material impact on our financial condition, results of operations or cash flows.
Mercury and Air Toxics Standards
On February 16, 2012, the EPA promulgated the NESHAP from Coal- and Oil-fired Electric Utility Steam Generating Units and Standards of Performance for Fossil-Fuel-Fired Electric Utility, Industrial-Commercial-Institutional, and Small Industrial-Commercial-Institutional Steam Generating Units, otherwise known as MATS. MATS will reduce emissions of all hazardous air pollutants emitted by coal- and oil-fired electric generating units, including mercury (Hg), arsenic (As), chromium (Cr), nickel (Ni) and acid gases.
The EPA estimates there are approximately 1,400 units affected by MATS, consisting of approximately 1,100 existing coal-fired units and 300 oil-fired units at approximately 600 power plants. MATS required existing coal-fired units without emissions controls to retire or install controls on acid gases, mercury and particulate matter emissions by April 16, 2015. State enforcement authorities also have discretion under the CAA to provide an additional year for technology installation to comply with MATS, which many sources have successfully requested. Further, the EPA may provide, in limited circumstances due to delays in the installation of controls, an additional year extension for MATS compliance where necessary to maintain electric system reliability. Very few of these “second year” extensions have been issued. None of our facilities are subject to MATS.
MATS has been heavily litigated since its promulgation in 2012, and has been argued multiple times in the D.C. Circuit and the U.S. Supreme Court. Most recently, on June 29, 2015, the U.S. Supreme Court reversed the decision of the D.C. Circuit and remanded the case for further action. On December 15, 2015, the D.C. Circuit ruled that MATS will remain in place while the EPA corrects defects made in the rulemaking process; thus, power plants must continue to comply with MATS. Many of the announced retirements and emissions control installations undertaken to comply with MATS have already occurred.
Multi-Pollutant Programs — CAIR and CSAPR
Pursuant to authority granted under the CAA, the EPA promulgated CAIR regulations in March 2005, applicable to 28 eastern states and the District of Columbia, to facilitate attainment of its ozone and fine particulates NAAQS issued in 1997. CAIR’s goal was to reduce SO 2 emissions in these states by over 70%, and NO X emissions by over 60% from 2003 levels by 2015. CAIR established annual Cap-and-Trade programs for SO 2 and NO X as well as a seasonal program for NO X . On July 11, 2008, the D.C. Circuit invalidated CAIR, but ultimately allowed CAIR to take effect and continue to apply while the EPA designed a replacement rule. CAIR was in effect from January 1, 2009 through December 31, 2014.
On July 6, 2011, the EPA finalized CSAPR as the replacement program for CAIR. CSAPR requires a total of 28 primarily eastern states to reduce annual SO 2 emissions, annual NOx emissions and/or ozone seasonal NOx emissions to assist in attaining three NAAQS: the 1997 annual PM2.5 NAAQS, the 1997 8-hour ozone NAAQS, and the 2006 24-hour PM2.5 NAAQS. The reduction requirements in CSAPR are similar in magnitude to those in CAIR. CSAPR has been in litigation since before its original implementation, with the rule being declared invalid by the D.C. Circuit and stayed while appeals to the U.S. Supreme Court were heard.
After extended litigation over several years, CSAPR became effective on January 1, 2015 as originally proposed, but with delayed compliance timelines. The D.C. Circuit heard oral arguments regarding additional remaining legal issues on February 25, 2015. On July 28, 2015, the D.C. Circuit rejected several of the broader challenges to CSAPR, and also held that some portions of CSAPR were invalid, remanding those portions of the rule to the EPA and leaving the rules in place while the EPA crafts a remedy. The court did not set a timeline for the EPA to address the invalid provisions. At this time, the ultimate outcome of this case on remand cannot be determined. However, CSAPR took effect on January 1, 2015 and remains in effect until further action by the D.C. Circuit. On December 3, 2015, the EPA published a proposal to update CSAPR budgets for NOx during the ozone season in order to address the D.C. Circuit’s remand and also to support the 2008 ozone standard. These new budgets reflect a 37% total reduction in NOx from 2014 emissions and are proposed to take effect in 2017. These revised budgets are not expected to significantly affect our fleet of power plants.
Regional Haze
The EPA first issued the Regional Haze rule in 1999, with a focus on emissions of SO 2 , NOx, and particulate matter, particularly PM2.5. Such emissions can affect visibility regionally. In the eastern U.S., regional NOx and SO 2 programs like

25



CSAPR are considered in State Implementation Plans (“SIP”) to achieve much of the emission reductions required to reduce regional haze. However, SIPs are subject to EPA approval, and if not received, individual facilities may still be required to install additional controls under a Federal Implementation Plan (“FIP”). On January 4, 2016, the EPA finalized its rule partially disapproving Texas’ Regional Haze SIP and imposing a FIP that requires installation of SO 2 emission controls on 16 units at nine coal-fired power plants in Texas. The FIP will be effective until Texas replaces it with an approvable SIP. While this will not directly affect our fleet, it does have the potential to affect the power market in Texas because the affected facilities will either have to further reduce emissions or retire.
GHG Emissions
EPA’s regulation of GHG in response to the 2007 decision of the U.S. Supreme Court in Massachusetts v. EPA has been controversial and heavily litigated at every step of the regulatory process. Within the power industry, the EPA first proposed to regulate GHG emissions through the PSD and Title V programs, the two major permitting programs of the CAA.
These permitting rules were the subject of more than 60 petitions for review by industry and the states. The U.S. Supreme Court ultimately heard the case, and on June 23, 2014, rejected the PSD and Title V permitting rules in part but upheld the EPA’s authority to impose GHG limits on large new or modified sources if such sources were required to obtain permits for other pollutants. Our clean portfolio and additions thereto already meet the technology required by these rules. Therefore, we believe we are well-positioned to benefit from this regulatory development.
In January 2014, the EPA proposed New Source Performance Standards (“NSPS”) for GHG emissions from new power plants. In June 2014, the EPA proposed the Clean Power Plan which requires a reduction in GHG emissions from existing power plants of 30% from 2005 levels by 2030. In June 2014, the EPA also proposed GHG NSPS provisions for modified and reconstructed sources.
On October 23, 2015, the EPA published the final NSPS for GHG emissions from new, modified and reconstructed power plants and the Clean Power Plan. The final Clean Power Plan requires a reduction in GHG emissions from existing power plants of 32% from 2005 levels by 2030. The Clean Power Plan provides states flexibility in meeting the emission reduction requirements including adding renewable generation and increasing dispatch of natural gas-fired generation. The Clean Power Plan will first take effect in 2022 with more modest interim reduction requirements, which will increase to the final requirements by 2030. The Clean Power Plan is structured as a set of requirements for states to implement, with such state rulemakings required in the 2016-2018 time frame. At the same time, the EPA proposed a “Federal Plan,” which is a set of regulations the EPA will impose in the event the states do not act timely. Litigation challenging the Clean Power Plan has been filed by at least 25 states and a number of industry opponents. In addition to litigation challenging the rule on the merits, several motions for stay of the rule and for expedited consideration of the appeals were also filed. On January 21, 2016, the D.C. Circuit denied the motions for stay but agreed to the expedited consideration on the merits with oral arguments scheduled for June 2, 2016. The opponents then asked the U.S. Supreme Court to issue a stay of the Clean Power Plan. On February 9, 2016, the U.S. Supreme Court issued a stay of the Clean Power Plan until the D.C. Circuit issues a ruling on the merits and through final determination in any further appeal to the U.S. Supreme Court from the D.C. Circuit decision.
Overall, we support the Clean Power Plan and believe we are well positioned to comply with its provisions. We expect the Clean Power Plan to be beneficial to Calpine.
Several states and regional organizations have developed state-specific or regional initiatives to reduce GHG emissions through mandatory programs. The most advanced programs include California’s suite of GHG policies promulgated pursuant to AB 32, including its Cap-and-Trade program, and RGGI in the Northeast. The evolution of these programs could have a material impact on our business.
In both of these programs, a cap is established defining the maximum allowable emissions of GHGs emitted by sources subject to the program. Affected sources are required to hold one allowance for each ton of CO 2 emitted (and, in the case of California’s program, other GHGs) during the applicable compliance period. Both programs also contain provisions for the use of qualified offsets in lieu of allowances. Allowances are distributed through auctions or through allocations to affected companies. In addition, there are functional secondary markets for allowances. We obtain allowances in a variety of ways, including participation in auctions, as part of PPAs, and through bilateral or exchange transactions.
NESHAP
On January 30, 2013, the EPA finalized amendments to the NESHAP for Reciprocating Internal Combustion Engines (“RICE”). The final rule created exemptions from otherwise applicable air emission requirements for uncontrolled “emergency” diesel-fired backup generators to operate for up to 100 hours per year for “emergency demand response” (the “100-Hour Rule”)

26



and up to 50 hours per year in certain non-emergency situations as part of a financial arrangement with another entity (the “50-Hour Rule”).
On May 1, 2015, the D.C. Circuit vacated the RICE NESHAP 100-Hour Rule and further modified its original ruling on July 21, 2015. The EPA sought a stay of the mandate until May 1, 2016, which was granted by the D.C. Circuit on August 18, 2015. Accordingly, the 100-Hour Rule remains in effect until May 1, 2016. On September 23, 2015, at the request of the EPA, the D.C. Circuit remanded the 50-Hour rule without vacatur; therefore, the 50-Hour rule remains in effect while the EPA revises the rules to address concerns raised in the litigation. At this time we cannot predict the ultimate outcome of this court case or the EPA rulemaking.
Fees on Permissible Emissions
Section 185 of the CAA requires major stationary sources of NO X and VOC, such as power plants and refineries, in areas that fail to attain the NAAQS for ozone by the attainment date to pay a fee to the state or, if the state fails to collect the fee, the EPA. The fee is set in the CAA at $5,000 per ton of NO X or VOC (adjusted for inflation or approximately $9,000 per ton in 2011) and is payable on emissions that exceed 80% of each individual power plant’s baseline emissions, which are established in the year before the attainment date; however, the EPA has provided guidance for the calculation of alternative baselines. The fee will remain in effect until the designated area achieves attainment. We operate one power plant in California that is located within a designated nonattainment area subject to Section 185. The relevant agency issued a regulation in 2012 to address Section 185 fee collection that exempts our facility from the obligation to pay such fees.
State Air Emissions Regulations
California: GHG - Cap-and-Trade Regulation
California’s AB 32 requires the state to reduce statewide GHG emissions to 1990 levels by 2020. To meet this benchmark, the CARB has promulgated a number of regulations, including the Cap-and-Trade Regulation and Mandatory Reporting Rule, which took effect on January 1, 2012. These regulations have since been amended by the CARB several times.
Under the Cap-and-Trade Regulation, the first compliance period for covered entities like us began on January 1, 2013 and ended on December 31, 2014. The second and third compliance periods, wherein the program applies to a broader scope of entities, including transportation fuels and natural gas distribution, run through the end of 2017 and 2020, respectively. Covered entities must surrender compliance instruments, which include both allowances and offset credits, in an amount equivalent to their GHG emissions.
On January 1, 2014, the California Cap-and-Trade market was officially linked to the GHG Cap-and-Trade market in Quebec. The first joint GHG allowance auction occurred on November 25, 2014. Joint auctions of allowances issued by both jurisdictions, which can be used interchangeably, are held quarterly.
On May 22, 2014, the CARB approved its first update to the Climate Change Scoping Plan pursuant to AB 32. The updated scoping plan states that California is on track to meet its 2020 emissions target and makes recommendations for how the state can achieve the goal established by a 2005 executive order of reducing statewide GHG emissions to 80% below 1990 levels by 2050, including recommending the establishment of a mid-term emissions target for 2030. On April 29, 2015, California Governor Jerry Brown issued an executive order that establishes a new interim GHG reduction target of 40% below 1990 levels by 2030 and orders the CARB to update the Climate Change Scoping Plan to express the 2030 target in tons of GHG emissions.
Legislation that would enact both the 2030 and 2050 goals into law, known as Senate Bill (“SB”) 32, failed to pass in the first year of the two-year legislative session, but is expected to be reconsidered by the California Legislature in 2016. Although SB 32 has not yet been enacted into law, another bill, SB 350, which was enacted into law in 2015, requires the CPUC to adopt a process for each load-serving entity to file an integrated resource plan to ensure they meet greenhouse gas emissions reduction targets established by the CARB, in coordination with the CPUC and the California Energy Commission, for the electricity sector and each load-serving entity, which reflect the electricity sector’s percentage in achieving the economy-wide greenhouse gas emissions reductions of 40% from 1990 levels by 2030. At this time, the CARB is considering how to implement this requirement and whether the law requires it to set reduction targets for individual load-serving entities.
In April 2015, the Canadian province of Ontario announced that it would develop a Cap-and-Trade program with the aim of joining the linked California-Quebec market. Proposed regulations are expected in 2016. In December 2015, the province of Manitoba announced its intent to join the California-Quebec market. The California governor will need to make findings regarding the equivalence and enforceability of Ontario and Manitoba’s GHG emission reduction programs, and the CARB would need to adopt an amendment to the Cap-and-Trade Regulation. The governor of New York also has proposed linking RGGI, a carbon market operating in several Northeastern states, with the California program.

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Overall, we support AB 32 and expect the net impact of the Cap-and-Trade Regulation to be beneficial to Calpine. We also believe we are well positioned to comply with the Cap-and-Trade Regulation.
Northeast GHG Regulation: RGGI
Nine states in the Northeast participate in RGGI, a Cap-and-Trade program, which affects our power plants in Maine, Massachusetts, New Hampshire, New York and Delaware (together emitting about 5.4 million tons of CO 2 annually).
We receive annual allocations from New York’s long-term contract set-aside pool to cover some of the CO 2 emissions attributable to our PPAs at both the Kennedy International Airport Power Plant and Stony Brook Power Plant. We do not anticipate any significant business or financial impact from RGGI, given the efficiency of our power plants in RGGI states.
Consistent with the original memorandum of understanding under which the states created RGGI, the overall success of the RGGI program was reviewed in 2013, and is being reviewed again in 2016. The 2013 program review led to a number of changes, most significant of which was a reduction of the aggregate RGGI cap from 165 million tons to 91 million tons, slightly less than RGGI-wide emissions in 2012. We do not expect any material impact to our business from this change in regulations. At this time, it is not possible to predict the outcome of the 2016 program review.     
Other Environmental Regulations
RPS
We are subject to an RPS in multiple states in which we do business. Generally, an RPS requires each retail seller of electricity to include in its resource portfolio (the resources procured by the retail seller to supply its retail customers) a certain amount of power generated from renewable or clean energy resources by a certain date.
California RPS
As recently expanded by SB 350, California’s RPS requires retail power providers to generate or procure 33% and 50% of the power they sell to retail customers from renewable resources by 2020 and 2030, respectively, with intermediate targets leading up to 2020 and 2030. Behind-the-meter solar generally does not count towards California’s RPS requirements. Under California’s RPS, there are limits on different “buckets” of procurement that can be used to satisfy the RPS. Load-serving entities must satisfy a growing fraction of their compliance obligations with renewable power from resources located in California or delivered into California within the hour, such as our Geysers Assets. While the RPS generally depresses wholesale energy prices, the intermittency of many renewable resources presents operational flexibility challenges that present opportunities for natural gas-fired generation to provide capacity and ancillary services products.
Other States
A number of additional states have an RPS in place. Existing state-specific RPS requirements may change due to regulatory and/or legislative initiatives, and other states may consider implementing enforceable RPS in the future. Our retail subsidiary, Champion Energy, operates in states that have an RPS in place and is required to procure a certain amount of power from renewable sources or purchase renewable energy credits in order to comply with the RPS requirements.
Miscellaneous
In addition to controls on air emissions, our power plants and the equipment necessary to support them are subject to other extensive federal, state and local laws and regulations adopted for the protection of the environment and to regulate land use. The laws and regulations applicable to us primarily involve the discharge of wastewater and the use of water, but can also include wetlands protection and preservation, protection of endangered species, hazardous materials handling and disposal, waste disposal and noise regulations. Noncompliance with environmental laws and regulations can result in the imposition of civil or criminal fines or penalties. In some instances, environmental laws may also impose clean-up or other remedial obligations in the event of a release of pollutants or contaminants into the environment. The following federal laws are among the more significant environmental laws that apply to us. In most cases, analogous state laws also exist that may impose similar and, in some cases, more stringent requirements on us than those discussed below. In general, our relatively clean portfolio as compared to our competitors affords us some advantage in complying with these laws.
Clean Water Act
The federal Clean Water Act establishes requirements relating to the discharge of pollutants into waters of the U.S., including from cooling water intake structures. We are required to obtain wastewater and storm water discharge permits for wastewater and runoff, respectively, for some of our power plants. We are subject to the requirements for cooling water intake

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structures at one of our power plants. In addition, we are required to maintain spill prevention control and countermeasure plans for some of our power plants. We believe that we are in compliance with applicable discharge requirements of the Clean Water Act.
In California, the EPA delegates the implementation of Section 316(b) to the California State Water Resources Control Board (“SWRCB”). The SWRCB has promulgated its own once-through cooling policy that establishes a schedule for once-through cooling units to install closed-cycle wet cooling (i.e., cooling towers) or reduce entrainment and impingement to comparable levels as would be achieved with a cooling tower, or be retired. The compliance dates for approximately 12,000 MW of once-through cooling capacity in California occur between 2012 and 2020. We do not anticipate that the SWRCB’s policy will have a negative impact on our operations, as none of our power plants in California utilize once-through cooling systems.
Clean Water Act — Waters of the United States
On June 29, 2015, the EPA published the “Clean Water Rule: Definition of Waters of the United States Under the Clean Water Act,” which redefined and broadened the scope of Clean Water Act jurisdiction. The rule became effective on August 28, 2015. We do not anticipate that compliance with the provisions of the Clean Water Rule will have a material impact on our business.
Clean Water Act — Effluent Limit Guidelines
The EPA is required by the Clean Water Act to issue and periodically update Effluent Limit Guidelines (“ELG”) for different categories of industrial sources, including power plants. The EPA last issued power plant ELGs in the early 1980s. The EPA proposed new ELGs for the power sector in April 2013. The proposed rules would primarily be significant for coal-fired power plants, particularly wastewater from coal combustion residuals and air quality control processes. The EPA finalized the revised ELGs on September 30, 2015. These rules target waste streams from coal-fired power plants (fly ash and bottom ash transport water; wastewater from flue-gas mercury control, flue-gas desulfurization, and coal gasification processes; and leachates from combustion residual landfills and ponds) and are expected to have no direct impact on our fleet of power plants.
Safe Drinking Water Act
Part C of the Safe Drinking Water Act establishes the underground injection control program that regulates the disposal of wastes by means of deep well injection. Although geothermal production wells, which are wells that bring steam to the surface, are exempt under the Energy Policy Act of 2005 (“EPAct 2005”), we use geothermal re-injection wells to inject reclaimed wastewater back into the steam reservoir, which are subject to the underground injection control program. We believe that we are in compliance with Part C of the Safe Drinking Water Act.
Resource Conservation and Recovery Act
The Resource Conservation and Recovery Act (“RCRA”), regulates the management of solid and hazardous waste. With respect to our solid waste disposal practices at our power plants and steam fields located in The Geysers region of northern California, we are also subject to certain solid waste requirements under applicable California laws. We believe that our operations are in compliance with RCRA and related state laws.
The EPA published its final rule governing coal combustion residuals (“CCRs”) under RCRA on April 17, 2015, and the rule became effective on October 19, 2015. The rule regulates the storage and disposal of CCRs as nonhazardous waste under Subtitle D of RCRA. The rule establishes technical requirements for CCR landfills and surface impoundments (ponds) intended to ensure impoundment integrity and protection of surface, groundwater and air quality. We do not use coal, so the final CCR rule will have no direct impact on our financial condition, results of operations or cash flows.
Comprehensive Environmental Response, Compensation and Liability Act
The Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), also referred to as the Superfund, requires cleanup of sites from which there has been a release or threatened release of hazardous substances, and authorizes the EPA to take any necessary response action at Superfund sites, including ordering potentially responsible parties liable for the release to pay for such actions. Potentially responsible parties are broadly defined under CERCLA to include past and present owners and operators of, as well as generators of, wastes sent to a site. As of the filing of this Report, we are not subject to any material liability for any Superfund matters. However, we generate certain wastes, including hazardous wastes, and send certain of our wastes to third party waste disposal sites. As a result, there can be no assurance that we will not incur a liability under CERCLA in the future.

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Federal Litigation Regarding Liability for GHG Emissions
Litigation relating to common law tort liability for GHG emissions is working its way through the federal courts. While the U.S. Supreme Court has established that, in light of the EPA regulation of GHGs under the CAA, companies cannot be sued under federal common law theories of nuisance and negligence for their contribution to climate change, questions remain as to the viability of related state-law claims. In general, these state law-related claims have been unsuccessful in assigning tort liability for GHG emissions to power generators. We cannot predict the outcomes of these cases or what impact such cases, if successful, could have on our business.
Power and Natural Gas Matters
Federal Regulation of Power
FERC Jurisdiction
Electric utilities have been highly regulated by the federal government since the 1930s, principally under the Federal Power Act (“FPA”) and the U.S. Public Utility Holding Company Act of 1935. These statutes have been amended and supplemented by subsequent legislation, including PURPA, EPAct 2005, and PUHCA 2005. These particular statutes and regulations are discussed in more detail below.
The FPA grants the federal government broad authority over electric utilities and independent power producers, and vests its authority in the FERC. Unless otherwise exempt, any person that owns or operates facilities used for the wholesale sale or transmission of power in interstate commerce is a public utility subject to FERC’s jurisdiction. The FERC governs, among other things, the disposition of certain utility property, the issuance of securities by public utilities, the rates, the terms and conditions for the transmission or wholesale sale of power in interstate commerce, the interlocking directorates, and the uniform system of accounts and reporting requirements for public utilities.
The majority of our power plants are subject to FERC’s jurisdiction; however, certain power plants qualify for available exemptions. FERC’s jurisdiction over EWGs under the FPA applies to the majority of our power plants because they are EWGs or are owned by EWGs, except our EWGs located in ERCOT. Power plants located in ERCOT are exempt from many FERC regulations under the FPA. Many of our power plants that are not EWGs are operated as QFs under PURPA. Several of our affiliates have been granted authority to engage in sales at market-based rates and blanket authority to issue securities, and have also been granted certain waivers of FERC reporting and accounting regulations available to non-traditional public utilities; however, we cannot assure that such authorities or waivers will not be revoked for these affiliates or will be granted in the future to other affiliates.
FERC has the right to review books and records of “holding companies,” as defined in PUHCA 2005, that are determined by FERC to be relevant to the companies’ respective FERC-jurisdictional rates. We are considered a holding company, as defined in PUHCA 2005, by virtue of our control of the outstanding voting securities of our subsidiaries that own or operate power plants used for the generation of power for sale, or that are themselves holding companies. However, we are exempt from FERC’s books and records inspection rights pursuant to one of the limited exemptions under PUHCA 2005 as we are a holding company due solely to our owning one or more QFs, EWGs and Foreign Utility Companies (“FUCOs”). If any of our entities were not a QF, EWG or FUCO, then we and our holding company subsidiaries would be subject to the books and records access requirement.
FERC has civil penalty authority over violations of any provision of Part II of the FPA, as well as any rule or order issued thereunder. FERC is authorized to assess a maximum civil penalty of $1 million per violation for each day that the violation continues. The FPA also provides for the assessment of criminal fines and imprisonment for violations under Part II of the FPA. This penalty authority was enhanced in EPAct 2005. With this expanded enforcement authority, violations of the FPA and FERC’s regulations could potentially have more serious consequences than in the past.
Pursuant to EPAct 2005, NERC has been certified by the FERC as the Electric Reliability Organization to develop and enforce reliability standards and critical infrastructure protection standards, which protect the bulk power system against potential disruptions from cyber and physical security breaches. The FERC standards are applicable throughout the U.S. and are subject to FERC review and approval. FERC-approved reliability standards may be enforced by FERC independently, or, alternatively, by NERC and the regional reliability organizations with frontline responsibility for auditing, investigating and otherwise ensuring compliance with reliability standards, subject to FERC oversight. The critical infrastructure protection standards focus on controlling access to critical physical and cybersecurity assets, including supervisory control and data acquisition systems for the electric grid. Compliance with these standards is mandatory. Monetary penalties of up to $1 million per day per violation may be assessed for violations of the reliability and critical infrastructure protection standards.

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FERC’s policies and rules will continue to evolve, and the FERC may amend or revise them, or may introduce new policies or rules in the future. The impact of such policies and rules on our business is uncertain and cannot be predicted at this time.
Demand Response
The FERC’s Order No. 745 regarding compensation of demand response in the energy market was appealed to the D.C. Circuit. In May 2014, the D.C. Circuit issued an order vacating and remanding Order No. 745 on the basis that the FERC does not have jurisdiction to regulate demand response in the energy market. On January 15, 2015, the FERC and several other entities filed petitions for certiorari with the U.S. Supreme Court, asking for review of the D.C. Circuit’s decision. Also, on October 20, 2014, the D.C. Circuit granted the FERC’s request for a stay of the decision. On January 25, 2016, the U.S. Supreme Court issued a decision reversing and remanding the D.C. Circuit’s decision, finding that the Federal Power Act provides the FERC with the authority to regulate compensation for demand response providers. The D.C. Circuit also found that the FERC was justified in setting the rate for energy paid to demand response providers in organized markets at the locational marginal price.
State Regulation of Power
State Public Utility Commissions, or PUC(s), have historically had broad authority to regulate both the rates charged by, and the financial activities of, electric utilities operating in their states and to promulgate regulation for implementation of PURPA. Since all of our affiliates are either QFs or EWGs, none of our affiliates are currently subject to direct rate regulation by a state PUC. However, states may assert jurisdiction over the siting and construction of power generating facilities including QFs and EWGs and, with the exception of QFs, over the issuance of securities and the sale or other transfer of assets by these facilities.
State PUCs also maintain extensive control over the procurement of wholesale power by the utilities that they regulate. Many of these utilities are our customers, and agreements between us and these counterparties often require approval by state PUCs.
Power Regions
The following is a brief overview of the most significant regulatory issues affecting our business in our core power regions — CAISO, ERCOT, PJM and ISO-NE. The CAISO market is in our West segment. The ERCOT market is in our Texas segment. The PJM and ISO-NE markets are in our East segment.
CAISO
The majority of our power plants in our West segment are located in California, in the CAISO region. We also own one power plant in Arizona and one in Oregon.
CAISO is responsible for ensuring the safe and reliable operation of the transmission grid within the bulk of California and providing open, nondiscriminatory transmission services. CAISO maintains various markets for wholesale sales of power, differentiated by time and type of electrical service, into which our subsidiaries may sell power from time to time. These markets are subject to various controls, such as price caps and mitigation of bids when transmission constraints arise. The controls and the markets themselves are subject to regulatory change at any time.
The CPUC and CAISO continue to evaluate capacity procurement policies and products for the California power market. With the expectation of significant increases in renewables, both entities are evaluating the need for operational flexibility, including the ability to start and ramp quickly as well as the ability to operate efficiently at low output levels or cycle off. We are an active participant in these discussions and support products and policies that would provide appropriate compensation for the required attributes. As these proceedings are ongoing, we cannot predict the ultimate impact on our financial condition, results of operations or cash flows, although we believe our fleet offers many features that can, and do, provide operational flexibility to the power markets.
ERCOT
ERCOT is the ISO that manages approximately 85% of Texas’ load and an electric grid covering about 75% of the state, overseeing transactions associated with Texas’ competitive wholesale and retail power markets. FERC does not regulate wholesale sales of power in ERCOT. The PUCT exercises regulatory jurisdiction over the rates and services of any electric utility conducting business within Texas. Our subsidiaries that own power plants in Texas have power generation company status at the PUCT, and are either EWGs or QFs and are exempt from PUCT rate regulation. ERCOT ensures resource adequacy through an energy-only model. In ERCOT, there is a market offer price cap for energy and capacity services purchased by ERCOT. Under certain market conditions, the offer cap could be lower. Our subsidiaries are subject to the offer cap rules, but only for sales of power and capacity services to ERCOT.

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The PUCT is considering changes regarding its approach to resource adequacy, including price formation. ERCOT successfully launched the Operating Reserve Demand Curve (“ORDC”) functionality on June 1, 2014. This application produces a price “adder” to the clearing price of energy that increases as reserve capacity declines. The PUCT requested a review of the effectiveness of the ORDC and requested input from ERCOT and market participants, including any recommendations to improve the ORDC. The PUCT continues to consider the appropriate reliability standard that should be used to set ERCOT’s planning reserve margin. As these proceedings are ongoing and the timing of these changes is uncertain, we cannot predict the ultimate impact on our financial condition, results of operations or cash flows.
PJM
PJM operates wholesale power markets, a locationally based capacity market, a forward capacity market and ancillary service markets. PJM also performs transmission planning for the region. The rules and regulations affecting PJM power markets and transmission are subject to change at any time.
PJM experienced several unusual cold weather events during January 2014. PJM maintained system reliability, but the system was challenged. In order to address some of these challenges, PJM filed proposed capacity market rule changes in December 2014 which include stronger performance incentives and more significant penalties for failure to perform during peak power system conditions. On June 9, 2015, the FERC approved PJM’s proposed changes with minor alterations, and on July 22, 2015, the FERC granted rehearing of its June 9, 2015 order in order to permit qualifying demand response and energy efficiency resources to participate in the transition auctions. As a result of the FERC’s orders, PJM conducted the 2018/2019 base residual auction in August 2015 and the transition auctions for the 2016/2017 and 2017/2018 delivery periods were conducted shortly thereafter. All of these auctions included the capacity performance measures approved by the FERC. We support PJM’s capacity market rule changes and believe that, overall, they enhance the competitiveness and reliability of the PJM power market.
Beginning several years ago, New Jersey and Maryland each directed their load serving entities to issue requests for proposals (“RFP”) for the construction of new natural gas-fired generation plants in their respective states and to enter into long term capacity contracts with the generators selected in the RFP process. Each state directed its load serving entities to purchase capacity from the winning generators at guaranteed prices for 15 to 20 years. Under the terms of the state-mandated contracts, the winning generators were required to bid their capacity into PJM’s annual capacity auction. Several generators and load serving entities challenged the New Jersey and Maryland actions in federal court, arguing that the states’ actions impermissibly interfered with the FERC’s exclusive jurisdiction over wholesale capacity markets. The generators and load serving entities prevailed in their challenges against the states in federal district court and before the Third and Fourth Circuits of the U.S. Courts of Appeals. The states and one of the winning generators filed petitions for certiorari with the U.S. Supreme Court. On October 19, 2015, the U.S. Supreme Court granted certiorari for the appeal of the Fourth Circuit decision. Oral argument is scheduled for February 24, 2016.
ISO-NE
We have three power plants in our East segment located in Massachusetts, Maine and New Hampshire, all of which participate in the regional wholesale market in which ISO-NE is the RTO. ISO-NE has broad authority over the day-to-day operation of the transmission system and, among other responsibilities, operates a day-ahead and real-time wholesale energy market, a forward capacity market and an ancillary services market.
ISO-NE continues to propose refinements to various aspects of its tariff that may affect overall market opportunities, but the likelihood and potential impact of any pending proposals on our business is currently unknown. FERC-approved changes to the ISO’s capacity market will result in significantly higher penalties for assets that fail to perform during shortage events beginning with the 2018-2019 commitment period.
Several New England states have regulations in place or are considering legislation that would allow their investor owned utilities to enter into long-term contracts for transportation capacity on new interstate pipelines and/or agreements for new Canadian hydro imports. We cannot predict at this time whether any of these state-sponsored initiatives will come to fruition. Thus, the impact these efforts may have on our business is currently unknown.
Regulation of Transportation and Sale of Natural Gas
Since the majority of our power generating capacity is derived from natural gas-fired power plants, we are broadly impacted by federal regulation of natural gas transportation and sales. Furthermore, one of our natural gas transportation pipelines in Texas is subject to dual jurisdiction by the FERC and the Texas Railroad Commission. This pipeline is an intrastate pipeline within the meaning of Section 2(16) of the Natural Gas Policy Act (“NGPA”). FERC regulates the rates charged by this pipeline for transportation services performed under Section 311 of the NGPA, and the Texas Railroad Commission regulates the rates and services provided by this pipeline as a gas utility in Texas. We also own a pipeline in Texas that is subject to the Texas Railroad Commission regulation as a Texas gas utility.

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We also operate a proprietary pipeline system in California, which is regulated by the U.S. Department of Transportation and the Pipeline and Hazardous Materials Safety Administration with regard to safety matters. Additionally, some of our power plants own and operate short pipeline laterals that connect the natural gas-fired power plants to the North American natural gas grid. Some of these laterals are subject to state and/or federal safety regulations.
The FERC has civil penalty authority for violations of the Natural Gas Act (“NGA”) and NGPA, as well as any rule or order issued thereunder. The FERC’s regulations specifically prohibit the manipulation of the natural gas markets by making it unlawful for any entity in connection with the purchase or sale of natural gas, or the purchase or sale of transportation service under the FERC’s jurisdiction, to engage in fraudulent or deceptive practices. Similar to its penalty authority under the FPA described above, the FERC is authorized to assess a maximum civil penalty of $1 million per violation for each day that the violation continues. The NGA and NGPA also provide for the assessment of criminal fines and imprisonment time for violations.
Federal Regulation of Futures and Other Derivatives
CFTC Regulation of Futures Transactions
The CFTC has regulatory oversight of the futures markets, including trading on NYMEX for energy, and licensed futures professionals such as brokers, clearing members and large traders. In connection with its oversight of the futures markets and NYMEX, the CFTC regularly investigates market irregularities and potential manipulation of those markets. Recent laws also give the CFTC certain powers with respect to broker-type markets referred to as “exempt commercial markets” or ECMs, including the Intercontinental Exchange. The CFTC monitors activities in the OTC, ECM and physical markets that may be undertaken for the purpose of influencing futures prices. With respect to ECMs, the CFTC exercises only light-handed regulation primarily related to trade reporting, price dissemination and record retention (including retention of fraudulent claims and allegations).
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010
CFTC Regulation of Derivatives Transactions
The Dodd-Frank Act, which was signed into law on July 21, 2010, contains a variety of provisions designed to regulate financial markets, including credit and derivatives transactions. Title VII of the Dodd-Frank Act addresses regulatory reform of the OTC derivatives market in the U.S. and significantly changes the regulatory framework of this market. Certain Title VII regulations have been finalized and are effective though some regulations remain subject to a delayed compliance schedule. Other key regulations have not been finalized as of this time or remain in draft form. Until all of these regulations have been finalized, the extent to which the provisions of Title VII might affect our derivatives activities cannot be completely known.
While we are closely monitoring this rulemaking process from the CFTC (including related no-action relief, interpretations and orders), we have reviewed and assessed the impact of the CFTC’s Title VII regulations on our business and related processes, and we have adjusted our internal procedures where necessary to comply with the applicable statutory law and related Title VII regulations which are effective at this time. We will continue to monitor all relevant developments and rulemaking initiatives and expect to successfully implement any new applicable requirements.
EMPLOYEES
At December 31, 2015 , we employed 2,209 full-time employees, of whom 165 were represented by collective bargaining agreements. One collective bargaining agreement, representing a total of 67 employees, will expire within one year. We have never experienced a work stoppage or a strike.
Item 1A.
Risk Factors
Commercial Operations
Our financial performance is impacted by price fluctuations in the wholesale power and natural gas markets and other market factors that are beyond our control.
Market prices for power, generation capacity, ancillary services, natural gas and fuel oil are unpredictable and fluctuate substantially. Unlike most other commodities, power can only be stored on a very limited basis and generally must be produced concurrently with its use. As a result, power prices are subject to significant volatility due to supply and demand imbalances, especially in the day-ahead and spot markets. Long- and short-term power and natural gas prices may also fluctuate substantially due to other factors outside of our control, including:
increases and decreases in generation capacity in our markets, including the addition of new supplies of power as a result of the development of new power plants, expansion of existing power plants or additional transmission capacity;

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changes in power transmission or fuel transportation capacity constraints or inefficiencies;
power supply disruptions, including power plant outages and transmission disruptions;
weather conditions, particularly unusually mild summers or warm winters in our market areas;
quarterly and seasonal fluctuations;
an economic downturn which could negatively impact demand for power;
changes in the supply of commodities, including but not limited to coal, natural gas and fuel oil;
changes in the demand for power or in patterns of power usage, including the potential development of demand-side management tools and practices;
development of new fuels or new technologies for the production or storage of power;
federal and state regulations and actions of the ISOs;
federal and state power, market and environmental regulation and legislation, including mandating an RPS or creating financial incentives, each resulting in new renewable energy generation capacity creating oversupply;
changes in prices related to RECs and other environmental allowance products; and
changes in capacity prices and capacity markets.
These factors have caused our operating results to fluctuate in the past and will continue to cause them to do so in the future.
Our revenues and results of operations depend on market rules, regulation and other forces beyond our control.
Our revenues and results of operations are influenced by factors that are beyond our control, including:
rate caps, price limitations and bidding rules imposed by ISOs, RTOs and other market regulators that may impair our ability to recover our costs and limit our return on our capital investments;
regulations promulgated by the FERC and the CFTC;
sufficient liquidity in the forward commodity markets to conduct our hedging activities;
some of our competitors (mainly utilities) receive entitlement-guaranteed rates of return on their capital investments, with returns that exceed market returns and may impact our ability to sell our power at economical rates;
structure and operating characteristics of our capacity markets such as our PJM capacity auctions and our NYISO markets; and
regulations and market rules related to our RECs.
Accounting for our hedging activities may increase the volatility in our quarterly and annual financial results.
We engage in commodity-related marketing and price-risk management activities in order to economically hedge our exposure to market risk with respect to power sales from our power plants, fuel utilized by those assets and emission allowances. We generally attempt to balance our fixed-price physical and financial purchases, and sales commitments in terms of contract volumes and the timing of performance and delivery obligations through the use of financial and physical derivative contracts. These derivatives are accounted for under U.S. GAAP, which requires us to record all derivatives on the balance sheet at fair value unless they qualify for, and we elect, the normal purchase normal sale exemption. As a result, we are unable to accurately predict the impact that our risk management decisions may have on our quarterly and annual financial results.

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The use of hedging agreements may not work as planned or fully protect us and could result in financial losses.
We typically enter into hedging agreements, including contracts to purchase or sell commodities at future dates and at fixed prices, in order to manage our commodity price risks. These activities, although intended to mitigate price volatility, expose us to risks related to commodity price movements, deviations in weather and other risks. When we sell power forward, we may be required to post significant amounts of cash collateral or other credit support to our counterparties, and we give up the opportunity to sell power at higher prices if spot prices are higher in the future. Further, if the values of the financial contracts change in a manner that we do not anticipate, or if a counterparty fails to perform under a contract, it could harm our financial condition, results of operations and cash flows.
We do not typically hedge the entire exposure of our operations against commodity price volatility. To the extent we do not hedge against commodity price volatility, our financial condition, results of operations and cash flows may be diminished based upon adverse movement in commodity prices.
In addition, we have various internal policies and procedures designed to monitor hedging activities and positions. These policies and procedures are designed, in part, to prevent unauthorized purchases or sales of products by our employees. We cannot assure, however, that these steps will detect and prevent all violations of our Risk Management Policy, particularly if deception or other intentional misconduct is involved. A significant policy violation that is not detected could result in a material financial loss for us.
Our ability to enter into hedging agreements and manage our counterparty credit risk could adversely affect us.
Our wholesale and retail customer and supplier counterparties may experience deteriorating credit. These conditions could cause counterparties in the natural gas and power markets, particularly in the energy commodity derivative markets that we rely on for our hedging activities, to withdraw from participation in those markets. If multiple parties withdraw from those markets, market liquidity may be threatened, which in turn could adversely impact our business and create more volatility in our earnings. Additionally, these conditions may cause our counterparties to seek bankruptcy protection under Chapter 11 or liquidation under Chapter 7 of the U.S. Bankruptcy Code. Our credit risk may be exacerbated to the extent collateral held by us cannot be realized or is liquidated at prices not sufficient to recover the full amount of the exposure due to us. There can be no assurance that any such losses or impairments to the carrying value of our financial assets would not materially and adversely affect our financial condition, results of operations and cash flows.
Competition in the power generation industry could adversely affect our performance.
The power generation industry is characterized by intense competition, and we encounter competition from utilities, industrial companies, marketing and trading companies and other independent power producers. This competition has put pressure on power utilities to lower their costs, including the cost of purchased power, and increasing competition in the supply of power in the future could increase this pressure. In addition, construction during the last decade has created excess power supply and higher reserve margins in the power trading markets, putting downward pressure on prices.
Other companies we compete with may have greater liquidity, greater access to credit and other financial resources, lower cost structures, greater ability to incur losses, longer-standing relationships with customers, greater potential for profitability from ancillary services or greater flexibility in the timing of their sale of generation capacity and ancillary services than we do.
In certain situations, our PPAs and other contractual arrangements, including construction agreements, commodity contracts, maintenance agreements and other arrangements, may be terminated by the counterparty and/or may allow the counterparty to seek liquidated damages.
The situations that could allow a counterparty to terminate the contract and/or seek liquidated damages include:
the cessation or abandonment of the development, construction, maintenance or operation of a power plant;
failure of a power plant to achieve construction milestones or commercial operation by agreed-upon deadlines;
failure of a power plant to achieve certain output or efficiency minimums;
our failure to make any of the payments owed to the counterparty or to establish, maintain, restore, extend the term of or increase any required collateral;
failure of a power plant to obtain material permits and regulatory approvals by agreed-upon deadlines;
a material breach of a representation or warranty or our failure to observe, comply with or perform any other material obligation under the contract; or

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events of liquidation, dissolution, insolvency or bankruptcy.
Revenue may be reduced significantly upon expiration or termination of our PPAs.
Some of the capacity from our existing portfolio is sold under long-term PPAs that expire at various times. We seek to sell any capacity not sold under long-term PPAs, on a short-term basis as market opportunities arise. Our non-contracted capacity is generally sold on the spot market at current market prices as merchant energy. When the terms of each of our various PPAs expire, it is possible that the price paid to us for the generation of power under subsequent arrangements or in short-term markets may be significantly less than the price that had been paid to us under the PPA. Power plants without long-term PPAs involve risk and uncertainty in forecasting future demand load for merchant sales because they are exposed to market fluctuations for some or all of their generating capacity and output. A significant under- or over-estimation of load requirements may increase our operating costs. Without the benefit of long-term PPAs, we may not be able to sell any or all of the capacity from these power plants at commercially attractive rates and these power plants may not be able to operate profitably. Certain of our PPAs have values in excess of current market prices. We are at risk of loss of margins to the extent that these contracts expire or are terminated and we are unable to replace them on comparable terms. Additionally, our PPAs contain termination provisions standard to contracts in our industry such as negligence, performance default or prolonged events of force majeure.
The introduction or expansion of competing technologies for power generation and demand-side management tools could adversely affect our performance.
The power generation business has seen a substantial change in the technologies used to produce power. With federal and state incentives for the development and production of renewable sources of power, we have seen market penetration of competing technologies, such as wind, solar, and commercial-sized power storage. Additionally, the development of demand-side management tools and practices can impact peak demand requirements for some of our markets at certain times during the year. The continued development of subsidized, competing power generation technologies and significant development of demand-side management tools and practices could alter the market and price structure for power and negatively impact our financial condition, results of operations and cash flows.
Power Operations
Our power generating operations performance involves significant risks and hazards and may be below expected levels of output or efficiency.
The operation of power plants involves risks, including the breakdown or failure of power generation equipment, transmission lines, pipelines or other equipment or processes, performance below expected levels of output or efficiency and risks related to the creditworthiness of our contract counterparties and the creditworthiness of our counterparties’ customers or other parties, such as steam hosts, with whom our counterparties have contracted. From time to time our power plants have experienced unplanned outages, including extensions of scheduled outages due to equipment breakdowns, failures or other problems and are an inherent risk of our business. Unplanned outages typically can result in lost revenues, increase our maintenance expenses and may reduce our profitability, which could have a material adverse effect on our financial condition, results of operations and cash flows.
In addition, an unplanned outage may prevent the affected power plant from performing under any applicable PPAs, commodity contracts or other contractual arrangements. Such failure may allow a counterparty to terminate an agreement and/or seek liquidated damages, and we could incur costs to cover our hedges. Although insurance is maintained to partially protect against operating risks, the proceeds of insurance may not be adequate to cover lost revenues or increased expenses. As a result, we could be unable to service principal and interest payments under, or may otherwise breach, our financing obligations, particularly with respect to the affected power plant, which could result in losing our interest in the affected power plant or, possibly, one or more other power plants.
We may be subject to future claims, litigation and enforcement.
Our power generating operations are inherently hazardous and may lead to catastrophic events, including loss of life, personal injury and destruction of property, and subject us to litigation. Natural gas is highly explosive and power generation involves hazardous activities, including acquiring, transporting and delivering fuel, operating large pieces of rotating equipment and delivering power to transmission and distribution systems. These and other hazards can cause severe damage to and destruction of property, plant and equipment and suspension of operations. In the worst circumstances, catastrophic events can cause significant personal injury or loss of life. Further, the occurrence of any one of these events may result in us being named as a defendant in lawsuits asserting claims for substantial damages. We maintain an amount of insurance protection that we consider adequate;

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however, we cannot provide any assurance that the insurance will be sufficient or effective under all circumstances and against all hazards or liabilities to which we are subject.
Additionally, we are party to various litigation matters, including regulatory and administrative proceedings arising out of the normal course of business. We review our litigation activities and determine if an unfavorable outcome to us is considered “remote,” “reasonably possible” or “probable” as defined by U.S. GAAP. Where we have determined an unfavorable outcome is probable and is reasonably estimable, we accrue for potential litigation losses. A successful claim against us that is not fully insured could be material. The liability we may ultimately incur with respect to such litigation matters, in the event of a negative outcome, may be in excess of amounts currently accrued, if any. Where we determine an unfavorable outcome is not probable or reasonably estimable, we do not accrue for any potential litigation loss. The ultimate outcome of these litigation matters cannot presently be determined, nor can the liability that could potentially result from a negative outcome be reasonably estimated. As a result, we give no assurance that such litigation matters would, individually or in the aggregate, not have a material adverse effect on our financial condition, results of operations or cash flows. See also Note 15 of the Notes to Consolidated Financial Statements for a description of our more significant litigation matters.
We rely on power transmission and fuel distribution facilities owned and operated by other companies.
We depend on facilities and assets that we do not own or control for the transmission to our customers of the power produced by our power plants and the distribution of natural gas fuel or fuel oil to our power plants. If these transmission and distribution systems are disrupted or capacity on those systems is inadequate, our ability to sell and deliver power products or obtain fuel may be hindered. ISOs that oversee transmission systems in regional power markets have imposed price limitations and other mechanisms to address volatility in their power markets. Existing congestion, as well as expansion of transmission systems, could affect our performance, which in turn could adversely impact our business.
Our power project development and construction activities involve risk and may not be successful.
The development and construction of power plants is subject to substantial risks. In connection with the development of a power plant, we must generally obtain:
necessary power generation equipment;
governmental permits and approvals including environmental permits and approvals;
fuel supply and transportation agreements;
sufficient equity capital and debt financing;
power transmission agreements;
water supply and wastewater discharge agreements or permits; and
site agreements and construction contracts.
To the extent that our development and construction activities continue or expand, we may be unsuccessful on a timely and profitable basis. Although we may attempt to minimize the financial risks of these activities by securing a favorable PPA and arranging adequate financing prior to the commencement of construction, the development of a power project may require us to expend significant cash sums for preliminary engineering, permitting, legal and other expenses before we can determine whether a project is feasible, economically attractive or financeable. The process for obtaining governmental permits and approvals is complicated and lengthy, often taking more than one year, and is subject to significant uncertainties. We may be unable to obtain all necessary licenses, permits, approvals and certificates for proposed projects, and completed power plants may not comply with all applicable permit conditions, statutes or regulations. In addition, regulatory compliance for the construction and operation of our power plants can be a costly and time-consuming process. Intricate and changing environmental and other regulatory requirements may necessitate substantial expenditures to obtain and maintain permits. If a project is unable to function as planned due to changing requirements, loss of required permits or regulatory status or local opposition, it may create expensive delays, extended periods of non-operation or significant loss of value in a project resulting in potential impairments.

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We may be unable to obtain an adequate supply of fuel in the future.
We obtain substantially all of our physical natural gas and fuel oil supply from third parties pursuant to arrangements that vary in term, pricing structure, firmness and delivery flexibility. Our physical natural gas and fuel oil supply arrangements must be coordinated with transportation agreements, balancing agreements, storage services, financial hedging transactions and other contracts so that the natural gas and fuel oil is delivered to our power plants at the times, in the quantities and otherwise in a manner that meets the needs of our generation portfolio and our customers. We must also comply with laws and regulations governing natural gas transportation.
Additionally, the PJM power market has recently experienced an increase in natural gas-fired generation assets that supply electricity to the area. As a result, there has been a corresponding increase in the need for natural gas transmission assets to supply the generation assets with fuel to generate power. When extreme cold temperatures rapidly increase the demand for natural gas used for residential heating, it can also create constraints on natural gas pipelines that serve power generation assets. When these conditions exist, it could interrupt the fuel supply to our natural gas-fired power plants in the PJM power market, although some of our natural gas-fired power plants in this region are dual-fuel and benefit from the ability to operate on both natural gas and fuel oil.
While adequate supplies of natural gas and fuel oil are currently available to us at prices we believe are reasonable for each of our power plants, we are exposed to increases in the price of natural gas and fuel oil, and it is possible that sufficient supplies to operate our portfolio profitably may not continue to be available to us. In addition, we face risks with regard to the delivery to and the use of natural gas and fuel oil by our power plants including the following:
transportation may be unavailable if pipeline infrastructure is damaged or disabled;
pipeline tariff changes may adversely affect our ability to, or cost to, deliver natural gas and fuel oil supply;
third-party suppliers may default on natural gas supply obligations, and we may be unable to replace supplies currently under contract;
market liquidity for physical natural gas and fuel oil or availability of natural gas and fuel oil services (e.g. storage) may be insufficient or available only at prices that are not acceptable to us;
natural gas and fuel oil quality variation may adversely affect our power plant operations;
our natural gas and fuel oil operations capability may be compromised due to various events such as natural disaster, loss of key personnel or loss of critical infrastructure;
fuel supplies diverted to residential heating for humanitarian reasons; and
any other reasons.
Our power plants and construction projects are subject to impairments.
If we were to experience a significant reduction in our expected revenues and operating cash flows for an extended period of time from a prolonged economic downturn or from advances or changes in technologies, we could experience future impairments of our power plant assets as a result. There can be no assurance that any such losses or impairments to the carrying value of our financial assets would not have a material adverse impact on our financial condition, results of operations and cash flows.
Our geothermal power reserves may be inadequate for our operations.
In connection with each geothermal power plant, we estimate the productivity of the geothermal resource and the expected decline in productivity. The productivity of a geothermal resource may decline more than anticipated, resulting in insufficient reserves being available for sustained generation of the power capacity desired. In addition, we may not be able to successfully manage the development and operation of our geothermal reservoirs or accurately estimate the quantity or productivity of our steam reserves. An incorrect estimate or inability to manage our geothermal reserves or a decline in productivity could adversely affect our results of operations or financial condition. In addition, the development and operation of geothermal power resources are subject to substantial risks and uncertainties. The successful exploitation of a geothermal power resource ultimately depends upon many factors including the following:
the heat content of the extractable steam or fluids;
the geology of the reservoir;
the total amount of recoverable reserves;

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operating expenses relating to the extraction of steam or fluids;
price levels relating to the extraction of steam, fluids or power generated; and
capital expenditure requirements relating primarily to the drilling of new wells.
Significant events beyond our control, such as natural disasters, including weather-related events, or acts of terrorism (including cyber attacks), could damage our power plants or our corporate offices or cause a loss of system load and may impact us in unpredictable ways.
Certain of our geothermal and natural gas-fired power plants, particularly in the West, are subject to frequent low-level seismic disturbances and a persistent risk of wildfires, such as the September 2015 wildfire incident at our Geysers Assets in Lake and Sonoma Counties, California, affecting five of our 14 power plants in the region. More significant seismic disturbances are possible. In addition, other areas in which we operate, particularly in Texas and the Southeast, experience tornados and hurricanes. Operations at our corporate offices in Houston, Texas could be substantially affected by a hurricane. Any significant loss of system load resulting from a weather-related event could negatively impact our wholesale business and retail subsidiary. Such events could damage or shut down our power plants, power transmission or the fuel supply facilities upon which our wholesale business and retail subsidiary is dependent. Our existing power plants are built to withstand relatively significant levels of seismic and other disturbances, and we believe we maintain adequate insurance protection. However, earthquake, property damage or business interruption insurance may be inadequate to cover all potential losses sustained in the event of serious damages to our power plants or disruptions to our wholesale and retail operations due to natural disasters.
In addition to physical damage to our power plants, the risk of future terrorist activity (including cyber attacks) could result in adverse changes in the insurance markets and disruptions in the power and fuel markets. These events could also adversely affect the U.S. economy, create instability in the financial markets and, as a result, have an adverse effect on our ability to access capital on terms and conditions acceptable to us.
Our business, financial condition and results of operations could be adversely impacted by strikes or work stoppages by unionized employees or by our inability to replace key employees.
Approximately 7% of our employees are subject to collective bargaining agreements. In the event that our union employees participate in a strike, work stoppage or engage in other forms of labor disruption, we would be responsible for procuring replacement labor and could experience reduced power generation or outages.
In addition, our success is largely dependent on the skills, experience and efforts of our people. The loss of the services of one or more members of our senior management or of numerous employees with critical skills could have a negative effect on our business, financial condition and results of operations and future growth if we were unable to replace them.
We depend on computer and telecommunications systems we do not own or control and failures in our systems or a cybersecurity attack or breach of our IT systems or technology could significantly disrupt our business operations or result in sensitive customer information being compromised which would negatively materially impact our reputation and/or results of operations.
We have entered into agreements with third parties for hardware, software, telecommunications and other information technology services in connection with the operation of our power plants. In addition, we have developed proprietary software systems, management techniques and other information technologies incorporating software licensed from third parties. We also rely on software systems owned and operated by third parties, such as ISOs and RTOs, to be functioning in order to be able to transmit the electricity produced by our power plants to our customers. It is possible we or a third party that we rely on could incur interruptions from a loss of communications, hardware or software failures, a cybersecurity attack or a breach of our IT systems or technology, computer viruses or malware. We believe that we have positive relations with our vendors and maintain adequate anti-virus and malware software and controls; however, any interruptions to our arrangements with third parties, to our computing and communications infrastructure, or to our information systems or any of those operated by a third party that we rely on could significantly disrupt our business operations.
A cyber attack of our systems or networks that impairs our information technology systems could disrupt our business operations and result in loss of service to customers. We have a comprehensive cybersecurity program designed to protect and preserve the integrity of our information technology systems. We have experienced and expect to continue to experience actual or attempted cyber attacks of our IT systems or networks; however, none of these actual or attempted cyber attacks has had a material impact on our operations or financial condition.

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Additionally, our retail subsidiary requires access to sensitive customer information in the ordinary course of business. If a significant data breach occurred, the reputation of our retail subsidiary may be adversely affected, customer confidence may be diminished, or our retail subsidiary may be subject to legal claims, any of which may contribute to the loss of customers and have a material adverse impact on our retail subsidiary.
Capital Resources; Liquidity
We have substantial liquidity needs and could face liquidity pressure.
As of December 31, 2015 , our consolidated debt outstanding was $12.1 billion , of which approximately $8.6 billion was outstanding under our Senior Unsecured Notes, First Lien Term Loans and First Lien Notes. In addition, we had $ 755 million issued in letters of credit and our pro rata share of unconsolidated subsidiary debt was approximately $135 million . Although we significantly extended our maturities during the last several years, we could face liquidity challenges as we continue to have substantial debt and substantial liquidity needs in the operation of our business. Our ability to make payments on our indebtedness, to meet margin requirements and to fund planned capital expenditures and development efforts will depend on our ability to generate cash in the future from our operations and our ability to access the capital markets. This, to a certain extent, is dependent upon industry conditions, as well as general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control, as discussed further in “— Commercial Operations” above. Although we are permitted to enter into new project financing credit facilities to fund our development and construction activities, there can be no assurance that we will not face liquidity pressure in the future.
We also have exposure to many different financial institutions and counterparties including those under our Senior Unsecured Notes, First Lien Term Loans, First Lien Notes, Corporate Revolving Facility and other credit and financing arrangements as we routinely execute transactions in connection with our hedging and optimization activities, including brokers and dealers, commercial banks, investment banks and other institutions and industry participants. Many of these transactions expose us to credit risk in the event that any of our lenders or counterparties are unable to honor their commitments or otherwise default under a financing agreement. See additional discussion regarding our capital resources and liquidity in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources.”
Our indebtedness could adversely impact our financial health and limit our operations.
Our indebtedness has important consequences, including:
limiting our ability to borrow additional amounts for working capital, capital expenditures, debt service requirements, potential growth or other purposes;
limiting our ability to use operating cash flows in other areas of our business because we must dedicate a substantial portion of these funds to service our debt;
increasing our vulnerability to general adverse economic and industry conditions;
limiting our ability to capitalize on business opportunities and to react to competitive pressures and adverse changes in governmental regulation;
limiting our ability or increasing the costs to refinance indebtedness or to repurchase equity issued by certain of our subsidiaries to third parties; and
limiting our ability to enter into marketing, hedging and optimization activities by reducing the number of counterparties with whom we can transact as well as the volume and type of those transactions.
We may be unable to obtain additional financing or access the credit and capital markets in the future at prices that are beneficial to us or at all.
If our available cash, including future cash flows generated from operations, is not sufficient in the near term to finance our operations, post collateral or satisfy our obligations as they become due, we may need to access the capital and credit markets. Our ability to arrange financing (including any extension or refinancing) and the cost of the financing is dependent upon numerous factors, including general economic and capital market conditions. Market disruptions such as those experienced in the U.S. and abroad in recent years, may increase our cost of borrowing or adversely affect our ability to access capital. In addition, we believe these conditions have and may continue to have an adverse effect on the price of our common stock, which in turn may also reduce our ability to access capital or credit markets. Other factors include:
low credit ratings may prevent us from obtaining any material amount of additional debt financing;

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conditions in energy commodity markets;
regulatory developments;
credit availability from banks or other lenders for us and our industry peers;
investor confidence in the industry and in us;
the continued reliable operation of our current power plants; and
provisions of tax, regulatory and securities laws that are conducive to raising capital.
While we have utilized non-recourse or lease financing when appropriate, market conditions and other factors may prevent us from completing similar financings in the future. It is possible that we may be unable to obtain the financing required to develop, construct, acquire or expand power plants on terms satisfactory to us. We have financed our existing power plants using a variety of leveraged financing structures, including senior secured and unsecured indebtedness, construction financing, project financing, term loans and lease obligations. In the event of a default under a financing agreement which we do not cure, the lenders or lessors would generally have rights to the power plant and any related assets. In the event of foreclosure after a default, we may not be able to retain any interest in the power plant or other collateral supporting such financing. In addition, any such default or foreclosure may trigger cross default provisions in our other financing agreements.
Our Senior Unsecured Notes, First Lien Term Loans, First Lien Notes, Corporate Revolving Facility, CCFC Term Loans and our other debt instruments impose restrictions on us and any failure to comply with these restrictions could have a material adverse effect on our liquidity and our operations.
The restrictions under our Senior Unsecured Notes, First Lien Term Loans, First Lien Notes, Corporate Revolving Facility, CCFC Term Loans and other debt instruments could adversely affect us by limiting our ability to plan for or react to market conditions or to meet our capital needs and, if we were unable to comply with these restrictions, could result in an event of default under these debt instruments. These restrictions require us to meet certain financial performance tests on a quarterly basis and limit or prohibit our ability, subject to certain exceptions to, among other things:
incur or guarantee additional first lien indebtedness up to certain consolidated net tangible asset ratios;
enter into certain types of commodity hedge agreements that can be secured by first lien collateral;
enter into sale and leaseback transactions;
make certain investments;
create or incur liens;
consolidate or merge with or transfer all or substantially all of our assets to another entity, or allow substantially all of our subsidiaries to do so;
lease, transfer or sell assets and use proceeds of permitted asset leases, transfers or sales;
engage in certain business activities; and
enter into certain transactions with our affiliates.
Our Senior Unsecured Notes, First Lien Term Loans, First Lien Notes, Corporate Revolving Facility, CCFC Term Loans and our other debt instruments contain events of default customary for financings of their type, including a cross default to debt other than non-recourse project financing debt, a cross-acceleration to non-recourse project financing debt and certain change of control events. If we fail to comply with the covenants and are unable to obtain a waiver or amendment, or a default exists and is continuing under such debt, the lenders or the holders or trustee of the First Lien Notes, as applicable, could give notice and declare outstanding borrowings and other obligations under such debt immediately due and payable.
Our ability to comply with these covenants may be affected by events beyond our control, and any material deviations from our forecasts could require us to seek waivers or amendments of covenants or alternative sources of financing or to reduce expenditures. We may not be able to obtain such waivers, amendments or alternative financing, or if obtainable, it could be on terms that are not acceptable to us. If we are unable to comply with the terms of our Senior Unsecured Notes, First Lien Term Loans, First Lien Notes, Corporate Revolving Facility, CCFC Term Loans and our other debt instruments, or if we fail to generate sufficient cash flows from operations, or if it becomes necessary to obtain such waivers, amendments or alternative financing, it could adversely impact our financial condition, results of operations and cash flows.

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Our credit status is below investment grade, which may restrict our operations, increase our liquidity requirements and restrict financing opportunities.
There are a number of factors that rating agencies evaluate to arrive at credit ratings for us and our subsidiaries, including regulatory framework, ability to recover costs and earn returns, diversification, financial strength and liquidity. If one or more rating agencies downgrade us, borrowing costs would increase, the potential pool of investors and funding sources would likely decrease, and cash or letter of credit collateral demands may be triggered by the terms of a number of commodity contracts, leases and other agreements.
Our corporate and debt credit ratings are below investment grade. There is no assurance that our credit ratings will improve in the future, which may restrict the financing opportunities available to us or may increase the cost of any available financing. Our current credit rating has resulted in the requirement that we provide additional collateral in the form of letters of credit or cash for credit support obligations and may adversely impact our subsidiaries’ and our financial position and results of operations.
Certain of our obligations are required to be secured by letters of credit or cash, which increase our costs; if we are unable to provide such security it may restrict our ability to conduct our business.
Companies using derivatives, which include many commodity contracts, are subject to the inherent risks of such transactions. Consequently, many such companies, including us, may be required to post cash collateral for certain commodity transactions; and, the level of collateral will increase as a company increases its hedging activities. We use margin deposits, prepayments and letters of credit as credit support for commodity procurement and risk management activities. Future cash collateral requirements may increase based on the extent of our involvement in standard contracts and movements in commodity prices, and also based on our credit ratings and general perception of creditworthiness in this market. Certain of our financing arrangements for our power plants have required us to post letters of credit which are at risk of being drawn down in the event we, or the applicable subsidiary, default on our obligations.
Many of our collateral agreements require that letters of credit posted as collateral must be issued by a financial institution with a minimum credit rating of “A”. Currently the financial institutions that issue letters of credit under our Corporate Revolving Facility and other letter of credit facilities meet or exceed the minimum credit rating criteria. However, if one or more of these financial institutions is no longer able to meet the minimum credit rating criteria, then we could be required to post collateral funding from our cash and cash equivalents which could negatively impact our liquidity.
These letter of credit and cash collateral requirements increase our cost of doing business and could have an adverse impact on our overall liquidity, particularly if there was a call for a large amount of additional cash or letter of credit collateral due to an unexpectedly large movement in the market price of a commodity. As of December 31, 2015, we had $755 million issued in letters of credit under our Corporate Revolving Facility and other facilities, with $1.2 billion remaining available for borrowing or for letter of credit support under our Corporate Revolving Facility. In addition, we have ratably secured our obligations under certain of our power and natural gas agreements that qualify as eligible commodity hedge agreements with the assets subject to liens under our First Lien Notes, First Lien Term Loans and Corporate Revolving Facility.
Additionally, changes in market regulations can increase the use of credit support and collateral.
We may not have sufficient liquidity to hedge market risks effectively.
We are exposed to market risks through our sale of power, capacity and related products and the purchase and sale of fuel, transmission services and emission allowances. These market risks include, among other risks, volatility arising from location and timing differences that may be associated with buying and transporting fuel, converting fuel into power and delivering the power to a buyer.
We undertake these activities through agreements with various counterparties, many of which require us to provide guarantees, offset or netting arrangements, letters of credit, a second lien on assets and/or cash collateral to protect the counterparties against the risk of our default or insolvency. The amount of such credit support that must be provided typically is based on the difference between the price of the commodity in a given contract and the market price of the commodity. Significant movements in market prices can result in our being required to provide cash collateral and letters of credit in very large amounts. The effectiveness of our strategy may be dependent on the amount of collateral available to enter into or maintain these contracts, and liquidity requirements may be greater than we anticipate or will be able to meet. Without a sufficient amount of working capital to post as collateral in support of performance guarantees or as a cash margin, we may not be able to manage price volatility effectively or to implement our strategy. An increase in the amount of letters of credit or cash collateral required to be provided to our counterparties may negatively affect our liquidity and financial condition.

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Further, if any of our power plants experience unplanned outages, we may be required to procure replacement power at spot market prices in order to fulfill contractual commitments. Without adequate liquidity to meet margin and collateral requirements, we may be exposed to significant losses, may miss significant opportunities and may have increased exposure to the volatility of spot markets.
Our ability to receive future cash flows generated from the operation of our subsidiaries may be limited.
Almost all of our operations are conducted through our subsidiaries and other affiliates. As a result, we depend almost entirely upon their earnings and cash flows to service our indebtedness, post collateral and finance our ongoing operations. Certain of our project debt and other agreements restrict our ability to receive dividends and other distributions from our subsidiaries. Some of these limitations are subject to a number of significant exceptions (including exceptions permitting such restrictions in connection with certain subsidiary financings). Accordingly, the financing agreements of certain of our subsidiaries and other affiliates generally restrict their ability to pay dividends, make distributions or otherwise transfer funds to us prior to the payment of their other obligations, including their outstanding debt, operating expenses, lease payments and reserves or during the existence of a default.
We may utilize project financing, preferred equity and other types of subsidiary financing transactions when appropriate in the future, which could increase our debt and may be structurally senior to other debt such as our First Lien Term Loans, First Lien Notes and Corporate Revolving Facility.
Our ability and the ability of our subsidiaries to incur additional indebtedness are limited in some cases by existing indentures, debt instruments or other agreements. Our subsidiaries may incur additional construction/project financing indebtedness, issue preferred equity to finance the acquisition and development of new power plants and engage in certain types of non-recourse financings to the extent permitted by existing agreements, and may continue to do so in order to fund our ongoing operations. Any such newly incurred subsidiary preferred equity would be added to our current consolidated debt levels and would likely be structurally senior to our debt, which could also intensify the risks associated with our already existing leverage.
Our First Lien Term Loans, First Lien Notes and Corporate Revolving Facility are effectively subordinated to certain project indebtedness.
Certain of our subsidiaries and other affiliates are separate and distinct legal entities and, except in limited circumstances, have no obligation to pay any amounts due with respect to our indebtedness or indebtedness of other subsidiaries or affiliates, and do not guarantee the payment of interest on or principal of such indebtedness. In the event of our bankruptcy, liquidation or reorganization (or the bankruptcy, liquidation or reorganization of a subsidiary or affiliate), such subsidiaries’ or other affiliates’ creditors, including trade creditors and holders of debt issued by such subsidiaries or affiliates, will generally be entitled to payment of their claims from the assets of those subsidiaries or affiliates before any assets are made available for distribution to us or the holders of our indebtedness. As a result, holders of our indebtedness will be effectively subordinated to all present and future debts and other liabilities (including trade payables) of certain of our subsidiaries. As of December 31, 2015, our subsidiaries had approximately $1.6 billion in debt from our CCFC subsidiary and approximately $1.7 billion in secured project financing from other subsidiaries, which are effectively senior to our First Lien Term Loans, First Lien Notes and Corporate Revolving Facility. We may incur additional project financing indebtedness in the future, which will be effectively senior to our other secured and unsecured debt.
Governmental Regulation
Federal tax incentives and regulations, existing and proposed state RPS and energy efficiency standards, as well as economic support for renewable sources of power under federal or state legislation could adversely impact our operations.
Renewables have the ability to take market share from us and to lower overall wholesale power prices which could negatively impact us. The Consolidated Appropriations Act which extended the production tax credit for wind through the end of 2016 with gradual decreases thereafter until the tax credit expires completely in 2019 and extended the 30% investment tax credit for solar through the end of 2019 with gradual decreases through 2021 after which the investment tax credit declines to 10% was enacted in December 2015. In October 2015, the EPA promulgated the Clean Power Plan which requires future reductions in GHG emissions from existing power plants and provides flexibility in meeting the emissions reduction requirements including adding renewable generation. California has a RPS in effect and in 2015 enacted legislation requiring implementation of a 50% RPS by 2030. A number of additional states, including Maine, Minnesota, New York, Texas and Wisconsin, have an array of different RPS in place. Existing state-specific RPS requirements may change due to regulatory and/or legislative initiatives, and other states may consider implementing enforceable RPS in the future. A more robust RPS in states in which we are active, coupled with federal tax incentives, would likely initially drive up the number of wind and solar resources, increasing power supply to various markets which could negatively impact the dispatch of our natural gas-fired power plants, primarily in Texas and California.

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Similarly, several states have energy efficiency initiatives in place while others are considering imposing them. Improved energy efficiency when mandated by law or promoted by government sponsored incentives can decrease demand for power which could negatively impact the dispatch of our natural gas-fired power plants, primarily in Texas and California.
Increased oversight and investigation by the CFTC relating to derivative transactions, as well as certain financial institutions, could have an adverse impact on our ability to hedge risks associated with our business.
The CFTC has regulatory oversight of the futures markets, including trading on NYMEX for energy, and licensed futures professionals such as brokers, clearing members and large traders. In connection with its oversight of the futures markets and NYMEX, the CFTC regularly investigates market irregularities and potential manipulation of those markets. Recent laws also give the CFTC certain powers with respect to broker-type markets referred to as “exempt commercial markets” or ECMs, including the Intercontinental Exchange. The CFTC monitors activities in the OTC, ECM and physical markets that may be undertaken for the purpose of influencing futures prices. With respect to ECMs, the CFTC exercises only light-handed regulation primarily related to trade reporting, price dissemination and record retention (including retention of fraudulent claims and allegations).
Changes in the regulation of the power markets in which we operate could negatively impact us.
We have a significant presence in the major competitive power markets for California, Texas and the Northeast and Mid-Atlantic regions of the U.S. While these markets are largely deregulated, they continue to evolve. Existing regulations within the markets in which we operate may be revised or reinterpreted and new laws or regulations may be issued. We cannot predict the future development of regulation or legislation nor the ultimate effect such changes in these markets could have on our business; however, we could be negatively impacted.
Existing and future anticipated GHG/Carbon and other environmental regulations could cause us to incur significant costs and adversely affect our operations generally or in a particular quarter when such costs are incurred.
Environmental laws and regulations have generally become more stringent over time, and this trend is likely to continue. In particular, there is growing likelihood that carbon tax or limits on carbon, CO 2 and other GHG emissions will be implemented at the federal or expanded at the state or regional levels.
Currently, nine states in the Northeast are required to comply with a Cap-and-Trade program, RGGI, to regulate CO 2 emissions from power plants. California has implemented AB 32 which places a statewide cap on GHG emissions and requires the state to return to 1990 emission levels by 2020. In December 2010, CARB adopted a regulation establishing a GHG Cap-and- Trade program which is in effect for electric utilities and other “major industrial sources,” and in 2015 for certain other GHG sources including transportation fuels and natural gas distribution.
In 2011, the EPA finalized regulations governing GHG emissions from major sources as well as emissions of criteria and hazardous air pollutants from the electric generation sector. We continue to monitor and actively participate in the EPA initiatives where we anticipate a material impact on our business.
We are subject to other complex governmental regulation which could adversely affect our operations.
Generally, in the U.S., we are subject to regulation by the FERC regarding the terms and conditions of wholesale service and the sale and transportation of natural gas, as well as by state agencies regarding physical aspects of the power plants. The majority of our generation is sold at market prices under the market-based rate authority granted by the FERC. If certain conditions are not met, FERC has the authority to withhold or rescind market-based rate authority and require sales to be made based on cost-of-service rates. A loss of our market-based rate authority could have a materially negative impact on our generation business. FERC could also impose fines or other restrictions or requirements on us under certain circumstances.
The construction and operation of power plants require numerous permits, approvals and certificates from the appropriate foreign, federal, state and local governmental agencies, as well as compliance with numerous environmental laws and regulations of federal, state and local authorities. We could also be required to install expensive pollution control measures or limit or cease activities, including the retirement of certain generating plants, based on these regulations. Should we fail to comply with any environmental requirements that apply to power plant construction or operations, we could be subject to administrative, civil and/or criminal liability and fines, and regulatory agencies could take other actions to curtail our operations.
Furthermore, certain environmental laws impose strict, joint and several liability for costs required to clean up and restore sites where hazardous substances have been disposed or otherwise released. We are generally responsible for all liabilities associated with the environmental condition of our power plants, including any soil or groundwater contamination that may be present,

44



regardless of when the liabilities arose and whether the liabilities are known or unknown, or arose from the activities of predecessors or third parties.
If we were deemed to have market power in certain markets as a result of the ownership of our stock by certain significant shareholders, we could lose FERC authorization to sell power at wholesale at market-based rates in such markets or be required to engage in mitigation in those markets.
Certain of our significant shareholder groups own power generating assets, or own significant equity interests in entities with power generating assets, in markets where we currently own power plants. We could be determined to have market power if these existing significant shareholders acquire additional significant ownership or equity interest in other entities with power generating assets in the same markets where we generate and sell power.
If the FERC makes the determination that we have market power, the FERC could, among other things, revoke market-based rate authority for the affected market-based companies or order them to mitigate that market power. If market-based rate authority was revoked for any of our market-based rate companies, those companies would be required to make wholesale sales of power based on cost-of-service rates, which could negatively impact their revenues. If we are required to mitigate market power, we could be required to sell certain power plants in regions where we are determined to have market power. A loss of our market-based rate authority or required sales of power plants, particularly if it affected several of our power plants or was in a significant market, could have a material negative impact on our financial condition, results of operations and cash flows.

Item 1B.
Unresolved Staff Comments
None.
Item 2.
Properties

Our principal offices and retail affiliate are located in Houston, Texas. These facilities are leased until 2020 and 2022, respectively. We also have regional offices in Dublin, California and Wilmington, Delaware, an engineering, construction and maintenance services office in Pasadena, Texas and government affairs offices in Washington D.C., Sacramento, California and Austin, Texas.
We either lease or own the land upon which our power plants are built. We believe that our properties are adequate for our current operations. A description of our power plants is included under Item 1. “Business —Description of Our Power Plants.”

Item 3.
Legal Proceedings
See Note 15 of the Notes to Consolidated Financial Statements for a description of our legal proceedings.
Item 4.
Mine Safety Disclosures
Not applicable.


45



PART II

Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information and Stockholder Matters
Calpine Corporation common stock is traded on the NYSE under the symbol “CPN”. The following table sets forth the high and low sales price per share for our common stock for each quarter of the years 2015 and 2014, as reported on the NYSE.

 
High
 
Low
2015
 
 
 
First Quarter
$
22.89

 
$
20.16

Second Quarter
23.51

 
17.66

Third Quarter
19.73

 
14.09

Fourth Quarter
16.60

 
11.75

2014
 
 
 
First Quarter
$
21.06

 
$
18.46

Second Quarter
24.24

 
20.48

Third Quarter
24.04

 
21.27

Fourth Quarter
24.37

 
19.60

As of December 31, 2015, there were 101 stockholders of record of our common stock.
We have never paid cash dividends on our common stock. Future cash dividends, if any, will be at the discretion of our Board of Directors and will depend upon, among other things, our future operations and earnings, capital requirements, general financial condition, contractual and financing restrictions and such other factors as our Board of Directors may deem relevant.
Repurchase of Equity Securities
Period
 
(a)
Total Number of
Shares Purchased (1)
 
(b)
Average Price
Paid Per Share
 
(c)
Total Number  of
Shares Purchased
as Part of
Publicly Announced
Plans or Programs (2)
 
(d)
Maximum Dollar Value of Shares That May
Yet Be Purchased
Under the Plans or
Programs (in millions)
October
 
1,164,587

 
$
16.14

 
1,163,520

 
$
307

November
 

 
$

 

 
$
307

December
 
93,743

 
$
14.45

 

 
$
307

Total
 
1,258,330

 
$
16.01

 
1,163,520

 
$
307

___________

(1)
To satisfy tax withholding obligations associated with the vesting of restricted stock awarded to employees during the fourth quarter of 2015, we withheld a total of 94,810 shares that are included in the total number of shares purchased.
(2)
In November 2014, our Board of Directors authorized an increase in the total authorization of our multi-year share repurchase program to $1.0 billion. There is no expiration date on the repurchase authorization and the amount and timing of future share repurchases, if any, will be determined as market and business conditions warrant. During 2015, we repurchased a total of 26.6 million shares of our common stock for approximately $ 529 million at an average price of $ 19.87 per share under this program.

46



Stock Performance Graph
The performance graph below compares cumulative return on our common stock for the period December 31, 2010 through December 31, 2015, with the cumulative return of Standard & Poor’s 500 Index (S&P 500) and the S&P 500 Utilities Index.
The graph below compares each period assuming that $100 was invested on December 31, 2010 in our common stock and each of above indices and that all dividends are reinvested. The returns shown below may not be indicative of future performance.

Company / Index
 
December 31, 
2010
 
December 31, 
2011
 
December 31, 
2012
 
December 31, 
2013
 
December 31, 
2014
 
December 31, 
2015
Calpine Corporation
 
$
100.00

 
$
122.41

 
$
135.91

 
$
146.25

 
$
165.89

 
$
108.47

S&P 500 Index
 
100.00

 
102.11

 
118.44

 
156.79

 
178.25

 
180.72

S&P Utilities Index
 
100.00

 
119.93

 
121.47

 
137.51

 
177.36

 
168.77



47



Item 6.  Selected Financial Data
SELECTED CONSOLIDATED FINANCIAL DATA
 
Years Ended December 31,
 
2015
 
2014
 
2013
 
2012
 
2011
 
(in millions, except per share amounts)
Statement of Operations data:
 
 
 
 
 
 
 
 
 
Operating revenues
$
6,472

 
$
8,030

 
$
6,301

 
$
5,478

 
$
6,800

Net income (loss) attributable to Calpine
$
235

 
$
946

 
$
14

 
$
199

 
$
(190
)
Basic earnings (loss) per common share:
 
 
 
 
 
 
 
 
 
Net income (loss) per common share attributable to Calpine
$
0.65

 
$
2.34

 
$
0.03

 
$
0.43

 
$
(0.39
)
Diluted earnings (loss) per common share:
 
 
 
 
 
 
 
 
 
Net income (loss) per common share attributable to Calpine
$
0.64

 
$
2.31

 
$
0.03

 
$
0.42

 
$
(0.39
)
Balance Sheet data:
 
 
 
 
 
 
 
 
 
Total assets
$
18,833

 
$
18,378

 
$
16,559

 
$
16,549

 
$
17,371

Short-term debt and capital lease obligations
$
221

 
$
199

 
$
204

 
$
115

 
$
104

Long-term debt and capital lease obligations
$
11,868

 
$
11,083

 
$
10,908

 
$
10,635

 
$
10,321



48



Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operation s
Forward-Looking Information
This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our accompanying Consolidated Financial Statements and related Notes. See the cautionary statement regarding forward-looking statements at the beginning of this Report for a description of important factors that could cause actual results to differ from expected results. See also Item 1A. “Risk Factors.”
INTRODUCTION AND OVERVIEW
Our Business
We are one of the largest power generators in the U.S. measured by power produced. We own and operate primarily natural gas-fired and geothermal power plants in North America and have a significant presence in major competitive wholesale power markets in California (included in our West segment), Texas (included in our Texas segment) and the Northeast and Mid-Atlantic regions (included in our East segment) of the U.S. We sell power, steam, capacity, renewable energy credits and ancillary services to our customers, which include utilities, independent electric system operators, industrial and agricultural companies, retail power providers, municipalities and other governmental entities, power marketers as well as retail commercial, industrial and residential customers. Effective after the October 1, 2015 acquisition, we entered the retail market in scale through our retail subsidiary, Champion Energy. We have invested in clean power generation to become a recognized leader in developing, constructing, owning and operating an environmentally responsible portfolio of flexible and reliable power plants.
In order to manage our various physical assets and contractual obligations, we execute commodity and commodity transportation agreements within the guidelines of our Risk Management Policy. We purchase primarily natural gas and some fuel oil as fuel for our power plants and engage in related natural gas transportation and storage transactions. We purchase electric transmission rights to deliver power to our customers. We also enter into natural gas, power, environmental product, fuel oil and other physical and financial contracts to hedge certain business risks and optimize our portfolio of power plants. Seasonality and weather can have a significant impact on our results of operations and are also considered in our hedging and optimization activities.
Our goal is to be recognized as the premier power generation company in the U.S. as measured by our employees, shareholders, customers and policy-makers as well as the communities in which our facilities are located.
We assess our business on a regional basis due to the impact on our financial performance of the differing characteristics of these regions, particularly with respect to competition, regulation and other factors impacting supply and demand. Our reportable segments are West (including geothermal), Texas and East (including Canada).
Subsequent to the completion of our purchase of Granite Ridge Energy Center on February 5, 2016, our portfolio, including partnership interests, consists of 84 power plants, including one under construction located throughout 19 states in the U.S. and in Canada, with an aggregate current generation capacity of 27,282 MW and 760 MW under construction. Our fleet, including projects under construction, consists of 68 natural gas-fired combustion turbine-based plants, one fuel oil-fired steam-based plant, 14 geothermal steam turbine-based plants and one photovoltaic solar plant. Our segments have an aggregate generation capacity of 7,425 MW in the West, 9,427 MW in Texas and 10,430 MW with an additional 760 MW under construction in the East.
In addition to the unique profile of our fleet, we believe our business is also advantaged by our capital allocation philosophy, which seeks to maximize levered cash returns to equity on a per share basis while maintaining a strong balance sheet. We consider the repurchases of our own shares of common stock as an attractive investment opportunity, and we utilize the expected returns from this investment as the benchmark against which we evaluate all other capital allocation decisions. We believe this philosophy closely aligns our objectives with those of our shareholders.
Premier Operating Company
Our objective is to be the “best-in-class” in regards to certain operational performance metrics, such as safety, availability, reliability, efficiency and cost management.
During 2015, our employees achieved a total recordable incident rate of 0.73 recordable injuries per 100 employees which places us in the first quartile performance for power generation companies with 1,000 or more employees.
Our entire fleet achieved a forced outage factor of 2.3% and a starting reliability of 98.3% during the year ended December 31, 2015.
During 2015, our outage services subsidiary completed 15 major inspections and nine hot gas path inspections.

49



For the past 15 years on average, our Geysers Assets have reliably generated approximately six million MWh of renewable power per year.
Managing and Growing our Portfolio
Our goal is to continue to grow our presence in core markets with an emphasis on acquisitions, expansions or modernizations of existing power plants. We intend to take advantage of favorable opportunities to continue to design, develop, acquire, construct and operate the next generation of highly efficient, operationally flexible and environmentally responsible power plants where such investment meets our rigorous financial hurdles, particularly if power contracts and financing are available and attractive returns are expected. Likewise, we actively seek to divest non-core assets where we can find opportunities to do so accretively. In addition, we believe that modernizations and expansions to our current assets offer proven and financially disciplined opportunities to improve our operations, capacity and efficiencies. During 2015 and through the filing of this Report, we strategically repositioned our portfolio by adding capacity in our core regions and by divesting positions in non-core markets through the following transactions:
In June 2015, our Garrison Energy Center commenced commercial operations, bringing online approximately 309 MW of combined-cycle, natural gas-fired capacity with dual-fuel capability.
During the second quarter of 2015, we began construction of our 760 MW York 2 Energy Center and expect commercial operations to commence during the second quarter of 2017.
In July 2015, the sale of our Osprey Energy Center to Duke Energy Florida, Inc. for approximately $166 million, excluding working capital and other adjustments, was approved by the FERC and the Florida Public Service Commission. In accordance with the asset sale agreement, the sale will be consummated in January 2017 upon the conclusion of a 27-month PPA. This sale represents a strategic disposition of a power plant in a wholesale power market dominated by regulated utilities.
On October 1, 2015, we acquired Champion Energy for approximately $240 million, excluding working capital adjustments. The addition of this well-established retail sales organization is consistent with our stated goal of getting closer to our end-use customers and provides us a valuable sales channel for directly reaching a much greater portion of the load we seek to serve.
On February 5, 2016, we completed the purchase of Granite Ridge Energy Center, a power plant with a nameplate capacity of 745 MW (summer peaking capacity of 695 MW), for approximately $500 million, excluding working capital adjustments. The addition of this modern, efficient, natural gas-fired, combined-cycle power plant will increase capacity in our East segment, specifically the constrained New England market.
In addition, our significant ongoing projects under construction, growth initiatives and modernizations are discussed below:
Garrison Energy Center — We are in the early stages of development of a second phase of the Garrison Energy Center that will add approximately 430 MW of dual-fuel, combined-cycle capacity to our existing Garrison Energy Center. PJM has completed its feasibility study of the project and the system impact study is underway.
York 2 Energy Center — York 2 Energy Center is a 760 MW dual-fuel, combined-cycle project that will be co-located with our York Energy Center in Peach Bottom Township, Pennsylvania. Once complete, the power plant will feature two combustion turbines, two heat recovery steam generators and one steam turbine. The project’s capacity cleared PJM’s 2017/2018 and 2018/2019 base residual auctions. The project is now under construction, and we expect COD during the second quarter of 2017. PJM has completed the interconnection study process for an additional 68 MW of planned capacity at the York 2 Energy Center. This incremental 68 MW of planned capacity cleared the 2018/2019 base residual auction.
Guadalupe Peaking Energy Center — I n April 2015, we executed an agreement with Guadalupe Valley Electric Cooperative (“GVEC”) that will facilitate the construction of a 418 MW natural gas-fired peaking power plant to be co-located with our Guadalupe Energy Center. Under the terms of the agreement, construction of the Guadalupe Peaking Energy Center (“GPEC”) may commence at our discretion, so long as the power plant reaches COD by June 1, 2019. When the power plant begins commercial operation, GVEC will purchase a 50% ownership interest in GPEC. Once built, GPEC will feature two fast-ramping combustion turbines capable of responding to peaks in power demand. This project represents a mutually beneficial response to our customer’s desire to have direct access to peaking generation resources, as it leverages the benefits of our existing site and development rights and our construction and operating expertise, as well as our customer’s ability to fund its investment at attractive rates, all while affording us the flexibility of timing the plant’s construction in response to market pricing signals.

50



Mankato Power Plant Expansion — By order dated February 5, 2015, the Minnesota Public Utilities Commission concluded a competitive resource acquisition proceeding and selected a 345 MW expansion of our Mankato Power Plant, authorizing execution of a 20-year PPA between Calpine and Xcel Energy. The PPA was executed in April 2015 and remains subject to approval by the North Dakota Public Service Commission. Commercial operation of the expanded capacity may commence as early as 2019, subject to requisite regulatory approvals and applicable contract conditions.
PJM and ISO-NE Development Opportunities — We are currently evaluating opportunities to develop additional projects in the PJM and ISO-NE market areas that feature cost advantages such as existing infrastructure and favorable transmission queue positions. These projects are continuing to advance entitlements (such as permits, zoning and transmission) for their potential future development when economical.
Turbine Modernization We continue to move forward with our turbine modernization program. Through December 31, 2015 , we have completed the upgrade of 13 Siemens and eight GE turbines totaling approximately 210 MW and have committed to upgrade three additional turbines. In addition, we have begun a program to update our dual-fueled turbines at certain of our power plants in our East segment.
Customer Relationships
We continue to focus on providing products and services that are beneficial to our customers. A summary of certain significant customer metrics and contracts entered into in 2015 are as follows:
Champion Energy
In 2015, Champion Energy, our retail electric provider, served approximately 22 million MWh of customer load consisting of approximately 2.1 million annualized residential customer equivalents at December 31, 2015, concentrated in Texas, the Northeast and Mid-Atlantic where Calpine has a substantial power generation presence.
West
We entered into a new PPA with Marin Clean Energy to provide up to 65 MW of power from our Delta Energy Center and other northern California power plants commencing in April 2015 and extending through December 2017.
Our ten-year PPA with Southern California Edison for 225 MW of capacity and renewable energy from our Geysers Assets commencing in June 2017 was approved by the CPUC in the first quarter of 2015.
We entered into a new ten-year PPA with Southern California Edison for 50 MW of capacity and renewable energy from our Geysers Assets commencing in January 2018. The PPA remains subject to approval by the CPUC.
We entered into a new one-year resource adequacy contract with SCE for 238 MW from our Pastoria Energy Center commencing in January 2018.
We entered into a new three-year PPA with the San Francisco Public Utilities Commission to provide, on average, approximately 43 MW of energy and renewable energy annually commencing in May 2016.
Texas
We entered into a new three-year PPA with Brazos Electric Power Cooperative to provide 300 MW of energy from our Texas power plant fleet commencing in January 2016.
We entered into a new three-year PPA with Pedernales Electric Cooperative to provide approximately 140 MW of energy from our Texas power plant fleet commencing in January 2017.
We entered into a new two-year PPA with Guadalupe Valley Electric Cooperative to provide approximately 270 MW of energy from our Texas power plant fleet commencing in June 2017. The execution of this PPA will facilitate the construction of a 418 MW natural gas-fired peaking power plant to be co-located with our Guadalupe Energy Center.
We extended our existing PPA with the South Texas Electric Cooperative to supply the Magic Valley Electric Cooperative’s full load requirements for ten years beyond 2021. Magic Valley Electric Cooperative’s peak summer load in 2015 was 490 MW.
East
We entered into a new 20-year PPA with Xcel Energy to provide up to 345 MW of capacity and energy from our Mankato Power Plant expansion when commercial operations commence and transmission-related upgrades have been completed.
We entered into a new ten-year PPA with the Tennessee Valley Authority to provide 615 MW of energy and capacity from our Morgan Energy Center commencing in February 2016.

51



Advocacy and Corporate Responsibility
We recognize that our business is heavily influenced by laws, regulations and rules at federal, state and local levels as well as by rules of the ISOs and RTOs that oversee the competitive markets in which we operate. We believe that being active participants in the legislative, regulatory and rulemaking processes may yield better outcomes for all stakeholders, including Calpine. Our two basic areas of focus are competitive wholesale power markets and environmental stewardship in power generation. Below are some recent examples of our advocacy efforts:
Ensuring Competitive Market Structure/Rules
Provided leadership in stakeholder processes at PJM on a new “Capacity Performance” product and at ISO-NE on its Pay-For-Performance initiatives, resulting in implementation of the FERC approved PJM Capacity Performance product and ISO-NE Pay-For-Performance capacity structure.
Our employees participated as invited panelists at FERC technical conferences regarding price formation and “out-of-market payments” in organized markets.
Stopping Non-Competitive/Subsidized Generation
Successfully navigated a competitive generation supply bidding process in Florida, resulting in a contract for the acquisition of our Osprey Energy Center rather than a utility self-build as the most cost effective alternative for Florida ratepayers.
Successfully advocated for a competitive generation supply bidding process in Minnesota and succeeded in obtaining an order requiring the local utility to enter into a long-term PPA for new additional capacity at our Mankato Power Plant.
Provided leadership in the successful legal challenges against New Jersey for discriminatory behavior affecting FERC jurisdictional capacity auctions, resulting in a decision by the U.S. Circuit Court of Appeals for the Third Circuit striking New Jersey’s action as being in violation of U.S. law. Petitions for certiorari were filed with the U.S. Supreme Court, asking for review of the Third Circuit’s decision. In October 2015, the U.S. Supreme Court granted certiorari but has not scheduled the case for oral argument.
Successfully advocated against proposed legislation in California requiring investor owned utilities to contract for 500 MW of new geothermal resources that would have discriminated against our existing geothermal fleet.
Environmental
Filed a brief with the D.C. Circuit supporting the EPA’s MATS rules which were upheld by the Court.
Filed a brief with the U.S. Supreme Court supporting the EPA’s CSAPR rules which were upheld by the Court in a decision citing our brief.
Filed a brief with the U.S. Supreme Court supporting the EPA’s GHG air permit rules which were upheld in part by the Court citing our brief in its opinion.
Filed a brief with the D.C. Circuit supporting the EPA’s opposition to motions for stay of the Clean Power Plan; the D.C. Circuit denied the motions.
Federal and state legislative and regulatory actions continue to change how our business is regulated. The EPA has promulgated regulations dealing with climate change as well as regulations related to other air pollutant emissions, and some states and regions in the U.S. have implemented or are considering implementing regulations to reduce GHG emissions. We are actively participating in these debates at the federal, regional and state levels as noted by the actions above. For a further discussion of the environmental and other governmental regulations that affect us, see “— Governmental and Regulatory Matters” in Item 1. of this Report. Although we cannot predict the ultimate effect future climate change regulations or legislation could have on our business, we believe that we will be less adversely impacted by potential Cap-and-Trade limits, carbon taxes or required environmental upgrades as a result of existing and potential legislation or regulation addressing GHG or other emissions, water use or waste disposal, compared to our competitors who use other fossil fuels or older, less efficient technologies.
Since our inception in 1984, we have been a leader in environmental stewardship and have invested in clean power generation to become a recognized leader in developing, constructing, owning and operating an environmentally responsible portfolio of flexible and reliable power plants. The combination of our Geysers Assets and our high efficiency portfolio of natural gas-fired power plants results in substantially lower emissions of these gases compared to our competitors’ power plants using other fossil fuels, such as coal. Consequently, our power generation portfolio’s GHG footprint per MWh is lower than most major wholesale power producers in the U.S. In addition, we strive to preserve our nation’s valuable water and land resources. To condense steam, we primarily use cooling towers with a closed water cooling system or air cooled condensers. Since our power plants are modern and efficient and utilize clean burning natural gas, we do not require large areas of land for our power plants nor do we require large specialized landfills for the disposal of coal ash or nuclear plant waste.

