SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 9)*

Calpine Corporation

(Name of Issuer)

Common Shares, par value $0.001 per share

(Title of Class of Securities)

131347304

(CUSIP Number)

James J. Moloney

Gibson, Dunn & Crutcher LLP

3161 Michelson Drive

Irvine, CA 92612

(949) 451-4343

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 8, 2014

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

13D/A

CUSIP No. 131347304 Page 2 of 17 Pages

1	Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). LUMINUS MANAGEMENT, LLC
2	Check the appropriate box if a member of a group (see instructions) (a)  x        (b)  ¨
3	SEC use only
4	Source of funds (see instructions) WC
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ¨
6	Citizenship or place of organization DELAWARE
Number of shares beneficially owned by each reporting person with		7	Sole voting power 0
		8	Shared voting power 27,985,610
		9	Sole dispositive power 0
		10	Shared dispositive power 27,985,610
11	Aggregate amount beneficially owned by each reporting person 27,985,610
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨
13	Percent of class represented by amount in Row (11) 6.6%*
14	Type of reporting person (see instructions) IA

* Based on 423,378,759 shares of common stock outstanding as of April 28, 2014 reported in the Form 10-Q for the quarterly period ended March 31, 2014 filed by the Issuer with the Securities and Exchange Commission on May 1, 2014.

13D/A

CUSIP No. 131347304 Page 3 of 17 Pages

1	Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). LUMINUS ENERGY PARTNERS MASTER FUND, LTD.
2	Check the appropriate box if a member of a group (see instructions) (a)  x        (b)  ¨
3	SEC use only
4	Source of funds (see instructions) WC
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ¨
6	Citizenship or place of organization DELAWARE
Number of shares beneficially owned by each reporting person with		7	Sole voting power 0
		8	Shared voting power 27,985,610
		9	Sole dispositive power 0
		10	Shared dispositive power 27,985,610
11	Aggregate amount beneficially owned by each reporting person 27,985,610
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨
13	Percent of class represented by amount in Row (11) 6.6%*
14	Type of reporting person (see instructions) OO

* Based on 423,378,759 shares of common stock outstanding as of April 28, 2014 reported in the Form 10-Q for the quarterly period ended March 31, 2014 filed by the Issuer with the Securities and Exchange Commission on May 1, 2014.

13D/A

CUSIP No. 131347304 Page 4 of 17 Pages

1	Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). LUMINUS SPECIAL OPPORTUNITIES I ONSHORE, L.P.
2	Check the appropriate box if a member of a group (see instructions) (a)  x        (b)  ¨
3	SEC use only
4	Source of funds (see instructions) WC
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ¨
6	Citizenship or place of organization DELAWARE
Number of shares beneficially owned by each reporting person with		7	Sole voting power 0
		8	Shared voting power 27,985,610
		9	Sole dispositive power 0
		10	Shared dispositive power 27,985,610
11	Aggregate amount beneficially owned by each reporting person 27,985,610
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨
13	Percent of class represented by amount in Row (11) 6.6%*
14	Type of reporting person (see instructions) PN

* Based on 423,378,759 shares of common stock outstanding as of April 28, 2014 reported in the Form 10-Q for the quarterly period ended March 31, 2014 filed by the Issuer with the Securities and Exchange Commission on May 1, 2014.

13D/A

CUSIP No. 131347304 Page 5 of 17 Pages

1	Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). LUMINUS SPECIAL OPPORTUNITIES I PIE MASTER, L.P.
2	Check the appropriate box if a member of a group (see instructions) (a)  x        (b)  ¨
3	SEC use only
4	Source of funds (see instructions) WC
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ¨
6	Citizenship or place of organization CAYMAN ISLANDS
Number of shares beneficially owned by each reporting person with		7	Sole voting power 0
		8	Shared voting power 27,985,610
		9	Sole dispositive power 0
		10	Shared dispositive power 27,985,610
11	Aggregate amount beneficially owned by each reporting person 27,985,610
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨
13	Percent of class represented by amount in Row (11) 6.6%*
14	Type of reporting person (see instructions) PN

* Based on 423,378,759 shares of common stock outstanding as of April 28, 2014 reported in the Form 10-Q for the quarterly period ended March 31, 2014 filed by the Issuer with the Securities and Exchange Commission on May 1, 2014.

13D/A

CUSIP No. 131347304 Page 6 of 17 Pages

1	Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). LS POWER PARTNERS, L.P.
2	Check the appropriate box if a member of a group (see instructions) (a)  x        (b)  ¨
3	SEC use only
4	Source of funds (see instructions) WC
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ¨
6	Citizenship or place of organization DELAWARE
Number of shares beneficially owned by each reporting person with		7	Sole voting power 0
		8	Shared voting power 0
		9	Sole dispositive power 0
		10	Shared dispositive power 0
11	Aggregate amount beneficially owned by each reporting person 0
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨
13	Percent of class represented by amount in Row (11) 0.0%*
14	Type of reporting person (see instructions) PN

* Based on 423,378,759 shares of common stock outstanding as of April 28, 2014 reported in the Form 10-Q for the quarterly period ended March 31, 2014 filed by the Issuer with the Securities and Exchange Commission on May 1, 2014.

