Calpine Corp – ‘10-K’ for 12/31/03 – EX-4.14.3

On:  Wednesday, 3/24/04, at 9:50pm ET   ·   As of:  3/25/04   ·   For:  12/31/03   ·   Accession #:  891618-4-798   ·   File #:  1-12079

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   3.19M 
 2: EX-4.14.3   Instrument Defining the Rights of Security Holders     6     27K 
 3: EX-4.14.4   Instrument Defining the Rights of Security Holders     7     36K 
 4: EX-4.16     Instrument Defining the Rights of Security Holders   104    507K 
 5: EX-4.17.1   Instrument Defining the Rights of Security Holders    98    474K 
 6: EX-4.17.2   Instrument Defining the Rights of Security Holders    17     91K 
 7: EX-4.19     Instrument Defining the Rights of Security Holders   160    719K 
 8: EX-4.20     Instrument Defining the Rights of Security Holders   164    722K 
 9: EX-4.21     Instrument Defining the Rights of Security Holders   181    789K 
10: EX-10.1.1.2  Material Contract                                   188    707K 
17: EX-10.1.10.2  Material Contract                                    4     24K 
11: EX-10.1.2.6  Material Contract                                    20     37K 
12: EX-10.1.2.7  Material Contract                                    17     40K 
13: EX-10.1.2.8  Material Contract                                     2     16K 
14: EX-10.1.2.9  Material Contract                                    23     33K 
18: EX-10.1.25  Material Contract                                     28    115K 
15: EX-10.1.7.2  Material Contract                                     6     25K 
16: EX-10.1.8.2  Material Contract                                     4     22K 
19: EX-10.2.2.3  Material Contract                                    28     38K 
20: EX-10.2.2.4  Material Contract                                    45     71K 
21: EX-10.2.3   Material Contract                                    170    635K 
22: EX-10.2.4   Material Contract                                    171    639K 
23: EX-10.3.1   Material Contract                                     54    147K 
24: EX-10.3.7   Material Contract                                      6     28K 
25: EX-12.1     Statement re: Computation of Ratios                    1     14K 
26: EX-21.1     Subsidiaries of the Registrant                         8     42K 
27: EX-23.1     Consent of Experts or Counsel                          1     13K 
28: EX-23.2     Consent of Experts or Counsel                          1     12K 
29: EX-23.3     Consent of Experts or Counsel                          1     12K 
30: EX-23.4     Consent of Experts or Counsel                          1     11K 
31: EX-31.1     Certification per Sarbanes-Oxley Act (Section 302)     2±    15K 
32: EX-31.2     Certification per Sarbanes-Oxley Act (Section 302)     2±    15K 
33: EX-32.1     Certification per Sarbanes-Oxley Act (Section 906)     1     12K 
34: EX-99.1     Miscellaneous Exhibit                                 15     78K 
35: EX-99.2     Miscellaneous Exhibit                                  1     12K 

EX-4.14.3   —   Instrument Defining the Rights of Security Holders
Exhibit Table of Contents

EX-4.14.3
1st Page of 6
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
                                                                  EXHIBIT 4.14.3

 SECOND SUPPLEMENTAL INDENTURE

Dated as of January 14, 2004

 among

CALPINE CONSTRUCTION FINANCE COMPANY, L.P.

CCFC FINANCE CORP.

 THE GUARANTORS NAMED HEREIN

 and

 WILMINGTON TRUST FSB,

as Trustee

 Supplementing the Indenture
 Dated as of August 14, 2003
 and
Amended as of September 18, 2003

EX-4.14.3
2nd Page of 6
TOC
1st
Previous
Next
↓Bottom
Just 2nd
  SECOND SUPPLEMENTAL INDENTURE, dated as of January 14, 2004 (the
"Second Supplemental Indenture"), among Calpine Construction Finance Company,   
L.P., a Delaware limited partnership (the "Company"), CCFC Finance Corp., a     
Delaware corporation ("Finance Corp."), the Guarantors and Wilmington Trust FSB,
as trustee (the "Trustee").                                                     