52



Although different regions of the country have very different models and rules for competition, the markets in which we operate have some form of wholesale market competition. California (included in our West segment), Texas (included in our Texas segment) and the Northeast and Mid-Atlantic regions (included in our East segment), which are the markets in which we have our largest presence, have emerged as among the most competitive wholesale power markets in the U.S. We also operate, to a lesser extent, in the competitive wholesale power markets in the Southeast and the Midwest. We believe that properly designed competitive wholesale markets offer the best signals for investment decisions, broader choices for customers and the least cost solutions for reliable electric system operations.
Enhancing Shareholder Value
We continue to make significant progress to deliver financially disciplined growth, to enhance shareholder value through disciplined capital allocation including the return of capital to shareholders and to manage the balance sheet for future growth and success. We are committed to remaining financially disciplined in our capital allocation decisions. The year ended December 31, 2015 was marked by the following accomplishments:
We continued to return capital to our shareholders in the form of share repurchases, having cumulatively repurchased approximately $2.8 billion or 29% of our previously outstanding shares as of the filing of this Report.
Specifically during 2015, we repurchased a total of 26.6 million shares of our outstanding common stock for approximately $ 529 million at an average price of $ 19.87 per share.
We further optimized our capital structure by refinancing, redeeming or amending several of our debt instruments during the year ended December 31, 2015 , and through the filing of this Report, including the following transactions:
In February 2015, we issued $650 million in aggregate principal amount of 5.5% senior unsecured notes due 2024 in a public offering and used the net proceeds to replenish cash on hand used for the acquisition of Fore River Energy Center in the fourth quarter of 2014, to repurchase approximately $147 million of our 2023 First Lien Notes and for general corporate purposes.
In May 2015, we repaid our 2018 First Lien Term Loans with the proceeds from the 2022 First Lien Term Loan which extended the maturity and reduced the interest rate on approximately $1.6 billion of corporate debt.
In November 2015, we refinanced and upsized our Steamboat project debt which lowered the interest rate and extended the maturity by two years to November 22, 2019.
In December 2015, we used cash on hand to redeem 10% of the original aggregate principal amount of our 2023 First Lien Notes, plus accrued and unpaid interest.
In December 2015, we entered into our 2023 First Lien Term Loan and will use the proceeds to fund a portion of the purchase price for the Granite Ridge Energy Center, to repay project and corporate debt and for general corporate purposes.
In December 2015, we entered into an agreement with one of the two lessors of our Pasadena Power Plant to purchase their 50% interest, which will result in a reduction of our project debt of approximately $50 million. The transaction is expected to close during the second quarter of 2016.
On February 8, 2016, we amended our Corporate Revolving Facility, extending the maturity by two years to June 27, 2020, and increasing the capacity by an additional $178 million to $1,678 million through June 27, 2018, reverting back to $1,520 million through the maturity date. Further, we increased the letter of credit sublimit by $250 million to $1.0 billion and extended the maturity by two years to June 27, 2020.
Our Market and Our Key Financial Performance Drivers
The market Spark Spread, sales of RECs, revenues from our PPAs and steam sales and the results from our marketing, hedging and optimization activities are the primary drivers of our Commodity Margin and contribute significantly to our financial results. The market Spark Spread is primarily impacted by fuel prices, weather and reserve margins, which impact market supply and demand fundamentals. Those factors plus the relationship between our operating Heat Rate compared to the Market Heat Rate, our power plant operating performance and availability are key to our financial performance.
Fluctuations in natural gas price levels affect our Commodity Margin (depending on our hedge levels and holding other factors constant). When less efficient, higher cost natural gas-fired units set power prices in our regional markets, higher natural gas prices tend to increase our Commodity Margin. In these instances, while our production costs increase when natural gas prices are higher, our competitors’ costs (and power prices) increase at a greater rate, leading to higher Commodity Margin. Similarly, when natural gas prices decline, our Commodity Margin tends to decline.

53



Recently, given very low natural gas prices, natural gas-fired, combined-cycle units in many markets were frequently cheaper to dispatch than coal-fired power plants. When coal-fired electricity production costs exceed natural gas-fired production costs, coal-fired units tend to set power prices. In these hours, lower natural gas prices tend to increase our Commodity Margin, since our production costs fall while power prices remain constant (depending on our hedge levels and holding other factors constant). Recent forward market natural gas prices suggest that coal-to-gas-switching will continue in 2016 (although future market conditions are uncertain and settled prices remain to be seen).
Efficient operation of our fleet creates the opportunity to capture Commodity Margin in a cost effective manner. However, unplanned outages during periods when Commodity Margin is positive could result in a loss of that opportunity. We generally measure our fleet performance based on our availability factors, operating Heat Rate and plant operating expense. The higher our availability factor, the better positioned we are to capture Commodity Margin. The less natural gas we must consume for each MWh of power generated, the lower our Heat Rate. The lower our operating Heat Rate compared to the Market Heat Rate, the more favorable the impact on our Commodity Margin. Holding all other factors constant, our Commodity Margin increases when we are able to lower our operating Heat Rate compared to the Market Heat Rate and conversely decreases when our operating Heat Rate increases compared to the Market Heat Rate. See also “— The Market for Power — Our Power Markets and Market Fundamentals” in Item 1. of this Report for additional information on how these factors impact our Commodity Margin.

54



RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014
Below are our results of operations for the year ended December 31, 2015, as compared to the same period in 2014 (in millions, except for percentages and operating performance metrics). In the comparative tables below, increases in revenue/income or decreases in expense (favorable variances) are shown without brackets while decreases in revenue/income or increases in expense (unfavorable variances) are shown with brackets.
 
2015
 
2014
 
Change
 
% Change
Operating revenues:
 
 
 
 
 
 
 
Commodity revenue
$
6,389

 
$
7,595

 
$
(1,206
)
 
(16
)
Mark-to-market gain
65

 
419

 
(354
)
 
(84
)
Other revenue
18

 
16

 
2

 
13

Operating revenues
6,472

 
8,030

 
(1,558
)
 
(19
)
Operating expenses:
 
 
 
 
 
 
 
Fuel and purchased energy expense:
 
 
 
 
 
 
 
Commodity expense
3,589

 
4,815

 
1,226

 
25

Mark-to-market loss
178

 
77

 
(101
)
 
#

Fuel and purchased energy expense
3,767

 
4,892

 
1,125

 
23

Plant operating expense
1,018

 
969

 
(49
)
 
(5
)
Depreciation and amortization expense
638

 
603

 
(35
)
 
(6
)
Sales, general and other administrative expense
138

 
144

 
6

 
4

Other operating expenses
80

 
88

 
8

 
9

Total operating expenses
5,641

 
6,696

 
1,055

 
16

Impairment losses

 
123

 
123

 
#

(Gain) on sale of assets, net

 
(753
)
 
(753
)
 
#

(Income) from unconsolidated investments in power plants
(24
)
 
(25
)
 
(1
)
 
(4
)
Income from operations
855

 
1,989

 
(1,134
)
 
(57
)
Interest expense
628

 
645

 
17

 
3

Interest (income)
(4
)
 
(6
)
 
(2
)
 
(33
)
Debt modification and extinguishment costs
40

 
346

 
306

 
88

Other (income) expense, net
18

 
21

 
3

 
14

Income before income taxes
173

 
983

 
(810
)
 
(82
)
Income tax expense (benefit)
(76
)
 
22

 
98

 
#

Net income
249

 
961

 
(712
)
 
(74
)
Net income attributable to the noncontrolling interest
(14
)
 
(15
)
 
1

 
7

Net income attributable to Calpine
$
235

 
$
946

 
$
(711
)
 
(75
)
 
2015
 
2014
 
Change
 
% Change
Operating Performance Metrics:
 
 
 
 
 
 
 
MWh generated (in thousands) (1)
112,150

 
100,617

 
11,533

 
11

Average availability
89.2
%
 
90.7
%
 
(1.5
)%
 
(2
)
Average total MW in operation (1)
25,785

 
26,652

 
(867
)
 
(3
)
Average capacity factor, excluding peakers
55.6
%
 
48.4
%
 
7.2
 %
 
15

Steam Adjusted Heat Rate
7,306

 
7,384

 
78

 
1

__________
#
Variance of 100% or greater
(1)
Represents generation and capacity from power plants that we both consolidate and operate. See “— Description of Our Power Plants – Table of Operating Power Plants and Projects Under Construction and Advanced Development” for our total equity generation and capacities.

55



We evaluate our Commodity revenue and Commodity expense on a collective basis because the price of power and natural gas tend to move together as the price for power is generally determined by the variable operating cost of the next marginal generator to be dispatched to meet demand. The spread between our Commodity revenue and Commodity expense represents a significant portion of our Commodity Margin. Our financial performance is correlated to how we maximize our Commodity Margin through management of our portfolio of power plants, as well as our hedging and optimization activities. See additional segment discussion in “Commodity Margin and Adjusted EBITDA.”
Commodity revenue, net of Commodity expense, increased $20 million for the year ended December 31, 2015, compared to the year ended December 31, 2014, primarily due to:
+
higher contribution from hedges in our West and East segments and hedging through our retail subsidiary, which more than offset lower on-peak Spark Spreads across all of our segments, excluding the impact of the polar vortex events experienced during the first quarter of 2014 and
+
higher generation from our power plants in Texas and the East resulting from lower natural gas prices that drove lower system-wide coal-fired generation from our competitors, partially offset by
a significant decrease in power and natural gas prices in our East segment in the first quarter of 2015 compared to the prior year period, given the unusually high price levels experienced during the polar vortex events in the first quarter of 2014,
the net year-over-year impact of our portfolio management activities, including the sale of six power plants with a total capacity of 3,498 MW in our East segment in July 2014, the acquisition of our Guadalupe and Fore River Energy Centers in February and November 2014, respectively, the completion of our Deer Park and Channel Energy Center expansions in June 2014 and the commencement of commercial operations at our Garrison Energy Center in June 2015 and
lower regulatory capacity revenue in PJM during the first five months of 2015, partially offset by higher regulatory capacity revenue in PJM during the remaining seven months of 2015.

Mark-to-market gain/loss from hedging our future generation and fuel needs had an unfavorable variance of $455 million primarily driven by the maturity of favorable hedges during 2015 as compared to 2014.

Our normal, recurring plant operating expense decreased $3 million during 2015 compared to 2014 after excluding the net impact of a $8 million decrease from power plant portfolio changes, a $3 million decrease in stock based compensation expense, a $47 million increase in major maintenance expense resulting from our plant outage schedule and costs from scrap parts related to outages and a $16 million increase related to repairs to five of our geothermal power plants damaged by a wildfire in September of 2015. Now that deductibles have been met, we expect minimal impact going forward from the wildfire event. Further, once repairs are completed, we expect generation capacity at our Geyser Assets to be restored to pre-fire levels.

Depreciation and amortization expense increased by $35 million during the year ended December 31, 2015, compared to the year ended December 31, 2014, primarily due to the acquisition of our Guadalupe and Fore River Energy Centers in February and November 2014, respectively, the acquisition of Champion Energy in October 2015, the commencement of commercial operations at our Garrison Energy Center in June 2015 and the completion of our Deer Park and Channel Energy Center expansions in June 2014.

In line with our strategy to sell or contract power plants located in wholesale power markets dominated by regulated utilities and focus on competitive wholesale markets, we completed the sale of six of our power plants in our East segment on July 3, 2014, resulting in a gain on sale of assets, net of $753 million during the year ended December 31, 2014. In addition, we executed a term sheet with a third party related to our Osprey Energy Center in August 2014 for a new PPA with a term of 27 months, after which the third party would purchase our Osprey Energy Center which resulted in an impairment loss of approximately $123 million that was recorded during the third quarter of 2014. See Notes 2 and 3 of the Notes to Consolidated Financial Statements for further information regarding the impairment and the sale of six power plants, respectively.

Interest expense decreased by $17 million for the year ended December 31, 2015, compared to the year ended December 31, 2014, primarily due to a decrease in our annual effective interest rate on our consolidated debt, excluding the impacts of capitalized interest and mark-to-market gains (losses) on interest rate swaps, to 5.5% for the year ended December 31, 2015, from 5.9% for the year ended December 31, 2014. The issuance of our Senior Unsecured Notes in July 2014 and February 2015 and our 2022 First Lien Term Loan in May 2015 allowed us to reduce our overall cost of debt by replacing a portion of our 2023 First Lien Notes and all of our 2018 First Lien Term Loans with debt carrying lower interest rates.

Debt modification and extinguishment costs for the year ended December 31, 2015, consisted of $26 million in debt extinguishment costs in connection with the repurchases of approximately $267 million of our 2023 First Lien Notes, which is comprised of $22 million of prepayment penalties and $4 million associated with the write-off of deferred financing costs and

56



$13 million in debt modification costs related to the issuance of our 2022 First Lien Term Loan in May 2015. Debt extinguishment costs for the year ended December 31, 2014, consisted primarily of $340 million related to the prepayment of our 2019 First Lien Notes, 2020 First Lien Notes and 2021 First Lien Notes, which is comprised of $306 million of prepayment penalties and $34 million associated with the write-off of unamortized debt discount and deferred financing costs.

During the year ended December 31, 2015, we recorded income tax benefit of $76 million compared to income tax expense of $22 million for the year ended December 31, 2014. The favorable year-over-year change primarily resulted from a legal entity restructuring completed in 2015 that resulted in a partial release of our valuation allowance associated with our NOLs as well as the recognition of a future tax benefit related to a tax credit associated with our capital expenditures.  

57



RESULTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013
Below are our results of operations for the year ended December 31, 2014, as compared to the same period in 2013 (in millions, except for percentages and operating performance metrics). In the comparative tables below, increases in revenue/income or decreases in expense (favorable variances) are shown without brackets while decreases in revenue/income or increases in expense (unfavorable variances) are shown with brackets.
 
2014
 
2013
 
Change
 
% Change
Operating revenues:
 
 
 
 
 
 
 
Commodity revenue
$
7,595

 
$
6,374

 
$
1,221

 
19

Mark-to-market gain (loss)
419

 
(86
)
 
505

 
#

Other revenue
16

 
13

 
3

 
23

Operating revenues
8,030

 
6,301

 
1,729

 
27

Operating expenses:
 
 
 
 
 
 
 
Fuel and purchased energy expense:
 
 
 
 
 
 
 
Commodity expense
4,815

 
3,808

 
(1,007
)
 
(26
)
Mark-to-market (gain) loss
77

 
(72
)
 
(149
)
 
#

Fuel and purchased energy expense
4,892

 
3,736

 
(1,156
)
 
(31
)
Plant operating expense
969

 
895

 
(74
)
 
(8
)
Depreciation and amortization expense
603

 
593

 
(10
)
 
(2
)
Sales, general and other administrative expense
144

 
136

 
(8
)
 
(6
)
Other operating expenses
88

 
81

 
(7
)
 
(9
)
Total operating expenses
6,696

 
5,441

 
(1,255
)
 
(23
)
Impairment losses
123

 
16

 
(107
)
 
#

(Gain) on sale of assets, net
(753
)
 

 
753

 
#

(Income) from unconsolidated investments in power plants
(25
)
 
(30
)
 
(5
)
 
(17
)
Income from operations
1,989

 
874

 
1,115

 
#

Interest expense
645

 
696

 
51

 
7

Interest (income)
(6
)
 
(6
)
 

 

Debt extinguishment costs
346

 
144

 
(202
)
 
#

Other (income) expense, net
21

 
20

 
(1
)
 
(5
)
Income before income taxes
983

 
20

 
963

 
#

Income tax expense
22

 
2

 
(20
)
 
#

Net income
961

 
18

 
943

 
#

Net income attributable to the noncontrolling interest
(15
)
 
(4
)
 
(11
)
 
#

Net income attributable to Calpine
$
946

 
$
14

 
$
932

 
#

 
2014
 
2013
 
Change
 
% Change
Operating Performance Metrics:
 
 
 
 
 
 
 
MWh generated (in thousands) (1)
100,617

 
101,610

 
(993
)
 
(1
)
Average availability
90.7
%
 
91.7
%
 
(1.0
)%
 
(1
)
Average total MW in operation (1)
26,652

 
26,854

 
(202
)
 
(1
)
Average capacity factor, excluding peakers
48.4
%
 
48.7
%
 
(0.3
)%
 
(1
)
Steam Adjusted Heat Rate
7,384

 
7,386

 
2

 

__________
#
Variance of 100% or greater
(1)
Represents generation and capacity from power plants that we both consolidate and operate. See “— Description of Our Power Plants – Table of Operating Power Plants and Projects Under Construction and Advanced Development” for our total equity generation and capacities.

58



We evaluate our Commodity revenue and Commodity expense on a collective basis because the price of power and natural gas tend to move together as the price for power is generally determined by the variable operating cost of the next marginal generator to be dispatched to meet demand. The spread between our Commodity revenue and Commodity expense represents a significant portion of our Commodity Margin. Our financial performance is correlated to how we maximize our Commodity Margin through management of our portfolio of power plants, as well as our hedging and optimization activities. See additional segment discussion in “Commodity Margin and Adjusted EBITDA.”
Commodity revenue, net of Commodity expense, increased $214 million for the year ended December 31, 2014, compared to the year ended December 31, 2013, primarily due to:
+
the net year-over-year impact of our portfolio management activities, including the commencement of commercial operations at our Russell City and Los Esteros power plants during the third quarter of 2013, the acquisition of Guadalupe Energy Center in February 2014, the completion of the expansions of our Deer Park and Channel Energy Centers in June 2014 and the sale of six power plants with a total capacity of 3,498 MW in our East segment in July 2014,
+
running some of our dual-fueled power plants in the East on fuel oil during the first quarter of 2014 rather than natural gas when the relative cost of consuming fuel oil was lower than natural gas and
+
stronger market conditions resulting in higher on-peak Spark Spreads in the West during 2014 compared to 2013; partially offset by
the expiration of a tolling contract associated with our Delta Energy Center in December 2013 and a PPA associated with our Osprey Energy Center in May 2014 partially offset by a new PPA associated with our Osprey Energy Center effective in October 2014 and
lower regulatory capacity revenue in PJM during the second half of 2014.

Mark-to-market gain/loss from hedging our future generation and fuel needs had a favorable variance of $356 million primarily driven by a decrease in forward power prices resulting from lower natural gas prices, which favorably impacted our power hedges during the year ended December 31, 2014 as compared to 2013.

Our plant operating expense increased by $62 million during the year ended December 31, 2014, compared to the year ended December 31, 2013, after excluding an increase of $12 million attributable to power plant portfolio changes detailed above. Outside of portfolio changes, major maintenance and cost from scrap parts related to outages, our plant operating expense increased $52 million during the year ended December 31, 2014 compared to 2013 of which $14 million related to an increase in normal, recurring plant operating expense. The remaining increase primarily resulted from a $13 million increase in equipment failure costs related to outages, an $11 million reversal of Section 185 fees for which we determined we have no current or retroactive fee obligations during 2013 and a $14 million increase resulting from the 2014 reclassification of shared expenses associated with our Freeport Energy Center and an increase in the accrual for performance-based compensation. We also experienced a $10 million increase in major maintenance expense resulting from our plant outage schedule, net of costs from scrap parts, related to outages during the year ended December 31, 2014 compared to 2013.

In line with our strategy to sell or contract power plants located in wholesale power markets dominated by regulated utilities and focus on competitive wholesale markets, we completed the sale of six of our power plants in our East segment on July 3, 2014, resulting in a gain on sale of assets, net of $753 million during the year ended December 31, 2014. In addition, we executed a term sheet with a third party related to our Osprey Energy Center in August 2014 for a new PPA with a term of 27 months, after which the third party would purchase our Osprey Energy Center which resulted in an impairment loss of approximately $123 million that was recorded during the third quarter of 2014. See Notes 2 and 3 of the Notes to Consolidated Financial Statements for further information regarding the impairment and the sale of six power plants, respectively.

Interest expense decreased by $51 million for the year ended December 31, 2014, compared to the year ended December 31, 2013, primarily due to a decrease in our annual effective interest rate on our consolidated debt, excluding the impacts of capitalized interest and mark-to-market gains (losses) on interest rate swaps, to 5.9% for the year ended December 31, 2014, from 6.7% for the year ended December 31, 2013. The issuance of our Senior Unsecured Notes in 2014 and CCFC Term Loans, 2022 First Lien Notes, 2024 First Lien Notes and 2020 First Lien Term Loan in 2013 allowed us to reduce our overall cost of debt by replacing our CCFC Notes and a portion of our First Lien Notes with debt carrying lower interest rates. The decrease in interest expense was partially offset by a decrease in capitalized interest of $19 million during the year ended December 31, 2014 compared to 2013 due primarily to our Russell City and Los Esteros power plants commencing commercial operations during the third quarter of 2013.

Debt extinguishment costs for the year ended December 31, 2014, consisted primarily of $340 million related to the repayment of our 2019 First Lien Notes, 2020 First Lien Notes and 2021 First Lien Notes, which is comprised of $306 million of prepayment penalties and $34 million associated with the write-off of unamortized debt discount and deferred financing costs.

59



Debt extinguishment costs for the year ended December 31, 2013, consisted primarily of $139 million relating to the repayment of the CCFC Notes and the 2017 First Lien Notes and redeeming a portion of our First Lien Notes during 2013, which is comprised of $96 million of prepayment penalties and $43 million associated with the write-off of unamortized debt discount and deferred financing costs.

During the year ended December 31, 2014, we recorded income tax expense of $22 million compared to income tax expense of $2 million for the year ended December 31, 2013. The unfavorable year-over-year change primarily resulted from an increase in state income tax expense of $19 million which is related to an increase in income including the sale and disposition of assets, changes in state apportionment, and state law changes for the year ended December 31, 2014, compared to the year ended December 31, 2013.

Net income attributable to the noncontrolling interest increased $11 million during the year ended December 31, 2014, compared to the year ended December 31, 2013 as our Russell City Energy Center commenced operations in August 2013.


60



COMMODITY MARGIN AND ADJUSTED EBITDA
Management’s Discussion and Analysis of Financial Condition and Results of Operations includes financial information prepared in accordance with U.S. GAAP, as well as the non-GAAP financial measures, Commodity Margin and Adjusted EBITDA, discussed below, which we use as measures of our performance. Generally, a non-GAAP financial measure is a numerical measure of financial performance, financial position or cash flows that excludes (or includes) amounts that are included in (or excluded from) the most directly comparable measure calculated and presented in accordance with U.S. GAAP.
We use Commodity Margin, a non-GAAP financial measure, to assess our performance by our reportable segments. Commodity Margin includes our power and steam revenues, sales of purchased power and physical natural gas, capacity revenue, REC revenue, sales of surplus emission allowances, transmission revenue and expenses, fuel and purchased energy expense, fuel transportation expense, environmental compliance expense, and realized settlements from our marketing, hedging, optimization and trading activities, but excludes mark-to-market activity and other revenues. We believe that Commodity Margin is a useful tool for assessing the performance of our core operations and is a key operational measure reviewed by our chief operating decision maker. Commodity Margin is not a measure calculated in accordance with U.S. GAAP and should be viewed as a supplement to and not a substitute for our results of operations presented in accordance with U.S. GAAP. Commodity Margin does not intend to represent income from operations, the most comparable U.S. GAAP measure, as an indicator of operating performance and is not necessarily comparable to similarly titled measures reported by other companies. See Note 16 of the Notes to Consolidated Financial Statements for a reconciliation of Commodity Margin to income from operations by segment.
Commodity Margin by Segment for the Years Ended December 31, 2015 and 2014
The following tables show our Commodity Margin and related operating performance metrics by segment for the years ended December 31, 2015 and 2014 (exclusive of the noncontrolling interest). In the comparative tables below, favorable variances are shown without brackets while unfavorable variances are shown with brackets. The MWh generated by segment below represent generation from power plants that we both consolidate and operate.
 
West:
2015
 
2014
 
Change
 
% Change
Commodity Margin (in millions)
$
1,106

 
$
1,050

 
$
56

 
5

Commodity Margin per MWh generated
$
31.75

 
$
30.71

 
$
1.04

 
3

 
 
 
 
 
 
 
 
MWh generated (in thousands)
34,836


34,195

 
641

 
2

Average availability
89.2
%

92.9
%
 
(3.7
)%
 
(4
)
Average total MW in operation
7,475

 
7,524

 
(49
)
 
(1
)
Average capacity factor, excluding peakers
56.8
%

55.4
%
 
1.4
 %
 
3

Steam Adjusted Heat Rate
7,320


7,314

 
(6
)
 

West  — Commodity Margin in our West segment increased by $56 million, or 5%, for the year ended December 31, 2015 compared to the year ended December 31, 2014, primarily due to:
+
higher contribution from hedges,
+
a 2% increase in generation from our power plants resulting from a decrease in hydroelectric generation in the Pacific Northwest and
+
higher contractual REC revenues associated with our Geysers Assets resulting from more favorable REC pricing in 2015, partially offset by
lower power prices and on-peak Spark Spreads resulting from lower natural gas prices,
a wildfire in northern California in September 2015 which negatively impacted our Geysers Assets and
the expiration of the operating lease related to the Greenleaf power plants in June 2015.

61



Texas:
2015
 
2014
 
Change
 
% Change
Commodity Margin (in millions)
$
736

 
$
760

 
$
(24
)
 
(3
)
Commodity Margin per MWh generated
$
15.37

 
$
19.65

 
$
(4.28
)
 
(22
)
 
 
 
 
 
 
 
 
MWh generated (in thousands)
47,873


38,678

 
9,195

 
24

Average availability
89.4
%

90.5
%
 
(1.1
)%
 
(1
)
Average total MW in operation
9,191

 
8,856

 
335

 
4

Average capacity factor, excluding peakers
59.5
%

49.9
%
 
9.6
 %
 
19

Steam Adjusted Heat Rate
7,089


7,203

 
114

 
2

Texas  — Commodity Margin in our Texas segment decreased by $24 million, or 3%, for the year ended December 31, 2015 compared to the year ended December 31, 2014, primarily due to:
lower contribution from summer hedges partially offset by the positive impact from hedging through our retail subsidiary beginning in the fourth quarter of 2015 and
lower on-peak Spark Spreads despite higher Market Heat Rates resulting from lower natural gas prices, partially offset by
+
a 24% increase in generation from our power plants resulting from higher off-peak Spark Spreads and lower natural gas prices that drove lower system-wide coal-fired generation from our competitors and
+
a full year of operation in 2015 of our 1,000 MW Guadalupe Energy Center (which was acquired in February 2014) and our Deer Park and Channel Energy Center expansions (which were completed in June 2014).
East:
2015
 
2014
 
Change
 
% Change
Commodity Margin (in millions)
$
944

 
$
949

 
$
(5
)
 
(1
)
Commodity Margin per MWh generated
$
32.06

 
$
34.21

 
$
(2.15
)
 
(6
)
 
 
 
 
 
 
 
 
MWh generated (in thousands)
29,441


27,744

 
1,697

 
6

Average availability
89.0
%

89.2
%
 
(0.2
)%
 

Average total MW in operation
9,119

 
10,272

 
(1,153
)
 
(11
)
Average capacity factor, excluding peakers
48.8
%

40.0
%
 
8.8
 %
 
22

Steam Adjusted Heat Rate
7,663


7,721

 
58

 
1

East  — Commodity Margin in our East segment increased by $76 million for the year ended December 31, 2015 compared to the year ended December 31, 2014, after excluding a decrease of $81 million resulting from the sale of six power plants with a total capacity of 3,498 MW on July 3, 2014, primarily due to:
+
higher contribution from hedges,
+
a full year of operation in 2015 of our 731 MW Fore River Energy Center which was acquired in November 2014 and the commencement of commercial operations at our 309 MW Garrison Energy Center in June 2015,
+
a 6% increase in generation from our power plants resulting from lower natural gas prices that drove lower system-wide coal-fired generation from our competitors and
+
the positive impact of a new contract for our Osprey Energy Center which became effective in the fourth quarter of 2014, partially offset by
a significant decrease in power and natural gas prices in the first quarter of 2015 compared to the prior year period, given the unusually high price levels experienced during the polar vortex events in the first quarter of 2014 and
lower regulatory capacity revenue in PJM during the first five months of 2015, partially offset by higher regulatory capacity revenue in PJM during the remaining seven months of 2015.
Commodity Margin by Segment for the Years Ended December 31, 2014 and 2013
The following tables show our Commodity Margin and related operating performance metrics by segment for the years ended December 31, 2014 and 2013 (exclusive of the noncontrolling interest). In the comparative tables below, favorable variances are shown without brackets while unfavorable variances are shown with brackets. The MWh generated by segment below represent generation from power plants that we both consolidated and operate.


62



West:
2014
 
2013
 
Change
 
% Change
Commodity Margin (in millions)
$
1,050

 
$
1,020

 
$
30

 
3

Commodity Margin per MWh generated
$
30.71

 
$
28.25

 
$
2.46

 
9

 
 
 
 
 
 
 
 
MWh generated (in thousands)
34,195

 
36,110

 
(1,915
)
 
(5
)
Average availability
92.9
%
 
92.2
%
 
0.7
 %
 
1

Average total MW in operation
7,524

 
7,058

 
466

 
7

Average capacity factor, excluding peakers
55.4
%
 
62.6
%
 
(7.2
)%
 
(12
)
Steam Adjusted Heat Rate
7,314

 
7,308

 
(6
)
 

West  — Commodity Margin in our West segment increased by $30 million, or 3%, for the year ended December 31, 2014 compared to the year ended December 31, 2013, primarily due to:
+
a full year of operation in 2014 of our contracted 464 MW Russell City and 309 MW Los Esteros power plants, which commenced commercial operations in August 2013 and
+
higher on-peak Spark Spreads resulting from stronger market conditions due to warmer weather and lower hydroelectric generation, partially offset by
the expiration of a tolling contract associated with our Delta Energy Center in December 2013 and
lower contribution from hedges.
Texas:
2014
 
2013
 
Change
 
% Change
Commodity Margin (in millions)
$
760

 
$
632

 
$
128

 
20

Commodity Margin per MWh generated
$
19.65

 
$
18.95

 
$
0.70

 
4

 
 
 
 
 
 
 
 
MWh generated (in thousands)
38,678

 
33,343

 
5,335

 
16

Average availability
90.5
%
 
89.8
%
 
0.7
%
 
1

Average total MW in operation
8,856

 
7,784

 
1,072

 
14

Average capacity factor, excluding peakers
49.9
%
 
48.9
%
 
1.0
%
 
2

Steam Adjusted Heat Rate
7,203

 
7,198

 
(5
)
 

Texas —  Commodity Margin in our Texas segment increased by $128 million, or 20%, for the year ended December 31, 2014 compared to the year ended December 31, 2013, due primarily to:
+
the acquisition of our 1,000 MW Guadalupe Energy Center on February 26, 2014 and the expansions of our Deer Park and Channel Energy Centers which were completed in June 2014,
+
stronger market conditions resulting from higher on-peak Spark Spreads during the first quarter of 2014 compared to the same period in 2013 and
+
higher contribution from hedges.
East:
2014
 
2013
 
Change
 
% Change
Commodity Margin (in millions)
$
949

 
$
916

 
$
33

 
4

Commodity Margin per MWh generated
$
34.21

 
$
28.49

 
$
5.72

 
20

 
 
 
 
 
 
 
 
MWh generated (in thousands)
27,744

 
32,157

 
(4,413
)
 
(14
)
Average availability
89.2
%
 
93.0
%
 
(3.8
)%
 
(4
)
Average total MW in operation
10,272

 
12,012

 
(1,740
)
 
(14
)
Average capacity factor, excluding peakers
40.0
%
 
38.7
%
 
1.3
 %
 
3

Steam Adjusted Heat Rate
7,721

 
7,663

 
(58
)
 
(1
)
East —  Commodity Margin in our East segment increased by $104 million for the year ended December 31, 2014 compared to the year ended December 31, 2013, after excluding a decrease of $71 million resulting from the sale of six power plants with a total capacity of 3,498 MW on July 3, 2014, primarily due to:
+
higher margins resulting from stronger market conditions due to colder than normal weather during the first quarter of 2014,

63



+
higher Commodity Margin from our dual-fueled plants during the first quarter of 2014 when the relative cost of consuming fuel oil was lower than natural gas and
+
higher market Spark Spreads realized by our Mid-Atlantic power plants, which benefited from low natural gas prices due to the locational advantage that allows these power plants access to discounted Marcellus natural gas, partially offset by
lower contribution from hedges,
the net effect of the expiration of a previously existing PPA associated with our Osprey Energy Center in May 2014 and a new PPA that began in October 2014 and
lower regulatory capacity revenue in PJM during the second half of 2014.

Adjusted EBITDA
We define Adjusted EBITDA, a non-GAAP financial measure, as EBITDA adjusted for certain items described below and presented in the accompanying reconciliation. Adjusted EBITDA is not a measure calculated in accordance with U.S. GAAP, and should be viewed as a supplement to, and not a substitute for, our results of operations presented in accordance with U.S. GAAP. Adjusted EBITDA is not intended to represent cash flows from operations or net income (loss) as defined by U.S. GAAP as an indicator of operating performance. Furthermore, Adjusted EBITDA is not necessarily comparable to similarly-titled measures reported by other companies.
We believe Adjusted EBITDA is useful to investors and other users of our financial statements in evaluating our operating performance because it provides them with an additional tool to compare business performance across companies and across periods. We believe that EBITDA is widely used by investors to measure a company’s operating performance without regard to items such as interest expense, taxes, depreciation and amortization, which can vary substantially from company to company depending upon accounting methods and book value of assets, capital structure and the method by which assets were acquired.
Additionally, we believe that investors commonly adjust EBITDA information to eliminate the effect of restructuring and other expenses, which vary widely from company to company and impair comparability. As we define it, Adjusted EBITDA represents EBITDA adjusted for the effects of impairment losses, gains or losses on sales, dispositions or retirements of assets, any mark-to-market gains or losses from accounting for derivatives, adjustments to exclude the Adjusted EBITDA related to the noncontrolling interest, stock-based compensation expense, operating lease expense, non-cash gains and losses from foreign currency translations, major maintenance expense, gains or losses on the repurchase, modification or extinguishment of debt, non-cash GAAP-related adjustments to levelize revenues from tolling agreements and any extraordinary, unusual or non-recurring items plus adjustments to reflect the Adjusted EBITDA from our unconsolidated investments. We adjust for these items in our Adjusted EBITDA as our management believes that these items would distort their ability to efficiently view and assess our core operating trends.
In summary, our management uses Adjusted EBITDA as a measure of operating performance to assist in comparing performance from period to period on a consistent basis and to readily view operating trends, as a measure for planning and forecasting overall expectations and for evaluating actual results against such expectations, and in communications with our Board of Directors, shareholders, creditors, analysts and investors concerning our financial performance.
The tables below provide a reconciliation of Adjusted EBITDA to our income from operations on a segment basis and to net income attributable to Calpine on a consolidated basis for years ended December 31, 2015 , 2014 and 2013 (in millions). 

64



 
2015
 
West
 
Texas
 
East
 
Consolidation
and
Elimination
 
Total
Net income attributable to Calpine
 
 
 
 
 
 
 
 
$
235

Net income attributable to the noncontrolling interest
 
 
 
 
 
 
 
 
14

Income tax benefit
 
 
 
 
 
 
 
 
(76
)
Debt modification and extinguishment costs and other (income) expense, net
 
 
 
 
 
 
 
 
58

Interest expense, net of interest income
 
 
 
 
 
 
 
 
624

Income from operations
$
528

 
$
2

 
$
324

 
$
1

 
$
855

Add:
 
 
 
 
 
 
 
 
 
Adjustments to reconcile income from operations to Adjusted EBITDA:
 
 
 
 
 
 
 
 
 
Depreciation and amortization expense, excluding deferred financing costs (1)
244

 
204

 
184

 

 
632

Major maintenance expense
86

 
103

 
79

 

 
268

Operating lease expense
4

 

 
26

 

 
30

Mark-to-market (gain) loss on commodity derivative activity
(121
)
 
147

 
87

 

 
113

Adjustments to reflect Adjusted EBITDA from unconsolidated investments and exclude the noncontrolling interest (2)
(24
)
 

 
34

 

 
10

Stock-based compensation expense
10

 
10

 
6

 

 
26

Loss on dispositions of assets
3

 
9

 
4

 

 
16

Contract amortization

 
4

 
16

 

 
20

Other
5

 
2

 

 
(1
)
 
6

Total Adjusted EBITDA
$
735

 
$
481

 
$
760

 
$

 
$
1,976



65



 
2014
 
West
 
Texas
 
East (3)
 
Consolidation
and
Elimination
 
Total
Net income attributable to Calpine
 
 
 
 
 
 
 
 
$
946

Net income attributable to the noncontrolling interest
 
 
 
 
 
 
 
 
15

Income tax expense
 
 
 
 
 
 
 
 
22

Debt extinguishment costs and other (income) expense, net
 
 
 
 
 
 
 
 
367

Interest expense, net of interest income
 
 
 
 
 
 
 
 
639

Income from operations
$
549

 
$
329

 
$
1,111

 
$

 
$
1,989

Add:
 
 
 
 
 
 
 
 
 
Adjustments to reconcile income from operations to Adjusted EBITDA:
 
 
 
 
 
 
 
 
 
Depreciation and amortization expense, excluding deferred financing costs (1)
240

 
191

 
167

 

 
598

Major maintenance expense
64

 
91

 
79

 

 
234

Operating lease expense
8

 

 
26

 

 
34

Mark-to-market gain on commodity derivative activity
(172
)
 
(114
)
 
(56
)
 

 
(342
)
Impairment losses

 

 
123

 

 
123

(Gain) on sale of assets, net

 

 
(753
)
 

 
(753
)
Adjustments to reflect Adjusted EBITDA from unconsolidated investments and exclude the noncontrolling interest (2)
(24
)
 

 
29

 

 
5

Stock-based compensation expense
12

 
14

 
10

 

 
36

Loss on dispositions of assets
1

 

 

 

 
1

Contract amortization

 

 
14

 

 
14

Other

 
3

 
7

 

 
10

Total Adjusted EBITDA
$
678

 
$
514

 
$
757

 
$

 
$
1,949



66



 
2013
 
West
 
Texas
 
East (3)
 
Consolidation
and
Elimination
 
Total
Net income attributable to Calpine
 
 
 
 
 
 
 
 
$
14

Net income attributable to the noncontrolling interest
 
 
 
 
 
 
 
 
4

Income tax expense
 
 
 
 
 
 
 
 
2

Debt extinguishment costs and other (income) expense, net
 
 
 
 
 
 
 
 
164

Interest expense, net of interest income
 
 
 
 
 
 
 
 
690

Income from operations
$
280

 
$
190

 
$
403

 
$
1

 
$
874

Add:
 
 
 
 
 
 
 
 
 
Adjustments to reconcile income from operations to Adjusted EBITDA:
 
 
 
 
 
 
 
 
 
Depreciation and amortization expense, excluding deferred financing costs (1)
225

 
165

 
204

 
(1
)
 
593

Major maintenance expense
70

 
96

 
58

 

 
224

Operating lease expense
9

 

 
26

 

 
35

Mark-to-market (gain) loss on commodity derivative activity
62

 
(24
)
 
(24
)
 

 
14

Impairment losses
16

 

 

 

 
16

Adjustments to reflect Adjusted EBITDA from unconsolidated investments and exclude the noncontrolling interest (2)
(13
)
 

 
27

 

 
14

Stock-based compensation expense
12

 
13

 
11

 

 
36

Loss on dispositions of assets
2

 
1

 
1

 

 
4

Contract amortization

 

 
14

 

 
14

Other
13

 

 
(7
)
 

 
6

Total Adjusted EBITDA
$
676

 
$
441

 
$
713

 
$

 
$
1,830

 _____________
(1)
Depreciation and amortization expense in the income from operations calculation on our Consolidated Statements of Operations excludes amortization of other assets.
(2)
Adjustments to reflect Adjusted EBITDA from unconsolidated investments include (gain) loss on mark-to-market activity of nil for each of the years ended December 31, 2015 , 2014 and 2013 , respectively.
(3)
Our East segment includes Adjusted EBITDA of $43 million and $88 million for the years ended December 31, 2014 and 2013 , respectively, related to the six power plants in our East segment that were sold in July 2014.

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LIQUIDITY AND CAPITAL RESOURCES
We maintain a strong focus on liquidity. We manage our liquidity to help provide access to sufficient funding to meet our business needs and financial obligations throughout business cycles.
Our business is capital intensive. Our ability to successfully implement our strategy is dependent on the continued availability of capital on attractive terms. In addition, our ability to successfully operate our business is dependent on maintaining sufficient liquidity. We believe that we have adequate resources from a combination of cash and cash equivalents on hand and cash expected to be generated from future operations to continue to meet our obligations as they become due.
Liquidity
The following table provides a summary of our liquidity position at December 31, 2015 and 2014 (in millions):
 
2015
 
2014
Cash and cash equivalents, corporate (1)
$
850

 
$
460

Cash and cash equivalents, non-corporate
56

 
257

Total cash and cash equivalents
906

 
717

Restricted cash
228

 
244

Corporate Revolving Facility availability (2)
1,184

 
1,277

CDHI letter of credit facility availability
59

 
86

Total current liquidity availability
$
2,377

 
$
2,324

____________
(1)
Includes $35 million and $47 million of margin deposits posted with us by our counterparties at December 31, 2015 and 2014 , respectively. See Note 9 of the Notes to Consolidated Financial Statements for further information related to our collateral.
(2)
On February 8, 2016, we amended our Corporate Revolving Facility, extending the maturity by two years to June 27, 2020, and increasing the capacity by an additional $178 million to $1,678 million through June 27, 2018, reverting back to $1,520 million through the maturity date. Further, we increased the letter of credit sublimit by $250 million to $1.0 billion and extended the maturity by two years to June 27, 2020.
Our principal source for future liquidity is cash flows generated from our operations. We believe that cash on hand and expected future cash flows from operations will be sufficient to meet our liquidity needs for our operations, both in the near and longer term. See “Cash Flow Activities” below for a further discussion of our change in cash and cash equivalents.
Our principal uses of liquidity and capital resources, outside of those required for our operations, include, but are not limited to, collateral requirements to support our commercial hedging and optimization activities, debt service obligations including principal and interest payments, and capital expenditures for construction, project development and other growth initiatives. In addition, we may use capital resources to opportunistically repurchase our shares of common stock. The ultimate decision to allocate capital to share repurchases will be based upon the expected returns compared to alternative uses of capital. 
Cash Management —  We manage our cash in accordance with our cash management system subject to the requirements of our Corporate Revolving Facility and requirements under certain of our project debt and lease agreements or by regulatory agencies. Our cash and cash equivalents, as well as our restricted cash balances, are invested in money market funds that are not FDIC insured. We place our cash, cash equivalents and restricted cash in what we believe to be creditworthy financial institutions.
We have never paid cash dividends on our common stock. Future cash dividends, if any, may be authorized at the discretion of our Board of Directors and will depend upon, among other things, our future operations and earnings, capital requirements, general financial condition, contractual and financing restrictions and such other factors as our Board of Directors may deem relevant.
Liquidity Sensitivity
Significant changes in commodity prices and Market Heat Rates can have an impact on our liquidity as we use margin deposits, cash prepayments and letters of credit as credit support (collateral) with and from our counterparties for commodity procurement and risk management activities. Utilizing our portfolio of transactions subject to collateral exposure, we estimate that as of December 31, 2015, an increase of $1/MMBtu in natural gas prices would result in an increase of collateral required by approximately $217 million. If natural gas prices decreased by $1/MMBtu, we estimate that our collateral requirements would decrease by approximately $117 million. Changes in Market Heat Rates also affect our liquidity. For example, as demand increases,

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less efficient generation is dispatched, which increases the Market Heat Rate and results in increased collateral requirements. Historical relationships of natural gas and Market Heat Rate movements for our portfolio of assets have been volatile over time and are influenced by the absolute price of natural gas and the regional characteristics of each power market. We estimate that at December 31, 2015, an increase of 500 Btu/KWh in the Market Heat Rate would result in an increase in collateral required by approximately $44 million. If Market Heat Rates were to fall at a similar rate, we estimate that our collateral required would decrease by $36 million. These amounts are not necessarily indicative of the actual amounts that could be required, which may be higher or lower than the amounts estimated above, and also exclude any correlation between the changes in natural gas prices and Market Heat Rates that may occur concurrently. These sensitivities will change as new contracts or hedging activities are executed.
In order to effectively manage our future Commodity Margin, we have economically hedged a portion of our generation and natural gas portfolio mostly through power and natural gas forward physical and financial transactions; however, we currently remain susceptible to significant price movements for 2016 and beyond. In addition to the price of natural gas, our Commodity Margin is highly dependent on other factors such as:
the level of Market Heat Rates;
our continued ability to successfully hedge our Commodity Margin;
changes in U.S. macroeconomic conditions;
maintaining acceptable availability levels for our fleet;
the impact of current and pending environmental regulations in the markets in which we participate;
improving the efficiency and profitability of our operations;
increasing future contractual cash flows; and
our significant counterparties performing under their contracts with us.
Additionally, scheduled outages related to the life cycle of our power plant fleet in addition to unscheduled outages may result in maintenance expenditures that are disproportionate in differing periods. In order to manage such liquidity requirements, we maintain additional liquidity availability in the form of our Corporate Revolving Facility (noted in the table above), letters of credit and the ability to issue first priority liens for collateral support. It is difficult to predict future developments and the amount of credit support that we may need to provide should such conditions occur, we experience another economic recession or energy commodity prices increase significantly.
Letter of Credit Facilities 
The Corporate Revolving Facility represents our primary revolving facility. The table below represents amounts issued under our letter of credit facilities at December 31, 2015 and 2014 (in millions):
 
2015
 
2014
Corporate Revolving Facility
$
316

 
$
223

CDHI
241

 
214

Various project financing facilities
198

 
207

Total
$
755

 
$
644

Major Maintenance and Capital Spending
Our major maintenance and capital spending remains an important part of our business. Our expected expenditures for 2016 are as follows (in millions):
 
2016
Major maintenance expense
$
270

Capital expenditures, operations, net
140

Growth related capital expenditures
285

 Total major maintenance expense and capital spending
$
695

Wildfire at our Geysers Assets
In September 2015, a wildfire spread to our Geysers Assets in Lake and Sonoma Counties, California, affecting five of our 14 power plants in the region which sustained damage to ancillary structures such as cooling towers and communication/

69



electric deliverability infrastructure. The wildfire was subsequently contained and our Geysers Assets are generating renewable power for our customers at approximately three-quarters of the normal operating capacity. We expect our insurance program to cover repair and replacement costs as well as our net revenue losses after deductibles are met. As a result, we do not anticipate that the wildfire will have a material impact on our financial condition, results of operations or cash flows. Further, once repairs are completed, we expect generation capacity at our Geyser Assets to be restored to pre-fire levels.
NOLs
We have significant NOLs that will provide future tax deductions when we generate sufficient taxable income during the applicable carryover periods. At December 31, 2015 , our consolidated federal NOLs totaled approximately $6.9 billion . See Note 10 of the Notes to Consolidated Financial Statements for further discussion of our NOLs.
Cash Flow Activities
The following table summarizes our cash flow activities for the years ended December 31, 2015 , 2014 and 2013 (in millions):
 
2015
 
2014
 
2013
Beginning cash and cash equivalents
$
717

 
$
941

 
$
1,284

Net cash provided by (used in):
 
 
 
 
 
Operating activities
863

 
854

 
549

Investing activities
(841
)
 
(84
)
 
(593
)
Financing activities
167

 
(994
)
 
(299
)
Net increase (decrease) in cash and cash equivalents
189

 
(224
)
 
(343
)
Ending cash and cash equivalents
$
906

 
$
717

 
$
941

2015 — 2014
Net Cash Provided By Operating Activities
Cash provided by operating activities for the year ended December 31, 2015, was $863 million compared to $854 million for the year ended December 31, 2014. The increase was primarily due to:
Income from operations — Income from operations, adjusted for non-cash items, increased by $59 million for the year ended December 31, 2015, compared to the year ended December 31, 2014. Non-cash items consist primarily of depreciation and amortization, income from unconsolidated investments in power plants, impairment losses, gain on sale of assets, net and mark-to-market activity. The increase in income from operations was primarily driven by a $94 million increase in Commodity revenue, net of Commodity expense, excluding non-cash amortization of purchased intangible assets, partially offset by a $49 million increase in plant operating expense for the year ended December 31, 2015 compared to the year ended December 31, 2014. See “Results of Operations for the Years Ended December 31, 2015 and 2014” above for further discussion of these changes.
Working capital employed Working capital employed increased by $331 million for the year ended December 31, 2015, compared to the year ended December 31, 2014, after adjusting for changes in debt, restricted cash and mark-to-market related balances which did not impact cash provided by operating activities. The increase was primarily due to the change in net margining requirements for the year ended December 31, 2015, compared to the year ended December 31, 2014.
Debt modification and extinguishment payments Cash paid for debt modification and extinguishment decreased $276 million to $34 million during the year ended December 31, 2015, from $310 million for the year ended December 31, 2014. During the year ended December 31, 2015, we made cash payments of $13 million related to issuance costs associated with our 2022 First Lien Term Loan and cash payments of $21 million related to the repayment of a portion of our 2023 First Lien Notes, as compared to $310 million during the year ended December 31, 2014, which was associated with the repayment of our 2019 First Lien Notes, 2020 First Lien Notes and 2021 First Lien Notes and a portion of our 2023 First Lien Notes.
Net Cash Used In Investing Activities
Cash used in investing activities for the year ended December 31, 2015, was $841 million compared to $84 million for the year ended December 31, 2014. The increase was primarily due to:

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Proceeds from the sale of power plants, interests and other During the year ended December 31, 2014, we received proceeds of approximately $1.57 billion related to the completion of the sale of six power plants in our East segment. There was no similar activity during the year ended December 31, 2015.
Purchase of Champion Energy, Fore River and Guadalupe Energy Centers — During the year ended December 31, 2015, we purchased the retail electric provider Champion Energy for $296 million compared to the purchase of two natural gas-fired, combined-cycle power plants located in North Weymouth, Massachusetts and Guadalupe County, Texas for $541 million and $656 million, respectively, during the year ended December 31, 2014.
Capital expenditures — Capital expenditures for the year ended December 31, 2015, were $565 million, an increase of $73 million, compared to expenditures of $492 million for the year ended December 31, 2014. The increase was primarily due to higher expenditures on construction projects and outages during the year ended December 31, 2015, as compared to the year ended December 31, 2014.
Net Cash Provided By (Used In) Financing Activities
Cash provided by financing activities for the year ended December 31, 2015, was $167 million compared to cash used in financing activities of $994 million for the year ended December 31, 2014. The increase was primarily due to:
First Lien Term Loans — During the year ended December 31, 2015, we received proceeds of approximately $1.6 billion from the issuance of the 2022 First Lien Term Loan which was used to repay the 2018 First Lien Term Loan of $1.6 billion. In addition, we received proceeds of approximately $545 million from the issuance of the 2023 First Lien Term Loan which is intended to be used, together with operating cash on hand, to fund the acquisition of Granite Ridge Energy Center, to repay project and corporate debt and for general corporate purposes. There was no similar activity during the year ended December 31, 2014.
CCFC refinancing During the year ended December 31, 2014, we received proceeds of $420 million under the CCFC Term Loans, which were used to fund a portion of the purchase price paid in connection with the acquisition of the Guadalupe Energy Center. There was no similar activity during the year ended December 31, 2015.
First Lien Notes and Senior Unsecured Notes — During the year ended December 31, 2015, we received proceeds of $650 million from the issuance of the 2024 Senior Unsecured Notes which were used to replenish cash on hand used for the acquisition of Fore River Energy Center in the fourth quarter of 2014, to repurchase $147 million of our 2023 First Lien Notes and for general corporate purposes. In addition, we redeemed $120 million of our 2023 First Lien Notes. During the year ended December 31, 2014, we received proceeds of $2.8 billion from the issuance of Senior Unsecured Notes, which were used to repurchase our 2019 First Lien Notes, 2020 First Lien Notes and 2021 First Lien Notes of $2.8 billion and we repurchased $120 million of our 2023 First Lien Notes.
Stock repurchases — During the year ended December 31, 2015, we made payments of $529 million to repurchase our common stock compared to $1.1 billion during the year ended December 31, 2014. The decrease is primarily due to the repurchase of $311 million of common stock from a shareholder in a private transaction during the year ended December 31, 2014.
2014 — 2013
Net Cash Provided By Operating Activities
Cash provided by operating activities for the year ended December 31, 2014, was $854 million compared to $549 million for the year ended December 31, 2013. The increase was primarily due to:
Income from operations Income from operations, adjusted for non-cash items, increased by $130 million for the year ended December 31, 2014, compared to the year ended December 31, 2013. Non-cash items consist primarily of depreciation and amortization, income from unconsolidated investments in power plants, impairment losses, gain on sale of assets, net and mark-to-market activity. The increase in income from operations was primarily driven by a $214 million increase in Commodity revenue, net of Commodity expense partially offset by a $74 million increase in plant operating expense for the year ended December 31, 2014, compared to the year ended December 31, 2013. See “Results of Operations for the Year Ended December 31, 2014 and 2013” above for further discussion of these changes.
Working capital employed — Working capital employed decreased by approximately $328 million for the year ended December 31, 2014, compared to the year ended December 31, 2013, after adjusting for change in debt, restricted cash and mark-to-market related balances which did not impact cash provided by operating activities. The decrease was primarily due to a reduction in net margin requirements and accounts receivable/accounts payable balances for the year ended December 31, 2014 compared to the year ended December 31, 2013.

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Interest paid — Cash paid for interest decreased by $62 million to $610 million for the year ended December 31, 2014, from $672 million for the year ended December 31, 2013. The decrease was primarily due to the lower effective interest rates year over year due to our refinancing activity and the timing of interest payments.
Debt extinguishment payments — For the year ended December 31, 2014, we made cash payments of $310 million related to the repayment of our 2019 First Lien Notes, 2020 First Lien Notes, and 2021 First Lien Notes, as compared to $101 million for the year ended December 31, 2013, which were associated with the redemption of the CCFC Notes and a portion of our First Lien Notes.
Net Cash Used In Investing Activities
Cash used in investing activities for the year ended December 31, 2014 was $84 million compared to $593 million for the year ended December 31, 2013. The decrease was primarily due to:
Higher proceeds from the sale of power plants, interests and other — During the year ended December 31, 2014, we received proceeds of approximately $1.57 billion related to the completion of the sale of six power plants in our East segment, compared to $1 million during the year ended December 31, 2013 that was related to the sale of equipment.
Capital expenditures — Capital expenditures for the year ended December 31, 2014 were $492 million, a decrease of $83 million, compared to expenditures of $575 million for the year ended December 31, 2013. The decrease was primarily due to lower expenditures on construction projects in 2014 as compared to 2013.
Purchase of Fore River and Guadalupe Energy Centers — In 2014, we purchased two natural gas-fired, combined-cycle power plants located in North Weymouth, Massachusetts and Guadalupe County, Texas for $541 million and $656 million, respectively. There were no acquisitions during the year ended December 31, 2013.
Restricted cash — Restricted cash decreased $28 million for the year ended December 31, 2014, compared to an increase of $18 million for the year ended December 31, 2013. The decrease was primarily due to a decrease in insurance reserve resulting from property damage claim settlements, and a decrease in debt service primarily related to the timing of funding and debt payments.
Net Cash Used In Financing Activities
Cash used in financing activities increased by $695 million to $994 million for the year ended December 31, 2014, compared to cash used in financing activities of $299 million for the year ended December 31, 2013. The increase was primarily due to:
CCFC Term Loans and CCFC Notes — During the year ended December 31, 2014, we received proceeds of approximately $420 million under the CCFC Term Loans, which were used to fund a portion of the purchase price paid in connection with the acquisition of the Guadalupe Energy Center compared to proceeds of approximately $1,197 million under the CCFC Term Loans which were used to repay the $1.0 billion of outstanding CCFC Notes for the year ended December 31, 2013, resulting in a net increase of approximately $223 million. In addition, during the year ended December 31, 2014, we made principal payments of approximately $16 million, compared to principal payments of $6 million during the year ended December 31, 2013.
First Lien Term Loans During the year ended December 31, 2013, we received proceeds of approximately $390 million from the issuance of the 2020 First Lien Term Loan which was used together with the proceeds from the 2022 First Lien Notes to repay the 2017 First Lien Notes. There was no similar activity during the year ended December 31, 2014. In addition, during the year ended December 31, 2014, we made principal payments of $29 million, compared to principal payments of $25 million during the year ended December 31, 2013.
First Lien Notes and Senior Unsecured Notes During the year ended December 31, 2014, we received proceeds of $2.8 billion from the issuance of Senior Unsecured Notes, which were used to repay our 2019 First Lien Notes, 2020 First Lien Notes, and 2021 First Lien Notes resulting in a net use of $120 million in cash. During the year ended December 31, 2013, we received proceeds of approximately $1.2 billion under the 2022 First Lien Notes and 2024 First Lien Notes, which were used to redeem the 2017 First Lien Notes along with 10% redemption of the remaining First Lien Notes for a net use of $316 million in cash.
Proceeds from project debt — During the year ended December 31, 2014, we received proceeds of approximately $79 million from project debt, compared to $182 million during the year ended December 31, 2013. The decrease was related to lower draws on our Russell City and Los Esteros project debt as the power plants commenced operations during the third quarter of 2013.

72



Repayments of project debt, notes payable and other During the year ended December 31, 2014, we made repayments of $178 million compared to $66 million for the year ended December 31, 2013. The increase in repayments was related to the conversion of Russell City and Los Esteros project debt to term loans in December 2013 and September 2014, respectively.
Distribution to noncontrolling interest holder During the year ended December 31, 2014, we made a distribution to a noncontrolling interest holder in Russell City Energy Company, LLC of approximately $15 million, with no similar activity during the year ended December 31, 2013.
Stock repurchases During the year ended December 31, 2014, we made payments of approximately $1.1 billion to repurchase our common stock compared to $623 million during the year ended December 31, 2013. The increase is primarily due to the repurchase of $311 million of common stock from a shareholder in a private transaction.
Counterparties and Customers
Our counterparties primarily consist of four categories of entities who participate in the energy markets: financial institutions and trading companies; regulated utilities, municipalities, cooperatives, ISOs and other retail power suppliers; oil, natural gas, chemical and other energy-related industrial companies; and commercial, industrial and residential retail customers. We have exposure to trends within the energy industry, including declines in the creditworthiness of our counterparties. We have concentrations of credit risk with a few of our wholesale customers relating to our sales of power and steam and our hedging, optimization and trading activities. Currently, certain of our counterparties within the energy industry have below investment grade credit ratings. We believe that our credit policies and portfolio of transactions adequately monitor and diversify our credit risk, and currently our counterparties are performing and financially settling timely according to their respective agreements.
Credit Considerations
Our credit rating has, among other things, generally required us to post significant collateral with our hedging counterparties. Our collateral is generally in the form of cash deposits, letters of credit or first liens on our assets. See also Note 9 of the Notes to Consolidated Financial Statements for our use of collateral. Our credit rating reduces the number of hedging counterparties willing to extend credit to us and reduces our ability to negotiate more favorable terms with them. However, we believe that we will continue to be able to work with our hedging counterparties to execute beneficial hedging transactions and provide adequate collateral. At December 31, 2015 , our First Lien Notes, First Lien Term Loans, Corporate Revolving Facility, Senior Unsecured Notes and our corporate rating had the following ratings and commentary from Standard and Poor’s and Moody’s Investors Service:
 
Standard and Poor’s
  
Moody’s Investors
Service
First Lien Notes, First Lien Term Loans and Corporate Revolving Facility rating
BB
  
Ba3
Senior Unsecured Notes
B
 
B3
Corporate rating
B+
  
B1
Commentary
Stable
  
Positive
Off Balance Sheet Arrangements
Our power plant operating leases are not reflected on our Consolidated Balance Sheets and contain customary restrictions on dividends up to Calpine Corporation, additional debt and further encumbrances similar to those typically found in project finance debt instruments. See Note 15 of the Notes to Consolidated Financial Statements for the future minimum lease payments under our power plant operating leases.
Some of our unconsolidated equity method investments have debt that is not reflected on our Consolidated Balance Sheets. As of December 31, 2015 , our equity method investees (Greenfield LP and Whitby) had aggregate debt outstanding of $269 million . Based on our pro rata share of each of the investments, our share of such debt would be approximately $135 million . All such debt is non-recourse to us. See Note 5 of the Notes to Consolidated Financial Statements for additional information on our investments.
Guarantee Commitments  — As part of our normal business operations, we enter into various agreements providing, or otherwise arranging, financial or performance assurance to third parties on behalf of our subsidiaries in the ordinary course of such subsidiaries’ respective business. Such arrangements include guarantees, standby letters of credit and surety bonds for power and natural gas purchase and sale arrangements and contracts associated with the development, construction, operation and maintenance of our fleet of power plants. These arrangements are entered into primarily to support or enhance the creditworthiness otherwise attributed to a subsidiary on a stand-alone basis, thereby facilitating the extension of sufficient credit to accomplish the

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subsidiaries’ intended commercial purposes. Our primary commercial obligations as of December 31, 2015 , are as follows (in millions):
 
 
 
Amounts of Commitment Expiration per Period
Guarantee Commitments
 
2016
 
2017
 
2018
 
2019
 
2020
 
Thereafter
 
Total
Amounts
Committed
Guarantee of subsidiary debt (1)
 
$
36

 
$
26

 
$
31

 
$
30

 
$
30

 
$
118

 
$
271

Standby letters of credit (2)(3)(5)
 
656

 
40

 

 
21

 

 
38

 
755

Surety bonds (4)(5)(6)
 

 

 

 

 

 
5

 
5

Total
 
$
692

 
$
66

 
$
31

 
$
51

 
$
30

 
$
161

 
$
1,031

 ___________
(1)
Represents Calpine Corporation guarantees of certain power plant capital leases and related interest. All guaranteed capital leases are recorded on our Consolidated Balance Sheets.
(2)
The standby letters of credit disclosed above represent those disclosed in Note 6 of the Notes to Consolidated Financial Statements.
(3)
Letters of credit are renewed annually and as such all amounts are reflected in the year of letter of credit expiration. The related commercial obligations extend for multiple years, therefore, renewal of the letter of credit will likely follow the term of the associated commercial obligation.
(4)
The majority of surety bonds do not have expiration or cancellation dates.
(5)
These are contingent off balance sheet obligations.
(6)
As of December 31, 2015 , no cash collateral is outstanding related to these bonds.
Contractual Obligations — Our contractual obligations as of December 31, 2015 , are as follows (in millions):
 
 
Total
 
Less than 1
Year
 
1-3 Years
 
3-5 Years
 
More than 5
Years
Operating lease obligations (1)
$
432

 
$
51

 
$
100

 
$
82

 
$
199

Purchase obligations:
 
 
 
 
 
 
 
 
 
Turbine commitments
$
87

 
$
62

 
$
25

 
$

 
$

Commodity purchase obligations (2)
1,332

 
255

 
269

 
180

 
628

LTSA
183

 
19

 
45

 
44

 
75

Cost to complete construction projects
313

 
260

 
53

 

 

Parts supply agreements (3)
591

 
97

 
151

 
157

 
186

Other purchase obligations (4)
593

 
54

 
86

 
80

 
373

Total purchase obligations
$
3,099

 
$
747

 
$
629

 
$
461

 
$
1,262

Debt
$
12,120

 
$
222

 
$
444

 
$
2,990

 
$
8,464

Other contractual obligations:
 
 
 
 
 
 
 
 
 
Interest payments on debt (5)
$
4,134

 
$
569

 
$
1,206

 
$
1,103

 
$
1,256

Liability for uncertain tax positions
28

 
1

 
21

 
3

 
3

Interest rate swap agreement (5)
92

 
38

 
40

 
11

 
3

Total other contractual obligations
$
4,254

 
$
608

 
$
1,267

 
$
1,117

 
$
1,262

 ___________
(1)
Included in the total are future minimum payments for power plant, office, land and other operating leases. See Note 15 of the Notes to Consolidated Financial Statements for more information.
(2)
The amounts presented here include contracts for the purchase, transportation or storage of commodities accounted for as executory contracts and therefore not recognized as liabilities on our Consolidated Balance Sheet.
(3)
Our parts supply agreements are generally cancelable upon payment of an insubstantial termination fee.
(4)
The amounts presented here include water agreements, maintenance agreements and other purchase obligations.

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(5)
Amounts are projected based upon interest rates at December 31, 2015 .
Special Purpose Subsidiaries
Pursuant to applicable transaction agreements, we have established certain of our entities separate from Calpine Corporation and our other subsidiaries. In accordance with applicable accounting standards, we consolidate these entities. As of the date of filing of this Report, these entities included: Calpine King City Cogen, LLC, Calpine Securities Company, L.P. (a parent company of Calpine King City Cogen, LLC), Calpine King City, LLC (an indirect parent company of Calpine Securities Company, L.P.), Russell City Energy Company, LLC and OMEC.


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RISK MANAGEMENT AND COMMODITY ACCOUNTING
Our commercial hedging and optimization strategies are designed to maximize our risk-adjusted Commodity Margin by leveraging our knowledge, experience and fundamental views on natural gas and power. We actively manage our risk exposures with a variety of physical and financial instruments with varying time horizons. These instruments include PPAs, tolling arrangements, Heat Rate swaps and options, load sales, steam sales, buying and selling standard physical products, buying and selling exchange traded instruments, buying and selling environmental and capacity products, natural gas transportation and storage arrangements, electric transmission service and other contracts for the sale and purchase of power products. We utilize these instruments to maximize the risk-adjusted returns for our Commodity Margin. On October 1, 2015, we completed the acquisition of Champion Energy, a leading retail electric provider, which also provides us with an additional outlet to transact hedging activities related to our wholesale power plant portfolio.
We conduct our hedging and optimization activities within a structured risk management framework based on controls, policies and procedures. We monitor these activities through active and ongoing management and oversight, defined roles and responsibilities, and daily risk estimates and reporting. Additionally, we seek to manage the associated risks through diversification, by controlling position sizes, by using portfolio position limits, and by entering into offsetting positions that lock in a margin. We also are exposed to commodity price movements (both profits and losses) in connection with these transactions. These positions are included in and subject to our consolidated risk management portfolio position limits and controls structure. Changes in fair value of commodity positions that do not qualify for or we do not elect either hedge accounting or the normal purchase normal sale exemption are recognized currently in earnings and are separately stated on our Consolidated Statements of Operations in mark-to-market gain/loss as a component of operating revenues (for power and Heat Rate swaps and options) and fuel and purchased energy expense (for natural gas, power, environmental product and fuel oil contracts, swaps and options). Our future hedged status and marketing and optimization activities are subject to change as determined by our commercial operations group, Chief Risk Officer, senior management and Board of Directors.
At any point in time, the relative quantity of our products hedged or sold under longer-term contracts is determined by the availability of forward product sales opportunities and our view of the attractiveness of the pricing available for forward sales. We have economically hedged a portion of our expected generation and natural gas portfolio mostly through power and natural gas forward physical and financial transactions; however, we currently remain susceptible to significant price movements for 2016 and beyond. When we elect to enter into these transactions, we are able to economically hedge a portion of our Spark Spread at pre-determined generation and price levels.
We have historically used interest rate swaps to adjust the mix between our fixed and variable rate debt. To the extent eligible, our interest rate swaps have been designated as cash flow hedges, and changes in fair value are recorded in OCI to the extent they are effective with gains and losses reclassified into earnings in the same period during which the hedged forecasted transaction affects earnings. See Note 8 of the Notes to Consolidated Financial Statements for further discussion of our derivative instruments.
The primary factors affecting our market risk and the fair value of our derivatives at any point in time are the volume of open derivative positions (MMBtu, MWh and $ notional amounts); changing commodity market prices, primarily for power and natural gas; our credit standing and that of our counterparties for energy commodity derivatives; and prevailing interest rates for our interest rate swaps. Since prices for power and natural gas and interest rates are volatile, there may be material changes in the fair value of our derivatives over time, driven both by price volatility and the changes in volume of open derivative transactions. Our derivative assets have decreased to approximately $2.0 billion at December 31, 2015 , when compared to approximately $2.5 billion at December 31, 2014, and our derivative liabilities have remained unchanged at approximately $2.2 billion at both December 31, 2015 and 2014. The fair value of our level 3 derivative assets and liabilities at December 31, 2015 represent a small portion of our total assets and liabilities measured at fair value (approximately 2% and 4%, respectively). During the fourth quarter of 2015, we reclassified balances related to long-term deals previously accounted for as derivative contracts to other assets following the election of the normal purchase normal sales exemption and the discontinuance of derivative accounting treatment as of the date of this election. See Note 7 of the Notes to Consolidated Financial Statements for further information related to our level 3 derivative assets and liabilities.

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The change in fair value of our outstanding commodity and interest rate derivative instruments from January 1, 2015, through December 31, 2015 , is summarized in the table below (in millions):
 
Commodity Instruments
 
Interest Rate
Swaps
 
Total
Fair value of contracts outstanding at January 1, 2015
$
381

 
$
(110
)
 
$
271

Items recognized or otherwise settled during the period (1)(2)
(257
)
 
43

 
(214
)
Fair value attributable to new contracts
125

 

 
125

Changes in fair value attributable to price movements
161

 
(22
)
 
139

Changes in fair value attributable to nonperformance risk
(1
)
 

 
(1
)
Other changes in fair value (3)
(516
)
 

 
(516
)
Fair value of contracts outstanding at December 31, 2015 (4)
$
(107
)
 
$
(89
)
 
$
(196
)
__________
(1)
Commodity contract settlements consist of the realization of previously recognized gains on contracts not designated as hedging instruments of $359 million (represents a portion of Commodity revenue and Commodity expense as reported on our Consolidated Statements of Operations) and $102 million related to current period gains from other changes in derivative assets and liabilities not reflected in OCI or earnings.
(2)
Interest rate settlements consist of $40 million related to realized losses from settlements of designated cash flow hedges and $3 million related to realized losses from settlements of undesignated interest rate swaps (represents a portion of interest expense as reported on our Consolidated Statements of Operations).
(3)
Includes $277 million in losses (net of hedge terminations) related to wholesale hedges acquired from Champion Energy and the reclassification of $239 million in previously recognized gains to other assets following the election of the normal purchase normal sales exemption and the discontinuance of derivative accounting treatment as of the date of this election.
(4)
Net commodity and interest rate derivative assets and liabilities reported in Notes 7 and 8 of the Notes to Consolidated Financial Statements.
The change since the last balance sheet date in the total value of the derivatives (both assets and liabilities) is reflected either in cash for option premiums paid or collected, in OCI, net of tax for cash flow hedges, or on our Consolidated Statements of Operations as a component (gain or loss) in earnings.
The following tables detail the components of our total activity for both the net realized gain (loss) and the net mark-to-market gain (loss) recognized from our derivative instruments in earnings and where these components were recorded on our Consolidated Statements of Operations for the years ended December 31, 2015 , 2014 and 2013 (in millions):
 
2015
 
2014
 
2013
Realized gain (loss) (1)(2)
 
 
 
 
 
Commodity derivative instruments
$
450

 
$
110

 
$
86

Total realized gain (loss)
$
450

 
$
110

 
$
86

 
 
 
 
 
 
Mark-to-market gain (loss) (3)
 
 
 
 
 
Commodity derivative instruments
$
(113
)
 
$
342

 
$
(14
)
Interest rate swaps
3

 
11

 
2

Total mark-to-market gain (loss)
$
(110
)
 
$
353

 
$
(12
)
Total activity, net
$
340

 
$
463

 
$
74

___________
(1)
Does not include the realized value associated with derivative instruments that settle through physical delivery.
(2)
Includes amortization of acquisition date fair value of derivative activity related the acquisition of Champion Energy.
(3)
In addition to changes in market value on derivatives not designated as hedges, changes in mark-to-market gain (loss) also includes de-designation of interest rate swap cash flow hedges and related reclassification from AOCI into earnings, hedge ineffectiveness and adjustments to reflect changes in credit default risk exposure.

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2015
 
2014
 
2013
Realized and mark-to-market gain (loss)
 
 
 
 
 
Derivatives contracts included in operating revenues (1)
$
528

 
$
384

 
$
(119
)
Derivatives contracts included in fuel and purchased energy expense (1)
(191
)
 
68

 
191

Interest rate swaps included in interest expense
3

 
11

 
2

Total activity, net
$
340

 
$
463

 
$
74

___________
(1)
Does not include the realized value associated with derivative instruments that settle through physical delivery.
Commodity Price Risk —  Commodity price risks result from exposure to changes in spot prices, forward prices, price volatilities and correlations between the price of power, steam and natural gas. We manage the commodity price risk and the variability in future cash flows from forecasted sales of power and purchases of natural gas of our entire portfolio of generating assets and contractual positions by entering into various derivative and non-derivative instruments.
The net fair value of outstanding derivative commodity instruments at December 31, 2015 , based on price source and the period during which the instruments will mature, are summarized in the table below (in millions):
 
Fair Value Source
 
2016
 
2017-2018
 
2019-2020
 
After 2020
 
Total
Prices actively quoted
 
$
133

 
$
(1
)
 
$

 
$

 
$
132

Prices provided by other external sources
 
(125
)
 
(96
)
 
(15
)
 

 
(236
)
Prices based on models and other valuation methods
 
(6
)
 
4

 
(1
)
 

 
(3
)
Total fair value
 
$
2

 
$
(93
)
 
$
(16
)
 
$

 
$
(107
)
We measure the energy commodity price risk in our portfolio on a daily basis using a VAR model to estimate the potential one-day risk of loss based upon historical experience resulting from market movements in comparison to internally established thresholds. Our VAR is calculated for our entire portfolio comprising energy commodity derivatives, expected generation and natural gas consumption from our power plants, PPAs, and other physical and financial transactions. We measure VAR using a variance/covariance approach based on a confidence level of 95%, a one-day holding period and actual observed historical correlation. While we believe that our VAR assumptions and approximations are reasonable, different assumptions and/or approximations could produce materially different estimates.
The table below presents the high, low and average of our daily VAR for the years ended December 31, 2015 and 2014 (in millions):
 
2015
 
2014
Year ended December 31:
 
 
 
High
$
51

 
$
58

Low
$
17

 
$
22

Average
$
26

 
$
33

As of December 31
$
19

 
$
29

Due to the inherent limitations of statistical measures such as VAR, the VAR calculation may not capture the full extent of our commodity price exposure. As a result, actual changes in the value of our energy commodity portfolio could be different from the calculated VAR, and could have a material impact on our financial results. In order to evaluate the risks of our portfolio on a comprehensive basis and augment our VAR analysis, we also measure the risk of the energy commodity portfolio using several analytical methods including sensitivity analysis, non-statistical scenario analysis, including stress testing, and daily position report analysis.
Since the fourth quarter of 2012, the forward commodity markets have experienced a decrease in participation of counterparties in the marketplace with which we transact our hedging activities. Although this occurrence has not had a material adverse impact on our results of operations or financial condition, should these conditions persist, it could decrease our ability to hedge our forward commodity price risk and create incremental volatility in our earnings. On October 1, 2015, we completed the acquisition of Champion Energy, a leading retail electric provider, which also provides us with an additional outlet to transact hedging activities related to our wholesale power plant portfolio.
Liquidity Risk  — Liquidity risk arises from the general funding requirements needed to manage our activities and assets and liabilities. Increasing natural gas prices or Market Heat Rates can cause increased collateral requirements. Our liquidity

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management framework is intended to maximize liquidity access and minimize funding costs during times of rising prices. See further discussion regarding our uses of collateral as they relate to our commodity procurement and risk management activities in Note 9 of the Notes to Consolidated Financial Statements.
Credit Risk —  Credit risk relates to the risk of loss resulting from nonperformance or non-payment by our counterparties related to their contractual obligations with us. Risks surrounding counterparty performance and credit could ultimately impact the amount and timing of expected cash flows. We also have credit risk if counterparties are unable to provide collateral or post margin. We monitor and manage our credit risk through credit policies that include:
credit approvals;
routine monitoring of counterparties’ credit limits and their overall credit ratings;
limiting our marketing, hedging and optimization activities with high risk counterparties;
margin, collateral, or prepayment arrangements; and
payment netting arrangements, or master netting arrangements that allow for the netting of positive and negative exposures of various contracts associated with a single counterparty.
We have concentrations of credit risk with a few of our wholesale customers relating to our sales of power and steam and our hedging, optimization and trading activities. We believe that our credit policies and portfolio of transactions adequately monitor and diversify our credit risk, and currently our counterparties are performing and financially settling timely according to their respective agreements. We monitor and manage our total comprehensive credit risk associated with all of our contracts irrespective of whether they are accounted for as an executory contract, a normal purchase normal sale or whether they are marked-to-market and included in our derivative assets and liabilities on our Consolidated Balance Sheets. Our counterparty credit quality associated with the net fair value of outstanding derivative commodity instruments is included in our derivative assets and (liabilities) at December 31, 2015 , and the period during which the instruments will mature are summarized in the table below (in millions):

Credit Quality
(Based on Standard & Poor’s Ratings
as of December 31, 2015)
 
2016
 
2017-2018
 
2019-2020
 
After 2020
 
Total
Investment grade
 
$
14

 
$
(91
)
 
$
(16
)
 
$

 
$
(93
)
Non-investment grade
 
(2
)
 
(1
)
 
(1
)
 

 
(4
)
No external ratings
 
(10
)
 
(1
)
 
1

 

 
(10
)
Total fair value
 
$
2

 
$
(93
)
 
$
(16
)
 
$

 
$
(107
)
Interest Rate Risk —  We are exposed to interest rate risk related to our variable rate debt. Interest rate risk represents the potential loss in earnings arising from adverse changes in market interest rates. Our variable rate financings are indexed to base rates, generally LIBOR. The following table summarizes the contract terms as well as the fair values of our debt instruments exposed to interest rate risk as of December 31, 2015 . All outstanding balances and fair market values are shown gross of applicable premium or discount, if any (in millions):  
 
2016
 
2017
 
2018
 
2019
 
2020
 
Thereafter
 
Total
 
Fair Value
December 31,
2015
Debt by Maturity Date:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fixed Rate
$
14

 
$
7

 
$
7

 
$
8

 
$
8

 
$
5,301

 
$
5,345

 
$
5,037

Average Interest Rate
4.7
%
 
6.5
%
 
6.5
%
 
6.6
%
 
6.5
%
 
5.9
%
 
 
 
 
Variable Rate
$
168

 
$
175

 
$
185

 
$
1,584

 
$
1,337

 
$
3,027

 
$
6,476

 
$
6,255

Average Interest Rate (1)
3.1
%
 
3.7
%
 
4.1
%
 
4.5
%
 
4.8
%
 
5.6
%
 
 
 
 
 ____________
(1)
Projection based upon forward LIBOR rates inferred from spot rates at December 31, 2015 .
Our variable rate financings are indexed to base rates, generally LIBOR. Interest rate risk represents the potential loss in earnings arising from adverse changes in market interest rates. The fair value of our interest rate swaps are validated based upon external quotes. Our interest rate swaps are with counterparties we believe are primarily high quality institutions, and we do not believe that our interest rate swaps expose us to any significant credit risk. Holding all other factors constant, we estimate that a

79



10% decrease in interest rates would result in a change in the fair value of our interest rate swaps hedging our variable rate debt of approximately $(6) million at December 31, 2015 .

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APPLICATION OF CRITICAL ACCOUNTING POLICIES
The preparation of financial statements in accordance with U.S. GAAP requires management to make certain estimates and assumptions which are inherently imprecise and may differ significantly from actual results achieved. We believe the following are our more critical accounting policies due to the significance, subjectivity and judgment involved in determining our estimates used in preparing our Consolidated Financial Statements. See Note 2 of the Notes to Consolidated Financial Statements for a discussion of the application of these and other accounting policies. We evaluate our estimates and assumptions used in preparing our Consolidated Financial Statements on an ongoing basis utilizing historic experience, anticipated future events or trends, consultation with third party advisors or other methods that involve judgment as determined appropriate under the circumstances. The resulting effects of changes in our estimates are recorded in our Consolidated Financial Statements in the period in which the facts and circumstances that give rise to the change in estimate become known.
Revenue Recognition
We routinely enter into physical commodity contracts for sales of our generated power to manage risk and capture the value inherent in our generation. Determining the proper accounting for our power contracts can require significant judgment and impact how we recognize revenue. In addition, we determine whether the contract should be accounted for on a gross or net basis. Determining the proper accounting treatment involves the evaluation of quantitative, as well as qualitative factors, to determine if the contract should be accounted for as one of the following:
 
a contract that qualifies as a lease;
a derivative;
a contract that meets the definition of a derivative but is eligible for the normal purchase normal sale exemption; or
a contract that is a physical or executory contract.
Lease Accounting  — Revenue from contracts accounted for as operating leases, such as certain tolling agreements, with minimum lease rentals (capacity payments) which vary over time must be levelized. Generally, we levelize these contract revenues on a straight-line basis over the term of the contract.
Executory and Physical Contracts Exempt from Derivative Accounting  — We generally recognize revenue from the sale of power or host steam thermal energy for sale to our customers for use in industrial or other heating operations, upon transmission and delivery to the customer at the contractual price. In addition to revenues from power, host steam revenues and RECs from our Geysers Assets related to generation, our operating revenues also include:
 
power and steam revenue consisting of fixed and variable capacity payments, including capacity payments received from PJM and ISO-NE capacity auctions which are not related to generation;
other revenues such as RMR Contracts, resource adequacy and certain ancillary service revenues; and
other service revenues.
Capacity payments, RMR Contracts, RECs, resource adequacy and other ancillary revenues, unless qualified as a lease, are recognized when contractually earned and consist of revenues received from our customers either at the market price or a contract price.
See “ — Accounting for Derivative Instruments” directly below for a discussion of the significant judgments and estimates related to accounting for derivative instruments. We apply lease accounting to contracts that meet the definition of a lease and accrual accounting treatment to those contracts that are either exempt from derivative accounting or do not meet the definition of a derivative instrument.
Gross vs. Net Accounting  — We determine whether the financial statement presentation of revenues should be on a gross or net basis. Where we act as principal, we record settlement of our physical commodity contracts on a gross or net basis dependent upon whether the contract results in physical delivery of the underlying product. With respect to our physical executory contracts, where we do not take title to the commodities but receive a variable payment to convert natural gas into power and steam in a tolling operation, we record revenues on a net basis.
Fair Value Measurements
We use fair value to measure certain of our assets, liabilities and expenses in our financial statements. Fair value is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price). Generally, the determination of fair value requires the use of significant judgment

81



and different approaches and models under varying circumstances. Under a market based approach, we consider prices of similar assets, consult with brokers and experts or employ other valuation techniques. Under an income based approach, we generally estimate future cash flows and then discount them at a risk adjusted rate.
Accordingly, the determination of fair value represents a critical accounting policy. Our most significant fair value measurements represent the valuation of our derivative assets and liabilities, which are measured on a recurring basis (each reporting period) and measurements of impairments and acquired assets on a nonrecurring basis. We primarily apply the market approach and income approach for recurring fair value measurements (primarily our derivative assets and liabilities) using the best available information. We primarily utilize the income approach for nonrecurring fair value measurements such as impairments of our assets as market prices for similar assets may not be readily available and may not incorporate the expected future returns from our assets. We utilize valuation techniques that seek to maximize the use of observable inputs and minimize the use of unobservable inputs. We classify fair value balances based on the observability of those inputs. U.S. GAAP establishes a fair value hierarchy which classifies fair value measurements from level 1 through level 3 based upon the inputs used to measure fair value:
Level 1  — Quoted prices (unadjusted) are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2  — Pricing inputs include quoted prices for similar assets and liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 —  Pricing inputs include significant inputs that are generally less observable or from unobservable sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.
Derivative Instruments and Valuation Techniques
The primary factors affecting the fair value of our derivative instruments at any point in time are the volume of open derivative positions (MMBtu, MWh and $ notional amounts); changing commodity market prices, primarily for power and natural gas; our credit standing and that of our counterparties for energy commodity derivatives; and prevailing interest rates for our interest rate swaps. Prices for power and natural gas and interest rates are volatile, which can result in material changes in the fair value measurements reported in our financial statements in the future. Derivative contracts can be exchange-traded or OTC. For OTC derivatives that trade in liquid markets, model inputs can generally be verified and model selection does not involve significant management judgment. Certain OTC derivatives trade in less liquid markets with limited pricing information, and the determination of fair value for these derivatives is inherently more difficult.
For our level 2 and level 3 derivative instruments, we utilize models to measure fair value. Where models are used, the selection of a particular model to value an asset or liability depends upon the contractual terms and specific risks, as well as the availability of pricing information in the market. We generally use similar models to value similar instruments. Valuation models require a variety of inputs, including contractual terms, market prices, yield curves, credit curves and measures of volatility. These models are primarily industry-standard models, including the Black-Scholes option-pricing model. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. In cases where there is no corroborating market information available to support significant model inputs, we initially use the transaction price as the best estimate of fair value.
Our derivative instruments that are traded on the NYMEX or Intercontinental Exchange primarily consist of natural gas swaps, futures and options and are classified as level 1 fair value measurements.
Our derivative instruments that primarily consist of interest rate swaps and OTC power and natural gas forwards for which market-based pricing inputs are observable are classified as level 2 fair value measurements. Generally, we obtain our level 2 pricing inputs from market sources such as the Intercontinental Exchange and Bloomberg.
Our OTC power and natural gas forwards and options where pricing inputs are unobservable, as well as other complex and structured transactions are classified as level 3 fair value measurements. Complex or structured transactions are tailored to our or our customers’ needs and can introduce the need for internally-developed model inputs which might not be observable in or corroborated by the market. When such inputs have a significant impact on the measurement of fair value, the instrument is categorized in level 3. At each balance sheet date, we perform an analysis of all instruments subject to fair value measurement and include in level 3 all of those whose fair value is based on significant unobservable inputs.

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The determination of fair value of our derivatives also includes consideration of our credit standing, the credit standing of our counterparties and the impact of credit enhancements, if any. We assess non-performance risk by adjusting the fair value of our derivatives based on our credit standing or the credit standing of our counterparties involved and the impact of credit enhancements, if any. Such valuation adjustments represent the amount of probable loss due to default either by us or a third party. Our credit valuation methodology is based on a quantitative approach which allocates a credit adjustment to the fair value of derivative transactions based on the net exposure of each counterparty. We develop our credit reserve based on our expectation of the market participants’ perspective of potential credit exposure. Our calculation of the credit reserve on net asset positions is based on available market information including credit default swap rates, credit ratings and historical default information. We also incorporate non-performance risk in net liability positions based on an assessment of our potential risk of default.
Impairments
When we determine that an impairment exists, we determine fair value using valuation techniques such as the present value of expected future cash flows. In order to estimate future cash flows, we consider historical cash flows, existing and future contracts and PPAs and changes in the market environment and other factors that may affect future cash flows. To the extent applicable, the assumptions we use are consistent with forecasts that we are otherwise required to make (for example, in preparing our other earnings forecasts). The use of this method involves inherent uncertainty. We use our best estimates in making these evaluations and consider various factors, including forward price curves for power and fuel costs and forecasted operating costs. However, actual future market prices and project costs could vary from the assumptions used in our estimates, and the impact of such variations could be material.
We also discount the estimated future cash flows associated with the asset using a single interest rate representative of the risk involved with such an investment including contract terms, tenor and credit risk of counterparts. We may also consider prices of similar assets, consult with brokers, or employ other valuation techniques. We use our best estimates in making these evaluations; however, actual future market prices and project costs could vary from the assumptions used in our estimates, and the impact of such variations could be material.
Acquisitions of Assets and Liabilities
U.S. GAAP requires that the purchase price for an acquisition, such as the acquisition of Champion Energy, be assigned and allocated to the individual assets and liabilities based upon their fair value. Generally, the amount recorded in the financial statements for an acquisition is the purchase price (value of the consideration paid), but a purchase price that exceeds the fair value of the assets acquired can result in the recognition of goodwill. In addition to the potential for the recognition of goodwill, differing fair values will impact the allocations of the purchase price to the individual assets and liabilities and can impact the gross amount and classification of assets and liabilities recorded on our Consolidated Balance Sheet and can impact the timing and the amount of depreciation expense recorded in any given period. We utilize our best effort to make our determinations and review all information available including estimated future cash flows and prices of similar assets when making our best estimate. We also may hire independent appraisers to help us make this determination as we deem appropriate under the circumstances.
Accounting for Derivative Instruments
We recognize all derivative instruments that qualify for derivative accounting treatment as either assets or liabilities and measure those instruments at fair value unless they qualify for, and we elect, the normal purchase normal sale exemption. For transactions in which we elect the normal purchase normal sale exemption, gains and losses are not reflected on our Consolidated Statements of Operations until the period of delivery. Revenues and expenses derived from instruments that qualified for hedge accounting or represent an economic hedge are recorded in the same financial statement line item as the item being hedged. Hedge accounting requires us to formally document, designate and assess the effectiveness of transactions that receive hedge accounting. We present the cash flows from our derivatives in the same category as the item being hedged (or economically hedged) within operating activities on our Consolidated Statements of Cash Flows unless they contain an other-than-insignificant financing element in which case their cash flows are classified within financing activities.
Hedge Accounting  — Revenues and expenses derived from derivative instruments that qualify for hedge accounting are recorded in the period and same financial statement line item as the hedged item. Hedge accounting requires us to formally document, designate and assess the effectiveness of transactions that receive hedge accounting. We present the cash flows from hedging derivatives in the same category as the item being hedged within operating activities on our Consolidated Statements of Cash Flows unless they contain an other-than-insignificant financing element in which case their cash flows are classified within financing activities.
Cash Flow Hedges  — We only apply hedge accounting to our interest rate derivative instruments. We report the effective portion of the mark-to-market gain or loss on our interest rate swaps designated and qualifying as a cash flow hedging instrument as a component of OCI and reclassify such gains and losses into earnings in the same period during which the hedged forecasted

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transaction affects earnings. Gains and losses due to ineffectiveness on interest rate hedging instruments are recognized currently in earnings as a component of interest expense. If it is determined that the forecasted transaction is no longer probable of occurring, then hedge accounting will be discontinued prospectively and future changes in fair value are recorded in earnings. If the hedging instrument is terminated or de-designated prior to the occurrence of the hedged forecasted transaction, the net accumulated gain or loss associated with the changes in fair value of the hedge instrument remains deferred in AOCI until such time as the forecasted transaction impacts earnings or until it is determined that the forecasted transaction is probable of not occurring.
Derivatives Not Designated as Hedging Instruments  — We enter into power, natural gas, interest rate, environmental product and fuel oil transactions that primarily act as economic hedges to our asset and interest rate portfolio, but either do not qualify as hedges under the hedge accounting guidelines or qualify under the hedge accounting guidelines and the hedge accounting designation has not been elected. Changes in fair value of commodity derivatives not designated as hedging instruments are recognized currently in earnings and are separately stated on our Consolidated Statements of Operations in mark-to-market gain/loss as a component of operating revenues (for power and Heat Rate swaps and options) and fuel and purchased energy expense (for natural gas, power, environmental product and fuel oil contracts, swaps and options). Changes in fair value of interest rate derivatives not designated as hedging instruments are recognized currently in earnings as interest expense.
See Notes 7 and 8 of the Notes to Consolidated Financial Statements for further discussion of our derivative instruments.
Accounting for VIEs and Financial Statement Consolidation Criteria
We consolidate all VIEs where we determined that we have both the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and the obligation to absorb losses or receive benefits from the VIE. We have determined that we hold the obligation to absorb losses and receive benefits in all of our VIEs where we hold the majority equity interest. Therefore, our determination of whether to consolidate is based upon which variable interest holder has the power to direct the most significant activities of the VIE (the primary beneficiary). Our analysis includes consideration of the following primary activities which we believe to have a significant impact on a power plant’s financial performance: operations and maintenance, plant dispatch, and fuel strategy as well as our ability to control or influence contracting and overall plant strategy. Our approach to determining which entity holds the powers and rights is based on powers held as of the balance sheet date. Contractual terms that may change the powers held in future periods, such as a purchase or sale option, are not considered in our analysis. Based on our analysis, we believe that we hold the power and rights to direct the most significant activities of all our majority owned VIEs.
Under our consolidation policy and under U.S. GAAP we also:
perform an ongoing reassessment each reporting period of whether we are the primary beneficiary of our VIEs; and
evaluate if an entity is a VIE and whether we are the primary beneficiary whenever any changes in facts and circumstances occur such that the holders of the equity investment at risk, as a group, lose the power from voting rights or similar rights of those investments to direct the activities of a VIE that most significantly impact the VIE’s economic performance or when there are other changes in the powers held by individual variable interest holders.
Because we are required to perform ongoing reassessments of whether we are the primary beneficiary, future changes in our assessments of whether we are the primary beneficiary could require us to consolidate our VIEs that are currently not consolidated or deconsolidate our VIEs that are currently consolidated based upon our reassessments in future periods. Making these determinations can require the use of significant judgment to determine which variable interest holder has the power to direct the most significant activities of the VIE (the primary beneficiary) and can directly impact amounts reported on our Consolidated Financial Statements.
Disclosure Requirements
U.S. GAAP requires separate disclosure on the face of our Consolidated Balance Sheets of the significant assets of a consolidated VIE that can be used only to settle obligations of the consolidated VIE and the significant liabilities of a consolidated VIE for which creditors (or beneficial interest holders) do not have recourse to the general credit of the primary beneficiary. In determining which assets of our VIEs meet the separate disclosure criteria, we consider that this separate disclosure requirement is met where Calpine Corporation is substantially limited or prohibited from access to assets (primarily cash and cash equivalents, restricted cash and property, plant and equipment), and where our VIEs had project financing that prohibits the VIE from providing guarantees on the debt of others. In determining which liabilities of our VIEs meet the separate disclosure criteria, we consider that this separate disclosure requirement is met where there are agreements that prohibit the debt holders of the VIEs from recourse to the general credit of Calpine Corporation and where the amounts were material to our financial statements.