13D/A

CUSIP No. 131347304 Page 7 of 17 Pages

1	Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). LSP CAL HOLDINGS I, LLC
2	Check the appropriate box if a member of a group (see instructions) (a)  x        (b)  ¨
3	SEC use only
4	Source of funds (see instructions) WC
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ¨
6	Citizenship or place of organization DELAWARE
Number of shares beneficially owned by each reporting person with		7	Sole voting power 0
		8	Shared voting power 0
		9	Sole dispositive power 0
		10	Shared dispositive power 0
11	Aggregate amount beneficially owned by each reporting person 0
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨
13	Percent of class represented by amount in Row (11) 0.0%*
14	Type of reporting person (see instructions) OO

* Based on 423,378,759 shares of common stock outstanding as of April 28, 2014 reported in the Form 10-Q for the quarterly period ended March 31, 2014 filed by the Issuer with the Securities and Exchange Commission on May 1, 2014.

13D/A

CUSIP No. 131347304 Page 8 of 17 Pages

1	Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). LS POWER PARTNERS II, L.P.
2	Check the appropriate box if a member of a group (see instructions) (a)  x        (b)  ¨
3	SEC use only
4	Source of funds (see instructions) WC
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ¨
6	Citizenship or place of organization DELAWARE
Number of shares beneficially owned by each reporting person with		7	Sole voting power 0
		8	Shared voting power 27,985,610
		9	Sole dispositive power 0
		10	Shared dispositive power 27,985,610
11	Aggregate amount beneficially owned by each reporting person 27,985,610
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨
13	Percent of class represented by amount in Row (11) 6.6%*
14	Type of reporting person (see instructions) PN

* Based on 423,378,759 shares of common stock outstanding as of April 28, 2014 reported in the Form 10-Q for the quarterly period ended March 31, 2014 filed by the Issuer with the Securities and Exchange Commission on May 1, 2014.

13D/A

CUSIP No. 131347304 Page 9 of 17 Pages

1	Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). LSP CAL HOLDINGS II, LLC
2	Check the appropriate box if a member of a group (see instructions) (a)  x        (b)  ¨
3	SEC use only
4	Source of funds (see instructions) WC
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ¨
6	Citizenship or place of organization DELAWARE
Number of shares beneficially owned by each reporting person with		7	Sole voting power 0
		8	Shared voting power 27,985,610
		9	Sole dispositive power 0
		10	Shared dispositive power 27,985,610
11	Aggregate amount beneficially owned by each reporting person 27,985,610
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨
13	Percent of class represented by amount in Row (11) 6.6%*
14	Type of reporting person (see instructions) OO

* Based on 423,378,759 shares of common stock outstanding as of April 28, 2014 reported in the Form 10-Q for the quarterly period ended March 31, 2014 filed by the Issuer with the Securities and Exchange Commission on May 1, 2014.

13D/A

CUSIP No. 131347304 Page 10 of 17 Pages

1	Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). VEGA ENERGY GP, LLC
2	Check the appropriate box if a member of a group (see instructions) (a)  x        (b)  ¨
3	SEC use only
4	Source of funds (see instructions) WC
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ¨
6	Citizenship or place of organization DELAWARE
Number of shares beneficially owned by each reporting person with		7	Sole voting power 0
		8	Shared voting power 27,985,610
		9	Sole dispositive power 0
		10	Shared dispositive power 27,985,610
11	Aggregate amount beneficially owned by each reporting person 27,985,610
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨
13	Percent of class represented by amount in Row (11) 6.6%*
14	Type of reporting person (see instructions) OO

* Based on 423,378,759 shares of common stock outstanding as of April 28, 2014 reported in the Form 10-Q for the quarterly period ended March 31, 2014 filed by the Issuer with the Securities and Exchange Commission on May 1, 2014.

13D/A

CUSIP No. 131347304 Page 11 of 17 Pages

1	Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). VEGA ASSET PARTNERS, LP (formerly known as LUMINUS ASSET PARTNERS, LP)
2	Check the appropriate box if a member of a group (see instructions) (a)  x        (b)  ¨
3	SEC use only
4	Source of funds (see instructions) WC
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ¨
6	Citizenship or place of organization DELAWARE
Number of shares beneficially owned by each reporting person with		7	Sole voting power 0
		8	Shared voting power 27,985,610
		9	Sole dispositive power 0
		10	Shared dispositive power 27,985,610
11	Aggregate amount beneficially owned by each reporting person 27,985,610
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨
13	Percent of class represented by amount in Row (11) 6.6%*
14	Type of reporting person (see instructions) PN

* Based on 423,378,759 shares of common stock outstanding as of April 28, 2014 reported in the Form 10-Q for the quarterly period ended March 31, 2014 filed by the Issuer with the Securities and Exchange Commission on May 1, 2014.