     WHEREAS, the Company, Finance Corp., the Guarantors and the Trustee
have executed that certain Indenture, dated as of August 14, 2003, as           
supplemented by that certain Supplemental Indenture, dated as of September 18,  
2003 (as supplemented, the "Indenture"), in connection with the co-issuance by  
the Company and Finance Corp. of certain Second Priority Senior Secured Floating
Rate Notes due 2011 (the "Notes");                                              

         WHEREAS, pursuant to a Consent Solicitation dated as of January 7, 2004
(the "Consent Solicitation"), the Company and Finance Corp. have proposed to    
supplement and amend Section 4.10 of the Indenture as provided herein (the      
"Proposed Amendment");                                                          

       WHEREAS, pursuant to Section 9.02 of the Indenture, the Holders of at
least a majority in aggregate principal amount of the Notes have consented to   
the Proposed Amendment; and                                                     

     WHEREAS, the Company and Finance Corp. have directed the Trustee to
execute and deliver this Second Supplemental Indenture in accordance with the   
terms of the Indenture;                                                         

    NOW THEREFORE, for and in consideration of the premises and mutual
covenants herein contained, the Company, Finance Corp., the Guarantors and the  
Trustee agree as follows:                                                       

 ARTICLE I
 DEFINITIONS

Section 1.1 Definition of Terms.                              

      Unless the context otherwise requires, capitalized terms used herein
that are not otherwise defined herein shall have the meaning assigned to such   
terms in the Indenture.                                                         

ARTICLE II
 AMENDMENTS TO THE INDENTURE

Section 2.1 Amendments.                                       

         Section 4.10 (Asset Sales) of the Indenture is hereby amended to insert
the following sentence at the end of the second full paragraph of such section: 

  Notwithstanding anything herein to the contrary, the Company and
Finance Corp. are authorized to take the following actions:   

2 

EX-4.14.3
3rd Page of 6
TOC
1st
Previous
Next
↓Bottom
Just 3rd
     (i)      to place in an account (the "Lost Pines Proceeds Account")
      maintained with the Collateral Agent the Net Proceeds of the sale of
  the Company's 50% undivided ownership interest in the Lost Pines
         facility (the "Lost Pines Interest"), which Lost Pines Proceeds Account
and the Net Proceeds held therein shall constitute Collateral;

         (ii)     the Collateral Agent and the Company may execute an escrow and
        exchange agreement with respect to the Lost Pines Proceeds Account, in
        such form as they may agree, containing customary terms and conditions
         intended to assure that the Lost Pines Proceeds Account is a "qualified
  escrow account," and the Collateral Agent is acting either as an
        "escrow holder" or a "qualified intermediary" with respect thereto, in
        each case for purposes of Section 1031 of the Internal Revenue Code of
   1986, as amended; provided that nothing in this clause (ii) shall
 modify the Company's obligation to maintain valid and perfected
    security interest in the Collateral as provided in this Indenture;

         (iii)    on or before the 181st day (or, if such date is not a Business
       Day, the first Business Day thereafter) following the consummation of
       the sale of the Lost Pines Interest (the "Latest Replacement Facility
        Closing Date"), and subject to obtaining the consent of the Holders of
        a majority in aggregate principal amount of the Notes, to use such Net
     Proceeds to purchase an additional natural gas-fired combined cycle
power generating facility (the "Replacement Facility");       

         provided, however, that if the purchase of such Replacement Facility is
      not consummated on or before the Latest Replacement Facility Closing
        Date (or, if earlier, the Company and Finance Corp. notify the Trustee
        in writing that the Company is no longer pursuing the acquisition of a
         Replacement Facility), then the Company shall apply the Net Proceeds of
        such sale as otherwise provided in this Section 4.10 as if the date of
       the sale of the Lost Pines Interest were the first Business Day after
       the Latest Replacement Facility Closing Date (or such earlier date as
      the Company and Finance Corp. notify the Trustee in writing that the
Company is no longer pursuing the acquisition of a Replacement
Facility).                                                    

3 

EX-4.14.3
4th Page of 6
TOC
1st
Previous
Next
↓Bottom
Just 4th
 ARTICLE III
 MISCELLANEOUS

Section 3.1 Interpretation.                                   