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Unconsolidated VIEs
We have a 50% partnership interest in Greenfield LP and in Whitby. Greenfield LP and Whitby are also VIEs; however, we do not have the power to direct the most significant activities of these entities and therefore do not consolidate them. We account for these entities under the equity method of accounting and include our net equity interest in investments in power plants on our Consolidated Balance Sheets. Our equity interest in the net income from Greenfield LP and Whitby for the years ended December 31, 2015 , 2014 and 2013 , are recorded in (income) from unconsolidated investments in power plants.
We hold a call option to purchase the Inland Empire Energy Center (a 775 MW natural gas-fired power plant located in California) from GE that may be exercised between years  2017 and  2024 . GE holds a put option whereby they can require us to purchase the power plant, if certain plant performance criteria are met by 2025 . We determined that we are not the primary beneficiary of the Inland Empire power plant, and we do not consolidate it due to the fact that GE directs the most significant activities of the power plant including operations and maintenance.
Long-Lived Assets and Depreciation Expense
Determination of the appropriate depreciation method, proper useful lives and salvage values involves significant judgment, estimates, assumptions and historical experience. Changes in our estimates and methods can result in a significant impact in the amounts and timing of when we recognize depreciation expense and therefore significantly impact our financial condition and results of operations from period to period. Different depreciation methods can impact the timing and amount of depreciation expense affecting our results of operations and could result in different net book values of assets at a particular time during the useful life of the asset affecting our financial position. Estimates of useful lives also significantly impact the timing and amounts of depreciation expense and include significant estimates. If useful lives are too short, then the asset is depreciated too quickly and depreciation expense is overstated. Estimated useful lives can significantly decrease if routine maintenance or certain upgrades are not performed, premature mechanical failure of the asset occurs, significant increases in the planned level of usage occur, advances in technology make the asset obsolete, or if there are adverse changes in environmental regulations. Our depreciable cost basis of our assets is reduced by the assets’ estimated salvage values. Dependent upon our ability to accurately estimate salvage values and the timing of disposal, the salvage values actually realized for our assets could significantly increase or decrease resulting in additional gains or losses in the year of disposal.
We depreciate our assets under the straight-line method over the shorter of their estimated useful lives or lease term. For our natural gas-fired power plants, we assume an estimated salvage value which approximates 10% of the depreciable cost basis where we own the power plant or have a favorable option to purchase the power plant or take ownership of the power plant at conclusion of the lease term and approximately 0.15% of the depreciable costs basis for rotable equipment. For our Geysers Assets, we typically assume no salvage values. We use the component depreciation method for our natural gas-fired power plant rotable parts and our information technology equipment and the composite depreciation method for most of all of the other natural gas-fired power plant asset groups and Geysers Assets.
Impairment Evaluation of Long-Lived Assets (Including Intangibles and Investments)
We evaluate our long-lived assets, such as property, plant and equipment, equity method investments, turbine equipment and specifically identified intangibles, on an annual basis or when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. Examples of such events or changes in circumstances are:
a significant decrease in the market price of a long-lived asset;
a significant adverse change in the manner an asset is being used or its physical condition;
an adverse action by a regulator or legislature or an adverse change in the business climate;
an accumulation of costs significantly in excess of the amount originally expected for the construction or acquisition of an asset;
a current-period loss combined with a history of losses or the projection of future losses; or
a change in our intent about an asset from an intent to hold to a greater than 50% likelihood that an asset will be sold or disposed of before the end of its previously estimated useful life.
When we believe an impairment condition on long-lived assets such as property, plant and equipment may have occurred, we are required to estimate the undiscounted future cash flows associated with a long-lived asset or group of long-lived assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities for long-lived assets that are expected to be held and used. If we determine that the undiscounted cash flows from an asset or group of assets to be held and used are less than the associated carrying amount, or if we have classified an asset as held for sale, we must estimate fair value to determine the amount of any impairment loss.

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When we believe an impairment condition may exist on specifically identifiable finite-lived intangibles or an investment, we must estimate their fair value to determine the amount of any impairment loss. Significant judgment is required in determining fair value as discussed above in “— Fair Value Measurements.”
All construction and development projects are reviewed for impairment whenever there is an indication of potential reduction in fair value. If it is determined that it is no longer probable that the projects will be completed and all capitalized costs recovered through future operations, the carrying values of the projects would be written down to their fair value. When we determine that our assets meet the assets held-for-sale criteria, they are reported at the lower of the carrying amount or fair value less the cost to sell. We are also required to evaluate our equity method investments to determine whether or not they are impaired when the value is considered an “other than a temporary” decline in value.
See Note 2 of the Notes to Consolidated Financial Statements for further discussion of our impairment evaluation of long-lived assets.
Accounting for Income Taxes
To arrive at our consolidated income tax provision and other tax balances, significant judgment and estimates are required. Although we believe that our estimates are reasonable, no assurance can be given that the final tax outcome of these matters will not be different than that which is reflected in our historical tax provisions and accruals. Such differences could have a material impact on our income tax provision, other tax accounts and net income in the period in which such determination is made.
As of December 31, 2015, our NOL carryforwards consisted primarily of federal NOL carryforwards of approximately $ 6.9 billion , which expire between 2024 and 2033 , and NOL carryforwards in 21 states and the District of Columbia totaling approximately $ 4.1 billion , which expire between 2016 and 2035 , substantially all of which are offset with a full valuation allowance. We also have approximately $ 655 million in foreign NOLs, which expire between 2026 and 2035 , of which a portion is offset with a valuation allowance. The NOL carryforwards available are subject to limitations on their annual usage. Under federal and applicable state income tax laws, a corporation is generally permitted to deduct from taxable income in any year NOLs carried forward from prior years subject to certain time limitations as prescribed by the taxing authorities.
In the ordinary course of business, there are many transactions and calculations where the ultimate tax outcome is uncertain. Some of these uncertainties arise as a consequence of the treatment of capital assets, financing transactions, multistate taxation of operations and segregation of foreign and domestic income and expense to avoid double taxation. We recognize the financial statement effects of a tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. A tax position that meets the more-likely-than-not recognition threshold is measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with a taxing authority. We reverse a previously recognized tax position in the first period in which it is no longer more likely than not that the tax position would be sustained upon examination. The determination and calculation of uncertain tax positions involves significant judgment in the application of complex tax laws. Resolution of these uncertainties in a manner inconsistent with our expectations could have a material impact on our financial condition or results of operations. As of December 31, 2015 , we had $58 million of unrecognized tax benefits from uncertain tax positions.
See Note 10 of the Notes to Consolidated Financial Statements for further discussion of our accounting for income taxes.
New Accounting Standards and Disclosure Requirements
See Note 2 of the Notes to Consolidated Financial Statements for a discussion of new accounting standards and disclosure requirements.
Item 7A.
Quantitative and Qualitative Disclosures about Market Risk
The information required hereunder is set forth under Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Risk Management and Commodity Accounting.”
Item 8.
Financial Statements and Supplementary Data
The information required hereunder is set forth under “Report of Independent Registered Public Accounting Firm,” “Consolidated Statements of Operations,” “Consolidated Statements of Comprehensive Income,” “Consolidated Balance Sheets,” “Consolidated Statements of Stockholders’ Equity,” “Consolidated Statements of Cash Flows,” and “Notes to Consolidated Financial Statements” included in the Consolidated Financial Statements that are a part of this Report. Other financial information and schedules are included in the Consolidated Financial Statements that are a part of this Report.

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Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A.
Controls and Procedures
Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required financial disclosure.
As of the end of the period covered by this Report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rule 13a-15(e) or Rule 15d-15(e) of the Exchange Act. Based upon, and as of the date of, this evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that our disclosure controls and procedures were effective such that the information required to be disclosed in our SEC reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP.
Our internal control over financial reporting includes those policies and procedures that:
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements.
Management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2015. In making its assessment of internal control over financial reporting, management used the criteria described in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on management’s assessment, management has concluded that our internal control over financial reporting was effective as of December 31, 2015 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external reporting purposes in accordance with U.S. GAAP.
In accordance with guidance issued by the SEC, companies are permitted to exclude acquisitions from their final assessment of internal control over financial reporting for the first fiscal year in which the acquisition occurred. On October 1, 2015 and as further discussed in Note 3 of the Notes to Consolidated Financial Statements, we completed the acquisition of Champion Energy which represented approximately 4% of total assets and 4% of revenues of our related consolidated financial statement amounts as of and for the year ended December 31, 2015. We have elected to exclude Champion Energy’s operations from our assessment of internal control over financial reporting as of December 31, 2015.
The effectiveness of our internal control over financial reporting as of December 31, 2015, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.
Changes in Internal Control Over Financial Reporting
During the fourth quarter of 2015, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Item 9B.
Other Information
On February 8, 2016, we amended our Corporate Revolving Facility (the “Amendment”), extending the maturity by two years to June 27, 2020, and increasing the capacity by an additional $178 million to $1,678 million through June 27, 2018, reverting back to $1,520 million through the maturity date. Further, we increased the letter of credit sublimit by $250 million to $1.0 billion and extended the maturity by two years to June 27, 2020.
This description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed herewith as Exhibit 10.1.19.

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PART III

Item 10.
Directors, Executive Officers and Corporate Governance
Identification of Executive Officers
Set forth in the table below is a list of our executive officers, together with certain biographical information, including their ages as of the date of this Report:

Name
 
Age
 
Position
Jack A. Fusco
 
53

 
Executive Chairman
John B. (Thad) Hill III
 
48

 
President and Chief Executive Officer
Zamir Rauf
 
56

 
Executive Vice President and Chief Financial Officer
W. Thaddeus Miller
 
65

 
Executive Vice President, Chief Legal Officer and Secretary
W.G. (Trey) Griggs, III
 
45

 
Executive Vice President and Chief Commercial Officer
Tom Webb
 
61

 
Executive Vice President, Power Operations
Jeff Koshkin
 
41

 
Senior Vice President and Chief Accounting Officer
Jack A. Fusco has served as Executive Chairman since May 14, 2014 and as a member of our Board of Directors since August 10, 2008. He previously served as our Chief Executive Officer from August 2008 to May 14, 2014 and President from August 2008 to December 2012. From July 2004 to February 2006, Mr. Fusco served as the Chairman and Chief Executive Officer of Texas Genco LLC. From 2002 through July 2004, Mr. Fusco was an exclusive energy investment advisor for Texas Pacific Group. From November 1998 until February 2002, he served as President and Chief Executive Officer of Orion Power Holdings, Inc. Prior to his founding of Orion Power Holdings, Inc., Mr. Fusco was a Vice President at Goldman Sachs Power, an affiliate of Goldman, Sachs & Co. Prior to joining Goldman Sachs, Mr. Fusco was employed by Pacific Gas & Electric Company or its affiliates in various engineering and management roles for approximately 13 years. Mr. Fusco obtained a Bachelor of Science degree in Mechanical Engineering from California State University, Sacramento.
John B. (Thad) Hill III has served as our President and Chief Executive Officer and as a member of our Board of Directors since May 14, 2014. He previously served as our President and Chief Operating Officer from December 2012, as our Executive Vice President and Chief Operating Officer from November 2010 to December 2012 and as our Executive Vice President and Chief Commercial Officer from September 2008 to November 2010. Prior to joining the Company, Mr. Hill served as Executive Vice President of NRG Energy, Inc. from February 2006 to September 2008 and President of NRG Texas LLC from December 2006 to September 2008. Prior to joining NRG Energy, Inc., Mr. Hill was Executive Vice President of Strategy and Business Development at Texas Genco LLC from 2005 to 2006. From 1995 to 2005, Mr. Hill was with Boston Consulting Group, Inc., where he rose to Partner and Managing Director and led the North American energy practice, serving companies in the power and natural gas sectors with a focus on commercial and strategic issues. Mr. Hill received his Bachelor of Arts degree from Vanderbilt University and a Master of Business Administration degree from the Amos Tuck School of Dartmouth College.
Zamir Rauf has served as our Executive Vice President and Chief Financial Officer since December 17, 2008, after serving as Interim Chief Financial Officer from June 4, 2008. Previously, he served as our Senior Vice President, Finance and Treasurer from September 2007 until his appointment as Interim Chief Financial Officer. Since joining the Company in February 2000, Mr. Rauf has served as Manager, Finance from February 2000 to April 2001, Director, Finance from April 2001 to December 2002, Vice President, Finance from December 2002 to July 2005 and Senior Vice President, Finance from July 2005 to September 2007. Prior to joining the Company, Mr. Rauf held various accounting and finance roles with Enron North America and Dynegy Inc., as well as credit and lending roles with Comerica Bank. Mr. Rauf earned his Bachelor of Arts degree in Business and Commerce and Masters in Business Administration – Finance degree from the University of Houston.
W. Thaddeus Miller has served as our Executive Vice President, Chief Legal Officer and Secretary since August 12, 2008. Prior to joining the Company, Mr. Miller served as Executive Vice President and Chief Legal Officer of Texas Genco LLC from December 2004 until February 2006. From 2002 to 2004, Mr. Miller was a consultant to Texas Pacific Group, a private equity firm. From 1999 to 2002, he served as Executive Vice President and Chief Legal Officer of Orion Power Holdings, Inc., an independent power producer. From 1994 to 1999, Mr. Miller was a Vice President of Goldman Sachs & Co., where he focused on wholesale electric and other energy commodity trading. Before joining Goldman Sachs & Co., Mr. Miller was a partner in a New York law firm. Mr. Miller earned his Bachelor of Science degree from the U.S. Merchant Marine Academy and his Juris Doctor degree from St. John’s School of Law. In addition, Mr. Miller was an officer in the U.S. Coast Guard from 1973 through 1976.

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W.G. (Trey) Griggs, III joined Calpine in June 2015 as its Executive Vice President and Chief Commercial Officer. In this role, he leads Calpine’s trading, origination, development and commercial analytics groups. Previously Mr. Griggs was a Managing Director at Goldman Sachs & Co., leading its North American Energy Risk Management Franchise activities and its Houston Trading Office beginning in 2011. Prior to that, he served in various roles with Goldman Sachs’ commodities group in New York. From 1995-2000, he was an attorney at law firms in Houston and Greenville, S.C. Mr. Griggs holds an MBA from the Wharton School of the University of Pennsylvania, a Juris Doctorate from University of Houston School of Law, and a Bachelor of Arts degree from Vanderbilt University.
Tom Webb was named Interim Executive Vice President, Power Operations, in August 2015. Previously, he served as Interim Senior Vice President, Power Operations at Calpine from 2009 to 2010. From 2002 to 2008, Mr. Webb served as a power industry consultant, specializing in power production. He was Executive Vice President, Operations and Assets for Texas Genco from 2004 to 2006 and Senior Vice President, Orion Power Holdings from 1998 to 2002. Prior to that, he held a variety of management positions with Pacific Gas and Electric mostly related to power plant operations management. Mr. Webb earned a Bachelor of Science degree in Mechanical Engineering from California Polytechnic State University and a Master of Business Administration degree from Saint Mary’s College. He is also a Registered Professional Engineer in California.
Jeff Koshkin has served as Calpine’s Senior Vice President and Chief Accounting Officer since August 1, 2015. He joined Calpine in December 2008 and has served in a number of leadership roles including the Controller of Commercial Operations and Controller of Corporate and Plant Accounting, as well as in interim roles heading Financial Planning and Analysis and as Chief Risk Officer. Prior to Calpine, Mr. Koshkin was a Senior Manager in the Regulatory and Capital Markets practice for Deloitte and Touche, LLP. He holds a master’s degree in Professional Accounting from the University of Texas at Austin. Mr. Koshkin is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants and the Texas Society of Certified Public Accountants.
The remaining information required by this Item is incorporated herein by reference to the sections entitled “Board Meetings and Board Committee Information — Committees and Committee Charters” and “ — Audit Committee,” “Proposal 1 — Election of Directors,” “Section 16(a) Beneficial Ownership Reporting Compliance,” and “Corporate Governance Matters — Code of Conduct and Ethics” in our proxy statement for the 2016 annual meeting of stockholders to be held on May 11, 2016 (the “Proxy Statement”).

Item 11.
Executive Compensation
Information required by this Item is incorporated herein by reference to the sections entitled “Compensation Discussion and Analysis,” “Executive Compensation,” “Director Compensation” and “Board Meeting and Board Committee Information — Compensation Committee Interlocks and Insider Participation” in the Proxy Statement.

Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information required by this Item is incorporated herein by reference to the sections entitled “Executive Compensation — Securities Authorized for Issuance Under Equity Compensation Plans” and “Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters” in the Proxy Statement.

Item 13.
Certain Relationships and Related Transactions, and Director Independence
Information required by this Item is incorporated herein by reference to the sections entitled “Certain Relationships and Related Transactions,” “Corporate Governance Matters — Director Independence” and “Corporate Governance Matters — Business Relationships and Related Party Transactions Policy” in the Proxy Statement.

Item 14.
Principal Accounting Fees and Services
Information required by this Item is incorporated herein by reference to the sections entitled “Proposal 2 — To Ratify the Selection of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for the Year Ending December 31, 2016” in the Proxy Statement.


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PART IV

Item 15.
Exhibits, Financial Statement Schedule

 
Page
(a)-1. Financial Statements and Other Information
 
Calpine Corporation and Subsidiaries
 
(a)-2. Financial Statement Schedule
 
Calpine Corporation and Subsidiaries
 
(b) Exhibits
 

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Exhibit
Number
 
Description
2.1
 
Debtors’ Sixth Amended Joint Plan of Reorganization Pursuant to Chapter 11 of the United States Bankruptcy Code (incorporated by reference to Exhibit 2.1 to Calpine’s Current Report on Form 8-K, filed with the SEC on December 27, 2007).
 
 
2.2
 
Findings of Fact, Conclusions of Law, and Order Confirming Sixth Amended Joint Plan of Reorganization Pursuant to Chapter 11 of the U.S. Bankruptcy Code (incorporated by reference to Exhibit 2.2 to Calpine’s Current Report on Form 8-K, filed with the SEC on December 27, 2007).
 
 
2.3
 
Purchase and Sale Agreement by and between Riverside Energy Center, LLC and Calpine Development Holdings, Inc., as Sellers and Public Service Company of Colorado, as Purchaser dated as of April 2, 2010 (incorporated by reference to Exhibit 10.1 to Calpine’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, filed with the SEC on July 30, 2010).** , ††
 
 
2.4
 
Purchase Agreement by and among Pepco Holdings, Inc., Conectiv, LLC, Conectiv Energy Holding Company, LLC and New Development Holdings, LLC dated as of April 20, 2010 (incorporated by reference to Exhibit 10.1 to Calpine’s Current Report on Form 8-K, filed with the SEC on July 8, 2010).**
 
 
2.5
 
Purchase and Sale Agreement, dated April 17, 2014, among Calpine Corporation, Calpine Project Holdings, Inc., Calgen Expansion Company, LLC and NatGen Southeast Power LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 8, 2014).
 
 
 
3.1
 
Amended and Restated Certificate of Incorporation of the Company, as amended (incorporated by reference to Exhibit 3.1 to Calpine’s Current Report on Form 8-K, filed with the SEC on February 1, 2008).
 
 
3.2
 
Amended and Restated Bylaws of the Company (as amended through May 13, 2015) (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 13, 2015).
 
 
 
4.1
 
Indenture, dated January 14, 2011, among Calpine Corporation, the guarantors party thereto and Wilmington Trust Company, as trustee, including the form of the 7.875% senior secured notes due 2023 (incorporated by reference to Exhibit 4.1 to Calpine’s Current Report on Form 8-K, filed with the SEC on January 14 , 2011).
 
 
4.2
 
Registration Rights Agreement, dated January 31, 2008, among the Company and each Participating Shareholder named therein (incorporated by reference to Exhibit 10.1 to Calpine’s Current Report on Form 8-K, filed with the SEC on February 6, 2008).
 
 
 
4.3
 
First Supplemental Indenture dated as of April 26, 2011, among each of New Development Holdings, LLC, Calpine Mid-Atlantic Energy, LLC, Calpine Mid-Atlantic Operating, LLC, Calpine Bethlehem, LLC, Calpine New Jersey Generation, LLC, Calpine Mid-Atlantic Generation, LLC, Calpine Solar, LLC, Calpine Vineland Solar, LLC and Calpine Mid-Atlantic Marketing, LLC and Wilmington Trust Company, as trustee under the indenture, dated as of January 14, 2011, providing for the issuance of 7.875% senior secured notes due 2023 (incorporated by reference to Exhibit 4.6 to Calpine’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, filed with the SEC on April 29, 2011).
 
 
 
4.4
 
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, Metcalf Holdings, LLC and Wilmington Trust Company, as trustee under the indenture, dated as of January 14, 2011, providing for the issuance of 7.875% senior secured notes due 2023 (incorporated by reference to Exhibit 4.5 to Calpine’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, filed with the SEC on July 29, 2011).
 
 
 
4.5
 
Third Supplemental Indenture dated as of August 20, 2012, among each of Calpine Energy Services GP, LLC and Calpine Energy Services LP, LLC and Wilmington Trust Company, as trustee under the indenture, dated as of January 14, 2011, providing for the issuance of 7.875% senior secured notes due 2023 (incorporated by reference to Exhibit 4.5 to Calpine’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, filed with the SEC on November 6, 2012).
 
 
 

92



Exhibit
Number
 
Description
4.6
 
Fourth Supplemental Indenture dated as of November 26, 2012, among each of South Point Holdings, LLC, South Point Energy Center, LLC, Broad River Energy LLC, South Point OL-1, LLC, South Point OL-2, LLC, South Point OL-3, LLC, South Point OL-4, LLC, Broad River OL-1, LLC, Broad River OL-2, LLC, Broad River OL-3, LLC and Broad River OL-4, LLC and Wilmington Trust Company, as trustee under the indenture, dated as of January 14, 2011, providing for the issuance of 7.875% senior secured notes due 2023 (incorporated by reference to Exhibit 4.28 to Calpine’s Annual Report on Form 10-K for the year ended December 31, 2012, filed with the SEC on February 13, 2013).
 
 
 
4.7
 
Indenture dated as of October 31, 2013, for the senior secured notes due 2022 among each of Calpine Corporation, the guarantors party thereto and Wilmington Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Calpine’s Current Report on Form 8-K, filed with the SEC on October 31, 2013).
 
 
 
4.8
 
Indenture dated as of October 31, 2013, for the senior secured notes due 2024 among each of Calpine Corporation, the guarantors party thereto and Wilmington Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to Calpine’s Current Report on Form 8-K, filed with the SEC on October 31, 2013).
 
 
 
4.9
 
Indenture, dated July 8, 2014, between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”) (incorporated by reference to Exhibit 4.1 to the Company’s Form S-3ASR filed with the SEC on July 8, 2014).
 
 
 
4.10
 
First Supplemental Indenture, dated as of July 22, 2014, between the Company and the Trustee, governing the 2023 Notes (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed with the SEC on July 22, 2014).
 
 
 
4.11
 
Second Supplemental Indenture, dated as of July 22, 2014, between the Company and the Trustee, governing the 2025 Notes (incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed with the SEC on July 22, 2014).
 
 
 
4.12
 
Form of 2023 Note (incorporated by reference to Exhibit 4.6 to the Company’s Current Report on Form 8-K filed with the SEC on July 22, 2014).
 
 
 
4.13
 
Form of 2025 Note (incorporated by reference to Exhibit 4.7 to the Company’s Current Report on Form 8-K filed with the SEC on July 22, 2014).
 
 
 
4.14
 
Third Supplemental Indenture, dated as of February 3, 2015, between the Company and the Trustee, governing
the 2024 Notes (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 3, 2015).
 
 
 
4.15
 
Form of 2024 Note (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the SEC on February 3, 2015).
 
 
 
10.1
 
Financing Agreements.
 
 
10.1.1
 
Credit Agreement, dated as of December 10, 2010, among Calpine Corporation, Goldman Sachs Bank USA, as administrative agent, Goldman Sachs Credit Partners L.P., as collateral agent, the lenders party thereto and other parties thereto (incorporated by reference to Exhibit 10.1 to Calpine’s Current Report on Form 8-K, filed with the SEC on December 13, 2010).
 
 
 
10.1.2
 
Credit Agreement, dated March 9, 2011 among Calpine Corporation as borrower and the lenders party thereto, and Morgan Stanley Senior Funding, Inc., as administrative agent, Goldman Sachs Credit Partners L.P., as collateral agent, Citibank, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc., as co-documentation agents and Goldman Sachs Bank USA as syndication agent (incorporated by reference to Exhibit 10.1 to Calpine’s Current Report on Form 8-K filed with the SEC on March 10, 2011).
 
 
 
10.1.3
 
Amended and Restated Guarantee and Collateral Agreement, dated as of December 10, 2010, made by the Company and certain of the Company's subsidiaries party thereto in favor of Goldman Sachs Credit Partners, L.P., as collateral agent (incorporated by reference to Exhibit 10.1 to Calpine’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, filed with the SEC on July 29, 2011).
 
 
 
10.1.4
 
Credit Agreement, dated October 9, 2012 among Calpine Corporation as borrower and the lenders party thereto, and Morgan Stanley Senior Funding, Inc., as administrative agent, Goldman Sachs Credit Partners L.P., as collateral agent, Barclays Bank PLC, Deutsche Bank Securities Inc., and RBC Capital Markets, as co-documentation agents (incorporated by reference to Exhibit 10.1 to Calpine’s Current Report on Form 8-K, filed with the SEC on October 10, 2012).
 
 
 

93



Exhibit
Number
 
Description
10.1.5
 
Amendment to the Credit Agreement, dated February 15, 2013 among Calpine Corporation as borrower and the lenders party thereto, and Morgan Stanley Senior Funding, Inc., as administrative agent, Goldman Sachs Credit Partners L.P., as collateral agent, Citibank, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc., as co-documentation agents and Goldman Sachs Bank USA as syndication agent (incorporated by reference to Exhibit 10.9 to Calpine’s 10-Q for the quarter ended March 31, 2013, filed with the SEC on May 2, 2013).
 
 
 
10.1.6
 
Amendment to the Credit Agreement, dated February 15, 2013 among Calpine Corporation as borrower and the lenders party thereto, and Morgan Stanley Senior Funding, Inc., as administrative agent, Goldman Sachs Credit Partners L.P., as collateral agent, Barclays Bank PLC, Deutsche Bank Securities Inc., and RBC Capital Markets, as co-documentation agents (incorporated by reference to Exhibit 10.10 to Calpine’s 10-Q for the quarter ended March 31, 2013, filed with the SEC on May 2, 2013).
 
 
 
10.1.7
 
Credit Agreement, dated May 3, 2013 among Calpine Construction Finance Company as borrower and the lenders party thereto, and Goldman Sachs Lending Partners, LLC (“GSLP”) as administrative agent and as collateral agent, CoBank ACB, ING Capital LLC., Royal Bank of Canada, and The Royal Bank of Scotland PLC as co-documentation agents, GSLP, Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce Fenner and Smith Incorporated and Union Bank, N.A., as joint lead arrangers, joint bookrunners and co-syndication agents, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 3, 2013).
 
 
 
10.1.8
 
Amendment No. 1 to the December 10, 2010 Credit Agreement, dated as of June 27, 2013, among Calpine Corporation, as borrower, Goldman Sachs Bank USA, as administrative agent, Goldman Sachs Credit Partners L.P., as collateral agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on July 1, 2013).
 
 
 
10.1.9
 
Amendment to the Credit Agreement, dated February 20, 2014, among Calpine Construction Finance Company, L.P. as borrower and the lenders party thereto, and Goldman Sachs Lending Partners, LLC (“GSLP”) as administrative agent and as collateral agent, CoBank ACB, ING Capital LLC., Royal Bank of Canada, and The Royal Bank of Scotland PLC as co-documentation agents, GSLP, Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce Fenner and Smith Incorporated and Union Bank, N.A., as joint lead arrangers, joint bookrunners and co-syndication agents, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Calpine’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed with the SEC on May 1, 2014).
 
 
 
10.1.10
 
Incremental Term B-2 Loan Commitment Supplement to the Credit Agreement, dated February 26, 2014, among Calpine Construction Finance Company, L.P. as borrower and the lenders party thereto, and Goldman Sachs Lending Partners, LLC as administrative agent and as collateral agent under the Credit Agreement, dated as of May 3, 2013 and as amended on February 20, 2014 (incorporated by reference to Exhibit 10.2 to the Calpine’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed with the SEC on May 1, 2014).
 
 
 
10.1.11
 
Calpine Guarantee, dated April 17, 2014 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 8, 2014).
 
 
 
10.1.12
 
LS Power Equity Partners Guarantee, dated April 17, 2014 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 8, 2014).
 
 
 
10.1.13
 
Confidentiality and Non-Disclosure Agreement, dated February 19, 2014 (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 8, 2014).
 
 
 
10.1.14
 
Amendment to Confidentiality and Non-disclosure Agreement, dated April 17, 2014 (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 8, 2014).
 
 
 
10.1.15
 
Amendment No. 2 to the Credit Agreement, dated as of July 30, 2014, among Calpine Corporation, as borrower, Goldman Sachs Bank USA, as administrative agent, Goldman Sachs Credit Partners L.P., as collateral agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 31, 2014).
 
 
 
10.1.16
 
Share Repurchase Agreement, dated July 8, 2014, by and between Calpine Corporation and LSP Cal Holdings I, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 10, 2014).
 
 
 

94



Exhibit
Number
 
Description
10.1.17
 
Credit Agreement, dated as of May 28, 2015 among Calpine Corporation, as borrower, the lenders party thereto, Morgan Stanley Senior Funding, Inc., as administrative agent, Goldman Sachs Credit Partners L.P., as collateral agent, and Goldman Sachs Bank USA, MUFG Union Bank, N.A., Barclays Bank Plc and Royal Bank of Canada, as co-documentation agents (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 28, 2015).
 
 
 
10.1.18
 
Credit Agreement, dated December 15, 2015 among Calpine Corporation, as borrower, the lenders party thereto, Morgan Stanley Senior Funding, Inc., as administrative agent, and Goldman Sachs Credit Partners L.P., as collateral agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 18, 2015).
10.1.19
 
Amendment No. 3 to the Credit Agreement, dated as of February 8, 2016, among Calpine Corporation, as borrower, the guarantors party thereto, Goldman Sachs Bank USA, as administrative agent, Goldman Sachs Credit Partners L.P., as collateral agent, The Bank of Tokyo-Mitsubishi UFJ Ltd, as successor administrative agent, MUFG Union Bank, N.A., as successor collateral agent, and the lenders party thereto.*
 
 
 
10.2
 
Management Contracts or Compensatory Plans, Contracts or Arrangements.
 
 
 
10.2.1.1
 
Employment Agreement, dated August 10, 2008, between the Company and Jack A. Fusco (incorporated by reference to Exhibit 10.1 to Calpine’s Current Report on Form 8-K, filed with the SEC on August 12, 2008).†
 
 
 
10.2.1.2
 
Calpine Corporation Executive Sign On Non-Qualified Stock Option Agreement (Jack A. Fusco) (incorporated by reference to Exhibit 10.2 to Calpine’s Current Report on Form 8-K, filed with the SEC on August 12, 2008).†
 
 
10.2.1.3
 
Non-Qualified Stock Option Agreement between the Company and Jack Fusco, dated August 11, 2010 (incorporated by reference to Exhibit 10.1 to Calpine’s Current Report on Form 8-K, filed with the SEC on August 17, 2010).†
 
 
10.2.1.4
 
Amendment to the Executive Employment Agreement between the Company and Jack A. Fusco, dated December 21, 2012 (incorporated by reference to Exhibit 10.1 to Calpine’s Current Report on Form 8-K, filed with the SEC on December 26, 2012).†
 
 
 
10.2.1.5
 
Restricted Stock Award Agreement between the Company and Jack A. Fusco, dated December 21, 2012 (incorporated by reference to Exhibit 10.2 to Calpine’s Current Report on Form 8-K, filed with the SEC on December 26, 2012).†
 
 
 
10.2.1.6
 
Amended and Restated Executive Employment Agreement between the Company and Jack A. Fusco, dated December 18, 2015 (incorporated by reference to Exhibit 10.2 to Calpine’s Current Report on Form 8-K, filed with the SEC on December 18, 2015).†
 
 
 
10.2.2
 
Letter Agreement, dated December 17, 2008, between the Company and Zamir Rauf (incorporated by reference to Exhibit 10.1 to Calpine’s Current Report on Form 8-K, filed with the SEC on December 19, 2008).†
 
 
10.2.3.1
 
Letter Agreement, dated September 1, 2008, between the Company and John B. (Thad) Hill (incorporated by reference to Exhibit 10.1 to Calpine’s Current Report on Form 8-K, filed with the SEC on September 4, 2008).†
 
 
10.2.3.2
 
Calpine Corporation Executive Sign On Non-Qualified Stock Option Agreement (John B. (Thad) Hill) (incorporated by reference to Exhibit 10.2 to Calpine’s Current Report on Form 8-K, filed with the SEC on September 4, 2008).†
 
 
10.2.3.3
 
Non-Qualified Stock Option Agreement between the Company and John B. (Thad) Hill, dated August 11, 2010 (incorporated by reference to Exhibit 10.2 to Calpine’s Current Report on Form 8-K, filed with the SEC on August 17, 2010).†
 
 
 
10.2.3.4
 
Non-Qualified Stock Option Agreement between the Company and John B. (Thad) Hill, dated November 3, 2010 (incorporated by reference to Exhibit 10.1 to Calpine’s Current Report on Form 8-K, filed with the SEC on November 8, 2010).†
 
 
 
10.2.3.5
 
Amendment to the Letter Agreement between the Company and John B. (Thad) Hill, dated December 21, 2012 (incorporated by reference to Exhibit 10.3 to Calpine’s Current Report on Form 8-K, filed with the SEC on December 26, 2012).†
 
 
 

95



Exhibit
Number
 
Description
10.2.3.6
 
Restricted Stock Award Agreement between the Company and John B. (Thad) Hill, dated December 21, 2012 (incorporated by reference to Exhibit 10.4 to Calpine’s Current Report on Form 8-K, filed with the SEC on December 26, 2012).†
 
 
 
10.2.3.7
 
Employment Agreement, dated November 6, 2013, between the Company and John B. (Thad) Hill (incorporated by reference to Exhibit 10.2.3.7 to Calpine’s Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC on February 13, 2014).†
 
 
 
10.2.3.8
 
Restricted Stock Agreement Pursuant to the Amended and Restated 2008 Equity Incentive Plan, dated May 13, 2014 among John B. (Thad) Hill and Calpine Corporation (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 15, 2014).†
 
 
 
10.2.4.1
 
Employment Agreement, dated August 11, 2008, between the Company and W. Thaddeus Miller (incorporated by reference to Exhibit 10.2.7 to Calpine’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, filed with the SEC on November 7, 2008).†
 
 
10.2.4.2
 
Calpine Corporation Executive Sign On Non-Qualified Stock Option Agreement (Thaddeus Miller) (incorporated by reference to Exhibit 4.4 to Calpine’s Registration Statement on Form S-8 (Registration No. 333-153860) filed with the SEC on October 6, 2008).†
 
 
 
10.2.4.3
 
Non-Qualified Stock Option Agreement between the Company and W. Thaddeus Miller, dated August 11, 2010 (incorporated by reference to Exhibit 10.3 to Calpine’s Current Report on Form 8-K, filed with the SEC on August 17, 2010).†
 
 
 
10.2.4.4
 
Amendment to the Executive Employment Agreement between the Company and W. Thaddeus Miller, dated December 21, 2012 (incorporated by reference to Exhibit 10.5 to Calpine’s Current Report on Form 8-K, filed with the SEC on December 26, 2012).†
 
 
 
10.2.4.5
 
Restricted Stock Award Agreement between the Company and W. Thaddeus Miller, dated December 21, 2012 (incorporated by reference to Exhibit 10.6 to Calpine’s Current Report on Form 8-K filed, with the SEC on December 26, 2012).†
 
 
 
10.2.4.6
 
Amended and Restated Executive Employment Agreement between the Company and W. Thaddeus Miller, dated December 18, 2015 (incorporated by reference to Exhibit 10.3 to Calpine’s Current Report on Form 8-K, filed with the SEC on December 18, 2015).†
 
 
 
10.2.5
 
Calpine Corporation U.S. Severance Program (incorporated by reference to Exhibit 10.2.5 to Calpine’s Annual Report on Form 10-K for the year ended December 31, 2009, filed with the SEC on February 25, 2010).†
 
 
10.2.6
 
Calpine Corporation 2010 Calpine Incentive Plan (incorporated by reference to Exhibit 10.6 to Calpine’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, filed with the SEC on July 30, 2010).†
 
 
10.2.7
 
Calpine Corporation 2009 Calpine Incentive Plan (incorporated by reference to Exhibit 10.2 to Calpine’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, filed with the SEC on May 8, 2009).†
 
 
 
10.2.7.1
 
The Amended and Restated Calpine Corporation 2008 Equity Incentive Plan, dated February 26, 2014 (incorporated by reference to Exhibit 10.3 to Calpine’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed with the SEC on May 1, 2014). †
 
 
 
10.2.7.2
 
Form of Non-Qualified Stock Option Agreement (Pursuant to the 2008 Equity Incentive Plan) (incorporated by reference to Exhibit 10.4.3 to Calpine’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, filed with the SEC on May 12, 2008).†
 
 
 
10.2.7.3
 
Form of Restricted Stock Agreement (Pursuant to the 2008 Equity Incentive Plan) (incorporated by reference to Exhibit 10.4.4 to Calpine’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, filed with the SEC on May 12, 2008).†
 
 
10.2.8
 
The Amended and Restated Calpine Corporation 2008 Director Incentive Plan (incorporated by reference to Annex A to Calpine’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 5, 2010).†
 
 
 
10.2.9
 
Calpine Corporation Amended and Restated Change in Control and Severance Benefits Plan (incorporated by reference to Exhibit 10.1 to Calpine’s Current Report on Form 8-K, filed with the SEC on November 8, 2013).†
 
 
 

96



Exhibit
Number
 
Description
10.2.10
 
Amendment to the Executive Employment Agreement between the Company and Jack A. Fusco, dated February 28, 2013 (incorporated by reference to Exhibit 10.1 to Calpine’s Current Report on Form 8-K, filed with the SEC on March 4, 2013).†
 
 
 
10.2.11
 
Amendment to the Executive Employment Agreement between the Company and W. Thaddeus Miller, dated February 28, 2013 (incorporated by reference to Exhibit 10.2 to Calpine’s Current Report on Form 8-K, filed with the SEC on March 4, 2013).†
 
 
 
10.2.12
 
Form of Restricted Stock Award Agreement between the Company and Jack A. Fusco and W. Thaddeus Miller, dated February 28, 2013 (incorporated by reference to Exhibit 10.3 to Calpine’s Current Report on Form 8-K, filed with the SEC on March 4, 2013).†
 
 
 
10.2.13
 
Form of Restricted Stock Award Agreement between the Company and John B. (Thad) Hill and Zamir Rauf, dated February 28, 2013 (incorporated by reference to Exhibit 10.4 to Calpine’s Current Report on Form 8-K, filed with the SEC on March 4, 2013).†
 
 
 
10.2.14
 
Form of Performance Share Unit Award Agreement between the Company and Jack A. Fusco and W. Thaddeus Miller, dated February 28, 2013 (incorporated by reference to Exhibit 10.5 to Calpine’s Current Report on Form 8-K, filed with the SEC on March 4, 2013). †
 
 
 
10.2.15
 
Form of Performance Share Unit Award Agreement between the Company and John B. (Thad) Hill and Zamir Rauf, dated February 28, 2013 (incorporated by reference to Exhibit 10.6 to Calpine’s Current Report on Form 8-K, filed with the SEC on March 4, 2013).†
 
 
 
10.2.16
 
Amended and Restated Restricted Stock Award Agreement between the Company and Jack A. Fusco, dated February 28, 2013 (incorporated by reference to Exhibit 10.7 to Calpine’s 10-Q for the quarter ended March 31, 2013, filed with the SEC on May 2, 2013).†
 
 
 
10.2.17
 
Amended and Restated Restricted Stock Award Agreement between the Company and W. Thaddeus Miller, dated February 28, 2013 (incorporated by reference to Exhibit 10.8 to Calpine’s 10-Q for the quarter ended March 31, 2013, filed with the SEC on May 2, 2013).†
 
 
 
10.2.18
 
Amended and Restated Calpine Corporation Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to Calpine’s Current Report on Form 8-K, filed with the SEC on May 10, 2013).†
 
 
 
10.2.19
 
Form of Restricted Stock Award Agreement between the Company and Jack A. Fusco and W. Thaddeus Miller (Pursuant to the Amended and Restated Calpine Corporation 2008 Equity Incentive Plan, dated February 26, 2014)(incorporated by reference to Exhibit 10.4 to the Calpine’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed with the SEC on May 1, 2014). †
 
 
 
10.2.20
 
Form of Restricted Stock Award Agreement between the Company and John B. (Thad) Hill and Zamir Rauf (Pursuant to the Amended and Restated Calpine Corporation 2008 Equity Incentive Plan, dated February 26, 2014) (incorporated by reference to Exhibit 10.5 to the Calpine’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed with the SEC on May 1, 2014). †
 
 
 
10.2.21
 
Form of Performance Share Unit Award Agreement between the Company and Jack A. Fusco and W. Thaddeus Miller (Pursuant to the Amended and Restated Calpine Corporation 2008 Equity Incentive Plan, dated February 26, 2014) (incorporated by reference to Exhibit 10.6 to the Calpine’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed with the SEC on May 1, 2014). †
 
 
 
10.2.22
 
Form of Performance Share Unit Award Agreement between the Company and John B. (Thad) Hill and Zamir Rauf (Pursuant to the Amended and Restated Calpine Corporation 2008 Equity Incentive Plan, dated February 26, 2014) (incorporated by reference to Exhibit 10.7 to the Calpine’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed with the SEC on May 1, 2014). †
 
 
 
10.2.23
 
Separation Agreement between the Company and John Adams, dated August 4, 2015 (incorporated by reference to Exhibit 10.1 to the Calpine’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, filed with the SEC on October 30, 2015).
 
 
 
10.2.24
 
Amended and Restated Executive Employment Agreement between the Company and Jack A. Fusco, dated December 18, 2015 (incorporated by reference to Exhibit 10.2 to Calpine’s Current Report on Form 8-K, filed with the SEC on December 18, 2015).†
 
 
 

97



Exhibit
Number
 
Description
10.2.25
 
Amended and Restated Executive Employment Agreement between the Company and W. Thaddeus Miller, dated December 18, 2015 (incorporated by reference to Exhibit 10.3 to Calpine’s Current Report on Form 8-K, filed with the SEC on December 18, 2015).†
 
 
 
12.1
 
Computation of ratio of earnings to fixed charges.*
 
 
 
18.1
 
Letter of preferability regarding change in accounting principle from PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm (incorporated by reference to Exhibit 18.1 to Calpine’s Annual Report on Form 10-K for the year ended December 31, 2009, filed with the SEC on February 25, 2010).
 
 
 
21.1
 
Subsidiaries of the Company.*
 
 
 
23.1
 
Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.*
 
 
24.1
 
Power of Attorney of Officers and Directors of Calpine Corporation (set forth on the signature pages of this Form 10-K).*
 
 
 
31.1
 
Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
 
 
 
31.2
 
Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
 
 
 
32.1
 
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.‡
 
 
101.INS
 
XBRL Instance Document.*
 
 
 
101.SCH
 
XBRL Taxonomy Extension Schema.*
 
 
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase.*
 
 
 
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase.*
 
 
101.LAB
 
XBRL Taxonomy Extension Label Linkbase.*
 
 
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase.*
_______________
*
Filed herewith.

Furnished herewith.

Management contract or compensatory plan, contract or arrangement.

**
Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. Calpine will furnish supplementally a copy of any omitted schedule to the SEC upon request.

††
Portions of this exhibit have been omitted pursuant to a request for confidential treatment under Rule 24b-2 under the Securities Exchange Act of 1934.

98



SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
 
CALPINE CORPORATION
 
 
By:
 
/s/ ZAMIR RAUF
 
 
Zamir Rauf
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
Date: February 11, 2016

99



POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENT: That the undersigned officers and directors of Calpine Corporation do hereby constitute and appoint W. Thaddeus Miller the lawful attorney and agent with power and authority to do any and all acts and things and to execute any and all instruments which said attorney and agent determines may be necessary or advisable or required to enable Calpine Corporation to comply with the Securities and Exchange Act of 1934, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Report. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Report or amendments or supplements thereto, and each of the undersigned hereby ratifies and confirms all that said attorneys and agents, or either of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated opposite the name.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature
 
Title
 
Date
 
 
 
/s/ JOHN B. (Thad) HILL
 
President, Chief Executive Officer and Director (principal executive officer)
 
February 11, 2016
John B. (Thad) Hill
 
 
 
 
 
 
 
/s/ ZAMIR RAUF
 
Executive Vice President and Chief Financial Officer (principal financial officer)
 
February 11, 2016
Zamir Rauf
 
 
 
 
 
 
 
/s/ JEFF KOSHKIN
 
Chief Accounting Officer (principal accounting officer)
 
February 11, 2016
Jeff Koshkin
 
 
 
 
 
 
 
/s/ JACK A. FUSCO
 
Executive Chairman and Director
 
February 11, 2016
Jack A. Fusco
 
 
 
 
 
 
 
 
 
/s/ FRANK CASSIDY
 
Director
 
February 11, 2016
Frank Cassidy
 
 
 
 
 
 
 
/s/ MICHAEL W. HOFMANN
 
Director
 
February 11, 2016
Michael W. Hofmann
 
 
 
 
 
 
 
/s/ DAVID C. MERRITT
 
Director
 
February 11, 2016
David C. Merritt
 
 
 
 
 
 
 
/s/ W. BENJAMIN MORELAND
 
Director
 
February 11, 2016
W. Benjamin Moreland
 
 
 
 
 
 
 
/s/ ROBERT MOSBACHER, JR.
 
Director
 
February 11, 2016
Robert Mosbacher, Jr.
 
 
 
 
 
 
 
/s/ DENISE M. O'LEARY
 
Director
 
February 11, 2016
Denise M. O’Leary
 
 
 
 

100



CALPINE CORPORATION AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015

 
 
 
Page

101



Report of Independent Registered Public Accounting Firm
To the Board of Directors
and Stockholders of Calpine Corporation

In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)-1 present fairly, in all material respects, the financial position of Calpine Corporation and its subsidiaries at December 31, 2015 and 2014, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2015 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 15(a)-2 presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting, appearing under Item 9A. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As described in Management’s Report on Internal Control Over Financial Reporting, management has excluded Champion Energy Marketing, LLC from its assessment of internal control over financial reporting as of December 31, 2015 because it was acquired by the Company in a purchase business combination during 2015. We have also excluded Champion Energy Marketing, LLC from our audit of internal control over financial reporting. Champion Energy Marketing, LLC is a wholly-owned subsidiary whose total assets and total revenues represent 4% and 4%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2015.


/s/ PricewaterhouseCoopers LLP
Houston, Texas
February 11, 2016

102


CALPINE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended December 31, 2015 , 2014 and 2013
(in millions, except share and per share amounts)
 
 
2015
 
2014
 
2013
Operating revenues:
 
 
 
 
 
Commodity revenue
$
6,389

 
$
7,595

 
$
6,374

Mark-to-market gain (loss)
65

 
419

 
(86
)
Other revenue
18

 
16

 
13

Operating revenues
6,472

 
8,030

 
6,301

Operating expenses:
 
 
 
 
 
Fuel and purchased energy expense:
 
 
 
 
 
Commodity expense
3,589

 
4,815

 
3,808

Mark-to-market (gain) loss
178

 
77

 
(72
)
Fuel and purchased energy expense
3,767

 
4,892

 
3,736

Plant operating expense
1,018

 
969

 
895

Depreciation and amortization expense
638

 
603

 
593

Sales, general and other administrative expense
138

 
144

 
136

Other operating expenses
80

 
88

 
81

Total operating expenses
5,641

 
6,696

 
5,441

Impairment losses

 
123

 
16

(Gain) on sale of assets, net

 
(753
)
 

(Income) from unconsolidated investments in power plants
(24
)
 
(25
)
 
(30
)
Income from operations
855

 
1,989

 
874

Interest expense
628

 
645

 
696

Interest (income)
(4
)
 
(6
)
 
(6
)
Debt modification and extinguishment costs
40

 
346

 
144

Other (income) expense, net
18

 
21

 
20

Income before income taxes
173

 
983

 
20

Income tax expense (benefit)
(76
)
 
22

 
2

Net income
249

 
961

 
18

Net income attributable to the noncontrolling interest
(14
)
 
(15
)
 
(4
)
Net income attributable to Calpine
$
235

 
$
946

 
$
14

Basic earnings per common share attributable to Calpine:
 
 
 
 
 
Weighted average shares of common stock outstanding (in thousands)
362,033

 
404,837

 
440,666

Net income per common share attributable to Calpine — basic
$
0.65

 
$
2.34

 
$
0.03

 
 
 
 
 
 
Diluted earnings per common share attributable to Calpine:
 
 
 
 
 
Weighted average shares of common stock outstanding (in thousands)
364,886

 
409,360

 
444,773

Net income per common share attributable to Calpine — diluted
$
0.64

 
$
2.31

 
$
0.03

The accompanying notes are an integral part of these Consolidated Financial Statements.

103



CALPINE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Years Ended December 31, 2015 , 2014 and 2013
(in millions)


 
 
2015
 
2014
 
2013
Net income
 
$
249

 
$
961

 
$
18

Cash flow hedging activities:
 
 
 
 
 
 
Gain (loss) on cash flow hedges before reclassification adjustment for cash flow hedges realized in net income
 
(24
)
 
(48
)
 
35

Reclassification adjustment for loss on cash flow hedges realized in net income
 
47

 
46

 
51

Unrealized actuarial gains (losses) arising during period
 

 
(4
)
 
4

Foreign currency translation loss
 
(23
)
 
(13
)
 
(10
)
Income tax expense
 

 

 
(3
)
Other comprehensive income (loss)
 

 
(19
)
 
77

Comprehensive income
 
249

 
942

 
95

Comprehensive (income) attributable to the noncontrolling interest
 
(15
)
 
(14
)
 
(13
)
Comprehensive income attributable to Calpine
 
$
234

 
$
928

 
$
82


The accompanying notes are an integral part of these Consolidated Financial Statements.

104



CALPINE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, 2015 and 2014
(in millions, except share and per share amounts)
 
 
2015
 
2014
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents ($118 and $229 attributable to VIEs)
$
906

 
$
717

Accounts receivable, net of allowance of $2 and $4
644

 
648

Inventories
475

 
447

Margin deposits and other prepaid expense
137

 
148

Restricted cash, current ($132 and $106 attributable to VIEs)
216

 
195

Derivative assets, current
1,698

 
2,058

Other current assets
19

 
7

Total current assets
4,095

 
4,220

Property, plant and equipment, net ($4,062 and $4,342 attributable to VIEs)
13,012

 
13,190

Restricted cash, net of current portion ($11 and $48 attributable to VIEs)
12

 
49

Investments in power plants
79

 
95

Long-term derivative assets
313

 
439

Long-term assets held for sale
130

 

Other assets ($166 and $164 attributable to VIEs)
1,192

 
385

Total assets
$
18,833

 
$
18,378

LIABILITIES & STOCKHOLDERS’ EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
552

 
$
580

Accrued interest payable
129

 
165

Debt, current portion ($166 and $150 attributable to VIEs)
221

 
199

Derivative liabilities, current
1,734

 
1,782

Other current liabilities
412

 
473

Total current liabilities
3,048

 
3,199

Debt, net of current portion ($3,143 and $3,242 attributable to VIEs)
11,868

 
11,083

Long-term derivative liabilities
473

 
444

Other long-term liabilities
277

 
221

Total liabilities
15,666

 
14,947

 
 
 
 
Commitments and contingencies (see Note 15)
 
 
 
Stockholders’ equity:
 
 
 
Preferred stock, $0.001 par value per share; authorized 100,000,000 shares, none issued and outstanding at December 31, 2015 and 2014

 

Common stock, $0.001 par value per share; authorized 1,400,000,000 shares, 356,755,747 shares issued and 356,662,004 shares outstanding at December 31, 2015, and 502,287,022 shares issued and 381,921,264 shares outstanding at December 31, 2014

 
1

Treasury stock, at cost, 93,743 and 120,365,758 shares, respectively
(1
)
 
(2,345
)
Additional paid-in capital
9,594

 
12,440

Accumulated deficit
(6,305
)
 
(6,540
)
Accumulated other comprehensive loss
(179
)
 
(178
)
Total Calpine stockholders’ equity
3,109

 
3,378

Noncontrolling interest
58

 
53

Total stockholders’ equity
3,167

 
3,431

Total liabilities and stockholders’ equity
$
18,833

 
$
18,378

The accompanying notes are an integral part of these Consolidated Financial Statements.

105



CALPINE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF
STOCKHOLDERS’ EQUITY
For the Years Ended December 31, 2015 , 2014 and 2013
(in millions)
 
Common
Stock
 
Treasury
Stock
 
Additional
Paid-In
Capital
 
Accumulated
Deficit
 
Accumulated
Other
Comprehensive
Loss
 
Noncontrolling
Interest
 
Total
Stockholders’
Equity
Balance, December 31, 2012
$
1

 
$
(594
)
 
$
12,335

 
$
(7,500
)
 
$
(228
)
 
$
42

 
$
4,056

Treasury stock transactions

 
(636
)
 

 

 

 

 
(636
)
Stock-based compensation expense

 

 
34

 

 

 

 
34

Option exercises

 

 
20

 

 

 

 
20

Other

 

 

 

 

 
(1
)
 
(1
)
Net income

 

 

 
14

 

 
4

 
18

Other comprehensive income

 

 

 

 
68

 
9

 
77

Balance, December 31, 2013
$
1

 
$
(1,230
)
 
$
12,389

 
$
(7,486
)
 
$
(160
)
 
$
54

 
$
3,568

Treasury stock transactions

 
(1,115
)
 

 

 

 

 
(1,115
)
Stock-based compensation expense

 

 
31

 

 

 

 
31

Option exercises

 

 
20

 

 

 

 
20

Distribution to the noncontrolling interest

 

 

 

 

 
(15
)
 
(15
)
Net income

 

 

 
946

 

 
15

 
961

Other comprehensive loss

 

 

 

 
(18
)
 
(1
)
 
(19
)
Balance, December 31, 2014
$
1

 
$
(2,345
)
 
$
12,440

 
$
(6,540
)
 
$
(178
)
 
$
53

 
$
3,431

Treasury stock transactions

 
(541
)
 

 

 

 

 
(541
)
Retirement of shares held in treasury
(1
)
 
2,885

 
(2,885
)
 

 

 

 
(1
)
Stock-based compensation expense

 

 
31

 

 

 

 
31

Option exercises

 

 
8

 

 

 

 
8

Distribution to the noncontrolling interest

 

 

 

 

 
(10
)
 
(10
)
Net income

 

 

 
235

 

 
14

 
249

Other comprehensive income

 

 

 

 
(1
)
 
1

 

Balance, December 31, 2015
$

 
$
(1
)
 
$
9,594

 
$
(6,305
)
 
$
(179
)
 
$
58

 
$
3,167

The accompanying notes are an integral part of these Consolidated Financial Statements.

106



CALPINE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2015 , 2014 and 2013
(in millions)  
 
2015
 
2014
 
2013
Cash flows from operating activities:
 
 
 
 
 
Net income
$
249

 
$
961

 
$
18

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
 
Depreciation and amortization (1)
757

 
649

 
638

Debt extinguishment costs
6

 
36

 
43

Deferred income taxes
(87
)
 
5

 
14

Impairment losses

 
123

 
16

(Gain) on sale of assets, net

 
(753
)
 

Mark-to-market activity, net
110

 
(353
)
 
12

(Income) from unconsolidated investments in power plants
(24
)
 
(25
)
 
(30
)
Return on unconsolidated investments in power plants
25

 
13

 
25

Stock-based compensation expense
26

 
36

 
36

Other
7

 
(4
)
 
1

Change in operating assets and liabilities, net of effects of acquisitions:
 
 
 
 
 
Accounts receivable
169

 
(87
)
 
(113
)
Derivative instruments, net
(183
)
 
(63
)
 
(7
)
Other assets
(120
)
 
151

 
(148
)
Accounts payable and accrued expenses
(221
)
 
185

 
(1
)
Other liabilities
149

 
(20
)
 
45

Net cash provided by operating activities
863

 
854

 
549

Cash flows from investing activities:
 
 
 
 
 
Purchases of property, plant and equipment
(565
)
 
(492
)
 
(575
)
Proceeds from sale of power plants, interests and other

 
1,573

 
1

Purchase of Fore River and Guadalupe Energy Centers
(1
)
 
(1,197
)
 

Purchase of Champion Energy, net of cash acquired
(296
)
 

 

(Increase) decrease in restricted cash
18

 
28

 
(18
)
Other
3

 
4

 
(1
)
Net cash used in investing activities
(841
)
 
(84
)
 
(593
)
Cash flows from financing activities:
 
 
 
 
 
Borrowings under CCFC Term Loans and First Lien Term Loans
2,137

 
420

 
1,587

Repayments of CCFC Term Loans, CCFC Notes and First Lien Term Loans
(1,635
)
 
(45
)
 
(1,031
)
Borrowings under Senior Unsecured Notes
650

 
2,800

 

Borrowings under First Lien Notes

 

 
1,234

Repayments of First Lien Notes
(267
)
 
(2,920
)
 
(1,550
)
Borrowings from project financing, notes payable and other
79

 
79

 
182

Repayments of project financing, notes payable and other
(232
)
 
(178
)
 
(66
)
Distribution to noncontrolling interest holder
(10
)
 
(15
)
 

Financing costs
(34
)
 
(56
)
 
(53
)
Stock repurchases
(529
)
 
(1,100
)
 
(623
)
Proceeds from exercises of stock options
8

 
20

 
20

Other

 
1

 
1

Net cash provided by (used in) financing activities
167

 
(994
)
 
(299
)
Net increase (decrease) in cash and cash equivalents
189

 
(224
)
 
(343
)
Cash and cash equivalents, beginning of period
717

 
941

 
1,284

Cash and cash equivalents, end of period
$
906


$
717

 
$
941

The accompanying notes are an integral part of these Consolidated Financial Statements.

107



CALPINE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)
(in millions)
 
 
 
 
 
 
 
2015
 
2014
 
2013
Cash paid during the period for:
 
 
 
 
 
Interest, net of amounts capitalized
$
620

 
$
610

 
$
672

Income taxes
$
21

 
$
23

 
$
24

 
 
 
 
 
 
Supplemental disclosure of non-cash investing and financing activities:
 
 
 
 
 
Change in capital expenditures included in accounts payable
$
13

 
$
3

 
$
27

Additions to property, plant and equipment through capital leases
$
9

 
$
19

 
$

Retirement of shares held in treasury
$
2,885

 
$

 
$

____________
(1)
Includes depreciation and amortization included in commodity revenue, commodity expense and interest expense on our Consolidated Statements of Operations.
The accompanying notes are an integral part of these Consolidated Financial Statements.

108



CALPINE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 2015 , 2014 and 2013

1.
Organization and Operations
We are a power generation company engaged in the ownership and operation of primarily natural gas-fired and geothermal power plants in North America. We have a significant presence in major competitive wholesale power markets in California (included in our West segment), Texas (included in our Texas segment) and the Northeast and Mid-Atlantic regions (included in our East segment) of the U.S. We sell power, steam, capacity, renewable energy credits and ancillary services to our customers, which include utilities, independent electric system operators, industrial and agricultural companies, retail power providers, municipalities and other governmental entities, power marketers as well as retail commercial, industrial and residential customers. Effective after the October 1, 2015 acquisition, we entered the retail market in scale through our retail subsidiary, Champion Energy. We purchase primarily natural gas and some fuel oil as fuel for our power plants and engage in related natural gas transportation and storage transactions. We purchase electric transmission rights to deliver power to our customers. Additionally, consistent with our Risk Management Policy, we enter into natural gas, power, environmental product, fuel oil and other physical and financial contracts to hedge certain business risks and optimize our portfolio of power plants.
2.
Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation
Our Consolidated Financial Statements have been prepared in accordance with U.S. GAAP and include the accounts of all majority-owned subsidiaries that are not VIEs and all VIEs where we have determined we are the primary beneficiary. Intercompany transactions have been eliminated in consolidation.
Equity Method Investments —  We use the equity method of accounting to record our net interests in VIEs where we have determined that we are not the primary beneficiary, which include Greenfield LP, a 50% partnership interest, and Whitby, a 50% partnership interest. Our share of net income (loss) is calculated according to our equity ownership percentage or according to the terms of the applicable partnership agreement. See Note 5 for further discussion of our VIEs and unconsolidated investments.
Jointly-Owned Plants — Certain of our subsidiaries own undivided interests in jointly-owned plants. These plants are maintained and operated pursuant to their joint ownership participation and operating agreements. We are responsible for our subsidiaries’ share of operating costs and direct expenses and include our proportionate share of the facilities and related revenues and direct expenses in these jointly-owned plants in the corresponding balance sheet and income statement captions of our Consolidated Financial Statements. The following table summarizes our proportionate ownership interest in jointly-owned power plants:
As of December 31, 2015
 
Ownership Interest
 
Property, Plant & Equipment
 
Accumulated Depreciation
 
Construction in Progress
(in millions, except percentages)
Freestone Energy Center
 
75.0
%
 
$
393

 
$
(148
)
 
$

Hidalgo Energy Center
 
78.5
%
 
$
256

 
$
(110
)
 
$

Use of Estimates in Preparation of Financial Statements
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures included in our Consolidated Financial Statements. Actual results could differ from those estimates.
Fair Value of Financial Instruments and Derivatives
The carrying values of accounts receivable, accounts payable and other receivables and payables approximate their respective fair values due to their short-term maturities. See Note 6 for disclosures regarding the fair value of our debt instruments and Note 7 for disclosures regarding the fair values of our derivative instruments and margin deposits and certain of our cash balances.

109



Concentrations of Credit Risk
Financial instruments that potentially subject us to credit risk consist of cash and cash equivalents, restricted cash, accounts and notes receivable and derivative financial instruments. Certain of our cash and cash equivalents, as well as our restricted cash balances, are invested in money market accounts with investment banks that are not FDIC insured. We place our cash and cash equivalents and restricted cash in what we believe to be creditworthy financial institutions and certain of our money market accounts invest in U.S. Treasury securities or other obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities. Additionally, we actively monitor the credit risk of our counterparties, including our receivable, commodity and derivative transactions. Our accounts and notes receivable are concentrated within entities engaged in the energy industry, mainly within the U.S. We generally have not collected collateral for accounts receivable from utilities and end-user customers; however, we may require collateral in the future. For financial and commodity derivative counterparties, we evaluate the net accounts receivable, accounts payable and fair value of commodity contracts and may require security deposits, cash margin or letters of credit to be posted if our exposure reaches a certain level or their credit rating declines.
Our counterparties primarily consist of four categories of entities who participate in the energy markets:
financial institutions and trading companies;
regulated utilities, municipalities, cooperatives, ISOs and other retail power suppliers;
oil, natural gas, chemical and other energy-related industrial companies; and
commercial, industrial and residential retail customers.
We have concentrations of credit risk with a few of our wholesale customers relating to our sales of power and steam and our hedging, optimization and trading activities. We have exposure to trends within the energy industry, including declines in the creditworthiness of our counterparties for our commodity and derivative transactions. Currently, certain of our counterparties within the energy industry have below investment grade credit ratings. Our risk control group manages counterparty credit risk and monitors our net exposure with each counterparty on a daily basis. The analysis is performed on a mark-to-market basis using forward curves. The net exposure is compared against a counterparty credit risk threshold which is determined based on each counterparty’s credit rating and evaluation of their financial statements. We utilize these thresholds to determine the need for additional collateral or restriction of activity with the counterparty. We believe that our credit policies and portfolio of transactions adequately monitor and diversify our credit risk, and currently our counterparties are performing and financially settling timely according to their respective agreements.
Cash and Cash Equivalents
We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. We have certain project finance facilities and lease agreements that require us to establish and maintain segregated cash accounts, which have been pledged as security in favor of the lenders under such project finance facilities, and the use of certain cash balances on deposit in such accounts is limited, at least temporarily, to the operations of the respective projects.
Restricted Cash
Certain of our debt agreements, lease agreements or other operating agreements require us to establish and maintain segregated cash accounts, the use of which is restricted. These amounts are held by depository banks in order to comply with the contractual provisions requiring reserves for payments such as for debt service, rent, major maintenance and debt repurchases or with applicable regulatory requirements. Funds that can be used to satisfy obligations due during the next 12 months are classified as current restricted cash, with the remainder classified as non-current restricted cash. Restricted cash is generally invested in accounts earning market rates; therefore, the carrying value approximates fair value. Such cash is excluded from cash and cash equivalents on our Consolidated Balance Sheets and Statements of Cash Flows.

110



The table below represents the components of our restricted cash as of December 31, 2015 and 2014 (in millions):
 
 
2015
 
2014
 
Current
 
Non-Current
 
Total
 
Current
 
Non-Current
 
Total
Debt service
$
28

 
$
8

 
$
36

 
$
10

 
$
25

 
$
35

Rent reserve

 

 

 
4

 

 
4

Construction/major maintenance
50

 
2

 
52

 
54

 
17

 
71

Security/project/insurance
136

 

 
136

 
127

 
5

 
132

Other
2

 
2

 
4

 

 
2

 
2

Total
$
216

 
$
12

 
$
228

 
$
195

 
$
49

 
$
244

Accounts Receivable and Payable
Accounts receivable and payable represent amounts due from customers and owed to vendors, respectively. Accounts receivable are recorded at invoiced amounts, net of reserves and allowances, and do not bear interest. Receivable balances greater than 30 days past due are reviewed for collectability, depending upon the nature of the customer, and if deemed uncollectible, are charged off against the allowance account after all means of collection have been exhausted and the potential for recovery is considered remote. We use our best estimate to determine the required allowance for doubtful accounts based on a variety of factors, including the length of time receivables are past due, economic trends and conditions affecting our customer base, significant one-time events and historical write-off experience. Specific provisions are recorded for individual receivables when we become aware of a customer’s inability to meet its financial obligations.
The accounts receivable and payable balances also include settled but unpaid amounts relating to our marketing, hedging and optimization activities. Some of these receivables and payables with individual counterparties are subject to master netting arrangements whereby we legally have a right of offset and settle the balances net. However, for balance sheet presentation purposes and to be consistent with the way we present the majority of amounts related to marketing, hedging and optimization activities on our Consolidated Statements of Operations, we present our receivables and payables on a gross basis. We do not have any significant off balance sheet credit exposure related to our customers.
Inventory
Inventory primarily consists of spare parts, stored natural gas and fuel oil, environmental products and natural gas exchange imbalances. Inventory, other than spare parts, is stated primarily at the lower of cost or market value under the weighted average cost method. Spare parts inventory is valued at weighted average cost and is expensed to plant operating expense or capitalized to property, plant and equipment as the parts are utilized and consumed.
Collateral
We use margin deposits, prepayments and letters of credit as credit support with and from our counterparties for commodity procurement and risk management activities. In addition, we have granted additional first priority liens on the assets previously subject to first priority liens under our First Lien Notes, First Lien Term Loans and Corporate Revolving Facility as collateral under certain of our power and natural gas agreements. These agreements qualify as “eligible commodity hedge agreements” under our First Lien Notes, First Lien Term Loans and Corporate Revolving Facility. The first priority liens have been granted in order to reduce the cash collateral and letters of credit that we would otherwise be required to provide to our counterparties under such agreements. The counterparties under such agreements would share the benefits of the collateral subject to such first priority liens ratably with the lenders under our First Lien Notes, First Lien Term Loans and Corporate Revolving Facility. Our interest rate swap agreements relate to hedges of certain of our project financings collateralized by first priority liens on the underlying assets. See Note 9 for a further discussion on our amounts and use of collateral.
Deferred Financing Costs
Costs incurred related to the issuance of debt instruments are deferred and amortized over the term of the related debt using a method that approximates the effective interest rate method. However, when the timing of debt transactions involve contemporaneous exchanges of cash between us and the same creditor(s) in connection with the issuance of a new debt obligation and satisfaction of an existing debt obligation, deferred financing costs are accounted for depending on whether the transaction qualifies as an extinguishment or modification, which requires us to either write-off the original deferred financing costs and capitalize the new issuance costs, or continue to amortize the original deferred financing costs and immediately expense the new issuance costs.

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Property, Plant and Equipment, Net
Property, plant, and equipment items are recorded at cost. We capitalize costs incurred in connection with the construction of power plants, the development of geothermal properties and the refurbishment of major turbine generator equipment. When capital improvements to leased power plants meet our capitalization criteria they are capitalized as leasehold improvements and amortized over the shorter of the term of the lease or the economic life of the capital improvement. We expense maintenance when the service is performed for work that does not meet our capitalization criteria. Our current capital expenditures at our Geysers Assets are those incurred for proven reserves and reservoir replenishment (primarily water injection), pipeline and power generation assets and drilling of “development wells” as all drilling activity has been performed within the known boundaries of the steam reservoir. We have capitalized costs incurred during ownership consisting of additions, certain replacements or repairs when the repairs appreciably extend the life, increase the capacity or improve the efficiency or safety of the property. Such costs are expensed when they do not meet the above criteria. We purchased our Geysers Assets as a proven steam reservoir and all well costs, except well workovers and routine repairs and maintenance, have been capitalized since our purchase date.
We depreciate our assets under the straight-line method over the shorter of their estimated useful lives or lease term. For our natural gas-fired power plants, we assume an estimated salvage value which approximates 10% of the depreciable cost basis where we own the power plant or have a favorable option to purchase the power plant or take ownership of the power plant at conclusion of the lease term and approximately 0.15% of the depreciable costs basis for rotable equipment. For our Geysers Assets, we typically assume no salvage values. We use the component depreciation method for our natural gas-fired power plant rotable parts and our information technology equipment and the composite depreciation method for most of all of the other natural gas-fired power plant asset groups and Geysers Assets.
Generally, upon normal retirement of assets under the composite depreciation method, the costs of such assets are retired against accumulated depreciation and no gain or loss is recorded. For the retirement of assets under the component depreciation method, generally, the costs and related accumulated depreciation of such assets are removed from our Consolidated Balance Sheets and a gain or loss is recorded as plant operating expense.
Impairment Evaluation of Long-Lived Assets (Including Intangibles and Investments)
We evaluate our long-lived assets, such as property, plant and equipment, equity method investments and definite-lived intangible assets for impairment, when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. Equipment assigned to each power plant is not evaluated for impairment separately; instead, we evaluate our operating power plants and related equipment as a whole unit. When we believe an impairment condition may have occurred, we are required to estimate the undiscounted future cash flows associated with a long-lived asset or group of long-lived assets at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities for long-lived assets that are expected to be held and used. If we determine that the undiscounted cash flows from an asset or group of assets to be held and used are less than the associated carrying amount, or if we have classified an asset as held for sale, we must estimate fair value to determine the amount of any impairment loss. All construction and development projects are reviewed for impairment whenever there is an indication of potential reduction in fair value. If it is determined that a construction or development project is no longer probable of completion and the capitalized costs will not be recovered through future operations, the carrying value of the project will be written down to its fair value.
In order to estimate future cash flows, we consider historical cash flows, existing and future contracts and PPAs, changes in the market environment and other factors that may affect future cash flows. To the extent applicable, the assumptions we use are consistent with forecasts that we are otherwise required to make (for example, in preparing our earnings forecasts). The use of this method involves inherent uncertainty. We use our best estimates in making these evaluations and consider various factors, including forward price curves for power and fuel costs and forecasted operating costs. However, actual future market prices and project costs could vary from the assumptions used in our estimates, and the impact of such variations could be material.
When we determine that our assets meet the assets held-for-sale criteria, they are reported at the lower of their carrying amount or fair value less the cost to sell. We are also required to evaluate our equity method investments to determine whether or not they are impaired when the value is considered an “other than a temporary” decline in value.
Generally, fair value will be determined using valuation techniques such as the present value of expected future cash flows. We will also discount the estimated future cash flows associated with the asset using a single interest rate representative of the risk involved with such an investment including contract terms, tenor and credit risk of counterparties. We may also consider prices of similar assets, consult with brokers, or employ other valuation techniques. We use our best estimates in making these evaluations and consider various factors, including forward price curves for power and fuel costs and forecasted operating costs.

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However, actual future market prices and project costs could vary from the assumptions used in our estimates, and the impact of such variations could be material.
In August 2014, we executed a term sheet with Duke Energy Florida, Inc. related to our Osprey Energy Center for a new PPA with a term of 27 months , after which Duke Energy Florida, Inc. would purchase our Osprey Energy Center subject to an asset sale agreement that was executed in the fourth quarter of 2014. As a result, we conducted an impairment review of our Osprey Energy Center during the third quarter of 2014. We estimated fair value of our Osprey Energy Center under a modified market approach using the discounted cash flows under the PPA and the sale proceeds to be received, which incorporated a market participant's fair value of the power plant. We recorded an impairment loss of approximately $123 million which was recorded as a separate line item on our Consolidated Statements of Operations for the year ended December 31, 2014 . We recorded an impairment loss of $16 million during the year ended December 31, 2013 related to a power plant in our West segment. During 2015 , we did not record any impairment losses.
Asset Retirement Obligation
We record all known asset retirement obligations for which the liability’s fair value can be reasonably estimated. Over time, the liability is accreted to its present value each period and the capitalized cost is depreciated over the useful life of the related asset. At December 31, 2015 and 2014 , our asset retirement obligation liabilities were $47 million and $47 million , respectively, primarily relating to land leases upon which our power plants are built and the requirement that the property meet specific conditions upon its return.
Revenue Recognition
Our operating revenues are comprised of the following:
power and steam revenue consisting of fixed and variable capacity payments, which are not related to generation including capacity payments received from RTO and ISO capacity auctions, variable payments for power and steam, which are related to generation, retail power revenues, host steam and RECs from our Geysers Assets, other revenues such as RMR Contracts, resource adequacy and certain ancillary service revenues and realized settlements from our marketing, hedging, optimization and trading activities;
mark-to-market revenues from derivative instruments as a result of our marketing, hedging, optimization and trading activities; and
other service revenues.
Power and Steam
Physical Commodity Contracts  — We recognize revenue primarily from the sale of power and steam thermal energy for sale to our customers for use in industrial or other heating operations upon transmission and delivery to the customer.
We routinely enter into physical commodity contracts for sales of our generated power to manage risk and capture the value inherent in our generation. We apply lease accounting to contracts that meet the definition of a lease and accrual accounting treatment to those contracts that are either exempt from derivative accounting or do not meet the definition of a derivative instrument. Additionally, we determine whether the financial statement presentation of revenues should be on a gross or net basis.
With respect to our physical executory contracts, where we act as a principal, we take title of the commodities and assume the risks and rewards of ownership by receiving the natural gas and using the natural gas in our operations to generate and deliver the power. Where we act as principal, we record settlement of our physical commodity contracts on a gross basis. Where we do not take title of the commodities but receive a net variable payment to convert natural gas into power and steam in a tolling operation, we record the variable payment as revenue but do not record any fuel and purchased energy expense.
Capacity payments, RMR Contracts, RECs, resource adequacy and other ancillary revenues, unless qualified as a lease, are recognized when contractually earned and consist of revenues received from our customers either at the market price or a contract price.
Revenues from sales of power to retail customers are recognized upon delivery under the accrual method. Unbilled retail revenues are based upon estimates of customer usage since the date of the last meter reading provided by the ISOs or electric distribution companies by applying the estimated revenue per KWh by customer class to the estimated number of KWhs delivered but not yet billed. Estimated amounts are adjusted when actual usage is known and billed.

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Realized and Mark-to-Market Revenues from Commodity Derivative Instruments
Realized Settlements of Commodity Derivative Instruments — The realized value of power commodity sales and purchase contracts that are net settled or settled as gross sales and purchases, but could have been net settled, are reflected on a net basis and are included in Commodity revenue on our Consolidated Statements of Operations.   

Mark-to-Market Gain (Loss) The changes in the mark-to-market value of power-based commodity derivative instruments are reflected on a net basis as a separate component of operating revenues.
Leases  — We have contracts, such as certain tolling agreements, which we account for as operating leases under U.S. GAAP. Generally, we levelize certain components of these contract revenues on a straight-line basis over the term of the contract. The total contractual future minimum lease rentals for our contracts accounted for as operating leases at December 31, 2015 , are as follows (in millions):
2016
$
496

2017
433

2018
396

2019
372

2020
325

Thereafter
1,644

Total
$
3,666

Accounting for Derivative Instruments
We enter into a variety of derivative instruments including both exchange traded and OTC power and natural gas forwards, options as well as instruments that settle on the power price to natural gas price relationships (Heat Rate swaps and options) and interest rate swaps. We recognize all derivative instruments that qualify for derivative accounting treatment as either assets or liabilities and measure those instruments at fair value unless they qualify for and are designated under the normal purchase normal sale exemption. Accounting for derivatives at fair value requires us to make estimates about future prices during periods for which price quotes are not available from sources external to us, in which case we rely on internally developed price estimates. See Note 8 for further discussion on our accounting for derivatives.
Fuel and Purchased Energy Expense
Fuel and purchased energy expense is comprised of the cost of natural gas and fuel oil purchased from third parties for the purposes of consumption in our power plants as fuel, the cost of power purchased from third parties for sale to retail customers, the cost of power and natural gas purchased from third parties for our marketing, hedging and optimization activities and realized settlements and mark-to-market gains and losses resulting from general market price movements against certain derivative natural gas contracts including financial natural gas transactions economically hedging anticipated future power sales that either do not qualify as hedges under the hedge accounting guidelines or qualify under the hedge accounting guidelines and the hedge accounting designation has not been elected.
Realized and Mark-to-Market Expenses from Commodity Derivative Instruments
Realized Settlements of Commodity Derivative Instruments — The realized value of natural gas purchase and sales commodity contracts that are net settled are reflected on a net basis and included in Commodity expense on our Consolidated Statements of Operations. Power purchase commodity contracts that result in the physical delivery of power, and that also supplement our power generation, are reflected on a gross basis and are included in Commodity expense on our Consolidated Statements of Operations.

Mark-to-Market (Gain) Loss The changes in the mark-to-market value of natural gas-based commodity derivative instruments are reflected on a net basis as a separate component of fuel and purchased energy expense.
Plant Operating Expense
Plant operating expense primarily includes employee expenses, utilities, chemicals, repairs and maintenance (including equipment failure and major maintenance), insurance and property taxes. We recognize these expenses when the service is performed or in the period in which the expense relates.

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Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying values of existing assets and liabilities and their respective tax basis and tax credit and NOL carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities due to a change in tax rates is recognized in income in the period that includes the enactment date.
We recognize the financial statement effects of a tax position when it is more-likely-than-not, based on the technical merits, that the position will be sustained upon examination. A tax position that meets the more-likely-than-not recognition threshold is measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with a taxing authority. We reverse a previously recognized tax position in the first period in which it is no longer more-likely-than-not that the tax position would be sustained upon examination. See Note 10 for a further discussion on our income taxes.
Earnings per Share
Basic earnings per share is calculated using the weighted average shares outstanding during the period and includes restricted stock units for which no future service is required as a condition to the delivery of the underlying common stock. Diluted earnings per share is calculated by adjusting the weighted average shares outstanding by the dilutive effect of share-based awards using the treasury stock method. See Note 11 for a further discussion of our earnings per share.
Stock-Based Compensation
For our restricted stock and restricted stock units, we use our closing stock price on the date of grant, or the last trading day preceding the grant date for restricted stock granted on non-trading days, as the fair value for measuring compensation expense. Our performance share units are measured at fair value using a Monte Carlo simulation model at each reporting date until settlement. See Note 12 for a further discussion of our stock-based compensation.
Treasury Stock
Treasury stock purchases are accounted for under the cost method whereby the entire cost of the acquired stock is recorded as treasury stock.     Upon retirement of treasury stock, the amounts in excess of par value are charged entirely to additional paid-in capital. See Note 14 for a further discussion of treasury stock.
New Accounting Standards and Disclosure Requirements
Revenue Recognition — In May 2014, the FASB issued Accounting Standards Update 2014-09, “Revenue from Contracts with Customers”. The comprehensive new revenue recognition standard will supersede all existing revenue recognition guidance. The core principle of the standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard also requires expanded disclosures surrounding revenue recognition. The standard is effective for fiscal periods beginning after December 15, 2016, including interim periods within that reporting period and allows for either full retrospective or modified retrospective adoption with early adoption being prohibited. In August 2015, the FASB deferred the effective date of Accounting Standards Update 2014-09 for public entities by one year, such that the standard will become effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2017. The standard permits entities to adopt early, but only as of the original effective date. We are currently assessing the future impact this standard may have on our financial condition, results of operations or cash flows.
Consolidation — In February 2015, the FASB issued Accounting Standards Update 2015-02, “Amendments to the Consolidation Analysis.” This standard amends the consolidation model used in determining whether a reporting entity should consolidate the financial results of certain of its partially- and wholly-owned subsidiaries. All of our subsidiaries are subject to reevaluation under the revised consolidation model. Specifically, the amendments (i) modify the evaluation of whether limited partnerships and similar legal entities are voting interest entities or VIEs, (ii) eliminate the presumption that a general partner should consolidate the financial results of a limited partnership, (iii) affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships and (iv) provide an exception for certain types of entities. This standard is effective for fiscal periods beginning after December 15, 2015, including interim periods within that reporting period and allows for either full retrospective or modified retrospective adoption with early adoption permitted. We do not anticipate a material impact on our financial condition, results of operations or cash flows as a result of adopting this standard.

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Debt Issuance Costs — In April 2015, the FASB issued Accounting Standards Update 2015-03, “Simplifying the Presentation of Debt Issuance Costs.” The standard requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, which is consistent with the presentation of debt discounts. In August 2015, the FASB issued Accounting Standards Update 2015-15, “Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements” which allows an entity to present debt issuance costs associated with a line-of-credit arrangement as an asset regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The standards are effective for fiscal years beginning after December 15, 2015, including interim periods within that reporting period and require retrospective adoption with early adoption permitted. We do not anticipate a material impact on our financial condition, results of operations or cash flows as a result of adopting these standards.

Cloud Computing Arrangements — In April 2015, the FASB issued Accounting Standards Update 2015-05, “Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement.” This standard provides guidance regarding whether a cloud computing arrangement represents a software license or a service contract. The standard is effective for fiscal years beginning after December 15, 2015, including interim periods and allows for either prospective or retrospective adoption with early adoption permitted. We do not anticipate a material impact on our financial condition, results of operations or cash flows as a result of adopting this standard.

Inventory In July 2015, the FASB issued Accounting Standards Update 2015-11, “Simplifying the Measurement of Inventory.” This standard changes the inventory valuation method from the lower of cost or market to the lower of cost or net realizable value for inventory valued under the first-in, first-out or average cost methods. The standard is effective for fiscal years beginning after December 15, 2016, including interim periods and requires prospective adoption with early adoption permitted. We do not anticipate a material impact on our financial condition, results of operations or cash flows as a result of adopting this standard.

Income Taxes In November 2015, the FASB issued Accounting Standards Update 2015-17, “Balance Sheet Classification of Deferred Taxes.” This standard eliminates the presentation of deferred tax assets and liabilities as current on a classified balance sheet. Instead, all deferred tax assets and liabilities are to be presented as non-current. The standard is effective for fiscal years beginning after December 15, 2016 and may be applied either prospectively or retrospectively. Early adoption is permitted as of the beginning of an interim or annual reporting period. We prospectively early adopted this standard during the fourth quarter of 2015 which did not have a material impact on our financial condition, results of operations or cash flows. As we prospectively adopted this standard during the fourth quarter of 2015, we did not retroactively adjust our deferred tax balances as of December 31, 2014.
3.
Acquisitions and Divestitures
Acquisition of Granite Ridge Energy Center
On February 5, 2016, we, through our indirect, wholly-owned subsidiary Calpine Granite Holdings, LLC, completed the purchase of Granite Ridge Energy Center, a power plant with a nameplate capacity of 745 MW (summer peaking capacity of 695 MW), from Granite Ridge Holdings, LLC, for approximately $500 million , excluding working capital adjustments. The addition of this modern, efficient, natural gas-fired, combined-cycle power plant will increase capacity in our East segment, specifically the constrained New England market. Beginning operations in 2003, Granite Ridge Energy Center is located in Londonderry, New Hampshire and features two combustion turbines, two heat recovery steam generators and one steam turbine. We funded the acquisition with a combination of cash on hand and financing, and the purchase price will be primarily allocated to property, plant and equipment.
Acquisition of Champion Energy
On October 1, 2015, we, through our indirect, wholly-owned subsidiary Calpine Energy Services Holdco, LLC, completed the purchase of Champion Energy Marketing, LLC from a subsidiary of Crane Champion Holdco, LLC, which owned a 75% interest, and EDF Trading North America, LLC, which owned a 25% interest, for approximately $240 million , excluding working capital adjustments. Champion Energy, a leading retail electric provider, served approximately 22 million MWh of commercial, industrial, governmental and residential customer load in 2015, concentrated in Texas, the Northeast and Mid-Atlantic where we have a substantial power generation presence. The addition of this well-established retail sales organization is consistent with our stated goal of getting closer to our end-use customers and provides us a valuable sales channel for directly reaching a much greater portion of the load we seek to serve. The purchase price was funded with cash on hand and any excess of the purchase price over the fair values of Champion Energy’s assets and liabilities was recorded as goodwill; however, the goodwill we recorded as a result of this acquisition was immaterial. The results of Champion Energy are reflected in the segment which corresponds with

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the geographic area in which the retail sales occur. The pro forma incremental impact of Champion Energy on our results of operations for the years ended December 31, 2015 and 2014 is not material.
The following table summarizes the consideration paid for the Champion Energy acquisition and the preliminary determination of the identifiable assets acquired and liabilities assumed at the October 1, 2015 acquisition date (in millions):
Consideration
$
296

 
 
Identifiable assets acquired and liabilities assumed:
 
Assets:
 
Current assets
$
240

Property, plant and equipment, net
5

Intangible assets (1)
575

Other long-term assets
46

Total assets acquired
866

Liabilities:
 
Current liabilities
396

Long-term liabilities
174

Total liabilities assumed
570

Net assets acquired
$
296

____________
(1) The intangible assets are recorded in other assets on our Consolidated Balance Sheet and consist primarily of acquired customer contracts, which are being amortized over various contract terms, and customer relationships and trade name which are being amortized over seven and 15 years, respectively. For the year ended December 31, 2015 , we recorded amortization expense of $71 million related to these intangible assets.
Acquisition of Fore River Energy Center
On November 7, 2014, we, through our indirect, wholly-owned subsidiary Calpine Fore River Energy Center, LLC, completed the purchase of Fore River Energy Center, a power plant with a capacity of 731 MW, and related plant inventory from a subsidiary of Exelon Corporation, for approximately $ 530 million , excluding working capital adjustments. The addition of this modern, efficient, natural gas-fired, combined-cycle power plant increased capacity in our East segment, specifically the constrained New England market. Built in 2003, Fore River Energy Center is located in North Weymouth, Massachusetts and features two combustion turbines, two heat recovery steam generators and one steam turbine. Both turbines feature dual-fuel capability that will enable them to run on either natural gas or fuel oil, depending on market conditions. The purchase price was funded with cash on hand and primarily allocated to property, plant and equipment. The purchase price allocation was finalized during the third quarter of 2015 which did not result in any material adjustments or the recognition of goodwill. The pro forma incremental impact of Fore River Energy Center on our results of operations for each of the years ended December 31, 2014 and 2013 is not material.
Acquisition of Guadalupe Energy Center
On February 26, 2014, we, through our indirect, wholly-owned subsidiary Calpine Guadalupe GP, LLC, completed the purchase of a power plant owned by MinnTex Power Holdings, LLC with a capacity of 1,000 MW, for approximately $ 625 million , excluding working capital adjustments. The addition of this modern, natural gas-fired, combined-cycle power plant increased capacity in our Texas segment, which is one of our core markets. The 110-acre site, located in Guadalupe County, Texas, which is northeast of San Antonio, Texas, includes two 525 MW generation blocks, each consisting of two GE 7FA combustion turbines, two heat recovery steam generators and one GE steam turbine. We also paid $ 15 million to acquire rights to an advanced development opportunity for an approximately 400 MW quick-start, natural gas-fired peaker. We funded the acquisition with $ 425 million in incremental CCFC Term Loans and cash on hand. See Note 6 for a further description of the incremental CCFC Term Loans. The purchase price was primarily allocated to property, plant and equipment and was finalized during the third quarter of 2014 which did not result in any material adjustments to the preliminary purchase price allocation nor the recognition of any goodwill. The pro forma incremental impact of Guadalupe Energy Center on our results of operations for each of the years ended December 31, 2014 and 2013 is not material.

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Sale of Osprey Energy Center
During the fourth quarter of 2014, we executed an asset sale agreement for the sale of our Osprey Energy Center to Duke Energy Florida, Inc. for approximately $166 million , excluding working capital and other adjustments. In accordance with the asset sale agreement, the sale will be consummated in January 2017 upon the conclusion of PPA with a term of 27 months . In July 2015, the transaction was approved by the FERC and the Florida Public Service Commission. This sale represents a strategic disposition of a power plant in a wholesale power market dominated by regulated utilities. The assets of Osprey Energy Center, which is in our East segment, are reported as long-term assets held for sale on our Consolidated Balance Sheet at December 31, 2015 and comprise property, plant and equipment, net.
Sale of Six Power Plants
On July 3, 2014, we completed the sale of six of our power plants in our East segment to NatGen Southeast Power LLC, a wholly-owned subsidiary of LS Power Equity Partners III. The purchase and sale agreement, dated April 17, 2014, stipulates the sale of 100% of the limited liability company interests in (i) Mobile Energy LLC, (ii) Santa Rosa Energy Center, LLC, (iii) Carville Energy, LLC, (iv) Decatur Energy Center, LLC, (v) Columbia Energy LLC and (vi) Calpine Oneta Power, LLC and thereby sell assets comprising 3,498 MW of combined-cycle generation capacity in Oklahoma, Louisiana, Alabama, Florida and South Carolina for a sale price of approximately $ 1.57 billion in cash, plus approximately $ 2 million for working capital and other adjustments at closing. The divestiture of these power plants has better aligned our asset base with our strategic focus on competitive wholesale markets.
We recorded a gain on sale of assets, net of approximately $ 753 million during the third quarter of 2014 and used existing federal and state NOLs to almost entirely offset the projected taxable gains from the sale. The sale of the six power plants did not meet the criteria for treatment as discontinued operations.
The six power plants included in the transaction are as follows:
Plant Name
 
Plant Capacity
 
Location
Oneta Energy Center
 
1,134

MW
 
Coweta, OK
Carville Energy Center (1)
 
501

MW
 
St. Gabriel, LA
Decatur Energy Center
 
795

MW
 
Decatur, AL
Hog Bayou Energy Center
 
237

MW
 
Mobile, AL
Santa Rosa Energy Center
 
225

MW
 
Pace, FL
Columbia Energy Center (1)
 
606

MW
 
Calhoun County, SC
Total
 
3,498

MW
 
 
___________
(1)
Indicates combined-cycle cogeneration power plant.
4.
Property, Plant and Equipment, Net
As of December 31, 2015 and 2014 , the components of property, plant and equipment are stated at cost less accumulated depreciation as follows (in millions):
 
2015
 
2014
 
Depreciable Lives
Buildings, machinery and equipment
$
16,294

 
$
16,059

 
3 – 47 Years
Geothermal properties
1,319

 
1,294

 
13 – 58 Years
Other
208

 
203

 
3 – 47 Years
 
17,821

 
17,556

 
 
Less: Accumulated depreciation
5,377

 
4,984

 
 
 
12,444

 
12,572

 
 
Land
120

 
120

 
 
Construction in progress
448

 
498

 
 
Property, plant and equipment, net
$
13,012

 
$
13,190

 
 

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Total depreciation expense, including amortization of leased assets, recorded for the years ended December 31, 2015 , 2014 and 2013 , was $595 million , $591 million and $584 million , respectively.
We have various debt instruments that are collateralized by our property, plant and equipment. See Note 6 for a discussion of such instruments.
Buildings, Machinery and Equipment
This component primarily includes power plants and related equipment. Included in buildings, machinery and equipment are assets under capital leases. See Note 6 for further information regarding these assets under capital leases.
Geothermal Properties
This component primarily includes power plants and related equipment associated with our Geysers Assets.
Other
This component primarily includes software and emission reduction credits that are power plant specific and not available to be sold.
Capitalized Interest
The total amount of interest capitalized was $15 million , $19 million and $38 million for the years ended December 31, 2015 , 2014 and 2013 , respectively.
5.
Variable Interest Entities and Unconsolidated Investments
We consolidate all of our VIEs where we have determined that we are the primary beneficiary. There were no changes to our determination of whether we are the primary beneficiary of our VIEs for the year ended December 31, 2015 . We have the following types of VIEs consolidated in our financial statements:
Subsidiaries with Project Debt —  All of our subsidiaries with project debt not guaranteed by Calpine have PPAs that provide financial support and are thus considered VIEs. We retain ownership and absorb the full risk of loss and potential for reward once the project debt is paid in full. Actions by the lender to assume control of collateral can occur only under limited circumstances such as upon the occurrence of an event of default, which we have determined to be unlikely. See Note 6 for further information regarding our project debt and Note 2 for information regarding our restricted cash balances.
Subsidiaries with PPAs —  Certain of our majority owned subsidiaries have PPAs that limit the risk and reward of our ownership and thus constitute a VIE.
VIE with a Purchase Option —  OMEC has an agreement that provides a third party a fixed price option to purchase power plant assets exercisable in the year 2019. This purchase option limits the risk and reward of our ownership and, thus, constitutes a VIE.
Consolidation of VIEs
We consolidate our VIEs where we determine that we have both the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and the obligation to absorb losses or receive benefits from the VIE. We have determined that we hold the obligation to absorb losses and receive benefits in all of our VIEs where we hold the majority equity interest. Therefore, our determination of whether to consolidate is based upon which variable interest holder has the power to direct the most significant activities of the VIE (the primary beneficiary). Our analysis includes consideration of the following primary activities which we believe to have a significant impact on a power plant’s financial performance: operations and maintenance, plant dispatch, and fuel strategy as well as our ability to control or influence contracting and overall plant strategy. Our approach to determining which entity holds the powers and rights is based on powers held as of the balance sheet date. Contractual terms that may change the powers held in future periods, such as a purchase or sale option, are not considered in our analysis. Based on our analysis, we believe that we hold the power and rights to direct the most significant activities of all our majority-owned VIEs.
Under our consolidation policy and under U.S. GAAP we also:
perform an ongoing reassessment each reporting period of whether we are the primary beneficiary of our VIEs; and

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evaluate if an entity is a VIE and whether we are the primary beneficiary whenever any changes in facts and circumstances occur such that the holders of the equity investment at risk, as a group, lose the power from voting rights or similar rights of those investments to direct the activities of a VIE that most significantly impact the VIE’s economic performance or when there are other changes in the powers held by individual variable interest holders.
Noncontrolling Interest —  We own a 75% interest in Russell City Energy Company, LLC, one of our VIEs, which is also 25% owned by a third party. We fully consolidate this entity in our Consolidated Financial Statements and account for the third party ownership interest as a noncontrolling interest.
VIE Disclosures
Our consolidated VIEs include natural gas-fired power plants with an aggregate capacity of 10,266 MW and 10,365 MW, at December 31, 2015 and 2014 , respectively. For these VIEs, we may provide other operational and administrative support through various affiliate contractual arrangements among the VIEs, Calpine Corporation and its other wholly-owned subsidiaries whereby we support the VIE through the reimbursement of costs and/or the purchase and sale of energy. Other than amounts contractually required, we provided support to these VIEs in the form of cash and other contributions of $ 4 million , $ 47 million and nil for the years ended December 31, 2015 , 2014 and 2013 , respectively.
U.S. GAAP requires separate disclosure on the face of our Consolidated Balance Sheets of the significant assets of a consolidated VIE that can be used only to settle obligations of the consolidated VIE and the significant liabilities of a consolidated VIE for which creditors (or beneficial interest holders) do not have recourse to the general credit of the primary beneficiary. In determining which assets of our VIEs meet the separate disclosure criteria, we consider that this separate disclosure requirement is met where Calpine Corporation is substantially limited or prohibited from access to assets (primarily cash and cash equivalents, restricted cash and property, plant and equipment), and where our VIEs had project financing that prohibits the VIE from providing guarantees on the debt of others. In determining which liabilities of our VIEs meet the separate disclosure criteria, we consider that this separate disclosure requirement is met where there are agreements that prohibit the debt holders of the VIEs from recourse to the general credit of Calpine Corporation and where the amounts were material to our financial statements.
Unconsolidated VIEs and Investments in Power Plants
We have a 50% partnership interest in Greenfield LP and in Whitby. Greenfield LP and Whitby are also VIEs; however, we do not have the power to direct the most significant activities of these entities and therefore do not consolidate them. Greenfield LP is a limited partnership between certain subsidiaries of ours and of Mitsui & Co., Ltd., which operates the Greenfield Energy Centre, a 1,038 MW natural gas-fired, combined-cycle power plant located in Ontario, Canada. We and Mitsui & Co., Ltd. each hold a 50% interest in Greenfield LP. Whitby is a limited partnership between certain of our subsidiaries and Atlantic Packaging Ltd., which operates the Whitby facility, a 50 MW natural gas-fired, simple-cycle cogeneration power plant located in Ontario, Canada. We and Atlantic Packaging Ltd. each hold a 50% partnership interest in Whitby.
We account for these entities under the equity method of accounting and include our net equity interest in investments in power plants on our Consolidated Balance Sheets. At December 31, 2015 and 2014 , our equity method investments included on our Consolidated Balance Sheets were comprised of the following (in millions):
 
 
Ownership Interest as of December 31, 2015
 
2015
 
2014
Greenfield LP
50%
 
$
65

 
$
78

Whitby
50%
 
14

 
17

Total investments in power plants
 
 
$
79

 
$
95

Our risk of loss related to our unconsolidated VIEs is limited to our investment balance. Holders of the debt of our unconsolidated investments do not have recourse to Calpine Corporation and its other subsidiaries; therefore, the debt of our unconsolidated investments is not reflected on our Consolidated Balance Sheets. At December 31, 2015 and 2014 , equity method investee debt was approximately $269 million and $ 342 million , respectively, and based on our pro rata share of each of the investments, our share of such debt would be approximately $135 million and $ 171 million at December 31, 2015 and 2014 , respectively.

