Amendment No. 8 to the Credit Agreement, dated as of May 18, 2018, among Calpine Corporation, as borrower, the guarantors party thereto, The Bank of Tokyo-Mitsubishi UFJ Ltd, as administrative agent, MUFG Union Bank, N.A., as collateral agent, and the lenders party thereto

This AMENDMENT NO. 8 to the Credit Agreement, dated as of May 18, 2018 (this “Amendment”), is entered into among CALPINE CORPORATION, a Delaware corporation (the “Borrower”), the Guarantors, MUFG Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd.) (“MUFG”), as administrative agent (in such capacity and including any successors in such capacity, the “Administrative Agent”), MUFG Union Bank, N.A. (“MUB”), as collateral agent (in such capacity and including any successors in such capacity, the “Collateral Agent”), the existing Lenders (the “Existing Lenders”) party hereto constituting the Required Lenders, the New Revolving Lender (as defined below) and the Fronting Banks party hereto, 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, as further amended by Amendment No. 3 to Credit Agreement, dated as of February 8, 2016, as further amended by Amendment No. 4 to Credit Agreement, dated as of December 1, 2016, as further amended by Amendment No. 5 to Credit Agreement, dated as of September 15, 2017, as further amended by Amendment No. 6 to Credit Agreement, dated as of October 20, 2017, and as further amended by Amendment No. 7 to Credit Agreement, dated as of March 8, 2018, the “Credit Agreement”, and as further amended by this Amendment, the “Amended 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.

WHEREAS, the Borrower has requested that (i) Sumitomo Mitsui Banking Corporation become a Lender (as defined in the Credit Agreement) under the Credit Agreement and provide Incremental Revolving Facilities pursuant to Section 2.25 of the Credit Agreement in the form of a Class C Revolving Commitment in an aggregate principal amount as set forth opposite its name on Exhibit B hereto (the “New Revolving Lender”), (ii) certain of the Existing Lenders party hereto provide Incremental Revolving Facilities pursuant to Section 2.25 of the Credit Agreement in the form of an increase to the aggregate principal amount of their Class C Revolving Commitments in the amounts opposite their respective names on Exhibit A hereto (the “Increasing Revolving Lenders”) and (iii) the Required Lenders party hereto consent to permitting the Incremental Revolving Facilities provided pursuant to this Agreement being incurred in integral multiples of less than $5,000,000 (the “Integral Multiple Consent”);

WHEREAS, the New Revolving 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 provide a Class C Revolving Commitment in the amount set forth opposite its name on Exhibit B hereto (the “New Revolving Lender Commitment”);

WHEREAS, each Increasing Revolving 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 Class C Revolving Commitment in the amount set forth opposite such Increasing Revolving Lender’s name on Exhibit A hereto (the “Increased Existing Revolving Lender Commitments” and, together with the New Revolving Lender Commitments, the “Incremental Revolving Commitments”);

WHEREAS, the Existing Lenders constituting the Required Lenders have consented to the Integral Multiple Consent;

WHEREAS, after giving effect to this Amendment, the Revolving Commitments of each Existing Lender and the New Revolving Lender (collectively, the “Lenders”) shall be as set forth on Exhibit C hereto;

WHEREAS, the Incremental Revolving Commitments and related Revolving Loans shall be effected as an increase to and have the same terms as the Class C Revolving Commitments;

WHEREAS, pursuant to Section 9.1(a) of the Credit Agreement and Section 2.25 of the Credit Agreement, an Incremental Revolving Facility Amendment may be effected with the consent of the Borrower, each Lender agreeing to provide a commitment in respect of Incremental Revolving Loans, each Additional Lender with respect thereto, the Administrative Agent and each Fronting Bank to the extent it is required to be a “fronting bank” under such Incremental Revolving Facility; and

WHEREAS, this Amendment is an Incremental Revolving Facility Amendment and shall constitute notice of any Incremental Revolving Facilities under Section 2.25 of the Credit Agreement;

The Credit Agreement is, effective as of the Amendment No. 8 Effective Date, hereby amended to:

(a)remove Schedule 1.1A (Revolving Commitment Amounts) and replace it in its entirety by new Schedule 1.1A attached hereto as Exhibit C;

(b)add the following definitions in alphabetical order to Section 1.1 (Defined Terms):

“Amendment No. 8 Effective Date”: means May 18, 2018.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation, which certification shall be

substantially similar in form and substance to the form of Certification Regarding Beneficial Owners of Legal Entity Customers published jointly, in May 2018, by the Loan Syndications and Trading Association and Securities Industry and Financial Markets Association.

(c)remove the definition of “Class C Revolving Commitment” and replace it in its entirety with the below:

“Class C Revolving Commitment”: with respect to each Class C Lender, the obligation of such Class C Lender, if any, to make Class C 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 C 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 C Revolving Commitments of all Class C Lenders shall be $1,519,200,000 on the Amendment No. 8 Effective Date, as such amount may be adjusted from time to time in accordance with the terms of this Agreement.

(d)remove the definition of “Total Revolving Commitments” and replace it in its entirety with the below:

“Total Revolving Commitments”: at any time, the aggregate amount of the Revolving Commitments then in effect. The Total Revolving Commitments on the Amendment No. 8 Effective Date are $1,689,200,000.

(e)Add the following as Section 3.21 thereof:

Section 2.     Consent to the New Revolving Lender and the Integral Multiple Consent.

(a)The Administrative Agent, the Fronting Banks and the Borrower hereby consent to the New Revolving Lender becoming a “Lender” and providing Class C Revolving Commitments under the Credit Agreement as amended hereby.

(b)The Administrative Agent, the Borrower and the Existing Lenders party hereto constituting the Required Lenders hereby consent to the Integral Multiple Consent.