        Upon execution and delivery of this Second Supplemental Indenture, the
Indenture shall be modified and amended in accordance with this Second          
Supplemental Indenture, and all the terms and conditions of both shall be read  
together as though they constitute one instrument, except that, in case of      
conflict, the provisions of this Second Supplemental Indenture will control. The
Indenture, as modified and amended by this Second Supplemental Indenture, is    
hereby ratified and confirmed in all respects and shall bind every holder of    
Notes. In case of conflict between the terms and conditions contained in the    
Notes and those contained in the Indenture, as modified and amended by this     
Second Supplemental Indenture, the provisions of the Indenture, as modified and 
amended by this Second Supplemental Indenture, shall control.                   

Section 3.2 The Trustee.                                      

         The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this Second Supplemental Indenture or 
for or in respect of the recitals contained herein, all of which are made solely
by the Company and Finance Corp.                                                

 Section 3.3 Certain Duties and Responsibilities of the Trustee.

        In entering into this Second Supplemental Indenture, the Trustee shall
be entitled to the benefit of every provision of the Indenture relating to the  
conduct or affecting the liability or affording protection to the Trustee,      
whether or not elsewhere herein so provided.                                    

Section 3.4 Counterparts.                                     

     This Second Supplemental Indenture may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an   
original, but all such counterparts together shall constitute but one and the   
same instrument. The delivery of an executed signature of this Second           
Supplemental Indenture by facsimile transmission shall be effective as delivery 
of a manually executed counterpart hereof.                                      

Section 3.5 Applicable Law.                                   

         This Second Supplemental Indenture and the right and obligations of the
parties hereunder shall be governed by, and shall be construed and enforced in  
accordance with, the laws of the State of New York without regard to conflict of
laws principles thereof.                                                        

 * * *

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

4 

EX-4.14.3
5th Page of 6
TOC
1st
Previous
Next
↓Bottom
Just 5th
IN WITNESS WHEREOF, the parties hereto have caused this Second
Supplemental Indenture to be duly executed as of the day and year first above   
written.                                                                        

                CALPINE CONSTRUCTION FINANCE COMPANY, L.P.

By: /s/ ERIC N. PRYOR     
                          --------------------------------------------
 Name: Eric N. Pryor
          Title: Senior Vice President

CCFC FINANCE CORP.        

By: /s/ ERIC N. PRYOR     
                          --------------------------------------------
 Name: Eric N. Pryor
          Title: Senior Vice President

            CALPINE HERMISTON, LLC, as a Guarantor

By: /s/ ERIC N. PRYOR     
                          --------------------------------------------
 Name: Eric N. Pryor
           Title:  Senior Vice President

        CPN HERMISTON, LLC, as a Guarantor

By: /s/ ERIC N. PRYOR     
                          --------------------------------------------
 Name: Eric N. Pryor
           Title:  Senior Vice President

                 HERMISTON POWER PARTNERSHIP, as a Guarantor

                     By: Calpine Hermiston, LLC, its General Partner

By: /s/ ERIC N. PRYOR     
                          --------------------------------------------
 Name: Eric N. Pryor
           Title:  Senior Vice President

5 

EX-4.14.3
Last Page of 6
TOC
1st
Previous
Next
↓Bottom
Just 6th
      WILMINGTON TRUST FSB, as Trustee

By: /s/ JAMES J. McGINLEY 
                          --------------------------------------------
     Name: James J. McGinley
      Title: Authorized Signer

6 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K’ Filing		Date		First		Last			Other Filings
Filed as of:		3/25/04
Filed on:		3/24/04
		1/14/04		1		2
		1/7/04		2
For Period End:		12/31/03							10-K/A,  11-K,  NT 10-K,  NT 11-K
		9/18/03		1		2
		8/14/03		1		2			10-Q,  8-K
									List all Filings