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Our equity interest in the net income from Greenfield LP and Whitby for the years ended December 31, 2015 , 2014 and 2013 , is recorded in (income) from unconsolidated investments in power plants. The following table sets forth details of our (income) from unconsolidated investments in power plants and distributions for the years indicated (in millions):
 
(Income) from Unconsolidated
Investments in Power Plants
 
Distributions
 
2015
 
2014
 
2013
 
2015
 
2014
 
2013
Greenfield LP
$
(12
)
 
$
(10
)
 
$
(16
)
 
$
12

 
$

 
$
18

Whitby
(12
)
 
(15
)
 
(14
)
 
13

 
13

 
9

Total
$
(24
)
 
$
(25
)
 
$
(30
)
 
$
25

 
$
13

 
$
27

Inland Empire Energy Center Put and Call Options —  We hold a call option to purchase the Inland Empire Energy Center (a 775 MW natural gas-fired power plant located in California) from GE that may be exercised between years  2017 and  2024 . GE holds a put option whereby they can require us to purchase the power plant, if certain plant performance criteria are met by 2025 . We determined that we are not the primary beneficiary of the Inland Empire power plant, and we do not consolidate it due to the fact that GE directs the most significant activities of the power plant including operations and maintenance.
Significant Unconsolidated Subsidiaries —  Greenfield LP and Whitby met the criteria of significant unconsolidated subsidiaries for the year ended December 31, 2013 , based upon the relationship of our equity income from our investment in these subsidiaries, when combined, to our consolidated net income before taxes. Aggregated summarized financial data for our unconsolidated subsidiaries is set forth below (in millions):
Condensed Combined Balance Sheets
of Our Unconsolidated Subsidiaries
December 31, 2015 and 2014

 
2015
 
2014
Assets:
 
 
 
Cash and cash equivalents
$
50

 
$
58

Current assets
14

 
28

Property, plant and equipment, net
431

 
532

Other assets
1

 
2

Total assets
$
496

 
$
620

Liabilities:
 
 
 
Current maturities of long-term debt
$
18

 
$
21

Current liabilities
21

 
28

Long-term debt
251

 
321

Long-term derivative liabilities
43

 
51

Total liabilities
333

 
421

Member’s interest
163

 
199

Total liabilities and member’s interest
$
496

 
$
620



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Condensed Combined Statements of Operations
of Our Unconsolidated Subsidiaries
For the Years Ended December 31, 2015 , 2014 and 2013

 
2015
 
2014
 
2013
Revenues
$
191

 
$
239

 
$
207

Operating expenses
127

 
168

 
128

Income from operations
64

 
71

 
79

Interest expense, net of interest income
18

 
23

 
24

Other (income) expense, net

 

 
(3
)
Net income
$
46

 
$
48

 
$
58

6.
Debt
Our debt at December 31, 2015 and 2014 , was as follows (in millions):
 
2015
 
2014
Senior Unsecured Notes
$
3,450

 
$
2,800

First Lien Term Loans
3,318

 
2,799

First Lien Notes
1,809

 
2,075

Project financing, notes payable and other
1,745

 
1,810

CCFC Term Loans
1,580

 
1,596

Capital lease obligations
187

 
202

Subtotal
12,089

 
11,282

Less: Current maturities
221

 
199

Total long-term debt
$
11,868

 
$
11,083

Our debt agreements contain covenants which could permit lenders to accelerate the repayment of our debt by providing notice, the lapse of time, or both, if certain events of default remain uncured after any applicable grace period. We were in compliance with all of the covenants in our debt agreements at December 31, 2015 .
Annual Debt Maturities
Contractual annual principal repayments or maturities of debt instruments as of December 31, 2015 , are as follows (in millions):
 
2016
$
222

2017
210

2018
234

2019
1,618

2020
1,372

Thereafter
8,464

Subtotal
12,120

Less: Discount
31

Total debt
$
12,089


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Senior Unsecured Notes
Our Senior Unsecured Notes are summarized in the table below (in millions, except for interest rates):
 
Outstanding at December 31,
 
Weighted Average
Effective Interest Rates
(1)
 
2015
 
2014
 
2015
 
2014
2023 Senior Unsecured Notes
$
1,250

 
$
1,250

 
5.6
%
 
5.6
%
2024 Senior Unsecured Notes
650

 

 
5.7

 

2025 Senior Unsecured Notes
1,550

 
1,550

 
5.9

 
5.9

Total Senior Unsecured Notes
$
3,450

 
$
2,800

 
 
 
 
____________
(1)
Our weighted average interest rate calculation includes the amortization of deferred financing costs.
In February 2015, we issued $650 million in aggregate principal amount of 5.5% senior unsecured notes due 2024 in a public offering. The 2024 Senior Unsecured Notes bear interest at 5.5% per annum with interest payable semi-annually on February 1 and August 1 of each year, beginning on August 1, 2015. The 2024 Senior Unsecured Notes were issued at par, mature on February 1, 2024 and contain substantially similar covenant, qualifications, exceptions and limitations as our 2023 Senior Unsecured Notes and 2025 Senior Unsecured Notes. We used the net proceeds received from the issuance of our 2024 Senior Unsecured Notes to replenish cash on hand used for the acquisition of Fore River Energy Center in the fourth quarter of 2014, to repurchase approximately $147 million of our 2023 First Lien Notes and for general corporate purposes. During the first quarter of 2015, we recorded approximately $9 million in deferred financing costs related to the issuance of our 2024 Senior Unsecured Notes and approximately $19 million in debt extinguishment costs related to the partial repurchase of our 2023 First Lien Notes.
On July 22, 2014, we issued $1.25 billion in aggregate principal amount of 5.375% senior unsecured notes due 2023 and $1.55 billion in aggregate principal amount of 5.75% senior unsecured notes due 2025 in a public offering. The 2023 Senior Unsecured Notes bear interest at 5.375% per annum and the 2025 Senior Unsecured Notes bear interest at 5.75% per annum, in each case payable semi-annually on April 15 and October 15 of each year, beginning on April 15, 2015. The 2023 Senior Unsecured Notes mature on January 15, 2023 and the 2025 Senior Unsecured Notes mature on January 15, 2025. Our Senior Unsecured Notes were issued at par.
Our Senior Unsecured Notes are:
general unsecured obligations of Calpine;
rank equally in right of payment with all of Calpine’s existing and future senior indebtedness;
effectively subordinated to Calpine’s secured indebtedness to the extent of the value of the collateral securing such indebtedness;
structurally subordinated to any existing and future indebtedness and other liabilities of Calpine’s subsidiaries; and
senior in right of payment to any of Calpine’s subordinated indebtedness.
We used the net proceeds received from the issuance of our 2023 Senior Unsecured Notes and 2025 Senior Unsecured Notes, together with cash on hand, to repurchase our outstanding 2019 First Lien Notes, 2020 First Lien Notes and 2021 First Lien Notes during the third quarter of 2014. We recorded approximately $42 million in deferred financing costs and approximately $340 million in debt extinguishment costs during the third quarter of 2014 related to the repayment of our 2019 First Lien Notes, 2020 First Lien Notes and 2021 First Lien Notes.

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First Lien Term Loans
Our First Lien Term Loans are summarized in the table below (in millions, except for interest rates):
 
Outstanding at December 31,
 
Weighted Average
Effective Interest Rates (1)
 
2015
 
2014
 
2015
 
2014
2018 First Lien Term Loans
$

 
$
1,597

 
%
 
4.3
%
2019 First Lien Term Loan
808

 
816

 
4.4

 
4.4

2020 First Lien Term Loan
382

 
386

 
4.3

 
4.3

2022 First Lien Term Loan
1,584

 

 
3.7

 

2023 First Lien Term Loan
544

 

 
4.5

 

Total First Lien Term Loans
$
3,318

 
$
2,799

 
 
 
 
____________
(1)
Our weighted average interest rate calculation includes the amortization of deferred financing costs and debt discount.
Our First Lien Term Loans provide for senior secured term loan facilities and bear interest, at our option, at either (i) the base rate, equal to the higher of the Federal Funds effective rate plus 0.5% per annum or the Prime Rate (as such terms are defined in the First Lien Term Loans credit agreements), plus an applicable margin of 2.0% , or (ii) LIBOR plus an applicable margin of 3.0% per annum subject to a LIBOR floor of 1.0% . An aggregate amount equal to 0.25% of the aggregate principal amount of the First Lien Term Loans will be payable at the end of each quarter with the remaining balance payable on the maturity date. The First Lien Term Loans are subject to certain qualifications and exceptions, similar to our First Lien Notes. The 2019 First Lien Term Loan and 2020 First Lien Term Loan carries substantially the same terms as the 2018 First Lien Term Loans and matures on October 9, 2019 and October 31, 2020, respectively.
On May 28, 2015, we entered into our $1.6 billion 2022 First Lien Term Loan. We used the net proceeds received, together with operating cash on hand, to repay the 2018 First Lien Term Loans. The 2022 First Lien Term Loan matures on May 27, 2022 and bears interest, at our option, at either (i) the base rate, equal to the highest of (a) the Federal Funds effective rate plus 0.5% per annum, (b) the Prime Rate or (c) the Eurodollar rate for a one month interest period plus 1.0% (in each case, as such terms are defined in the 2022 First Lien Term Loan credit agreement), plus an applicable margin of 1.75% , or (ii) LIBOR plus 2.75% per annum subject to a LIBOR floor of 0.75% . An aggregate amount equal to 0.25% of the aggregate principal amount of the 2022 First Lien Term Loan is payable at the end of each quarter commencing in September 2015. The 2022 First Lien Term Loan contains substantially similar covenants, qualifications, exceptions and limitations as the First Lien Term Loans and First Lien Notes.
We accounted for this transaction as a debt modification rather than an extinguishment of debt and, accordingly, did not record any debt extinguishment costs associated with the repayment of our 2018 First Lien Term Loans. However, in accordance with the accounting guidance for debt modification and extinguishment, we recorded approximately $13 million in debt modification costs associated with issuance costs and approximately $6 million in deferred financing costs related to the 2022 First Lien Term Loan during the second quarter of 2015.
On December 15, 2015, we entered into our $550 million 2023 First Lien Term Loan. We utilized $325 million of the proceeds received, together with cash on hand, to purchase Granite Ridge Energy Center. We intend to use the remaining proceeds to repay project and corporate debt and for general corporate purposes. The 2023 First Lien Term Loan matures on January 15, 2023 and carries substantially similar terms as the 2019 First Lien Term Loan and 2020 First Lien Term Loan. During the fourth quarter of 2015, we recorded approximately $12 million in deferred financing costs related to the issuance of our 2023 First Lien Term Loan.

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First Lien Notes
Our First Lien Notes are summarized in the table below (in millions, except for interest rates):
 
Outstanding at December 31,
 
Weighted Average
Effective Interest Rates
(2)
 
2015
 
2014
 
2015
 
2014
2022 First Lien Notes
$
746

 
$
745

 
6.3
%
 
6.3
%
2023 First Lien Notes (1)
573

 
840

 
8.0

 
8.0

2024 First Lien Notes
490

 
490

 
6.0

 
6.0

Total First Lien Notes
$
1,809

 
$
2,075

 
 
 
 
____________
(1)
On February 3, 2015, we repurchased approximately $147 million of our 2023 First Lien Notes with the proceeds from our 2024 Senior Unsecured Notes, as described in further detail above. In December 2015, we used cash on hand to redeem 10% of the original aggregate principal amount of our 2023 First Lien Notes, plus accrued and unpaid interest. During the fourth quarter of 2015, we recorded approximately $7 million in debt extinguishment costs related to the partial repurchase of our 2023 First Lien Notes.
(2)
Our weighted average interest rate calculation includes the amortization of deferred financing costs and debt discount.
Our First Lien Notes are secured equally and ratably with indebtedness incurred under our First Lien Term Loans and Corporate Revolving Facility, subject to certain exceptions and permitted liens, on substantially all of our and certain of the guarantors’ existing and future assets. Additionally, our First Lien Notes rank equally in right of payment with all of our and the guarantors’ other existing and future senior indebtedness, and will be effectively subordinated in right of payment to all existing and future liabilities of our subsidiaries that do not guarantee our First Lien Notes.
Subject to certain qualifications and exceptions, our First Lien Notes will, among other things, limit our ability and the ability of the guarantors to:
incur or guarantee additional first lien indebtedness;
enter into certain types of commodity hedge agreements that can be secured by first lien collateral;
enter into sale and leaseback transactions;
create or incur liens; and
consolidate, merge or transfer all or substantially all of our assets and the assets of our restricted subsidiaries on a combined basis.
Project Financing, Notes Payable and Other
The components of our project financing, notes payable and other are (in millions, except for interest rates):
 
Outstanding at
December 31,
 
Weighted Average
Effective Interest Rates (1)
 
2015
 
2014
 
2015
 
2014
Russell City due 2023
$
534

 
$
591

 
7.5
%
 
6.2
%
Steamboat due 2019 (2)
454

 
407

 
6.7

 
6.9

OMEC due 2019
315

 
325

 
6.9

 
6.9

Los Esteros due 2023
249

 
275

 
2.9

 
3.1

Pasadena (3)
107

 
122

 
8.9

 
8.9

Bethpage Energy Center 3 due 2020-2025 (4)
75

 
82

 
7.0

 
7.0

Other
11

 
8

 

 

Total
$
1,745

 
$
1,810

 
 
 
 
_____________
(1)
Our weighted average interest rate calculation includes the amortization of deferred financing costs and debt discount.

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(2)
We refinanced and upsized our Steamboat project debt during the fourth quarter of 2015 which lowered the interest rate and extended the maturity to November 22, 2019.
(3)
Represents a failed sale-leaseback transaction that is accounted for as financing transaction under U.S. GAAP.
(4)
Represents a weighted average of first and second lien loans for the weighted average effective interest rates.
Our project financings are collateralized solely by the capital stock or partnership interests, physical assets, contracts and/or cash flows attributable to the entities that own the power plants. The lenders’ recourse under these project financings is limited to such collateral.
CCFC Term Loans
Our CCFC Term Loans are summarized in the table below (in millions, except for interest rates):
 
Outstanding at December 31,
 
Weighted Average
Effective Interest Rates (1)
 
2015
 
2014
 
2015
 
2014
CCFC Term Loans
$
1,580

 
$
1,596

 
3.4
%
 
3.4
%
____________
(1)
Our weighted average interest rate calculation includes the amortization of deferred financing costs and debt discount.
On May 3, 2013, CCFC entered into a credit agreement providing for a first lien senior secured term loan facility comprised of (i) a $900 million 7 -year term loan and (ii) a $300 million 8.5 -year term loan. The CCFC Term Loans bear interest, at CCFC’s option, at either (i) the Base Rate, equal to the higher of the Federal Funds Effective Rate plus 0.50% per annum or the Prime Rate (as such terms are defined in the Credit Agreement), plus an applicable margin of (a) 1.25% per annum with respect to the 7 -year term loan and (b) 1.50% per annum with respect to the 8.5 -year term loan, or (ii) LIBOR plus (a) 2.25% per annum with respect to the 7 -year term loan and (b) 2.50% per annum with respect to the 8.5 -year term loan (in each case subject to a LIBOR floor of 0.75% ). The term loans were offered to investors at an issue price equal to 99.75% of face value.
An amount equal to 0.25% of the aggregate principal amount of the CCFC Term Loans are payable at the end of each quarter commencing in September 2013, with the remaining balance payable on the relevant maturity date (May 3, 2020 with respect to the 7 -year term loan and January 31, 2022 with respect to the 8.5 -year term loan). CCFC may elect from time to time to convert all or a portion of the CCFC Term Loans from LIBOR loans to Base Rate loans or vice versa. In addition, CCFC may at any time, and from time to time, prepay the term loans, in whole or in part, without premium or penalty, upon irrevocable notice to the administrative agent.
In February 2014, we executed an amendment to the credit agreement associated with the CCFC Term Loans, which allowed us to issue $425 million in incremental CCFC Term Loans to fund a portion of the purchase price paid in connection with the closing of our acquisition of Guadalupe Energy Center on February 26, 2014. Guadalupe Energy Center was purchased by Calpine Guadalupe GP, LLC, a wholly-owned subsidiary of CCFC. The incremental term loans carry substantially the same terms and conditions as the $300 million in aggregate principal amount of CCFC Term Loans issued in June 2013. The incremental term loans were offered to investors at an issue price equal to 98.75% of face value.
The CCFC Term Loans are secured by certain real and personal property of CCFC consisting primarily of seven natural gas-fired power plants. The CCFC Term Loans are not guaranteed by Calpine Corporation and are without recourse to Calpine Corporation or any of our non-CCFC subsidiaries or assets; however, CCFC generates the majority of its cash flows from an intercompany tolling agreement with Calpine Energy Services, L.P. and has various service agreements in place with other subsidiaries of Calpine Corporation.

126



Capital Lease Obligations
The following is a schedule by year of future minimum lease payments under capital leases and a failed sale-leaseback transaction related to our Pasadena Power Plant together with the present value of the net minimum lease payments as of December 31, 2015 (in millions):
 
Sale-Leaseback Transactions (1)
 
Capital Lease
 
Total
2016
$
25

 
$
42

 
$
67

2017
17

 
41

 
58

2018
21

 
39

 
60

2019
21

 
22

 
43

2020
21

 
20

 
41

Thereafter
63

 
137

 
200

Total minimum lease payments
168

 
301

 
469

Less: Amount representing interest
61

 
114

 
175

Present value of net minimum lease payments
$
107

 
$
187

 
$
294

____________
(1)
Amounts are accounted for as financing transactions under U.S. GAAP and are included in our project financing, notes payable and other amounts above.
The primary types of property leased by us are power plants and related equipment. The leases generally provide for the lessee to pay taxes, maintenance, insurance, and certain other operating costs of the leased property. The remaining lease terms range up to 36 years (including lease renewal options). Some of the lease agreements contain customary restrictions on dividends up to Calpine Corporation, additional debt and further encumbrances similar to those typically found in project financing agreements. At December 31, 2015 and 2014 , the asset balances for the leased assets totaled approximately $877 million and $933 million with accumulated amortization of $390 million and $395 million , respectively. Amortization of assets under capital leases is recorded in depreciation and amortization expense on our Consolidated Statements of Operations. See Note 15 for discussion of capital leases guaranteed by Calpine Corporation.
Corporate Revolving Facility and Other Letters of Credit Facilities
The table below represents amounts issued under our letter of credit facilities at December 31, 2015 and 2014 (in millions):
 
2015
 
2014
Corporate Revolving Facility
$
316

 
$
223

CDHI
241

 
214

Various project financing facilities
198

 
207

Total
$
755

 
$
644

On February 8, 2016, we amended our Corporate Revolving Facility, extending the maturity by two years to June 27, 2020, and increasing the capacity by an additional $178 million to $1,678 million through June 27, 2018, reverting back to $1,520 million through the maturity date. Further, we increased the letter of credit sublimit by $250 million to $1.0 billion and extended the maturity by two years to June 27, 2020.
The Corporate Revolving Facility represents our primary revolving facility. Borrowings under the Corporate Revolving Facility bear interest, at our option, at either a base rate or LIBOR rate. Base rate borrowings shall be at the base rate, plus an applicable margin ranging from 1.00% to 1.25% as provided in the Corporate Revolving Facility credit agreement. Base rate is defined as the higher of (i) the Federal Funds Effective Rate, as published by the Federal Reserve Bank of New York, plus 0.50% and (ii) the rate the administrative agent announces from time to time as its prime per annum rate. LIBOR rate borrowings shall be at the British Bankers’ Association Interest Settlement Rates for the interest period as selected by us as a one , two , three , six or, if agreed by all relevant lenders, nine or twelve month interest period, plus an applicable margin ranging from 2.00% to 2.25% . Interest payments are due on the last business day of each calendar quarter for base rate loans and the earlier of (i) the last day of the interest period selected or (ii) each day that is three months (or a whole multiple thereof) after the first day for the interest period selected for LIBOR rate loans. Letter of credit fees for issuances of letters of credit include fronting fees equal to that percentage per annum as may be separately agreed upon between us and the issuing lenders and a participation fee for the lenders

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equal to the applicable interest margin for LIBOR rate borrowings. Drawings under letters of credit shall be repaid within two business days or be converted into borrowings as provided in the Corporate Revolving Facility credit agreement. We incur an unused commitment fee ranging from 0.25% to 0.50% on the unused amount of commitments under the Corporate Revolving Facility.
The Corporate Revolving Facility does not contain any requirements for mandatory prepayments, except in the case of certain designated asset sales in excess of $3.0 billion in the aggregate. However, we may voluntarily repay, in whole or in part, the Corporate Revolving Facility, together with any accrued but unpaid interest, with prior notice and without premium or penalty. Amounts repaid may be reborrowed, and we may also voluntarily reduce the commitments under the Corporate Revolving Facility without premium or penalty.
The Corporate Revolving Facility is guaranteed and secured by certain of our current domestic subsidiaries and will also be additionally guaranteed by our future domestic subsidiaries that are required to provide such a guarantee in accordance with the terms of the Corporate Revolving Facility. The Corporate Revolving Facility ranks equally in right of payment with all of our and the guarantors’ other existing and future senior indebtedness and will be effectively subordinated in right of payment to all existing and future liabilities of our subsidiaries that do not guarantee the Corporate Revolving Facility. The Corporate Revolving Facility also requires compliance with financial covenants that include a minimum cash interest coverage ratio and a maximum net leverage ratio.
CDHI
We have a $ 300 million letter of credit facility related to CDHI. During the first quarter of 2014, we amended our CDHI letter of credit facility to lower our fees and extend the maturity to January 2, 2018.
Fair Value of Debt
We record our debt instruments based on contractual terms, net of any applicable premium or discount. The following table details the fair values and carrying values of our debt instruments at December 31, 2015 and 2014 (in millions):
 
2015
 
2014
 
Fair Value
 
Carrying
Value
 
Fair Value
 
Carrying
Value
Senior Unsecured Notes
$
3,063

 
$
3,450

 
$
2,832

 
$
2,800

First Lien Term Loans
3,197

 
3,318

 
2,769

 
2,799

First Lien Notes
1,885

 
1,809

 
2,247

 
2,075

Project financing, notes payable and other (1)
1,653

 
1,638

 
1,734

 
1,688

CCFC Term Loans
1,494

 
1,580

 
1,540

 
1,596

Total
$
11,292

 
$
11,795

 
$
11,122

 
$
10,958

____________
(1)
Excludes a lease that is accounted for as a failed sale-leaseback transaction under U.S. GAAP.
We measure the fair value of our Senior Unsecured Notes, First Lien Term Loans, First Lien Notes and CCFC Term Loans using market information, including quoted market prices or dealer quotes for the identical liability when traded as an asset (categorized as level 2). We measure the fair value of our project financing, notes payable and other debt instruments using discounted cash flow analyses based on our current borrowing rates for similar types of borrowing arrangements (categorized as level 3). We do not have any debt instruments with fair value measurements categorized as level 1 within the fair value hierarchy.
7.
Assets and Liabilities with Recurring Fair Value Measurements
Cash Equivalents — Highly liquid investments which meet the definition of cash equivalents, primarily investments in money market accounts, are included in both our cash and cash equivalents and our restricted cash on our Consolidated Balance Sheets. Certain of our money market accounts invest in U.S. Treasury securities or other obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities. Our cash equivalents are classified within level 1 of the fair value hierarchy.
Margin Deposits and Margin Deposits Posted with Us by Our Counterparties — Margin deposits and margin deposits posted with us by our counterparties represent cash collateral paid between our counterparties and us to support our commodity contracts. Our margin deposits and margin deposits posted with us by our counterparties are generally cash and cash equivalents and are classified within level 1 of the fair value hierarchy.

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Derivatives  — The primary factors affecting the fair value of our derivative instruments at any point in time are the volume of open derivative positions (MMBtu, MWh and $ notional amounts); changing commodity market prices, primarily for power and natural gas; our credit standing and that of our counterparties for energy commodity derivatives; and prevailing interest rates for our interest rate swaps. Prices for power and natural gas and interest rates are volatile, which can result in material changes in the fair value measurements reported in our financial statements in the future.
We utilize market data, such as pricing services and broker quotes, and assumptions that we believe market participants would use in pricing our assets or liabilities including assumptions about the risks inherent to the inputs in the valuation technique. These inputs can be either readily observable, market corroborated or generally unobservable. The market data obtained from broker pricing services is evaluated to determine the nature of the quotes obtained and, where accepted as a reliable quote, used to validate our assessment of fair value. We use other qualitative assessments to determine the level of activity in any given market. We primarily apply the market approach and income approach for recurring fair value measurements and utilize what we believe to be the best available information. We utilize valuation techniques that seek to maximize the use of observable inputs and minimize the use of unobservable inputs. We classify fair value balances based on the observability of those inputs.
The fair value of our derivatives includes consideration of our credit standing, the credit standing of our counterparties and the impact of credit enhancements, if any. We have also recorded credit reserves in the determination of fair value based on our expectation of how market participants would determine fair value. Such valuation adjustments are generally based on market evidence, if available, or our best estimate.
Our level 1 fair value derivative instruments primarily consist of power and natural gas swaps, futures and options traded on the NYMEX or Intercontinental Exchange.
Our level 2 fair value derivative instruments primarily consist of interest rate swaps and OTC power and natural gas forwards for which market-based pricing inputs are observable. Generally, we obtain our level 2 pricing inputs from market sources such as the Intercontinental Exchange and Bloomberg. To the extent we obtain prices from brokers in the marketplace, we have procedures in place to ensure that prices represent executable prices for market participants. In certain instances, our level 2 derivative instruments may utilize models to measure fair value. These models are industry-standard models that incorporate various assumptions, including quoted interest rates, correlation, volatility, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace.
Our level 3 fair value derivative instruments may consist of OTC power and natural gas forwards and options where pricing inputs are unobservable, as well as other complex and structured transactions. Complex or structured transactions are tailored to our customers’ needs and can introduce the need for internally-developed model inputs which might not be observable in or corroborated by the market. When such inputs have a significant impact on the measurement of fair value, the instrument is categorized in level 3. Our valuation models may incorporate historical correlation information and extrapolate available broker and other information to future periods. OTC options are valued using industry-standard models, including the Black-Scholes option-pricing model. At each balance sheet date, we perform an analysis of all instruments subject to fair value measurement and include in level 3 all of those whose fair value is based on significant unobservable inputs.

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Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect our estimate of the fair value of our assets and liabilities and their placement within the fair value hierarchy levels. The following tables present our financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2015 and 2014 , by level within the fair value hierarchy:
 
Assets and Liabilities with Recurring Fair Value Measures as of December 31, 2015
 
Level 1    
 
Level 2    
 
Level 3    
 
Total    
 
(in millions)
Assets:
 
 
 
 
 
 
 
Cash equivalents (1)
$
1,083

 
$

 
$

 
$
1,083

Margin deposits
89

 

 

 
89

Commodity instruments:
 
 
 
 
 
 
 
Commodity exchange traded futures and swaps contracts
1,736

 

 

 
1,736

Commodity forward contracts (2)

 
220

 
54

 
274

Interest rate swaps

 
1

 

 
1

Total assets
$
2,908

 
$
221

 
$
54

 
$
3,183

Liabilities:
 
 
 
 
 
 
 
Margin deposits posted with us by our counterparties
$
35

 
$

 
$

 
$
35

Commodity instruments:
 
 
 
 
 
 
 
Commodity exchange traded futures and swaps contracts
1,604

 

 

 
1,604

Commodity forward contracts (2)

 
413

 
100

 
513

Interest rate swaps

 
90

 

 
90

Total liabilities
$
1,639

 
$
503

 
$
100

 
$
2,242

 
Assets and Liabilities with Recurring Fair Value Measures as of December 31, 2014
 
Level 1    
 
Level 2    
 
Level 3    
 
Total    
 
(in millions)
Assets:
 
 
 
 
 
 
 
Cash equivalents (1)
$
896

 
$

 
$

 
$
896

Margin deposits
96

 

 

 
96

Commodity instruments:
 
 
 
 
 
 
 
Commodity exchange traded futures and swaps contracts
2,134

 

 

 
2,134

Commodity forward contracts (2)

 
195

 
164

 
359

Interest rate swaps

 
4

 

 
4

Total assets
$
3,126

 
$
199

 
$
164

 
$
3,489

Liabilities:
 
 
 
 
 
 
 
Margin deposits posted with us by our counterparties
$
47

 
$

 
$

 
$
47

Commodity instruments:
 
 
 
 
 
 
 
Commodity exchange traded futures and swaps contracts
1,870

 

 

 
1,870

Commodity forward contracts (2)

 
163

 
79

 
242

Interest rate swaps

 
114

 

 
114

Total liabilities
$
1,917

 
$
277

 
$
79

 
$
2,273

___________
(1)
As of December 31, 2015 and 2014 , we had cash equivalents of $880 million and $679 million included in cash and cash equivalents and $203 million and $217 million included in restricted cash, respectively.

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(2)
Includes OTC swaps and options.
At December 31, 2015 and 2014 , the derivative instruments classified as level 3 primarily included commodity contracts, which are classified as level 3 because the contract terms relate to a delivery location or tenor for which observable market rate information is not available. The fair value of the net derivative position classified as level 3 is predominantly driven by market commodity prices. The following table presents quantitative information for the unobservable inputs used in our most significant level 3 fair value measurements at December 31, 2015 and 2014 :
 
 
Quantitative Information about Level 3 Fair Value Measurements
 
 
December 31, 2015
 
 
Fair Value, Net Asset
 
 
 
Significant Unobservable
 
 
 
 
(Liability)
 
Valuation Technique
 
Input
 
Range
 
 
(in millions)
 
 
 
 
 
 
Power Contracts
 
$
(54
)
 
Discounted cash flow
 
Market price (per MWh)
 
$6.72 — $83.25/MWh
Power Congestion Products
 
$
8

 
Discounted cash flow
 
Market price (per MWh)
 
$(11.47) — $12.19/MWh
 
 
Quantitative Information about Level 3 Fair Value Measurements
 
 
December 31, 2014
 
 
Fair Value, Net Asset
 
 
 
Significant Unobservable
 
 
 
 
(Liability)
 
Valuation Technique
 
Input
 
Range
 
 
(in millions)
 
 
 
 
 
 
Power Contracts
 
$
74

 
Discounted cash flow
 
Market price (per MWh)
 
$14.00 — $122.79/MWh
Natural Gas Contracts
 
$
5

 
Discounted cash flow
 
Market price (per MMBtu)
 
$1.00 — $10.86/MMBtu
Power Congestion Products
 
$
9

 
Discounted cash flow
 
Market price (per MWh)
 
$(19.56) — $19.56/MWh
The following table sets forth a reconciliation of changes in the fair value of our net derivative assets (liabilities) classified as level 3 in the fair value hierarchy for the years ended December 31, 2015 , 2014 and 2013 (in millions):
 
2015
 
2014
 
2013
Balance, beginning of period
$
85

 
$
14

 
$
16

Realized and mark-to-market gains (losses):
 
 
 
 
 
Included in net income:
 
 
 
 
 
Included in operating revenues (1)
218

 
70

 
5

Included in fuel and purchased energy expense (2)
(7
)
 
5

 

Purchases, issuances and settlements:
 
 
 
 
 
Purchases
(70
)
 
6

 
6

Issuances

 

 
(2
)
Settlements
(29
)
 
(10
)
 
(11
)
Transfers in and/or out of level 3 (3) :
 
 
 
 
 
Transfers into level 3 (4)

 

 

Transfers out of level 3 (5)
(243
)
 

 

Balance, end of period
$
(46
)
 
$
85

 
$
14

Change in unrealized gains relating to instruments still held at end of period
$
211

 
$
75

 
$
5

___________
(1)
For power contracts and other power-related products, included on our Consolidated Statements of Operations.
(2)
For natural gas contracts, swaps and options, included on our Consolidated Statements of Operations.
(3)
We transfer amounts among levels of the fair value hierarchy as of the end of each period. There were no transfers into or out of level 1 during the years ended December 31, 2015 , 2014 and 2013 .

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(4)
There were no transfers out of level 2 into level 3 for the years ended December 31, 2015 , 2014 and 2013 .
(5)
We had $4 million in gains transferred out of level 3 into level 2 during the year ended December 31, 2015 due to changes in market liquidity in various power markets and $239 million in gains transferred out of level 3 during the year ended December 31, 2015 to other assets following the election of the normal purchase normal sales exemption and the discontinuance of derivative accounting treatment as of the date of this election. There were no transfers out of level 3 for the years ended December 31, 2014 and 2013 .
8.
Derivative Instruments
Types of Derivative Instruments and Volumetric Information
Commodity Instruments  — We are exposed to changes in prices for the purchase and sale of power, natural gas, fuel oil, environmental products and other energy commodities. We use derivatives, which include physical commodity contracts and financial commodity instruments such as OTC and exchange traded swaps, futures, options, forward agreements and instruments that settle on the power price to natural gas price relationships (Heat Rate swaps and options) or instruments that settle on power price relationships between delivery points for the purchase and sale of power and natural gas to attempt to maximize the risk-adjusted returns by economically hedging a portion of the commodity price risk associated with our assets. By entering into these transactions, we are able to economically hedge a portion of our Spark Spread at estimated generation and prevailing price levels.
We also engage in limited trading activities related to our commodity derivative portfolio as authorized by our Board of Directors and monitored by our Chief Risk Officer and Risk Management Committee of senior management. These transactions are executed primarily for the purpose of providing improved price and price volatility discovery, greater market access, and profiting from our market knowledge, all of which benefit our asset hedging activities. Our trading gains and losses were not material for the years ended December 31, 2015 , 2014 and 2013.
Interest Rate Swaps  — A portion of our debt is indexed to base rates, primarily LIBOR. We have historically used interest rate swaps to adjust the mix between fixed and floating rate debt to hedge our interest rate risk for potential adverse changes in interest rates. As of December 31, 2015 , the maximum length of time over which we were hedging using interest rate derivative instruments designated as cash flow hedges was 8 years.
As of December 31, 2015 and 2014 , the net forward notional buy (sell) position of our outstanding commodity and interest rate swap contracts that did not qualify or were not designated under the normal purchase normal sale exemption were as follows (in millions):
Derivative Instruments
 
Notional Amounts
 
2015
 
2014
Power (MWh)
 
(41
)
 
(62
)
Natural gas (MMBtu)
 
996

 
291

Environmental credits (Tonnes)
 
8

 

Interest rate swaps
 
$
1,320

 
$
1,431

Certain of our derivative instruments contain credit risk-related contingent provisions that require us to maintain collateral balances consistent with our credit ratings. If our credit rating were to be downgraded, it could require us to post additional collateral or could potentially allow our counterparty to request immediate, full settlement on certain derivative instruments in liability positions. Currently, we do not believe that it is probable that any additional collateral posted as a result of a one credit notch downgrade from its current level would be material. The aggregate fair value of our derivative liabilities with credit risk-related contingent provisions as of December 31, 2015 , was $36 million for which we have posted collateral of $8 million by posting margin deposits or granting additional first priority liens on the assets currently subject to first priority liens under our First Lien Notes, First Lien Term Loans and Corporate Revolving Facility. However, if our credit rating were downgraded by one notch from its current level, we estimate that additional collateral of $12 million would be required and that no counterparty could request immediate, full settlement.
Accounting for Derivative Instruments
We recognize all derivative instruments that qualify for derivative accounting treatment as either assets or liabilities and measure those instruments at fair value unless they qualify for, and we elect, the normal purchase normal sale exemption. For transactions in which we elect the normal purchase normal sale exemption, gains and losses are not reflected on our Consolidated Statements of Operations until the period of delivery. Revenues and expenses derived from instruments that qualified for hedge

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accounting or represent an economic hedge are recorded in the same financial statement line item as the item being hedged. Hedge accounting requires us to formally document, designate and assess the effectiveness of transactions that receive hedge accounting. We present the cash flows from our derivatives in the same category as the item being hedged (or economically hedged) within operating activities on our Consolidated Statements of Cash Flows unless they contain an other-than-insignificant financing element in which case their cash flows are classified within financing activities.
Cash Flow Hedges  — We only apply hedge accounting to our interest rate derivative instruments. We report the effective portion of the mark-to-market gain or loss on our interest rate swaps designated and qualifying as a cash flow hedging instrument as a component of OCI and reclassify such gains and losses into earnings in the same period during which the hedged forecasted transaction affects earnings. Gains and losses due to ineffectiveness on interest rate hedging instruments are recognized currently in earnings as a component of interest expense. If it is determined that the forecasted transaction is no longer probable of occurring, then hedge accounting will be discontinued prospectively and future changes in fair value are recorded in earnings. If the hedging instrument is terminated or de-designated prior to the occurrence of the hedged forecasted transaction, the net accumulated gain or loss associated with the changes in fair value of the hedge instrument remains deferred in AOCI until such time as the forecasted transaction impacts earnings or until it is determined that the forecasted transaction is probable of not occurring.
Derivatives Not Designated as Hedging Instruments  — We enter into power, natural gas, interest rate, environmental product and fuel oil transactions that primarily act as economic hedges to our asset and interest rate portfolio, but either do not qualify as hedges under the hedge accounting guidelines or qualify under the hedge accounting guidelines and the hedge accounting designation has not been elected. Changes in fair value of commodity derivatives not designated as hedging instruments are recognized currently in earnings and are separately stated on our Consolidated Statements of Operations in mark-to-market gain/loss as a component of operating revenues (for power and Heat Rate swaps and options) and fuel and purchased energy expense (for natural gas, power, environmental product and fuel oil contracts, swaps and options). Changes in fair value of interest rate derivatives not designated as hedging instruments are recognized currently in earnings as interest expense.
Derivatives Included on Our Consolidated Balance Sheets
The following tables present the fair values of our derivative instruments recorded on our Consolidated Balance Sheets by location and hedge type at December 31, 2015 and 2014 (in millions):
 
December 31, 2015
   
Commodity
Instruments
 
Interest Rate
Swaps
 
Total
Derivative
Instruments
Balance Sheet Presentation
 
 
 
 
 
Current derivative assets
$
1,698

 
$

 
$
1,698

Long-term derivative assets
312

 
1

 
313

Total derivative assets
$
2,010

 
$
1

 
$
2,011

 
 
 
 
 
 
Current derivative liabilities
$
1,697

 
$
37

 
$
1,734

Long-term derivative liabilities
420

 
53

 
473

Total derivative liabilities
$
2,117

 
$
90

 
$
2,207

Net derivative assets (liabilities)
$
(107
)
 
$
(89
)
 
$
(196
)


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December 31, 2014
 
Commodity
Instruments
 
Interest Rate
Swaps
 
Total
Derivative
Instruments
Balance Sheet Presentation
 
 
 
 
 
Current derivative assets
$
2,058

 
$

 
$
2,058

Long-term derivative assets
435

 
4

 
439

Total derivative assets
$
2,493

 
$
4

 
$
2,497

 
 
 
 
 
 
Current derivative liabilities
$
1,738

 
$
44

 
$
1,782

Long-term derivative liabilities
374

 
70

 
444

Total derivative liabilities
$
2,112

 
$
114

 
$
2,226

Net derivative assets (liabilities)
$
381

 
$
(110
)
 
$
271

 
 
December 31, 2015
 
December 31, 2014
 
Fair Value
of Derivative
Assets
 
Fair Value
of Derivative
Liabilities
 
Fair Value
of Derivative
Assets
 
Fair Value
of Derivative
Liabilities
Derivatives designated as cash flow hedging instruments:
 
 
 
 
 
 
 
Interest rate swaps
$
1

 
$
92

 
$
4

 
$
112

Total derivatives designated as cash flow hedging instruments
$
1

 
$
92

 
$
4

 
$
112

 
 
 
 
 
 
 
 
Derivatives not designated as hedging instruments:
 
 
 
 
 
 
 
Commodity instruments
$
2,010

 
$
2,117

 
$
2,493

 
$
2,112

Interest rate swaps

 
(2
)
 

 
2

Total derivatives not designated as hedging instruments
$
2,010

 
$
2,115

 
$
2,493

 
$
2,114

Total derivatives
$
2,011

 
$
2,207

 
$
2,497

 
$
2,226

We elected not to offset fair value amounts recognized as derivative instruments on our Consolidated Balance Sheets that are executed with the same counterparty under master netting arrangements or other contractual netting provisions negotiated with the counterparty. Our netting arrangements include a right to set off or net together purchases and sales of similar products in the margining or settlement process. In some instances, we have also negotiated cross commodity netting rights which allow for the net presentation of activity with a given counterparty regardless of product purchased or sold. We also post cash collateral in support of our derivative instruments which may also be subject to a master netting arrangement with the same counterparty.
The tables below set forth our net exposure to derivative instruments after offsetting amounts subject to a master netting arrangement with the same counterparty at December 31, 2015 and 2014 (in millions):

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December 31, 2015
 
 
Gross Amounts Not Offset on the Consolidated Balance Sheets
 
 
Gross Amounts Presented on our Consolidated Balance Sheets
 
Derivative Asset (Liability) not Offset on the Consolidated Balance Sheets
 
Margin/Cash (Received) Posted  (1)
 
Net Amount
Derivative assets:
 
 
 
 
 
 
 
 
Commodity exchange traded futures and swaps contracts
 
$
1,736

 
$
(1,602
)
 
$
(134
)
 
$

Commodity forward contracts
 
274

 
(202
)
 
(3
)
 
69

Interest rate swaps
 
1

 

 

 
1

Total derivative assets
 
$
2,011

 
$
(1,804
)
 
$
(137
)
 
$
70

Derivative (liabilities):
 
 
 
 
 
 
 
 
Commodity exchange traded futures and swaps contracts
 
$
(1,604
)
 
$
1,602

 
$
2

 
$

Commodity forward contracts
 
(513
)
 
202

 
3

 
(308
)
Interest rate swaps
 
(90
)
 

 

 
(90
)
Total derivative (liabilities)
 
$
(2,207
)
 
$
1,804

 
$
5

 
$
(398
)
Net derivative assets (liabilities)
 
$
(196
)
 
$

 
$
(132
)
 
$
(328
)
 
 
December 31, 2014
 
 
Gross Amounts Not Offset on the Consolidated Balance Sheets
 
 
Gross Amounts Presented on our Consolidated Balance Sheets
 
Derivative Asset (Liability) not Offset on the Consolidated Balance Sheets
 
Margin/Cash (Received) Posted  (1)
 
Net Amount
Derivative assets:
 
 
 
 
 
 
 
 
Commodity exchange traded futures and swaps contracts
 
$
2,134

 
$
(1,865
)
 
$
(269
)
 
$

Commodity forward contracts
 
359

 
(222
)
 

 
137

Interest rate swaps
 
4

 

 

 
4

Total derivative assets
 
$
2,497

 
$
(2,087
)
 
$
(269
)
 
$
141

Derivative (liabilities):
 
 
 
 
 
 
 
 
Commodity exchange traded futures and swaps contracts
 
$
(1,870
)
 
$
1,865

 
$
5

 
$

Commodity forward contracts
 
(242
)
 
222

 
10

 
(10
)
Interest rate swaps
 
(114
)
 

 

 
(114
)
Total derivative (liabilities)
 
$
(2,226
)
 
$
2,087

 
$
15

 
$
(124
)
Net derivative assets (liabilities)
 
$
271

 
$

 
$
(254
)
 
$
17

____________
(1)
Negative balances represent margin deposits posted with us by our counterparties related to our derivative activities that are subject to a master netting arrangement. Positive balances reflect margin deposits and natural gas and power prepayments posted by us with our counterparties related to our derivative activities that are subject to a master netting arrangement. See Note 9 for a further discussion of our collateral.
Derivatives Included on Our Consolidated Statements of Operations
Changes in the fair values of our derivative instruments (both assets and liabilities) are reflected either in cash for option premiums paid or collected, in OCI, net of tax, for the effective portion of derivative instruments which qualify for and we have elected cash flow hedge accounting treatment, or on our Consolidated Statements of Operations as a component of mark-to-market activity within our earnings.
The following tables detail the components of our total activity for both the net realized gain (loss) and the net mark-to-market gain (loss) recognized from our derivative instruments in earnings and where these components were recorded on our Consolidated Statements of Operations for the years ended December 31, 2015 , 2014 and 2013 (in millions):

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2015
 
2014
 
2013
Realized gain (loss) (1)(2)
 
 
 
 
 
Commodity derivative instruments
$
450

 
$
110

 
$
86

Total realized gain (loss)
$
450

 
$
110

 
$
86

 
 
 
 
 
 
Mark-to-market gain (loss) (3)
 
 
 
 
 
Commodity derivative instruments
$
(113
)
 
$
342

 
$
(14
)
Interest rate swaps
3

 
11

 
2

Total mark-to-market gain (loss)
$
(110
)
 
$
353

 
$
(12
)
Total activity, net
$
340

 
$
463

 
$
74

___________
(1)
Does not include the realized value associated with derivative instruments that settle through physical delivery.
(2)
Includes amortization of acquisition date fair value of derivative activity related the acquisition of Champion Energy.
(3)
In addition to changes in market value on derivatives not designated as hedges, changes in mark-to-market gain (loss) also includes de-designation of interest rate swap cash flow hedges and related reclassification from AOCI into earnings, hedge ineffectiveness and adjustments to reflect changes in credit default risk exposure.
 
2015
 
2014
 
2013
Realized and mark-to-market gain (loss)
 
 
 
 
 
Derivatives contracts included in operating revenues (1)
$
528

 
$
384

 
$
(119
)
Derivatives contracts included in fuel and purchased energy expense (1)
(191
)
 
68

 
191

Interest rate swaps included in interest expense
3

 
11

 
2

Total activity, net
$
340

 
$
463

 
$
74

___________
(1)
Does not include the realized value associated with derivative instruments that settle through physical delivery.
Derivatives Included in OCI and AOCI
The following table details the effect of our net derivative instruments that qualified for hedge accounting treatment and are included in OCI and AOCI for the years ended December 31, 2015 , 2014 and 2013 (in millions):
 
Gains (Loss) Recognized  in
OCI (Effective Portion)
 
Gain (Loss) Reclassified  from
AOCI into Income (Effective
Portion) (3)(4)
 
2015
 
2014
 
2013
 
2015
 
2014
 
2013
 
Affected Line Item on the Consolidated Statements of Operations
Interest rate swaps (1)(2)
$
23

 
$
(2
)
 
$
86

 
$
(47
)
 
$
(46
)
 
$
(51
)
 
Interest expense
____________
(1)
We did not record any material gain (loss) on hedge ineffectiveness related to our interest rate swaps designated as cash flow hedges during the years ended December 31, 2015 , 2014 and 2013 .
(2)
We recorded income tax expense of nil for each of the years ended December 31, 2015 and 2014 , and an income tax expense of $3 million for the year ended December 31, 2013 , in AOCI related to our cash flow hedging activities.
(3)
Cumulative cash flow hedge losses attributable to Calpine, net of tax, remaining in AOCI were $127 million , $149 million and $148 million at December 31, 2015 , 2014 and 2013 , respectively. Cumulative cash flow hedge losses attributable to the noncontrolling interest, net of tax, remaining in AOCI were $11 million , $ 12 million and $ 11 million at December 31, 2015 , 2014 and 2013 , respectively.
(4)
Includes losses of $10 million and $12 million that were reclassified from AOCI to interest expense for the years ended December 31, 2014 and 2013 , respectively, where the hedged transactions are no longer expected to occur.
We estimate that pre-tax net losses of $41 million would be reclassified from AOCI into interest expense during the next 12 months as the hedged transactions settle; however, the actual amounts that will be reclassified will likely vary based on changes

136



in interest rates. Therefore, we are unable to predict what the actual reclassification from AOCI into earnings (positive or negative) will be for the next 12 months.
9.
Use of Collateral
We use margin deposits, prepayments and letters of credit as credit support with and from our counterparties for commodity procurement and risk management activities. In addition, we have granted additional first priority liens on the assets currently subject to first priority liens under various debt agreements as collateral under certain of our power and natural gas agreements and certain of our interest rate swap agreements in order to reduce the cash collateral and letters of credit that we would otherwise be required to provide to the counterparties under such agreements. The counterparties under such agreements share the benefits of the collateral subject to such first priority liens pro rata with the lenders under our various debt agreements.
The table below summarizes the balances outstanding under margin deposits, natural gas and power prepayments, and exposure under letters of credit and first priority liens for commodity procurement and risk management activities as of December 31, 2015 and 2014 (in millions):
 
2015
 
2014
Margin deposits (1)
$
89

 
$
96

Natural gas and power prepayments
34

 
22

Total margin deposits and natural gas and power prepayments with our counterparties (2)
$
123

 
$
118

 
 
 
 
Letters of credit issued
$
600

 
$
450

First priority liens under power and natural gas agreements (3)
382

 
48

First priority liens under interest rate swap agreements
92

 
116

Total letters of credit and first priority liens with our counterparties
$
1,074

 
$
614

 
 
 
 
Margin deposits posted with us by our counterparties (1)(4)
$
35

 
$
47

Letters of credit posted with us by our counterparties
24

 
61

Total margin deposits and letters of credit posted with us by our counterparties
$
59

 
$
108

___________
(1)
Balances are subject to master netting arrangements and presented on a gross basis on our Consolidated Balance Sheets. We do not offset fair value amounts recognized for derivative instruments executed with the same counterparty under a master netting arrangement for financial statement presentation, and we do not offset amounts recognized for the right to reclaim, or the obligation to return, cash collateral with corresponding derivative instrument fair values. See Note 8 for further discussion of our derivative instruments subject to master netting arrangements.
(2)
At December 31, 2015 and 2014 , $101 million and $109 million , respectively, were included in margin deposits and other prepaid expense and $22 million and $9 million , respectively, were included in other assets on our Consolidated Balance Sheets.
(3)
Includes $345 million related to first priority liens under power supply contracts associated with our retail hedging activities.
(4)
Included in other current liabilities on our Consolidated Balance Sheets.
Future collateral requirements for cash, first priority liens and letters of credit may increase or decrease based on the extent of our involvement in hedging and optimization contracts, movements in commodity prices, and also based on our credit ratings and general perception of creditworthiness in our market.

137



10.
Income Taxes
Income Tax Expense (Benefit)
The jurisdictional components of income from continuing operations before income tax expense (benefit), attributable to Calpine, for the years ended December 31, 2015 , 2014 and 2013 , are as follows (in millions):
 
2015
 
2014
 
2013
U.S.
$
133

 
$
942

 
$
(13
)
International
26

 
26

 
29

Total
$
159

 
$
968

 
$
16

The components of income tax expense (benefit) from continuing operations for the years ended December 31, 2015 , 2014 and 2013 , consisted of the following (in millions):
 
2015
 
2014
 
2013
Current:
 
 
 
 
 
Federal
$
(1
)
 
$
(1
)
 
$
(2
)
State
10

 
19

 
(9
)
Foreign
2

 
(1
)
 
(1
)
Total current
11

 
17

 
(12
)
Deferred:
 
 
 
 
 
Federal
(21
)
 

 
1

State
1

 
(1
)
 
4

Foreign
(67
)
 
6

 
9

Total deferred
(87
)
 
5

 
14

Total income tax expense (benefit)
$
(76
)
 
$
22

 
$
2

For the years ended December 31, 2015 , 2014 and 2013 , our income tax rates did not bear a customary relationship to statutory income tax rates, primarily as a result of the impact of our NOLs, valuation allowances, state income taxes and changes in unrecognized tax benefits. A reconciliation of the federal statutory rate of 35% to our effective rate from continuing operations for the years ended December 31, 2015 , 2014 and 2013 , is as follows:
 
2015
 
2014
 
2013
Federal statutory tax expense (benefit) rate
35.0
 %
 
35.0
 %
 
35.0
 %
State tax expense (benefit), net of federal benefit
5.1

 
1.9

 
(69.8
)
Depletion in excess of basis

 
(0.3
)
 
(14.7
)
Valuation allowances against future tax benefits
(46.3
)
 
(35.8
)
 
89.8

Valuation allowance related to foreign taxes
(49.4
)
 

 
(19.8
)
Distributions from foreign affiliates and foreign taxes
3.1

 
1.2

 
(10.8
)
Intraperiod allocation

 

 
4.5

Change in unrecognized tax benefits
1.2

 
(0.4
)
 
(30.1
)
Disallowed compensation
3.1

 
0.1

 
11.7

Stock-based compensation
0.6

 
0.1

 
8.6

Lobbying contributions
0.5

 
0.1

 
3.3

Other differences
(0.7
)
 
0.4

 
4.8

Effective income tax expense (benefit) rate
(47.8
)%
 
2.3
 %
 
12.5
 %

138



Deferred Tax Assets and Liabilities
The components of deferred income taxes as of December 31, 2015 and 2014 , are as follows (in millions):
 
2015 (1)
 
2014
Deferred tax assets:
 
 
 
NOL and credit carryforwards
$
2,842

 
$
2,873

Taxes related to risk management activities and derivatives
53

 
61

Reorganization items and impairments
212

 
216

Foreign capital losses

 
16

Deferred tax assets before valuation allowance
3,107

 
3,166

Valuation allowance
(1,637
)
 
(1,836
)
Total deferred tax assets
1,470

 
1,330

Deferred tax liabilities:
 
 
 
Property, plant and equipment
(1,377
)
 
(1,305
)
Other differences
(3
)
 
(21
)
Total deferred tax liabilities
(1,380
)
 
(1,326
)
Net deferred tax asset
90

 
4

Less: Current portion deferred tax liability

 
(14
)
Less: Non-current deferred tax liability

 
(1
)
Deferred income tax asset, non-current
$
90

 
$
19

___________
(1)
We prospectively early adopted Accounting Standards Update 2015-17 during the fourth quarter of 2015 which requires the presentation of deferred tax assets and liabilities as non-current in our Consolidated Balance Sheet. See Note 2 for further information regarding the adoption of Accounting Standards Update 2015-17.
Intraperiod Tax Allocation — In accordance with U.S. GAAP, intraperiod tax allocation provisions require allocation of a tax expense (benefit) to continuing operations due to current OCI gains (losses) with a partial offsetting amount recognized in OCI. The intraperiod tax allocation included in continuing operations is not material for the years ended December 31, 2015, 2014 and 2013.
NOL Carryforwards  — As of December 31, 2015, our NOL carryforwards consisted primarily of federal NOL carryforwards of approximately $ 6.9 billion , which expire between 2024 and 2033 , and NOL carryforwards in 21 states and the District of Columbia totaling approximately $ 4.1 billion , which expire between 2016 and 2035 , substantially all of which are offset with a full valuation allowance. We also have approximately $ 655 million in foreign NOLs, which expire between 2026 and 2035 , of which a portion is offset with a valuation allowance. The NOL carryforwards available are subject to limitations on their annual usage. Under federal and applicable state income tax laws, a corporation is generally permitted to deduct from taxable income in any year NOLs carried forward from prior years subject to certain time limitations as prescribed by the taxing authorities.
Deferred tax assets relating to tax benefits of employee stock-based compensation do not reflect stock options exercised and restricted stock that vested between 2011 and 2015. Some stock option exercises and restricted stock vestings result in tax deductions in excess of previously recorded deferred tax benefits based on the equity award value at the grant date. Although these additional tax benefits or “windfalls” are reflected in NOL carryforwards pursuant to accounting for stock-based compensation under U.S. GAAP, the additional tax benefit associated with the windfall is not recognized until the deduction reduces taxes payable, which will not occur for Calpine until a future period. Accordingly, since the tax benefit does not reduce our current taxes payable for the years ended December 31, 2015 and 2014 due to NOL carryforwards, these windfall tax benefits are not reflected in our NOLs in deferred tax assets at December 31, 2015 and 2014 . The cumulative windfall balance included in federal and state NOL carryforwards, but not reflected in gross deferred tax assets as of December 31, 2015 and 2014 were $46 million and $37 million for federal, respectively, and $25 million and $21 million for state, respectively.
Income Tax Audits — We remain subject to periodic audits and reviews by taxing authorities; however, we do not expect these audits will have a material effect on our tax provision. Any NOLs we claim in future years to reduce taxable income could be subject to IRS examination regardless of when the NOLs occurred. Any adjustment of state or federal returns would likely result in a reduction of deferred tax assets rather than a cash payment of income taxes in tax jurisdictions where we have NOLs.

139



Valuation Allowance — U.S. GAAP requires that we consider all available evidence, both positive and negative, and tax planning strategies to determine whether, based on the weight of that evidence, a valuation allowance is needed to reduce the value of deferred tax assets. Future realization of the tax benefit of an existing deductible temporary difference or carryforward ultimately depends on the existence of sufficient taxable income of the appropriate character within the carryback or carryforward periods available under the tax law. Due to our history of losses, we were unable to assume future profits; however, we are able to consider available tax planning strategies.
As of December 31, 2015 , we have provided a valuation allowance of approximately $ 1.6 billion on certain federal, state and foreign tax jurisdiction deferred tax assets to reduce the amount of these assets to the extent necessary to result in an amount that is more likely than not to be realized. The net change in our valuation allowance was a decrease of $ 199 million for the year ended December 31, 2015 and $ 410 million for the year ended December 31, 2014 and an increase of $ 24 million for the year ended December 31, 2013 , respectively; all primarily related to income generated in these periods.
In the normal course of business, we evaluate our existing corporate structure and continue to simplify where possible. In 2015, we implemented such a reorganization that resulted in a release of approximately $69 million of valuation allowance against our NOLs; however, we do not anticipate the reorganization will have a material impact on our financial condition or cash flows.     
Unrecognized Tax Benefits
At December 31, 2015 , we had unrecognized tax benefits of $ 58 million . If recognized, $ 17 million of our unrecognized tax benefits could impact the annual effective tax rate and $ 41 million , related to deferred tax assets, could be offset against the recorded valuation allowance resulting in no impact to our effective tax rate. We had accrued interest and penalties of $ 12 million and $ 11 million for income tax matters at December 31, 2015 and 2014 , respectively. We recognize interest and penalties related to unrecognized tax benefits in income tax expense (benefit) on our Consolidated Statements of Operations and recorded $ 1 million, $ (2) million and $ (11) million for the years ended December 31, 2015 , 2014 and 2013 , respectively. We believe that it is reasonably possible that a decrease within the range of nil and $1 million in unrecognized tax benefits could occur within the next twelve months primarily related to foreign tax issues.
A reconciliation of the beginning and ending amounts of our unrecognized tax benefits for the years ended December 31, 2015 , 2014 and 2013 , is as follows (in millions):
 
2015
 
2014
 
2013
Balance, beginning of period
$
(56
)
 
$
(68
)
 
$
(92
)
Increases related to prior year tax positions

 
(4
)
 
(7
)
Decreases related to prior year tax positions
3

 
8

 
8

Increases related to current year tax positions
(5
)
 

 

Decreases related to settlements

 
8

 
10

Decrease related to lapse of statute of limitations

 

 
13

Balance, end of period
$
(58
)
 
$
(56
)
 
$
(68
)
11.
Earnings per Share
We include restricted stock units for which no future service is required as a condition to the delivery of the underlying common stock in our calculation of weighted average shares outstanding. Reconciliations of the amounts used in the basic and diluted earnings per common share computations for the years ended December 31, 2015 , 2014 and 2013 , are as follows (shares in thousands):
 
2015
 
2014
 
2013
Diluted weighted average shares calculation:
 
 
 
 
 
Weighted average shares outstanding (basic)
362,033

 
404,837

 
440,666

Share-based awards
2,853

 
4,523

 
4,107

Weighted average shares outstanding (diluted)
364,886

 
409,360

 
444,773


140



We excluded the following items from diluted earnings per common share for the years ended December 31, 2015 , 2014 and 2013 , because they were anti-dilutive (shares in thousands):
 
2015
 
2014
 
2013
Share-based awards
5,340

 
2,859

 
5,062

12.
Stock-Based Compensation
Calpine Equity Incentive Plans
The Calpine Equity Incentive Plans provide for the issuance of equity awards to all non-union employees as well as the non-employee members of our Board of Directors. The equity awards may include incentive or non-qualified stock options, restricted stock, restricted stock units, stock appreciation rights, performance compensation awards and other share-based awards. The equity awards granted under the Calpine Equity Incentive Plans include both graded and cliff vesting awards which vest over periods between one and five years, contain contractual terms between approximately five and ten years and are subject to forfeiture provisions under certain circumstances, including termination of employment prior to vesting. At December 31, 2015 , there were 567,000 and 40,533,000 shares of our common stock authorized for issuance to participants under the Director Plan and the Equity Plan, respectively. At December 31, 2015 , 149,088 shares and 12,499,779 shares remain available for future issuance under the Director Plan and the Equity Plan, respectively.
Equity Classified Share-Based Awards
We use the Black-Scholes option-pricing model or the Monte Carlo simulation model, as appropriate, to estimate the fair value of our employee stock options on the grant date, which takes into account the exercise price and expected term of the stock option, the current price of the underlying stock and its expected volatility, expected dividends on the stock and the risk-free interest rate for the expected term of the stock option as of the grant date. For our restricted stock and restricted stock units, we use our closing stock price on the date of grant, or the last trading day preceding the grant date for restricted stock granted on non-trading days, as the fair value for measuring compensation expense. Stock-based compensation expense is recognized over the period in which the related employee services are rendered. The service period is generally presumed to begin on the grant date and end when the equity award is fully vested. We use the graded vesting attribution method to recognize fair value of the equity award over the service period. For example, the graded vesting attribution method views one three -year restricted stock grant with annual graded vesting as three separate sub-grants, each representing 33 1/3% of the total number of shares of restricted stock granted. The first sub-grant vests over one year, the second sub-grant vests over two years and the third sub-grant vests over three years. A three -year restricted stock grant with cliff vesting is viewed as one grant vesting over three years.
Stock-based compensation expense recognized for our equity classified share-based awards was $ 31 million , $31 million and $34 million for the years ended December 31, 2015 , 2014 and 2013 , respectively. We did not record any significant tax benefits related to stock-based compensation expense in any period as we are not benefiting from a significant portion of our deferred tax assets, including deductions related to stock-based compensation expense. In addition, we did not capitalize any stock-based compensation expense as part of the cost of an asset for the years ended December 31, 2015 , 2014 and 2013 . At December 31, 2015 , there was unrecognized compensation cost of $ 24 million related to restricted stock which is expected to be recognized over a weighted average period of 1.1 years. We issue new shares from our share reserves set aside for the Calpine Equity Incentive Plans and employment inducement options when stock options are exercised and for other share-based awards.
There were no material stock option grants during the years ended December 31, 2015 , 2014 and 2013 . A summary of all of our non-qualified stock option activity for the Calpine Equity Incentive Plans for the year ended December 31, 2015 , is as follows:

141



 
Number of
Shares
 
Weighted Average
Exercise Price
 
Weighted
Average
Remaining
Term
(in years)
 
Aggregate
Intrinsic Value
(in millions)
Outstanding — December 31, 2014
11,086,320

 
$
18.82

 
2.0
 
$
43

Exercised
1,153,680

 
$
13.70

 
 
 
 
Expired
6,877,468

 
$
21.98

 
 
 
 
Outstanding — December 31, 2015
3,055,172

 
$
13.62

 
3.9
 
$
5

Exercisable — December 31, 2015
3,055,172

 
$
13.62

 
3.9
 
$
5

Vested and expected to vest – December 31, 2015
3,055,172

 
$
13.62

 
3.9
 
$
5

The total intrinsic value of our employee stock options exercised was $ 6 million , $21 million and $ 22 million for the years ended December 31, 2015 , 2014 and 2013 , respectively. The total cash proceeds received from our employee stock options exercised was $ 8 million , $ 20 million and $ 20 million for the years ended December 31, 2015 , 2014 and 2013 , respectively.
A summary of our restricted stock and restricted stock unit activity for the Calpine Equity Incentive Plans for the year ended December 31, 2015 , is as follows:
 
Number of
Restricted
Stock Awards
 
Weighted
Average
Grant-Date
Fair Value
Nonvested — December 31, 2014
4,201,868

 
$
18.01

Granted
1,614,378

 
$
21.25

Forfeited
325,608

 
$
19.66

Vested
1,962,368

 
$
16.99

Nonvested — December 31, 2015
3,528,270

 
$
19.91

The total fair value of our restricted stock and restricted stock units that vested during the years ended December 31, 2015 , 2014 and 2013 , was approximately $ 39 million , $35 million and $25 million , respectively.
Liability Classified Share-Based Awards
During the first quarter of 2015, our Board of Directors approved the award of performance share units to certain senior management employees. These performance share units will be settled in cash with payouts based on the relative performance of Calpine’s TSR over the three-year performance period of January 1, 2015 through December 31, 2017 compared with the TSR performance of the S&P 500 companies over the same period. The performance share units vest on the last day of the performance period and will be settled in cash; thus, these awards are liability classified and are measured at fair value using a Monte Carlo simulation model at each reporting date until settlement. Stock-based compensation expense recognized related to our liability classified share-based awards was $ (5) million , $ 5 million and $2 million for the years ended December 31, 2015 , 2014 and 2013 , respectively.
A summary of our performance share unit activity for the year ended December 31, 2015 , is as follows:
 
Number of
Performance Share Units
 
Weighted
Average
Grant-Date
Fair Value
Nonvested — December 31, 2014
867,479

 
$
21.93

Granted
365,667

 
$
23.91

Forfeited
113,993

 
$
22.38

Vested
601,247

 
$
21.82

Nonvested — December 31, 2015
517,906

 
$
23.36


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13.
Defined Contribution and Defined Benefit Plans
We maintain two defined contribution savings plans that are intended to be tax exempt under Sections 401(a) and 501(a) of the IRC. Our non-union plan generally covers employees who are not covered by a collective bargaining agreement, and our union plan covers employees who are covered by a collective bargaining agreement. We recorded expenses for these plans of approximately $ 12 million , $12 million and $11 million for the years ended December 31, 2015 , 2014 and 2013 , respectively. Employer matching contributions are 100% of the first 5% of compensation a participant defers for the non-union plan. The employee deferral limit is 75% of eligible compensation under both plans.
We also maintain a defined benefit pension plan whereby retirement benefits are primarily a function of age attained, years of participation, years of service, vesting and level of compensation. As of December 31, 2015 and 2014 , our pension assets, liabilities and related costs were not material to us. As of December 31, 2015 and 2014 , there were approximately $ 14 million and $15 million in plan assets and approximately $ 23 million and $24 million in pension liabilities, respectively. Our net pension liability recorded on our Consolidated Balance Sheets as of December 31, 2015 and 2014 , was approximately $ 9 million and $9 million , respectively. For the years ended December 31, 2015 , 2014 and 2013 , we recognized net periodic benefit costs of approximately $ 2 million , $1 million and $2 million , respectively. Our net periodic benefit cost is included in plant operating expense on our Consolidated Statements of Operations. As of December 31, 2015 and 2014 , the total amount recognized in AOCI for actuarial losses related to pension obligation was approximately $ 5 million and $5 million , respectively.
In making our estimates of our pension obligation and related costs, we utilize discount rates, rates of compensation increases and rates of return on our assets that we believe are reasonable. Due to the relatively small size of our pension liability (which is not considered material), significant changes in these assumptions would not have a material effect on our pension liability. During 2015 and 2014 , we made contributions of approximately $ 2 million and $2 million , respectively, and estimated contributions to the pension plan are expected to be approximately $ 2 million in 2016. Estimated future benefit payments to participants in each of the next five years are expected to be approximately $1 million in each year.
14.
Capital Structure
Common Stock
Our authorized common stock consists of 1.4 billion shares of Calpine Corporation common stock. Common stock issued as of December 31, 2015 and 2014 , was 356,755,747 shares and 502,287,022 shares, respectively, at a par value of $0.001 per share. Common stock outstanding as of December 31, 2015 and 2014 , was 356,662,004 shares and 381,921,264 shares, respectively. The table below summarizes our common stock activity for the years ended December 31, 2015 , 2014 and 2013 .
 
Shares
Issued
 
Shares
Held in
Treasury
 
Shares
Outstanding
Balance, December 31, 2012
492,495,100

 
(35,446,130
)
 
457,048,970

Shares issued under Calpine Equity Incentive Plans
5,345,956

 
(2,323,828
)
 
3,022,128

Share repurchase program

 
(31,032,110
)
 
(31,032,110
)
Balance, December 31, 2013
497,841,056

 
(68,802,068
)
 
429,038,988

Shares issued under Calpine Equity Incentive Plans
4,445,966

 
(1,879,167
)
 
2,566,799

Share repurchase program

 
(49,684,523
)
 
(49,684,523
)
Balance, December 31, 2014
502,287,022

 
(120,365,758
)
 
381,921,264

Shares issued under Calpine Equity Incentive Plans
2,431,236

 
(1,089,328
)
 
1,341,908

Share repurchase program

 
(26,601,168
)
 
(26,601,168
)
Retirement of shares held in treasury
(147,962,511
)
 
147,962,511

 

Balance, December 31, 2015
356,755,747

 
(93,743
)
 
356,662,004

Treasury Stock
As of December 31, 2015 and 2014 , we had treasury stock of 93,743 shares and 120,365,758 shares, respectively, with a cost of $1 million and $2.3 billion , respectively. During 2015, we repurchased a total of 26.6 million shares of our outstanding common stock for approximately $ 529 million at an average price of $ 19.87 per share. Our treasury stock also consists of our common stock withheld to satisfy federal, state and local income tax withholding requirements for vested employee restricted stock awards and net share employee stock options exercises under the Equity Plan. All treasury stock is held at cost.

143



15.
Commitments and Contingencies
Long-Term Service Agreements
As of December 31, 2015 , the total estimated commitments for LTSAs associated with turbines were approximately $183 million . These commitments are payable over the terms of the respective agreements, which range from 1 to 10 years. LTSA future commitment estimates are based on the stated payment terms in the contracts at the time of execution and are subject to an annual inflationary adjustment. Certain of these agreements have terms that allow us to cancel the contracts for a fee. If we cancel such contracts, the estimated commitments remaining for LTSAs would be reduced.
Power Plant, Land and Other Operating Leases
We have entered into a long-term operating lease for one of our power plants, extending through 2020 , which includes renewal options or purchase options at fair value and contain customary restrictions on dividends up to Calpine Corporation, additional debt and further encumbrances similar to those typically found in project finance agreements. Payments on our operating lease, which may contain escalation clauses or step rent provisions, are recognized on a straight-line basis. Certain capital improvements associated with our leased power plant may be deemed to be leasehold improvements and are amortized over the shorter of the term of the lease or the economic life of the capital improvement. We have also entered into various land and other operating leases for ground facilities and operations, which extend through 2069 . Future minimum rent payments under these lease agreements, including renewal options and rent escalation clauses, are as follows (in millions):
 
Initial
Year
 
2016
 
2017
 
2018
 
2019
 
2020
 
Thereafter
 
Total
Land and other operating leases
various
 
$
16

 
$
15

 
$
15

 
$
15

 
$
15

 
$
199

 
$
275

Power plant operating lease
2000
 
22

 
22

 
22

 
30

 

 

 
96

Total leases
 
 
$
38

 
$
37

 
$
37

 
$
45

 
$
15

 
$
199

 
$
371

During the years ended December 31, 2015 , 2014 and 2013 , rent expense for power plant, land and other operating leases amounted to $43 million , $46 million and $47 million , respectively.
Production Royalties and Leases
We are obligated under numerous geothermal leases and right-of-way, easement and surface agreements. The geothermal leases generally provide for royalties based on production revenue with reductions for property taxes paid. The right-of-way, easement and surface agreements are based on flat rates or adjusted based on consumer price index changes and are not material. Under the terms of most geothermal leases, the royalties accrue as a percentage of power revenues. Certain properties also have net profits and overriding royalty interests that are in addition to the land base lease royalties. Some lease agreements contain clauses providing for minimum lease payments to lessors if production temporarily ceases or if production falls below a specified level. Production royalties for geothermal power plants for the years ended December 31, 2015 , 2014 and 2013 , were $23 million , $28 million and $27 million , respectively.
Office Leases
We lease our corporate and regional offices under noncancelable operating leases extending through 2022 . Future minimum lease payments under these leases are as follows (in millions):
2016
$
13

2017
13

2018
13

2019
12

2020
10

Thereafter

Total
$
61


144



Lease payments are subject to adjustments for our pro rata portion of annual increases or decreases in building operating costs. During the years ended December 31, 2015 , 2014 and 2013 , rent expense for noncancelable operating leases was $11 million , $11 million and $12 million , respectively.
Natural Gas Purchases
We enter into natural gas purchase contracts of various terms with third parties to supply natural gas to our natural gas-fired power plants. The majority of our purchases are made in the spot market or under index-priced contracts. These contracts are accounted for as executory contracts and therefore not recognized as liabilities on our Consolidated Balance Sheet. At December 31, 2015 , we had future commitments for the purchase, transportation, or storage of commodities as detailed below (in millions):
2016
$
255

2017
145

2018
124

2019
95

2020
85

Thereafter
628

Total
$
1,332

Guarantees and Indemnifications
As part of our normal business operations, we enter into various agreements providing, or otherwise arranging, financial or performance assurance to third parties on behalf of our subsidiaries in the ordinary course of such subsidiaries’ respective business. Such arrangements include guarantees, standby letters of credit and surety bonds for power and natural gas purchase and sale arrangements, retail contracts and contracts associated with the development, construction, operation and maintenance of our fleet of power plants. These arrangements are entered into primarily to support or enhance the creditworthiness otherwise attributed to a subsidiary on a stand-alone basis, thereby facilitating the extension of sufficient credit to accomplish the subsidiaries’ intended commercial purposes.
At December 31, 2015 , guarantees of subsidiary debt, standby letters of credit and surety bonds to third parties and guarantees of subsidiary operating lease payments and their respective expiration dates were as follows (in millions):
Guarantee Commitments
 
2016
 
2017
 
2018
 
2019
 
2020
 
Thereafter
 
Total
Guarantee of subsidiary debt (1)
 
$
36

 
$
26

 
$
31

 
$
30

 
$
30

 
$
118

 
$
271

Standby letters of credit (2)(3)(5)
 
656

 
40

 

 
21

 

 
38

 
755

Surety bonds (4)(5)(6)
 

 

 

 

 

 
5

 
5

Total
 
$
692

 
$
66

 
$
31

 
$
51

 
$
30

 
$
161

 
$
1,031

____________
(1)
Represents Calpine Corporation guarantees of certain power plant capital leases and related interest. All guaranteed capital leases are recorded on our Consolidated Balance Sheets.
(2)
The standby letters of credit disclosed above represent those disclosed in Note 6.
(3)
Letters of credit are renewed annually and as such all amounts are reflected in the year of letter of credit expiration. The related commercial obligations extend for multiple years, therefore, renewal of the letter of credit will likely follow the term of the associated commercial obligation.
(4)
The majority of surety bonds do not have expiration or cancellation dates.
(5)
These are contingent off balance sheet obligations.
(6)
As of December 31, 2015 , no cash collateral is outstanding related to these bonds.
We routinely arrange for the issuance of letters of credit and various forms of surety bonds to third parties in support of our subsidiaries’ contractual arrangements of the types described above and may guarantee the operating performance of some of our partially-owned subsidiaries up to our ownership percentage. The letters of credit issued under various credit facilities support risk management and other operational and construction activities. In the event a subsidiary were to fail to perform its obligations

145



under a contract supported by such a letter of credit or surety bond, and the issuing bank or surety were to make payment to the third party, we would be responsible for reimbursing the issuing bank or surety within an agreed timeframe, typically a period of one to ten days. To the extent liabilities are incurred as a result of activities covered by letters of credit or the surety bonds, such liabilities are included on our Consolidated Balance Sheets.
Commercial Agreements — In connection with the purchase and sale of power, natural gas, environmental products and fuel oil to and from third parties with respect to the operation of our power plants, we may be required to guarantee a portion of the obligations of certain of our subsidiaries. We may also be required to guarantee performance obligations associated with our marketing, hedging, optimization and trading activities to manage our exposure to changes in prices for energy commodities. These guarantees may include future payment obligations and effectively guarantee our future performance under certain agreements.
Asset Acquisition and Disposition Agreements — In connection with our purchase and sale agreements, we have frequently provided for indemnification to the counterparty for liabilities incurred as a result of a breach of a representation, warranty or covenant by the indemnifying party. These indemnification obligations generally have a discrete term and are intended to protect the parties against risks that are difficult to predict or impossible to quantify at the time of the consummation of a particular transaction.
Other — Additionally, we and our subsidiaries from time to time assume other guarantee and indemnification obligations in conjunction with other transactions such as parts supply agreements, construction agreements, maintenance and service agreements and equipment lease agreements. These guarantee and indemnification obligations may include indemnification from personal injury or other claims by our employees as well as future payment obligations and effectively guarantee our future performance under certain agreements.
Our potential exposure under guarantee and indemnification obligations can range from a specified amount to an unlimited dollar amount, depending on the nature of the claim and the particular transaction. Our total maximum exposure under our guarantee and indemnification obligations is not estimable due to uncertainty as to whether claims will be made or how any potential claim will be resolved. As of December 31, 2015 , there are no material outstanding claims related to our guarantee and indemnification obligations and we do not anticipate that we will be required to make any material payments under our guarantee and indemnification obligations.
Litigation
We are party to various litigation matters, including regulatory and administrative proceedings arising out of the normal course of business. At the present time, we do not expect that the outcome of any of these proceedings, individually or in the aggregate, will have a material adverse effect on our financial condition, results of operations or cash flows.
On a quarterly basis, we review our litigation activities and determine if an unfavorable outcome to us is considered “remote,” “reasonably possible” or “probable” as defined by U.S. GAAP. Where we determine an unfavorable outcome is probable and is reasonably estimable, we accrue for potential litigation losses. The liability we may ultimately incur with respect to such litigation matters, in the event of a negative outcome, may be in excess of amounts currently accrued, if any; however, we do not expect that the reasonably possible outcome of these litigation matters would, individually or in the aggregate, have a material adverse effect on our financial condition, results of operations or cash flows. Where we determine an unfavorable outcome is not probable or reasonably estimable, we do not accrue for any potential litigation loss. The ultimate outcome of these litigation matters cannot presently be determined, nor can the liability that could potentially result from a negative outcome be reasonably estimated. As a result, we give no assurance that such litigation matters would, individually or in the aggregate, not have a material adverse effect on our financial condition, results of operations or cash flows.
Environmental Matters
We are subject to complex and stringent environmental laws and regulations related to the operation of our power plants. On occasion, we may incur environmental fees, penalties and fines associated with the operation of our power plants. At the present time, we do not have environmental violations or other matters that would have a material impact on our financial condition, results of operations or cash flows or that would significantly change our operations.
Bay Area Air Quality Management District (“BAAQMD”) . On March 13, 2014, the Hearing Board of the BAAQMD entered into a stipulated conditional order for abatement agreed to by Russell City Energy Company, LLC (“RCEC”), our indirect, majority-owned subsidiary, and the BAAQMD concerning a violation of the vendor-guaranteed water droplet drift rate for RCEC’s cooling tower discovered during initial performance testing. RCEC installed additional drift eliminators and came into compliance with its water droplet drift rate on April 17, 2014. The BAAQMD issued a notice of violation for this event on April 24, 2015.

146



The BAAQMD continues to reserve its rights to assert any penalty claims associated with this violation and RCEC continues to reserve its rights to assert any defenses to such claims in future proceedings.
16.
Segment and Significant Customer Information
We assess our business on a regional basis due to the impact on our financial performance of the differing characteristics of these regions, particularly with respect to competition, regulation and other factors impacting supply and demand. At December 31, 2015 , our reportable segments were West (including geothermal), Texas and East (including Canada). We continue to evaluate the optimal manner in which we assess our performance including our segments and future changes may result in changes to the composition of our geographic segments.
Commodity Margin is a key operational measure reviewed by our chief operating decision maker to assess the performance of our segments. The tables below show our financial data for our segments for the periods indicated (in millions).
 
Year Ended December 31, 2015
 
West
 
Texas
 
East
 
Consolidation
and
Elimination
 
Total
Revenues from external customers
$
2,089

 
$
2,344

 
$
2,039

 
$

 
$
6,472

Intersegment revenues
5

 
15

 
8

 
(28
)
 

Total operating revenues
$
2,094

 
$
2,359

 
$
2,047

 
$
(28
)
 
$
6,472

Commodity Margin
$
1,106

 
$
736

 
$
944

 
$

 
$
2,786

Add: Mark-to-market commodity activity, net and other (1)
160

 
(120
)
 
(92
)
 
(29
)
 
(81
)
Less:
 
 
 
 
 
 
 
 
 
Plant operating expense
416

 
338

 
292

 
(28
)
 
1,018

Depreciation and amortization expense
250

 
204

 
184

 

 
638

Sales, general and other administrative expense
35

 
63

 
40

 

 
138

Other operating expenses
37

 
9

 
36

 
(2
)
 
80

(Income) from unconsolidated investments in power plants

 

 
(24
)
 

 
(24
)
Income from operations
528

 
2

 
324

 
1

 
855

Interest expense, net of interest income
 
 
 
 
 
 
 
 
624

Debt modification and extinguishment costs and other (income) expense, net
 
 
 
 
 
 
 
 
58

Income before income taxes
 
 
 
 
 
 
 
 
$
173



147



 
Year Ended December 31, 2014
 
West
 
Texas
 
East
 
Consolidation
and
Elimination
 
Total
Revenues from external customers
$
2,352

 
$
3,229

 
$
2,449

 
$

 
$
8,030

Intersegment revenues
6

 
23

 
47

 
(76
)
 

Total operating revenues
$
2,358

 
$
3,252

 
$
2,496

 
$
(76
)
 
$
8,030

Commodity Margin (2)
$
1,050

 
$
760

 
$
949

 
$

 
$
2,759

Add: Mark-to-market commodity activity, net and other (1)
220

 
142

 
48

 
(31
)
 
379

Less:
 
 
 
 
 
 
 
 
 
Plant operating expense
385

 
313

 
302

 
(31
)
 
969

Depreciation and amortization expense
245

 
191

 
168

 
(1
)
 
603

Sales, general and other administrative expense
41

 
64

 
39

 

 
144

Other operating expenses
50

 
5

 
32

 
1

 
88

Impairment losses

 

 
123

 

 
123

(Gain) on sale of assets, net

 

 
(753
)
 

 
(753
)
(Income) from unconsolidated investments in power plants

 

 
(25
)
 

 
(25
)
Income from operations
549

 
329

 
1,111

 

 
1,989

Interest expense, net of interest income
 
 
 
 
 
 
 
 
639

Debt extinguishment costs and other (income) expense, net
 
 
 
 
 
 
 
 
367

Income before income taxes
 
 
 
 
 
 
 
 
$
983


 
Year Ended December 31, 2013
 
West
 
Texas
 
East
 
Consolidation
and
Elimination
 
Total
Revenues from external customers
$
1,937

 
$
2,347

 
$
2,017

 
$

 
$
6,301

Intersegment revenues
5

 
(4
)
 
117

 
(118
)
 

Total operating revenues
$
1,942

 
$
2,343

 
$
2,134

 
$
(118
)
 
$
6,301

Commodity Margin (2)
$
1,020

 
$
632

 
$
916

 
$

 
$
2,568

Add: Mark-to-market commodity activity, net and other (1)
(50
)
 
51

 
27

 
(31
)
 
(3
)
Less:
 
 
 
 
 
 
 
 
 
Plant operating expense
365

 
269

 
292

 
(31
)
 
895

Depreciation and amortization expense
227

 
165

 
203

 
(2
)
 
593

Sales, general and other administrative expense
37

 
56

 
42

 
1

 
136

Other operating expenses
45

 
3

 
33

 

 
81

Impairment losses
16

 

 

 

 
16

(Income) from unconsolidated investments in power plants

 

 
(30
)
 

 
(30
)
Income from operations
280

 
190

 
403

 
1

 
874

Interest expense, net of interest income
 
 
 
 
 
 
 
 
690

Debt extinguishment costs and other (income) expense, net
 
 
 
 
 
 
 
 
164

Income before income taxes
 
 
 
 
 
 
 
 
$
20

__________

148



(1)
Includes $(2) million , $(5) million and $6 million of lease levelization and $20 million , $14 million and $14 million of amortization expense for the years ended December 31, 2015 , 2014 and 2013 , respectively.
(2)
Our East segment includes Commodity Margin of $ 81 million and $ 152 million for the years ended December 31, 2014 and 2013 , respectively, related to the six power plants in our East segment that were sold in July 2014.
Significant Customers
For the years ended December 31, 2015 and 2013 , we had two significant customers, PJM Settlement, Inc. and PG&E, that individually accounted for more than 10% of our annual consolidated revenues. For the year ended December 31, 2014 , we had only one significant customer, PJM Settlement, Inc. that individually accounted for more than 10% of our annual consolidated revenues. Our revenues from PJM Settlement, Inc. for the years ended December 31, 2015 , 2014 and 2013 were approximately $724 million , $ 1.0 billion and $820 million respectively, and were attributed to our East segment. Our revenues from PG&E were approximately $642 million and $ 694 million for the years ended December 31, 2015 and 2013 respectively, which were attributed to our West segment.

149



17.
Quarterly Consolidated Financial Data (unaudited)
Our quarterly operating results have fluctuated in the past and may continue to do so in the future as a result of a number of factors, including, but not limited to, our restructuring activities (including asset sales and dispositions), the completion of development projects, the timing and amount of curtailment of operations under the terms of certain PPAs, the degree of risk management and marketing, hedging, optimization and trading activities, energy commodity market prices and variations in levels of production. Furthermore, the majority of the dollar value of capacity payments under certain of our PPAs are received during the months of May through October.
 
Quarter Ended
 
December 31
 
September 30
 
June 30
 
March 31
 
(in millions, except per share amounts)
2015
 
 
 
 
 
 
 
Operating revenues
$
1,436

 
$
1,948

 
$
1,442

 
$
1,646

Income from operations
$
22

 
$
466

 
$
201

 
$
166

Net income (loss) attributable to Calpine
$
(47
)
 
$
273

 
$
19

 
$
(10
)
Net income (loss) per common share attributable to Calpine — Basic
$
(0.13
)
 
$
0.77

 
$
0.05

 
$
(0.03
)
Net income (loss) per common share attributable to Calpine — Diluted
$
(0.13
)
 
$
0.76

 
$
0.05

 
$
(0.03
)
 
 
 
 
 
 
 
 
2014
 
 
 
 
 
 
 
Operating revenues
$
1,939

 
$
2,187

 
$
1,939

 
$
1,965

Income from operations
$
390

 
$
1,126

 
$
329

 
$
144

Net income (loss) attributable to Calpine
$
210

 
$
614

 
$
139

 
$
(17
)
Net income (loss) per common share attributable to Calpine — Basic
$
0.55

 
$
1.54

 
$
0.33

 
$
(0.04
)
Net income (loss) per common share attributable to Calpine — Diluted
$
0.54

 
$
1.52

 
$
0.33

 
$
(0.04
)

150



CALPINE CORPORATION AND SUBSIDIARIES
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS

Description
Balance at
Beginning
of Year
 
Charged to
Expense
 
Charged to Other Accounts
 
Deductions
 
Balance at
End of Year
 
(in millions)
Year Ended December 31, 2015
 
 
 
 
 
 
 
 
 
Allowance for doubtful accounts
$
4

 
$
(2
)
 
$

 
$

 
$
2

Deferred tax asset valuation allowance
1,836

 
(199
)
 

 

 
1,637

Year Ended December 31, 2014
 
 
 
 
 
 
 
 
 
Allowance for doubtful accounts
$
5

 
$
(1
)
 
$

 
$

 
$
4

Deferred tax asset valuation allowance
2,246

 
(410
)
 

 

 
1,836

Year Ended December 31, 2013
 
 
 
 
 
 
 
 
 
Allowance for doubtful accounts
$
6

 
$
4

 
$
(5
)
 
$

 
$
5

Deferred tax asset valuation allowance
2,222

 
24

 

 

 
2,246


151



EXHIBIT INDEX
Exhibit
Number
 
Description
2.1
 
Debtors’ Sixth Amended Joint Plan of Reorganization Pursuant to Chapter 11 of the United States Bankruptcy Code (incorporated by reference to Exhibit 2.1 to Calpine’s Current Report on Form 8-K, filed with the SEC on December 27, 2007).
 
 
2.2
 
Findings of Fact, Conclusions of Law, and Order Confirming Sixth Amended Joint Plan of Reorganization Pursuant to Chapter 11 of the U.S. Bankruptcy Code (incorporated by reference to Exhibit 2.2 to Calpine’s Current Report on Form 8-K, filed with the SEC on December 27, 2007).
 
 
2.3
 
Purchase and Sale Agreement by and between Riverside Energy Center, LLC and Calpine Development Holdings, Inc., as Sellers and Public Service Company of Colorado, as Purchaser dated as of April 2, 2010 (incorporated by reference to Exhibit 10.1 to Calpine’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, filed with the SEC on July 30, 2010).** , ††
 
 
2.4
 
Purchase Agreement by and among Pepco Holdings, Inc., Conectiv, LLC, Conectiv Energy Holding Company, LLC and New Development Holdings, LLC dated as of April 20, 2010 (incorporated by reference to Exhibit 10.1 to Calpine’s Current Report on Form 8-K, filed with the SEC on July 8, 2010).**
 
 
2.5
 
Purchase and Sale Agreement, dated April 17, 2014, among Calpine Corporation, Calpine Project Holdings, Inc., Calgen Expansion Company, LLC and NatGen Southeast Power LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 8, 2014).
 
 
 
3.1
 
Amended and Restated Certificate of Incorporation of the Company, as amended (incorporated by reference to Exhibit 3.1 to Calpine’s Current Report on Form 8-K, filed with the SEC on February 1, 2008).
 
 
3.2
 
Amended and Restated Bylaws of the Company (as amended through May 13, 2015) (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 13, 2015).
 
 
 
4.1
 
Indenture, dated January 14, 2011, among Calpine Corporation, the guarantors party thereto and Wilmington Trust Company, as trustee, including the form of the 7.875% senior secured notes due 2023 (incorporated by reference to Exhibit 4.1 to Calpine’s Current Report on Form 8-K, filed with the SEC on January 14 , 2011).
 
 
4.2
 
Registration Rights Agreement, dated January 31, 2008, among the Company and each Participating Shareholder named therein (incorporated by reference to Exhibit 10.1 to Calpine’s Current Report on Form 8-K, filed with the SEC on February 6, 2008).
 
 
 
4.3
 
First Supplemental Indenture dated as of April 26, 2011, among each of New Development Holdings, LLC, Calpine Mid-Atlantic Energy, LLC, Calpine Mid-Atlantic Operating, LLC, Calpine Bethlehem, LLC, Calpine New Jersey Generation, LLC, Calpine Mid-Atlantic Generation, LLC, Calpine Solar, LLC, Calpine Vineland Solar, LLC and Calpine Mid-Atlantic Marketing, LLC and Wilmington Trust Company, as trustee under the indenture, dated as of January 14, 2011, providing for the issuance of 7.875% senior secured notes due 2023 (incorporated by reference to Exhibit 4.6 to Calpine’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, filed with the SEC on April 29, 2011).
 
 
 
4.4
 
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, Metcalf Holdings, LLC and Wilmington Trust Company, as trustee under the indenture, dated as of January 14, 2011, providing for the issuance of 7.875% senior secured notes due 2023 (incorporated by reference to Exhibit 4.5 to Calpine’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, filed with the SEC on July 29, 2011).
 