Section 3.     New Revolving Commitments. The New Revolving 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 provide the New Revolving Lender

Commitment in the amount set forth opposite its name on Exhibit B hereto. Each Increasing Revolving 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 Class C Revolving Commitment in the amount set forth opposite such Increasing Revolving Lender’s name on Exhibit A hereto and that from and after the Amendment No. 8 Effective Date its aggregate Class C Revolving Commitment shall be in the amounts set forth opposite such Increasing Revolving Lender’s name on Exhibit C hereto. For the avoidance of doubt, the aggregate principal amount of Incremental Revolving Facilities provided to the Borrower on the Amendment No. 8 Effective Date shall be $219,200,000 and this Amendment shall reduce the aggregate amount of Incremental Revolving Facilities permitted to be obtained pursuant to Section 2.25 of the Credit Agreement from $500,000,000 to $280,800,000.

Section 4.     Reallocation. On the Amendment No. 8 Effective Date, the Borrower shall, in coordination with the Administrative Agent, repay outstanding Revolving Loans of the Existing Lenders that are not Increasing Revolving Lenders, and incur additional Revolving Loans from the Increasing Revolving Lenders and the New Revolving Lender 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 this Amendment). The participations in any outstanding Letters of Credit shall be adjusted in accordance with each Lender's Revolving Commitment Percentage as reallocated in accordance with such increase of the Total Revolving Commitments.

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. 8 Effective Date”):

(a)Executed Counterparts. The Administrative Agent shall have received this Amendment, duly executed by the Borrower, the Guarantors, the Administrative Agent, the Fronting Banks, the New Revolving Lender, each of the Increasing Revolving Lenders and the Existing Revolving Lenders constituting the Required Lenders;

(b)No Default or Event of Default. 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 6 of this Amendment or 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. 8 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 (and in all respects if qualified by materiality) 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 and waivers set forth herein;

(d)Financial Covenants. The Borrower shall be in compliance with the covenants set forth in Section 6.6 of the Credit Agreement determined on a pro forma basis on and as of the Amendment No. 8 Effective Date and the last day of the most recent fiscal period of the Borrower for which financial statements have been provided under the Credit Agreement, in each case, as if the Incremental Revolving Commitments provided on the Amendment No. 8 Effective Date are fully drawn on the Amendment No. 8 Effective Date and were fully drawn and outstanding on the last day of the most recent fiscal quarter of the Borrower for which financial statements have been delivered under the Credit Agreement 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 effectiveness of the Incremental Revolving Commitments;

(e)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), (c) and (d) of this Section 5;

(f)Fees and Expenses Paid. The Borrower shall have (i) paid all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent 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 with respect thereto) and all other fees then due and payable to the Administrative Agent in connection with this Amendment and (ii) upfront fees to the New Revolving Lender and each Increasing Revolving Lender in an amount equal to 0.50% of the aggregate principal amount of each such Lender’s Incremental Revolving Commitment on the Amendment No. 8 Effective Date; and

(g)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) a copy of, or a certificate as to coverage under, the insurance policies including, without limitation, flood insurance policies satisfying the requirements of Section 5.4 of the Credit Agreement 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, in form and substance reasonably satisfactory to the Administrative Agent.

(h)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.

(i)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. 8 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 20, 2017, 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. 8 Effective Date (or that such organizational documents have not been amended since October 20, 2017) 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 (g).

(j)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.

(k)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 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 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, to the title policy insuring such mortgage.

(l)Patriot Act; Borrower Ownership Certification. To the extent reasonably requested by the New Revolving Lender in writing not less than five (5) Business Days prior to the Amendment No. 8 Effective Date, the New Revolving Lender shall have received prior to the Amendment No. 8 Effective Date, all documentation and other information with respect to the Loan Parties required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act. Any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver a Beneficial Ownership Certification, in relation to such Borrower, to the Administrative Agent.

Section 6.    Representations and Warranties

 

On and as of the Amendment No. 8 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 the each Loan Party and constitutes the legal, valid and binding obligations of the each Loan Party enforceable against the each Loan Party in accordance with its terms and the Credit Agreement as amended by this Amendment and constitutes the legal, valid and binding obligation of the each Loan Party enforceable against the each Loan Party in accordance with its terms, 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. 8 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 (and in all respects if qualified by materiality) 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 and waivers set forth herein;

(c)no Default or Event of Default has occurred, is continuing or existed immediately prior to giving effect to this Amendment;

(d)The Borrower is in compliance with the covenants set forth in Section 6.6 of the Credit Agreement determined on a pro forma basis on and as of the Amendment No. 8 Effective Date and the last day of the most recent fiscal period of the Borrower for which financial statements have been provided under the Credit Agreement, in each case, as if the Incremental Revolving Commitments provided on the Amendment No. 8 Effective Date are fully drawn on the Amendment No. 8 Effective Date and were fully drawn and outstanding on the last day of the most recent fiscal quarter of the Borrower for which financial statements have been delivered under the Credit Agreement 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 effectiveness of the Incremental Revolving Commitments; and

(e)As of the Amendment No. 8 Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all respects.

(a)As of the Amendment No. 8 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. Each of the table of contents and lists of Exhibits and Schedules of the Credit Agreement shall be amended to reflect the changes made in this Amendment as of the Amendment No. 8 Effective Date.

(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.

(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 in this Amendment), the Borrower, the Guarantors, 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.

(e)This Amendment shall be deemed to be an Incremental Revolving Facility Amendment.

Each Loan Party hereby expressly acknowledges the terms of this Amendment

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.

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.

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.

All communications and notices hereunder shall be given as provided in the Credit Agreement.

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.

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.

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.

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.

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.