 
 
4.5
 
Third Supplemental Indenture dated as of August 20, 2012, among each of Calpine Energy Services GP, LLC and Calpine Energy Services LP, LLC and Wilmington Trust Company, as trustee under the indenture, dated as of January 14, 2011, providing for the issuance of 7.875% senior secured notes due 2023 (incorporated by reference to Exhibit 4.5 to Calpine’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, filed with the SEC on November 6, 2012).
 
 
 

152



Exhibit
Number
 
Description
4.6
 
Fourth Supplemental Indenture dated as of November 26, 2012, among each of South Point Holdings, LLC, South Point Energy Center, LLC, Broad River Energy LLC, South Point OL-1, LLC, South Point OL-2, LLC, South Point OL-3, LLC, South Point OL-4, LLC, Broad River OL-1, LLC, Broad River OL-2, LLC, Broad River OL-3, LLC and Broad River OL-4, LLC and Wilmington Trust Company, as trustee under the indenture, dated as of January 14, 2011, providing for the issuance of 7.875% senior secured notes due 2023 (incorporated by reference to Exhibit 4.28 to Calpine’s Annual Report on Form 10-K for the year ended December 31, 2012, filed with the SEC on February 13, 2013).
 
 
 
4.7
 
Indenture dated as of October 31, 2013, for the senior secured notes due 2022 among each of Calpine Corporation, the guarantors party thereto and Wilmington Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Calpine’s Current Report on Form 8-K, filed with the SEC on October 31, 2013).
 
 
 
4.8
 
Indenture dated as of October 31, 2013, for the senior secured notes due 2024 among each of Calpine Corporation, the guarantors party thereto and Wilmington Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to Calpine’s Current Report on Form 8-K, filed with the SEC on October 31, 2013).
 
 
 
4.9
 
Indenture, dated July 8, 2014, between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”) (incorporated by reference to Exhibit 4.1 to the Company’s Form S-3ASR filed with the SEC on July 8, 2014).
 
 
 
4.10
 
First Supplemental Indenture, dated as of July 22, 2014, between the Company and the Trustee, governing the 2023 Notes (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed with the SEC on July 22, 2014).
 
 
 
4.11
 
Second Supplemental Indenture, dated as of July 22, 2014, between the Company and the Trustee, governing the 2025 Notes (incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed with the SEC on July 22, 2014).
 
 
 
4.12
 
Form of 2023 Note (incorporated by reference to Exhibit 4.6 to the Company’s Current Report on Form 8-K filed with the SEC on July 22, 2014).
 
 
 
4.13
 
Form of 2025 Note (incorporated by reference to Exhibit 4.7 to the Company’s Current Report on Form 8-K filed with the SEC on July 22, 2014).
 
 
 
4.14
 
Third Supplemental Indenture, dated as of February 3, 2015, between the Company and the Trustee, governing
the 2024 Notes (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 3, 2015).
 
 
 
4.15
 
Form of 2024 Note (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the SEC on February 3, 2015).
 
 
 
10.1
 
Financing Agreements.
 
 
10.1.1
 
Credit Agreement, dated as of December 10, 2010, among Calpine Corporation, Goldman Sachs Bank USA, as administrative agent, Goldman Sachs Credit Partners L.P., as collateral agent, the lenders party thereto and other parties thereto (incorporated by reference to Exhibit 10.1 to Calpine’s Current Report on Form 8-K, filed with the SEC on December 13, 2010).
 
 
 
10.1.2
 
Credit Agreement, dated March 9, 2011 among Calpine Corporation as borrower and the lenders party thereto, and Morgan Stanley Senior Funding, Inc., as administrative agent, Goldman Sachs Credit Partners L.P., as collateral agent, Citibank, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc., as co-documentation agents and Goldman Sachs Bank USA as syndication agent (incorporated by reference to Exhibit 10.1 to Calpine’s Current Report on Form 8-K filed with the SEC on March 10, 2011).
 
 
 
10.1.3
 
Amended and Restated Guarantee and Collateral Agreement, dated as of December 10, 2010, made by the Company and certain of the Company's subsidiaries party thereto in favor of Goldman Sachs Credit Partners, L.P., as collateral agent (incorporated by reference to Exhibit 10.1 to Calpine’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, filed with the SEC on July 29, 2011).
 
 
 
10.1.4
 
Credit Agreement, dated October 9, 2012 among Calpine Corporation as borrower and the lenders party thereto, and Morgan Stanley Senior Funding, Inc., as administrative agent, Goldman Sachs Credit Partners L.P., as collateral agent, Barclays Bank PLC, Deutsche Bank Securities Inc., and RBC Capital Markets, as co-documentation agents (incorporated by reference to Exhibit 10.1 to Calpine’s Current Report on Form 8-K, filed with the SEC on October 10, 2012).
 
 
 

153



Exhibit
Number
 
Description
10.1.5
 
Amendment to the Credit Agreement, dated February 15, 2013 among Calpine Corporation as borrower and the lenders party thereto, and Morgan Stanley Senior Funding, Inc., as administrative agent, Goldman Sachs Credit Partners L.P., as collateral agent, Citibank, N.A., Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc., as co-documentation agents and Goldman Sachs Bank USA as syndication agent (incorporated by reference to Exhibit 10.9 to Calpine’s 10-Q for the quarter ended March 31, 2013, filed with the SEC on May 2, 2013).
 
 
 
10.1.6
 
Amendment to the Credit Agreement, dated February 15, 2013 among Calpine Corporation as borrower and the lenders party thereto, and Morgan Stanley Senior Funding, Inc., as administrative agent, Goldman Sachs Credit Partners L.P., as collateral agent, Barclays Bank PLC, Deutsche Bank Securities Inc., and RBC Capital Markets, as co-documentation agents (incorporated by reference to Exhibit 10.10 to Calpine’s 10-Q for the quarter ended March 31, 2013, filed with the SEC on May 2, 2013).
 
 
 
10.1.7
 
Credit Agreement, dated May 3, 2013 among Calpine Construction Finance Company as borrower and the lenders party thereto, and Goldman Sachs Lending Partners, LLC (“GSLP”) as administrative agent and as collateral agent, CoBank ACB, ING Capital LLC., Royal Bank of Canada, and The Royal Bank of Scotland PLC as co-documentation agents, GSLP, Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce Fenner and Smith Incorporated and Union Bank, N.A., as joint lead arrangers, joint bookrunners and co-syndication agents, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 3, 2013).
 
 
 
10.1.8
 
Amendment No. 1 to the December 10, 2010 Credit Agreement, dated as of June 27, 2013, among Calpine Corporation, as borrower, Goldman Sachs Bank USA, as administrative agent, Goldman Sachs Credit Partners L.P., as collateral agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on July 1, 2013).
 
 
 
10.1.9
 
Amendment to the Credit Agreement, dated February 20, 2014, among Calpine Construction Finance Company, L.P. as borrower and the lenders party thereto, and Goldman Sachs Lending Partners, LLC (“GSLP”) as administrative agent and as collateral agent, CoBank ACB, ING Capital LLC., Royal Bank of Canada, and The Royal Bank of Scotland PLC as co-documentation agents, GSLP, Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce Fenner and Smith Incorporated and Union Bank, N.A., as joint lead arrangers, joint bookrunners and co-syndication agents, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Calpine’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed with the SEC on May 1, 2014).
 
 
 
10.1.10
 
Incremental Term B-2 Loan Commitment Supplement to the Credit Agreement, dated February 26, 2014, among Calpine Construction Finance Company, L.P. as borrower and the lenders party thereto, and Goldman Sachs Lending Partners, LLC as administrative agent and as collateral agent under the Credit Agreement, dated as of May 3, 2013 and as amended on February 20, 2014 (incorporated by reference to Exhibit 10.2 to the Calpine’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed with the SEC on May 1, 2014).
 
 
 
10.1.11
 
Calpine Guarantee, dated April 17, 2014 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 8, 2014).
 
 
 
10.1.12
 
LS Power Equity Partners Guarantee, dated April 17, 2014 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 8, 2014).
 
 
 
10.1.13
 
Confidentiality and Non-Disclosure Agreement, dated February 19, 2014 (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 8, 2014).
 
 
 
10.1.14
 
Amendment to Confidentiality and Non-disclosure Agreement, dated April 17, 2014 (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 8, 2014).
 
 
 
10.1.15
 
Amendment No. 2 to the Credit Agreement, dated as of July 30, 2014, among Calpine Corporation, as borrower, Goldman Sachs Bank USA, as administrative agent, Goldman Sachs Credit Partners L.P., as collateral agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 31, 2014).
 
 
 
10.1.16
 
Share Repurchase Agreement, dated July 8, 2014, by and between Calpine Corporation and LSP Cal Holdings I, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 10, 2014).
 
 
 

154



Exhibit
Number
 
Description
10.1.17
 
Credit Agreement, dated as of May 28, 2015 among Calpine Corporation, as borrower, the lenders party thereto, Morgan Stanley Senior Funding, Inc., as administrative agent, Goldman Sachs Credit Partners L.P., as collateral agent , and Goldman Sachs Bank USA, MUFG Union Bank, N.A., Barclays Bank Plc and Royal Bank of Canada, as co-documentation agents (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 28, 2015).
 
 
 
10.1.18
 
Credit Agreement, dated as of December 15, 2015 among Calpine Corporation, as borrower, the lenders party thereto, Morgan Stanley Senior Funding, Inc., as administrative agent, and Goldman Sachs Credit Partners L.P., as collateral agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 18, 2015).
 
 
 
10.1.19
 
Amendment No. 3 to the Credit Agreement, dated as of February 8, 2016, among Calpine Corporation, as borrower, the guarantors party thereto, Goldman Sachs Bank USA, as administrative agent, Goldman Sachs Credit Partners L.P., as collateral agent, The Bank of Tokyo-Mitsubishi UFJ Ltd, as successor administrative agent, MUFG Union Bank, N.A., as successor collateral agent, and the lenders party thereto.*
 
 
 
10.2
 
Management Contracts or Compensatory Plans, Contracts or Arrangements.
 
 
 
10.2.1.1
 
Employment Agreement, dated August 10, 2008, between the Company and Jack A. Fusco (incorporated by reference to Exhibit 10.1 to Calpine’s Current Report on Form 8-K, filed with the SEC on August 12, 2008).†
 
 
 
10.2.1.2
 
Calpine Corporation Executive Sign On Non-Qualified Stock Option Agreement (Jack A. Fusco) (incorporated by reference to Exhibit 10.2 to Calpine’s Current Report on Form 8-K, filed with the SEC on August 12, 2008).†
 
 
10.2.1.3
 
Non-Qualified Stock Option Agreement between the Company and Jack Fusco, dated August 11, 2010 (incorporated by reference to Exhibit 10.1 to Calpine’s Current Report on Form 8-K, filed with the SEC on August 17, 2010).†
 
 
10.2.1.4
 
Amendment to the Executive Employment Agreement between the Company and Jack A. Fusco, dated December 21, 2012 (incorporated by reference to Exhibit 10.1 to Calpine’s Current Report on Form 8-K, filed with the SEC on December 26, 2012).†
 
 
 
10.2.1.5
 
Restricted Stock Award Agreement between the Company and Jack A. Fusco, dated December 21, 2012 (incorporated by reference to Exhibit 10.2 to Calpine’s Current Report on Form 8-K, filed with the SEC on December 26, 2012).†
 
 
 
10.2.1.6
 
Amended and Restated Executive Employment Agreement between the Company and Jack A. Fusco, dated December 18, 2015 (incorporated by reference to Exhibit 10.2 to Calpine’s Current Report on Form 8-K, filed with the SEC on December 18, 2015).†
 
 
 
10.2.2
 
Letter Agreement, dated December 17, 2008, between the Company and Zamir Rauf (incorporated by reference to Exhibit 10.1 to Calpine’s Current Report on Form 8-K, filed with the SEC on December 19, 2008).†
 
 
10.2.3.1
 
Letter Agreement, dated September 1, 2008, between the Company and John B. (Thad) Hill (incorporated by reference to Exhibit 10.1 to Calpine’s Current Report on Form 8-K, filed with the SEC on September 4, 2008).†
 
 
10.2.3.2
 
Calpine Corporation Executive Sign On Non-Qualified Stock Option Agreement (John B. (Thad) Hill) (incorporated by reference to Exhibit 10.2 to Calpine’s Current Report on Form 8-K, filed with the SEC on September 4, 2008).†
 
 
10.2.3.3
 
Non-Qualified Stock Option Agreement between the Company and John B. (Thad) Hill, dated August 11, 2010 (incorporated by reference to Exhibit 10.2 to Calpine’s Current Report on Form 8-K, filed with the SEC on August 17, 2010).†
 
 
 
10.2.3.4
 
Non-Qualified Stock Option Agreement between the Company and John B. (Thad) Hill, dated November 3, 2010 (incorporated by reference to Exhibit 10.1 to Calpine’s Current Report on Form 8-K, filed with the SEC on November 8, 2010).†
 
 
 
10.2.3.5
 
Amendment to the Letter Agreement between the Company and John B. (Thad) Hill, dated December 21, 2012 (incorporated by reference to Exhibit 10.3 to Calpine’s Current Report on Form 8-K, filed with the SEC on December 26, 2012).†
 
 
 

155



Exhibit
Number
 
Description
10.2.3.6
 
Restricted Stock Award Agreement between the Company and John B. (Thad) Hill, dated December 21, 2012 (incorporated by reference to Exhibit 10.4 to Calpine’s Current Report on Form 8-K, filed with the SEC on December 26, 2012).†
 
 
 
10.2.3.7
 
Employment Agreement, dated November 6, 2013, between the Company and John B. (Thad) Hill (incorporated by reference to Exhibit 10.2.3.7 to Calpine’s Annual Report on Form 10-K for the year ended December 31, 2013, filed with the SEC on February 13, 2014).†
 
 
 
10.2.3.8
 
Restricted Stock Agreement Pursuant to the Amended and Restated 2008 Equity Incentive Plan, dated May 13, 2014 among John B. (Thad) Hill and Calpine Corporation (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 15, 2014).†
 
 
 
10.2.4.1
 
Employment Agreement, dated August 11, 2008, between the Company and W. Thaddeus Miller (incorporated by reference to Exhibit 10.2.7 to Calpine’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, filed with the SEC on November 7, 2008).†
 
 
10.2.4.2
 
Calpine Corporation Executive Sign On Non-Qualified Stock Option Agreement (Thaddeus Miller) (incorporated by reference to Exhibit 4.4 to Calpine’s Registration Statement on Form S-8 (Registration No. 333-153860) filed with the SEC on October 6, 2008).†
 
 
 
10.2.4.3
 
Non-Qualified Stock Option Agreement between the Company and W. Thaddeus Miller, dated August 11, 2010 (incorporated by reference to Exhibit 10.3 to Calpine’s Current Report on Form 8-K, filed with the SEC on August 17, 2010).†
 
 
 
10.2.4.4
 
Amendment to the Executive Employment Agreement between the Company and W. Thaddeus Miller, dated December 21, 2012 (incorporated by reference to Exhibit 10.5 to Calpine’s Current Report on Form 8-K, filed with the SEC on December 26, 2012).†
 
 
 
10.2.4.5
 
Restricted Stock Award Agreement between the Company and W. Thaddeus Miller, dated December 21, 2012 (incorporated by reference to Exhibit 10.6 to Calpine’s Current Report on Form 8-K filed, with the SEC on December 26, 2012).†
 
 
 
10.2.4.6
 
Amended and Restated Executive Employment Agreement between the Company and W. Thaddeus Miller, dated December 18, 2015 (incorporated by reference to Exhibit 10.3 to Calpine’s Current Report on Form 8-K, filed with the SEC on December 18, 2015).†
 
 
 
10.2.5
 
Calpine Corporation U.S. Severance Program (incorporated by reference to Exhibit 10.2.5 to Calpine’s Annual Report on Form 10-K for the year ended December 31, 2009, filed with the SEC on February 25, 2010).†
 
 
10.2.6
 
Calpine Corporation 2010 Calpine Incentive Plan (incorporated by reference to Exhibit 10.6 to Calpine’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, filed with the SEC on July 30, 2010).†
 
 
10.2.7
 
Calpine Corporation 2009 Calpine Incentive Plan (incorporated by reference to Exhibit 10.2 to Calpine’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, filed with the SEC on May 8, 2009).†
 
 
 
10.2.7.1
 
The Amended and Restated Calpine Corporation 2008 Equity Incentive Plan, dated February 26, 2014 (incorporated by reference to Exhibit 10.3 to Calpine’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed with the SEC on May 1, 2014). †
 
 
 
10.2.7.2
 
Form of Non-Qualified Stock Option Agreement (Pursuant to the 2008 Equity Incentive Plan) (incorporated by reference to Exhibit 10.4.3 to Calpine’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, filed with the SEC on May 12, 2008).†
 
 
 
10.2.7.3
 
Form of Restricted Stock Agreement (Pursuant to the 2008 Equity Incentive Plan) (incorporated by reference to Exhibit 10.4.4 to Calpine’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, filed with the SEC on May 12, 2008).†
 
 
10.2.8
 
The Amended and Restated Calpine Corporation 2008 Director Incentive Plan (incorporated by reference to Annex A to Calpine’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 5, 2010).†
 
 
 
10.2.9
 
Calpine Corporation Amended and Restated Change in Control and Severance Benefits Plan (incorporated by reference to Exhibit 10.1 to Calpine’s Current Report on Form 8-K, filed with the SEC on November 8, 2013).†
 
 
 

156



Exhibit
Number
 
Description
10.2.10
 
Amendment to the Executive Employment Agreement between the Company and Jack A. Fusco, dated February 28, 2013 (incorporated by reference to Exhibit 10.1 to Calpine’s Current Report on Form 8-K, filed with the SEC on March 4, 2013).†
 
 
 
10.2.11
 
Amendment to the Executive Employment Agreement between the Company and W. Thaddeus Miller, dated February 28, 2013 (incorporated by reference to Exhibit 10.2 to Calpine’s Current Report on Form 8-K, filed with the SEC on March 4, 2013).†
 
 
 
10.2.12
 
Form of Restricted Stock Award Agreement between the Company and Jack A. Fusco and W. Thaddeus Miller, dated February 28, 2013 (incorporated by reference to Exhibit 10.3 to Calpine’s Current Report on Form 8-K, filed with the SEC on March 4, 2013).†
 
 
 
10.2.13
 
Form of Restricted Stock Award Agreement between the Company and John B. (Thad) Hill and Zamir Rauf, dated February 28, 2013 (incorporated by reference to Exhibit 10.4 to Calpine’s Current Report on Form 8-K, filed with the SEC on March 4, 2013).†
 
 
 
10.2.14
 
Form of Performance Share Unit Award Agreement between the Company and Jack A. Fusco and W. Thaddeus Miller, dated February 28, 2013 (incorporated by reference to Exhibit 10.5 to Calpine’s Current Report on Form 8-K, filed with the SEC on March 4, 2013). †
 
 
 
10.2.15
 
Form of Performance Share Unit Award Agreement between the Company and John B. (Thad) Hill and Zamir Rauf, dated February 28, 2013 (incorporated by reference to Exhibit 10.6 to Calpine’s Current Report on Form 8-K, filed with the SEC on March 4, 2013).†
 
 
 
10.2.16
 
Amended and Restated Restricted Stock Award Agreement between the Company and Jack A. Fusco, dated February 28, 2013 (incorporated by reference to Exhibit 10.7 to Calpine’s 10-Q for the quarter ended March 31, 2013, filed with the SEC on May 2, 2013).†
 
 
 
10.2.17
 
Amended and Restated Restricted Stock Award Agreement between the Company and W. Thaddeus Miller, dated February 28, 2013 (incorporated by reference to Exhibit 10.8 to Calpine’s 10-Q for the quarter ended March 31, 2013, filed with the SEC on May 2, 2013).†
 
 
 
10.2.18
 
Amended and Restated Calpine Corporation Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to Calpine’s Current Report on Form 8-K, filed with the SEC on May 10, 2013).†
 
 
 
10.2.19
 
Form of Restricted Stock Award Agreement between the Company and Jack A. Fusco and W. Thaddeus Miller (Pursuant to the Amended and Restated Calpine Corporation 2008 Equity Incentive Plan, dated February 26, 2014)(incorporated by reference to Exhibit 10.4 to the Calpine’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed with the SEC on May 1, 2014). †
 
 
 
10.2.20
 
Form of Restricted Stock Award Agreement between the Company and John B. (Thad) Hill and Zamir Rauf (Pursuant to the Amended and Restated Calpine Corporation 2008 Equity Incentive Plan, dated February 26, 2014) (incorporated by reference to Exhibit 10.5 to the Calpine’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed with the SEC on May 1, 2014). †
 
 
 
10.2.21
 
Form of Performance Share Unit Award Agreement between the Company and Jack A. Fusco and W. Thaddeus Miller (Pursuant to the Amended and Restated Calpine Corporation 2008 Equity Incentive Plan, dated February 26, 2014) (incorporated by reference to Exhibit 10.6 to the Calpine’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed with the SEC on May 1, 2014). †
 
 
 
10.2.22
 
Form of Performance Share Unit Award Agreement between the Company and John B. (Thad) Hill and Zamir Rauf (Pursuant to the Amended and Restated Calpine Corporation 2008 Equity Incentive Plan, dated February 26, 2014) (incorporated by reference to Exhibit 10.7 to the Calpine’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed with the SEC on May 1, 2014). †
 
 
 
10.2.23
 
Separation Agreement between the Company and John Adams, dated August 4, 2015 (incorporated by reference to Exhibit 10.1 to the Calpine’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, filed with the SEC on October 30, 2015).
 
 
 
10.2.24
 
Amended and Restated Executive Employment Agreement between the Company and Jack A. Fusco, dated December 18, 2015 (incorporated by reference to Exhibit 10.2 to Calpine’s Current Report on Form 8-K, filed with the SEC on December 18, 2015).†
 
 
 

157



Exhibit
Number
 
Description
10.2.25
 
Amended and Restated Executive Employment Agreement between the Company and W. Thaddeus Miller, dated December 18, 2015 (incorporated by reference to Exhibit 10.3 to Calpine’s Current Report on Form 8-K, filed with the SEC on December 18, 2015).†
 
 
 
12.1
 
Computation of ratio of earnings to fixed charges.*
 
 
 
18.1
 
Letter of preferability regarding change in accounting principle from PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm (incorporated by reference to Exhibit 18.1 to Calpine’s Annual Report on Form 10-K for the year ended December 31, 2009, filed with the SEC on February 25, 2010).
 
 
 
21.1
 
Subsidiaries of the Company.*
 
 
 
23.1
 
Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.*
 
 
24.1
 
Power of Attorney of Officers and Directors of Calpine Corporation (set forth on the signature pages of this Form 10-K).*
 
 
 
31.1
 
Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
 
 
 
31.2
 
Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
 
 
 
32.1
 
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.‡
 
 
101.INS
 
XBRL Instance Document.*
 
 
 
101.SCH
 
XBRL Taxonomy Extension Schema.*
 
 
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase.*
 
 
 
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase.*
 
 
101.LAB
 
XBRL Taxonomy Extension Label Linkbase.*
 
 
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase.*
_______________
*
Filed herewith.

Furnished herewith.

Management contract or compensatory plan, contract or arrangement.

**
Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. Calpine will furnish supplementally a copy of any omitted schedule to the SEC upon request.

††
Portions of this exhibit have been omitted pursuant to a request for confidential treatment under Rule 24b-2 under the Securities Exchange Act of 1934.

158

EXHIBIT 10.1.19
Execution Version

AMENDMENT NO. 3
TO
CREDIT AGREEMENT
This AMENDMENT NO. 3 to the Credit Agreement, dated as of February 8, 2016 (this “ Amendment ”), is entered into among CALPINE CORPORATION, a Delaware corporation (the “ Borrower ”), the Guarantors, GOLDMAN SACHS BANK USA (“ GS Bank ”), as administrative agent (in such capacity and including any successors in such capacity, the “ Administrative Agent ”), GOLDMAN SACHS CREDIT PARTNERS L.P. (“ GSCP ”), as collateral agent (in such capacity and including any successors in such capacity, the “ Collateral Agent ”), the existing Lenders under the Credit Agreement party hereto (the “ Existing Lenders ”), the Fronting Banks party hereto, The Bank of Tokyo-Mitsubishi UFJ, Ltd. (“ Bank of Tokyo ”), as Successor Administrative Agent (as defined below), and MUFG Union Bank, N.A. (“ Union Bank ”), as Successor Collateral Agent (as defined below), and amends the Credit Agreement, dated as of December 10, 2010 (as amended by Amendment No. 1 to Credit Agreement, dated as of June 27, 2013, as further amended by Amendment No. 2 to Credit Agreement, dated as of July 30, 2014, and as may be further amended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), entered into among the Borrower, the institutions from time to time party thereto as Lenders, the Administrative Agent and the Collateral Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.
W I T N E S S E T H:
WHEREAS, the Borrower has requested, among other things, that (i) the Class B Lenders (as defined in Exhibit A hereto) increase the aggregate principal amount of their Revolving Commitments in the amounts opposite their respective names on Exhibit C hereto, (ii) the aggregate principal amount of the L/C Commitment be increased to $1,000,000,000, (iii) the expiration date of the Class B Lenders’ Revolving Commitments be extended to June 27, 2020 and (iv) each Existing Lender approve the Administrative Agent Succession and the Collateral Agent Succession (each as defined below);
WHEREAS, (i) GS Bank wishes to resign as Administrative Agent and GSCP wishes to resign as Collateral Agent in each case under the Credit Agreement and the other Loan Documents and (ii) Bank of Tokyo wishes to succeed GS Bank as Administrative Agent and (y) Union Bank wishes to succeed GSCP as Collateral Agent, in each case under the Credit Agreement and the other Loan Documents;
WHEREAS, each Class B Lender has agreed (on a several and not joint basis), subject to the terms and conditions set forth herein and in the Credit Agreement, as amended by this Amendment, to, among other things, (i) increase its Revolving Commitment in the amount set forth opposite such Class B Lender’s name on Exhibit C hereto (the “ New Revolving Commitments ”) and (ii) extend the expiration date of their Revolving Commitments to June 27, 2020;
WHEREAS, each Existing Lender has agreed (on a several and not joint basis), subject to the terms and conditions set forth herein and in the Credit Agreement, as amended by



        



this Amendment, to, among other things, (i) increase the aggregate principal amount of the L/C Commitment to $1,000,000,000, (ii) consent to the resignation of GS Bank as Administrative Agent under the Loan Documents and appoint Bank of Tokyo as successor to GS Bank as Administrative Agent thereunder (in such capacity, the “ Successor Administrative Agent ”), (iii) consent to the resignation of GSCP as Collateral Agent under the Loan Documents and appoint Union Bank as successor to GSCP as Collateral Agent thereunder (in such capacity, the “ Successor Collateral Agent ”) and (iv) each other amendment to the Credit Agreement set forth in Exhibit A ;
WHERAS, after giving effect to this Amendment, (i) GS Bank will be deemed a Class A Lender (as defined in Exhibit A hereto), (ii) each Existing Lender (other than GS Bank) will be deemed a Class B Lender, (iii) the Class A Revolving Commitments (as defined in Exhibit A hereto), on the one hand, and the Class B Revolving Commitments (as defined in Exhibit A hereto), on the other hand, will constitute separate tranches of Revolving Commitments under the Credit Agreement and (iv) the Revolving Commitments of each Lender shall be as set forth on Exhibit B hereto;
WHEREAS, (x) pursuant to Section 9.1(a) of the Credit Agreement, (i) an Existing Lender may increase the aggregate principal amount of its Revolving Commitment and extend the expiration date of its Revolving Commitment with the prior written consent of such Existing Lender and the Borrower and (ii) the Existing Lenders, the Administrative Agent, the Fronting Banks and the Borrower may make certain other amendments to the Credit Agreement and waive certain requirements thereunder and (y) pursuant to Section 6.2 of the Collateral Agency and Intercreditor Agreement, the Required First Lien Debtholders (as defined in the Collateral Agency and Intercreditor Agreement) may consent to the appointment of a successor Collateral Agent thereunder and under the other Loan Documents; and
WHEREAS, the Existing Lenders party hereto (which constitute (i) all of the Lenders under the Credit Agreement and (ii) the Required First Lien Debtholders under the Collateral Agency and Intercreditor Agreement, in each case as of the date hereof), the Administrative Agent, the Fronting Banks and the Borrower hereby consent to the amendments and waivers set forth herein;
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties hereto hereby agree as follows:
Section 1. Amendments to the Credit Agreement

The Credit Agreement is, effective as of the Amendment No. 3 Effective Date (as defined below), hereby amended to:
(a) delete the stricken text (indicated textually in the same manner as the following example: stricken text ) and to add the underlined text (indicated textually in the same manner as the following example: underlined text ) as set forth in the pages of the Unofficial Conformed Credit Agreement attached hereto as Exhibit A ;

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(b) remove Schedule 1.1A ( Revolving Commitment Amounts ) and replace it in its entirety by new Schedule 1.1A attached hereto as Exhibit B ;
(c) remove Schedule 1.1C ( Mortgaged Properties ) and replace it in its entirety by new Schedule 1.1C attached hereto as Exhibit D;

Section 2. Acknowledgements and Consents .
(a)    Pursuant to Section 9.1(a) of the Credit Agreement, the Administrative Agent, the Fronting Banks, the Borrower and each Existing Lender hereby consent to this Amendment, including, without limitation, the New Revolving Commitments and the other amendments set forth in Section 1 hereof and the actions described in clauses (b), (c), (d) and (e) below.
(b)    The Borrower and each Existing Lender hereby acknowledge and agree that (x) as of the date hereof, GS Bank shall be deemed to have given notice of resignation as Administrative Agent under the Credit Agreement and the other Loan Documents pursuant to Section 8.9 of the Credit Agreement and (y) on the Administrative Agent Succession Effective Date (as defined below), Bank of Tokyo shall be the Administrative Agent under the Credit Agreement and the other Loan Documents (collectively, the “ Administrative Agent Succession ”). All of the Existing Lenders hereby waive the ten (10) day notice requirement under Section 8.9 of the Credit Agreement in connection with such resignation, and acknowledge and agree that the Administrative Agent Succession may occur within the forty-five (45) day period following the Amendment No. 3 Effective Date (or such longer period as GS Bank and Bank of Tokyo shall agree in their sole discretion) pursuant to written agreement(s) (which may be considered Loan Documents) to be entered into among GS Bank, Bank of Tokyo, the Borrower and the other Loan Parties reasonably acceptable to each of GS Bank, Bank of Tokyo and the Borrower (such date, the “ Administrative Agent Succession Effective Date ”). All of the Existing Lenders hereby appoint Bank of Tokyo as Successor Administrative Agent as of the Administrative Agent Succession Effective Date.
(c)    The Borrower and each Existing Lender hereby acknowledge and agree (x) that as of the date hereof, GSCP shall be deemed to have given notice of resignation as Collateral Agent under the Collateral Agency and Intercreditor Agreement and the other Loan Documents pursuant to Section 6.1 of the Collateral Agency and Intercreditor Agreement to the Borrower and the Existing Lenders and (y) on the Collateral Agent Succession Effective Date (as defined below), Union Bank shall be the Collateral Agent under the Collateral Agency and Intercreditor Agreement and the other Loan Documents (collectively, the “ Collateral Agent Succession ” and, together with the Administrative Agent Succession, the “ Agent Successions ”). Pursuant to Section 6.2 of the Collateral Agency and Intercreditor Agreement, all of the Existing Lenders (which constitute the Required First Lien Debtholders required to make an Act of Required Debtholders (as defined in the Collateral Agency and Intercreditor Agreement) thereunder as of the date hereof) hereby acknowledge and agree that the Collateral Agent Succession may occur during the forty-five (45) day period following the Amendment No. 3 Effective Date (or such longer period as GSCP and Union Bank shall agree in their sole discretion) pursuant to written agreement(s) (which may be considered Loan Documents) to be entered into among GSCP, Union Bank, the Borrower and the other Loan Parties reasonably acceptable to each of GSCP, Union Bank and the Borrower (such date, the “ Collateral Agent

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Succession Effective Date ”). All of the Existing Lenders hereby appoint Union Bank as Successor Collateral Agent as of the Collateral Agent Succession Effective Date.
(d)    The Borrower and the Existing Lenders hereby authorize GS Bank and GSCP as resigning Administrative Agent and resigning Collateral Agent, respectively, and Bank of Tokyo and Union Bank as Successor Administrative Agent and Successor Collateral Agent, respectively, to enter into any amendments to any Loan Document, including assignments of mortgages, or other documentation and to take such actions (including making filings) reasonably necessary to effect the Agent Successions (as reasonably determined by GS Bank, GSCP, Bank of Tokyo, Union Bank and the Borrower).  The parties hereto agree that, (x) on the Administrative Agent Succession Effective Date, (i) Bank of Tokyo shall succeed to and become vested with all the rights, powers and duties of the Administrative Agent under the Credit Agreement and the other Loan Documents, and the term “Administrative Agent” thereunder shall mean Bank of Tokyo and (ii) GS Bank’s rights, powers and duties as Administrative Agent under the Credit Agreement and the other Loan Documents shall be terminated, without any other or further act or deed on the part of GS Bank or any of the parties hereto and (y) on the Collateral Agent Succession Effective Date, (i) Union Bank shall succeed to and become vested with all the rights, powers and duties of the Collateral Agent under the Credit Agreement and the other Loan Documents, and the term “Collateral Agent” thereunder shall mean Union Bank and (ii) GSCP’s rights, powers and duties as Collateral Agent under the Credit Agreement and the other Loan Documents shall be terminated, without any other or further act or deed on the part of GSCP or any of the parties hereto. GSCP, as resigning Collateral Agent, agrees to execute and deliver assignments of mortgages and other documentation as the Successor Collateral Agent may reasonably request (and to the extent such assignments and documentation are reasonably acceptable to GSCP) to evidence the assignment and transfer referred to above. The Borrower acknowledges and agrees, that as a condition to Union Bank becoming the Collateral Agent under the Credit Agreement, Union Bank will require a customary perfection/UCC diligence certificate reasonably acceptable to Union Bank executed and delivered by the Loan Parties (it being understood and agreed that a perfection/UCC diligence certificate which is substantially consistent with perfection/UCC diligence certificates previously delivered to GSCP as Collateral Agent is acceptable to Union Bank).
(e)      The Borrower and the Existing Lenders hereby acknowledge and agree (x) to the extent that the Administrative Agent Succession Effective Date does not occur, GS Bank shall continue to serve as Administrative Agent under the Loan Documents until it resigns as Administrative Agent in accordance with Section 8.9 of the Credit Agreement and a successor Administrative Agent is appointed in accordance therewith and (y) to the extent that the Collateral Agent Succession Effective Date does not occur, GSCP shall continue to serve as Collateral Agent under the Loan Documents until it resigns as Collateral Agent in accordance with Section 6.1 of the of Collateral Agency and Intercreditor Agreement and a successor Collateral Agent is appointed in accordance with Section 6.2 thereof.
(f)      The Borrower and the Existing Lenders acknowledge and agree that (x) neither Bank of Tokyo nor Union Bank as Successor Administrative Agent or Successor Collateral Agent, as applicable, shall bear any responsibility for any actions taken or omitted to be taken by GS Bank or GSCP prior to the Administrative Agent Succession Effective Date or the Collateral Agent Succession Effective Date, as applicable, in its capacity as Administrative

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Agent or Collateral Agent, as applicable, under the Loan Documents and (y) neither GS Bank nor GSCP shall bear any responsibility for any actions taken or omitted to be taken by Bank of Tokyo nor Union Bank after the Administrative Agent Succession Effective Date or Collateral Agent Succession Effective Date, as applicable, in its capacity as Successor Administrative Agent or Successor Collateral Agent, as applicable, under the Loan Documents.
Section 3.      New Revolving Commitments . Each Class B Lender has agreed (on a several and not joint basis), subject to the terms and conditions set forth herein and in the Credit Agreement, as amended by this Amendment, to increase its Revolving Commitment in the amount set forth opposite such Class B Lender’s name on Exhibit C hereto and that from and after the Amendment No. 3 Effective Date its aggregate Revolving Commitment shall be in the amount set forth opposite such Class B Lender’s name on Exhibit B hereto. For the avoidance of doubt, nothing in this Amendment shall reduce the aggregate amount of Incremental Revolving Facilities permitted to be obtained pursuant to Section 2.25 of the Credit Agreement.
Section 4.      Reclassification of the Revolving Commitments; Reallocation .
(a)      On the Amendment No. 3 Effective Date, each Class B Lender shall (i) automatically be classified as a Class B Lender under the Credit Agreement on the terms and conditions set forth therein and (ii) have its entire Revolving Commitment automatically reclassified as a Class B Revolving Commitment.
(b)      On the Amendment No. 3 Effective Date, each Class A Lender shall (i) automatically be classified as a Class A Lender under the Credit Agreement on the terms and conditions set forth therein and (ii) have its entire Revolving Commitment automatically reclassified as a Class A Revolving Commitment.
(c)      On the Amendment No. 3 Effective Date, the Borrower shall, in coordination with the Administrative Agent, repay outstanding Revolving Loans of certain of the Existing Lenders, and incur additional Revolving Loans from certain of the other Existing Lenders to the extent necessary so that all of the Lenders participate in each outstanding Borrowing of Revolving Loans pro rata on the basis of their respective Revolving Commitment Percentage (after giving effect to any increase in the Revolving Commitments of the Class B Lenders and any reclassification of the Revolving Commitments of the Lenders pursuant to this Amendment). The participations in any outstanding Letters of Credit and any outstanding Swingline Loans shall each be adjusted in accordance with each Lender’s Revolving Commitment Percentage as reallocated in accordance with such increase in and reclassification of Revolving Commitments.
Section 5.      Conditions Precedent to the Effectiveness of this Amendment
This Amendment shall become effective as of the date first written above when, and only when, each of the following conditions precedent shall have been satisfied (the “ Amendment No. 3 Effective Date ”):

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(a)      Executed Counterparts. The Administrative Agent shall have received this Amendment, duly executed by the Borrower, the Guarantors, the Administrative Agent, the Fronting Banks, each Existing Lender, the Successor Administrative Agent and the Successor Collateral Agent;
(b)      No Default or Event of Defaul t. Before and after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing under the Credit Agreement;
(c)      Representations and Warranties . The representations and warranties of the Borrower contained in Article 3 of the Credit Agreement and Section 7 of this Amendment and any other Loan Document shall be true and correct in all material respects (and in all respects if qualified by materiality) on and as of the Amendment No. 3 Effective Date, as if made on and as of such date, except to the extent that such representations and warranties specifically relate to a specific date, in which case such representations and warranties shall be true and correct in all material respects as of such specific date; provided, however, that references therein to the “Credit Agreement” shall be deemed to refer to the Credit Agreement as amended hereby and after giving effect to the consents, waivers and amendments set forth herein;
(d)      Officer’s Certificate . The Borrower shall have provided a certificate signed by a Responsible Officer of the Borrower certifying as to the satisfaction of the conditions set forth in paragraphs (b) and (c) of this Section 5;
(e)      Fees and Expenses Paid . The Borrower shall have paid (i) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and RBC Capital Markets 1 (“ RBCCM ”) as the sole bookrunner of this Amendment in connection with the preparation, reproduction, execution and delivery of this Amendment (including, without limitation, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent and RBCCM with respect thereto) and all other fees then due and payable to the Administrative Agent and RBCCM in connection with this Amendment and (ii) for the account of each Class B Lender party hereto (x) a fee equal to 0.50% of the amount of such Class B Lender’s New Revolving Commitment to be in effect immediately after the Amendment No. 3 Effective Date and (y) a fee equal to 0.25% of the amount of such Class B Lender’s Revolving Commitment in effect immediately prior to the Amendment No. 3 Effective Date; and
(f)      Flood Determinations. The Administrative Agent shall have received with respect to each Mortgaged Property (i) a completed “life-of-loan” Federal Emergency Management Agency standard flood hazard determination (together with a notice about Special Flood Hazard Area status and flood disaster assistance duly executed by the applicable Loan Party relating thereto) and (ii) evidence of flood insurance satisfying the requirements of Section 5.4 of the Credit Agreement and otherwise in form and substance reasonably satisfactory to the Administrative Agent.
1 RBC Capital Markets is a marketing name for the capital markets businesses of Royal Bank of Canada and its affiliates

-6-



(g)      Opinion of Counsel . The Administrative Agent shall have received an executed legal opinion of White & Case LLP, counsel to the Loan Parties, addressed to the Administrative Agent and the Lenders, and in form and substance reasonably satisfactory to the Administrative Agent.
(h)      Secretary’s Certificates. The Administrative Agent shall have received a certificate of the secretary or assistant secretary (or other authorized person) of each Loan Party, dated the Amendment No. 3 Effective Date and certifying:
(A) that (i) attached thereto is a true and complete copy of the certificate or articles of incorporation or organization such Loan Party certified as of a recent date by the secretary of state of the state of its organization (or that such organizational documents have not been amended since October 31, 2013), and that such certificate or articles are in full force and effect, (ii) attached thereto is a true and complete copy of the by-laws or operating agreements of each Loan Party as in effect on the Amendment No. 3 Effective Date (or that such organizational documents have not been amended since October 31, 2013) and (iii) attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or other governing body) of each Loan Party authorizing the execution, delivery and performance of this Amendment and the other documents to be executed in connection herewith, to which such Loan Party is a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and
(B) as to the incumbency and specimen signature of each officer executing this Amendment or any other document delivered in connection herewith on behalf of such Loan Party and signed by another officer as to the incumbency and specimen signature of the secretary or assistant secretary (or other authorized person) executing the certificate pursuant to this clause (h).

(i)      Good Standing Certificates. The Administrative Agent shall have received certificates of good standing (to the extent such concept exists in such Loan Party’s state of organization) from the applicable secretary of state of the state of organization of each Loan Party.
(j)      Mortgage Amendments. The Borrower shall, or shall cause the applicable Guarantor to, enter into an amendment to such of the mortgages encumbering the Mortgaged Properties as the Successor Administrative Agent may reasonably request based on the advice of local counsel in the jurisdiction in which each Mortgaged Property is located, in form reasonably acceptable to the Successor Administrative Agent, together, in each case, with opinions of counsel with respect thereto and date-down or modification endorsement, or other title product where such an endorsement is unavailable or as agreed to by the Collateral Agent, to the title policy insuring such mortgage.



-7-



Section 6.      Post-Closing Requirements. On the Collateral Agent Succession Effective Date (unless waived or extended by the Successor Administrative Agent in its sole discretion), with respect to each Mortgaged Property, the Successor Collateral Agent shall have received the following:
(a)      All documents, certifications and instruments as the Successor Collateral Agent may reasonably request (including, without limitation, local counsel review and approval of the assignments of mortgages from the Collateral Agent to the Successor Collateral Agent (which approval may be in the form of an electronic mail acknowledgement), and assignments of UCC fixture filings), each in form and substance reasonably satisfactory to the Successor Administrative Agent and the Borrower; and
(b)      (i) a completed “life-of-loan” Federal Emergency Management Agency standard flood hazard determination (together with a notice about Special Flood Hazard Area status and flood disaster assistance duly executed by the applicable Loan Party relating thereto) and (ii) evidence of flood insurance satisfying the requirements of Section 5.4 of the Credit Agreement and otherwise in form and substance reasonably satisfactory to the Successor Administrative Agent.
Section 7.      Representations and Warranties
On and as of the Amendment No. 3 Effective Date, after giving effect to this Amendment, each Loan Party hereby represents and warrants to the Administrative Agent and each Lender as follows:
(a)      this Amendment has been duly authorized, executed and delivered by each Loan Party and constitutes the legal, valid and binding obligation of each Loan Party enforceable against each Loan Party in accordance with its terms and the Credit Agreement as amended by this Amendment, except as may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws of general applicability relating to or limiting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law;
(b)      each of the representations and warranties contained in Section 3 (Representations and Warranties) of the Credit Agreement and each other Loan Document is true and correct in all material respects (and in all respects if qualified by materiality) on and as of the Amendment No. 3 Effective Date, as if made on and as of such date and except to the extent that such representations and warranties specifically relate to a specific date, in which case such representations and warranties shall be true and correct in all material respects as of such specific date; provided , however , that references therein to the “ Credit Agreement ” shall be deemed to refer to the Credit Agreement as amended hereby and after giving effect to the consents, waivers and amendments set forth herein; and
(c)      no Default or Event of Default has occurred, is continuing or existed immediately prior to giving effect to this Amendment.

-8-



Section 8.      Fees and Expenses; Indemnity
(a)      The Borrower agrees to pay in accordance with the terms of Section 9.5 (Payment of Expenses and Taxes) of the Credit Agreement all reasonable out-of-pocket costs and expenses of the Administrative Agent and RBCCM in connection with the preparation, reproduction, execution and delivery of this Amendment (including, without limitation, the reasonable and documented fees and out-of-pocket expenses of counsel for the Administrative Agent and RBCCM with respect thereto). The Borrower also agrees to pay (x) to each of GS Bank, GSCP, the Successor Administrative Agent and the Successor Collateral Agent all reasonable out-of-pocket costs and expenses incurred by it in connection with the Agent Successions, the Administrative Agent Succession Actions (as defined in Exhibit A hereto) and the execution and delivery of the written agreement(s) described Section 2(c) hereof, the execution and delivery of all further documents, certificates and instruments contemplated thereby or reasonably requested by GSCP or Union Bank (including, without limitation, any UCC and other filings and assignments of mortgages and intellectual property agreements) and the performance of all administrative or other actions reasonably necessary (as determined by GSCP and Union Bank) for Union Bank to succeed GSCP as “Collateral Agent” under the Credit Agreement and the other Loan Documents (including, without limitation, the reasonable and documented fees and out-of-pocket expenses of one counsel for each of GS Bank, GSCP, the Successor Administrative Agent and the Successor Collateral Agent with respect to the foregoing), whether or not the Agent Successions become effective and (y) to the respective Existing Lenders any costs of the type referred to in Section 2.20 of the Credit Agreement in connection with any repayment and/or Borrowing pursuant to Section 4 of this Amendment.
(b)      GS Bank, as resigning Administrative Agent effective as of the Administrative Agent Succession Effective Date, shall be entitled to all the benefits of Sections 8 and 9.5 of the Credit Agreement (as such sections are amended hereby and after giving effect to the consents, waivers and amendments set forth herein, and without giving effect to any future amendment, waiver or other modification thereof after the Amendment No. 3 Effective Date that is materially adverse to GS Bank, GSCP or any of their respective sub-agents, officers, partners, members, directors, trustees, advisors, employees, agents and Affiliates) as to any actions taken or omitted to be taken by it and its sub-agents, officers, partners, members, directors, trustees, advisors, employees, agents and Affiliates while it was Administrative Agent under the Credit Agreement and the other Loan Documents. GSCP, as resigning Collateral Agent effective as of the Collateral Agent Succession Effective Date, shall be entitled to all the benefits of Sections 8 and 9.5 of the Credit Agreement as to any actions taken or omitted to be taken by it and its sub-agents, officers, partners, members, directors, trustees, advisors, employees, agents and Affiliates while it was Collateral Agent under the Credit Agreement and the other Loan Documents.
Section 9.      Reference to the Effect on the Loan Documents
(a)      As of the Amendment No. 3 Effective Date, each reference in the Credit Agreement to “ this Agreement ,” “ hereunder ,” “ hereof ,” “ herein ,” or words of like import, and each reference in the other Loan Documents to the Credit Agreement (including, without limitation, by means of words like “ thereunder ”, “ thereof ” and words of like import), shall mean and be a reference to the Credit Agreement as amended hereby, and this Amendment and the Credit Agreement shall be read together and construed as a single instrument.

-9-



(b)      Except as expressly amended hereby or specifically waived above, all of the terms and provisions of the Credit Agreement and all other Loan Documents are and shall remain in full force and effect and are hereby ratified and confirmed. Sections 8 and 9.5 of the Credit Agreement shall remain in full force and effect on and after the Administrative Agent Succession Effective Date and the Collateral Agent Succession Effective Date, as applicable, in accordance with the terms of the Credit Agreement with respect to GS Bank, GSCP and their respective sub-agents, officers, partners, members, directors, trustees, advisors, employees, agents and Affiliates with respect to the period of time in which they were acting as Administrative Agent and Collateral Agent under the Loan Documents.
(c)      The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Lenders (as such term is defined in the Credit Agreement and including, for the avoidance of doubt, the Existing Lenders), the Borrower, the Guarantors, the Lead Arrangers or the Administrative Agent under any of the Loan Documents, nor constitute a waiver or amendment of any other provision of any of the Loan Documents or for any purpose except as expressly set forth herein.
(d)      This Amendment is a Loan Document.
Section 10.      Reaffirmation
Each Loan Party hereby expressly acknowledges the terms of this Amendment and reaffirms, as of the date hereof, (i) the covenants and agreements contained in each Loan Document to which it is a party, as well as, with respect to the Letter of Credit Fees described therein, that certain Fee Letter, dated as of December 10, 2010, by and between Deutsche Bank AG New York Branch and the Borrower, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Amendment and the transactions contemplated hereby and (ii) its guarantee of the Obligations (including, without limitation, the New Revolving Commitments and any Borrowings thereunder) under the Guarantee and Collateral Agreement, as applicable, and its grant of Liens on the Collateral to secure the Obligations (including, without limitation, the New Revolving Commitments and any Borrowings thereunder) pursuant to the Security Documents.
Section 11.      Execution in Counterparts
This Amendment may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are attached to the same document. Delivery of an executed counterpart by telecopy shall be effective as delivery of a manually executed counterpart of this Amendment.
Section 12.      Governing Law
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED

-10-



AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
Section 13.      Section Titles
The section titles contained in this Amendment are and shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto, except when used to reference a section. Any reference to the number of a clause, sub-clause or subsection of any Loan Document immediately followed by a reference in parenthesis to the title of the section of such Loan Document containing such clause, sub-clause or subsection is a reference to such clause, sub-clause or subsection and not to the entire section; provided , however , that, in case of direct conflict between the reference to the title and the reference to the number of such section, the reference to the title shall govern absent manifest error. If any reference to the number of a section (but not to any clause, sub-clause or subsection there-of) of any Loan Document is followed immediately by a reference in parenthesis to the title of a section of any Loan Document, the title reference shall govern in case of direct conflict absent manifest error.
Section 14.      Notices
All communications and notices hereunder shall be given as provided in the Credit Agreement.
Section 15.      Severability
The fact that any term or provision of this Agreement is held invalid, illegal or unenforceable as to any person in any situation in any jurisdiction shall not affect the validity, enforceability or legality of the remaining terms or provisions hereof or the validity, enforceability or legality of such offending term or provision in any other situation or jurisdiction or as applied to any person.
Section 16.      Successors
The terms of this Amendment shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.
Section 17.      Jurisdiction; Waiver of Jury Trial
The jurisdiction and waiver of right to trial by jury provisions in Sections 9.12 and 9.16 of the Credit Agreement are incorporated herein by reference mutatis mutandis.
[SIGNATURE PAGES FOLLOW]


-11-




IN WITNESS WHEREOF , the parties hereto have caused this Amendment to be executed by their respective officers and general partners thereunto duly authorized, as of the date first written above.

 
 
 
 
 
 
CALPINE CORPORATION
By:
/s/ ZAMIR RAUF
 
Name: Zamir Rauf
Title: Executive Vice President and
Chief Financial Officer
 
 
 
 
 


Calpine Corporation Revolving Credit Agreement
Amendment No.3



IN WITNESS WHEREOF , the parties hereto have caused this Amendment to be executed by their respective officers and general partners thereunto duly authorized, as of the date first written above.
 
THE GUARANTORS SET FORTH ON
 
ANNEX I & II TO THIS SIGNATURE
 
PAGE
 
 
 
 
By:
/s/ ZAMIR RAUF
 
 
Name: Zamir Rauf
Title: Chief Financial Officer

 
THE GUARANTORS SET FORTH ON
 
ANNEX III & IV TO THIS SIGNATURE
 
PAGE
 
 
 
 
By:
/s/ HETHER BENJAMIN BROWN
 
 
Name: Hether Benjamin Brown
Title: Vice President



Calpine Corporation Revolving Credit Agreement
Amendment No.3



ANNEX I

Name of Guarantor
Anacapa Land Company, LLC
Anderson Springs Energy Company
Auburndale Peaker Energy Center, LLC
Aviation Funding Corp.
Baytown Energy Center, LLC
CalGen Expansion Company, LLC
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 Calistoga Holdings, LLC
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.
 


 
 
 



Name of Guarantor
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 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 Solar, LLC
Calpine Stony Brook Operators, Inc.
Calpine Stony Brook, Inc.
Calpine TCCL Holdings, Inc.
Calpine Texas Pipeline GP, Inc.
Calpine Texas Pipeline LP, Inc.
Calpine Texas Pipeline, L.P.
 
 
 



 
 
 



Name of Guarantor
Calpine University Power, Inc.
Calpine Vineland Solar, LLC
CES Marketing IX, LLC
CES Marketing X, LLC
Channel Energy Center, LLC
Clear Lake Cogeneration Limited Partnership
Corpus Christi Cogeneration, LLC
CPN 3 rd  Turbine, Inc.
CPN Acadia, Inc.
CPN Cascade, Inc.
CPN Clear Lake, Inc.
CPN Pipeline Company
CPN Pryor Funding Corporation
CPN Telephone Flat, Inc.
Delta 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.
Modoc Power, Inc.
Morgan Energy Center, LLC
New Development Holdings, LLC
NTC Five, Inc.
Pastoria Energy Center, LLC
Pastoria Energy Facility L.L.C.
Pine Bluff Energy, LLC
RockGen Energy LLC
 
 



 
 
 



Name of Guarantor
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
Zion Energy LLC




 
 
 




ANNEX II

Name of Guarantor
Deer Park Energy Center LLC
Deer Park Holdings, LLC
Metcalf Energy Center, LLC
Metcalf Holdings, LLC

































 
 
 



ANNEX III

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









































 
 
 




ANNEX IV

Name of Guarantor
Calpine Operating Services Company, Inc.





 
 
 



 
 
 
 
GOLDMAN SACHS BANK USA,
 
 
as Administrative Agent
 
 
 
 
By:
/s/ DOUGLAS TANSEY
 
 
Name: Douglas Tansey
Title: Authorized Signatory


Calpine Corporation Revolving Credit Agreement
Amendment No.3


 
 
 
 
GOLDMAN SACHS CREDIT PARTNERS L.P.,
 
 
as Collateral Agent
 
 
 
 
By:
/s/ DOUGLAS TANSEY
 
 
Name: Douglas Tansey
Title: Authorized Signatory


Calpine Corporation Revolving Credit Agreement
Amendment No.3


 
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
 
as Successor Administrative Agent
 
 
 
 
 
 
By:
/s/ LAWRENCE BLAT
 
 
Name: Lawrence Blat
Title: Authorized Signatory
 
MUFG UNION BANK, N.A.,
 
as Successor Collateral Agent
 
 
 
 
 
 
By:
 
 
 
Name:
Title:


Calpine Corporation Revolving Credit Agreement
Amendment No.3


 
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
 
as Successor Administrative Agent
 
 
 
 
 
 
By:
 
 
 
Name:
Title:
 
MUFG UNION BANK, N.A.,
 
as Successor Collateral Agent
 
 
 
 
 
 
By:
/s/ SONIA N. FLORES
 
 
Name: Sonia N. Flores
Title: Vice President


Calpine Corporation Revolving Credit Agreement
Amendment No.3


The undersigned Existing Lender hereby irrevocably and unconditionally approves of and consents to the Amendment with respect to the Revolving Commitment held by such Existing Lender and confirms its Revolving Commitment set forth on Exhibit B to the Amendment.

 
ROYAL BANK OF CANADA,
 
as an Existing Lender and as a Fronting Bank
 
 
 
 
 
 
By:
/s/ FRANK LAMBRINOS
 
 
Name: Frank Lambrinos
Title: Authorized Signatory


Calpine Corporation Revolving Credit Agreement
Amendment No.3

        

The undersigned Existing Lender hereby irrevocably and unconditionally approves of and consents to the Amendment with respect to the Revolving Commitment held by such Existing Lender and confirms its Revolving Commitment set forth on Exhibit B to the Amendment.

 
GOLDMAN SACHS CREDIT PARTNERS L.P.,
 
as an Existing Lender
 
 
 
 
 
 
By:
/s/ JERRY I I
 
 
Name: Jerry I I
Title: Authorized Signatory




Calpine Corporation Revolving Credit Agreement
Amendment No.3


The undersigned Existing Lender hereby irrevocably and unconditionally approves of and consents to the Amendment with respect to the Revolving Commitment held by such Existing Lender and confirms its Revolving Commitment set forth on Exhibit B to the Amendment.

 
DEUTSCHE BANK AG NEW YORK BRANCH,
 
as an Existing Lender and as a Fronting Bank
 
 
 
 
 
 
By:
/s/ MARCUS M. TARKINGTON
 
 
Name: Marcus M. Tarkington
Title: Director
 
 
 
 
By:
/s/ ANCA TRIFAN
 
 
Name: Anca Trifan
Title: Managing Director


Calpine Corporation Revolving Credit Agreement
Amendment No.3


The undersigned Existing Lender hereby irrevocably and unconditionally approves of and consents to the Amendment with respect to the Revolving Commitment held by such Existing Lender and confirms its Revolving Commitment set forth on Exhibit B to the Amendment.

 
Morgan Stanley Bank, N.A.,
 
as an Existing Lender
 
 
 
 
 
 
By:
/s/ MICHAEL KING
 
 
Name: Michael King
Title: Authorized Signatory



Calpine Corporation Revolving Credit Agreement
Amendment No.3


The undersigned Existing Lender hereby irrevocably and unconditionally approves of and consents to the Amendment with respect to the Revolving Commitment held by such Existing Lender and confirms its Revolving Commitment set forth on Exhibit B to the Amendment.

 
Morgan Stanley Senior Funding, Inc.,
 
as an Existing Lender
 
 
 
 
 
 
By:
/s/ MICHAEL KING
 
 
Name: Michael King
Title: Vice President


Calpine Corporation Revolving Credit Agreement
Amendment No.3


The undersigned Existing Lender hereby irrevocably and unconditionally approves of and consents to the Amendment with respect to the Revolving Commitment held by such Existing Lender and confirms its Revolving Commitment set forth on Exhibit B to the Amendment.

 
CITIBANK, N.A.,
 
as an Existing Lender
 
 
 
 
 
 
By:
/s/ KIRKWOOD ROLAND
 
 
Name: Kirkwood Roland
Title: Managing Director & Vice President


Calpine Corporation Revolving Credit Agreement
Amendment No.3


The undersigned Existing Lender hereby irrevocably and unconditionally approves of and consents to the Amendment with respect to the Revolving Commitment held by such Existing Lender and confirms its Revolving Commitment set forth on Exhibit B to the Amendment.

 
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
 
as an Existing Lender
 
 
 
 
 
 
By:
/s/ MIKHAIL FAYBUSOVICH
 
 
Name: Mikhail Faybusovich
Title: Authorized Signatory
 
 
 
 
By:
/s/ GREGORY FANTONI
 
 
Name: Gregory Fantoni
Title: Authorized Signatory


Calpine Corporation Revolving Credit Agreement
Amendment No.3


The undersigned Existing Lender hereby irrevocably and unconditionally approves of and consents to the Amendment with respect to the Revolving Commitment held by such Existing Lender and confirms its Revolving Commitment set forth on Exhibit B to the Amendment.

 
Bank of America, N.A.,
 
as an Existing Lender
 
 
 
 
 
 
By:
/s/ WILLIAM MERRITT
 
 
Name: William Merritt
Title: Director


Calpine Corporation Revolving Credit Agreement
Amendment No.3


The undersigned Existing Lender hereby irrevocably and unconditionally approves of and consents to the Amendment with respect to the Revolving Commitment held by such Existing Lender and confirms its Revolving Commitment set forth on Exhibit B to the Amendment.

 
MUFG UUNION BANK, N.A.
 
(FKA UNION BANK, N.A.)
 
as an Existing Lender and as a Fronting Bank
 
 
 
 
 
 
By:
/s/ PAUL V. FARRELL
 
 
Name: Paul V. Farrell
Title: Managing Director
 
THE BANK OF TOKYA-MITSUBISHI UFJ, LTD.,
 
as an Existing Lender
 
 
 
 
 
 
By:
/s/ PAUL V. FARRELL
 
 
Name: Paul V. Farrell
Title: Managing Director


Calpine Corporation Revolving Credit Agreement
Amendment No.3


The undersigned Existing Lender hereby irrevocably and unconditionally approves of and consents to the Amendment with respect to the Revolving Commitment held by such Existing Lender and confirms its Revolving Commitment set forth on Exhibit B to the Amendment.

 
BARCLAYS BANK PLC,
 
as an Existing Lender
 
 
 
 
 
 
By:
/s/ VANESSA KURBATSKIY
 
 
Name: Vanessa Kurbatskiy
Title: Vice President


Calpine Corporation Revolving Credit Agreement
Amendment No.3


The undersigned Existing Lender hereby irrevocably and unconditionally approves of and consents to the Amendment with respect to the Revolving Commitment held by such Existing Lender and confirms its Revolving Commitment set forth on Exhibit B to the Amendment.

 
UBS AG, STAMFORD BRANCH,
 
as an Existing Lender
 
 
 
 
 
 
By:
/s/ DARLENE ARIAS
 
 
Name: Darlene Arias
Title: Director
 
 
 
 
By:
/s/ DENISE BUSHEE
 
 
Name: Denise Bushee
Title: Associate Director


Calpine Corporation Revolving Credit Agreement
Amendment No.3


The undersigned Existing Lender hereby irrevocably and unconditionally approves of and consents to the Amendment with respect to the Revolving Commitment held by such Existing Lender and confirms its Revolving Commitment set forth on Exhibit B to the Amendment.

 
CREDIT AGRICOLE CORPORATE & INVESTMENT BANK,
 
as an Existing Lender
 
 
 
 
 
 
By:
/s/ AMIR AKHTAR
 
 
Name: Amir Akhtar
Title: Vice President
 
CREDIT AGRICOLE CORPORATE & INVESTMENT BANK,
 
as an Existing Lender
 
 
 
 
 
 
 
By:
/s/ KENNETH RICCIARDI
 
 
Name: Kenneth Ricciardi
Title: Director


Calpine Corporation Revolving Credit Agreement
Amendment No.3


The undersigned Existing Lender hereby irrevocably and unconditionally approves of and consents to the Amendment with respect to the Revolving Commitment held by such Existing Lender and confirms its Revolving Commitment set forth on Exhibit B to the Amendment.

 
BNP PARIBAS,
 
as an Existing Lender and a Fronting Bank
 
 
 
 
 
 
By:
/s/ THEODORE SHEEN
 
 
Name: Theodore Sheen
Title: Vice President
 
 
 
 
By:
/s/ KARIMA OMAR
 
 
Name: Karima Omar
Title: Vice President


Calpine Corporation Revolving Credit Agreement
Amendment No.3


EXHIBIT A
[COMPOSITE CONFORMED COPY INCORPORATING AMENDMENT NO. 1 TO CREDIT AGREEMENT, AMENDMENT NO. 2 TO CREDIT AGREEMENT AND AMENDMENT NO. 3 TO CREDIT AGREEMENT 1 ]
EXECUTION VERSION

CREDIT AGREEMENT
among
CALPINE CORPORATION,
as Borrower
and
THE LENDERS PARTY HERETO,
and
GOLDMAN SACHS BANK USA,
as Administrative Agent
(prior to the Administrative Agent Succession Effective Date),
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.,
as Administrative Agent
(on and after the Administrative Agent Succession Effective Date),
and
GOLDMAN SACHS CREDIT PARTNERS L.P.,
as Collateral Agent
(prior to the Collateral Agent Succession Effective Date),
MUFG UNION BANK, N.A.,
as Collateral Agent
(on and after the Collateral Agent Succession Effective Date),
and
CITIBANK, N.A.,
CREDIT SUISSE SECURITIES (USA) LLC and
DEUTSCHE BANK SECURITIES INC.,
as Co-Documentation Agents
and
MORGAN STANLEY SENIOR FUNDING, INC.,
as Syndication Agent
Dated as of December 10, 2010


1 This composite copy is to be used for reference purposes only; the definitive agreements with respect to the Credit Agreement are set forth in the originally executed Credit Agreement, Amendment No. 1 to Credit Agreement, Amendment No. 2 to Credit Agreement and Amendment No. 3 to Credit Agreement.




GOLDMAN SACHS BANK USA
CITIGROUP GLOBAL MARKETS INC.
DEUTSCHE BANK SECURITIES INC.
MORGAN STANLEY SENIOR FUNDING, INC.
RBS SECURITIES INC.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
UNION BANK, N.A.
BARCLAYS CAPITAL
CREDIT SUISSE SECURITIES (USA) LLC
J.P. MORGAN SECURITIES LLC
RBC CAPITAL MARKETS, LLC
UBS SECURITIES LLC
ING CAPITAL LLC
As Joint Lead Arrangers


- 2 -


Table of Contents
 
 
 
Page
 
SECTION 1
DEFINITIONS
 
 
 
 
 
 
1.1.
Defined Terms
1
 
 
1.2.
Other Definitional Provisions
33 36
 
 
1.3.
Delivery of Notices or Receivables
33 36
 
 
1.4.
Exchange Rates
33 36
 
 
 
 
 
 
 
SECTION 2
AMOUNT AND TERMS OF LOANS AND COMMITMENTS
 
 
 
 
 
 
2.1.
Revolving Commitments
34 37
 
 
2.2.
Procedure for Revolving Loan Borrowing
34 37
 
 
2.3.
Swingline Commitment
34 38
 
 
2.4.
Procedure for Swingline Borrowing; Refunding of Swingline Loans
35 39
 
 
2.5.
Letters of Credit
37 40
 
 
2.6.
Issuance of Letters of Credit
40 44
 
 
2.7.
Nature of Letter of Credit Obligations Absolute
40 44
 
 
2.8.
Repayment of Loans; Evidence of Debt
40 44
 
 
2.9.
Interest Rates and Payment Dates
41 45
 
 
2.10.
Computation of Interest and Fees
41 46
 
 
2.11.
Inability to Determine Interest Rate
42 46
 
 
2.12.
Optional Termination or Reduction of Revolving Commitment
42 46
 
 
2.13.
Optional Prepayment of Loans
42 47
 
 
2.14.
Mandatory Prepayment
43 47
 
 
2.15.
Conversion and Continuation Options
43 47
 
 
2.16.
Limitations on Eurodollar Tranches
43 48
 
 
2.17.
Pro Rata Treatment, etc.
44 48
 
 
2.18.
Requirements of Law
45 49
 
 
2.19.
Taxes
46 50
 
 
2.20.
Indemnity
49 53
 
 
2.21.
Change of Lending Office
49 53
 
 
2.22.
Fees
49 54
 
 
2.23.
Letter of Credit Fees
50 54
 
 
2.24.
Nature of Fees
50 54
 
 
2.25.
Incremental Revolving Loans
50 55
 
 
2.26.
Replacement of Lenders
52 56
 
 
2.27.
Extensions of Loans and Commitments
52 56
 
 
 
 
 
 
 
SECTION 3
REPRESENTATIONS AND WARRANTIES
 
 
 
 
 
 
3.1.
Existence; Compliance with Law
53 58
 
 
3.2.
Power; Authorizations; Enforceable Obligations
54 58
 
 
3.3.
No Legal Bar
54 58
 
 
3.4.
Accuracy of Information
54 58
 
 
3.5.
No Material Adverse Effect
54 59
 
 
3.6.
Subsidiaries
54 59
 
 
3.7.
Title to Assets; Liens
54 59
 
 
3.8.
Intellectual Property
54 59
 

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3.9.
Use of Proceeds
55 59
 
 
3.10.
Litigation
55 59
 
 
3.11.
Federal Reserve Regulations
55 59
 
 
3.12.
Solvency
55 59
 
 
3.13.
Taxes
55 59
 
 
3.14.
ERISA
55 60
 
 
3.15.
Environmental Matters; Hazardous Material
55 60
 
 
3.16.
Investment Company Act; Other Regulations
55 60
 
 
3.17.
Labor Matters
56 60
 
 
3.18.
Security Documents
56 60
 
 
3.19.
Energy Regulation
56 61
 
 
 
 
 
 
 
SECTION 4
CONDITIONS PRECEDENT
 
 
 
 
 
 
4.1.
Conditions to the Closing Date
56 61
 
 
4.2.
Conditions to Each Extension of Credit
59 63
 
 
 
 
 
 
 
SECTION 5
AFFIRMATIVE COVENANTS
 
 
 
 
 
 
5.1.
Financial Statements, Etc.
59 64
 
 
5.2.
Certificates; Other Information
60 65
 
 
5.3.
Maintenance of Existence; Compliance with Requirements of Law
61 66
 
 
5.4.
Maintenance of Property; Insurance
61 66
 
 
5.5.
Inspection of Property; Books and Records
62 66
 
 
5.6.
Notices
62 67
 
 
5.7.
Environmental Laws
63 67
 
 
5.8.
[Reserved].
63 67
 
 
5.9.
Further Assurances
63 67
 
 
 
 
 
 
 
SECTION 6
NEGATIVE COVENANTS
 
 
 
 
 
 
6.1.
Limitation on Indebtedness
64 69
 
 
6.2.
Limitation on Liens
66 70
 
 
6.3.
Merger, Consolidation, or Sale of Assets
66 70
 
 
6.4.
Limitation on Sale and Leaseback Transactions
67 71
 
 
6.5.
Limitation on Secured Commodity Hedging
67 72
 
 
6.6.
Financial Covenants
67 72
 
 
 
 
 
 
 
SECTION 7
EVENTS OF DEFAULT
 
 
 
 
 
 
7.1.
Events of Default
68 72
 
 
 
 
 
 
 
SECTION 8
THE AGENTS
 
 
 
 
 
 
8.1.
Appointment
70 75
 
 
8.2.
Delegation of Duties
70 75
 
 
8.3.
Exculpatory Provisions
71 75
 
 
8.4.
Reliance by the Administrative Agent
71 75
 
 
8.5.
Notice of Default
71 76
 
 
8.6.
Non-Reliance on Agents and Other Lenders
71 76
 

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8.7.
Indemnification
72 76
 
 
8.8.
Agent in Its Individual Capacity
72 76
 
 
8.9.
Successor Administrative Agent
72 77
 
 
8.10.
The Syndication Agent and the Documentation Agents
72 77
 
 
8.11.
Collateral Security
73 77
 
 
8.12.
Enforcement by the Administrative Agent and Collateral Agent
73 77
 
 
8.13.
Withholding Tax
73 77
 
 
 
 
 
 
 
SECTION 9
MISCELLANEOUS
 
 
 
 
 
 
9.1.
Amendments and Waivers
73 78
 
 
9.2.
Notices
75 80
 
 
9.3.
No Waiver; Cumulative Remedies
77 82
 
 
9.4.
Survival of Representations and Warranties
77 82
 
 
9.5.
Payment of Expenses and Taxes
77 82
 
 
9.6.
Successors and Assigns; Participations
78 84
 
 
9.7.
Adjustments; Setoff
81 87
 
 
9.8.
Counterparts
82 87
 
 
9.9.
Severability
82 87
 
 
9.10.
Integration
82 87
 
 
9.11.
GOVERNING LAW
82 87
 
 
9.12.
Submission To Jurisdiction; Waivers
82 87
 
 
9.13.
Acknowledgements
83 88
 
 
9.14.
Releases of Guarantees and Liens
83 88
 
 
9.15.
Confidentiality
84 89
 
 
9.16.
WAIVERS OF JURY TRIAL
85 90
 
 
9.17.
U.S.A. Patriot Act
85 90
 
 
9.18.
No Fiduciary Duty
85 90
 
 
9.19.
Lien Sharing and Priority Confirmation
85 90
 
 
9.20.
Credit Agreement
86 91
 
 
 
 
 
 
SCHEDULES
 
 
 
 
 
 
 
 
Schedule 1.1A - Revolving Commitment Amounts
 
 
 
Schedule 1.1C - Mortgaged Property
 
 
 
Schedule 1.1E - Generating Plants
 
 
 
Schedule 3.6 - Subsidiaries
 
 
 
Schedule 3.18(a) - UCC Filing Jurisdictions
 
 
 
Schedule 3.18(b) - Mortgage Filing Jurisdictions
 
 
 
 
 
 
 
EXHIBITS
 
 
 
 
 
 
 
 
Exhibit A-1 -
Form of Closing Certificate for the Borrower
 
 
 
Exhibit A-2 -
Form of Closing Certificate for Certain Guarantors
 
 
 
Exhibit B -
Form of Notice of Borrowing
 
 
 
Exhibit C -
Form of Assignment and Acceptance
 
 
 
Exhibit D -
Form of Letter of Credit Request
 
 
 
Exhibit E-1 -
Form of United States Tax Compliance Certificate (For Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
 
 
 
Exhibit E-2 -
Form of United States Tax Compliance Certificate (For Non-U.S. Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)
 
 

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Exhibit E-3 -
Form of United States Tax Compliance Certificate (For Non-U.S. Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)
 
 
 
Exhibit E-4 -
Form of United States Tax Compliance Certificate (For Non-U.S. Participants That Are Partnerships For U.S. Federal Income Tax Purposes)
 
 
 
Exhibit F -
Form of Notice of Continuation/Conversion
 
 
 
Exhibit G -
Form of Incremental Revolving Facility Amendment
 
 
 
Exhibit H -
[Reserved]
 
 
 
Exhibit I -
Form of Compliance Certificate
 
 


- iv -


THIS CREDIT AGREEMENT, dated as of December 10, 2010, among CALPINE CORPORATION, a Delaware corporation (the “ Borrower ”), GOLDMAN SACHS BANK USA (“ GS Bank ”), as administrative agent (in such capacity with respect to any period prior to the Administrative Agent Succession Effective Date (as defined below), THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. (“Bank of Tokyo”), as successor administrative agent on and after the Administrative Agent Succession Effective Date (each of the foregoing in such capacity during the applicable period and including any successors in such capacity, the “ Administrative Agent ”), GOLDMAN SACHS CREDIT PARTNERS L.P. , as collateral agent (in such capacity (“GSCP”), as collateral agent with respect to any period prior to the Collateral Agent Succession Effective Date (as defined in Amendment No. 3 (as defined below)), and MUFG Union Bank, N.A. (“Union Bank”), as successor collateral agent on and after the Collateral Agent Succession Effective Date (each of the foregoing in such capacity during the applicable period and including any successors in such capacity, the “ Collateral Agent ” and together with the Administrative Agent, the “ Agents ”), Citibank, N.A. (“ Citi ”), Credit Suisse Securities (USA) LLC (“ CS Securities ”), and Deutsche Bank Securities Inc. (“ DBSI ”), as co-documentation agents (collectively, the “ Documentation Agents ”), Morgan Stanley Senior Funding, Inc. (“ MSSF ”), as syndication agent (the Syndication Agent ”), and each of the financial institutions from time to time party hereto (collectively, the “ Lenders ”).
W I T N E S S E T H :
WHEREAS, the Borrower entered into the Existing Credit Agreement (as defined below);
WHEREAS, the Borrower intends to replace the revolving loan commitments and all related outstanding revolving loans, swingline loans and letters of credit under the Existing Credit Agreement with the extensions of credit and commitments under this Agreement; and
WHEREAS, as a result of the replacement described in the preceding recital, this Agreement shall constitute a “Credit Agreement” for purposes of (and as defined in) the Collateral Agency and Intercreditor Agreement (as defined below), the Guarantee and Collateral Agreement (as defined below) and the other Security Documents (as defined below);
NOW, THEREFORE, the parties hereto hereby agree as follows:
SECTION 1
Definitions
1.1.     Defined Terms . As used in this Agreement, the following terms shall have the meanings specified below:
2017 Notes ”: the Borrower’s 7.25% Senior Secured Notes due 2017.
2017 Notes Issue Date ”: October 21, 2009.
2019 Notes ”: the Borrower’s 8% Senior Secured Notes due 2019.
2020 Notes ”: the Borrower’s 7.875% Senior Secured Notes due 2020.
2021 Notes ”: the Borrower’s 7.50% Senior Secured Notes due 2021.
2021 Notes Issue Date ”: October 22, 2010.
Act of Required Debtholders ”: the meaning provided in the Collateral Agency and Intercreditor Agreement (as in effect on the Closing Date).
Additional Lender ”: the meaning set forth in Section 2.25(b)(ii) .




- 1 -


Administrative Agent ”: the meaning set forth in the preamble to this Agreement.
“Administrative Agent Succession Actions”: the execution and delivery of a successor agency agreement related to the Administrative Agent Succession (as defined in Amendment No. 3) by GS Bank, Bank of Tokyo and the Loan Parties party thereto on the Administrative Agent Succession Effective Date, the execution and delivery of all further documents, certificates and instruments contemplated thereby or reasonably requested by GS Bank or Bank of Tokyo and the performance of all administrative or other actions reasonably necessary (as reasonably determined by GS Bank and Bank of Tokyo) for Bank of Tokyo to succeed GS Bank as “Administrative Agent” hereunder and under the other Loan Documents pursuant to Section 8.9 hereof.
“Administrative Agent Succession Effective Date”: the date on which Bank of Tokyo shall succeed GS Bank as “Administrative Agent” hereunder and under the other Loan Documents pursuant to Section 8.9 hereof, which date shall be the date on which the Administrative Agent Succession Actions are completed; provided that the Administrative Agent Succession Effective Date shall occur not later than forty-five (45) days after the Amendment No. 3 Effective Date (or such longer period as GS Bank and Bank of Tokyo shall agree in their sole discretion).
Affiliate ”: as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person whether through the ownership of voting securities, by contract or otherwise.
Agents ”: the meaning set forth in the preamble to this Agreement.
Aggregate Revolving Outstandings ”: at any time, the aggregate amount of the Revolving Extensions of Credit of the Lenders outstanding at such time the Class A Revolving Outstandings and the Class B Revolving Outstandings .
Agreement ”: this Credit Agreement, as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.
Alternative Currency ”: Canadian dollars.
“Amendment No. 3”: that certain Amendment No. 3 to Credit Agreement, dated as of February 8, 2016, among the Borrower, the other Loan Parties, the Administrative Agent, the Collateral Agent, the Lenders party thereto and the other parties party thereto.
Amendment No. 1 Effective Date ”: means June 27, 2013.
Amendment No. 2 Effective Date ”: means July 30, 2014.
“Amendment No. 3 Effective Date”: means February 8, 2016.
Applicable Margin ”: with respect to Revolving Loans and Swingline Loans, (a) from the Amendment No. 1 Effective Date until one Business Day after the date of delivery of the Compliance Certificate and the financial statements for the period ending June 30, 2013, the applicable percentage per annum set forth below determined by reference to Pricing Level 1; and (b) thereafter, the applicable percentage per annum set forth below determined by reference to the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate delivered to the Administrative Agent pursuant to Section 5.2(b)(ii)(x) :
Pricing Level
Consolidated
Leverage Ratio
Applicable
Margin for
Eurodollar Loans
Applicable
Margin for Base Rate Loans
1
≥ 4.50:1.00
2.25%
1.25%
2
< 4.50:1.00
2.00%
1.00%

- 2 -



No change in the Applicable Margin shall be effective until one Business Day after the date on which the applicable financial statements and a Compliance Certificate pursuant to Section 5.2(b)(ii)(x) calculating the Consolidated Leverage Ratio shall have been delivered to the Administrative Agent. At any time the Borrower has not submitted to the Administrative Agent the applicable information as and when required under Section 5.2(b)(ii)(x) , the Applicable Margin shall be determined as if Pricing Level 1 shall have applied until one Business Day after the delivery of such information to the Administrative Agent. Promptly upon receipt of the applicable information under Section 5.2(b)(ii)(x) , the Administrative Agent shall give each Lender telefacsimile or telephonic notice (confirmed in writing) of the Applicable Margin in effect from the date of delivery of such information by the Borrower to the Administrative Agent.
Applicable Revolving Commitment Fee Percentage ”: with respect to the Applicable Revolving Commitment Fee Percentage, (a) from the Amendment No. 1 Effective Date until one Business Day after the date of delivery of the Compliance Certificate and the financial statements for the period ending June 30, 2013, the applicable percentage per annum set forth below determined by reference to Pricing Level 1; and (b) thereafter, the applicable percentage per annum set forth below determined by reference to the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate delivered to the Administrative Agent pursuant to Section 5.2(b)(ii)(x) :
Pricing Level
Consolidated
Leverage Ratio
Applicable Revolving
Commitment Fee
Percentage
1
≥ 4.50:1.00
0.50%
2
< 4.50:1.00 but
≥ 3.75:1.00
0.375%
3
< 3.75:1.00
0.25%

No change in the Applicable Revolving Commitment Fee Percentage shall be effective until one Business Day after the date on which the applicable financial statements and a Compliance Certificate pursuant to Section 5.2(b)(ii)(x) calculating the Consolidated Leverage Ratio shall have been delivered to the Administrative Agent. At any time the Borrower has not submitted to the Administrative Agent the applicable information as and when required under Section 5.2(b)(ii)(x) , the Applicable Revolving Commitment Fee Percentage shall be determined as if Pricing Level 1 shall have applied until one Business Day after the delivery of such information to the Administrative Agent. Promptly upon receipt of the applicable information under Section 5.2(b)(ii)(x) , the Administrative Agent shall give each Lender telefacsimile or telephonic notice (confirmed in writing) of the Applicable Revolving Commitment Fee Percentage in effect from the date of delivery of such information by the Borrower to the Administrative Agent.
Approved Electronic Communication ”: any notice, demand, communication, information, document or other material that any Loan Party provides to the Administrative Agent pursuant to any Loan Document or the transactions contemplated therein which is distributed to the Agents or to the lenders by means of electronic communications pursuant to Section 9.2(b) .
Approved Fund ”: as defined in Section 9.6(b)(ii) .
Assignee ”: as defined in Section 9.6(b)(i) .
Assignment and Acceptance ”: in the case of assignments of Revolving Loans and Revolving Commitments, an assignment and acceptance entered into by a Lender and an Assignee and accepted by the Administrative Agent and each Fronting Bank to the extent required pursuant to Section 9.6, substantially in the form of Exhibit C hereto.

- 3 -


Available Revolving Commitment ”: as to any Lender at any time, an amount equal to the excess, if any, of (a) such Lender’s Revolving Commitment then in effect over (b) such Lender’s Revolving Extensions of Credit then outstanding; provided that in calculating any Lender’s Revolving Extensions of Credit for the purpose of determining such Lender’s Available Revolving Commitment pursuant to Section 2.22(a) , the aggregate principal amount of Swingline Loans then outstanding shall be deemed to be zero (collectively, as to all Lenders, the “ Available Revolving Commitments ”).
“Bail-In Action”: the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.
“Bail-In Legislation”: with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.
“Bank of Tokyo”: the meaning set forth in the preamble to this Agreement.
Bankrupt Subsidiary ”: any Subsidiary of the Borrower that is a debtor under the Bankruptcy Code as of the Closing Date.
Bankruptcy Code ”: The Bankruptcy Reform Act of 1978, as heretofore and hereafter amended, and codified as 11 U.S.C. §§ 101 et seq.
Base Rate ”: for any day, the higher of (a) the Federal Funds Effective Rate plus ½ of 1% per annum or , (b) the Prime Rate and (c) the Eurodollar Rate on such day for an Interest Period of one (1) month plus 1.00% . Any change in the Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective as of the opening of business on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.
Base Rate Loans ”: Loans the rate of interest applicable to which is based upon the Base Rate.
Beneficial Owner ”: has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act.
Benefited Lender ”: the meaning set forth in Section 9.7(a) .
Blue Spruce Refinancing Facility ”: a credit facility with Blue Spruce Energy Center, LLC as borrower, in a maximum original principal amount not to exceed $100,000,000, entered into to (among other things) repay or redeem outstanding indebtedness of Blue Spruce Energy Center, LLC.
Board of Directors ”:
(1)    with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;
(2)    with respect to a partnership, the board of directors of the general partner of the partnership;
(3)    with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof; and
(4)    with respect to any other Person, the board or committee of such Person serving a similar function.
Board of Governors ”: the Board of Governors of the Federal Reserve System of the United States or any Governmental Authority which succeeds to the powers and functions thereof.


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Borrower ”: the meaning set forth in the preamble to this Agreement.
Borrowing ”: the making of Loans by the Lenders on a single Borrowing Date a Class A Borrowing or a Class B Borrowing; provided that, for purposes of determining the minimum Borrowing amounts permitted hereunder, the Class A Borrowings and Class B Borrowings shall be aggregated together .
Borrowing Date ”: any Business Day specified in a notice pursuant to Section 2.2 as a date on which the Borrower requests a Loan hereunder.
Business Day ”: any day other than a Legal Holiday, provided that with respect to notices and determinations in connection with, and payments of principal and interest on, Eurodollar Loans, such day is also a day for trading by and between banks in Dollar deposits in the interbank eurodollar market.
CalGen Entities ”: the meaning set forth in the definition of “CalGen Prepetition Secured Obligations.”
CalGen Makewhole Payment ”: the aggregate amount, if any, of any actual or potential claims, premiums or penalties related to (i) any “makewhole”, repayment, prepayment or call provisions, (ii) any contract defaults or (iii) any contractual damages, in each case payable to the holders of the CalGen Prepetition Secured Obligations in connection with the repayment of the CalGen Prepetition Secured Obligations.
CalGen Prepetition Secured Obligations ”: the obligations under the $680,000,000 Third Priority Secured Floating Rate Notes Due 2011 and the $150,000,000 11.5% Third Priority Secured Notes Due 2011, in each case issued by Calpine Generating Company, LLC (“ CalGen ”) and CalGen Finance Corporation (“ CalGen Finance ” and, together with CalGen, the “CalGen Entities”) pursuant to that certain third priority indenture, dated as of March 23, 2004, among CalGen, CalGen Finance and Wilmington Trust Company FSB, as third priority trustee.
Capital Lease Obligation ”: at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet prepared in accordance with GAAP as in effect from time to time.
Capital Stock ”:
(1)    in the case of a corporation, corporate stock;
(2)    in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;
(3)    in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and
(4)    any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.
Case ”: any case pending under Chapter 11 of the Bankruptcy Code.
Cash Collateral ”: the meaning set forth in Section 2.3(a) .
Cash Collateralize ”: the meaning set forth in Section 2.3(a) .
Cash Equivalents ”:
(1)    United States dollars;

- 5 -


(2)    securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government ( provided that the full faith and credit of the United States is pledged in support of those securities) having maturities of not more than one year from the date of acquisition;
(3)    certificates of deposit and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with maturities not exceeding one year and overnight bank deposits, in each case, with any Lender or with any domestic commercial bank having capital and surplus in excess of $500.0 million and a Thomson Bank Watch Rating of “B” or better;
(4)    repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above;
(5)    commercial paper having one of the two highest ratings obtainable from Moody’s or S&P and, in each case, maturing within one year after the date of acquisition; and
(6)    money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (5) of this definition.
Cash Management Obligations ”: with respect to a Loan Party, any obligations of such Loan Party in respect of treasury management arrangements, depositary or other cash management services, including in connection with any automated clearing house transfer of funds or any similar transactions.
Change of Control ”: the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d) of the Exchange Act, but excluding any employee benefit plan of the Borrower or any of its Subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the Borrower, measured by voting power rather than number of shares.
Citi ”: the meaning set forth in the preamble to this Agreement.
“Class A Borrowing”: a borrowing consisting of simultaneous Class A Revolving Loans of the same Type and, in the case of Eurodollar Loans, having the same Interest Period, made by each of the Class A Lenders pursuant to Section 2.1(a).
“Class A Lender: at any time, any Lender that has a Class A Revolving Commitment at such time or, if the Class A Revolving Commitments have terminated, Class A Revolving Outstandings.
“Class A Original Termination Date”: June 27, 2018.
“Class A Revolving Commitment”: with respect to each Class A Lender, the obligation of such Class A Lender, if any, to make Class A Revolving Loans and participate in Swingline Loans and Letters of Credit in an aggregate principal and/or face amount not to exceed the amount set forth opposite its name on Schedule 1.1A hereto under the heading “Class A Revolving Commitment Amounts” or as may subsequently be set forth in the Register from time to time, as the same may be (x) reduced from time to time pursuant to Sections 2.12 and 2.14 or (y) increased from time to time pursuant to Section 2.25. The aggregate Class A Revolving Commitments of all Class A Lenders shall be $158,300,000 on the Amendment No. 3 Effective Date, as such amount may be adjusted from time to time in accordance with the terms of this Agreement.
“Class A Revolving Commitment Period”: the period from and including the Amendment No. 3 Effective Date to but not including the Class A Original Termination Date (or, if earlier, the Termination Date of the Class A Revolving Commitments).

- 6 -


“Class A Revolving Facility”: at any time, the aggregate amount of the Class A Lenders’ Class A Revolving Commitments at such time and the Extensions of Credit (including, without limitation, Class A Revolving Loans) made thereunder.
“Class A Revolving Loans”: the meaning set forth in Section 2.1(a).
“Class A Revolving Outstandings”: as to any Class A Lender at any time, an amount equal to the sum of (a) the aggregate principal amount of all Class A Revolving Loans held by such Class A Lender then outstanding, (b) such Class A Lender’s Revolving Commitment Percentage of the Letter of Credit Outstandings then outstanding and (c) such Class A Lender’s Revolving Commitment Percentage of the aggregate principal amount of Swingline Loans then outstanding.
“Class B Borrowing”: a borrowing consisting of simultaneous Class B Revolving Loans of the same Type and, in the case of Eurodollar Loans, having the same Interest Period, made by each of the Class B Lenders pursuant to Section 2.1(b).
“Class B Lender”: at any time, any Lender that has a Class B Revolving Commitment at such time or, if the Class B Revolving Commitments have terminated, Class B Revolving Outstandings; provided that, as of the Amendment No. 3 Effective Date, no Lender can be both a Class B Lender and a Class A Lender.
“Class B Original Termination Date”: June 27, 2020.
“Class B Revolving Commitment”: with respect to each Class B Lender, the obligation of such Class B Lender, if any, to make Class B Revolving Loans and participate in Swingline Loans and Letters of Credit in an aggregate principal and/or face amount not to exceed the amount set forth opposite its name on Schedule 1.1A hereto under the heading “Class B Revolving Commitment Amounts” or as may subsequently be set forth in the Register from time to time, as the same may be (x) reduced from time to time pursuant to Sections 2.12 and 2.14 or (y) increased from time to time pursuant to Section 2.25. The aggregate Class B Revolving Commitments of all Class B Lenders shall be $1,520,000,000 on the Amendment No. 3 Effective Date, as such amount may be adjusted from time to time in accordance with the terms of this Agreement.
“Class B Revolving Commitment Period”: the period from and including the Amendment No. 3 Effective Date to but not including the Class B Original Termination Date (or, if earlier, the Termination Date of the Class B Revolving Commitments).
“Class B Revolving Facility”: at any time, the aggregate amount of the Class B Lenders’ Class B Revolving Commitments at such time and the Extensions of Credit (including, without limitation, Class B Revolving Loans) made thereunder.
“Class B Revolving Loans”: the meaning set forth in Section 2.1(b).
“Class B Revolving Outstandings”: as to any Class B Lender at any time, an amount equal to the sum of (a) the aggregate principal amount of all Class B Revolving Loans held by such Class B Lender then outstanding, (b) such Class B Lender’s Revolving Commitment Percentage of the Letter of Credit Outstandings then outstanding and (c) such Class B Lender’s Revolving Commitment Percentage of the aggregate principal amount of Swingline Loans then outstanding.
Closing Date ”: the date on which the conditions precedent set forth in Section 4.1 shall have been satisfied or waived, which date is December 10, 2010.
CNTA Guarantor Release Condition ”: the meaning set forth in Section 9.14(c) .
CNTA Ratio ”: as of any date of determination, (a) the Consolidated Net Tangible Assets of the Loan Parties as of the end of the most recent fiscal quarter for which an internal consolidated balance sheet of the

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Borrower and its Subsidiaries is available, divided by (b) the aggregate amount of First Lien Debt of the Loan Parties (as calculated under Section 6.1(b) hereof) outstanding on such date.
Code ”: the Internal Revenue Code of 1986, as amended from time to time.
Collateral ”: in the case of each Series of Secured Debt, all properties and assets of the Loan Parties now owned or hereafter acquired in which Liens have been granted to the Collateral Agent to secure the Secured Obligations in respect of such Series of Secured Debt.
Collateral Agency and Intercreditor Agreement ”: that certain Collateral Agency and Intercreditor Agreement, dated as of January 31, 2008 (as amended, amended and restated, supplemented or otherwise modified from time to time in compliance with the terms thereof), by and among the Borrower, the Guarantors from time to time party thereto, the secured debt representatives from time to time party thereto and the Collateral Agent.
Collateral Agent ”: the meaning set forth in the preamble to this Agreement.
Commitment Fee ”: the meaning set forth in Section 2.22(a) .
Commitment Letter ”: the commitment letter, dated October 28, 2010, by and among the Borrower and the Commitment Parties.
Commitment Parties ”: collectively, Goldman Sachs Bank USA, Barclays Bank PLC, Citigroup Global Markets Inc., Credit Suisse AG, Cayman Islands Branch, Deutsche Bank Trust Company Americas, JPMorgan Chase Bank, N.A., Morgan Stanley Senior Funding, Inc., Morgan Stanley Bank, N.A., Royal Bank of Canada, The Royal Bank of Scotland plc, UBS Loan Finance LLC, Bank of America, N.A., ING Capital LLC and Union Bank, N.A.
Commodity Hedge Agreements ”: any agreement providing for swaps (including, without limitation, heat rate swaps), caps, collars, puts, calls, floors, futures, options, spots, forwards, power purchase, tolling or sale agreements, fuel purchase or sale agreements, emissions credit purchase or sales agreements, power transmission agreements, fuel transportation agreements, fuel storage agreements, netting agreements, or commercial or trading agreements, each with respect to, or involving the purchase, transmission, distribution, sale, lease or hedge of, any energy, generation capacity or fuel, or any other energy related commodity or service, price or price indices for any such commodities or services or any other similar derivative agreements, and any other similar agreements, entered into in the ordinary course of business in order to manage fluctuations in the price or availability of any commodity.
Commonly Controlled Entity ”: an entity, whether or not incorporated, that is under common control with the Borrower within the meaning of Section 4001 of ERISA or is part of a controlled group that includes the Borrower and that is treated as a single employer under Section 414 of the Code.
Compliance Certificate ”: a certificate duly executed by a Responsible Officer substantially in the form of Exhibit I hereto.
Consolidated EBITDA ”: for any period, Consolidated Net Income for such period plus, without duplication and only to the extent deducted in determining Consolidated Net Income for such period, the sum of (a) income tax expense, (b) interest expense (inclusive of letter of credit fees, commitment fees and similar items included in determining Consolidated Interest Expense and amortization of deferred financing fees and original issue discount), (c) depreciation and amortization expense, (d) amortization of intangibles and organization costs, (e) any extraordinary or non-recurring non-cash expenses or losses, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, (f) non-cash losses on sales or impairments of assets, (g) unrealized losses and any non-cash realized losses recognized in accordance with ASC 815 “Derivatives and Hedging” and ASC 718 “Stock Based Compensation”, (h) non-cash charges attributable to ASC 480 “Distinguishing Liabilities From Equity”, (i) operating lease expense, (j) distributions received from unconsolidated investments (k) non-cash losses attributable to translations of foreign currency transactions, (l) Restructuring Costs, (m) major maintenance expense as reflected in Consolidated Net Income, (n) any fees and expenses in connection with each

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Extension not to exceed $20,000,000 in any twelve month period, (o) acquisition-related costs in a business combination and (p) any non-cash losses or charges recorded on the repurchase or extinguishment of debt, and minus, without duplication and only to the extent included in the determination of such Consolidated Net Income for such period, the sum of (i) interest income, (ii) any extraordinary or non-recurring income or gains (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, gains on the sales of assets), (iii) income tax credits (to the extent not netted from income tax expense), (iv) any non-cash gain recorded on the repurchase or extinguishment of debt , (v) any other non-cash non-operating income, (vi) non-cash gains attributable to translations of foreign currency transactions, (vii) unrealized gains and any non-cash realized gains recognized in accordance with ASC 815 “Derivatives and Hedging” and ASC 718 “Stock Based Compensation”, (viii) non-cash gains attributable to ASC 480 “Distinguishing Liabilities From Equity”, and (ix) Consolidated EBITDA from the Borrower’s and its Subsidiaries’ discontinued operations (but only for those operations which are not classified as such under GAAP solely upon the determination or announcement of the sale of such operations)(it being understood that if such Consolidated EBITDA is negative, such amount shall be added back to Consolidated Net Income for such period). For the purposes of calculating Consolidated EBITDA for any period of four consecutive fiscal quarters (each, a “Reference Period”) pursuant to any determination of the Consolidated Leverage Ratio, (i) if at any time during such Reference Period the Borrower or any Subsidiary shall have made any Material Disposition, the Consolidated EBITDA for such Reference Period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the property that is the subject of such Material Disposition for such Reference Period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such Reference Period and (ii) if during such Reference Period the Borrower or any Subsidiary shall have made a Material Acquisition, Consolidated EBITDA for such Reference Period shall be calculated after giving pro forma effect thereto as if such Material Acquisition occurred on the first day of such Reference Period, and (iii) any pro forma calculation contemplated by clause (i) or (ii) of this sentence shall also give pro forma effect to any related cost savings to the extent such cost savings would be permitted or required to be reflected in pro forma financial information by Regulation S-X under the Securities Act of 1933, as amended, together with those cost savings that are certified by a Financial Officer of the Borrower as having been realized or for which the necessary steps for realization have been taken or are reasonably expected to be taken within 12 months following such calculation. As used in this definition, “Material Acquisition” means any acquisition of property or series of related acquisitions of property that (a) constitutes assets comprising all or substantially all of an operating unit of a business or constitutes all or substantially all of the common stock of a Person and (b) involves the payment of consideration by the Borrower and its Subsidiaries in excess of amounts deemed significant according to Regulation S-X, Section 3-05(b); and “Material Disposition” means any Disposition of property or series of related Dispositions of property that yields gross proceeds to the Borrower or any of its Subsidiaries in excess of amounts deemed significant according to Regulation S-X, Section 3-05(b).
Consolidated Interest Coverage Ratio ”: for any period, the ratio of (a) Consolidated EBITDA for such period to (b) Consolidated Interest Expense for such period.
Consolidated Interest Expense ”: for any period, total cash interest expense (including that attributable to Capital Lease Obligations) of the Borrower and its Subsidiaries determined on a consolidated basis in accordance with GAAP (excluding any Excluded Subsidiary for which the respective Project or Projects have not been in full operation for at least one full year) for such period with respect to all outstanding Indebtedness of the Borrower and its Subsidiaries (excluding any Excluded Subsidiary for which the respective Project or Projects have not been in full operation for at least one full year), operating lease expense of the Borrower and its Subsidiaries (excluding any Excluded Subsidiary for which the respective Project or Projects have not been in full operation for at least one full year), and dividends paid in cash in respect of preferred Capital Stock of the Borrower (including all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing and net costs under Swap Agreements in respect of interest rates to the extent such net costs are allocable to such period in accordance with GAAP but excluding any termination costs associated with interest rate Swap Agreements), net of interest income during such period, in each case determined on a consolidated basis in accordance with GAAP (it being understood that Consolidated Interest Expense shall not include interest expense with respect to the promissory note transferred pursuant to the purchase agreement described in the definition of Existing Gilroy Indebtedness).
Consolidated Leverage Ratio ”: as at any day, the ratio of (a) Consolidated Total Net Debt on such day to (b) Consolidated EBITDA for the four consecutive fiscal quarter period ending on (or, if such day is not the last day of a fiscal quarter, most recently prior to and for which the calculation for such period is available) such day.

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Consolidated Net Income ”: for any period, the consolidated net income (or loss) of the Borrower and its Subsidiaries (less the net income of any Excluded Subsidiary for which the respective Project or Projects have not been in full operation for at least one full year), determined on a consolidated basis in accordance with GAAP, plus, without duplication, the amount of any interest payments, dividends or other distributions made by any Excluded Subsidiary (to the extent the Consolidated Net Income of such Excluded Subsidiary or Excluded Subsidiaries was otherwise excluded from Consolidated Net Income in such period in accordance with the first parenthetical above) to the Borrower or any of its Subsidiaries; provided that there shall be excluded the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary of the Borrower or is merged into or consolidated with the Borrower or any of its Subsidiaries.
Consolidated Net Tangible Assets” : as of any date of determination, the sum of (a)(i) the total assets of the Loan Parties as of the end of the most recent fiscal quarter for which an internal consolidated balance sheet of the Borrower and its Subsidiaries is available, minus (ii) all current derivative assets and long term derivative assets of the Loan Parties reflected on such balance sheet, minus (iii) total goodwill and other intangible assets of the Loan Parties reflected on such balance sheet, plus (b) the total amount of Available Revolving Commitments on such date, plus (c) the book value, as determined by the Borrower’s chief financial officer in good faith, of any assets (other than goodwill and other intangible assets and current derivative assets and long term derivative assets) acquired by the Loan Parties since the end of such fiscal quarter that, as of such date, are held by the Loan Parties, minus (d) all current liabilities (other than any such liabilities that (i) would be included in the aggregate amount First Lien Debt outstanding as of such date of determination pursuant to Section 6.1(b) or (ii) constitute current derivative liabilities) of the Loan Parties reflected on such balance sheet, in each case, calculated on a consolidated basis in accordance with GAAP as in effect on the 2017 Notes Issue Date.
Consolidated Total Net Debt ”: at any date, the aggregate principal amount of all Indebtedness of the Borrower and its Subsidiaries (to the extent required to be reflected as a liability on the consolidated balance sheet of the Borrower and its Subsidiaries in accordance with GAAP) at such date (excluding, however, any (w) Limited Recourse Debt of any Designated Project Subsidiary for which the respective Project has not been in full operation for at least one full year that would otherwise be included, (x) liabilities under or in respect of Swap Agreements or Guarantee Obligations in respect of Swap Agreements that would otherwise be included, (y) outstanding but undrawn amounts in respect of letters of credit and similar facilities or liabilities and (z) the Existing Gilroy Indebtedness that would otherwise be included), determined on a consolidated basis in accordance with GAAP, less the aggregate amount of all cash and Cash Equivalents (whether or not restricted) held by the Borrower and its Subsidiaries at such date.
Contractual Obligation ”: as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.
Credit Agreement ”: (a) the Existing Credit Agreement, (b) this Agreement and (c) any other credit agreement, loan agreement, note agreement, promissory note, indenture or other agreement or instrument evidencing or governing the terms of any indebtedness or other financial accommodation that has been incurred to extend, increase, renew, refund, replace (whether upon or after termination or otherwise) or refinance (including by means of sales of debt securities to institutional investors) in whole or in part from time to time the indebtedness and other obligations outstanding under the Existing Credit Agreement, this Agreement or any other agreement or instrument referred to in this clause (c); provided that any agreement or instrument described above in clause (c) shall only constitute the “Credit Agreement” (or a portion thereof) if the respective agreement or instrument provides that such agreement or instrument (or indebtedness thereunder) shall constitute “First Lien Debt” for purposes of the Collateral Agency and Intercreditor Agreement (and so long as same satisfies the requirements of clause (2) of the definition of First Lien Debt) and the respective First Lien Representative shall have notified the Collateral Agent that such agreement or instrument shall constitute the Credit Agreement (or a portion thereof) and shall have executed and delivered to the Collateral Agent a joinder to the Collateral Agency and Intercreditor Agreement and the other actions specified in the Collateral Agency and Intercreditor Agreement shall have been taken with respect to the relevant Series of Secured Debt being issued or incurred. Any reference to the Credit Agreement hereunder shall be deemed a reference to any Credit Agreement then extant.

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Credit Facility Obligations ”: all “Obligations” hereunder and all “Obligations” (or any other defined term having a similar purpose) as defined in any other Credit Agreement.
CS Securities ”: the meaning set forth in the preamble to this Agreement.
DBSI ”: the meaning set forth in the preamble to this Agreement.
Debtor Relief Law ”: the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.
Default ”: any of the events specified in Section 7 , whether or not any requirement for the giving of notice, the expiration of applicable cure or grace periods, or both, has been satisfied.
Defaulting Lender ”: any Lender whose acts or failure to act, whether directly or indirectly, cause it to meet any part of the definition of “Lender Default.”
Designated Project Subsidiary ”: (a) any Project Subsidiary formed by the Borrower or any of its Subsidiaries after January 31, 2008, (b) Otay Mesa Energy Center, LLC, Calpine Greenfield (Holdings) Corporation and Calpine Russell City, LLC and (c) any other Subsidiary that was a Guarantor but has been subsequently designated by a Responsible Officer (pursuant to written notice to the Collateral Agent) not to be a Guarantor, but only if such Subsidiary does not provide a (or may be released from its) Guarantee with respect to this Agreement and does not provide a (or will be released from its) Guarantee of any other First Lien Debt.
Disposition ”: with respect to any property, any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition thereof. The terms “Dispose” and “Disposed” shall have correlative meanings.
Disqualified Capital Stock ”: any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the latest applicable Termination Date in effect at the time of the issuance of such Capital Stock (other than pursuant to a change of control provision substantially similar to that described either under Section 4.11 of the indenture governing the 2021 Notes).
Documentation Agents ”: as defined in the preamble.
Dollar Amount ”: at any time (a) as to any amount in Dollars, such amount and (b) as to any amount in an Alternative Currency, the then Dollar Equivalent thereof.
Dollar Equivalent ”: with respect to any amount of an Alternative Currency on any date, the equivalent amount in Dollars of such amount of Alternative Currency as determined by the Administrative Agent in accordance with Section 1.4 using the applicable Exchange Rate.
Dollars ” and “ $ ”: dollars in lawful currency of the United States.
Domestic Subsidiary ”: any Subsidiary of the Borrower that was formed under the laws of the United States or any state of the United States or the District of Columbia or that guarantees, or pledges any property or assets to secure, any other First Lien Obligations.
DPME Entities ”: means Deer Park Energy Center LLC and Metcalf Energy Center, LLC.
“EEA Financial Institution”: (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA

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Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.
“EEA Member Country”: any of the member states of the European Union, Iceland, Liechtenstein and Norway.
“EEA Resolution Authority”: any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
Eligible Commodity Hedge Agreement ”: (i) any agreement in effect on the 2017 Notes Issue Date that constituted (immediately prior to the 2017 Notes Issue Date) an “Eligible Commodity Hedge Agreement” as defined in the Existing Credit Agreement as in effect immediately prior to the Closing Date, and (ii) any Commodity Hedge Agreement entered into (or amended) by any Loan Party with a counterparty from time to time in the ordinary course of business, consistent with Prudent Industry Practice and not for speculative purposes, it being understood that whether a Commodity Hedging Agreement satisfies the criteria in this clause (ii) shall be determined at the time such agreement is entered into and/or amended. For the avoidance of doubt, the following transactions shall always be considered speculative and not be included in clause (ii) hereof: (i) any fixed price purchase of fuel that does not have an associated fixed price electricity sale; (ii) any fixed price sale of electricity that does not have an associated fixed price fuel purchase or is not used to hedge the heat rate differential between the Projects and the market or used to hedge any geothermal or storage Project; and (iii) any fixed price sale of fuel, other than forward sales of fuel to hedge the heat rate differential between the Borrower’s (and its Subsidiaries’) Projects and the market or used to hedge any geothermal or storage Project.
Eligible Commodity Hedge Financing ”: any letter of credit and/or revolving loan facility (including a commodity collateral revolving loan facility) that is entered into by a Loan Party so long as (a) such letters of credit or the proceeds of such facility are applied solely to collateralize obligations of the Loan Parties to the counterparties under the Eligible Commodity Hedge Agreements to the extent that such counterparties are not otherwise secured by the Collateral and (b) the obligations of the Loan Parties under such facility are secured by the Collateral pursuant to clause (1) of the definition of Permitted Liens on a pari passu basis with obligations under the Eligible Commodity Hedge Agreements and are not secured by any other assets of the Loan Parties.
Eligible Facility ”: a gas-fired electric generation facility with a nominal capacity of 1,000 MW or less.
Environmental Laws ”: any and all applicable foreign, Federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, legally binding requirements of any Governmental Authority or other Requirements of Law (including common law) regulating, relating to or imposing liability or standards of conduct concerning protection of the environment or of human health (to the extent related to exposure to Materials of Environmental Concern), as now or may at any time hereafter be in effect.
Equity Interests ”: Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).
ERISA ”: the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder.
ERISA Reorganization ”: with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.
“EU Bail-In Legislation Schedule”: the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.
Eurocurrency Reserve Requirements ”: for any day as applied to a Eurodollar Loan, the aggregate (without duplication) of the maximum rates (expressed as a decimal fraction) of reserve requirements in effect on such day

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(including basic, supplemental, marginal and emergency reserves) under any regulations of the Board of Governors or other Governmental Authority having jurisdiction with respect thereto dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board of Governors) maintained by a member bank of the Federal Reserve System.
Eurodollar Base Rate ”: with respect to each day during each Interest Period pertaining to a Eurodollar Loan, the rate per annum determined by the Administrative Agent at approximately 11:00 a.m. (London time) on the date that is two Business Days prior to the beginning of the relevant Interest Period by reference to the British Bankers’ Association Interest Settlement Rates London Interbank Offered Rate (or the successor thereto if such London Interbank Offered Rate is no longer available) for deposits in Dollars (as set forth by the Bloomberg Information Service or any successor thereto or any other service displaying such rates selected by the Administrative Agent which has been nominated by the British Bankers’ Association as an authorized information vendor for the purpose of displaying such rates ) for a period equal to such Interest Period; provided that, to the extent that an interest rate is not ascertainable pursuant to the foregoing provisions of this definition, the “Eurodollar Base Rate” shall be the interest rate per annum determined by the Administrative Agent to be the average of the rates per annum at which deposits in Dollars are offered for such relevant Interest Period to major banks in the London interbank market in London, England by the Administrative Agent at approximately 11:00 a.m. (London time) on the date that is two Business Days prior to the beginning of such Interest Period.
Eurodollar Loans ”: Loans the rate of interest applicable to which is based upon the Eurodollar Rate.
Eurodollar Rate ”: with respect to each day during each Interest Period pertaining to a Eurodollar Loan, a rate per annum determined for such day in accordance with the following formula (rounded upward to the nearest 1/100th of 1%):
Eurodollar Base Rate
1.00 - Eurocurrency Reserve
Requirements

; provided that if the Eurodollar Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.
Event of Default ”: any of the events specified in Section 7 , provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.
Exchange Act ”: the Securities Exchange Act of 1934, as amended, or any successor statute or statutes thereto.
Exchange Rate ”: on any day, with respect to any Alternative Currency, the rate at which such currency may be exchanged into Dollars, as set forth at approximately 11:00 A.M., New York time, on such date on the Bloomberg Cross Currency Key Page (page WMCO <GO>) for such Alternative Currency. In the event that such rate does not appear on any Bloomberg Cross Currency Key Page (page WMCO <GO>), the Exchange Rate shall be determined by reference to such other publicly available service for displaying exchange rates as may be selected by the Administrative Agent, or, in the event no such service is selected, such Exchange Rate shall instead be the arithmetic average of the spot rates of exchange of the Administrative Agent in the market where its foreign currency exchange operations in respect of such Alternative Currency are then being conducted, at or about 10:00 A.M., local time, on such date for the purchase of the relevant currency for delivery two Business Days later; provided that if at the time of any such determination, for any reason, no such spot rate is being quoted, the Administrative Agent, after consultation with the Borrower, may use any reasonable method it deems appropriate to determine such rate, and such determination shall be presumed correct absent manifest error; provided , further , that in the event of a drawing on any Letter of Credit denominated in an Alternative Currency that is reimbursed on the day of such drawing or on the next following Business Day, the rate used to determine the amount of Dollars required to reimburse the applicable Fronting Bank the Dollar Equivalent of the amount drawn shall be determined by such Fronting Bank and notified to the Administrative Agent and the Borrower using the procedures then employed in the ordinary course by the applicable office of such Fronting

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Bank in determining the applicable rate at which such Alternative Currency may be exchanged into Dollars (such determination to be presumed correct absent manifest error).
Excluded Subsidiary ”: (a) any Foreign Subsidiary, (b) any Bankrupt Subsidiary for so long as such Bankrupt Subsidiary is a debtor under the Bankruptcy Code, (c) any Designated Project Subsidiary, (d) any Subsidiary of the Borrower that is (A) a Domestic Subsidiary of the Borrower substantially all of the assets of which consist of the Capital Stock of one or more Foreign Subsidiaries or (B) a Domestic Subsidiary of the Borrower substantially all of the assets of which consist of the Capital Stock of one or more Subsidiaries described in clause (A) hereof (whether such ownership is directly held or through another one or more such Subsidiaries), (e) any Subsidiary of the Borrower (other than a Material Subsidiary) and any Material Project Subsidiary that is not a Guarantor as of the Closing Date or is thereafter designated by a Responsible Officer (pursuant to written notice to the Collateral Agent) not to be a Guarantor, but only if such Subsidiary does not provide a (or may be released from its) Guarantee with respect to this Agreement and does not provide a (or will be released from its) Guarantee of any other First Lien Debt, (f) any Subsidiaries of Calpine Energy Services Holdings, Inc. that were not guarantors of the Existing Credit Agreement on the 2017 Notes Issue Date, (g) any Subsidiary which the Borrower requests to be an Excluded Subsidiary which is reasonably satisfactory to the Administrative Agent or is approved by an Act of Required Debtholders or the Required Lenders, (h) any Material Subsidiary that is not a Guarantor as of the 2021 Notes Issue Date or is thereafter designated by a Responsible Officer (pursuant to written notice to the Collateral Agent) not to be a Guarantor, but only if such Subsidiary is not otherwise required to provide a (or may be released from its) Guarantee with respect to this Agreement and does not provide a (or will be released from its) Guarantee of any other First Lien Debt and (i) any other Subsidiary existing as of the Closing Date that is not a Guarantor on such date so long as such Subsidiary is not a Guarantor of any other First Lien Debt. Notwithstanding the foregoing, any Excluded Subsidiary may be designated by the Borrower as a Guarantor pursuant to Section 5.9(c) hereof, in which case upon complying with the provisions set forth in Section 5.9(c) , such Excluded Subsidiary shall cease to be an Excluded Subsidiary for the purposes of this Agreement and the other Loan Documents until such time, if any, as it becomes an Excluded Subsidiary thereafter in accordance with the terms hereof.
Excluded Taxes ”: those Taxes referenced in Section 2.19(a)(i) through 2.19(a)(v) .
Existing Administrative Agent ”: Goldman Sachs Credit Partners L.P.
Existing Credit Agreement ”: that certain Credit Agreement, dated as of January 31, 2008 among the Borrower, Goldman Sachs Credit Partners L.P., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and Morgan Stanley Senior Funding, Inc., as co-documentation agents and as co-syndication agents, General Electric Capital Corporation, as sub-agent for the lenders thereunder, Goldman Sachs Credit Partners L.P., as administrative agent and as collateral agent and each of the financial institutions from time to time party thereto, as amended, amended and restated, modified or supplemented from time to time.
Existing Credit Agreement Amendment ”: Third Amendment to the Existing Credit Agreement, executed and delivered by the Borrower, the Existing Administrative Agent and General Electric Capital Corporation, as sub-agent (with the consent of the required lenders under the Existing Credit Agreement).
Existing Gilroy Indebtedness ”: obligations of the Borrower and its Subsidiaries under the purchase agreement dated as of October 30, 2003, as amended, by and among the Borrower, Calpine Gilroy Cogen, L.P., BNY Asset Solutions LLC and the buyers party thereto, and their related guaranty, which obligations shall not exceed $101 million.
Extended Revolving Commitment ”: the meaning set forth in Section 2.27(a) .
Extending Revolving Lender ”: the meaning set forth in Section 2.27(a) .
Extension ”: the meaning set forth in Section 2.27(a) .
Extension Offer ”: the meaning set forth in Section 2.27(a) .

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Extensions of Credit ”: collectively, Loans and/or Letters of Credit hereunder; individually, as to any Loan or any Letter of Credit, an “Extension of Credit.”
Fair Market Value ”: the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party, determined in good faith by the chief financial officer of the Borrower (unless otherwise provided in this Agreement).
FATCA ”: Sections 1471 through 1474 of the Code as in effect on the date hereof (and any amended or successor version that is substantively comparable) and any regulations thereunder or published administrative guidance implementing such Sections.
Federal Funds Effective Rate ”: for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for the day of such transactions received by GSCP from three federal funds brokers of nationally recognized standing selected by it.
Fee Payment Date ”: (a) the last Business Day of each March, June, September and December and (b) the last day of the ; (b) in the case of the Class A Revolving Commitments only, the last day of the Class A Revolving Commitment Period; (c) in the case of the Class B Revolving Commitments only, the last day of the Class B Revolving Commitment Period; and (d) in the case of any Extended Revolving Commitments, the last day of the applicable Revolving Commitment Period.
Fees ”: collectively, the Commitment Fees, Letter of Credit Fees, the fees payable to the Commitment Parties, as applicable and separately agreed by the Borrower, the fees referred to in Section 2.22 , 2.23 or 9.5 and any other fees payable by any Loan Party pursuant to this Agreement or any other Loan Document.
Fifth Amendment to Mortgage ” each of those certain fifth amendment to mortgage or deed of trust, dated as of December 10, 2010 made by any Loan Party in favor of, or for the benefit of, the Collateral Agent for the benefit of the Secured Parties and relating to the respective Mortgaged Properties.
Financial Officer ”: the Chief Financial Officer, Principal Accounting Officer, Controller or Treasurer of the Borrower.
First Lien ”: a Lien granted by a Security Document to the Collateral Agent for the benefit of the holders of First Lien Debt, at any time, upon any property of any Loan Party to secure First Lien Obligations.
First Lien Debt ”:
(1)    all Credit Facility Obligations; and
(2)    to the extent issued or outstanding, (A) the 2017 Notes, the 2019 Notes, the 2020 Notes and the 2021 Notes, (B) Specified Cash Management Obligations and Specified Swap Obligations and (C) any other Indebtedness (including (x) obligations under Eligible Commodity Hedge Agreements not included pursuant to clause (B) of this paragraph, (y) obligations under Eligible Commodity Hedge Financings and (z) permitted refinancings of First Lien Debt including any Credit Agreement as defined in clause (c) of the definition thereof, that, in the case of this clause (C), are secured equally and ratably with the Credit Facility Obligations by a First Lien that was expressly permitted to be incurred and so secured under each then outstanding Credit Agreement; provided that the foregoing provisions of preceding clause (B) shall not be construed to permit general basket Indebtedness or Lien baskets to be used to provide equal and ratable security as First Lien Debt in each case unless the respective provisions in each then outstanding Credit Agreement (if any) expressly provide that equal and ratable liens on the Collateral with the Credit Facility Obligations shall be permitted; and provided further that in the case of any Indebtedness or other obligations referred to in this clause (2):

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(a)    on or before the date on which such Indebtedness is (or other obligations are) incurred by any Loan Party (or on or about the date of the Collateral Agency and Intercreditor Agreement in respect of any such Indebtedness that is (or any such other obligations that were) incurred prior to the date of the Collateral Agency and Intercreditor Agreement and constitute(s) Secured Debt), such Indebtedness is (or other obligations are) designated by the Borrower, in a certificate of a Responsible Officer delivered to the Collateral Agent, as “First Lien Debt” for the purposes of the Secured Debt Documents; provided that no obligation or Indebtedness may be designated as both Second Lien Debt and First Lien Debt;
(b)    such Indebtedness is (or other obligations are) evidenced or governed by an indenture, credit agreement, loan agreement, note agreement, promissory note, Hedge Agreement or other agreement or instrument that includes a Lien Sharing and Priority Confirmation, or such Indebtedness is (or other obligations are) subject to a Lien Sharing and Priority Confirmation; and
(c)    is designated as First Lien Debt in accordance with the requirements of the Collateral Agency and Intercreditor Agreement.
In addition to the foregoing, all obligations owing to the Collateral Agent in its capacity as such, whether pursuant to the Collateral Agency and Intercreditor Agreement or one or more of the Security Documents, First Lien Documents or Second Lien Documents, shall in each case be deemed to constitute First Lien Debt (although there shall be no separate Series of First Lien Debt as a result thereof) and First Lien Obligations (with the obligations described in this sentence being herein called “Collateral Agent Obligations”), which Collateral Agent Obligations shall be entitled to the priority provided in clause FIRST of Section 3.4 of the Collateral Agency and Intercreditor Agreement.
First Lien Documents ”: this Agreement, the Existing Credit Agreement, the indenture governing the 2017 Notes, the indenture governing the 2019 Notes, the indenture governing the 2020 Notes, the indenture governing the 2021 Notes, each agreement or instrument relating to any Specified Cash Management and Swap Obligations and each other agreement or instrument governing, or relating to, any First Lien Debt and the First Lien Security Documents.
First Lien Eligible Commodity Hedge Financing Agreements ”: any Eligible Commodity Hedge Financing (and agreements and instruments governing or relating thereto) which has become First Lien Debt in accordance with clause (2) of the definition of “First Lien Debt” contained herein.
First Lien Eligible Commodity Hedge Financing Obligations ”: all obligations under First Lien Eligible Commodity Hedge Financing Agreements.
First Lien Hedging Obligations ”: all Specified Swap Obligations and all other obligations under any Commodity Hedge Agreement, Eligible Commodity Hedge Agreement or Swap Agreement which, in any case, constitutes First Lien Debt in accordance with clause (2) of the definition of “First Lien Debt” contained herein.
First Lien Obligations ”: any principal (including reimbursement obligations with respect to letters of credit whether or not drawn), interest (including all interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable post-default rate, specified in the First Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding), premium (if any), fees, indemnifications, reimbursements, expenses, damages and other liabilities payable under the First Lien Documents, including, without limitation, all outstanding Credit Facility Obligations, Guaranty Reimbursement Obligations, Specified Cash Management Obligations, First Lien Hedging Obligations, First Lien Eligible Commodity Hedge Financing Obligations and such obligations in respect of any other series of First Lien Debt issued or outstanding after the date of this Agreement. As provided in the last sentence of the definition of “First Lien Debt,” all Collateral Agent Obligations shall constitute First Lien Obligations.

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First Lien Representative ”: (1) in the case of this Agreement, the Administrative Agent or (2) in the case of any other Series of First Lien Debt, the respective creditor or any trustee, agent or representative thereof designated in the respective Series of First Lien Debt.
First Lien Security Documents ”: the Security Documents (other than any Security Documents that do not secure the First Lien Obligations).
Foreign Subsidiary ”: any Subsidiary of the Borrower organized under the laws of any jurisdiction outside the United States.
Fronting Bank ”: Royal Bank of Canada, BNP Paribas, MUFG Union Bank, N.A., Deutsche Bank AG New York Branch , Union Bank, N.A., Royal Bank of Canada (provided that Deutsche Bank AG New York Branch shall cease to be a Fronting Bank on June 27, 2018) , or any other Lender reasonably satisfactory to the Administrative Agent and the Borrower, or any of their respective affiliates, in their respective capacity as issuers of the Letters of Credit; provided that, if any Extension or Extensions of Revolving Commitments is or are effected in accordance with Section 2.27 , then on the day five (5) Business Days prior to the occurrence of the Original Termination Date of the tranche of Revolving Commitments so extended and on each later date which is or was at any time five (5) Business Days prior to a Termination Date with respect to such tranche of Revolving Commitments (each of the such Original Termination Date and any such later Termination Date, a “ Fronting/Swingline Termination Date ”), each Fronting Bank at such time shall have the right to resign as a Fronting Bank on, or on any date within 20 Business Days after, the respective Fronting/Swingline Termination Date, in each case upon not less than ten (10) days’ prior written notice thereof to the Borrower and the Administrative Agent and, in the event of any such resignation and upon the effectiveness thereof, the respective entity so resigning shall retain all of its rights hereunder and under the other Loan Documents as a Fronting Bank with respect to all Letters of Credit theretofore issued by it (which Letters of Credit shall remain outstanding in accordance with the terms hereof until their respective expirations) but shall not be required to issue any further Letters of Credit hereunder. If at any time and for any reason (including as a result of resignations as contemplated by the last proviso to the preceding sentence), each Fronting Bank has resigned in such capacity in accordance with the preceding sentence, then no Person shall be a Fronting Bank hereunder obligated to issue Letters of Credit unless and until (and only for so long as) a Lender (or affiliate of a Lender) reasonably satisfactory to the Administrative Agent and the Borrower agrees to act as Fronting Bank hereunder.
Fronting Bank Sublimit ”: ( w v ) with respect to Deutsche Royal Bank AG New York Branch of Canada , Letter of Credit Outstandings at any time not to exceed in the aggregate the Dollar Equivalent of $ 400,000,000, (x 350,000,000, (w ) with respect to MUFG Union Bank, N.A., Letter of Credit Outstandings at any time not to exceed in the aggregate the Dollar Equivalent of $250,000,000, ( x) with respect to BNP Paribas, Letter of Credit Outstandings at any time not to exceed in the aggregate the Dollar Equivalent of $200,000,000, ( y) with respect to Royal Deutsche Bank of Canada AG New York Branch , Letter of Credit Outstandings at any time not to exceed in the aggregate the Dollar Equivalent of $ 400,000,000 125,000,000 and (z) with respect to each other Fronting Bank party hereto from time to time, Letter of Credit Outstandings at any time not to exceed in the aggregate the Dollar Equivalent of an amount to be agreed between the Borrower and such Fronting Bank (upon notice to the Administrative Agent) and in any case of clause (v), (w), (x), (y) or (z), such other amount to be agreed in writing between the Borrower and such Fronting Bank.
Fronting/Swingline Termination Date ”: the meaning set forth in the definition of Fronting Bank.
Funding Office ”: the office of the Administrative Agent specified in Section 9.2(a) or such other office as may be specified from time to time by the Administrative Agent as its funding office by written notice to the Borrower and the Lenders.
GAAP ”: generally accepted accounting principles in the United States as in effect from time to time, except that for purposes of Section 6.6 , GAAP shall be determined on the basis of such principles in effect on the Closing Date and consistent with those used in the preparation of the most recent audited financial statements of the Borrower prior to the Closing Date (and without giving effect to any “Accounting Change” (as defined below), unless otherwise provided in an amendment entered into as contemplated below). In the event that any Accounting

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Change shall occur and such change has a material impact on any of the calculations of financial covenants, standards or terms in this Agreement, then the Borrower and the Administrative Agent agree to enter into negotiations in order to amend such provisions of this Agreement so as to reflect equitably such Accounting Changes with the desired result that the criteria for evaluating the Borrower’s financial condition shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Required Lenders, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred. “ Accounting Changes ” refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the SEC.
Generating Plant shall mean : the Generating Plants listed on Schedule 1.1E.
Generating Plant Easement shall mean : the real property easement upon which any Generating Plant is located.
Geysers Entities ”: the collective reference to the following Subsidiaries of the Borrower: Anderson Springs Energy Company, Thermal Power Company, Geysers Power I Company, Geysers Power Company, LLC and Calpine Calistoga Holdings, LLC.
Governmental Authority ”: the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).
Grantors ”: any Person that pledges any Collateral under the Security Documents to secure any Secured Obligation.
GS Bank ”: the meaning set forth in the preamble to this Agreement.
“GSCP”: the meaning set forth in the preamble to this Agreement.
Guarantee ”: a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise).
Guarantee and Collateral Agreement ”: that certain Guarantee and Collateral Agreement, dated as of January 31, 2008, and as amended and restated as of December 10, 2010 (as further amended, amended and restated, supplemented or otherwise modified from time to time), by and among the Borrower, the other guarantors and Grantors from time to time party thereto and the Collateral Agent.
Guarantors ”: any Subsidiary of the Borrower that is a party to the Guarantee and Collateral Agreement, and its successors and assigns, in each case, until the Guarantee of such Person under the Guarantee and Collateral Agreement has been released in accordance with the provisions of this Agreement, the Guarantee and Collateral Agreement or the Collateral Agency and Intercreditor Agreement.
Guaranty Reimbursement Obligations ”: all obligations of the Loan Parties under Section 2 of the Guarantee and Collateral Agreement.
Hedge Agreement ”: any agreement or instrument governing or relating to any First Lien Hedging Obligations.

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Hedge Outstanding Amount ”: for any Hedge Agreement on any date of determination, an amount determined in good faith by the applicable First Lien Representative equal to: (a) in the case of a Hedge Agreement documented pursuant to a Master Agreement, the amount, if any, that would be or is payable by the applicable obligor to its counterparty to such Hedge Agreement, as if (i) such Hedge Agreement were being terminated early on such date of determination due to a “Termination Event,” “Event of Default,” “Additional Event of Default,” or “Additional Termination Event,” (ii) the obligor party thereto were the sole “Affected Party,” and (iii) the applicable First Lien Representative were the sole party determining such payment amount (with the applicable First Lien Representative making such determination reasonably in accordance with the provisions of the above-described Master Agreement); (b) in the case of a Hedge Agreement traded on a national exchange, the mark-to-market value of such Hedge Agreement, which will be the unrealized loss on such Hedge Agreement to the obligor party to such Hedge Agreement reasonably determined by the applicable First Lien Representative based on the settlement price of such Hedge Agreement on such date of determination; or (c) in all other cases, the mark-to-market value of such Hedge Agreement, which will be the unrealized loss on such Hedge Agreement to the obligor party to such Hedge Agreement reasonably determined by the applicable First Lien Representative as the amount, if any, by which (i) the present value of the future cash flows to be paid by the applicable obligor exceeds (ii) the present value of the future cash flows to be received by such obligor pursuant to such Hedge Agreement.
Incremental Revolving Facilities ”: the meaning set forth in Section 2.25(a) .
Incremental Revolving Facility Amendment ”: the meaning set forth in Section 2.25(b)(ii) .
Incremental Revolving Loans ”: the meaning set forth in Section 2.25(a) .
Indebtedness ”: of any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of property or services (other than current trade payables incurred in the ordinary course of such Person’s business), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all Capital Lease Obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party or applicant under or in respect of acceptances, letters of credit, surety bonds or similar arrangements, (g) the liquidation value of all preferred Capital Stock of such Person, (h) all guarantees of such Person in respect of obligations of the kind referred to in clauses (a) through (g) above, (i) all obligations of the kind referred to in clauses (a) through (h) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on property (including accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation, and (j) all obligations of such Person in respect of Swap Agreements. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness expressly provide that such Person is not liable therefor. For purposes hereof, preferred Capital Stock issued by the Borrower shall not constitute Indebtedness hereunder unless it constitutes Disqualified Capital Stock.
Indemnitee ”: the meaning set forth in Section 9.5 .
Insolvency ”: with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245 of ERISA.
Insolvency or Liquidation Proceeding ”:
(1)    any case commenced by or against any Loan Party under the Bankruptcy Code or any similar federal or state law for the relief of debtors, any other proceeding for the reorganization, recapitalization or adjustment or marshalling of the assets or liabilities of any Loan Party, any receivership or assignment for the benefit of creditors relating to any Loan Party or any similar case or proceeding relative to any Loan Party or its creditors, as such, in each case whether or not voluntary;

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(2)    any liquidation, dissolution, marshalling of assets or liabilities or other winding up of or relating to any Loan Party, in each case whether or not voluntary and whether or not involving bankruptcy or insolvency; or
(3)    any other proceeding of any type or nature in which substantially all claims of creditors of any Loan Party are determined and any payment or distribution is or may be made on account of such claims.
Insolvent ”: pertaining to a condition of Insolvency.
Intellectual Property ”: the collective reference to all rights, priorities and privileges relating to intellectual property of any Loan Party, whether arising under United States, multinational or foreign laws or otherwise, including copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses, technology, know-how and processes, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.
Interest Payment Date ”: (a) as to any Base Rate Loan (including any Swingline Loan), the last Business Day of each March, June, September and December to occur while such Loan is outstanding and the final maturity date of such Loan, (b) as to any Eurodollar Loan having an Interest Period of three months or less, the last day of such Interest Period, (c) as to any Eurodollar Loan having an Interest Period longer than three months, each day that is three months, or a whole multiple thereof, after the first day of such Interest Period and the last day of such Interest Period and (d) as to any Loan (other than any Revolving Loan that is a Base Rate Loan and any Swingline Loan), the date of any repayment or prepayment made in respect thereof.
Interest Period ”: as to any Eurodollar Loan, (a) with respect to all Loans borrowed or converted on or after the Closing Date, initially, the period commencing on the borrowing or conversion date, as the case may be, with respect to such Eurodollar Loan and ending one, two, three or six (or, if agreed to by all relevant Lenders, nine or twelve) months thereafter, as selected by the Borrower in its notice of borrowing or notice of conversion, as the case may be, given with respect thereto; and (b) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Eurodollar Loan and ending one, two, three or six (or, if agreed to by all relevant Lenders, nine or twelve) months thereafter, as selected by the Borrower by irrevocable notice to the Administrative Agent not later than 10:00 A.M., New York City time, on the date that is three (3) Business Days prior to the last day of the then current Interest Period with respect thereto; provided that, all of the foregoing provisions relating to Interest Periods are subject to the following:
(i)    if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day;
(ii)    the Borrower may not select an Interest Period that would extend beyond the Termination Date; and
(iii)    any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month.
ISP ”: International Standby Practices 1998 (International Chamber of Commerce Publication Number 590) and any subsequent version thereof adhered to by the Fronting Bank.
Joint Lead Arrangers ”: Goldman Sachs Bank USA, Barclays Capital, the investment banking division of Barclays Bank PLC, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Morgan Stanley Senior Funding, Inc., RBC Capital Markets, LLC (previously RBC Capital Markets Corporation), RBS Securities Inc., UBS Securities LLC, Merrill Lynch, Pierce, Fenner &

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Smith Incorporated (as successor by merger with Banc of America Securities LLC), ING Capital LLC and Union Bank, N.A.
Junior Lien Agreement ”: any agreement which governs the terms of any Junior Lien Indebtedness permitted to be incurred under Section 6.1 .
Junior Lien Indebtedness ”: Indebtedness of the Borrower and/or any Subsidiary that is secured by Liens junior to the Liens securing the Obligations of the Loan Parties under this Agreement; provided that the priority of such Liens and the ability of the lenders or holders of such Indebtedness to exercise rights and enforce remedies in respect of such Liens are subject to the Collateral Agency and Intercreditor Agreement or any other intercreditor agreement that provides for the subordination (including related intercreditors’ rights) of such Junior Lien Indebtedness at least to the same extent that the Second Lien Debt is subordinated to the First Lien Debt pursuant to the Collateral Agency and Intercreditor Agreement, as determined by the Borrower in good faith.
L/C Application ”: an application, in such form as the Fronting Bank may reasonably specify from time to time, requesting the Fronting Bank to issue a Letter of Credit.
L/C Cash Collateral Account ”: the account established by the Borrower under the sole and exclusive control of the Collateral Agent maintained at the office of the Collateral Agent at Eleven Madison Avenue, New York, New York 10010, 350 California Street, 11 th Floor, San Francisco, CA 94104; Attn: Trust Services – Account Administration, designated as the “Calpine Corporation L/C Cash Collateral Account” or similar title, which shall be used solely for the purposes set forth in Section 2.5(b) .
L/C Commitment ”: $ 750,000,000. 1,000,000,000.
Legal Holiday ”: a Saturday, a Sunday or a day on which banking institutions in the City of New York or at a place of payment are authorized by law, regulation or executive order to remain closed. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday.
Lenders ”: the meaning set forth in the preamble to this Agreement.
Lender Default ”: (i) the refusal (which may be given verbally or in writing and has not been retracted) or failure of any Lender to make available when required its portion of any incurrence of Revolving Loans or reimbursement obligations under Section 2.4(c) or 2.5(f) , which refusal or failure is not cured within three Business Days after the date of such refusal or failure, unless the subject of a good faith dispute; (ii) the failure of any Lender to pay over to the Administrative Agent, any Fronting Bank or any other Lender any other amount required to be paid by it hereunder within three Business Days of the date when due, unless the subject of a good faith dispute; or (iii) a Lender has admitted in writing that it is insolvent or such Lender becomes subject to a Lender-Related Distress Event ; or (iv) a Lender has become the subject of a Bail-in Action .
Lender-Related Distress Event ”: with respect to any Lender or any person that directly or indirectly controls such Lender (each, a “ Distressed Person ”), as the case may be, a voluntary or involuntary case with respect to such Distressed Person under any Debtor Relief Law, or a custodian, conservator, receiver or similar official is appointed for such Distressed Person or any substantial part of such Distressed Person’s assets, such Distressed Person is subject to a forced liquidation, or such Distressed Person makes a general assignment for the benefit of creditors or is otherwise adjudicated as, or determined by any Governmental Authority having regulatory authority over such Distressed Person or its assets to be, insolvent or bankrupt; provided that a Lender-Related Distress Event shall not be deemed to have occurred solely by virtue of the ownership or acquisition of any Equity Interest in any Lender or any person that directly or indirectly controls such Lender by a Governmental Authority or an instrumentality thereof.
Letter of Credit Fees ”: the fees payable in respect of Letters of Credit pursuant to Section 2.23 .

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Letter of Credit Outstandings ”: at any time, an amount equal to the sum of (a) the then Dollar Amount of the aggregate then undrawn and unexpired face amount of the then outstanding Letters of Credit then outstanding plus (b) the then Dollar Amount of the aggregate amounts theretofore drawn under Letters of Credit and not then reimbursed.
Letter of Credit Request ”: the meaning set forth in Section 2.6 .
Letters of Credit ”: any standby or trade letter of credit issued pursuant to Section 2.6 which letter of credit shall be (a) for such purposes as are consistent with the terms hereof, (b) denominated in Dollars or any Alternative Currency and (c) otherwise in such form as may be reasonably approved from time to time by the Fronting Bank.
Lien ”: with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.
Lien Sharing and Priority Confirmation ”:
(1)    as to any Series of First Lien Debt, the written agreement of the holders of such Series of First Lien Debt, or their applicable First Lien Representative on their behalf, in each case as set forth in the indenture, credit agreement, loan agreement, note agreement, promissory note, Hedge Agreement or other agreement or instrument evidencing or governing such Series of First Lien Debt (or in a separate writing binding upon holders of such Series of First Lien Debt), for the enforceable benefit of all holders of each existing and future Series of First Lien Debt, each existing and future First Lien Representative, all holders of each existing and future Series of Second Lien Debt and each existing and future Second Lien Representative:
(a)    that all First Lien Obligations will be and are secured equally and ratably by all First Liens at any time granted by the Borrower or any other Grantor to secure any obligations in respect of such Series of First Lien Debt, whether or not upon property otherwise constituting collateral for such Series of First Lien Debt, and that all such First Liens will be enforceable by the Collateral Agent for the benefit of all holders of First Lien Obligations equally and ratably;
(b)    that the holders of obligations in respect of such Series of First Lien Debt are bound by the provisions of the Collateral Agency and Intercreditor Agreement, including, without limitation, (x) the provisions relating to the ranking of First Liens and the order of application of proceeds from enforcement of First Liens and (y) Section 8.22 thereof; and
(c)    consenting to and directing the Collateral Agent to perform its obligations under the Collateral Agency and Intercreditor Agreement and the other Security Documents; and
(2)    as to any Series of Second Lien Debt, the written agreement of the holders of such Series of Second Lien Debt, or their applicable Second Lien Representative on their behalf, in each case as set forth in the indenture, credit agreement, loan agreement, note agreement, promissory note, Hedge Agreement or other agreement or instrument evidencing or governing such Series of Second Lien Debt, for the enforceable benefit of all holders of each existing and future Series of Second Lien Debt, each existing and future Second Lien Representative, all holders of each existing and future Series of Second Lien Debt and each existing and future Second Lien Representative:
(a)    that all Second Lien Obligations will be and are secured equally and ratably by all Second Liens at any time granted by the Borrower or any other Grantor to secure any obligations in respect of such Series of Second Lien Debt, whether or not upon property otherwise constituting collateral for such Series of Second Lien Debt, and that all such Second Liens will be

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enforceable by the Collateral Agent for the benefit of all holders of Second Lien Obligations equally and ratably;
(b)    that the holders of obligations in respect of such Series of Second Lien Debt are bound by the provisions of the Collateral Agency and Intercreditor Agreement, including, without limitation, (x) the provisions relating to the ranking of Second Liens and the order of application of proceeds from the enforcement of Second Liens and (y) Section 8.22 thereof; and
(c)    consenting to and directing the Collateral Agent to perform its obligations under the Collateral Agency and Intercreditor Agreement and the other Security Documents.
Limited Recourse Debt ”: Indebtedness of a Project Subsidiary or Project Subsidiaries (or a Subsidiary or Subsidiaries directly or indirectly holding the Capital Stock of one or more of such Project Subsidiaries) that is incurred to finance the improvement, installment, design, engineering, construction, acquisition, development, completion, maintenance or operation of, or otherwise affects any such act in respect of, all or any portion of the applicable Project or Projects, or to refinance existing such Indebtedness, with respect to which the recourse of the holder or obligee of such Indebtedness is limited to (i) assets (and revenues and proceeds from such assets) associated with or ancillary to such Project or Projects (which in any event shall not include assets held by any Subsidiary other than a Subsidiary, if any, whose sole business is the ownership and/or operation of such Project or Projects (or the direct or indirect ownership of one or more of the relevant Project Subsidiaries) and substantially all of whose assets are associated with or ancillary to such Project or Projects) in respect of which such Indebtedness was incurred and/or (ii) such Subsidiary or Subsidiaries, and/or such Project Subsidiary or Project Subsidiaries and/or the Capital Stock in one or more of such entity or entities, but in the case of clause (ii) only if such Subsidiary’s or Project Subsidiary’s sole business is the ownership and/or operation of such Project or Projects (or the direct or indirect ownership of one or more of the relevant Project Subsidiaries) and substantially all of such Subsidiary’s or Project Subsidiary’s assets are associated with or ancillary to such Project or Projects. For purposes of this Agreement, the Collateral Agency and Intercreditor Agreement and the Guarantee and Collateral Agreement, Indebtedness of a Subsidiary of the Borrower shall not fail to be Limited Recourse Debt by reason of the holders of such Limited Recourse Debt having recourse to the Borrower or another Subsidiary of the Borrower pursuant to a performance guarantee, so long as such performance guarantee is permitted under this Agreement.
Loan ”: any loan made by any Lender pursuant to this Agreement.
Loan Documents ”: this Agreement, the Security Documents and, after execution and delivery thereof pursuant to the terms of this Agreement, each Note, and any amendment, waiver, supplement or other modification to any of the foregoing and any written agreements designated as Loan Documents (pursuant to the terms of such written agreements) entered into in connection with the Agent Successions (as defined in Amendment No. 3) .
Loan Parties ”: the Borrower and the Guarantors.
Master Agreement ”: any Master Agreement published by the International Swap and Derivatives Associations, Inc.
Material Adverse Effect ”: a material adverse effect on (a) the business, financial condition, results of operations or properties of the Borrower and its Subsidiaries taken as a whole, (b) the ability of the Loan Parties, taken as a whole, to perform their obligations under the Loan Documents, (c) the validity or enforceability of the Loan Documents taken as a whole or (d) the material rights and remedies available to, or conferred upon, the Lenders, any Fronting Bank, the Administrative Agent and the Collateral Agent under the other Loan Documents, taken as a whole (it being understood that any event or condition described in Section 7(i) or (j) hereof that would not give rise to a Default or Event of Default thereunder shall not constitute a Material Adverse Effect under preceding clause (c) or (d)).
Material Project Subsidiaries ”: the collective reference to the following Subsidiaries of the Borrower: Calpine Steamboat Holdings, LLC, Metcalf Holdings, LLC and Blue Spruce Energy Center, LLC, and all of their respective direct and indirect Subsidiaries.

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Material Subsidiaries ”: the collective reference to the following Subsidiaries of the Borrower: the Geysers Entities, Calpine Energy Services Holdings, Inc., Calpine Calgen Holdings, Inc., Calpine CCFC Holdings, Inc., CPN Energy Services GP, Inc., CPN Energy Services LP, Inc., Calpine Riverside Holdings, LLC, New Development Holdings LLC and its Subsidiaries, the DPME Entities, and the Material Project Subsidiaries and all of their respective direct and indirect Subsidiaries (excluding, for the avoidance of doubt, California Peaker Holdings, LLC and its Subsidiaries and South Point Holdings, LLC and its Subsidiaries), and each of the Calpine Power Company, Calpine Operations Management Company, Inc., Calpine Administrative Services Company, Inc. and Calpine Fuels Operation; it being understood that any Subsidiary into which any Material Subsidiary merged or otherwise consolidated or any Subsidiary to which all or substantially all of the assets of any Material Subsidiary are transferred or otherwise disposed shall constitute a Material Subsidiary for all purposes under this Agreement.
Materials of Environmental Concern ”: any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products, or asbestos, or polychlorinated biphenyls or any other chemicals, substances, materials, wastes, pollutants or contaminants in any form, regulated under any Environmental Law.
Metcalf Refinancing Facility ”: a credit facility with Metcalf Energy Center, LLC, as borrower, in a maximum original principal amount not to exceed $400,000,000, entered into to (among other things) repay or redeem outstanding indebtedness and preferred securities of Metcalf Energy Center, LLC.
Minimum Extension Condition ”: the meaning set forth in Section 2.27(b) .
Moody’s ”: Moody’s Investors Services, Inc., or its successor.
Mortgaged Property ”: the real properties of the Borrower or any Guarantor, as to which the Collateral Agent for the benefit of the Secured Parties is or shall be granted a Lien pursuant to the Mortgages.
Mortgages ”: collectively, each of the mortgages and deeds of trust, as amended, identified on Schedule 1.1C hereto, together with each of the mortgages and deeds of trust made by any Loan Party in favor of, or for the benefit of, the Collateral Agent for the benefit of the Secured Parties referred to therein, as may be amended, restated, supplemented or otherwise modified from time to time (including the Fifth Amendment to Mortgage).
MSSF ”: the meaning set forth in the preamble to this Agreement.
Multiemployer Plan ”: a Plan that is a multiemployer plan as defined in Section 4001(a)(3) of ERISA.
Non-Excluded Taxes ”: the meaning set forth in Section 2.19(a) .
Notes ”: the collective reference to any promissory note evidencing Loans.
obligations ”: any principal, interest, penalties, fees, expenses, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.
Obligations ”: the unpaid principal of and interest on (including interest accruing after the maturity of the Loans and the Letter of Credit Outstandings and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans and all other obligations and liabilities of the Borrower to the Administrative Agent, any Fronting Bank or to any Lender (or, in the case of Specified Swap Obligations and Specified Cash Management Obligations, any affiliate of any Lender), whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document, the Letters of Credit, any Specified Swap Obligation, any Specified Cash Management Obligation or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including all fees, charges and disbursements of counsel to the Administrative Agent or to any Lender that are required to be paid by the Borrower pursuant hereto) or otherwise.

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Original Loan ”: each “Revolving Loan” outstanding under the Existing Credit Agreement immediately prior to the effectiveness of this Agreement on the Closing Date.
Original Revolving Commitment ”: each “Revolving Commitment” (as defined under the Existing Credit Agreement) in effect under the Existing Credit Agreement immediately prior to the effectiveness of this Agreement on the Closing Date.
Original Termination Date ”: June 27, 2018. the Class A Original Termination Date or the Class B Original Termination Date.
Other Taxes ”: any and all present or future stamp or documentary Taxes or any other excise, property or similar Taxes arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.
Participants ”: the meaning set forth in Section 9.6(c) .
Patriot Act ”: the USA Patriot Act, Title III of Pub. L. 107-56, signed into law on October 26, 2001, as amended.
PBGC ”: the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).
Permitted Liens ”:
(1)    Liens that are First Liens (a) securing (equally and ratably as provided in the Collateral Agency and Intercreditor Agreement with the Credit Facility Obligations) obligations outstanding on the Closing Date (and interest, fees and other amounts owed from time to time thereafter with respect thereto) that constitute First Lien Debt or First Lien Obligations under the Collateral Agency and Intercreditor Agreement as of the Closing Date, (b) securing the Credit Facility Obligations and securing (equally and ratably as provided in the Collateral Agency and Intercreditor Agreement with the Credit Facility Obligations) Specified Cash Management Obligations, Specified Swap Obligations, obligations under Eligible Commodity Hedge Agreements, obligations under Eligible Commodity Hedge Financings, and permitted refinancings of First Lien Debt, including any Credit Agreement as defined in clause (b) of the definition thereof, (c) securing (equally and ratably as provided in the Collateral Agency and Intercreditor Agreement with the Credit Facility Obligations) obligations that constitute First Lien Debt, in each case permitted to be incurred pursuant to Section 6.1(a), 6.1(c)(i), 6.1(c)(ii), 6.1(c)(iii), 6.1(c)(iv), 6.1(c)(v), 6.1(c)(vi) and/or 6.1(c)(vii); and (d) securing all other First Lien Obligations;
(2)    Liens securing (a) Second Lien Debt and (b) all other Second Lien Obligations, which Liens are made junior to the First Lien Obligations pursuant to the Collateral Agency and Intercreditor Agreement;
(3)    Liens securing Junior Lien Indebtedness and all obligations with respect thereto;
(4)    Liens on the property or assets of the Borrower or any Subsidiary of the Borrower in favor of any Loan Party;
(5)    Liens on property (including Capital Stock) existing at the time of acquisition of the property (including Capital Stock) by the Borrower or any Subsidiary of the Borrower; provided that such Liens were in existence prior to such acquisition and not incurred in contemplation of such acquisition;
(6)    Liens incurred or deposits made in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, government contracts,

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performance and return-of-money bonds and other similar obligations incurred in the ordinary course of business (exclusive of obligations in respect of the payment for borrowed money);
(7)    Liens to secure the performance of bids, trading contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds, and other obligations of a like nature incurred in the ordinary course of business; provided that, for the avoidance of doubt, Liens (including, without limitation, rights of set-off) on (i) deposits and (ii) revenues under trading contracts, in each case in favor of counterparties under such trading contracts and other obligations incurred in the ordinary course of business (including trading counterparties, brokerages, clearing houses, utilities, systems operators and similar entities) shall be permitted and shall be permitted to be first priority Liens on such collateral;
(8)    Liens existing on the 2021 Notes Issue Date and Liens on assets of the Borrower or any of its Subsidiaries securing obligations incurred to refinance, replace, refund, renew or extend obligations (and obligations refinancing such obligations) secured by Liens existing on the 2021 Notes Issue Date; provided that the Liens securing such obligations shall attach only to the assets that were subject to Liens securing the obligations so refinanced, replaced, refunded, renewed or extended;
(9)    licenses, leases or subleases granted to third parties not interfering in any material respect with the business of the Borrower and any of its Restricted Subsidiaries;
(10)    Liens for taxes, assessments or charges not yet due or delinquent or that are being contested in good faith and by appropriate proceedings if adequate reserves with respect thereto are maintained on the books of the Borrower or the affected Restricted Subsidiary, as the case may be, in accordance with GAAP as in effect from time to time;
(11)    carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, landlords’ or other similar Liens arising in the ordinary course of business which in the aggregate do not materially detract from the value of the property or assets or materially impair the use thereof in the operation of the business of the Borrower and its Subsidiaries and are not overdue for a period of more than 90 days or which are being contested in good faith by appropriate proceedings and for which adequate reserves with respect thereto are maintained on the books of the Borrower or the affected Restricted Subsidiary, as the case may be, in accordance with GAAP as in effect from time to time;
(12)    easements, rights-of-way, restrictions, zoning ordinances and other similar encumbrances incurred in the ordinary course of business which, are not substantial in amount and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower and any of its Restricted Subsidiaries;
(13)    any interest or title of a licensor, lessor or sublessor under any lease;
(14)    Liens created for the benefit of (or to secure) the Obligations;
(15)    Liens arising in the ordinary course of business to secure liability (in an amount not in excess of the premium for such insurance) for premiums to insurance carriers;
(16)    filing of Uniform Commercial Code financing statements as a precautionary measure in connection with operating leases or capital leases;
(17)    bankers’ Liens and similar Liens (including rights of set-off) in respect of bank deposits;
(18)    Liens on cash, Cash Equivalents or other property arising in connection with the defeasance, discharge or redemption of Indebtedness;

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(19)    Liens on specific items of inventory or other goods (and the proceeds thereof) of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created in the ordinary course of business for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;
(20)    Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business;
(21)    good faith deposits made in connection with (a) any acquisition (whether pursuant to an acquisition of Capital Stock, assets or otherwise) by the Borrower or any of its Subsidiaries from any Person of all or substantially all of the assets of a Person or a line of business of a Person or (b) any advance, loan, extension of credit (by way of guarantee or otherwise) or capital contribution, or purchase of any stock, bonds, notes, debentures or other securities of or any assets constituting a business unit of, or any other investment;
(22)    Liens on assets of any Subsidiary of the Borrower or Project Subsidiary and/or on the Capital Stock of such Subsidiary or Project Subsidiary, in each case to the extent such Liens secure Limited Recourse Debt;
(23)    any Lien existing on any property or asset prior to the acquisition thereof (or the acquisition of, or merger or consolidation with, the Person owning such property or asset) by the Borrower or any of its Subsidiaries, and any Lien securing obligations incurred to refinance, replace, refund, renew or extend the obligations secured by such Liens; provided that in each case (i) such Lien is not created in contemplation or in connection with such acquisition, (ii) such Lien does not apply to any other property or assets of the Borrower or any of its Subsidiaries (other than fixtures and improvements on any such real property), and (iii) the principal amount of any Indebtedness secured by such Liens shall not be increased (except by the amount of premiums, penalties, accrued and unpaid interest, fees and expenses associated with such refinancing, replacement, refunding, renewal or extension of such Indebtedness);
(24)    utility and similar deposits made by the Borrower or its Subsidiaries in the ordinary course of business;
(25)    Permitted PPA Counterparty Liens, subject to a PPA Intercreditor Agreement;
(26)    Liens securing (a) Capital Lease Obligations and (b) other Indebtedness of the Borrower or any of its Subsidiaries incurred to finance all or any part of the acquisition, lease, construction, installation or improvement of any assets, and any refinancing, replacement, refunding, renewal or extension of any such Indebtedness without any increase thereof, in an aggregate amount, together with all other Capital Lease Obligations and Indebtedness secured by Liens pursuant to this clause (26) not to exceed $150,000,000 at any one time outstanding, so long as (i) such Liens are initially created or arise prior to or within the 90 days after the completion of such acquisition, lease, construction, installation or improvement and (ii) such Liens do not attach to assets of the Borrower or any Subsidiary other than the relevant assets acquired, leased, constructed, installed or improved;
(27)    Liens of sellers of goods, gas or oil to the Borrower or any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code or under other state statutes in the ordinary course of business, covering only the goods, gas or oil sold and covering only the unpaid purchase price for such goods, gas or oil and related expenses;
(28)    Liens securing the CalGen Makewhole Payment, if any;
(29)    Liens securing the Blue Spruce Refinancing Facility and the Metcalf Refinancing Facility, provided that in each case the Liens securing such obligations shall attach only to the assets that were subject to Lien securing the obligations refinanced, replaced, refunded, renewed or extended by the Blue Spruce Refinancing Facility or the Metcalf Refinancing Facility, as applicable;

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(30)    Liens on all or substantially all of the assets of any Subsidiary of the Borrower that was a debtor under the Bankruptcy Code immediately after the date of the Existing Credit Agreement, which Subsidiary has not emerged from its Case to the extent such Liens secure the obligations of such bankrupt Subsidiaries under loans made to them and permitted under the Existing Credit Agreement as in effect immediately prior to the Closing Date; provided that such Liens shall be terminated and released as of the date that such Subsidiary emerges from its Case;
(31)    any Lien created in favor of a partner, co-joint venturor or co-owner in connection with any partnership agreement, joint venture agreement or other joint ownership agreement or arrangement with such party related to the interests or shares in, assets of, distributions from, product derived from, sales proceeds payable in respect of, revenues from and tariffs payable in respect of such partnership, joint venture or other joint ownership agreement or arrangement, including, without limitation, any rights of first offer, first refusal or first negotiation, any rights of purchase and any similar rights and encumbrances and restrictions on transfer granted with respect to such interests, shares, assets, distributions, products, sales proceeds, revenues and tariffs;
(32)    Liens securing Indebtedness or other obligations in an aggregate amount, together with all other Indebtedness and other obligations secured by Liens pursuant to this clause (32), not to exceed $100,000,000 at any one time outstanding; and
(33)    with respect to any Mortgaged Property that is leased, subleased, held by or benefitting from, an easement agreement or subject to a Generating Plant Easement, (i) the lease, sublease or easement agreement, as applicable, and the interest or title of the lessor, sublessor or grantor thereunder and (ii) any Liens encumbering the title of such lessor, sublessor or grantor, as applicable, in the Mortgaged Property arising after the date hereof and subordinate in all respects to the Lien granted and evidenced by the Mortgages.
Permitted PPA Counterparty Lien ”: a Lien granted by the Borrower or any of its Subsidiaries in favor of a PPA Counterparty under a PPA; provided that all of the following conditions are satisfied:
(1)    the PPA Counterparty shall not be an Affiliate of the Borrower or any of its Subsidiaries;
(2)    the Lien shall not secure any Indebtedness and (a) shall have been granted solely to secure the performance obligations of the applicable Project Subsidiary under the PPA and/or any obligations of such Project Subsidiary to make a termination payment under the PPA, or (b) shall create rights designed to enable the PPA Counterparty to assume operational control of the relevant Eligible Facility or Eligible Facilities ( e.g ., step-in rights) or otherwise continue performance of the Project Subsidiary’s obligations under the PPA;
(3)    the PPA Counterparty shall be permitted to exercise its rights and remedies solely with respect to the assets subject to such Lien only:
(a)    for so long as the PPA Counterparty remains current with respect to all of its payment obligations under the PPA and shall not otherwise be in a continuing default under the PPA;
(b)    if the PPA Counterparty continues to acknowledge the existence of the Liens securing the obligations (unless and until the Liens securing the obligations are eliminated in connection with a foreclosure of the Lien as contemplated by clause (4) of this definition); and
(c)    if either (i) the Project Subsidiary has terminated, rejected or repudiated the PPA (including, without limitation, any rejection or similar act by or on behalf of such Project Subsidiary in connection with any case under the Bankruptcy Code) or (ii) the Project Subsidiary (A) provides or delivers capacity or energy to a third party if such Project Subsidiary is required under the PPA to provide or deliver such capacity or energy to the PPA Counterparty, (B) fails to

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operate or attempt to operate one or more of the relevant Eligible Facilities at a time when the Project Subsidiary was required under the PPA to operate or attempt to operate such Eligible Facility or Eligible Facilities and such operation is not prevented by force majeure, forced outage or other events or circumstances outside the reasonable control of the Person responsible therefor, (C) fails to comply with any provisions of the PPA designed to enable the PPA Counterparty to assume operational control of the relevant Eligible Facility or Eligible Facilities ( e.g. , step-in rights) or otherwise take actions necessary to continue performance of Project Subsidiary’s obligations under the PPA, in each case to the extent the Project Subsidiary is then capable of complying with such provisions, (D) fails to pay to the PPA Counterparty any amount due and payable in accordance with the terms and conditions of the PPA, or (E) otherwise intentionally breaches its obligations under the PPA;
(4)    the PPA Counterparty’s exercise of its rights with respect to the Lien shall be limited to (a) the taking of actions pursuant to any provisions of the PPA designed to enable the PPA Counterparty to assume operational control of the relevant Eligible Facility or Eligible Facilities ( e.g. , step-in rights) or otherwise necessary to continue performance of Project Subsidiary’s obligations under the PPA or (b) the recovery of any termination payment due under the PPA; and
(5)    the PPA Counterparty shall have executed and delivered a PPA Intercreditor Agreement.
Permitted Refinancing Indebtedness ”: any Indebtedness that constitutes First Lien Debt issued in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge other Indebtedness that constitutes First Lien Debt; provided that the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued interest on such Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith).
Permitted Replacement Commitment ”: any letters of credit, similar obligations and/or commitment to lend or provide Indebtedness that replaces any then-existing letters of credit, similar obligations or undrawn and unutilized commitment to lend or provide Indebtedness, in each case, that would constitute First Lien Debt; provided that the maximum principal amount of the replacement letters of credit, similar obligations and commitments may not exceed the maximum principal amount of the then-existing letters of credit, similar obligations and commitments.
Person ”: any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization, joint venture, limited liability company, Governmental Authority or other entity of whatever nature.
Plan ”: at a particular time, any employee benefit plan that is covered by ERISA and in respect of which the Borrower or a Commonly Controlled Entity is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.
Platform ”: the meaning set forth in Section 5.1 .
PPA ”: an agreement (including a tolling agreement, fuel conversion services agreement or other similar agreement) entered into by a Subsidiary for the sale of capacity or energy (and services ancillary or related thereto) from one or more of the Projects.
PPA Counterparty ”: a counterparty to a PPA.
PPA Intercreditor Agreement ”: an intercreditor agreement that provides for the following: (a) notice by the Borrower to the relevant PPA Counterparty of defaults, events of default and any exercise of remedies by the Lenders or an Act of Required Debtholders in connection therewith, (b) the right of the PPA Counterparty to exercise step-in rights, (c) notice to the Administrative Agent of any defaults under the relevant PPA, (d) standstill provisions relating to the exercise of remedies by the PPA Counterparty, (e) the right of the Lenders or an Act of Required Debtholders to cure defaults under the relevant PPA without assuming the PPA or taking possession of the

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Project, (f) the right of the Lenders or an Act of Required Debtholders to cure defaults under the relevant PPA by stepping in, assuming the contract and curing “curable” defaults, (g) the right of the applicable Secured Parties to provide alternative collateral ( e.g. , letter of credit) in lieu of Permitted PPA Counterparty Liens, (h) the establishment of a payment waterfall absent special actions by the PPA Counterparty and the Lenders or an Act of Required Debtholders, and (i) is otherwise in form and substance reasonably satisfactory to the Administrative Agent and the Borrower.
Prime Rate ”: the rate of interest announced by GS Bank (x) with respect to any period prior to the Administrative Agent Succession Effective Date, GS Bank and (y) with respect to any period on and after the Administrative Agent Succession Effective Date, Bank of Tokyo, in each case from time to time as its prime rate. The Prime Rate is a reference rate and does not necessarily represent the lowest rate actually charged to any customer. GS Bank may (x) Prior to the Administrative Agent Succession Effective Date, GS Bank and (y) on and after the Administrative Agent Succession Effective Date, Bank of Tokyo may in each case make commercial loans or other loans at rates of interest at, above or below the Prime Rate.
Project ”: any (a) electrical generation plant, (b) cogeneration plant, (c) facility for the exploration or drilling for fuel or other resources, or for the development, storage, transport or transmission of, electricity, steam, fuel, syngas or other resources for the generation of electricity or (d) facility engaged in another line of business in which the Borrower and its Subsidiaries are permitted to be engaged hereunder, in each case for which a Subsidiary or Subsidiaries of the Borrower was, is or will be (as the case may be) an owner, lessee, operator, manager, developer or builder, and shall also mean any two or more of such plants or facilities in which an interest has been acquired in a single transaction; provided that a Project shall cease to be a Project of the Borrower and its Subsidiaries at such time that the Borrower or any of its Subsidiaries ceases to have any existing or future rights or obligations (whether direct or indirect, contingent or matured) associated therewith.
Project Subsidiary ”: any Subsidiary of the Borrower whose sole business is the ownership and/ or operation of a Project or Projects and substantially all of the assets of which are associated with or acquired or utilized in such Project.
Projections ”: the meaning set forth in Section 5.2(c) .
Prudent Industry Practice ”: those practices or methods as are commonly used or adopted by Persons in power generation industry in the United States, in connection with the conduct of such industry, in each case as such practices or methods may evolve from time to time, consistent with all applicable requirements of law.
Public Lender ”: the meaning set forth in Section 9.15 .
Qualified Cash Management Creditors ”: any Person to whom Cash Management Obligations are owed, in each case so long as such Person was a Lender under this Agreement or a lender under another Credit Agreement or an Affiliate of a Lender under this Agreement or of a lender under another Credit Agreement, at the time the respective services or extensions of credit giving rise to such Cash Management Obligations were provided or incurred.
Refunded Swingline Loans ”: the meaning set forth in Section 2.4(b) .
Register ”: the meaning set forth in Section 9.6(b)(iv) .
Regulation U ”: Regulation U of the Board of Governors as in effect from time to time.
Related Persons ”: with respect to any Indemnitee, any Affiliate of such Indemnitee and any officer, director, employee, representative or agent of such Indemnitee or Affiliate thereof, in each case that has provided any services in connection with the transactions contemplated under this Agreement and the other Loan Documents.
Reorganization ”: with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

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Reportable Event ”: any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty (30) day notice period is waived under any regulation promulgated by the PBGC.
Required Intercreditor Actions ”: the meaning set forth in Section 4.1(m) .
Required Lenders ”: at any time, Lenders holding more than 50% of the Total Revolving Commitments then in effect or, if the Revolving Commitments have been terminated, the Aggregate Revolving Outstandings then outstanding; provided that the Revolving Commitment of, and the portion of the Aggregate Revolving Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.
Requirement of Law ”: as to any Person, the certificate of incorporation and by laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.
Responsible Officer ”: the chief executive officer, president, any executive vice president or Financial Officer of the Borrower, but in any event, with respect to financial matters, a Financial Officer of the Borrower.
Restricted Subsidiary ”: any Subsidiary that is a Guarantor.
Restructuring Costs ”: non-recurring and other one-time costs incurred by the Borrower or its Subsidiaries in connection with the reorganization of its and its Subsidiaries’ business, operations and structure in respect of (a) the implementation of ongoing operational initiatives, (b) plant closures, plant “moth-balling” or consolidation, relocation or elimination of offices operations, (c) related severance costs and other costs incurred in connection with the termination, relocation and training of employees, (d) legal, consulting, employee retention and other advisor fees incurred in connection with the Cases and the related Plan of Reorganization (as such terms are defined in the Existing Credit Agreement) and (e) any adequate protection payments previously consented to by the administrative agent under the Existing DIP Credit Agreement (as defined in the Existing Credit Agreement).
Revolving Commitment ”: with respect to each Lender, the obligation of such Lender, if any, to make Revolving Loans and participate in Swingline Loans and Letters of Credit in an aggregate principal and/or face amount not to exceed the amount set forth opposite its name on Schedule 1.1A annexed hereto under the heading “Revolving Commitment Amounts” or as may subsequently be set forth in the Register from time to time, as the same may be (x) reduced from time to time pursuant to Sections 2.12 and 2.14 or (y) increased from time to time pursuant to Section 2.25 . a Class A Revolving Commitment or a Class B Revolving Commitment, and the “Revolving Commitments” mean the Class A Revolving Commitments and the Class B Revolving Commitments taken together.
Revolving Commitment Increase ”: the meaning set forth in Section 2.25(a) .
Revolving Commitment Percentage ”: at any time, with respect to each Lender, the percentage obtained by dividing its Revolving Commitment at such time by the Total Revolving Commitments at such time or, if no Revolving Commitments are then in effect, the percentage obtained by dividing the aggregate Revolving Loans outstanding of such Lender by the aggregate Revolving Loans outstanding of all the Lenders at such time; provided that, in the event that the Revolving Loans are paid in full prior to the reduction to zero of the total outstanding Revolving Extensions of Credit, the Revolving Commitment Percentages shall be determined in a manner designed to ensure that the other outstanding Revolving Extensions of Credit shall be held by the Lenders on a comparable basis.
Revolving Commitment Period ”: the period from and including the Closing Date to but not including the Original Termination Date (or, of the Class A Revolving Commitments (or, with respect to the Class B Revolving Commitments, the Termination Date thereof or with respect to any outstanding Extended Revolving Commitment, the Termination Date applicable thereto).

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Revolving Extensions of Credit ”: as to any Lender at any time, an amount equal to the sum of (a) the aggregate principal amount of all Revolving Loans held by such Lender then outstanding, (b) such Lender’s Revolving Commitment Percentage of the Letter of Credit Outstandings then outstanding and (c) such Lender’s Revolving Commitment Percentage of the aggregate principal amount of Swingline Loans then outstanding.
Revolving Facility ”: the Revolving Commitments and the extensions of credit made thereunder Facilities”: means the collective reference to the Class A Revolving Facility and the Class B Revolving Facility, and any reference to “Revolving Facility” shall mean to any of the Class A Revolving Facility or the Class B Revolving Facility .
Revolving Loans ”: the meaning set forth in Section 2.1(a) Class A Revolving Loans and the Class B Revolving Loans .
S&P ”: Standard & Poor’s Ratings Services, or its successor.
SEC ”: the Securities and Exchange Commission, any successor thereto and any analogous Governmental Authority.
Second Lien ”: a Lien granted by a Security Document to the Collateral Agent for the benefit of the Second Lien Secured Parties, at any time, upon any property of the Borrower or any other Grantor to secure Second Lien Obligations.
Second Lien Debt ”: to the extent issued or outstanding, any Indebtedness constituting Junior Lien Indebtedness; provided that in the case of any Indebtedness referred to in this definition:
(1)    on or before the date on which such Indebtedness is incurred by the Borrower or any Restricted Subsidiary, such Indebtedness is designated by the Borrower, in a certificate of a Responsible Officer delivered to the Collateral Agent, as “Second Lien Debt” for the purposes of the Secured Debt Documents; provided , that no obligation or Indebtedness may be designated as both Second Lien Debt and First Lien Debt;
(2)    such Indebtedness is evidenced or governed by an indenture, credit agreement, loan agreement, note agreement, promissory note or other agreement or instrument that includes a Lien Sharing and Priority Confirmation;
(3)    is designated as Second Lien Debt in accordance with the requirements of the Collateral Agency and Intercreditor Agreement; and
(4)    at the time of the incurrence thereof, the respective Second Lien Debt may be incurred (and secured as contemplated herein) without violating the terms of any Credit Agreement then outstanding.
Second Lien Documents ”: collectively, the indenture, credit agreement or other agreement or instrument evidencing or governing or securing each Series of Second Lien Debt and the Second Lien Security Documents.
Second Lien Obligations ”: any principal (including reimbursement obligations with respect to letters of credit whether or not drawn), interest (including all interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding at the rate, including any applicable postdefault rate, specified in the Second Lien Documents, even if such interest is not enforceable, allowable or allowed as a claim in such proceeding), premium (if any), fees, indemnifications, reimbursements, expenses, damages and other liabilities payable under the documentation governing any Second Lien Debt.
Second Lien Representative ”: in the case of any Series of Second Lien Debt, the trustee, agent or representative of the holders of such Series of Second Lien Debt who maintains the transfer register for such Series of Second Lien Debt and is appointed as a Second Lien Representative (for purposes related to the administration of the Security Documents) pursuant to the indenture, credit agreement, loan agreement, note agreement, promissory

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note or other agreement or instrument evidencing or governing such Series of Second Lien Debt, together with its successors in such capacity; provided that in each case such Person shall have executed a joinder to the Collateral Agency and Intercreditor Agreement.
Second Lien Security Documents ”: the Security Documents (other than any Security Documents that do not secure the Second Lien Obligations).
Secured Debt ”: First Lien Debt and Second Lien Debt.
Secured Debt Documents ”: the First Lien Documents and the Second Lien Documents.
Secured Debt Representative ”: each First Lien Representative and each Second Lien Representative.
Secured Obligations ”: First Lien Obligations and Second Lien Obligations.
Secured Parties ”: the holders of First Lien Debt (including their Secured Debt Representatives) and the holders of Second Lien Debt (including their Secured Debt Representatives).
Securities Act ”: means the Securities Act of 1933, as amended, or any successor statute or statutes thereto.
Security Documents ”: the Collateral Agency and Intercreditor Agreement, the Guarantee and Collateral Agreement, each Lien Sharing and Priority Confirmation, the Mortgages, and all security agreements, pledge agreements, collateral assignments, mortgages, collateral agency agreements, control agreements, deeds of trust or other grants or transfers for security executed and delivered by the Borrower or any other Guarantor creating (or purporting to create) a Lien upon Collateral in favor of the Collateral Agent, for the benefit of the Secured Parties, in each case, as amended, modified, renewed, restated or replaced, in whole or in part, from time to time, in accordance with its terms and Section 8.1 of the Collateral Agency and Intercreditor Agreement.
Series of First Lien Debt ”: severally, (1) the Indebtedness under this Agreement, (2) Indebtedness under the Existing Credit Agreement, (3) all Specified Cash Management and Swap Obligations (with each separate such item constituting a separate series of First Lien Debt, except that agreements between one or more of the same Loan Parties, on the one hand, and one or more of the same counterparties, on the other hand, shall constitute a single series of First Lien Debt, so long as such agreements represent confirmations or transactions under a single common agreement among such parties) and (4) each separate issue of Indebtedness which constitutes First Lien Debt in accordance with clause (2) of the definition thereof contained herein (with agreements between one or more of the same Loan Parties, on the one hand, and one or more of the same counterparties, on the other hand, constituting a single issue and a single series of First Lien Debt, so long as such agreements represent confirmations or transactions under a single common agreement among such parties).
Series of Second Lien Debt ”: severally, each issue or series of Second Lien Debt.
Series of Secured Debt ”: severally, each Series of First Lien Debt and each Series of Second Lien Debt.
Significant Subsidiary ” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date of this Agreement; provided that clause (3) of such definition will be disregarded.
Single Employer Plan ”: any Plan that is covered by Title IV of ERISA, but that is not a Multiemployer Plan.
Solvent ”: when used with respect to any Person and its Subsidiaries, means that, as of any date of determination, (a) the amount of the “present fair saleable value” of the assets of such Person and its Subsidiaries on a consolidated basis will, as of such date, exceed the amount of all “liabilities of such Person and its Subsidiaries on a consolidated basis, contingent or otherwise”, as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (b) the present fair

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saleable value of the assets of such Person and its Subsidiaries will, as of such date, be greater than the amount that will be required to pay the probable liability of such Person and its Subsidiaries on a consolidated basis on its debts as such debts become absolute and matured, (c) such Person and its Subsidiaries on a consolidated basis will not have, as of such date, an unreasonably small amount of capital with which to conduct their business, and (d) such Person and its Subsidiaries will be able to pay their debts as they mature. For purposes of this definition, (i) “debt” means liability on a “claim”, and (ii) “claim” means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured.
Specified Cash Management and Swap Obligations ”: a collective reference to all Specified Cash Management Obligations and all Specified Swap Obligations.
Specified Cash Management Agreement ”: any agreement providing for treasury, depositary or cash management services, including in connection with any automated clearing house transfers of funds or any similar transactions between the Borrower or any Guarantor and a Qualified Cash Management Creditor.
Specified Cash Management Obligations ”: all Cash Management Obligations that are owed to one or more Qualified Cash Management Creditors.
Specified Letters of Credit ”: any Letter of Credit issued on the Closing Date to “back-stop” letters of credit issued under the Existing Credit Agreement.
Specified Swap Agreement ”: any Swap Agreement in respect of Specified Swap Obligations.
Specified Swap Obligations ”: all “obligations” under any Swap Agreement in respect of interest rates or currency exchange rates existing on the 2021 Notes Issue Date (to the extent it constitutes a “Specified Swap Agreement” as defined in the Collateral Agency and Intercreditor Agreement on such date) or thereafter entered into by the Borrower or any Guarantor and any Person that is a lender under a Credit Agreement or an Affiliate of a lender under a Credit Agreement at the time such Swap Agreement is entered into.
Stated Maturity ”: with respect to any tranche of Revolving Commitments, the Original Termination Date of such tranche ; provided that, with respect to any tranche of Extended Revolving Commitments, the Stated Maturity with respect thereto shall instead be the final maturity date as specified in the applicable Extension Offer accepted by the respective Lender.
Subsidiary ”: with respect to any specified Person:
(1)    any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and
(2)    any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).
Swap Agreements ”: any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom

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stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrower or any of its Subsidiaries shall be a “Swap Agreement.”
Swingline Commitment ”: the obligation of the Swingline Lender to make Swingline Loans pursuant to Section 2 in an aggregate principal amount at any one time outstanding not to exceed $50,000,000.
Swingline Lender ”: Goldman Sachs Bank USA (or a replacement or successor Lender or affiliate thereof that agrees to act as Swingline Lender hereunder in accordance with the immediately succeeding sentence), in its capacity as the lender of Swingline Loans; provided that, if any Extension or Extensions of Revolving Commitments is or are effected in accordance with Section 2.27 , then on the occurrence of each Fronting/Swingline Termination Date, the Swingline Lender at such time shall have the right to resign as Swingline Lender on, or on any date within 20 Business Days after, the respective Fronting/Swingline Termination Date, in each case upon not less than ten (10) days’ prior written notice thereof to the Borrower and the Administrative Agent and, in the event of any such resignation and upon the effectiveness thereof, the Borrower shall repay any outstanding Swingline Loans made by the respective entity so resigning and such entity shall not be required to make any further Swingline Loans hereunder. If at any time and for any reason (including as a result of resignations as contemplated by the proviso to the preceding sentence), the Swingline Lender has resigned in such capacity in accordance with the preceding sentence, then no Person shall be the Swingline Lender hereunder obligated to make Swingline Loans unless and until (and only for so long as) a Lender (or affiliate of a Lender) reasonably satisfactory to the Administrative Agent or the Borrower agrees to act as the Swingline Lender hereunder.
Swingline Loans ”: the meaning set forth in Section 2.3(a) .
Swingline Participation Amount ”: the meaning set forth in Section 2.4(c) .
Syndication Agent ”: as defined in the preamble.
Taxes ”: any and all present or future taxes, levies, imposts, duties, deductions, charges, assessments, fees, withholdings or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.
Termination Date ”: with respect to any tranche of Revolving Commitments, the earlier to occur of (a) the Stated Maturity of such tranche and (b) the acceleration of the Loans under such tranche and the termination of the Total Revolving Commitments of such tranche in accordance with the terms hereof. In the event that one or more Extensions are effected in accordance with Section 2.27 , then the Termination Date of each tranche of Revolving Loans or Revolving Commitments shall be determined based on the respective Stated Maturity applicable thereto (except in cases where clause (b) of the preceding sentence is applicable).
Title Datedown Product ”: the meaning set forth in Section 6.1(d) .
Title Insurance Company ”: Stewart Title Insurance Company, or such other title insurance company as shall be reasonably acceptable to the Administrative Agent.
Total Revolving Commitments ”: at any time, the aggregate amount of the Revolving Commitments then in effect. The Total Revolving Commitments on the Amendment No. 2 3 Effective Date are $ 1,500,000,000. 1,678,300,000.
tranche ”: the meaning set forth in Section 2.27(a) .
“Tranche Revolving Commitment Percentage”: at any time, with respect to any tranche of Revolving Commitments, with respect to each Lender of such tranche, the percentage obtained by dividing its Revolving Commitment of such tranche at such time by the aggregate outstanding Revolving Commitments of such tranche at such time or, if no Revolving Commitments of such tranche are then in effect, the percentage obtained by dividing such Lender’s aggregate outstanding Revolving Loans of such tranche by the aggregate outstanding Revolving Loans of such tranche of all the Lenders of such tranche at such time;

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provided that, in the event that the Revolving Loans of such tranche are paid in full prior to the reduction to zero of the total outstanding Revolving Extensions of Credit of such tranche, the Tranche Revolving Commitment Percentages shall be determined in a manner designed to ensure that the other outstanding Revolving Extensions of Credit of such tranche shall be held by the Lenders on a comparable basis.
Transferee ”: any Assignee or Participant.
Type ”: as to any Loan, its nature as a Base Rate Loan or a Eurodollar Loan.
UCP ”: the Uniform Customs and Practice for Documentary Credits, 2007 Revision, International Chamber of Commerce Publication No. 600 and any subsequent version thereof adhered to by the applicable Fronting Bank.
“Union Bank”: the meaning set forth in the preamble to this Agreement.
United States ”: the United States of America.
Voting Stock ”: of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.
“Write-Down and Conversion Powers”: with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.
1.2.     Other Definitional Provisions .
(a)    Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto.
(b)    As used herein and in the other Loan Documents, and any certificate or other document made or delivered pursuant hereto or thereto, (i) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (ii) the word “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings) and (iii) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, Capital Stock, securities, revenues, accounts, leasehold interests and contract rights.
(c)    The words “hereof”, “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified.
(d)    The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. Whenever the context may required, any pronoun shall include the corresponding masculine, feminine and neuter forms. References to agreements or other Contractual Obligations shall, unless otherwise specified, be deemed to refer to such agreements or Contractual Obligations as amended, supplemented, restated or otherwise modified from time to time to the extent permitted herein.
Except as otherwise provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP.
1.3.     Delivery of Notices or Receivables . Any reference to a delivery or notice date that is not a Business Day shall be deemed to mean the next succeeding day that is a Business Day.

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1.4.     Exchange Rates . For purposes of calculating (a) the aggregate Dollar Equivalent of Letters of Credit denominated in an Alternative Currency and of unreimbursed drawings under Letters of Credit denominated in Alternative Currency outstanding at any time during any period and (b) the Dollar Equivalent of any Letters of Credit denominated in an Alternative Currency at the time of the issuance of such Letter of Credit pursuant to Section 2.5 , the Administrative Agent will (i) at least once during each calendar month, (ii) at the time of each Borrowing of Loans, at the time of each issuance, increase or amendment of a Letter of Credit (other than an automatic renewal or extension for a one-year term pursuant to the provisions of such Letter of Credit), and at the time of each Cash Collateralization for any Letter of Credit denominated in an Alternative Currency, and (iii) following the occurrence and during the continuance of an Event of Default, at such additional times as it in its sole discretion determines to be appropriate to do so, determine the respective rate of exchange into Dollars of such Alternative Currency (which rate of exchange shall be based upon the Exchange Rate in effect on the date of such determination). Such rates of exchange so determined on each such determination date shall, for purposes of the calculations described in the preceding sentence, be deemed to remain unchanged and in effect until the next such determination date.
SECTION 2
Amount and Terms of Loans and Commitments
2.1.     Revolving Commitments .
(a)    Subject to the terms and conditions hereof, each Class A Lender, severally and not jointly with the other Class A Lenders, agrees from time to time during the Class A Revolving Commitment Period to make revolving credit loans (each, a “ Class A Revolving Loan ” and, collectively, the “ Class A Revolving Loans ”) to the Borrower in an aggregate principal amount at any one time outstanding which, when added to such Class A Lender’s Revolving Commitment Percentage of the then Aggregate other Class A Revolving Outstandings, does not exceed the amount of such Class A Lender’s Class A Revolving Commitment in effect at such time as at the date such Class A Revolving Loan is to be made. The amount of each Class A Lender’s Class A Revolving Loans and Class A Revolving Commitment on the Closing Amendment No. 3 Effective Date shall be equal to the amount reflected on the Register on the Closing Amendment No. 3 Effective Date, which amount shall be conclusive absent manifest error. During the Class A Revolving Commitment Period, the Borrower may use the Class A Revolving Commitments by borrowing, prepaying the Class A Revolving Loans in whole or in part, and reborrowing, all in the accordance with the terms and conditions hereof. The Class A Revolving Loans may from time to time be Eurodollar Loans or Base Rate Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.15 .
(b)      Subject to the terms and conditions hereof, each Class B Lender, severally and not jointly with the other Class B Lenders, agrees from time to time during the Class B Revolving Commitment Period to make revolving credit loans (each, a “Class B Revolving Loan” and, collectively, the “Class B Revolving Loans”) to the Borrower in an aggregate principal amount at any one time outstanding which, when added to such Class B Lender’s other Class B Revolving Outstandings, does not exceed the amount of such Class B Lender’s Class B Revolving Commitment in effect at such time as at the date such Class B Revolving Loan is to be made. The amount of each Class B Lender’s Class B Revolving Loans and Class B Revolving Commitment on the Amendment No. 3 Effective Date shall be equal to the amount reflected on the Register on the Amendment No. 3 Effective Date, which amount shall be conclusive absent manifest error. During the Class B Revolving Commitment Period, the Borrower may use the Class B Revolving Commitments by borrowing, prepaying the Class B Revolving Loans in whole or in part, and reborrowing, all in the accordance with the terms and conditions hereof. The Class B Revolving Loans may from time to time be Eurodollar Loans or Base Rate Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.15.
(c)      (b) The Borrower shall repay (i) all outstanding Class A Revolving Loans on the Original Termination Date or Termination Date of the Class A Revolving Commitments and (ii) all outstanding Class B Revolving Loans on the Termination Date of the Class B Revolving Commitments or, in each case , with respect to any Revolving Loans outstanding with respect to an Extended Revolving Commitment, the Termination Date applicable thereto.

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(d)      Any Revolving Loans made (including without limitation those required to be made under Sections 2.3 and 2.4) on or after the Amendment No. 3 Effective Date shall be made ratably in accordance with the pro rata share of Total Revolving Commitments of each Lender (and for the avoidance of doubt, shall be made ratably among the Class A Revolving Commitments and the Class B Revolving Commitments such that the Class A Revolving Loans and the Class B Revolving Loans shall always comprise the percentage that the Class A Revolving Commitments and the Class B Revolving Commitments, respectively, comprise of the Total Revolving Commitments as of such date). For the avoidance of doubt, (i) all Borrowings of Revolving Loans at any time prior to the Stated Maturity of the Class A Revolving Commitments shall be made, and deemed to be made, ratably among the Class A Lenders and the Class B Lenders, and (ii) all Borrowings of Revolving Loans prior to the Stated Maturity of the Class B Revolving Commitments but on or after the Stated Maturity of the Class A Revolving Commitments shall be made, and deemed to be made, ratably among the Class B Lenders.
2.2.     Procedure for Revolving Loan Borrowing . The Borrower may borrow under the Revolving Commitments during the Revolving Commitment Period on any Business Day, provided that the Borrower shall give the Administrative Agent irrevocable notice substantially in the form of Exhibit B hereto (which notice must be received by the Administrative Agent prior to 12:00 Noon, New York City time (a) three (3) Business Days prior to the requested Borrowing Date, in the case of Eurodollar Loans or (b) one Business Day prior to the requested Borrowing Date, in the case of Base Rate Loans, specifying (i) the amount and Type of Revolving Loans to be borrowed, (ii) the requested Borrowing Date and (iii) in the case of Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor. Each Borrowing under the Revolving Commitments shall be in an aggregate amount equal to (x) in the case of Base Rate Loans, $1,000,000 or a whole multiple thereof (or, if the then Available Revolving Commitments are less than $1,000,000, such lesser amount) or (y) in the case of Eurodollar Loans, $5,000,000 or a multiple of $1,000,000 in excess thereof; provided that the Swingline Lender may request, on behalf of the Borrower, borrowings under the Revolving Commitments that are Base Rate Loans in other amounts pursuant to Section 2.4 . Upon receipt of any such notice from the Borrower, the Administrative Agent shall promptly notify each Lender thereof. Each Lender will make the amount of its Revolving Commitment Percentage of each Borrowing available to the Administrative Agent at the Funding Office prior to 1:00 P.M., New York City time, on the Borrowing Date requested by the Borrower in funds immediately available to the Administrative Agent. Such Borrowing will then be made available to the Borrower by the Administrative Agent by 2:00 P.M., New York City time, on such Borrowing Date, as directed by the Borrower in the aggregate amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent.
2.3.     Swingline Commitment .
(a)     (i) Subject to the terms and conditions hereof, the Swingline Lender agrees to make a portion of the credit otherwise available to the Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“ Swingline Loans ”) to the Borrower; provided that (i) the aggregate principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect) and (ii) the Borrower shall not request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be Base Rate Loans only. Notwithstanding the foregoing, if at any time any Lender is a Defaulting Lender, such Defaulting Lender’s Revolving Commitment Percentage of the Swingline Loans will be reallocated among all Lenders that are not Defaulting Lenders (pro rata in accordance with their respective Revolving Commitment Percentage) but only to the extent the Aggregate Revolving Outstandings of all Lenders that are not Defaulting Lenders plus such Defaulting Lender’s Revolving Commitment Percentage of the Swingline Loans and any Letter of Credit Outstandings, in each case, except to the extent Cash Collateralized, does not exceed the Total Revolving Commitments (excluding the Revolving Commitment of any Defaulting Lender) (in which case the Revolving Commitments of all Defaulting Lenders will be deemed to be zero (except to the extent Cash Collateral has been posted by such Defaulting Lender in respect of any portion of such Defaulting Lender’s participations in Swingline Loans or Letter of Credit Outstandings) for purposes of any determination of the Lenders’ respective Revolving Commitment Percentage of the Swingline Loans (including for purposes of all fee calculations hereunder));

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provided, to the extent that such reallocation cannot be made, the Borrower and such Defaulting Lender, on a joint and several basis, hereby agree, within two Business Days following notice by the Administrative Agent, to cause to be, deposited with the Administrative Agent for the benefit of the Swingline Lender Cash Collateral or similar security satisfactory to such Swingline Lender (in its sole discretion) in the full amount of such Defaulting Lender’s Revolving Commitment Percentage of outstanding Swingline Loans (less the amount of any reallocation effected pursuant to the foregoing provisions of this sentence). Such Defaulting Lender and/or the Borrower, as applicable, hereby grants to the Administrative Agent, for the benefit of the Swingline Lender and the other holders of First Lien Debt (to the extent required by the Collateral Agency and Intercreditor Agreement and/or the Guarantee and Collateral Agreement), a security interest in all such Cash Collateral and all proceeds of the foregoing. Such Cash Collateral shall be maintained in blocked deposit accounts at the office of the Collateral Agent, and may be invested in Cash Equivalents reasonably acceptable to the Administrative Agent. If at any time the Administrative Agent determines that any funds held as Cash Collateral under this paragraph are subject to any right or claim of any Person other than the Administrative Agent for the benefit of the Swingline Lender (other than the claims of any other holder of First Lien Debt as may be required by the Collateral Agency and Intercreditor Agreement) or that the total amount of such funds is less than the aggregate risk participation of such Defaulting Lender in the applicable Swingline Loan, the Borrower and/or such Defaulting Lender will, promptly upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (x) such aggregate risk participation over (y) the total amount of funds, if any, then held as Cash Collateral under this paragraph that the Administrative Agent determines to be free and clear of any such right and claim. If the Lender that triggers the Cash Collateral requirement under this paragraph ceases to be a Defaulting Lender (as determined by the Swingline Lender in good faith), or if the Swingline Commitments have been permanently reduced to zero, the funds held as Cash Collateral shall thereafter be returned to the Defaulting Lender or the Borrower, whichever provided the funds for the Cash Collateral. For purposes hereof, “ Cash Collateralize ” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Swingline Lender, the applicable Fronting Bank and the relevant Lenders, as collateral for the Swingline Loans or Letter of Credit Outstandings, cash or deposit account balances (“ Cash Collateral ”) pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and the Swingline Lender or relevant Fronting Bank (which documents are hereby consented to by the Lenders). Derivatives of such term have corresponding meanings. Notwithstanding the foregoing, the Borrower shall not be required to Cash Collateralize any such Defaulting Lender’s Revolving Commitment Percentage to the extent the respective Lien is not permitted by the terms of any First Lien Debt.
(ii)    Notwithstanding anything to the contrary in Section 2.4(f), on the Amendment No. 3 Effective Date, the participations in any outstanding Swingline Loans shall be reallocated so that, after giving effect thereto, the Class A Lenders and the Class B Lenders shall share ratably in the aggregate principal amount of all Swingline Loans then outstanding in accordance with their respective pro rata shares of the Total Revolving Commitments (including both the Class A Revolving Commitments and the Class B Revolving Commitments from time to time in effect). Thereafter, until the Termination Date with respect to the Class A Revolving Commitments, the participations in any new Swingline Loans shall be allocated ratably in accordance with the Lenders’ respective pro rata shares of the Total Revolving Commitments. On the Termination Date with respect to the Class A Revolving Commitments, all then outstanding Swingline Loans shall be repaid in full (and there shall be no adjustment to the participations in such Swingline Loans as a result of the occurrence of such Termination Date); provided, however, that if, and only to the extent that, on the Termination Date with respect to the Class A Revolving Commitments (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in Section 2.5(h)), there shall exist sufficient unutilized Class B Revolving Commitments so that all or a portion of the then outstanding Swingline Loans could be incurred pursuant the Class B Revolving Commitments, then there shall be an automatic adjustment on the Termination Date with respect to the Class A Revolving Commitments of the participations in such Swingline Loans and all or a portion of the outstanding Swingline Loans, the same shall be deemed to have been incurred solely pursuant to the Class B Revolving Commitments and allocated ratably in accordance with the Class B Lenders’ respective pro rata shares of the Total Revolving Commitments, and such Swingline Loans shall not be so required to be repaid in full on the Termination Date with respect to the Class A Revolving Commitments.
(b)    The Borrower shall repay to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the Termination Date (subject to Section 2.3(a)(ii) and Section 2.4(f) ).

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2.4.     Procedure for Swingline Borrowing; Refunding of Swingline Loans .
(a)    Whenever the Borrower desires that the Swingline Lender make Swingline Loans it shall give the Swingline Lender irrevocable telephonic notice confirmed promptly in writing (which telephonic notice must be received by the Swingline Lender not later than 1:00 P.M., New York City time, on the proposed Borrowing Date), specifying (i) the amount to be borrowed and (ii) the requested Borrowing Date (which shall be a Business Day during the Revolving Commitment Period). Each borrowing under the Swingline Commitment shall be in an amount equal to $1,000,000 or a whole multiple thereof. Not later than 3:00 P.M., New York City time, on the Borrowing Date specified in a notice in respect of Swingline Loans, the Swingline Lender shall make available to the Borrower an amount in immediately available funds by depositing such proceeds in an account of the Borrower specified in writing to the Swingline Lender on such Borrowing Date.
(b)    The Swingline Lender, at any time and from time to time in its sole and absolute discretion may, on behalf of the Borrower (which hereby irrevocably directs the Swingline Lender to act on its behalf), on one (1) Business Day’s notice given by the Swingline Lender no later than 1:00 P.M., New York City time, request each Lender to make, and each Lender hereby agrees to make, a Revolving Loan, in an amount equal to such Lender’s Revolving Commitment Percentage of the aggregate amount of the Swingline Loans (the “ Refunded Swingline Loans ”) outstanding on the date of such notice, to repay the Swingline Lender. Each Lender shall make the amount of such Revolving Loan available to the Administrative Agent at the Funding Office in immediately available funds, not later than 10:00 A.M., New York City time, one (1) Business Day after the date of such notice. The proceeds of such Revolving Loans shall be immediately made available by the Administrative Agent to the Swingline Lender for application by the Swingline Lender to the repayment of the Refunded Swingline Loans. The Borrower irrevocably authorizes the Swingline Lender to charge the Borrower’s accounts with the Administrative Agent (up to the amount available in each such account) in order to immediately pay the amount of such Refunded Swingline Loans to the extent amounts received from the Lenders are not sufficient to repay in full such Refunded Swingline Loans.
(c)    If prior to the time a Revolving Loan would have otherwise been made pursuant to Section 2.4(b) , if for any reason, as determined by the Swingline Lender in its sole discretion, Revolving Loans may not be made as contemplated by Section 2.4(b) , each Lender shall, on the date such Revolving Loan was to have been made pursuant to the notice referred to in Section 2.4(b) , purchase for cash an undivided participating interest in the then outstanding Swingline Loans by paying to the Swingline Lender an amount (the “ Swingline Participation Amount ”) equal to (i) such Lender’s Revolving Commitment Percentage times (ii) the sum of the aggregate principal amount of Swingline Loans then outstanding that were to have been repaid with such Revolving Loans.
(d)    Whenever, at any time after the Swingline Lender has received from any Lender such Lender’s Swingline Participation Amount, the Swingline Lender receives any payment on account of the Swingline Loans, the Swingline Lender will distribute to such Lender its Swingline Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Lender’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swingline Loans then due); provided , however , that in the event that such payment received by the Swingline Lender is required to be returned, such Lender will return to the Swingline Lender any portion thereof previously distributed to it by the Swingline Lender.
(e)    Each Lender’s obligation to make the Revolving Loans referred to in Section 2.4(b) and to purchase participating interests pursuant to Section 2.4(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Lender or the Borrower may have against the Swingline Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Section 4 , (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or any other Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
(f)    If the Termination Date shall have occurred in respect of any tranche of Revolving Commitments at a time when another tranche or tranches of Revolving Commitments is or are in effect with a longer Termination

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Date, then on the earliest occurring Termination Date all then outstanding Swingline Loans shall be repaid in full on such date (and there shall be no adjustment to the Swingline Participation Amounts as a result of the occurrence of such Termination Date); provided , however , that if on the occurrence of such earliest Termination Date (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in Section 2.5(b) below), there shall exist sufficient unutilized Extended Revolving Commitments so that the respective outstanding Swingline Loans could be incurred pursuant the Extended Revolving Commitments which will remain in effect after the occurrence of such Termination Date, then there shall be an automatic adjustment on such date of the participations in such Swingline Loans and same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Commitments, and such Swingline Loans shall not be so required to be repaid in full on such earliest Termination Date.
2.5.     Letters of Credit .
(a)    Subject to the terms and conditions hereof, the Borrower may request any Fronting Bank, from time to time during the Revolving Commitment Period, to issue, and subject to the terms and conditions contained herein, each Fronting Bank agrees, in reliance on the agreements of the other Lenders set forth in Section 2.5(e) , to issue, for the account of the Borrower, one or more Letters of Credit; provided that (i) no Letter of Credit shall be issued if after giving effect to such issuance, (A) the Letter of Credit Outstandings would exceed the L/C Commitment, (B) the Aggregate Revolving Outstandings would exceed the Total Revolving Commitment, (C) any Lender is at such time a Defaulting Lender, unless the applicable Fronting Bank has received (as set forth in Section 2.5(g) below) Cash Collateral or similar security satisfactory to such Fronting Bank (in its sole discretion) from either such Defaulting Lender or the Borrower, such Defaulting Lender’s Revolving Commitment Percentage of the Letter of Credit Outstandings has been reallocated pursuant to Section 2.5(g) below in respect of such Defaulting Lender’s obligation to fund under Section 2.5(f) or other arrangements have been entered into that are satisfactory to the Borrower and such Fronting Bank (in its sole discretion), or (D) the Letter of Credit Outstandings for any particular Fronting Bank would exceed the Fronting Bank Sublimit of such Fronting Bank and (ii) no Letter of Credit shall be issued if the applicable Fronting Bank shall have received notice from the Administrative Agent or the Required Lenders (and a copy of such notice shall be delivered to the Borrower) that the conditions to such issuance have not been met.
(b)    Each Letter of Credit shall be denominated in Dollars or an Alternative Currency and expire no later than the earlier of (x) the twelve month anniversary of its date of issuance and (y) the date that is five (5) Business Days prior to the Stated Maturity of the Class B Revolving Commitments (unless, not later than five (5) Business Days prior to the such Stated Maturity, the respective Letter of Credit is secured by a “back to back” letter of credit satisfactory to the applicable Fronting Bank in its sole discretion or, if acceptable to the applicable Fronting Bank in its sole discretion, the Borrower Cash Collateralizes such Letter of Credit, in either case in an amount equal to (but not to exceed) 105% of the face amount of such Letter of Credit by depositing (in the case of Cash Collateralization) cash in such amount into the L/C Cash Collateral Account); provided that (i) any Letter of Credit with a one year term may provide for the renewal thereof for additional one year periods (which, in no event, shall extend beyond the date described in the foregoing clause (y) except to the extent otherwise permitted by such clause (y)) and (ii) any Specified Letter of Credit may provide for an initial expiration after the twelve month anniversary of the issuance thereof, so long as such Specified Letter of Credit shall provide for an initial expiration date not later than February 1, 2012; provided , further , that if the Termination Date in respect of any tranche of Revolving Commitments occurs prior to the expiration of any Letter of Credit under such tranche (and the applicable Fronting Bank has consented in its sole discretion to the extension of the expiration of such Letter of Credit in accordance with clause (y) above), then (i) if one or more other tranches of Revolving Commitments in respect of which the Termination Date shall not have occurred are then in effect, such Letters of Credit shall automatically be deemed to have been issued (including for purposes of the obligations of the Lenders to purchase participations therein pursuant to Section 2.5(e) and to make Revolving Loans and payments in respect thereof pursuant to Sections 2.5(d) and (f) ) under (and ratably participated in by Lenders pursuant to) the Revolving Commitments in respect of such non-terminating tranches up to an aggregate amount not to exceed the aggregate principal amount of the unutilized Revolving Commitments thereunder at such time (it being understood that no partial face amount of any Letter of Credit may be so reallocated) and (ii) to the extent not reallocated pursuant to immediately preceding clause (i) and unless provisions satisfactory to the applicable Fronting Bank in its sole discretion for the treatment of such Letter of Credit as a letter of credit under a successor credit facility have been agreed upon, the Borrower shall, on or prior to the Termination Date of such tranche of Revolving Commitments , cause all such Letters of Credit to be replaced and

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returned to the applicable Fronting Bank undrawn and marked “cancelled” or to the extent that the Borrower is unable to so replace and return any Letter(s) of Credit, such Letter(s) of Credit shall be secured by a “back to back” letter of credit satisfactory to the applicable Fronting Bank in its sole discretion, or, if acceptable to the applicable Fronting Bank in its sole discretion, Cash Collateralized in either case in an amount equal to (but not to exceed) 105% of the face amount of such Letter(s) of Credit by the deposit (in the case of Cash Collateralization) by the Borrower of cash in Dollars in such amount into the L/C Cash Collateral Account ; provided that this sentence shall not be applicable to the reallocation of the Letter of Credit participations occurring on the Termination Date of the Class A Revolving Commitments, which shall be governed by clause (h) below . Such cash shall be remitted to the Borrower upon the expiration, cancellation or other termination or satisfaction of all Obligations hereunder. Except to the extent of reallocations of participations pursuant to clause (i) of the second proviso to the first sentence of this Section 2.5(b) or clause (h) below , the occurrence of a Termination Date with respect to a given tranche of Revolving Commitments shall have no effect upon (and shall not diminish) the percentage participations of the Lenders in any Letter of Credit issued before such Termination Date.
(c)    Each Letter of Credit may be subject to the ISP or the UCP and, in any event, shall be subject to, the laws of the state under whose laws each Letter of Credit is issued, as applicable. No Fronting Bank shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause such Fronting Bank or any Lender to exceed any limits imposed by, any applicable Requirement of Law. The Borrower shall pay to the applicable Fronting Bank, in addition to such other fees and charges as are specifically provided for in Section 2.23 , such fees and charges in connection with the issuance, amendment, payment and other processing of the Letters of Credit issued by such Fronting Bank as are customarily imposed by such Fronting Bank from time to time in connection with similar letter of credit transactions.
(d)    If any drawing shall be paid under any Letter of Credit (which shall be pursuant to a sight drawing), the applicable Fronting Bank shall promptly notify the Borrower of the date and amount thereof. Drawings paid under each Letter of Credit shall be reimbursed by the Borrower not later than the date that is two Business Days following the date that the Borrower receives notice from the Fronting Bank that such the drawing has been paid in immediately available funds in an amount equal to (i) if such drawing shall be paid in Dollars, the amount so paid or (ii) at the Borrower’s option, if such drawing shall be paid in an Alternative Currency, the amount thereof in such Alternative Currency or the Dollar Equivalent thereof using the Exchange Rate at the time such drawing is so paid, on the date that the drawing is paid and shall bear interest from the date the drawing is paid until the drawing is reimbursed in full at a rate per annum equal to the Base Rate plus Applicable Margin for Revolving Loans; it being understood that no interest shall accrue to the extent the applicable Fronting Bank receives payment prior to 2:00 p.m., New York City time, on the date the drawing is paid. The Borrower shall effect such reimbursement (x) if such draw occurs prior to the Termination Date in respect of the tranche or tranches of Revolving Commitments pursuant to which such Letter of Credit was issued (or deemed issued), in cash or through a Borrowing of Base Rate Loans without the satisfaction of the conditions precedent set forth in Section 4.2 and which Borrowing shall be effected without the need for a request therefor from the Borrower or (y) if such draw occurs on or after the Termination Date in respect of the tranche or tranches of Revolving Commitments pursuant to which such Letter of Credit was issued (or deemed issued), in cash; provided that to the extent that the respective Letter of Credit is participated in by Lenders whose Revolving Commitments have terminated because of the occurrence of a Termination Date with respect thereto, then the amount so participated shall in any event be paid by the Borrower in cash; provided further that with respect to drawings under Letters of Credit that individually or in the aggregate exceed $100,000,000 in aggregate principal amount, the Borrower may not effect the reimbursement of such drawings through a Borrowing of Base Rate Loans unless the Borrower can satisfy the conditions precedent set forth in Section 4.2 at the time of, and after giving effect to, such Borrowing and which Borrowing shall be effected without the need for a request therefor from the Borrower. Subject to the second proviso in the preceding sentence, each Lender agrees to make the Loans described in clause (x) of the preceding sentence notwithstanding a failure to satisfy the conditions precedent set forth in Section 4.2 .
(e)    Immediately upon the issuance of any Letter of Credit by any Fronting Bank, such Fronting Bank shall be deemed to have sold to each Lender other than such Fronting Bank, and each such other Lender shall be deemed unconditionally and irrevocably to have purchased from such Fronting Bank, without recourse or warranty, an undivided interest and participation, to the extent of such Lender’s Revolving Commitment Percentage, in such Letter of Credit, each drawing thereunder and the obligations of the Loan Parties under this Agreement with respect thereto. Upon any change in the Revolving Commitments pursuant to Section 9.6 , it is hereby agreed that with

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respect to all Letter of Credit Outstandings, there shall be an automatic adjustment to the participations hereby created to reflect the new Revolving Commitment Percentages of the assigning and assignee Lenders. Any action taken or omitted by any Fronting Bank under or in connection with a Letter of Credit, if taken or omitted in the absence of gross negligence or willful misconduct as determined in a final and non-appealable decision of a court of competent jurisdiction, shall not create for such Fronting Bank any resulting liability to any other Lender.
(f)    In the event that any Fronting Bank makes any payment under any Letter of Credit and the Borrower shall not have reimbursed such amount in full to such Fronting Bank pursuant to Section 2.5(d) , such Fronting Bank shall promptly notify the Administrative Agent, and the Administrative Agent shall promptly notify each Lender of such failure, and each Lender shall promptly and unconditionally pay to the applicable Fronting Bank the amount of such Lender’s Revolving Commitment Percentage of (i) the amount of such payment, or any part thereof, that is paid in Dollars and is not so reimbursed or (ii) the Dollar Equivalent, using the Exchange Rate at the time such draft is paid, of the amount of such draft, or any part thereof, that is paid in an Alternative Currency and is not so reimbursed. If the applicable Fronting Bank so notifies the Administrative Agent, and the Administrative Agent so notifies the Lenders prior to 11:00 A.M., New York City time, on any Business Day where reimbursement is required pursuant to Section 2.5(d) , each Lender shall make available to such Fronting Bank such Lender’s Revolving Commitment Percentage of the amount of such payment on such Business Day in same day funds and if such notice is received after such time period, each Lender shall make such payment on the next succeeding Business Day in same day funds (with interest at the rate provided in the following sentence from the date such Fronting Bank makes such payment until the date such Fronting Bank is paid). If and to the extent any such Lender shall not have so made its Revolving Commitment Percentage of the amount of such payment available to such Fronting Bank, such Lender agrees to pay to such Fronting Bank, forthwith on demand such amount, together with interest thereon, for each day from such date until the date such amount is paid to the applicable Fronting Bank at a rate equal to the effective rate for overnight funds in New York as reported by the Federal Reserve Bank of New York for such day (or, if such day is not a Business Day, the next preceding Business Day). The failure of any Lender to make available to any Fronting Bank its Revolving Commitment Percentage of any payment under any Letter of Credit shall not relieve any other Lender of its obligation hereunder to make available to any Fronting Bank its Revolving Commitment Percentage of any payment under any Letter of Credit on the date required, as specified above, but no Lender shall be responsible for the failure of any other Lender to make available to any Fronting Bank such other Lender’s Revolving Commitment Percentage of any such payment. Whenever any Fronting Bank receives a payment of a reimbursement obligation as to which it has received any payments from the Lenders pursuant to this paragraph, such Fronting Bank shall pay to each Lender which has paid its Revolving Commitment Percentage thereof, in same day funds, an amount equal to such Lender’s Revolving Commitment Percentage thereof.
(g)    In the case where any Lender is at any time a Defaulting Lender, the Defaulting Lender’s Revolving Commitment Percentage of the Letter of Credit Outstandings will be reallocated among all Lenders that are not Defaulting Lenders (pro rata in accordance with their respective Revolving Commitment Percentage) but only to the extent the Aggregate Revolving Outstandings of all Lenders that are not Defaulting Lenders plus such Defaulting Lender’s Revolving Commitment Percentage of the Letter of Credit Outstandings and any Swingline Loans, in each case, except to the extent Cash Collateralized, does not exceed the Total Revolving Commitments (excluding the Revolving Commitment of any Defaulting Lender) (in which case the Revolving Commitments of all Defaulting Lenders shall be deemed to be zero (except to the extent Cash Collateral has been posted by such Defaulting Lender in respect of any portion of such Defaulting Lender’s Letter of Credit Outstandings or participations in Swingline Loans) for purposes of any determination of the Lenders’ respective Revolving Commitment Percentage of Letter of Credit Outstandings (including for purposes of all fee calculations hereunder)); provided , to the extent that if such reallocation cannot be made as provided above, the Borrower and such Defaulting Lender, on a joint and several basis, hereby agree, within two Business Days following written notice by the Administrative Agent, to cause to be deposited with the applicable Fronting Bank, Cash Collateral in the full amount of such Defaulting Lender’s Revolving Commitment Percentage of the outstanding Letter of Credit Outstandings. The Borrower and such Defaulting Lender hereby grant to the Administrative Agent, for the benefit of the applicable Fronting Bank and the other holders of First Lien Debt (to the extent required by the Collateral Agency and Intercreditor Agreement and/or the Guarantee and Collateral Agreement), a security interest in any Cash Collateral and all proceeds of the foregoing with respect to such Defaulting Lender’s participations in Letters of Credit deposited hereunder. Such Cash Collateral shall be maintained in cash in Dollars in blocked deposit accounts at the applicable Fronting Bank. If at any time the Administrative Agent determines that any funds held as Cash Collateral under this Section 2.5(g) are subject to any right or claim of any Person other than the Administrative

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Agent for the benefit of the applicable Fronting Bank (other than the claims of any other holder of First Lien Debt as may be required by the Collateral Agency and Intercreditor Agreement) or that the total amount of such funds is less than such Defaulting Lender’s Revolving Commitment Percentage of all Letter of Credit Outstandings that has not been reallocated as provided above, the Administrative Agent will so notify each applicable Fronting Bank and the Borrower and/or such Defaulting Lender will, promptly upon demand by the Administrative Agent (either on its own initiative or at the request of the applicable Fronting Bank), pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (I) such Defaulting Lender’s Revolving Commitment Percentage of all Letter of Credit Outstandings that have not been so reallocated over (II) the total amount of funds, if any, then held as Cash Collateral in respect thereof under this Section 2.5(g) that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under applicable laws, to reimburse the applicable Fronting Bank. If the Lender that triggers the Cash Collateral requirement under this Section 2.5(g) ceases to be a Defaulting Lender (as determined by the applicable Fronting Bank in good faith), or if there are no Letter of Credit Outstandings, any funds held as Cash Collateral pursuant to the foregoing provisions shall thereafter be returned to the Borrower or the Defaulting Lender, whichever provided the funds for the Cash Collateral, and the Revolving Commitments of the Letter of Credit Outstandings of each Lender shall thereafter take into account such Lender’s Revolving Commitment. Notwithstanding the foregoing, the Borrower shall not be required to Cash Collateralize any such Defaulting Lender’s Revolving Commitment Percentage to the extent the respective Lien is not permitted by the terms of any First Lien Debt (but in such case, the Borrower shall as promptly as practicable cause a sufficient amount of Letters of Credit to be returned to the applicable Fronting Bank undrawn and marked “cancelled” to permit such reallocation to occur up to the full amount of such Defaulting Lender’s Revolving Commitment Percentage in the remaining outstanding Letters of Credit issued by such Fronting Bank or enter into other such arrangements that may be satisfactory to the Borrower and the applicable Fronting Bank in its sole discretion at such time).
(h)      On the Amendment No. 3 Effective Date, the participations in any outstanding Letters of Credit shall be reallocated so that, after giving effect thereto, the Class A Lenders and the Class B Lenders shall share ratably in the Letter of Credit Outstandings in accordance with their respective pro rata shares of the Total Revolving Commitments (including both the Class A Revolving Commitments and the Class B Revolving Commitments from time to time in effect). Thereafter, until the Termination Date with respect to the Class A Revolving Commitments, the participations in any new Letters of Credit shall be allocated ratably in accordance with the Lenders’ respective pro rata shares of the Total Revolving Commitments. On the Termination Date with respect to the Class A Revolving Commitments, the participations in the outstanding Letters of Credit of the Class A Lenders shall be reallocated to the Class B Lenders ratably in accordance with their pro rata share of the Class B Revolving Commitments but in any case, only to the extent the sum of the participations in the outstanding Letters of Credit of the Class A Lenders and Class B Lenders does not exceed the lesser of the L/C Commitment and the total unutilized Class B Revolving Commitments at such time. If the reallocation described in this clause (h) cannot, or can only partially, be effected as a result of the limitations set forth herein, the Borrower shall Cash Collateralize the portion of any such Letter of Credit that has not been so reallocated in accordance with clause (ii) of the second proviso of Section 2.5(b).
2.6.     Issuance of Letters of Credit . The Borrower may from time to time request that the applicable Fronting Bank issue or amend a Letter of Credit by delivering to the Fronting Bank and the Administrative Agent a request substantially in the form of Exhibit D attached hereto (a “ Letter of Credit Request ”) and such other certificates, documents and other papers and information as the applicable Fronting Bank may reasonably request. Upon receipt of a Letter of Credit Request, the applicable Fronting Bank agrees to promptly process each such request and the certificates, documents, L/C Application and other papers and information delivered to it therewith in accordance with its customary procedures and shall issue the Letter of Credit requested thereby (but in no event shall any Fronting Bank be required to issue any Letter of Credit earlier than two (2) Business Days after its receipt of the Letter of Credit Request therefor and all such other certificates, documents, L/C Application and other papers and information relating thereto and unless such terms and conditions of the requested Letter of Credit are commercially customary) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be agreed to by the applicable Fronting Bank and the Borrower. In the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of any such Letter of Credit Request, L/C Application, and any other certificates, documents and other papers and information as may be delivered in connection therewith, the terms and conditions of this Agreement shall govern and prevail. Promptly after the issuance or amendment of a Letter of

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Credit, the applicable Fronting Bank shall notify the Borrower and the Administrative Agent, in writing, of such issuance or amendment and such notice shall be accompanied by a copy of such Letter of Credit or amendment. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender, in writing, of such Letter of Credit or amendment and if so requested by a Lender, the Administrative Agent shall furnish such Lender with a copy of such Letter of Credit or amendment.
2.7.     Nature of Letter of Credit Obligations Absolute . The Borrower’s obligations in respect of the Letter of Credit Outstandings shall be unconditional and irrevocable and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including without limitation: (i) any lack of validity or enforceability of any Letter of Credit; (ii) the existence of any claim, set-off, defense or other right which the Borrower may have at any time against a beneficiary of any Letter of Credit or against any of the Lenders, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction; (iii) any draft, demand, certificate or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) payment by any Fronting Bank of any Letter of Credit against presentation of a demand, draft or certificate or other document which does not comply with the terms of the Letter of Credit, except payment resulting from the gross negligence or willful misconduct, as determined in a final and nonappealable decision of a court of competent jurisdiction, of the Fronting Bank; or (v) the fact that any Default or Event of Default shall have occurred and be continuing.
2.8.     Repayment of Loans; Evidence of Debt .
(a)    The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Class A Lender the then unpaid principal amount of each Class A Revolving Loan of such Class A Lender on the Original Termination Date of the Class A Revolving Commitments (or on the respective Termination Date following any Extension of Revolving Loan Commitments with respect to any Class A Revolving Commitments pursuant to Section 2.27). The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Class B Lender the then unpaid principal amount of each Class B Revolving Loan of such Class B Lender on the Termination Date of the Class B Revolving Commitments (or on the respective Termination Date following any Extension of Revolving Commitments with respect to any Class B Revolving Commitments pursuant to Section 2.27 ). The Borrower hereby further agrees to pay interest on the unpaid principal amount of the Loans from time to time outstanding from the date hereof until payment in full thereof at the rates per annum, and on the dates, set forth in Section 2.9 .
(b)    Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing Indebtedness of the Borrower to such Lender resulting from each Loan of such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.
(c)    The Administrative Agent shall, in respect of the Revolving Facility Facilities , record in the Register, with separate sub-accounts for each Lender, (i) the amount and Borrowing Date of each Loan made hereunder, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) both the amount of any payment received by the Administrative Agent hereunder from the Borrower and each Lender’s Revolving Commitment Percentage thereof.
(d)    The entries made in the Register and the accounts of each Lender maintained pursuant to Sections 2.8(b) and (c) shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded absent manifest error; provided , however , that the failure of any Lender or the Administrative Agent to maintain the Register or any such account, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement.
(e)    If so requested after the Closing Date by any Lender by written notice to the Borrower (with a copy to the Administrative Agent), the Borrower will execute and deliver to such Lender, promptly after the Borrower’s receipt of such notice, a Note to evidence such Lender’s Loans in form and substance reasonably satisfactory to the Administrative Agent and the Borrower.

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2.9.     Interest Rates and Payment Dates .
(a)    Each Eurodollar Loan shall bear interest for each day during each Interest Period with respect thereto at a rate per annum equal to the Eurodollar Rate determined for such Interest Period plus the Applicable Margin as in effect from time to time during such Interest Period.
(b)    Each Base Rate Loan shall bear interest at a rate per annum equal to the Base Rate from time to time plus the Applicable Margin as in effect from time to time.
(c)    Notwithstanding the foregoing, upon the occurrence and during the continuance of an Event of Default under Section 7(a) or 7(f) , at any time after the date on which any principal amount of any Loan is due and payable (whether on the maturity date therefor, upon acceleration or otherwise), or after any other monetary Obligation of the Borrower or any other Loan Party shall have become due and payable, and, in each case, for so long as such overdue Obligation remains unpaid, the Borrower shall pay, but only to the extent permitted by law, interest (after as well as before judgment) on such unpaid overdue amounts at a rate per annum equal to (a) in the case of overdue principal on any Loan, the rate of interest that otherwise would be applicable to such Loan plus 2% per annum and (b) in the case of overdue interest, fees, and other monetary Obligations, the rate then applicable to Base Rate Loans plus 2% per annum.
(d)    Interest shall be payable in arrears on each Interest Payment Date; provided that interest accruing pursuant to paragraph (c) of this Section shall be payable from time to time on demand.
(e)    The provisions of this Section 2.9 (and the interest rates applicable to various extensions of credit hereunder) shall be subject to modification as expressly provided in Section 2.27 hereof.
2.10.     Computation of Interest and Fees .
(a)    Interest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, except that, with respect to Base Rate Loans, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the Base Rate or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes effective. The Administrative Agent shall as soon as practicable notify the Borrower and the Lenders of the effective date and the amount of each such change in interest rate.
(b)    Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the quotations used by the Administrative Agent in determining any interest rate hereunder.
2.11.     Inability to Determine Interest Rate . If prior to the first day of any Interest Period:
(i)    the Administrative Agent shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, or
(ii)    the Administrative Agent shall have received notice from the Required Lenders that the Eurodollar Rate determined or to be determined for such Interest Period in good faith by such Required Lenders will not adequately and fairly reflect the cost to such Lenders (as conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period,
the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given (x) any Eurodollar Loans hereunder requested to be made on the first day of such Interest Period shall be made as Base Rate Loans, (y) any Loans hereunder that were to have

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been converted on the first day of such Interest Period to Eurodollar Loans shall be continued as Base Rate Loans and (z) any outstanding Eurodollar Loans hereunder shall be converted, on the last day of the then-current Interest Period, to Base Rate Loans; provided that if the circumstances giving rise to such notice shall cease or otherwise become inapplicable to such Required Lenders, then such Required Lenders shall promptly give notice of such change in circumstances to the Administrative Agent and the Borrower. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar Loans hereunder shall be made or continued as such, nor shall the Borrower have the right to convert Loans hereunder to Eurodollar Loans.
2.12.     Optional Termination or Reduction of Revolving Commitment . Upon not less than three (3) Business Days’ prior written notice to the Administrative Agent, the Borrower may at any time, without premium or penalty, in whole permanently terminate, or from time to time in part permanently reduce, the Total Class A Revolving Commitments; provided that no such termination or reduction of the Total Class A Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Class A Revolving Loans, the Aggregate Class A Revolving Outstandings at such time would exceed the Total Revolving Commitments aggregate amount of Class A Revolving Commitments outstanding. Upon not less than three (3) Business Days’ prior written notice to the Administrative Agent, the Borrower may at any time, without premium or penalty, in whole permanently terminate, or from time to time in part permanently reduce, the Class B Revolving Commitments; provided that no such termination or reduction of the Class B Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Class B Revolving Loans, the Class B Revolving Outstandings at such time would exceed the aggregate amount of Class B Revolving Commitments outstanding . Each such partial reduction of the Total Revolving Commitments shall be in the principal amount of $1,000,000 or a whole multiple thereof. Simultaneously with any termination or reduction of the Total Revolving Commitments of any tranche , the Borrower shall pay to the Administrative Agent for the account of each Lender of such tranche the Commitment Fee accrued on the amount of the Revolving Commitments of such tranche of such Lender so terminated or reduced through the date thereof. Any reduction of the Total Revolving Commitment of any tranche pursuant to this Section 2.12 shall be applied pro rata in accordance with each Lender’s Tranche Revolving Commitment Percentage to reduce the Revolving Commitment of each such Lender under such tranche of Revolving Commitments; provided that any such reduction made prior to the Stated Maturity applicable to the Class A Revolving Commitments shall be applied pro rata among the Class A Revolving Commitments and the Class B Revolving Commitments . A notice of termination of the Total Revolving Commitments pursuant to this Section 2.12 , delivered by the Borrower contemporaneously with a notice of prepayment of all outstanding Loans pursuant to Section 2.13 , may state that such notice is conditioned upon the effectiveness of other credit facilities the proceeds of which will be used to refinance in full this Agreement, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
2.13.     Optional Prepayment of Loans . Subject to the provisos below, the Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent prior to 10:00 A.M., New York City time on the same Business Day, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or Base Rate Loans; provided that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.20 . Upon receipt of any such notice of prepayment the Administrative Agent shall notify each relevant Lender thereof on the date of receipt of such notice. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of prepayments of Swingline Loans and Revolving Loans maintained as Base Rate Loans, unless the Total Revolving Commitments have terminated or are being terminated substantially concurrently therewith) accrued interest to such date on the amount prepaid. Partial prepayments shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the then outstanding principal amount of Revolving Loans); provided that partial prepayments of Swingline Loans shall be in an aggregate principal amount of $500,000 or a whole multiple thereof (or, if less, the then outstanding principal amount of Swingline Loans). The application of any prepayment pursuant to this Section 2.13 shall be made, first, to Base Rate Loans of the respective Lenders (and of the respective tranche, if there are multiple tranches) and, second, to Eurodollar Loans of the respective Lenders (and of the respective tranche, if there are multiple tranches) ; provided, however, prior to the Stated Maturity of the Class A Revolving Commitments, prepayments of any Revolving Loans of any Type shall be made ratably among the Class A Revolving Loans of such Type outstanding and the Class B Revolving Loans of such Type outstanding . A notice of prepayment of all outstanding Loans pursuant to this Section 2.13 , delivered by the Borrower

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contemporaneously with a notice of termination of the Total Revolving Commitments pursuant to Section 2.12 , may state that such notice is conditioned upon the effectiveness of other credit facilities the proceeds of which will be used to refinance in full this Agreement, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
2.14.     Mandatory Prepayment . Upon the Original Termination Date of any tranche of Revolving Commtiments , the Total Revolving Commitments Commitment in respect of such tranche (other than the any Extended Revolving Commitment) shall automatically terminate in full and the Borrower shall pay the Loans of the Lenders of such tranche (other than the Revolving Loans outstanding with respect to an Extended Revolving Commitment) in full (including all accrued and unpaid interest thereon, Fees and other Obligations in respect thereof). On the Termination Date applicable thereto, the relevant Extended Revolving Commitments, except as extended pursuant to another Extension, shall automatically terminate in full and the Borrower shall pay the Revolving Loans outstanding with respect to such Extended Revolving Commitments in full (including all accrued and unpaid interest thereon, Fees and other Obligations in respect thereof).
2.15.     Conversion and Continuation Options .
(a)    The Borrower may elect from time to time to convert Eurodollar Loans to Base Rate Loans by giving the Administrative Agent prior irrevocable notice, in substantially the form attached hereto as Exhibit F, of such election no later than 12:00 Noon, New York City time, on the Business Day preceding the proposed conversion date, provided that any such conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect from time to time to convert Base Rate Loans to Eurodollar Loans by giving the Administrative Agent prior irrevocable notice of such election no later than 12:00 Noon, New York City time, on the third (3rd) Business Day preceding the proposed conversion date (which notice shall specify the length of the initial Interest Period therefor), provided that no Base Rate Loan may be converted into a Eurodollar Loan when any Event of Default has occurred and is continuing and the Administrative Agent or the Required Lenders have determined in its or their sole discretion not to permit such conversions. Upon receipt of any such notice, the Administrative Agent shall promptly notify each relevant Lender thereof.
(b)    Any Eurodollar Loan may be continued as such upon the expiration of the then current Interest Period with respect thereto by the Borrower giving irrevocable notice to the Administrative Agent, in substantially the form attached hereto as Exhibit F , in accordance with the applicable provisions of the term “Interest Period” set forth in Section 1.1 , of the length of the next Interest Period to be applicable to such Loans, provided that no Eurodollar Loan may be continued as such when any Event of Default has occurred and is continuing and the Administrative Agent has or the Required Lenders have determined in its or their sole discretion not to permit such continuations, and provided , further , that if the Borrower shall fail to give any required notice as described above in this paragraph or if such continuation is not permitted pursuant to the preceding proviso such Eurodollar Loans shall be automatically converted to Base Rate Loans on the last day of such then expiring Interest Period. Upon receipt of any such notice, the Administrative Agent shall promptly notify each relevant Lender thereof.
2.16.     Limitations on Eurodollar Tranches . Notwithstanding anything to the contrary in this Agreement, all borrowings, conversions and continuations of Eurodollar Loans and all selections of Interest Periods shall be in such amounts and be made pursuant to such elections so that, (a) after giving effect thereto, the aggregate principal amount of the Eurodollar Loans comprising each Eurodollar Tranche shall be equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (b) no more than ten different Interest Periods for any tranche of Revolving Commitments shall be outstanding at any one time (unless a greater number of Interest Periods is permitted by the Administrative Agent).
2.17.     Pro Rata Treatment, etc .
(a)    Except as otherwise provided herein (including Sections 2.1, 2.12, 2.13, 2.25 and 2.27 ), each borrowing by the Borrower from the Lenders hereunder, each payment by the Borrower on account of any commitment fee and any reduction of the Revolving Commitments of the Lenders shall be made pro rata according to the Revolving Commitment Percentages of the relevant Lenders.

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(b)    Each payment (including each prepayment) by the Borrower on account of principal or interest on the Revolving Loans shall be made pro rata according to the respective outstanding principal amounts of the Revolving Loans then held by the Lenders; provided that (x) Incremental Revolving Loans and Extended Revolving Commitments (and outstanding extensions of credit pursuant thereto) may have higher pricing applicable thereto as provided in Section 2.25 or 2.27 , as applicable, and (y) payments may be applied to the respective tranches of Revolving Loan Commitments (and related outstanding extensions of credit) as contemplated by Section 2.25 or 2.27 , as applicable.
(c)    All payments by the Borrower hereunder and under the Notes shall be made in Dollars in immediately available funds at the Funding Office of the Administrative Agent by 2:00 P.M., New York City time, on the date on which such payment shall be due, provided that if any payment hereunder would become due and payable on a day other than a Business Day such payment shall become due and payable on the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. Interest in respect of any Loan hereunder shall accrue from and including the date of such Loan to but excluding the date on which such Loan is paid in full.
(d)    Unless the Administrative Agent shall have been notified in writing by any Lender prior to a Borrowing that such Lender will not make the amount that would constitute its share of such borrowing available to the Administrative Agent, the Administrative Agent may assume that such Lender is making such amount available to the Administrative Agent and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If such amount is not made available to the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent on demand, such amount with interest thereon, at a rate equal to the greater of (i) the Federal Funds Effective Rate and (ii) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, for the period until such Lender makes such amount immediately available to the Administrative Agent. A certificate of the Administrative Agent submitted to any Lender with respect to any amounts owing under this paragraph shall be conclusive in the absence of manifest error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three (3) Business Days after such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon at the rate per annum applicable to Base Rate Loans under the Revolving Facility Facilities , on demand, from the Borrower, such recovery to be without prejudice to the rights of the Borrower against any such Lender.
(e)    Unless the Administrative Agent shall have been notified in writing by the Borrower prior to the date of any payment due to be made by the Borrower hereunder that the Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that the Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption, make available to the Lenders their respective pro rata shares of a corresponding amount. If such payment is not made to the Administrative Agent by the Borrower within three (3) Business Days after such due date, the Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit the rights of the Administrative Agent or any Lender against the Borrower.
(f)    Notwithstanding anything to the contrary contained in this Section 2.17 or elsewhere in this Agreement, the Borrower may extend the final maturity of Revolving Commitments of any tranche in connection with an Extension that is permitted under Section 2.27 without being obligated to effect such extensions on a pro rata basis among the Lenders. Furthermore, the Borrower may take all actions contemplated by Section 2.27 in connection with any Extension (including modifying pricing and repayments or prepayments), and in each case such actions shall be permitted, and the differing payments contemplated therein shall be permitted without giving rise to any violation of this Section 2.17 or any other provision of this Agreement.
2.18.     Requirements of Law .
(a)    If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Fronting Bank or any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority, in each case, made subsequent to the Closing Date (including, but not

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limited to, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III):
(i)    shall subject any Fronting Bank or any Lender to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any L/C Application or any Eurodollar Loan made by it (except for Non-Excluded Taxes or Other Taxes covered by Section 2.19 and the imposition of, or change in the rate of, any Excluded Taxes payable by such Lender or such Fronting Bank);
(ii)    shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender that is not otherwise included in the determination of the Eurodollar Rate; or
(iii)    shall impose on any Fronting Bank or such Lender any other condition;
and the result of any of the foregoing is to increase the cost to any Fronting Bank or such Lender, by an amount that such Fronting Bank or such Lender deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or issuing or participating in Letters of Credit or Swingline Loans, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Fronting Bank or such Lender, upon its demand, any additional amounts necessary to compensate such Fronting Bank or such Lender for such increased cost or reduced amount receivable. If any Fronting Bank or any Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled.
(b)    If any Fronting Bank or any Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Fronting Bank or such Lender or any corporation controlling such Fronting Bank or such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the Closing Date shall have the effect of reducing the rate of return on such Fronting Bank’s or such Lender’s or such corporation’s capital as a consequence of its obligations hereunder or under or in respect of any Letter of Credit to a level below that which such Fronting Bank or such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Fronting Bank’s or such Lender’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by such Fronting Bank or such Lender to be material, then from time to time, after submission by such Fronting Bank or such Lender to the Borrower (with a copy to the Administrative Agent) of a written request therefor, the Borrower shall pay to such Fronting Bank or such Lender such additional amount or amounts as will compensate such Fronting Bank or such Lender or such corporation for such reduction.
(c)    A certificate as to any additional amounts payable pursuant to this Section submitted by any Fronting Bank or any Lender to the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. Notwithstanding anything to the contrary in this Section 2.18 , the Borrower shall not be required to compensate any Fronting Bank or any Lender pursuant to this Section 2.18 for any amounts incurred more than 180 days prior to the date that such Lender notifies the Borrower of such Fronting Bank’s or such Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such 180 days period shall be extended to include the period of such retroactive effect. The obligations of the Borrower pursuant to this Section 2.18 shall survive the termination of this Agreement, the expiration of the Letters of Credit and the payment of the Loans and all other amounts payable hereunder.
2.19.     Taxes .
(a)     Unless required by applicable law (as determined in the good faith by the applicable withholding agent), any and all payments by or on account of any obligation of any Loan Party hereunder or under any other

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Loan Document shall be made free and clear of, and without deduction or withholding for or on account of, any Taxes, excluding (i) Taxes imposed on or measured by such Loan Party’s overall net income (however denominated), gross receipt Taxes (imposed in lieu of net income Taxes) and franchise Taxes (imposed in lieu of net income Taxes) imposed on the Administrative Agent, any Fronting Bank or any Lender as a result of such recipient (A) being organized or having its principal office in such jurisdiction, or in the case of any Lender, in having its applicable lending office in such jurisdiction, or (B) having a present or former connection with such jurisdiction (other than any such connection arising solely from the Administrative Agent, such Fronting Bank or such Lender having executed, delivered, become a party to, or performed its obligations or received a payment under, or enforced, and/or engaged in any activities contemplated with respect to this Agreement or any other Loan Document); (ii) any Taxes in the nature of the branch profits tax within the meaning of Section 884 of the Code imposed by any jurisdiction described in clause (a) above; (iii) other than in the case of an assignee pursuant to a request by the Borrower under Section 2.26 hereof, any U.S. federal withholding tax (A) except to the extent such withholding tax results from a change in a Requirement of Law after the recipient became a party hereto or (B) except to the extent that such recipient's assignor (if any) was entitled immediately prior to such assignment to receive additional amounts from any Loan Party with respect to such withholding tax pursuant to this Section 2.19(a); (iv) any withholding tax that is attributable to such Person’s failure to comply with Sections 2.19(e) hereof; and (v) any United States federal withholding Taxes imposed pursuant to FATCA. If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings (“ Non-Excluded Taxes ”) or Other Taxes are required by law to be withheld by the applicable withholding agent from any amounts payable to the Administrative Agent, any Fronting Bank or any Lender hereunder, or under any other Loan Document: (x) the amounts so payable to the Administrative Agent, such Fronting Bank or such Lender shall be increased to the extent necessary so that after all required deductions (including deductions applicable to additional sums payable under this Section 2.19) have been made, such payments by the applicable Loan Party yield to the Administrative Agent, such Fronting Bank or such Lender (after payment of all Non-Excluded Taxes and Other Taxes) interest or any such other amounts payable hereunder (or under any other Loan Document) at the rates or in the amounts specified in this Agreement, (y) the applicable withholding agent shall make such deductions, and (z) the applicable withholding agent shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

Notwithstanding anything to the contrary contained in this Section 2.19(a) or Section 2.19(b), unless the Administrative Agent, any Fronting Bank or a Lender gives notice to the applicable Loan Party that it is obligated to pay an amount under Section 2.19(a) or Section 2.19(b) within 180 days of the later of (x) the date the applicable party incurs the Taxes or (y) the date the applicable party has knowledge of its incurrence of the Taxes, then such party shall only be entitled to be compensated for such amount by the applicable Loan Party pursuant to Section 2.19(a) or Section 2.19(b) to the extent the Taxes are incurred or suffered on or after the date which occurs 180 days prior to such party giving notice to the applicable Loan Party that it is obligated to pay the respective amounts pursuant to Section 2.19(a) or Section 2,19(b), but if the circumstances giving rise to such claim have a retroactive effect (e.g., in connection with the audit of a prior tax year), then such 180 day period shall be extended to include such period of retroactive effect.
(b)    In addition, the relevant Loan Party shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.
(c)    Whenever any Non-Excluded Taxes or Other Taxes are payable by a Loan Party, as promptly as possible thereafter such Loan Party shall send to the Administrative Agent for its own account or for the account of the applicable Fronting Bank or the relevant Lender, as the case may be, a certified copy of an original official receipt received, if any, by the Borrower or other documentary evidence showing payment thereof.
(d)    The Borrower shall indemnify the Administrative Agent, the Fronting Banks and the Lenders (within 30 days after demand therefor) for the full amount of any Non-Excluded Taxes or Other Taxes (including Non-Excluded Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.19), and for any interest, penalties and reasonable expenses arising therefrom or with respect thereto, that may become payable by the Administrative Agent, any Fronting Bank or any Lender, whether or not such Non-Excluded Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Borrower shall not be obligated to indemnify the Administrative Agent, any Fronting Bank or any Lender for any penalties, interest or expenses relating to Non-Excluded Taxes or Other Taxes to the extent that such penalties, interest or expenses are found by a final and nonappealable decision of a court of competent jurisdiction to

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have resulted from such party’s gross negligence or willful misconduct. A certificate as to the amount of such payment or liability delivered to the Borrower by a Fronting Bank or a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Fronting Bank or a Lender, shall be conclusive absent manifest error.
(e)    Each Lender shall, at such times as are reasonably requested by the Borrower or the Administrative Agent, provide the Borrower and the Administrative Agent with any documentation prescribed by law, or reasonably requested by the Borrower or the Administrative Agent, certifying as to any entitlement of such Lender to an exemption from, or reduction in, any withholding Tax with respect to any payments to be made to such Lender under the Loan Documents. Each such Lender shall, whenever a lapse in time or change in circumstances renders such documentation expired, obsolete or inaccurate in any material respect, deliver promptly to the Borrower and the Administrative Agent updated or other appropriate documentation (including any new documentation reasonably requested by the applicable withholding agent) or promptly notify the Borrower and the Administrative Agent of its inability to do so. Unless the applicable withholding agent has received forms or other documents satisfactory to it indicating that payments under any Loan Document to or for a Lender are not subject to withholding tax or are subject to such Tax at a rate reduced by an applicable tax treaty, the Borrower, Administrative Agent or other applicable withholding agent shall withhold amounts required to be withheld by applicable law from such payments at the applicable statutory rate.
Without limiting the generality of the foregoing:
(i)    Each Lender that is a “United States person” (as defined in Section 7701(a)(30) of the Code) shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement two properly completed and duly signed original copies of Internal Revenue Service Form W-9 (or any successor form) certifying that such Lender is exempt from U.S. federal backup withholding.
(ii)    Each Lender that is not a “United States person” (as defined in Section 7701(a)(30) of the Code) shall deliver to the Borrower and the Administrative Agent on or before the date on which it becomes a party to this Agreement (and from time to time thereafter when required by law or upon the reasonable request of the Borrower or the Administrative Agent) whichever of the following is applicable:
(A)    two duly completed copies of Internal Revenue Service Form W-8BEN (or any successor forms) claiming eligibility for benefits of an income tax treaty to which the United States of America is a party,
(B)    two duly completed copies of Internal Revenue Service Form W-8ECI (or any successor forms),
(C)    in the case of a Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate, in substantially the form of Exhibit E (any such certificate a “United States Tax Compliance Certificate”), or any other form approved by the Administrative Agent, to the effect that such Lender is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code, and that no payments in connection with the Loan Documents are effectively connected with such Lender’s conduct of a U.S. trade or business and (y) two duly completed copies of Internal Revenue Service Form W-8BEN (or any successor forms),
(D)    to the extent a Lender is not the beneficial owner (for example, where the Lender is a partnership, or is a Lender that has granted a participation), Internal Revenue Service Form W-8IMY (or any successor forms) of the Lender, accompanied by a Form W-8ECI, W-8BEN, United States Tax Compliance Certificate, Form W-9, Form W-8IMY (or other successor forms) or any other required information from each beneficial owner, as applicable (provided that, if the Lender is a partnership (and not a participating Lender)

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and one or more beneficial owners are claiming the portfolio interest exemption, the United States Tax Compliance Certificate shall be provided by such Lender on behalf of such beneficial owner(s)),
(E)    in the case of any payment made after December 31, 2012 under any Loan Document, or in respect of any Loan, Note or Obligation that was not treated as outstanding for purposes of FATCA on March 18, 2012, provide any forms, documentation, or other information as shall be prescribed by the Internal Revenue Service (and such additional documentation as may be reasonably requested by the Borrower or the Administrative Agent) to (X) demonstrate that such Lender has complied with the applicable reporting requirements of FATCA (including, without limitation, those contained in Sections 1471(b) or 1472(b) of the Code, as applicable), so that such payments made to such Lender hereunder or under any Loan Document would not be subject to U.S. federal withholding taxes imposed by FATCA or (Y) to determine the amount to deduct and withhold from such payment, or

(F)    any other form prescribed by applicable requirements of U.S. federal income tax law as a basis for claiming exemption from or a reduction in U.S. federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable requirements of law to permit the Borrower and the Administrative Agent to determine the withholding or deduction required to be made.
Each Lender shall, from time to time after the initial delivery by such Lender of the forms described above, whenever a lapse in time or change in such Lender’s circumstances renders such forms, certificates or other evidence so delivered expired, obsolete or inaccurate, promptly (1) deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) renewals, amendments or additional or successor forms, properly completed and duly executed by such Lender, together with any other certificate or statement of exemption required in order to confirm or establish such Lender’s status or that such Lender is entitled to an exemption from or reduction in U.S. federal withholding tax or (2) notify the Administrative Agent and the Borrower of its inability to deliver any such forms, certificates or other evidence.
Notwithstanding any other provision of this clause (e), a Lender shall not be required to deliver any form that such Lender is not legally eligible to deliver.
(f)    If the Administrative Agent, any Fronting Bank or any Lender determines, in its sole discretion, that it has received a refund of any Non-Excluded Taxes or Other Taxes as to which it has been indemnified by a Loan Party or with respect to which a Loan Party has paid additional amounts pursuant to this Section 2.19 , it shall pay over such refund to the applicable Loan Party (but only to the extent of indemnity payments made, or additional amounts paid, by the such Loan Party under this Section 2.19 with respect to the Non-Excluded Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of the Administrative Agent, such Fronting Bank or such Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund, net of any Taxes payable by the Administrative Agent, such Fronting Bank or such Lender); provided that the applicable Loan Party, upon the request of the Administrative Agent, such Fronting Bank or such Lender, agrees to repay the amount paid over to such Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Fronting Bank or such Lender in the event the Administrative Agent, such Fronting Bank or such Lender, as the case may be, is required to repay such refund to such Governmental Authority. This paragraph shall not be construed to require the Administrative Agent, any Fronting Bank or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the Borrower or any other Person.
(g)    The agreements in this Section 2.19 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder or any other Loan Document.
(h)    For the avoidance of doubt, any payments made by the Administrative Agent to any Lender shall be treated as payments made by the applicable Loan Party.
(i)    For purposes of this Section 2.19 , the term “Lender” shall include the Swingline Lender.

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2.20.     Indemnity . The Borrower agrees to indemnify each Lender for, and to hold each Lender harmless from, any loss or expense that such Lender may sustain or incur as a consequence of (a) default by the Borrower in making a borrowing of, conversion into or continuation of Eurodollar Loans after the Borrower has given a notice requesting the same in accordance with the provisions of this Agreement, (b) default by the Borrower in making any prepayment of or conversion from Eurodollar Loans after the Borrower has given a notice thereof in accordance with the provisions of this Agreement or (c) the making of a prepayment or conversion of Eurodollar Loans on a day that is not the last day of an Interest Period with respect thereto. Such indemnification may include an amount equal to the excess, if any, of (i) the amount of interest that would have accrued on the amount so prepaid, or not so borrowed, converted or continued, for the period from the date of such prepayment or of such failure to borrow, convert or continue to the last day of such Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans provided for herein (excluding, however, the Applicable Margin included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank eurodollar market. A certificate as to any amounts payable pursuant to this Section submitted to the Borrower by any Lender shall be conclusive in the absence of manifest error. Notwithstanding anything to the contrary in this Section 2.20 , the Borrower shall not be required to compensate a Lender pursuant to this Section 2.20 for any amounts incurred more than 180 days prior to the date that such Lender notifies the Borrower of such Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such 180 days period shall be extended to include the period of such retroactive effect. This covenant shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.
2.21.     Change of Lending Office . Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.18 or 2.19(a) with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans affected by such event with the object of avoiding the consequences of such event; provided that such designation is made on terms that, in the good faith judgment of such Lender, cause such Lender and its lending office(s) to suffer no economic, legal or regulatory disadvantage, and provided , further , that nothing in this Section shall affect or postpone any of the obligations of the Borrower or the rights of any Lender pursuant to Section 2.18 or 2.19(a) .
2.22.     Fees .
(a)    The Borrower shall pay to the Administrative Agent, for the account of each Lender of each tranche , a commitment fee (the “ Commitment Fee ”) for the period commencing on the Closing Date to the Termination Date of such tranche , computed at the Applicable Revolving Commitment Fee Percentage on the average daily amount of the Available Revolving Commitment of such Lender during the period for which payment is made, payable in arrears on each Fee Payment Date commencing on the first such date to occur after the Closing Date; provided that (x) any Commitment Fee accrued with respect to the Revolving Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender except to the extent that such Commitment Fee shall otherwise have been due and payable by the Borrower prior to such time and (y) no Commitment Fee shall accrue on the Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. Notwithstanding the foregoing, the provisions of this Section 2.22(a) to the extent otherwise applicable to Incremental Revolving Loans or Extended Revolving Commitments shall be subject to modification as expressly provided in Sections 2.25 or 2.27 hereof, as the case may be.
(b)    The Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates as set forth in any fee agreements with the Administrative Agent and to perform any other obligations contained therein.
2.23.     Letter of Credit Fees . The Borrower shall pay with respect to each Letter of Credit (a) to the Administrative Agent for the ratable benefit of the Lenders, a fee on all outstanding Letters of Credit calculated from and including the date of issuance of such Letter of Credit to the expiration or termination date of such Letter of Credit at a rate per annum equal to the Applicable Margin then in effect with respect to Eurodollar Loans under the

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Revolving Facility Facilities and (b) to the applicable Fronting Bank for its own account fronting fees as separately agreed in writing between the Borrower and such Fronting Bank on the undrawn and unexpired amount of each Letter of Credit (calculated, in the case of any Letter of Credit denominated in an Alternative Currency, on the basis of the exchange rate as separately agreed in writing between the Borrower and such Fronting Bank or, in the absence of any such separate agreement, on the basis of the Exchange Rate in effect on the date payment of such fee is due); provided that (x) if any portion of a Defaulting Lender’s Revolving Commitment Percentage of any Letter of Credit is Cash Collateralized by the Borrower or reallocated to the other Lenders pursuant to Section 2.5(g), then the Borrower shall not be required to pay a Letter of Credit fee with respect such portion of such Defaulting Lender’s Revolving Commitment Percentage so long as it is Cash Collateralized by the Borrower or reallocated to the other Lenders and (y) if any portion of a Defaulting Lender’s Revolving Commitment Percentage is not Cash Collateralized or reallocated pursuant to Section 2.5(g), then to the extent not Cash Collateralized or reallocated, the Letter of Credit fee with respect to such portion of such Defaulting Lender’s Revolving Commitment Percentage shall be payable to the applicable Fronting Bank until such Revolving Commitment Percentage is Cash Collateralized or reallocated or such Lender ceases to be a Defaulting Lender. Accrued fees described in the foregoing sentence of this Section in respect of each Letter of Credit shall be due and payable quarterly in arrears on each Fee Payment Date, commencing on the first such date to occur after the Closing Date. Notwithstanding the foregoing, the provisions of clause (a) of this Section 2.23 , solely to the extent otherwise applicable to fees payable on that portion (if any) of Letters of Credit participated in by Lenders pursuant to Extended Revolving Commitments, shall be subject to modification as expressly provided in Section 2.27 hereof. Notwithstanding anything to the contrary in this paragraph, fronting fees payable to any Fronting Bank under this Section 2.23 on the Fee Payment Date shall be paid by the Borrower directly to such Fronting Bank, no later than the fifth Business Day after the Fee Payment Date (it being understood that the only fronting fees payable to the applicable Fronting Bank pursuant to this sentence shall be the fronting fees that are due and payable on the applicable Fee Payment Date)
2.24.     Nature of Fees . Except as set forth in the second sentence of this Section 2.24, all Fees, shall be paid on the dates due, in immediately available funds, to the Administrative Agent (for the respective accounts of the Administrative Agent, the Fronting Bank and the Lenders), as provided herein. Fronting fees payable to any Fronting Bank in accordance with Section 2.23, shall be paid on the dates due, in immediately available funds, to such Fronting Bank (for its own account), as provided herein. Once paid, none of the Fees shall be refundable under any circumstances.
2.25.     Incremental Revolving Loan s .
(a)    The Borrower may at any time and from time to time after the Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more additional revolving credit facility tranches (“ Incremental Revolving Loans ”) or increases in the aggregate amount of the Revolving Commitments (each such increase, a “ Revolving Commitment Increase ”; together with the Incremental Revolving Loans, the “ Incremental Revolving Facilities ”) from Lenders and/or Additional Lenders (as defined below); provided that at the time of each such request and upon the effectiveness of each Incremental Revolving Facility Amendment (as defined below), (i) each such Incremental Revolving Facility shall be pari passu with the each Revolving Facility in respect of right of payment and lien priority, (ii) at the time that any such Incremental Revolving Facility Amendment is effective (immediately after giving effect thereto), no Default or Event of Default shall have occurred and be continuing, (iii) the Borrower shall be in compliance with the covenants set forth in Section 6.6 hereof determined on a pro forma basis as of the date of such Incremental Revolving Loan and the last day of the most recent fiscal period of the Borrower for which financial statements have been provided, in each case, as if any Incremental Revolving Loans actually to be incurred on such date had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith and after giving effect to any other customary and appropriate pro forma adjustment events, including any acquisitions or dispositions after the beginning of the relevant fiscal quarter but prior to or simultaneous with the borrowing of such Incremental Revolving Loan, (iv) if the interest rate margin with respect to such Incremental Revolving Loans shall be higher than the Applicable Margin then in effect for the Revolving Facility Facilities plus 0.50%, such Applicable Margin with respect to the each Revolving Facility shall be automatically adjusted to be equal to the relevant Applicable Margin relating to such Incremental Revolving Loans minus 0.50%; provided that in determining the interest rate margin applicable to any Incremental Revolving Facility, (x) original issue discount or upfront fees (which shall constitute like amounts of original issue discount) payable by the Borrower for the account of the

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Lender or the Additional Lenders under such Incremental Revolving Facility shall be included (with such original issue discount being equated to interest based on an assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to the Joint Lead Arrangers (or their affiliates) in connection with such Incremental Revolving Facility or to one or more other arrangers (or their affiliates) under such Incremental Revolving Facility shall be excluded and (z) if such Incremental Revolving Facility includes an interest rate floor, such interest rate floor shall be equated to interest rate margin for purposes of determining whether an increase to the Applicable Margin for the Revolving Loans under the Revolving Facility Facilities shall be required, to the extent an increase in the interest rate floor in the Revolving Loans would cause an increase in the interest rate then in effect, and in such case the interest rate floor (but not the interest rate margin) applicable to the Revolving Loans shall be increased by such increased amount, (vi) any Incremental Revolving Facility shall mature no earlier than, and will require no scheduled amortization or mandatory commitment reduction prior to, the latest Termination Date in respect of the any tranche of Revolving Facility hereunder Commitments , and (vii) the other terms and conditions in respect of any Incremental Revolving Facility (other than pricing and maturity), shall be substantially consistent with the Revolving Facility Facilities hereunder and shall otherwise be reasonably satisfactory to the Administrative Agent; provided that no Fronting Bank or Swingline Lender shall be required to act as “fronting bank” or “swingline lender” under any such Incremental Revolving Facility without its written consent. Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Revolving Facilities obtained after the Amendment No. 3 Effective Date shall not exceed $250,000,000. Each Incremental Revolving Facility shall be in a minimum principal amount of $25,000,000 and integral multiples of $5,000,000 in excess thereof; provided that such amount may be less than $25,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Revolving Facilities set forth above.
(b)    (1) Each notice from the Borrower pursuant to this Section 2.25 shall set forth the requested amount and proposed terms of the relevant Incremental Revolving Facility or Revolving Commitment Increase.
(i)    Commitments in respect of any Incremental Revolving Loan or Revolving Commitment Increase may be made by any existing Lender (and each existing Lender will have the right, but not an obligation, to make a portion of any Incremental Revolving Loan or provide a Revolving Commitment Increase, or by any other bank or other financial institution (any such other bank or other financial institution being called an “ Additional Lender ”)); provided that the Administrative Agent shall have consented (such consent not to be unreasonably withheld or delayed) to such Additional Lender making such Incremental Revolving Loans if such consent would be required under Section 9.6 for an assignment of Loans to such Additional Lender. Commitments in respect of Incremental Revolving Loans or any Revolving Commitment Increase shall become Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Lender, an increase in such Lender’s Revolving Commitment) under this Agreement pursuant to an amendment (an “ Incremental Revolving Facility Amendment ”) substantially in the form of Exhibit G attached hereto and, as appropriate, the other Loan Documents, executed solely by the Borrower, the Guarantors, each Lender agreeing to provide such Revolving Commitment, if any, each Additional Lender, if any, and the Administrative Agent. An Incremental Revolving Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.25 . At the time of the effectiveness of any Incremental Revolving Facility Amendment, the Borrower shall, in coordination with the Administrative Agent repay outstanding Revolving Loans of certain of the Lenders, and incur additional Revolving Loans from certain other Lenders (including the Lenders making Incremental Revolving Loans), in each case to the extent necessary so that all of the Lenders participate in each outstanding Borrowing of Revolving Loans pro rata on the basis of their respective Revolving Commitments (after giving effect to any increase in the Total Revolving Commitments pursuant to Section 2.25(a) of the Credit Agreement) and with the Borrower being obligated to pay to the respective Lenders any costs of the type referred to in Sections 2.18(c) and 2.20 of the Credit Agreement in connection with any such repayment and/or Borrowing .
(c)    The effectiveness of any Incremental Revolving Facility Amendment permitted by this Section 2.25 shall be subject to the satisfaction of such conditions as the parties thereto shall agree.
(d)    Notwithstanding anything to the contrary in this Section 2.25 , no Lender shall have any obligation to make an Incremental Revolving Loan or provide a Revolving Commitment Increase unless it agrees to do so in its sole discretion.

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2.26.     Replacement of Lenders . The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for amounts owing pursuant to Section 2.18 , 2.19 or 2.20 , (b) becomes a Defaulting Lender or, (c) does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each of the Lenders affected thereby (so long as the consent of the Required Lenders has been obtained), in each case with a replacement financial institution; provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at the time of such replacement, (iii) prior to any such replacement pursuant to preceding clause (a), such Lender shall have taken no action under Section 2.21 so as to eliminate the continued need for payment of amounts owing pursuant to Sections 2.18 , 2.19 or 2.20 , (iv) the replacement financial institution shall purchase, at par, all Revolving Loans outstanding and other amounts related thereto owing to such replaced Lender on or prior to the date of replacement, (v) the Borrower shall be liable to such replaced Lender under Section 2.20 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period relating thereto, (vi) the replacement financial institution (if other than a then existing Lender or an affiliate thereof) shall be reasonably satisfactory to the Administrative Agent, (vii) the replacement financial institution shall be reasonably satisfactory to each Fronting Bank, (viii) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 9.6 ( provided that the Borrower shall be obligated to pay the registration and processing fee referred to therein), (ix) until such time as such replacement shall be consummated, the Borrower shall pay all additional amounts (if any) required pursuant to Sections 2.18 , 2.19 or 2.20 , as the case may be, and (x) subject to Section 9.21 in the case of any Defaulting Lender, any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent, each Fronting Bank or any other Lender shall have against the replaced Lender.
2.27.     Extensions of Loans and Commitments .
(a)    Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers (each, an “ Extension Offer ”) made from time to time by the Borrower to any or all Lenders holding Revolving Commitments with a like Stated Maturity, the Borrower may from time to time extend the maturity date of any Revolving Commitments and otherwise modify the terms of such Revolving Commitments pursuant to the terms of the relevant Extension Offer (including, without limitation, by increasing the interest rate or fees payable in respect of such Revolving Commitments (and related outstandings), in each case, without the consent of any other Lenders) (an “ Extension ”, and each group of Revolving Commitments so extended, as well as the original Revolving Commitments (not so extended), being a “ tranche ”; any Extended Revolving Commitments shall constitute a separate tranche of Revolving Commitments from the tranche of Revolving Commitments from which they were converted), so long as the following terms are satisfied: (i) no Default or Event of Default shall have occurred and be continuing at the time any the offering document in respect of an Extension Offer is delivered to the Lenders, (ii) except as to interest rates, fees and final maturity, the Revolving Commitment of any Lender (an “ Extending Revolving Lender ”) extended pursuant to an Extension (an “ Extended Revolving Commitment ”), and the related outstandings, shall be a Revolving Commitment (or related outstandings, as the case may be) with the same terms as the original Revolving Commitments (and related outstandings); provided that (x) subject to the provisions of Sections 2.4(f) and 2.5(b) to the extent dealing with Swingline Loans and Letters of Credit which mature or expire after a Termination Date when there exist Extended Revolving Commitments with a longer Termination Date, all Swingline Loans and Letters of Credit shall be participated in on a pro rata basis by all Lenders with Revolving Commitments in accordance with their Revolving Commitment Percentages (and except as provided in Section 2.4(f) and 2.5(b) , without giving effect to changes thereto on an earlier Termination Date with respect to Swingline Loans and Letters of Credit theretofore incurred or issued) and, all borrowings under Revolving Commitments and repayments thereunder shall be made on a pro rata basis (except for (x) payments of interest and fees at different rates on Extended Revolving Commitments (and related outstandings) and (y) repayments required upon Stated Maturity of the non-extending Revolving Commitments) and (y) at no time shall there be Revolving Commitments hereunder (including extended Revolving Commitments and any original Revolving Commitments) which have more than three different Stated Maturities, (iii) if the aggregate principal amount of Revolving Commitments in respect of which Lenders shall have accepted the relevant Extension Offer shall exceed the maximum aggregate principal amount of Revolving Commitments offered to be extended by the Borrower pursuant to such Extension Offer, then the Revolving Commitments of such Lenders shall be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer, (viii) all documentation in respect of such Extension shall be consistent with the foregoing, and all written communications by the Borrower generally directed to the Lenders in connection

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therewith shall be in form and substance consistent with the foregoing and otherwise reasonably satisfactory to the Administrative Agent, and (ix) any applicable Minimum Extension Condition shall be satisfied . For the avoidance of doubt, no Lender shall be required to participate in any Extension .
(b)    With respect to all Extensions consummated by the Borrower pursuant to this Section 2.27 , (i) such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of Section 2.13 , 2.14 or 2.22(c) and (ii) no Extension Offer is required to be in any minimum amount or any minimum increment, provided that the Borrower may at its election specify as a condition (a “ Minimum Extension Condition ”) to consummating any such Extension that a minimum amount (to be determined and specified in the relevant Extension Offer in the Borrower’s discretion) of Revolving Commitments of any or all applicable tranches be tendered. The Administrative Agent and the Lenders hereby consent to the Extensions and the other transactions contemplated by this Section 2.27(b) (including, for the avoidance of doubt, payment of any interest or fees in respect of any Extended Revolving Commitments on the such terms as may be set forth in the relevant Extension Offer) and hereby waive the requirements of any provision of this Agreement (including, without limitation, Sections 2.13 , 2.14 , 2.17 , 2.22(c) and 9.7(a) ) or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.27 ; provided that neither any Fronting Bank nor the Swingline Lender shall be required to act as “fronting bank” or “swingline lender” under any such Extension without its written consent.
(c)    The Lenders hereby irrevocably authorize the Administrative Agent to enter into amendments to this Agreement and the other Loan Documents with the Borrower as may be necessary in order establish new tranches or sub-tranches in respect of Revolving Commitments so extended and such technical amendments as may be necessary in connection with the establishment of such new tranches or sub-tranches, in each case on terms consistent with this Section 2.27 . Notwithstanding the foregoing, the Administrative Agent shall have the right (but not the obligation) to seek the advice or concurrence of the Required Lenders with respect to any matter contemplated by this Section 2.27(c) and, if the Administrative Agent seeks such advice or concurrence, the Administrative Agent shall be permitted to enter into such amendments with the Borrower in accordance with any instructions actually received by such Required Lenders and shall also be entitled to refrain from entering into such amendments with the Borrower unless and until it shall have received such advice or concurrence; provided , however , that whether or not there has been a request by the Administrative Agent for any such advice or concurrence, all such amendments entered into with the Borrower by the Administrative Agent hereunder shall be binding and conclusive on the Lenders. Without limiting the foregoing, in connection with any Extensions the respective Loan Parties shall (at their expense) amend (and the Collateral Agent is hereby directed to amend) any Mortgage that has a maturity date prior to the then latest Stated Maturity so that such maturity date is extended to the then latest Stated Maturity (or such later date as may be advised by local counsel to the Collateral Agent).
(d)    In connection with any Extension, the Borrower shall provide the Administrative Agent at least 5 Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes of this Section 2.27 .
SECTION 3
Representations and Warranties
In order to induce the Fronting Banks and the Lenders to enter into this Agreement and to make Revolving Loans and other additional Extensions of Credit hereunder, the Borrower represents and warrants on each date required pursuant to Section 4 to the Administrative Agent, each Fronting Bank and to each Lender as follows:
3.1.     Existence; Compliance with Law . Each Loan Party (a) is duly organized, validly existing and (to the extent such concept is applicable) in good standing under the laws of the jurisdiction of its organization, (b) has the power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation or other organization and (to the extent such concept is applicable) in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification and (d) is in compliance with all Requirements of Law,

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except, in the case of each of the foregoing clauses (a) through (d), to the extent that the failure to comply therewith would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.
3.2.     Power; Authorizations; Enforceable Obligations . Each Loan Party has the power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to authorize the extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority is required in connection with the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (i) that have been obtained or made and are in full force and effect, (ii) the filings made in respect of the Security Documents and (iii) to the extent that the failure to obtain any such consent, authorization, filing, notice or other act would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).
3.3.     No Legal Bar . The execution, delivery and performance of this Agreement and the other Loan Documents, the issuance of Letters of Credit, the borrowings hereunder and the use of the proceeds thereof (x) will not violate any Requirement of Law or any material Contractual Obligation of any Loan Party and (y) will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such material Contractual Obligation (other than the Liens created by the Security Documents).
3.4.     Accuracy of Information . No statement or information contained in this Agreement, any other Loan Document, or any other document, certificate or statement furnished by or on behalf of any Loan Party to the Administrative Agent or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, contained as of the Closing Date, taken as a whole and in light of the circumstances in which made, any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not materially misleading.
3.5.     No Material Adverse Effect . Since December 31, 2009, there has been no development or event that has had or would reasonably be expected to have a Material Adverse Effect.
3.6.     Subsidiaries . Schedule 3.6 annexed hereto sets forth the name and jurisdiction of organization of each Subsidiary of the Borrower as of the Closing Date and, as to each such Subsidiary, the percentage of each class of Capital Stock owned by any Loan Party as of the Closing Date, and (b) as of the Closing Date, there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options or restricted stock granted to employees or directors and directors’ qualifying shares) of any nature relating to any Capital Stock of any of the Guarantors directly owned by the Loan Parties that are included in the Collateral, except as created by the Loan Documents or permitted under Section 6.2.
3.7.     Title to Assets; Liens. The Loan Parties have title in fee simple to, or a valid leasehold or easement interest in, all their material real property, taken as a whole, and good and marketable title to, or a valid leasehold or easement interest in, all their other material property, taken as a whole, and none of such property is subject to any Lien except Permitted Liens.
3.8.    Intellectual Property. Each Loan Party owns, or is licensed to use, all Intellectual Property material to the conduct of its business, and the use thereof by each Loan Party does not infringe upon the Intellectual Property rights of any other Person, in each case except where the failure to do so would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

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3.9.     Use of Proceeds . The proceeds of the Loans shall be used for working capital and other general corporate purposes (including, without limitation, to refinance the Original Loans) of the Loan Parties and, to the extent permitted by this Agreement, their Subsidiaries.
3.10.     Litigation. Except as disclosed in writing to the Administrative Agent and the Lenders prior to the Closing Date or otherwise disclosed in the Borrower’s public filings made prior to the Closing Date (other than any such disclosure in the “Risk Factors” section of such public filings or in any other forward-looking statements contained therein), no litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened by or against any Loan Party or against any of their respective properties or revenues that, in the aggregate, would reasonably be expected to have a Material Adverse Effect.
3.11.     Federal Reserve Regulations. No part of the proceeds of any Loan, and no other Extensions of Credit hereunder, will be used (a) for “buying” or “carrying” any “margin stock” within the respective meanings of each of the quoted terms under Regulation U as now and from time to time hereafter in effect for any purpose that violates the provisions of the Regulations of the Board of Governors or (b) for any purpose that violates the provisions of the Regulations of the Board of Governors. Neither the Borrower nor any of its Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any “margin stock.”
3.12.     Solvency. The Borrower and its Subsidiaries, taken as a whole, are, and after giving effect to the incurrence of all Indebtedness and obligations being incurred in connection herewith will be, Solvent.
3.13.     Taxes. Each Loan Party has filed or caused to be filed all federal and state income Tax and other Tax returns that are required to be filed, except if the failure to make any such filing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and has paid all Taxes shown to be due and payable on said returns or on any assessments made against it or any of its property and all other Taxes, fees or other charges imposed on it or any of its property by any Governmental Authority (other than any (x) the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the relevant Loan Party, or (y) those where the failure to pay, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect). There is no proposed Tax assessment or other claim against, and no Tax audit with respect to, any Loan Party that would reasonably be expected to, in the aggregate, have a Material Adverse Effect.
3.14.     ERISA. Except as, in the aggregate, does not or would not reasonably be expected to result in a Material Adverse Effect: neither a Reportable Event nor a failure to satisfy the minimum funding standard of Section 430 of the Code or Section 303 of ERISA, whether or not waived, with respect to a Plan has occurred during the five year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied in all respects with the applicable provisions of ERISA and the Code; no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits; neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan; to the knowledge of the Borrower after due inquiry, neither the Borrower nor any Commonly Controlled Entity would become subject to any liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made; and to the knowledge of the Borrower after due inquiry, no Multiemployer Plan is in Reorganization or Insolvent.
3.15.     Environmental Matters; Hazardous Material . There has been no matter with respect to Environmental Laws or Materials of Environmental Concern which, in the aggregate, would reasonably be expected to have a Material Adverse Effect.

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3.16.     Investment Company Act; Other Regulations. No Loan Party is an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended. No Loan Party is subject to regulation under any Requirement of Law (other than Regulation X of the Board of Governors) that limits its ability to incur Indebtedness under this Agreement and the other Loan Documents.
3.17.     Labor Matters. Except as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect: (a) there are no strikes or other labor disputes against any Loan Party pending or, to the knowledge of the Borrower, threatened; (b) hours worked by and payment made to employees of each Loan Party have not been in violation of the Fair Labor Standards Act or any other applicable Requirement of Law dealing with such matters; and (c) all payments due from any Loan Party on account of employee health and welfare insurance have been paid or accrued as a liability on the books of the relevant Loan Party.
3.18.     Security Documents.
(a)    The Guarantee and Collateral Agreement is effective to create in favor of the Collateral Agent, for the benefit of the Lenders and the Fronting Banks, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. In the case of the Pledged Stock described in the Guarantee and Collateral Agreement, when stock certificates (if any) representing such Pledged Stock are delivered to the Collateral Agent, and in the case of the other Collateral described in the Guarantee and Collateral Agreement, when financing statements and other filings specified on Schedule 3.18(a) in appropriate form are filed in the offices specified on Schedule 3.18(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof to the extent security interests can be so perfected (by delivery or filing UCC financing statements as applicable) on such Collateral, as security for the Obligations (as defined in the Guarantee and Collateral Agreement), in each such case prior and superior in right to any other Person (except, in the case of Collateral other than Pledged Stock, other Permitted Liens).
(b)    Each of the Mortgages, as amended by the respective Fifth Amendment to Mortgage (and as may be further amended thereafter), is effective to create in favor of the Collateral Agent, for the benefit of the Lenders and the Fronting Banks, a legal, valid and enforceable Lien on the Mortgaged Properties described therein and proceeds thereof, and when the Fifth Amendment to Mortgage (and any subsequent amendments thereto) are filed in the offices specified on Schedule 3.18(b), each such Mortgage, as amended by the respective Fifth Amendment to Mortgage (and as may be further amended thereafter), shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof, as security for the Obligations (as defined in the relevant Mortgage), in each case prior and superior in right to any other Person other than Permitted Liens. Schedule 1.1C lists, as of the Closing Date, each parcel of owned real property and each leasehold interest in real property located in the United States and held by the Borrower or any of its Subsidiaries that has a value, in the reasonable opinion of the Borrower, in excess of $5,000,000.
3.19.     Energy Regulation
The Borrower and its Subsidiaries are in compliance with the Public Utility Holding Company Act of 2005 and the implementing regulations of the Federal Energy Regulatory Commission (“FERC”), as amended from time to time (together, “PUHCA 2005”), and consummation of the transactions contemplated by this Agreement and the other Loan Documents will not cause the Borrower or its Subsidiaries to cease to be in compliance with PUHCA 2005, except where any such non-compliance would not reasonably be expected to have a Material Adverse Effect.
SECTION 4
Conditions Precedent
4.1.     Conditions to the Closing Date . The occurrence of the Closing Date and the making of Revolving Loans and other additional Extensions of Credit hereunder on the Closing Date are subject to the satisfaction or waiver of the following conditions precedent:

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(a)     Credit Agreement; Guarantee and Collateral Agreement . The Administrative Agent shall have received (i) counterparts hereof executed and delivered by the Borrower, the Administrative Agent, the Collateral Agent, each Documentation Agent, the Syndication Agent and each other Lender and (ii) Schedules to this Agreement.
(b)     Existing Credit Agreement Amendment. The Administrative Agent shall have received the executed Existing Credit Agreement Amendment and the Guarantee and Collateral Agreement as amended and restated on or prior to the Closing Date.
(c)     Lien Searches . The Administrative Agent shall have received the results of a recent lien search in each jurisdiction where a Loan Party is organized, and such search shall reveal no liens on any of the assets of the Loan Parties except for liens permitted by Section 6.2 or discharged on or prior to the Closing Date pursuant to documentation reasonably satisfactory to the Administrative Agent.
(d)     Corporate Documents and Proceedings . The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form attached hereto as Exhibit A, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization ( provided that to the extent any Loan Party that is not a Significant Subsidiary is not in good standing, such failure could not reasonably be expected to have a Material Adverse Effect and such good standing certificate shall be delivered in accordance with Section 5.10 ).
(e)     Solvency Certificate . The Administrative Agent shall have received a certificate from the chief financial officer of the Borrower in form and substance reasonably satisfactory to the Administrative Agent certifying as to the solvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the transactions contemplated to occur on the Closing Date.
(f)     Payment of Fees; Expenses . The Lenders, the Joint Lead Arrangers, the Fronting Banks and the Administrative Agent shall have received all fees required to be paid, and all reasonable costs and expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel), on or before the Closing Date.
(g)     Legal Opinion . The Administrative Agent shall have received the following executed legal opinions:
(i)    one or more legal opinions from White & Case LLP, counsel to the Borrower and the Guarantors, in form and substance reasonably satisfactory to the Administrative Agent; and
(ii)    the legal opinion of such local counsel as may be reasonably required by the Administrative Agent.
Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.
(h)     No Material Adverse Effect . Since December 31, 2009, there has been no development or event that has had or would reasonably be expected to have a Material Adverse Effect.
(i)     Ratings . Each of Moody's and S&P shall have verbally indicated to the Borrower their respective public rating of the each Revolving Facility and the Borrower shall have communicated such ratings to the Administrative Agent. The Borrower shall have obtained corporate credit ratings from Moody’s and S&P.
(j)     Patriot Act . The Administrative Agent and the Commitment Parties shall have received all documentation and other information about the Loan Parties as shall have been reasonably requested in writing at least 5 days prior to the Closing Date by the Administrative Agent or the Commitment Parties that they shall have

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reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act.
(k)     Filings, Registrations and Recordings . Each document (including any Uniform Commercial Code financing statement) required by the Security Documents or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent, for the benefit of the Lenders, a perfected Lien on the Collateral described therein, prior and superior in right to any other Person (other than with respect to Permitted Liens), shall be in proper form for filing, registration or recordation.
(l)     Insurance . The Administrative Agent shall have received insurance certificates satisfying the requirements of Section 5.2(b) of the Guarantee and Collateral Agreement.
(m)     Required Intercreditor Actions . The Administrative Agent shall have received an executed copy of each of the Required Intercreditor Actions. For purposes of this Agreement, the “Required Intercreditor Actions” means, collectively, delivery of a joinder to the Collateral Agency and Intercreditor Agreement, delivery to the Collateral Agent of an officers’ certificate describing the Obligations under this Agreement, stating that the Borrower intends to enter into this Agreement as additional secured debt and designating the Obligations as “ First Lien Debt ” for the purposes of the Collateral Agency and Intercreditor Agreement, delivery by the Borrower and the Administrative Agent to the Collateral Agent of notice specifying the name and address of the Administrative Agent as the Secured Debt Representative for the Obligations under this Agreement and the Loan Documents, and the execution by the Borrower, the Guarantors, the Administrative Agent and the Collateral Agent of the Acknowledgement.
(n)     Real Estate Collateral . The Administrative Agent shall have received each of the following documents which shall be reasonably satisfactory in form and substance to the Administrative Agent and its counsel with respect to the Mortgaged Properties, as appropriate:
(i)    with respect to each Mortgage encumbering Mortgaged Property, Fifth Amendment to Mortgage, in order to cause the Obligations (as defined in each Mortgage) to be appropriately secured by the Mortgaged Property underlying such Mortgages, each such Fifth Amendment to Mortgage duly executed and acknowledged by the applicable Loan Party, in each case, in form for recording in the recording office where each such Mortgaged Property is located, together with such documentation, certificates, affidavits, questionnaires or returns as shall be required in connection with the recording thereof under applicable law,
(ii)    with respect to each Mortgaged Property, a date down and modification endorsement, or other title product where such an endorsement is unavailable, from the Title Insurance Company to the lender’s title policy that insures that the Mortgage, as amended by the Fifth Amendment to Mortgage, encumbering such Mortgaged Property is a valid and enforceable first priority lien on such Mortgaged Property in favor of the Collateral Agent for the benefit of the Secured Parties free and clear of all defects and encumbrances and liens except Permitted Liens;
(iii)    with respect to each Fifth Amendment to Mortgage, opinions of local counsel to the Loan Parties, which opinions (x) shall be addressed to the Administrative Agent and each of the Secured Parties, and (y) shall cover the enforceability of the respective Mortgage as amended by the respective Fifth Amendment to Mortgage, as applicable, and such other matters incidental to the transactions contemplated herein as the Administrative Agent may reasonably request;
(iv)    (x) a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the respective Loan Party relating thereto) and (y) a copy of, or a certificate as to coverage under, the insurance policies required by Section 5.4 including, without limitation, flood insurance policies) and the applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable or mortgagee endorsement (as applicable) and shall name the Collateral Agent, on behalf of the Secured Parties, as additional insured;

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(v)    evidence acceptable to the Administrative Agent of payment by the appropriate Loan Party of all applicable search and examination charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording and filing of the Fifth Amendments to Mortgage; and
(vi)    evidence that all other action that the Administrative Agent may deem reasonably necessary or desirable in order to cause the Obligations to be appropriately and properly secured by a valid and subsisting first priority Lien on the Mortgaged Property.
4.2.     Conditions to Each Extension of Credit . The obligation of the Lenders and the Fronting Bank to make each Extension of Credit, including the initial Extension of Credit, is subject to the following conditions precedent:
(a)     Notice . The Administrative Agent shall have received the applicable notice of borrowing, in substantially the form attached hereto as Exhibit B, from the Borrower or, in the case of a Letter of Credit, the Fronting Bank shall have received an L/C Application.
(b)     Representations and Warranties . All representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the date of each Extension of Credit hereunder with the same effect as if made on and as of such date (unless stated to relate to a specific earlier date, in which case, such representations and warranties shall be true and correct in all material respects as of such earlier date) (it being understood that any representation or warranty that is qualified as to materiality or Material Adverse Effect shall be correct in all respects).
(c)     No Default or Event of Default . No Default or Event of Default shall have occurred and be continuing on such Borrowing Date or after giving effect to such Extension of Credit on such Borrowing Date.
The request by the Borrower for, and the acceptance by the Borrower of, each Extension of Credit and issuance of a Letter of Credit hereunder shall be deemed to be a representation and warranty by the Borrower that the conditions specified in this Section 4.2 have been satisfied or waived at that time.
SECTION 5
Affirmative Covenants
The Borrower hereby agrees that, so long as the any Revolving Commitments remain Commitment remains in effect, any Letter of Credit remains outstanding or any Loan or other amount is owing to any Lender, any Fronting Bank or the Administrative Agent hereunder or under any other Loan Document (other than Letters of Credit, together with all fees that have accrued and will accrue thereon through the stated termination date of such Letters of Credit, which have been supported in the manner described in Section 2.5(b) , and contingent indemnification obligations for which no claim has been asserted), the Borrower shall and shall cause each of the Guarantors to:
5.1.     Financial Statements, Etc . Deliver to the Administrative Agent (for distribution to the Fronting Banks and the Lenders):
(a)    within ninety (90) days (or, if agreed to by the Administrative Agent acting in its reasonable discretion, 105 days) after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit (other than a “going concern” or like qualification or exception included solely as a result of such report being issued in the year immediately preceding the Termination Date and the of any

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Indebtedness evidenced hereunder and such Indebtedness hereunder being classified as short term indebtedness), by PricewaterhouseCoopers or other independent certified public accountants of nationally recognized standing; and
(b)    within forty-five (45) days (or, if agreed to by the Administrative Agent acting in its reasonable discretion, sixty (60) days) after the end of each of the first three quarterly fiscal periods of each fiscal year of the Borrower, a copy of the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income in such quarter and of cash flows for the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the corresponding consolidated figures for the corresponding periods in the preceding fiscal year, accompanied by a certificate of a Responsible Officer, which certificate shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial condition and results of operations of the Borrower and its consolidated Subsidiaries, in accordance with GAAP, consistently applied, as at the end of, and for, such period (subject to normal year-end audit adjustments and the absence of footnotes).
All such financial statements delivered pursuant to Sections 5.1(a) and (b) shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods. The Borrower may provide the financial statements and other materials required to be furnished pursuant to this Section 5.1 by posting such financial statements and materials on IntraLinks/IntraAgency, SyndTrak or other relevant website or other information platform (the “ Platform ”) to which the Administrative Agent has access. If delivered to the Administrative Agent, the Administrative Agent will provide the financial statements and other materials required to be furnished pursuant to this Section 5.1 to the Lenders by posting such financial statements and materials on the Platform within five Business Days after receipt thereof. Information required to be delivered pursuant to Sections 5.1(a) and (b) shall be deemed satisfied by delivery within the time periods set forth in such Sections of the Borrower’s annual report on Form 10-K and quarterly report on Form 10-Q, respectively, in each case as filed with the SEC for the applicable period.
5.2.     Certificates; Other Information . Deliver to the Administrative Agent and, in the case of clause (g) below, to the applicable Lender or the applicable Fronting Bank:
(a)    Concurrently with the delivery of the financial statements referred to in Section 5.1(a) , a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary thereof no knowledge was obtained of any Default or Event of Default pursuant to Section 6.6 , except as specified in such certificate (which certificate may be limited to the extent required by accounting rules or guidelines);
(b)    concurrently with (or, in the case of clause (ii)(x)(2) below, within 15 days after) the delivery of any financial statements pursuant to Section 5.1 , (i) a certificate of a Responsible Officer stating that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate (and if such certificate specifies any Default or Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto) and (ii) in the case of quarterly or annual financial statements, (x) a Compliance Certificate (1) containing all calculations reasonably necessary for determining compliance by the Borrower with Section 6.6 and (2) setting forth the CNTA Ratio of the Borrower and its Subsidiaries, in each case, as of the last day of the fiscal quarter or fiscal year of the Borrower, as the case may be, and (y) to the extent not previously disclosed to the Administrative Agent, (1) a description of any change in the jurisdiction of organization of any Loan Party, (2) a list of any material Intellectual Property acquired by any Loan Party and (3) a description of any Person that has become a Loan Party, in each case since the date of the most recent report delivered pursuant to this clause (y) (or, in the case of the first such report so delivered, since the Closing Date);
(c)    as soon as available, and in any event no later than 45 days after the end of each fiscal year of the Borrower, a detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of the following fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto) (collectively, the “ Projections ”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections, at the time of preparation thereof, were based on reasonable estimates, information and assumptions;

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(d)    concurrently with the delivery of financial statements pursuant to Section 5.1 , a narrative discussion and analysis of the financial condition and results of operations of the Borrower and its Subsidiaries for such fiscal quarter and for the period from the beginning of the then current fiscal year to the end of such fiscal quarter, as compared to the portion of the Projections covering such periods and to the comparable periods of the previous year. Information required to be delivered pursuant to this clause (d) shall be deemed satisfied by delivery within the time period set forth herein of the Borrower’s annual report on Form 10-K and quarterly report on Form 10-Q, respectively, in each case as filed with the SEC for the applicable period.
(e)    no later than five (5) Business Days prior to the effectiveness thereof, copies of substantially final drafts of any material proposed amendment, supplement, waiver or other modification with respect to any Junior Lien Agreement;
(f)    within five Business Days after the same are sent (but only to the extent the same are not filed with the SEC or posted on the Platform), copies of all financial statements and reports that the Borrower sends to the holders of any class of its debt securities or public equity securities and, within five Business Days after the same are filed, copies of all financial statements and reports that the Borrower may make to, or file with, the SEC;
(g)    promptly upon request, such other material information (financial or otherwise), as may be reasonably requested by the Administrative Agent (on behalf of itself, any Fronting Bank or any Lender); and
(h)    concurrently with the delivery of any document required to be delivered pursuant to Section 5.1 or this Section 5.2 , the Borrower shall indicate in writing whether such document contains non-public information.
The Borrower may provide the certificates and other information required to be furnished pursuant to this Section 5.2 by posting such certificates and information on the Platform to which the Administrative Agent has access. If delivered to the Administrative Agent, the Administrative Agent will provide the certificates and other information required to be furnished by the Borrower pursuant to this Section 5.2 to the Lenders by posting such certificates and other information on the Platform within five Business Days after receipt thereof.
5.3.     Maintenance of Existence; Compliance with Requirements of Law .
(a)    (i) Preserve, renew and keep in full force and effect its organizational existence and (ii) take all reasonable action to maintain all rights, privileges and franchises reasonably necessary in the normal conduct of its business, except, in each case, (x) as otherwise permitted by Section 6.3 or (y) to the extent that failure to do so would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; and
(b)    Comply with all Requirements of Law except to the extent that failure to comply therewith would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.
5.4.     Maintenance of Property; Insurance .
(a)    Keep all property useful and necessary in its business in good working order and condition, subject to ordinary wear and tear, obsolescence and damage by casualty and from time to time make all needful and proper repairs, renewals, replacements, extensions, additions, betterments and improvements thereto, to the extent and in the manner useful or customary for companies in similar businesses, except where failure to do any of the foregoing would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; and
(b)    maintain with financially sound and reputable insurance companies insurance policies (or where appropriate, self-insurance) on all its material property in at least such amounts and against at least such risks (but including in any event public liability, product liability and business interruption) as are usually insured against in the same general area by companies of a similar size engaged in the same or a similar business (provided, however, that there shall be no breach of this Section 5.4(b) if any such insurer becomes financially unsound and such Loan Party obtains promptly insurance coverage from a different financially sound insurer).

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5.5.     Inspection of Property; Books and Records .
(a)    Keep proper books of records and account in which full, true and correct entries in all material respects in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities; and
(b)    Upon reasonable prior notice to the Borrower through the Administrative Agent, permit representatives of the Administrative Agent, any Fronting Bank or any Lender to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time during normal business hours to discuss the business, operations, properties and financial and other condition of the Loan Parties with officers and employees of the Loan Parties and with their independent certified public accountants and with their financial advisors; provided that so long as no Event of Default has occurred and is continuing, the Lenders and the Administrative Agent shall not be permitted to exercise such rights more than once per year, and the exercise of such rights will be coordinated through the Administrative Agent on behalf of the Lenders. The Administrative Agent agrees to coordinate and consolidate visits pursuant to this Section 5.5 by Lenders, the Fronting Banks and their representatives (including the examination of books and records and the making of copies and abstracts of books and records) at mutually convenient times and in such a manner so as to cause minimum disruption to the operations of the Borrower and to minimize costs associated with such visits.
5.6.     Notices . Promptly, and in any event within five (5) Business Days after a Responsible Officer becomes aware thereof (except as otherwise provided in (e) below), give notice to the Administrative Agent, with a copy for each Fronting Bank and each Lender, of:
(a)    the occurrence of any Event of Default;
(b)    any litigation, investigation or proceeding that may exist at any time between a Loan Party and any Governmental Authority, that in either case, if not cured or if adversely determined, as the case may be, would reasonably be expected to have a Material Adverse Effect;
(c)    any litigation or proceeding affecting any Loan Party (i) that would reasonably be expected to have a Material Adverse Effect or (ii) which relates to any Loan Document;
(d)    any development or event that has had or would reasonably be expected to have a Material Adverse Effect; and
(e)    the following events, as soon as practicable and in any event within 30 days after any Responsible Officer knows thereof: (i) the occurrence of any Reportable Event with respect to any Plan, a failure to make any required contribution to a Plan, the creation of any Lien in favor of the PBGC or a Plan or any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan or (ii) the institution of proceedings or the taking of any other action by the PBGC or the Borrower or any Commonly Controlled Entity or any Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Plan, in the case of each of the foregoing clauses (i) or (ii) where such event would reasonably be expected to have a Material Adverse Effect.
Each notice pursuant to this Section shall be accompanied or provided as soon as practicable thereafter by a statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action the relevant Loan Party has taken or proposes to take with respect thereto.
5.7.     Environmental Laws . Comply with, and take reasonable efforts to ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws, and obtain and comply with and maintain, and ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable

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Environmental Laws except where the failure to comply with the foregoing would not be reasonably be expected to give rise to a Material Adverse Effect.
5.8.    [Reserved].
5.9.     Further Assurances .
(a)    With respect to any property acquired after the Closing Date by any Loan Party (other than any property described in paragraph (b), (c) or (d) below) that constitutes Collateral and as to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a security interest in such property and (ii) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent.
(b)    With respect to any fee interest in any real property having a value (together with improvements thereof) of at least $5,000,000 acquired after the Closing Date by any Loan Party (other than any such real property subject to a Permitted Lien which precludes the granting of a Mortgage thereon), within sixty (60) days after the creation or acquisition thereof (i) execute and deliver a first priority Mortgage or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such real property, (ii) if requested by the Administrative Agent, provide the Secured Parties with (x) either (1) title insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) in form and substance reasonably satisfactory to Administrative Agent as well as a current ALTA survey thereof, together with a surveyor’s certificate (only with respect to any power plant or any other real property for which an ALTA survey was obtained when such property was acquired) or (2) where an amendment to an existing Mortgage has been delivered pursuant to clause (i) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts), each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(c)    With respect to any new Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the avoidance of doubt, shall not include any existing Subsidiary that ceases to be an Excluded Subsidiary unless designated by the Borrower as provided in the last sentence of this Section 5.9(c) ), within sixty (60) days of the creation or acquisition thereof (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan Party, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Collateral Agent a certificate of such Subsidiary, substantially in the form of Exhibit A, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding anything to the contrary in this Agreement, the Borrower shall have the right to designate an Excluded Subsidiary as a Guarantor under this Agreement and the other Loan Documents.

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(d)    With respect to any new Foreign Subsidiary (or Domestic Subsidiary of the type described in clause (d) of the definition of Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party ( provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), (ii) if commercially reasonable, deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Collateral Agent’s security interest therein, and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
SECTION 6
Negative Covenants
The Borrower agrees that, so long as the any Revolving Commitments Commitment remain in effect, any Letter of Credit remains outstanding or any Loan or other amount is owing to any Lender. any Fronting Bank or the Administrative Agent hereunder or under any other Loan Document (other than Letters of Credit, together with all fees that have accrued and will accrue thereon through the stated termination date of such Letters of Credit, which have been supported in the manner described in Section 2.5(b) , and contingent indemnification obligations for which no claim has been asserted):
6.1.     Limitation on Indebtedness .
(a)    The Borrower shall not, and shall not permit any of the Guarantors to, directly or indirectly, incur Indebtedness that will constitute First Lien Debt, unless the CNTA Ratio (after giving pro forma effect to any such incurrence and the application of the net proceeds thereof) is equal to or greater than 1.66 to 1.00.
(b)    For purposes of this Section 6.1 , the aggregate amount of First Lien Debt outstanding as of any date of determination shall be calculated as the sum of, without duplication:
(i)    the aggregate outstanding principal amount of all Indebtedness (or, if such Indebtedness is issued with original issue discount, the then accreted value thereof) for borrowed money that constitutes First Lien Debt, plus
(ii)    the aggregate face amount of any letters of credit or similar instruments issued but not yet drawn that, when drawn, would constitute First Lien Debt, and the aggregate amount of reimbursement obligations in respect of drawn letters of credit or similar instruments that constitute First Lien Debt, plus
(iii)    the aggregate amount of undrawn and unutilized commitments under which any First Lien Debt could be drawn and/or utilized as of such date, plus
(iv)    the aggregate outstanding principal amount of any First Lien Debt (or, if such Indebtedness is issued with original issue discount, the then accreted value thereof) outstanding consisting of notes, bonds, debentures, credit agreements (including any Eligible Commodity Hedge Financing) or similar instruments or agreements.
(c)     Section 6.1(a) hereof shall not apply to:
(i)    any Specified Cash Management and Swap Obligations, other Cash Management Obligations that would constitute First Lien Debt and any First Lien Hedging Obligations;

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(ii)    (A) Indebtedness under the Existing Credit Agreement outstanding on the Closing Date, (B) the 2017 Notes, plus (C) the 2019 Notes, (D) the 2020 Notes, plus (E) the 2021 Notes, plus (F) up to $2.0 billion in term loans or debt securities issued in lieu of term loans in either case that were otherwise permitted to be issued or incurred under the Existing Credit Agreement (as in effect immediately prior to the Closing Date) incurred to repay or redeem secured debt, secured lease obligations or preferred securities of any Project Subsidiary pursuant to the provisions of Section 2.27(a) thereof as in effect on the 2017 Notes Issue Date (but, for purposes hereof, deemed to be amended or waived, to remove (i) any most favored nation pricing required thereunder, (ii) the Schedule Limit as set forth therein or (iii) the requirement that the Borrower be in pro forma compliance with any financial covenants thereunder);
(iii)    Indebtedness of any Loan Party pursuant to this Agreement and the other Loan Documents;
(iv)    any accretion of original issue discount or the payment of interest on any Indebtedness in the form of Indebtedness with the same terms (it being understood that each will be taken into account in determining the aggregate amount of First Lien Debt outstanding as specified in Section 6.1(b)(i) hereof);
(v)    any incurrence of Indebtedness that constitutes First Lien Debt (A) resulting from the drawing of, or reimbursement obligations under, any letters of credit or similar instruments or (B) resulting from borrowings under any undrawn and unutilized commitments to lend such Indebtedness, in each case, that were (i) in existence as of the Closing Date or (ii) included in any calculation of the amount of First Lien Debt outstanding pursuant to Section 6.1(a) hereof in connection with an incurrence of First Lien Debt pursuant to Section 6.1(a) hereof; and, in either case, any Permitted Replacement Commitments that replaced such letters of credit, similar obligations and commitments;
(vi)    any Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness that was permitted to be incurred pursuant to this Section 6.1 ; and
(vii)    any Eligible Commodity Hedge Financings, so long as the lenders thereunder (or their representatives on their behalf) become a party to, or consent or agree to be bound by the terms and conditions, of the Collateral Agency and Intercreditor Agreement.
(d)    Notwithstanding the foregoing, the Borrower or any of the Guarantors may not incur (1) additional Indebtedness (other than Specified Cash Management and Swap Obligations, other Cash Management Obligations that would constitute First Lien Debt, any First Lien Hedging Obligations and any extension, renewal or refinancing of the Eligible Commodity Hedge Financings existing on the Closing Date) pursuant to Section 6.1(a) hereof, (2) any Permitted Refinancing Indebtedness with respect to Indebtedness incurred under clauses (ii), (iii), (iv) or (v) of Section 6.1(c) hereof or (3) any Permitted Refinancing Indebtedness with respect to any of the foregoing, unless:
(i)    the Borrower and the Guarantors shall enter into, and deliver to the Collateral Agent, in the sole discretion of the Collateral Agent, a mortgage modification or new mortgage with regard to each Mortgaged Property, in proper form for recording in all applicable jurisdictions, in a form reasonably satisfactory to the Collateral Agent and, as applicable, consistent with the mortgage modifications delivered in connection with the issuance of the 2021 Notes;
(ii)    the Borrower or the applicable Guarantor shall cause to be delivered a local counsel opinion with respect to each Mortgaged Property in form and substance, and issued by law firms, in each case, reasonably satisfactory to the Collateral Agent and, as applicable, consistent with the local counsel opinions delivered in connection with the issuance of the 2021 Notes;
(iii)    the Borrower or the applicable Guarantor shall cause a title company approved by the Collateral Agent to have delivered to the Collateral Agent an endorsement to each title insurance policy then in effect for the benefit of the Secured Parties, date down(s) or other evidence reasonably satisfactory to the Collateral Agent (which may include a new title insurance policy) (each such delivery, a “ Title Datedown Product ”), in each case insuring that (I) the priority of the Lien of the applicable Mortgage(s) as security for the Obligations has not changed, (II) since the

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date of the Title Datedown Product delivered most recently prior to (and not in connection with) such additional Indebtedness, there has been no change in the condition of title and (III) there are no intervening liens or encumbrances which may then or thereafter take priority over the Lien of the applicable Mortgage(s), in each case other than with respect to Permitted Liens; and
(iv)    the Borrower or the applicable Guarantor shall, upon the request of the Collateral Agent, deliver to the approved title company, the Collateral Agent and/or all other relevant third parties all other items reasonably necessary to maintain the continuing priority of the Lien of the Mortgages as security for the Obligations.
6.2.     Limitation on Liens . The Borrower shall not, and shall not permit any of the Guarantors to, directly or indirectly, create, incur, assume or suffer to exist any Lien upon any asset now owned or hereafter acquired, except Permitted Liens.
6.3.     Merger, Consolidation, or Sale of Assets .
(A)    (i) The Borrower shall not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Borrower is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Borrower and its Restricted Subsidiaries, taken as a whole, in one or more related transactions, to another Person, unless:
(1)    either:
(A)      the Borrower is the surviving corporation; or
(B)      the Person formed by or surviving any such consolidation or merger (if other than the Borrower) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation, partnership or limited liability company organized or existing under the laws of the United States, any state of the United States or the District of Columbia;
(2)    the Person formed by or surviving any such consolidation or merger (if other than the Borrower) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of the Borrower under this Agreement and the Security Documents pursuant to joinder agreements or other documents and agreements reasonably satisfactory to the Administrative Agent; and
(3)    immediately after such transaction, no Default or Event of Default exists;
(b)    In addition, the Borrower will not, directly or indirectly, lease all or substantially all of its properties or assets of the Borrower and its Restricted Subsidiaries, taken as a whole, in one or more related transactions, to any other Person.
This Section 6.3 shall not apply to:
(1)    a merger of the Borrower with an Affiliate solely for the purpose of reincorporating the Borrower in another jurisdiction; or
(2)    any consolidation or merger of (a) the Borrower into a Guarantor, (b) a Guarantor into the Borrower or another Guarantor or (c) a Subsidiary of the Borrower into the Borrower or another Subsidiary of the Borrower; or
(3)    any sale, assignment, transfer, conveyance, lease or other disposition of assets (a) by the Borrower to a Guarantor, (b) by a Guarantor to the Borrower or another Guarantor or (c) by a Subsidiary of the Borrower to the Borrower or another Subsidiary of the Borrower.

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(B)    Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of the Borrower in a transaction that is subject to, and that complies with the provisions of, Section 6.3(A) hereof, the successor Person formed by such consolidation or into or with which the Borrower is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Agreement referring to the “Borrower” shall refer instead to the successor Person and not to the Borrower), and may exercise every right and power of the Borrower under this Agreement with the same effect as if such successor Person had been named as the Borrower herein; provided , however , that the predecessor Borrower shall not be relieved from the obligation to pay the principal of and interest on the Loans except in the case of a sale of all of the Borrower’s assets in a transaction that is subject to, and that complies with the provisions of, Section 6.3(A) hereof.
6.4.     Limitation on Sale and Leaseback Transactions . The Borrower shall not, and shall not permit any of the Guarantors to, enter into any sale and leaseback transaction; provided that the Borrower or any Guarantor may enter into a sale and leaseback transaction if:
(1)    the Borrower or that Guarantor, as applicable, could have incurred a Lien (other than a Lien created under the Security Documents) to secure such Indebtedness pursuant to Section 6.2 hereof; and
(2)    the gross cash proceeds of that sale and leaseback transaction are at least equal to the Fair Market Value, as determined in good faith by the Board of Directors of the Borrower and set forth in a certificate of a Responsible Officer delivered to the Administrative Agent, of the property that is the subject of that sale and leaseback transaction.
6.5.     Limitation on Secured Commodity Hedging . The Borrower shall not, and shall not permit any of the Guarantors to, directly or indirectly, enter into any Commodity Hedge Agreement that will constitute First Lien Debt, other than Eligible Commodity Hedge Agreements.
6.6.     Financial Covenants .
(a)     Consolidated Leverage Ratio . The Borrower shall not permit the Consolidated Leverage Ratio as at the end of any fiscal quarter of the Borrower (commencing with the first such fiscal quarter that begins on a date after the Closing Date) to exceed 7.00:1.00.
(b)     Consolidated Interest Coverage Ratio . The Borrower shall not permit the Consolidated Interest Coverage Ratio for any period of four consecutive fiscal quarters of the Borrower ending on the last day of any fiscal quarter of the Borrower (commencing with the first such fiscal quarter that begins after the Closing Date) to be less than 1.50:1.00.
SECTION 7
Events of Default
7.1.     Events of Default .
If any of the following events shall occur and be continuing:
(a)    The Borrower shall fail to (i) pay any principal of any Loan under this Agreement, including, without limitation, pursuant to Section 2.14 hereof, when due in accordance with the terms thereof or hereof or to reimburse the Fronting Bank in accordance with Section 2.5(d) or (ii) pay any interest on any Note or under this Agreement, or any other amount payable hereunder or under any other Loan Document (including any fees payable under Section 2.23 ), in each case within five (5) Business Days after any such interest or other amount becomes due in accordance with the terms thereof or hereof; or

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(b)    Any representation or warranty made or deemed made by any Loan Party herein or in any other Loan Document or which is contained in any certificate, document or financial or other statement required to be furnished by a Loan Party at any time under or in connection with this Agreement or any other Loan Document shall prove to have been incorrect in any material respect on or as of the date made or deemed made; or
(c)    any Loan Party shall default in the observance or performance of any agreement contained in Section 6 of this Agreement; or
(d)    any Loan Party shall default in the observance or performance of any other agreement contained in this Agreement or any other Loan Document (other than as provided in paragraphs (a) through (c) of this Section 7 ), and such default shall continue unremedied for a period of forty-five (45) days after notice to the Borrower from the Administrative Agent or the Required Lenders; or
(e)    the Borrower or any Guarantor that is a Significant Subsidiary shall (A) default in making any payment of any principal of any Indebtedness (excluding the Loans) on the scheduled or original due date with respect thereto; or (B) default in making any payment of any interest on any such Indebtedness beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created; or (C) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required (but after the expiration of all grace periods applicable thereto), such Indebtedness to become due prior to its stated maturity, provided that this clause (C) shall not apply to Indebtedness that becomes due solely as a result of the voluntary sale or transfer of property or assets to the extent such sale or transfer is permitted by the terms of such Indebtedness; provided , that a default, event or condition described in clause (A), (B) or (C) of this paragraph (e) shall not at any time constitute an Event of Default unless, at such time, one or more defaults, events or conditions of the type described in clauses (A), (B) and (C) of this paragraph (e) shall have occurred and be continuing with respect to Indebtedness the outstanding principal amount of which exceeds in the aggregate $100,000,000 or
(f)    (i) the Borrower or any Guarantor that is a Significant Subsidiary shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or the Borrower or any Guarantor that is a Significant Subsidiary shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against the Borrower or any Guarantor that is a Significant Subsidiary any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed or undischarged for a period of 60 consecutive days; or (iii) there shall be commenced against the Borrower or any Guarantor that is a Significant Subsidiary any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) the Borrower or any Guarantor that is a Significant Subsidiary shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) the Borrower or any Guarantor that is a Significant Subsidiary shall generally not pay its debts as they become due; or
(g)    one or more judgments or decrees shall be entered against the Borrower or any Guarantor that is a Significant Subsidiary involving in the aggregate a liability (not paid or fully covered by insurance as to which the relevant insurance company has acknowledged coverage) of $100,000,000 or more, and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 60 days from the entry thereof (except any such judgment or decree in respect of the CalGen Makewhole Payment shall not be counted as a judgment or decree for purposes of this clause (g)); or

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(h)    (i) Any Person shall engage in any “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan; (ii) any failure to meet the minimum funding standard of Section 430 of the Code or Section 303 of ERISA, whether or not waived, shall exist with respect to any Plan or any Lien in favor of the PBGC or a Plan shall arise on the assets of any Loan Party or any Commonly Controlled Entity; (iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, pursuant to Section 4042 of ERISA to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is likely to result in the termination of such Plan for purposes of Title IV of ERISA; (iv) any Single Employer Plan shall terminate for purposes of Title IV of ERISA and (v) any Loan Party or any Commonly Controlled Entity shall incur any liability in connection with a withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan; and in each case in clauses (i) through (v) above, such event or condition, together with all other such events or conditions, if any, would reasonably be expected to have a Material Adverse Effect; or
(i)    any of the Security Documents shall cease, for any reason, to be in full force and effect (other than in accordance with its terms) with respect to Collateral with a book value greater than $50,000,000, or any Loan Party shall so assert, or any Lien (affecting Collateral with a book value greater than $50,000,000) created by any of the Security Documents shall cease to be enforceable and of the same effect and priority purported to be created thereby (other than, in each case, pursuant to a failure of the Administrative Agent, the Collateral Agent, any other agent appointed by the Administrative Agent, the Collateral Agent or the Lenders to take any action within the sole control of such Person) (it being understood that the release of Collateral from the Security Documents or the discharge of a Guarantor therefrom shall not be construed (x) as any of the Security Documents ceasing to be in full force and effect or (y) as any of the Liens created thereunder ceasing to be enforceable or of the same priority and effect purported to be created thereby); or
(j)    the guarantee of any Guarantor with a book value greater than $50,000,000 contained in Section 2 of the Guarantee and Collateral Agreement shall cease, for any reason, to be in full force and effect (other than in accordance with its terms) or any Loan Party shall so assert (it being understood that the discharge of a Guarantor from the Guarantee and Collateral Agreement shall not be construed as the Guarantee and Collateral Agreement ceasing to be in full force and effect); or
(k)    the Lien subordination provisions in favor of the Lenders or any other provision of the Collateral Agency and Intercreditor Agreement shall cease for any reason to be valid (other than by its express terms) and, in the case of any provision of the Collateral Agency and Intercreditor Agreement other than the Lien subordination provisions in favor of the Lenders, the result thereof is that the interests of the Lenders are materially and adversely affected, or any Loan Party shall assert in writing that the Lien subordination provisions or any such other provision of the Collateral Agency and Intercreditor Agreement shall not for any reason be valid (other than by its express terms) ; or
(l)    there shall occur a Change of Control;
then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of paragraph (f) above with respect to the Borrower, automatically the Revolving Commitments shall immediately terminate and the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (including all amounts of Letter of Credit Outstandings, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) shall immediately become due and payable, and (B) if such event is any other Event of Default, either or both of the following actions may be taken: (i) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower declare the Revolving Commitments to be terminated forthwith, whereupon the Revolving Commitments shall immediately terminate; and (ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower, declare the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents (including all amounts of Letter of Credit Outstandings, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) to be due and payable forthwith, whereupon the same shall immediately become due and payable. With respect to all Letters of Credit with respect to which presentment for honor shall not have occurred at the time of an acceleration pursuant to this paragraph, the Borrower shall at such time deposit in a cash collateral account opened by the Administrative Agent an amount equal to the

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Dollar Equivalent, using the Exchange Rate, of the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such cash collateral account shall be applied by the Administrative Agent to the payment of drawings under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of the Borrower hereunder and under the other Loan Documents. After all such Letters of Credit shall have expired (without any pending drawing) or been fully drawn upon, all Letter of Credit Outstandings shall have been satisfied and all other obligations of the Borrower hereunder and under the other Loan Documents shall have been paid in full, the balance, if any, in such cash collateral account shall be returned to the Borrower (or such other Person as may be lawfully entitled thereto). Except as expressly provided above in this Section 7 , presentment, demand, protest and all other notices of any kind are hereby expressly waived by the Borrower.
SECTION 8
The Agents
8.1.     Appointment . Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Each Lender hereby irrevocably designates and appoints the Collateral Agent as the agent of such Lender under this Agreement and the other Loan Documents, and each such Lender irrevocably authorizes the Collateral Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, none of the Administrative Agent and the Collateral Agent shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent or the Collateral Agent.
8.2.     Delegation of Duties . Each of the Administrative Agent and the Collateral Agent may execute any of their duties under this Agreement and the other Loan Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. None of the Administrative Agent and the Collateral Agent shall be responsible for the negligence or misconduct of any agents or attorneys in fact selected by it with reasonable care.
8.3.     Exculpatory Provisions . Neither any Agent nor any of their respective officers, directors, employees, agents, attorneys in fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party.
8.4.     Reliance by the Administrative Agent . The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, email message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including counsel to the Borrower), independent accountants and other experts reasonably selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless a written notice of assignment,

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negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless the Administrative Agent shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement or any other Loan Document, all Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.
8.5.     Notice of Default . The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default unless it has received written notice from a Lender or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”. In the event that the Administrative Agent receives such a notice, it shall give notice thereof to the Lenders. The Administrative Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders (or, if so specified by this Agreement or any other Loan Document, all Lenders); provided that unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as the Administrative Agent shall deem advisable in the best interests of the Lenders.
8.6.     Non-Reliance on Agents and Other Lenders . Each Lender expressly acknowledges that neither the Agents nor any of their respective officers, directors, employees, agents, attorneys in fact or affiliates have made any representations or warranties to it and that no act by any Agent hereafter taken, including any review of the affairs of a Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any representation or warranty by any Agent to any Lender. Each Lender represents to the Agents that it has, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any affiliate of a Loan Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or affiliates.
8.7.     Indemnification . The Lenders agree to indemnify the Agents and the Fronting Banks in their capacity as such (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective Revolving Commitment Percentage in effect on the date on which indemnification is sought under this Section 8.7 (or, if indemnification is sought after the date upon which the Revolving Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Revolving Commitment Percentage immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent or Fronting Bank, as applicable, in any way relating to or arising out of, the Commitments, Letters of Credit, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent under or in connection with any of the foregoing; provided that no Lender shall be liable for the

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payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent’s or such Fronting Bank’s, as applicable, gross negligence or willful misconduct. The agreements in this Section 8.7 shall survive the expiration or cancellation of all Letters of Credit and the payment of the Loans and all other amounts payable hereunder.
8.8.     Agent in Its Individual Capacity . Each Agent and its affiliates may make loans to, accept deposits from and generally engage in any kind of business with any Loan Party as though such Agent were not an Agent. With respect to its Loans made or renewed by it and with respect to any Letter of Credit issued or participated in by it, each Agent shall have the same rights and powers under this Agreement and the other Loan Documents as any Lender and may exercise the same as though it were not an Agent, and the terms “Lender” and “Lenders” shall include each Agent in its individual capacity.
8.9.     Successor Administrative Agent . The Administrative Agent may resign as Administrative Agent upon ten (10) days’ notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which successor agent shall be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as an Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as an Administrative Agent by the date that is ten (10) days following the retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After the retiring Administrative Agent’s resignation, the provisions of this Section 8 and Section 9.5 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents. For the avoidance of doubt, GS Bank, as a resigning Administrative Agent effective as of the Administrative Agent Succession Effective Date, shall be entitled to all the benefits of this Section 8 and Section 9.5 as in effect on the Amendment No. 3 Effective Date as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.
8.10.     The Syndication Agent and the Documentation Agents . The Syndication Agent and the Documentation Agents shall not have any duties or responsibilities hereunder in their capacity as such or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Syndication Agent and the Documentation Agents.
8.11.     Collateral Security . The Collateral Agent will hold, administer and manage any Collateral pledged from time to time hereunder either in its own name or as Collateral Agent, but each Lender and each Fronting Bank shall hold a direct, undivided pro rata beneficial interest therein, on the basis of its proportionate interest in the secured obligations, by reason of and as evidenced by this Agreement and the other Loan Documents, subject to the priority of payments referenced in Section 6.5 of the Guarantee and Collateral Agreement and subject to the terms of the Collateral Agency and Intercreditor Agreement.
8.12.     Enforcement by the Administrative Agent and Collateral Agent . All rights of action under this Agreement and under the Notes and all rights to the Collateral hereunder may be enforced by the Administrative Agent and the Collateral Agent and any suit or proceeding instituted by the Administrative Agent or the Collateral Agent in furtherance of such enforcement shall be brought in its name as Administrative Agent or Collateral Agent without the necessity of joining as plaintiffs or defendants any other Lenders or any Fronting Banks, and the recovery of any judgment shall be for the benefit of Lenders and the Fronting Banks subject to the expenses of the Administrative Agent and the Collateral Agent.
8.13.     Withholding Tax . To the extent required by any applicable law, the Administrative Agent may deduct or withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If the Internal Revenue

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Service or any other authority of the United States or other jurisdiction asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender for any reason (including, without limitation, because the appropriate form was not delivered or not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of withholding Tax ineffective), such Lender shall indemnify and hold harmless the Agents (to the extent that the Administrative Agent has not already been reimbursed by the Borrower pursuant to Sections 2.18 and 2.19 and without limiting or expanding the obligation of the Borrower to do so) fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, together with all expenses incurred, including legal expenses and any out-of-pocket expenses, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this Section 8.13 . The agreements in this Section 8.13 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the repayment, satisfaction or discharge of all other Obligations. For purposes of this Section 8.13 , the term “Lender” shall include any Fronting Bank and any Swingline Lender.
8.14.      Collateral Agent. All provisions of this Article VIII applicable to the Administrative Agent shall apply to the Collateral Agent and the Collateral Agent shall be entitled to all the benefits and indemnities applicable to the Administrative Agent under this Agreement. In the event of a resignation by GSCP as Collateral Agent pursuant to Section 6.1 of the Collateral Agency and Intercreditor Agreement, after GSCP’s resignation as Collateral Agent, the provisions of this Section 8 and Section 9.5 as in effect on the Amendment No. 3 Effective Date shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement and the other Loan Documents.
SECTION 9
Miscellaneous
9.1.     Amendments and Waivers .
(a)    None of this Agreement, any Note, any other Loan Document, nor any terms hereof or thereof may be amended, supplemented or modified except in accordance with the provisions of this Section 9.1 . The Required Lenders and each Loan Party party to the relevant Loan Document may, or, with the written consent of the Required Lenders, the Administrative Agent and each Loan Party party to the relevant Loan Document may, from time to time, (I) enter into written amendments, supplements or modifications hereto or to the other Loan Documents for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Lenders or of the Loan Parties hereunder or thereunder or (II) waive, on such terms and conditions as the Required Lenders or the Administrative Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences; provided , however , that no such waiver and no such amendment, supplement or modification shall (A)(i) forgive the principal amount or extend the final scheduled date of maturity of any Loan or Letter of Credit reimbursement obligation, (ii) reduce the stated rate of any interest or fee payable hereunder (except (x) in connection with the waiver of applicability of any post-default increase in interest rates (which waiver shall be effective with the consent of the Required Lenders) and (y) that any amendment or modification of defined terms used in the financial covenants in this Agreement shall not constitute a reduction in the rate of interest or fees for purposes of this clause (A)) or extend the scheduled date of any payment thereof, (iii) increase the amount or extend the expiration date of any Lender’s Revolving Commitment (it being understood that a waiver of any Event of Default or Default shall not be deemed to be an increase in the amount of any Lender’s Revolving Commitments), or (iv) release all or substantially all of the Collateral for the Obligations or release all or substantially all of the Guarantors (except, in either case, as expressly permitted by the Loan Documents), in each case without the written consent of each Lender and each Fronting Bank directly affected thereby, (B) without the written consent of the Swingline Lender, amend, modify or waive any provision of Section 2.3 or 2.4 ; (C) without the consent of all the Lenders, (i) amend, modify or waive any provision of this Section 9.1(a) or any other provision of any Section hereof expressly requiring the consent of all the Lenders (except, in either case, for technical amendments with respect to additional extensions of credit

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pursuant to this Agreement which afford protections to such additional extensions of credit of the type provided to the Revolving Commitments on the Closing Date), or (ii) reduce the percentage specified in or otherwise change the definition of Required Lenders (it being understood that, with the consent of the Required Lenders or as otherwise permitted hereunder, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the extensions of Revolving Commitments are included on the Closing Date), or (iii) change Section 2.17 in a manner that would alter the pro rata sharing of payments required thereby (other than as permitted thereby or by Section 9.1(b)), (D) amend, modify or waive any provision of (i) Sections 2.5 through 2.7 or any other provision of this Agreement or the other Loan Documents which affect the rights, duties or obligations of any Fronting Bank without the written consent of such Fronting Bank, including the definitions of “Fronting Bank” and “Fronting Bank Sublimit”, or (ii) Section 8 or any other provision of this Agreement or the other Loan Documents, which affects, the rights, duties or obligations of the Administrative Agent without the written consent of the Administrative Agent and (E) require consent of any Person to an amendment to this Agreement made pursuant to (x) Section 2.25 other than the Borrower, the Guarantors, each Lender agreeing to provide a commitment to such Incremental Revolving Loans, each Additional Lender with respect thereto and the Administrative Agent or (y) Section 2.27 other than the Borrower and each Lender participating in the respective Extension. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Loan Parties, the Lenders, the Administrative Agent and all future holders of the Loans. In the case of any waiver, the Loan Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under any other Loan Documents, and any Default or Event of Default waived shall be deemed to have not occurred or to be cured and not continuing, as the parties may agree; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon.
(b)    Notwithstanding the foregoing, (A) this Agreement may be amended (or amended and restated) with the written consent of the Borrower and the institutions providing each Refinancing Revolving Facility (as defined below) (a) to add one or more additional credit facilities to this Agreement for the purpose of refinancing or replacing any and all of the Loans and Revolving Commitments hereunder (each a “Refinancing Revolving Facility”) and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents and Revolving Extensions of Credit and the accrued interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders; provided that (i) no Default or Event of Default then exists or would result therefrom, (ii) any Refinancing Revolving Facility does not mature prior to the maturity date of the Loans and Revolving Commitments being refinanced and (iii) the other terms and conditions of such Refinancing Revolving Facility (excluding pricing and optional prepayment and redemption terms) are substantially identical to, or (taken as a whole) are no more favorable to the Lenders providing such Refinancing Revolving Facility than, those applicable to the Revolving Commitments being refinanced (except for covenants or other provisions applicable only to periods after the latest Termination Date of the Revolving Commitments existing at the time of such refinancing) and (B) this Agreement may be amended (or amended and restated) as, and to the extent, contemplated by Sections 2.25 and 2.27 .
(c)    Notwithstanding anything to the contrary contained in this Section 9.1 , if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error or omission of a technical or immaterial nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Document if the same is not objected to in writing by the Required Lenders within ten (10) Business Days following receipt of notice thereof. Notwithstanding anything to the contrary in this Agreement or the other Loan Documents, the Administrative Agent and the Collateral Agent are each hereby irrevocably authorized by each Lender (and each such Lender expressly consents), without any further action or the consent of any other party to any Loan Document, to make any technical amendments to the Guarantee and Collateral Agreement to correct any cross-references therein to any provision of this Agreement that may be necessary in order to properly reflect the amendments made to this Agreement (as this Agreement has been amended and restated on the Closing Date).
(d)    Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments, waivers and consents hereunder and the Revolving Commitment and the outstanding Revolving Loans or other extensions of credit of such

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Lender hereunder will not be taken into account in determining whether the Required Lenders or all of the Lenders, as required, have approved any such amendment, waiver or consent (and the definition of “Required Lenders” will automatically be deemed modified accordingly for the duration of such period); provided that any such amendment or waiver that would increase or extend the term of the Revolving Commitment of such Defaulting Lender, extend the date fixed for the payment of principal at final maturity or interest owing, or fees or other amounts due to such Defaulting Lender hereunder, reduce the principal amount of any obligation owing to such Defaulting Lender, reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable to such Defaulting Lender hereunder (excluding, in either case, the waiver of the applicability of any post-default increase in interest rates or fees), or alter the terms of this proviso, will require the consent of such Defaulting Lender.
9.2.     Notices .
(a)    All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including by telecopy), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when received, addressed as follows in the case of the Loan Parties and the Administrative Agent, and as set forth in the administrative questionnaire delivered to the Administrative Agent in the case of the Lenders, or to such other address as may be hereafter notified by the respective parties hereto and any future holders of the Notes:
The Borrower and the Guarantors:
Calpine Corporation
717 Texas Avenue
Suite 1000
Houston, TX 77002
Attention: Chief Legal Officer
Telecopier No.: 832-325-4508
with copies (which shall not constitute notice) to:

717 Texas Avenue
Suite 1000
Houston, TX 77002
Attention: Associate General Counsel
Telecopier No.: 713-830-8751
The Administrative Agent (prior to the Administrative Agent Succession Effective Date) and Swingline Lender:    
Goldman Sachs Bank USA
c/o Goldman, Sachs & Co.
30 Hudson Street, 17th Floor
Jersey City, NJ 07302
Attention: SBD Operations
Attention:
Telecopier No.:
with copies (which shall not constitute notice) to:

Cahill Gordon & Reindel LLP
80 Pine Street
New York, NY 10005
Attention: Noah Newitz, Esq.
Telecopier No.: 212-378-2548

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The Administrative Agent (on and after the Administrative Agent Succession Effective Date):                    
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
E-mail: Lblat@us.mufg.jp ; Agencydesk@us.mufg.jp
The Collateral Agent (on and after the Collateral Agent Succession Effective Date):
MUFG Union Bank, N.A.
Attn: Corporate Trust Department
350 California Street, 11th Floor
San Francisco, CA 94104

with copies (which shall not constitute notice) to:

Cahill Gordon & Reindel LLP
80 Pine Street
New York, NY 10005
Attention: Noah Newitz, Esq.
Telecopier No.: 212-378-2548
Fronting Bank:
Letters of Credit
Royal Bank of Canada
200 Vesey Street
New York, NY 10281
Telecopier No.: (212) 428-3015

Fronting Bank:
MUFG, Union Bank, N.A.
1980 Saturn Street
Monterey Park, CA 91755
Trade Service Operations , MC V02-906
Telecopier No.: 323-720-2773

Fronting Bank:
BNP Paribas
E-mail: LOAN.BOOK@us.bnpparibas.com
Telecopier No.: 514-285-6042
Attention: Quan Lai

Fronting Bank:
Deutsche Bank AG New York Branch
60 Wall Street, 25th Floor
New York, New York 10005
Attention: Jack Leong
Telecopier No.: 212-797-0304
with a copy to (which shall not constitute notice):
Deutsche Bank AG New York Branch
60 Wall Street, 25th Floor
New York, New York 10005
Attention: Lynn Nicaretta
Telecopier No.: 212-797-0780

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Fronting Bank:
Union Bank, N.A.
1980 Saturn Street
Monterey Park, CA 91755
Trade Service Operations
Telecopier No.: 323-720-2773
(b)    Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communications (including e-mail and Internet or intranet websites, including the Platform) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Sections 2.2 , 2.3 , 2.5 , 2.6 , 2.8(e) , 2.11-2.13 , 2.15 , 2.20 , 2.25 , and 2.27(d) unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.
(c)    Each Fronting Bank may rely upon any notice or other communication of any nature (written, electronic or oral, including telephone conversations and transmissions through such Fronting Bank's remote access system, whether or not such notice or other communication is made in a manner permitted or required by this Agreement or any other Loan Document) purportedly made by or on behalf of the proper party or parties, and such Fronting Bank shall not have any duty to verify the identity or authority of any Person giving such notice or other communication. Whenever any Fronting Bank shall deem it necessary or desirable that a matter be proved or established with respect to the Borrower, the Administrative Agent, or any Lender, such matter may be established by a certificate of the Borrower, the Administrative Agent, or such Lender, as the case may be, and each Fronting Bank may conclusively rely upon such certificate. No Fronting Bank shall be deemed to have any knowledge or notice of the occurrence of any Default unless such Fronting Bank has received notice from the Administrative Agent or the Required Lenders referring to this Agreement, describing such Default, and stating that such notice is a "notice of default".
(d)    Each of the Loan Parties understands that the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution and agrees and assumes the risks associated with such electronic distribution, except to the extent caused by the willful misconduct or gross negligence of the Administrative Agent, as determined by a final, non-appealable judgment of a court of competent jurisdiction.
(e)    The Platform and any Approved Electronic Communications are provided “as is” and “as available”. None of the Agents or any of their respective officers, directors, employees, agents, advisors or representatives warrant the accuracy, adequacy, or completeness of the Approved Electronic Communications or the Platform and each expressly disclaims liability for errors or omissions in the Platform and the Approved Electronic Communications. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects is made by any of the Agents or any of their respective officers, directors, employees, agents, advisors or representatives in connection with the Platform or the Approved Electronic Communications.
(f)    Each of the Loan Parties, the Lenders and the Agents agree that Administrative Agent may, but shall not be obligated to, store any Approved Electronic Communications on the Platform in accordance with the Administrative Agent’s customary document retention procedures and policies.
9.3.     No Waiver; Cumulative Remedies . No failure to exercise and no delay in exercising, on the part of the Administrative Agent or any Lender, any right, remedy, power or privilege hereunder or under the other Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies,

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powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.
9.4.     Survival of Representations and Warranties . All representations and warranties made hereunder, in the other Loan Documents and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement and the making of the Loans and the other extensions of credit hereunder.
9.5.     Payment of Expenses and Taxes . The Borrower agrees (a) to pay or reimburse each of the Administrative Agent, each Fronting Bank and the Collateral Agent for all its reasonable out-of-pocket costs and expenses reasonably incurred in connection with (i) the development, negotiation, preparation, execution and delivery of this Agreement, the Notes , the Letters of Credit and any other documents prepared in connection herewith or therewith, including any amendment, supplement or modification to any of the foregoing and (ii) the consummation and administration of the transactions contemplated hereby and thereby, and the reasonable fees and disbursements of one counsel to the Administrative Agent, the Collateral Agent and the Joint Lead Arrangers, taken as a whole (and, to the extent necessary, one local counsel in each relevant jurisdiction for all such entities, taken as a whole and, solely in the case of an actual or potential conflict of interest, one additional local counsel in each relevant jurisdiction to the affected entities similarly situated, taken as a whole), and security interest filing and recording fees and expenses, (b) to pay or reimburse the Administrative Agent, the Collateral Agent, each Fronting Bank and each Lender for all its reasonable costs and expenses reasonably incurred in connection with the enforcement or preservation of any rights under this Agreement, the Notes, the Letters of Credit, the other Loan Documents and any such other documents following the occurrence and during the continuance of an Event of Default, including without limitation, the reasonable fees and disbursements of one counsel to the Administrative Agent, the Collateral Agent, the Fronting Banks and the Lenders and each of their respective affiliates, taken as a whole (and, to the extent reasonably necessary, one local counsel in each relevant jurisdiction for all such entities, taken as a whole, and, solely in the case of an actual or potential conflict of interest, one additional local counsel in each relevant jurisdiction to the affected entities similarly situated, taken as a whole), (c) to pay, and indemnify and hold harmless each Lender, each Joint Lead Arranger, each Documentation Agent, the Syndication Agent, the Collateral Agent, each Fronting Bank and the Administrative Agent from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the Notes, the Letters of Credit, the other Loan Documents and any such other documents (without duplication to payments made pursuant to Section 2.19 ) and (d) to pay, and indemnify and hold harmless each Lender, each Joint Lead Arranger, the Collateral Agent, the Syndication Agent, each Documentation Agent, each Fronting Bank, the Administrative Agent and each of their respective Affiliates, directors, officers, employees, representatives, partners and agents (each, an “ Indemnitee ”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance, preservation of rights and administration of this Agreement, the Notes, the Letters of Credit, the other Loan Documents or the use of the proceeds of the Extensions of Credit, including without limitation, arising out of any demand for payment, other presentation, or request under any Letter of Credit or transactions supported by any Letter of Credit or any of the foregoing relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Loan Parties or any of their respective properties and the reasonable fees and expenses of one legal counsel for the Indemnitees taken as a whole in connection with claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document (all the foregoing in this clause (d), collectively, the “ indemnified liabilities ”), provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to indemnified liabilities to the extent (x) determined by the final judgment of a court of competent jurisdiction to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee or any of such Indemnitee’s Related Persons, (y) resulting from a material breach by such Indemnitee or any of such Indemnitee’s Related Persons of its material obligations under this Agreement or the other Loan Documents or (z) related to any dispute solely among Indemnitees other than any claims against any Indemnitee in its capacity or in fulfilling its role as an Agent, a Joint Lead Arranger or any similar role under this Agreement and the other Loan Documents and other than any claims involving any act or omission on the part of the Borrower or its Subsidiaries; provided , further , that the Borrower shall in no event be responsible for consequential, indirect, special or punitive damages to any Indemnitee pursuant to this Section 9.5 except such consequential, indirect, special or punitive damages required to be paid by such Indemnitee in respect of any indemnified liabilities. Without limiting the foregoing, and to the extent permitted by

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applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against any Indemnitee. To the extent permitted by applicable law, no Loan Party nor any of their respective Subsidiaries shall assert, and each Loan Party hereby waives, on behalf of itself and its Subsidiaries, any claim against each Lender, the Fronting Bank, each Documentation Agent, the Syndication Agent, each Joint Lead Arranger, each Agent and their respective affiliates, directors, officers, employees, attorneys, representatives, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Loan Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and each Loan Party hereby waives, releases and agrees, on behalf of themselves and each of their respective Subsidiaries, not to sue upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. All amounts due under this Section 9.5 shall be payable not later than 10 days after written demand therefor. Statements payable by the Borrower pursuant to this Section 9.5 shall be submitted to the Treasurer of the Borrower (Telecopy No. 713-353-9144), at the address of the Borrower set forth in Section 9.2 (with copies (which shall not constitute notice) to the Associate General Counsel of the Borrower at the respective addresses set forth in Section 9.2 ), or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section shall survive repayment of the Loans and all other amounts payable hereunder.
9.6.     Successors and Assigns; Participations .
(a)    The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any affiliate of the Fronting Bank that issues any Letter of Credit), except that (i) unless otherwise permitted by Section 6.3 hereof, the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section.
(b)    (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees (each, an “ Assignee ”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Commitments and the Loans at the time owing to it) with the prior written consent of:
(A)    the Borrower (such consent not to be unreasonably withheld, delayed or conditioned), provided that no consent of the Borrower shall be required for an assignment to a Lender, an affiliate of a Lender, an Approved Fund (as defined below) or, if an Event of Default under Section 7(a) or Section 7(f) (in the case of the Borrower only) has occurred and is continuing, any other Person;
(B)    the Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned), provided that no consent of the Administrative Agent shall be required for an assignment to a Lender, an affiliate of a Lender or an Approved Fund;
(C)    each Fronting Bank (such consent not to be unreasonably withheld, delayed or conditioned); and
(D)    the Swingline Lender (such consent not to be unreasonably withheld, delayed or conditioned).
(ii)    Assignments shall be subject to the following additional conditions:

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(A)    except in the case of an assignment to a Lender, an affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Revolving Commitments or Loans, the amount of the Revolving Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that (1) no such consent of the Borrower shall be required if an Event of Default under Section 7(a) or Section 7(f) (in the case of the Borrower only) has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if any;
(B)    (1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500 (although the Borrower shall not be responsible for the payment of the recordation fee unless the Borrower has chosen to replace a Lender pursuant to Section 2.26 hereof) and (2) the assigning Lender shall have paid in full any amounts owing by it to the Administrative Agent; and
(C)    the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its Affiliates and their related parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.
(D)    Notwithstanding anything else in this Section 9.6 to the contrary, none of the Loan Parties, their respective Affiliates or any natural person shall be an Assignee hereunder.
For the purposes of this Section 9.6 , “ Approved Fund ” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an affiliate of a Lender or (c) an entity or an affiliate of an entity that administers or manages a Lender.
(iii)    Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) below, from and after the effective date specified in each Assignment and Acceptance the Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.18 , 2.19 , 2.20 and 9.5 for the period of time in which it was a Lender hereunder. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.6 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.
(iv)    The Administrative Agent, acting solely for this purpose as an a non-fiduciary agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Revolving Commitments of, and principal amount (and interest amounts) of the Loans and Letter of Credit Outstandings owing to, each Lender pursuant to the terms hereof from time to time (the “ Register ”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent, the Fronting Banks and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. Any assignment of any Loan shall be effective only upon appropriate entries with respect thereto being made in the Register.

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(v)    Upon its receipt of an Assignment and Acceptance (executed via an electronic settlement system acceptable to the Administrative Agent (or, if previously agreed with the Administrative Agent, manually)), by a transferor Lender and an Assignee, as the case may be, (and, in the case of an Assignee that is not then a Lender, by the Administrative Agent, the Fronting Bank, the Swingline Lender and the Borrower to the extent required under paragraph (c) above) together with payment to the Administrative Agent by the transferor Lender or the Assignee of a recordation and processing fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Administrative Agent), the Administrative Agent shall (i) promptly accept such Assignment and Acceptance, (ii) on the effective date of such transfer determined pursuant thereto record the information contained therein in the Register and (iii) give notice of such acceptance and recordation to the transferor Lender, the Assignee and the Borrower.
(c)     Any Lender may, without the consent of the Borrower or , the Administrative Agent, the Swingline Lender or any Fronting Bank, sell participations to one or more banks or other entities (a “ Participant ”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Revolving Commitments and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent, any Fronting Bank and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and any other Loan Document or to otherwise exercise its voting righting rights under this Agreement and any other Loan Document; provided that such agreement may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly affected thereby pursuant to the proviso to the second sentence of Section 9.1(a) and (2) directly affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.18 , 2.19 and 2.20 (subject to the requirements and limitations of such sections) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.7(b) as though it were a Lender, provided such Participant shall be subject to Section 9.7(a) as though it were a Lender.
(i)    A Participant shall not be entitled to receive any greater payment under Section 2.18 , 2.19 or 2.20 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, except to the extent that any entitlement to a greater payment results from a change in any Requirement of Law arising after such Participant became a Participant.
(ii)    Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and related interest amounts) of each participant’s interest in the Loans or other obligations under this Agreement (the “ Participant Register ”). The entries in the Participant Register shall be conclusive, absent manifest error, and such Lender shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary ; provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations .
(d)    Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or Assignee for such Lender as a party hereto.

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(e)    Subject to Section 9.15 , the Borrower authorizes each Lender to disclose to any Transferee and any prospective Transferee (in each case which agrees to comply with the provisions of Section 9.15 or confidentiality requirements no less restrictive on such prospective transferee than those set forth in Section 9.15 ) any and all financial information in such Lender’s possession concerning the Borrower and its Affiliates which has been delivered to such Lender by or on behalf of the Borrower pursuant to this Agreement or any other Loan Document or which has been delivered to such Lender by or on behalf of the Borrower in connection with such Lender’s credit evaluation of the Borrower and its Affiliates prior to becoming a party to this Agreement.
(f)    Each Fronting Bank may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Fronting Bank, and the successor Fronting Bank. The Administrative Agent shall notify the Lenders of any such replacement of any Fronting Bank. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Fronting Bank, including pursuant to Section 2.23 and after the effective date of any such replacement, (i) the successor Fronting Bank shall have all the rights and obligations of the replaced Fronting Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term "Fronting Bank" shall be deemed to refer to such successor or to any previous Fronting Bank, or to such successor and all previous Fronting Banks, as the context shall require. After the replacement of a Fronting Bank hereunder, the replaced Fronting Bank shall remain a party hereto and shall continue to have all the rights and obligations of a Fronting Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.
9.7.     Adjustments; Setoff .
(a)    Except to the extent that this Agreement, any other Loan Document or a court order expressly provides or permits for payments to be allocated to a particular Lender or to the Lenders, if any Lender (a “ Benefited Lender ”) shall receive any payment of all or part of the Obligations owing to it (other than in connection with an assignment or participation made pursuant to Section 9.6 ), or receive any collateral in respect thereof (whether voluntarily or involuntarily, by setoff, pursuant to events or proceedings of the nature referred to in Section 7(f) , or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender, such Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of the Obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral ratably with each of the Lenders; provided that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. Notwithstanding anything to the contrary contained in this Section 9.7(a) , no extension of Revolving Commitments and Revolving Loans that is permitted under Section 2.27 , shall constitute a payment of any of such Revolving Loans for purposes of this Section 9.7 .
(b)    In addition to any rights and remedies of the Lenders provided by law and subject to the terms of the Guarantee and Collateral Agreement, each Lender shall have the right, without notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable law, upon any Obligations becoming due and payable by the Borrower (whether at the stated maturity, by acceleration or otherwise), to apply to the payment of such Obligations, by setoff or otherwise, any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender, any affiliate thereof or any of their respective branches or agencies to or for the credit or the account of the Borrower. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such application made by such Lender, provided that the failure to give such notice shall not affect the validity of such application.
9.8.     Counterparts . This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile or email transmission shall be effective as delivery of a manually executed counterpart hereof.

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9.9.     Severability . Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
9.10.     Integration . This Agreement and the other Loan Documents represent the entire agreement of the Borrower, the Administrative Agent and the Lenders with respect to the subject matter hereof and thereof (other than the provisions of the Commitment Letter that expressly survive pursuant to the terms thereof), and there are no promises, undertakings, representations or warranties by the Administrative Agent or any Lender relative to the subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents (other than the provisions of the Commitment Letter that expressly survive pursuant to the terms thereof).
9.11.     GOVERNING LAW . THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
9.12.     Submission To Jurisdiction; Waivers .
(a)    Subject to clause (b)(iii) of this Section 9.12 , each party hereto hereby irrevocably and unconditionally submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the courts of the State of New York, the courts of the United States for the Southern District of New York, and appellate courts from any thereof, in each case that are located in the Borough of Manhattan, The City of New York;
(b)    The Borrower hereby irrevocably and unconditionally:
(i)    agrees that any such action or proceeding shall be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;
(ii)    agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the Borrower at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto;
(iii)    agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right of any Agent, Joint Lead Arranger, Fronting Bank, Swingline Lender or Lender to sue in any other jurisdiction; and
(iv)    waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or consequential damages.
9.13.     Acknowledgements . The Borrower hereby acknowledges that:
(a)    it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents;
(b)    notwithstanding the provisions of this Agreement or any of the other Loan Documents, the Syndication Agent, the Documentation Agents and the Joint Lead Arrangers shall have no powers, duties, responsibilities or liabilities with respect to this Agreement and the other Loan Documents;

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(c)    the Agents, the Joint Lead Arrangers, the Documentation Agents, the Syndication Agent, the Lenders and their Affiliates may have economic interests that conflict with those of the Borrower; and
(d)    no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrower and the Lenders.
9.14.     Releases of Guarantees and Liens .
(a)    Notwithstanding anything to the contrary contained herein or in any other Loan Document, each of the Administrative Agent and the Collateral Agent is hereby irrevocably authorized by each Lender (and each such Lender hereby expressly consents) (without requirement of notice to or consent of any Lender except as expressly required by Section 9.1(a) ) to take any action requested by the Borrower having the effect of releasing any Collateral or Guarantor from its guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to in accordance with Section 9.1(a) , including, in each case and without limitation, any sale, transfer or other disposition of any Collateral or Guarantor, including as a result of any investments of Collateral in non-Guarantor Subsidiaries to the extent not prohibited by the Loan Documents or (ii) under the circumstances described in paragraphs (b) or (c) below (and, upon the consummation of any such transaction in preceding clause (i) or (ii), such Collateral shall be disposed of free and clear of all Liens under the Collateral Documents and/or such Guarantor shall be released from its obligations under the Guarantee and Collateral Agreement).
(b)    Subject to the terms of the Collateral Agency and Intercreditor Agreement, at such time as the Loans, the Letter of Credit Outstandings and the other obligations under the Loan Documents (other than obligations under or in respect of Swap Agreements) shall have been paid in full, the Revolving Commitments have been terminated and no Letters of Credit shall be outstanding, the Collateral shall be released from the Liens created by the Security Documents, and the Security Documents and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Collateral Agent and each Loan Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person.
(c)    Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Lenders hereby agree, and each of the Administrative Agent and the Collateral Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender) to take any action required by the Borrower having the effect of releasing a Guarantor from its guarantee obligations hereunder and as a Grantor under the Security Documents if the CNTA Ratio of the Borrower and the Guarantors, on a pro forma basis after giving effect to such release, is equal to or greater than 1.66 to 1.00 (the “ CNTA Guarantor Release Condition ”); provided however , that prior to any such release, the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer of the Borrower setting forth in reasonable detail the information and calculations reasonably necessary for determining compliance with the CNTA Guarantor Release Condition.
(d)    In connection with any release of Collateral of the type described above in clause (a) or (c) or any other transaction involving Collateral which transaction is not prohibited by the Loan Documents, notwithstanding anything to the contrary contained herein or in any other Loan Document, each of the Administrative Agent and the Collateral Agent is hereby irrevocably authorized by each Lender (and each such Lender hereby expressly consents) (without requirement of notice to or consent of any Lender except as expressly required by Section 9.1 (a) ) to take any action with respect to the Collateral requested by the Borrower to the extent necessary to permit such release or other transaction, including without limitation, directing the Collateral Agent to execute agreements (including, without limitation, with third parties) with respect to any Collateral, upon the delivery to the Administrative Agent and Collateral Agent of a certificate signed by an officer of the Borrower stating that such action and the release of the Collateral or other transaction, as applicable, is permitted by each Secured Debt Document.
9.15.     Confidentiality . Each Agent, each Joint Lead Arranger, each Documentation Agent, the Syndication Agent, and each Lender agrees to keep confidential all non-public information provided to it by any Loan Party, the Administrative Agent or any Lender pursuant to or in connection with this Agreement; provided that nothing herein shall prevent any Agent, any Joint Lead Arranger, any Documentation Agent, the Syndication Agent or any Lender from disclosing any such information

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(a) to the Administrative Agent, any other Lender or any affiliate thereof (so long as such affiliate agrees to be bound by the provisions of this Section 9.15 ), (b) subject to an agreement to comply with provisions no less restrictive than this Section 9.15 , to any actual or prospective Transferee or any direct or indirect counterparty to any Swap Agreement (or any professional advisor to such counterparty), (c) to its employees, directors, officers, agents, attorneys, accountants, partners and other professional advisors or those of any of its affiliates, (d) upon the request or demand, or in accordance with the requirements (including reporting requirements), of any Governmental Authority having jurisdiction over such Lender, provided that to the extent permitted by law, such Lender shall promptly notify the applicable Loan Party of such disclosure (except with respect to any audit or examination conducted by bank accountants or any governmental bank authority exercising examination or regulatory authority), (e) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law or other legal process, provided that to the extent permitted by law, such Lender shall promptly notify the applicable Loan Party of such disclosure (except with respect to any audit or examination conducted by bank accountants or any governmental bank authority exercising examination or regulatory authority), (f) if requested or required to do so in connection with any litigation or similar proceeding; provided that to the extent permitted by law, such Lender shall promptly notify the applicable Loan Party of such disclosure, (g) to the extent such information has been independently developed by such Lender or that has been publicly disclosed other than in breach of this Agreement, (h) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender, or (i) in connection with the exercise of any remedy hereunder or under any other Loan Document.
Each Lender acknowledges that all information, including requests for waivers and amendments, furnished by the Borrower or the Administrative Agent pursuant to, or in the course of administering this Agreement or the other Loan Documents, will be syndicate-level information, which may (except as provided in the following paragraph) contain material non-public information concerning the Borrower and its Affiliates and their related parties or their respective securities. Accordingly, each Lender confirms to the Borrower and the Administrative Agent that (i) it has developed compliance procedures regarding the use of material non-public information, (ii) it has identified in its administrative questionnaire a credit contact who may receive information that may contain material non-public information in accordance with its compliance procedures and applicable law, including Federal and state securities laws and (iii) it will handle such material non-public information in accordance with those procedures and applicable law, including Federal and state securities laws.
The Borrower acknowledges that certain of the Lenders may be “public-side” Lenders (Lenders that do not wish to receive material non-public information with respect to the Borrower, its subsidiaries or their securities) (each, a “ Public Lender ”) and, if documents required to be delivered pursuant to Sections 5.1 or 5.2 or otherwise are being distributed through the Platform, the Borrower agrees to designate those documents or other information that are suitable for delivery to the Public Lenders as such. Any document that the Borrower has indicated contains non-public information shall not be posted on that portion of the Platform designated for such Public Lenders. If the Borrower has not indicated whether a document delivered pursuant to Sections 5.1 or 5.2 contains non-public information, the Administrative Agent reserves the right to post such document or notice solely on that portion of the Platform designated for Lenders who wish to receive material nonpublic information with respect to the Borrower, its Subsidiaries and their securities. The Borrower acknowledges and agrees that copies of the Loan Documents may be distributed to Public Lenders (unless the Borrower promptly notifies the Administrative Agent that any such document contains material non-public information with respect to the Borrower or its securities).
9.16.     WAIVERS OF JURY TRIAL . THE BORROWER, THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.
9.17.     U.S.A. Patriot Act . Each Lender that is subject to the requirements of the Patriot Act hereby notifies each Loan Party that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of such Loan Party and other information that will allow such Lender to identify such Loan Party in accordance with the Patriot Act. The Borrower shall, and shall cause each of

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its Subsidiaries to, provide, to the extent commercially reasonable, such information and take such actions as are reasonably requested by each Lender and the Administrative Agent to maintain compliance with the Patriot Act.
9.18.     No Fiduciary Duty . Each Agent, each Fronting Bank, each Lender, the Joint Lead Arrangers and their respective Affiliates (collectively, solely for purposes of this paragraph, the “ Lenders ”), may have economic interests that conflict with those of the Borrower, its stockholders and/or its affiliates. The Borrower agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and the Borrower, its stockholders or its affiliates, on the other. The Borrower acknowledges and agrees that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Borrower, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of the Borrower, its stockholders or its affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise the Borrower, its stockholders or its affiliates on other matters) or any other obligation to the Borrower except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of the Borrower, its management, stockholders, creditors or any other Person. The Borrower acknowledges and agrees that the Borrower has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. The Borrower agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Borrower, in connection with such transaction or the process leading thereto.
9.19.     Lien Sharing and Priority Confirmation. Each Lender party to this Agreement, and the Administrative Agent on behalf of the Lenders, hereby agree that:
(a)    all First Lien Obligations will be and are secured equally and ratably by all First Liens at any time granted by the Borrower or any other Grantor to secure any Obligations (as defined in the Collateral Agency and Intercreditor Agreement) in respect of this Agreement and the Loan Documents and the Series of First Lien Debt represented thereby, whether or not upon property otherwise constituting collateral for such Obligations (as defined in the Collateral Agency and Intercreditor Agreement) in respect of this Agreement and the Loan Documents and the Series of First Lien Debt represented thereby and that all such First Liens will be enforceable by the Collateral Agent for the benefit of all holders of First Lien Obligations equally and ratably;
(b)    the Administrative Agent and each of the Lenders in respect of the Obligations (as defined in the Collateral Agency and Intercreditor Agreement) in respect of this Agreement and the Loan Documents and the Series of First Lien Debt represented thereby are bound by the provisions of the Collateral Agency and Intercreditor Agreement, including without limitation (i) the provisions relating to the ranking of First Liens and the order of application of proceeds from enforcement of First Liens and (ii) the provisions of Section 8.22 thereof; and
(c)    the Administrative Agent and each of the Lenders consent to and direct the Collateral Agent to perform the Collateral Agent’s obligations under the Collateral Agency and Intercreditor Agreement and the other Security Documents.
The foregoing provisions of this Section 9.19 are intended for the enforceable benefit of, and will be enforceable as a third party beneficiary by, all holders of each existing and future Series of First Lien Debt, each existing and future First Lien Representative, all holders of each existing and future Series of Second Lien Debt, each existing and future Second Lien Representative and the Collateral Agent.
9.20.     Credit Agreement . The Borrower, the Administrative Agent and the Lenders hereby (i) provide that this Agreement and the other Loan Documents (and the Obligations hereunder and thereunder) shall constitute First Lien Debt for purposes of the Collateral Agency and Intercreditor Agreement and (ii) designate this Agreement as a “Credit Agreement” for purposes of the Collateral Agency and Intercreditor Agreement, the Guarantee and Col-lateral Agreement and the other Loan

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Documents. The Collateral Agent hereby acknowledges that it has received notice as required by the Collateral Agency and Intercreditor Agreement that this Agreement shall constitute a “Credit Agreement” for purposes of the Collateral Agency and Intercreditor Agreement, the Guarantee and Collateral Agreement and the other Loan Documents.
9.21 .     Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Solely to the extent an EEA Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender or Fronting Bank that is an EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:
(a)      the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender or Fronting Bank that is an EEA Financial Institution; and
(b)      the effects of any Bail-in Action on any such liability, including, if applicable:
(i)    a reduction in full or in part or cancellation of any such liability;
(ii)    a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or
(iii)    the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.
[ signature pages follow ]



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IN WITNESS HEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and the year first written.
 
BORROWER:
 
 
 
CALPINE CORPORATION
 
 
 
 
By:
 
 
 
Name:
Title:

S-1




GOLDMAN SACHS BANK USA,
as Administrative Agent
(prior to the Administrative Agent Succession Effective Date) and a Lender
 
By:
 
 
 
Name:
Title:

S-2




THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Administrative Agent (on and after the Administrative Agent Succession Effective Date)
 
By:
 
 
 
Name:
Title:


MUFG UNION BANK, N.A., as Collateral Agent (on and after the Collateral Agent Succession Effective Date) and as a Fronting Bank
 
By:
 
 
 
Name:
Title:

S-3




GOLDMAN SACHS CREDIT PARTNERS L.P.,
as Collateral Agent
(prior to the Collateral Agent Succession Effective Date)
 
By:
 
 
 
Name:
Title:

S-4




THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as a Lender
 
By:
 
 
 
Name:
Title:

S-5




ROYAL BANK OF CANADA, as a Fronting Bank and a Lender
 
By:
 
 
 
Name:
Title:

S-6




BARCLAYS BANK PLC, as a Lender
 
By:
 
 
 
Name:
Title:

S-7




CITBANK, N.A.,
as a Lender
 
By:
 
 
 
Name:
Title:

S-8




CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
as a Lender
 
By:
 
 
 
Name:
Title:
 
By:
 
 
 
Name:
Title:

S-9




MORGAN STANLEY SENIOR FUNDING, INC.,
as a Lender
 
By:
 
 
 
Name:
Title:

MORGAN STANLEY BANK, N.A.,
as a Lender
 
By:
 
 
 
Name:
Title:

S-10




DEUTSCHE BANK AG NEW YORK BRANCH,
as a Fronting Bank and a Lender
 
By:
 
 
 
Name:
Title:
 
By:
 
 
 
Name:
Title:

S-11




JPMORGAN CHASE BANK, N.A., as a Lender
 
By:
 
 
 
Name:
Title:

S-12




ROYAL BANK OF CANADA, as a Lender
 
By:
 
 
 
Name:
Title:

S-13




THE ROYAL BANK OF SCOTLAND PLC, as a Lender
 
By:
 
 
 
Name:
Title:

S-14





UBS AG, STAMFORD BRANCH, as a Lender
 
By:
 
 
 
Name:
Title:
 
By:
 
 
 
Name:
Title:

S-15





BANK OF AMERICA, N.A., as a Lender
 
By:
 
 
 
Name:
Title:

S-16





ING CAPITAL LLC CRÉDIT AGRICOLE CORPORATE & INVESTMENT BANK , as a Lender
 
By:
 
 
 
Name:
Title:
 
By:
 
 
 
Name:
Title:

S-17





UNION BANK, N.A. BNP PARIBAS , as a Fronting Bank and as a Lender
 
By:
 
 
 
Name:
Title:

S-18
 





EXHIBIT B



Schedule 1.1A
Revolving Commitment Amounts
Class A Revolving Commitment Amounts

CLASS A LENDER
CLASS A REVOLVING COMMITMENT AMOUNT
GOLDMAN SACHS BANK USA
$158,300,000


Class B Revolving Commitment Amounts

CLASS B LENDER
CLASS B REVOLVING COMMITMENT AMOUNT
DEUTSCHE BANK AG NEW YORK BRANCH
$170,000,000
MORGAN STANLEY BANK, N.A.
$50,000,000
MORGAN STANLEY SENIOR FUNDING, INC.
$120,000,000
CITIBANK, N.A.
$170,000,000
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
$170,000,000
BANK OF AMERICA, N.A.
$170,000,000
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
$170,000,000
BARCLAYS BANK PLC
$100,000,000
UBS AG, STAMFORD BRANCH
$100,000,000
ROYAL BANK OF CANADA
$100,000,000
CRÉDIT AGRICOLE CORPORATE & INVESTMENT BANK
$100,000,000
BNP PARIBAS
$100,000,000





EXHIBIT C



New Revolving Commitments


Existing Lenders
New Revolving Commitments
DEUTSCHE BANK AG NEW YORK BRANCH
$11,700,000
MORGAN STANLEY SENIOR FUNDING, INC.
$11,700,000
CITIBANK, N.A.
$11,700,000
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
$11,700,000
BANK OF AMERICA, N.A.
$11,700,000
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
$11,700,000
BARCLAYS BANK PLC
$21,620,000
UBS AG, STAMFORD BRANCH
$21,620,000
ROYAL BANK OF CANADA
$21,620,000
CRÉDIT AGRICOLE CORPORATE & INVESTMENT BANK
$21,620,000
BNP PARIBAS
$21,620,000






EXHIBIT D



Schedule 1.1C
Mortgaged Properties

Owner
Real Property Location
Auburndale Peaker Energy Center, LLC
Gas fired power generation facility located at 1501 W. Derby Avenue, Auburndale, FL 33823
Polk County, Florida
Baytown Energy Center, LLC
Gas fired power generation facility located at 8605 FM 1405
Baytown, Texas 77523
Chambers County, Texas
Channel Energy Center, LLC
Gas fired power generation facility located at 12000 Lawndale St., Houston, TX 77017
Harris County, Texas
Corpus Christi Cogeneration, LLC
Gas fired power generation facility located at 3952 Buddy Lawrence Drive
Corpus Christi, TX 78407
Nueces County, Texas
Delta Energy Center, LLC
Gas fired power generation facility located at 1200 Arcy Lane
Pittsburg, CA 94565
Contra Costa County, CA
Freestone Power Generation, LLC
75% undivided interest as tenants in common in Tract 1 and 100% interest in Tract 2 in a gas fired power generation facility located at 1366 FM 488
Fairfield, TX 75840
Freestone County, Texas
Los Medanos Energy Center LLC
Gas fired power generation facility located at 750 East 3 rd
Pittsburg, CA 94565
Contra Costa County, California
Morgan Energy Center, LLC
Gas fired power generation facility located at 1410 Red Hat Road
Decatur, AL 35601
Morgan County, Alabama
Pastoria Energy Facility L.L.C.
Gas fired power generation facility located at 39789 Edmonston Pumping Plant Road
Lebec, CA 93243
Kern County, California
Pine Bluff Energy, LLC
Gas fired power generation facility located at 5301 Fairfield Rd.
Pine Bluff, AR 71601
Jefferson County, Arkansas




Owner
Real Property Location
Zion Energy LLC
Gas fired power generation facility located at 5701 9 th  Street
Zion, IL 60099
Lake County, Illinois
Clear Lake Cogeneration Limited Partnership
Gas fired power generation facility located at 9602 Bayport Road, Pasadena, TX 77507 (Harris County, Texas)
RockGen Energy LLC


Gas fired power generation facility located at 2346 Clearview Road, Cambridge, WI 53523 (Dane County, Wisconsin)
Texas City Cogeneration, LLC


Gas fired power generation facility located at 3221 Fifth Avenue South, Texas City, TX 77590 (Galveston County, Texas)

Unit
Owner
Real Property Location
Unit 1
Aidlin
Geysers Power Company, LLC
Geothermal power generation facility located in Sonoma County, California
Unit 2
Bear Canyon
Geysers Power Company, LLC
Geothermal power generation facility located in Lake County, California
Unit 3
Sonoma (aka SMUDGEO)
Geysers Power Company, LLC
Geothermal power generation facility located in Sonoma County, California
Unit 4
West Ford Flat (Moody Parcel and Thorne Parcel)
Geysers Power Company, LLC
Geothermal power generation facility located in Lake County, California
Units 5&6
McCabe
Geysers Power Company, LLC
Geothermal power generation facility located in Sonoma County, California
Units 7&8
Ridge Line
Geysers Power Company, LLC
Geothermal power generation facility located in Sonoma County, California
Units 9&10
Fumarole
Geysers Power Company, LLC
Geothermal power generation facility located in Sonoma County, California
Unit 11
Eagle Rock
Geysers Power Company, LLC
Geothermal power generation facility located in Sonoma County, California
Unit 12
Cobb Creek
Geysers Power Company, LLC
Geothermal power generation facility located in Sonoma County, California
Unit 13
Big Geysers
Geysers Power Company, LLC
Geothermal power generation facility located in Lake County, California
Unit 14
Sulpher Springs
Geysers Power Company, LLC
Geothermal power generation facility located in Sonoma County, California
Unit 16
Quicksilver
Geysers Power Company, LLC
Geothermal power generation facility located in Lake County, California
Unit 17
Lakeview
Geysers Power Company, LLC
Geothermal power generation facility located in Sonoma County, California
Unit 18
Socrates
Geysers Power Company, LLC
Geothermal power generation facility located in Sonoma County, California
Unit 19
Calistoga
Geysers Power Company, LLC
Geothermal power generation facility located in Lake County and Sonoma County, California




Unit 20
Grant
Geysers Power Company, LLC
Geothermal power generation facility located in Sonoma County, California

Owner
Common Name and Address
Calpine Mid-Atlantic Generation, LLC (f/k/a/ Conectiv Delmarva Generation, LLC, successor by conversion to Conectiv Delmarva Generation, Inc.)

Delaware City Combustion Turbine Site
1812 River Road, New Castle, DE 19720
New Castle County, Delaware
Calpine Bethlehem, LLC (f/k/a Conectiv Bethlehem, LLC)

Bethlehem Power Plant
2254 Applebutter Road - Bethlehem, PA 18015
Northampton County, Pennsylvania
Calpine Mid-Atlantic Generation, LLC (f/k/a/ Conectiv Delmarva Generation, LLC, successor by conversion to Conectiv Delmarva Generation, Inc.)
Hay Road Site
198 Hay Road
Wilmington, DE 19809
New Castle County, Delaware
Calpine Mid-Atlantic Generation, LLC (f/k/a/ Conectiv Delmarva Generation, LLC, successor by conversion to Conectiv Delmarva Generation, Inc.)
Edge Moor Power Plant Site

200 Hay Road, Wilmington, DE 19809

New Castle County, Delaware
Calpine New Jersey Generation, LLC (f/k/a/ Conectiv Atlantic Generation, LLC)
Deepwater
373 N. Broadway
Pennsville, NJ 08070
Salem County, New Jersey

Lessee
Common Name and Address
Calpine New Jersey Generation, LLC (f/k/a/ Conectiv Atlantic Generation, LLC).
Cumberland Combustion Turbine
4001 Main Street
Millville, NJ 08332

Cumberland County, New Jersey
Calpine Vineland Solar, LLC (f/k/a Conectiv Vineland Solar, LLC)
Vineland Solar Plant Site
1776 South Mill Road
Vineland, NJ 08360
Cumberland County, New Jersey





Easement Holder
Common Name and Address
Calpine Mid-Atlantic Generation, LLC (f/k/a/ Conectiv Delmarva Generation, LLC, successor by conversion to Conectiv Delmarva Generation, Inc.)
Bayview Combustion Turbine Site
22872 Bayview Circle
Cape Charles, VA 23310
Northampton County, Virginia
Calpine New Jersey Generation, LLC (f/k/a/ Conectiv Atlantic Generation, LLC)

Carll’s Corner Combustion Turbine Site
1623 S. Burlington Road,
Bridgeton, NJ 08302
Cumberland County, New Jersey
Calpine New Jersey Generation, LLC (f/k/a/ Conectiv Atlantic Generation, LLC)
Cedar Combustion Turbine Site
211 & 261 South Main St.
Stafford Township, NJ 08050
Ocean County, New Jersey
Calpine Mid-Atlantic Generation, LLC (f/k/a/ Conectiv Delmarva Generation, LLC, successor by conversion to Conectiv Delmarva Generation, Inc.)
Christiana Combustion Turbine Site
201 & 301 Christiana Ave.
Wilmington, DE 19801
New Castle County, Delaware
Calpine Mid-Atlantic Generation, LLC (f/k/a/ Conectiv Delmarva Generation, LLC, successor by conversion to Conectiv Delmarva Generation, Inc.)
Crisfield Combustion Turbine Site
4079 Crisfield Highway
Crisfield, MD 21817
Somerset County, Maryland
Calpine New Jersey Generation, LLC (f/k/a/ Conectiv Atlantic Generation, LLC)
Mickleton Combustion Turbine Site
176 Harmony Road  
Mickleton, NJ 08056
Gloucester County, New Jersey
Calpine New Jersey Generation, LLC (f/k/a/ Conectiv Atlantic Generation, LLC)
Middle Station Combustion Turbine Site
315 N. Railroad Avenue
Rio Grande, NJ 08242
Cape May County, New Jersey
Calpine New Jersey Generation, LLC (f/k/a/ Conectiv Atlantic Generation, LLC)
Missouri Avenue Combustion Turbine Site
1825 Atlantic Avenue
Atlantic City, NJ 08401
2129 Bacharach Blvd.
Atlantic City, NJ 08401
Atlantic County, New Jersey




Easement Holder
Common Name and Address
Calpine New Jersey Generation, LLC (f/k/a/ Conectiv Atlantic Generation, LLC)
Sherman Combustion Turbine Site
2600 S. Orchard Road,
Vineland, NJ 08360
Cumberland County, New Jersey


Calpine Mid-Atlantic Generation, LLC (f/k/a/ Conectiv Delmarva Generation, LLC, successor by conversion to Conectiv Delmarva Generation, Inc.)
Tasley Combustion Turbine Site
21417 Taylor Road  
Tasley, VA 23441
Accomack County, Virginia
Calpine Mid-Atlantic Generation, LLC (f/k/a/ Conectiv Delmarva Generation, LLC, successor by conversion to Conectiv Delmarva Generation, Inc.)
West Combustion Turbine Site
1508 Newport Gap Pike,
Wilmington, DE 19808
New Castle County, Delaware
Calpine Mid-Atlantic Generation, LLC (f/k/a/ Conectiv Delmarva Generation, LLC, successor by conversion to Conectiv Delmarva Generation, Inc.)
Edge Moor Gas Transmission Line
24” O.D. Natural Gas Pipeline, Claymont to Wilmington, DE
New Castle County, Delaware

Owner
Common Name and Address
Metcalf Energy Center, LLC
Metcalf Energy Center
Gas fired power generation facility located at One Blanchard Road
Coyote, CA 95013
Santa Clara County, California






EXHIBIT 12.1

CALPINE CORPORATION
Computation of Ratio of Earnings to Fixed Charges

(Dollars in millions)

 
 
Years Ended December 31,
 
 
2015
 
2014
 
2013
 
2012
 
2011
Earnings
 
 
 
 
 
 
 
 
 
 
Income (loss) before income taxes
 
$
173

 
$
983

 
$
20

 
$
218

 
$
(211
)
Less:
 
 
 
 
 
 
 
 
 
 
Income from unconsolidated investments in power plants
 
(24
)
 
(25
)
 
(30
)
 
(28
)
 
(21
)
Interest capitalized
 
(15
)
 
(19
)
 
(38
)
 
(38
)
 
(24
)
Preferred securities dividend requirements of subsidiaries
 

 

 
(1
)
 
(1
)
 
(2
)
Add:
 
 
 
 
 
 
 
 
 
 
Fixed charges
 
654

 
678

 
749

 
791

 
807

Amortization of capitalized interest
 
27

 
29

 
30

 
30

 
31

Distributions from equity method investments
 
25

 
13

 
27

 
29

 
6

Total Earnings:
 
$
840

 
$
1,659

 
$
757

 
$
1,001

 
$
586

Fixed Charges:
 
 
 
 
 
 
 
 
 
 
Interest expense
 
$
628

 
$
645

 
$
696

 
$
736

 
$
760

Interest capitalized
 
15

 
19

 
38

 
38

 
24

Approximation of interest in rental expense
 
11

 
14

 
15

 
17

 
23

Total Fixed Charges:
 
$
654

 
$
678

 
$
749

 
$
791

 
$
807

Ratio of Earnings to Fixed Charges (1) :
 
1.28

 
2.45

 
1.01

 
1.27

 
0.73

___________
(1)
The coverage ratio is less than one-to-one for the year ended December 31, 2011; thus, additional earnings of $221 million would have needed to be generated to cover the shortfall.





EXHIBIT 21.1

Subsidiaries of the Company
 
 
 
 
 
 
 
Entity
 
Jurisdiction
 
1066917 Ontario Inc.
 
Ontario
 
2196686 Ontario Inc.
 
Ontario
 
2310498 Ontario Inc.
 
Ontario
 
Anacapa Land Company, LLC
 
Delaware
 
Anderson Springs Energy Company
 
California
 
Auburndale Peaker Energy Center, LLC
 
Delaware
 
Aviation Funding Corp.
 
Delaware
 
Baytown Energy Center, LLC
 
Delaware
 
Bethpage Energy Center 3, LLC
 
Delaware
 
Big Blue River Wind Farm, LLC
 
Delaware
 
Brazos Valley Energy LLC
 
Delaware
 
Butter Creek Energy Center, LLC
 
Delaware
 
Byron Highway Energy Center, LLC
 
Delaware
 
CalGen Expansion Company, LLC
 
Delaware
 
CalGen Project Equipment Finance Company Three, LLC
 
Delaware
 
Calpine Acquisition Company II, LLC
 
Delaware
 
Calpine Acquisition Company III, LLC
 
Delaware
 
Calpine Acquisition Company, LLC
 
Delaware
 
Calpine Administrative Services Company, Inc.
 
Delaware
 
Calpine Agnews, Inc.
 
California
 
Calpine Auburndale Holdings, LLC
 
Delaware
 
Calpine Bethlehem, LLC
 
Delaware
 
Calpine Bosque Energy Center, LLC
 
Delaware
 
Calpine c*Power, Inc.
 
Delaware
 
Calpine CalGen Holdings, Inc.
 
Delaware
 
Calpine Calistoga Holdings, LLC
 
Delaware
 
Calpine Canada Energy Corp.
 
Nova Scotia
 
Calpine Canada Energy Finance ULC
 
Nova Scotia
 
Calpine Canada Whitby Holdings Company
 
Nova Scotia
 
Calpine CCFC GP, LLC
 
Delaware
 
Calpine CCFC LP, LLC
 
Delaware
 
Calpine Central Texas GP, Inc.
 
Delaware
 
Calpine Central, Inc.
 
Delaware
 
Calpine Central-Texas, Inc.
 
Delaware
 
Calpine Cogeneration Corporation
 
Delaware
 
Calpine Construction Finance Company, L.P.
 
Delaware
 
Calpine Construction Management Company, Inc.
 
Delaware
 
Calpine Development Holdings, Inc.
 
Delaware
 
Calpine Eastern Corporation
 
Delaware
 
Calpine Edinburg, Inc.
 
Delaware
 
Calpine Energy Services GP, LLC
 
Delaware
 
Calpine Energy Services Holdco LLC
 
Delaware
 
Calpine Energy Services LP, LLC
 
Delaware
 





Subsidiaries of the Company
 
 
 
 
 
 
 
Entity
 
Jurisdiction
 
Calpine Energy Services, L.P.
 
Delaware
 
Calpine Fore River Energy Center, LLC
 
Delaware
 
Calpine Fore River Operating Company, LLC
 
Delaware
 
Calpine Foundation
 
Delaware
 
Calpine Fuels Corporation
 
California
 
Calpine GEC Holdings, LLC
 
Delaware
 
Calpine Generating Company, LLC
 
Delaware
 
Calpine Geysers Company, L.P.
 
Delaware
 
Calpine Gilroy 1, Inc.
 
Delaware
 
Calpine Gilroy 2, Inc.
 
Delaware
 
Calpine Gilroy Cogen, L.P.
 
Delaware
 
Calpine Global Services Company, Inc.
 
Delaware
 
Calpine Granite Holdings, LLC
 
Delaware
 
Calpine Greenfield (Holdings) Corporation
 
Delaware
 
Calpine Greenfield Commercial Trust
 
Ontario
 
Calpine Greenfield LP Holdings Inc.
 
Ontario
 
Calpine Greenfield ULC
 
Alberta
 
Calpine Greenleaf Holdings, Inc.
 
Delaware
 
Calpine Greenleaf, Inc.
 
Delaware
 
Calpine Guadalupe GP, LLC
 
Delaware
 
Calpine Guadalupe LP, LLC
 
Delaware
 
Calpine Hidalgo Energy Center, L.P.
 
Delaware
 
Calpine Hidalgo Holdings, Inc.
 
Delaware
 
Calpine Hidalgo, Inc.
 
Delaware
 
Calpine Holdings Development, LLC
 
Delaware
 
Calpine Holdings, LLC
 
Delaware
 
Calpine International Holdings, LLC
 
Delaware
 
Calpine Jupiter, LLC
 
Delaware
 
Calpine Kennedy Operators, Inc.
 
New York
 
Calpine KIA, Inc.
 
New York
 
Calpine King City 1, LLC
 
Delaware
 
Calpine King City 2, LLC
 
Delaware
 
Calpine King City Cogen, LLC
 
Delaware
 
Calpine King City, Inc.
 
Delaware
 
Calpine King City, LLC
 
Delaware
 
Calpine Leasing Inc.
 
Delaware
 
Calpine Long Island, Inc.
 
Delaware
 
Calpine Magic Valley Pipeline, Inc.
 
Delaware
 
Calpine Mexican Holdings, LLC
 
Delaware
 
Calpine Mid Merit, LLC
 
Delaware
 
Calpine Mid-Atlantic Development, LLC
 
Delaware
 
Calpine Mid-Atlantic Energy, LLC
 
Delaware
 
Calpine Mid-Atlantic Generation, LLC
 
Delaware
 
Calpine Mid-Atlantic Marketing, LLC
 
Delaware
 
Calpine Mid-Atlantic Operating, LLC
 
Delaware
 
Calpine Mid-Merit II, LLC
 
Delaware
 
Calpine Monterey Cogeneration, Inc.
 
California
 
Calpine MVP, Inc.
 
Delaware
 





Subsidiaries of the Company
 
 
 
 
 
 
 
Entity
 
Jurisdiction
 
Calpine New Jersey Generation, LLC
 
Delaware
 
Calpine Newark, LLC
 
Delaware
 
Calpine Northbrook Holdings Corporation
 
Delaware
 
Calpine Northbrook Investors, LLC
 
Delaware
 
Calpine Northbrook Project Holdings, LLC
 
Delaware
 
Calpine Operating Services Company, Inc.
 
Delaware
 
Calpine Operations Management Company, Inc.
 
Delaware
 
Calpine Pasadena Cogeneration, Inc.
 
Delaware
 
Calpine Philadelphia, Inc.
 
Delaware
 
Calpine Pittsburg, LLC
 
Delaware
 
Calpine Power Company
 
California
 
Calpine Power Management, LLC
 
Delaware
 
Calpine Power Services, Inc.
 
Delaware
 
Calpine Power, Inc.
 
Virginia
 
Calpine PowerAmerica, LLC
 
Delaware
 
Calpine PowerAmerica-CA, LLC
 
Delaware
 
Calpine PowerAmerica-MA, LLC
 
Delaware
 
Calpine PowerAmerica-ME, LLC
 
Delaware
 
Calpine Project Holdings, Inc.
 
Delaware
 
Calpine Riverside Holdings, LLC
 
Delaware
 
Calpine Russell City, LLC
 
Delaware
 
Calpine Securities Company, L.P.
 
Delaware
 
Calpine Siskiyou Geothermal Partners, L.P.
 
California
 
Calpine Solano Solar, LLC
 
Delaware
 
Calpine Solar, LLC
 
Delaware
 
Calpine Steamboat Holdings, LLC
 
Delaware
 
Calpine Stony Brook Operators, Inc.
 
New York
 
Calpine Stony Brook, Inc.
 
New York
 
Calpine TCCL Holdings, Inc.
 
Delaware
 
Calpine Texas Cogeneration, Inc.
 
Delaware
 
Calpine Texas Pipeline GP, Inc.
 
Delaware
 
Calpine Texas Pipeline LP, Inc.
 
Delaware
 
Calpine Texas Pipeline, L.P.
 
Delaware
 
Calpine ULC I Holding, LLC
 
Delaware
 
Calpine University Power, Inc.
 
Delaware
 
Calpine Vineland Solar, LLC
 
Delaware
 
Calpine Wind Holdings, LLC
 
Delaware
 
Calpine York Holdings, LLC
 
Delaware
 
Cavallo Energy Texas LLC
 
Texas
 
CCFC Finance Corp.
 
Delaware
 
CCFC Preferred Holdings, LLC
 
Delaware
 
CCFC Sutter Energy, LLC
 
Delaware
 
CES Marketing IX, LLC
 
Delaware
 
CES Marketing X, LLC
 
Delaware
 
Champion Energy Marketing LLC
 
Delaware
 
Champion Energy Services, LLC
 
Texas
 
Champion Energy, LLC
 
Texas
 
Channel Energy Center, LLC
 
Delaware
 





Subsidiaries of the Company
 
 
 
 
 
 
 
Entity
 
Jurisdiction
 
Clear Lake Cogeneration Limited Partnership
 
Delaware
 
CM Greenfield Power Corp.
 
Canada
 
Corpus Christi Cogeneration, LLC
 
Delaware
 
CPN 3rd Turbine, Inc.
 
Delaware
 
CPN Acadia, Inc.
 
Delaware
 
CPN Bethpage 3rd Turbine, Inc.
 
Delaware
 
CPN Cascade, Inc.
 
Delaware
 
CPN Clear Lake, Inc.
 
Delaware
 
CPN Insurance Corporation
 
Hawaii
 
CPN Pipeline Company
 
Delaware
 
CPN Pryor Funding Corporation
 
Delaware
 
CPN Telephone Flat, Inc.
 
Delaware
 
CPN Wild Horse Geothermal LLC
 
Delaware
 
Creed Energy Center, LLC
 
Delaware
 
Deer Park Energy Center LLC
 
Delaware
 
Deer Park Holdings, LLC
 
Delaware
 
Delta Energy Center, LLC
 
Delaware
 
Delta, LLC
 
Delaware
 
Freeport Energy Center, LLC
 
Delaware
 
Freestone Power Generation, LLC
 
Delaware
 
Garrison Energy Center LLC
 
Delaware
 
GEC Bethpage Inc.
 
Delaware
 
GEC Holdings, LLC
 
Delaware
 
Geysers Power Company, LLC
 
Delaware
 
Geysers Power I Company
 
Delaware
 
Gilroy Energy Center, LLC
 
Delaware
 
Goose Haven Energy Center, LLC
 
Delaware
 
Granite Ridge Operating, LLC
 
Delaware
 
Greenfield Energy Centre, LP
 
Ontario
 
Guadalupe Peaking Energy Center, LLC
 
Delaware
 
Guadalupe Power Partners, LP
 
Delaware
 
Hermiston Power LLC
 
Delaware
 
Hillabee Energy Center, LLC
 
Delaware
 
Horizon Hill Wind, LLC
 
Delaware
 
Idlewild Fuel Management Corp.
 
Delaware
 
JMC Bethpage, Inc.
 
Delaware
 
Johanna Energy Center, LLC
 
Delaware
 
Johanna Energy Storage, LLC
 
Delaware
 
KIAC Partners
 
New York
 
King City Holdings, LLC
 
Delaware
 
Los Esteros Critical Energy Facility, LLC
 
Delaware
 
Los Esteros Holdings, LLC
 
Delaware
 
Los Medanos Energy Center LLC
 
Delaware
 
Magic Valley Pipeline, L.P.
 
Delaware
 
Mankato Energy Center II, LLC
 
Delaware
 
Mankato Energy Center, LLC
 
Delaware
 
Mankato Holdings, LLC
 
Delaware
 
Metcalf Energy Center, LLC
 
Delaware
 
Metcalf Funding, LLC
 
Delaware
 





Subsidiaries of the Company
 
 
 
 
 
 
 
Entity
 
Jurisdiction
 
Metcalf Holdings, LLC
 
Delaware
 
Mission Rock Energy Center, LLC
 
Delaware
 
Modoc Power, Inc.
 
California
 
Morgan Energy Center, LLC
 
Delaware
 
Mount Hoffman Geothermal Company, L.P.
 
California
 
New Development Holdings, LLC
 
Delaware
 
New Steamboat Holdings, LLC
 
Delaware
 
Nissequogue Cogen Partners
 
New York
 
NTC Five, Inc.
 
Delaware
 
O.L.S. Energy-Agnews, Inc.
 
Delaware
 
Osprey Energy Center, LLC
 
Delaware
 
Otay Holdings, LLC
 
Delaware
 
Otay Mesa Energy Center, LLC
 
Delaware
 
Pasadena Cogen LLC
 
Delaware
 
Pasadena Cogeneration L.P.
 
Delaware
 
Pastoria Energy Center, LLC
 
Delaware
 
Pastoria Energy Facility L.L.C.
 
Delaware
 
Philadelphia Biogas Supply, Inc.
 
Delaware
 
Pine Bluff Energy, LLC
 
Delaware
 
Pioneer Valley Energy Center, LLC
 
Massachusetts
 
Power Contract Financing, L.L.C.
 
Delaware
 
Rancho Dominguez Energy Center, LLC
 
Delaware
 
Rio Hondo Energy Center, LLC
 
Delaware
 
RockGen Energy LLC
 
Wisconsin
 
Russell City Energy Company, LLC
 
Delaware
 
SoCal Development Holdings, LLC
 
Delaware
 
South Point Energy Center, LLC
 
Delaware
 
South Point Holdings, LLC
 
Delaware
 
Southfork Wind, LLC
 
Delaware
 
Stony Brook Cogeneration Inc.
 
Delaware
 
Stony Brook Fuel Management Corp.
 
Delaware
 
Sutter Dryers, Inc.
 
California
 
TBG Cogen Partners
 
New York
 
Texas City Cogeneration, LLC
 
Delaware
 
Texas Cogeneration Five, Inc.
 
Delaware
 
Texas Cogeneration One Company
 
Delaware
 
Thermal Power Company
 
California
 
Thomassen Turbine Systems America, Inc.
 
Delaware
 
Washington Parish Energy Center One, LLC
 
Delaware
 
Westbrook Energy Center, LLC
 
Delaware
 
Whitby Cogeneration Limited Partnership
 
Ontario
 
Zion Energy LLC
 
Delaware
 




EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statement on Form S-3 (Nos. 333-152982 and 333-197288) and Form S-8 (Nos. 333-149074, 333-153860, 333-167028 and 333-188863) of Calpine Corporation of our report dated February 11, 2016 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.
 

/s/ PricewaterhouseCoopers LLP
 
Houston, Texas
February 11, 2016




EXHIBIT 31.1
CERTIFICATIONS
I, John B. (Thad) Hill III, certify that:
1.
I have reviewed this annual report on Form 10-K of Calpine Corporation (the “registrant”);
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: February 11, 2016
 

/s/ JOHN B. (THAD) HILL III
John B. (Thad) Hill III
President, Chief Executive Officer and Director
Calpine Corporation




EXHIBIT 31.2
CERTIFICATIONS
I, Zamir Rauf, certify that:
1.
I have reviewed this annual report on Form 10-K of Calpine Corporation (the “registrant”);
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: February 11, 2016
 

/s/ ZAMIR RAUF
Zamir Rauf
Executive Vice President and
Chief Financial Officer
Calpine Corporation




EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Calpine Corporation (the “Company”) on Form 10-K for the period ended December 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned does hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his or her knowledge, based upon a review of the Report:
(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.
 

 
 
 
 
 
 
 
 
/s/ JOHN B. (THAD) HILL III
 
 
 
/s/ ZAMIR RAUF
 
 
John B. (Thad) Hill III
 
 
 
Zamir Rauf
 
 
President,
 
 
 
Executive Vice President and
 
 
Chief Executive Officer and Director
 
 
 
Chief Financial Officer
 
 
Calpine Corporation
 
 
 
Calpine Corporation
 
Dated: February 11, 2016
A signed original of this written statement required by Section 906 has been provided to Calpine Corporation and will be retained by Calpine Corporation and furnished to the Securities and Exchange Commission or its staff upon request.