13D/A

CUSIP No. 131347304 Page 12 of 17 Pages

1	Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). FARRINGTON MANAGEMENT, LLC
2	Check the appropriate box if a member of a group (see instructions) (a)  x        (b)  ¨
3	SEC use only
4	Source of funds (see instructions) WC
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ¨
6	Citizenship or place of organization DELAWARE
Number of shares beneficially owned by each reporting person with		7	Sole voting power 0
		8	Shared voting power 27,985,610
		9	Sole dispositive power 0
		10	Shared dispositive power 27,985,610
11	Aggregate amount beneficially owned by each reporting person 27,985,610
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨
13	Percent of class represented by amount in Row (11) 6.6%*
14	Type of reporting person (see instructions) OO

* Based on 423,378,759 shares of common stock outstanding as of April 28, 2014 reported in the Form 10-Q for the quarterly period ended March 31, 2014 filed by the Issuer with the Securities and Exchange Commission on May 1, 2014.

13D/A

CUSIP No. 131347304 Page 13 of 17 Pages

1	Name of reporting persons. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). FARRINGTON CAPITAL, L.P.
2	Check the appropriate box if a member of a group (see instructions) (a)  x        (b)  ¨
3	SEC use only
4	Source of funds (see instructions) WC
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ¨
6	Citizenship or place of organization DELAWARE
Number of shares beneficially owned by each reporting person with		7	Sole voting power 0
		8	Shared voting power 27,985,610
		9	Sole dispositive power 0
		10	Shared dispositive power 27,985,610
11	Aggregate amount beneficially owned by each reporting person 27,985,610
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions)  ¨
13	Percent of class represented by amount in Row (11) 6.6%*
14	Type of reporting person (see instructions) PN

* Based on 423,378,759 shares of common stock outstanding as of April 28, 2014 reported in the Form 10-Q for the quarterly period ended March 31, 2014 filed by the Issuer with the Securities and Exchange Commission on May 1, 2014.

13D/A

CUSIP No. 131347304 Page 14 of 17 Pages

This Amendment No. 9 (this “Amendment”) amends and supplements the Schedule 13D filed on February 11, 2008 (the “Original Filing”) by the Reporting Persons relating to the Common Stock, par value $0.001 per share (“Shares”) of Calpine Corporation, a Delaware corporation (the “Issuer”). Information reported in the Original Filing remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment or Amendment Numbers 1 through 8. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Original Filing.

Item 4. Purpose of Transaction.

Item 4 of the Original Filing, as amended, is hereby amended and supplemented to add the following paragraph at the end thereof:

LSP Cal I is the seller in this transaction. None of the other Reporting Persons are participating in the transaction. With this transaction, LSP Cal I has completed its disposition of its investment in the Issuer. As a result of LSP Cal I’s disposition, Power Partners I will no longer be deemed to beneficially own any Shares of the Issuer. Accordingly, LSP Cal I and Power Partners I will no longer be included as Reporting Persons on future amendments to the Original Filing.

Item 5. Interest in Securities of the Issuer.

Items 5(a), (b) and (c) of the Original Filing are hereby amended by adding the following at the end thereof:

(a) As of July 10, 2014, LSP Cal I is the record owner of 0 Shares, representing approximately 0.0% of the outstanding Shares. Luminus Energy Fund is the record owner of 5,020,106 Shares, representing approximately 1.2% of the outstanding Shares. Luminus I Onshore is the record owner of 419,466 Shares, representing approximately 0.1% of the outstanding Shares. Luminus I PIE Master is the record owner of 709,082 Shares, representing approximately 0.2% of the outstanding Shares. Farrington is the record owner of 116,350 Shares, representing approximately 0.03% of the outstanding Shares. LSP Cal II is the record owner of 20,018,356 Shares, representing approximately 4.7% of the outstanding Shares. Vega Asset Partners is the record owner of 1,702,250 Shares, representing approximately 0.4% of the outstanding Shares.

(b)

Reporting Persons	Number of Shares With Sole Voting and Dispositive Power		Number of Shares With Shared Voting and Dispositive Power		Aggregate Number of Shares Beneficially Owned		Percentage of Class Beneficially Owned *
Luminus Management, LLC		0		27,985,610		27,985,610		6.6	%
Luminus Energy Partners Master Fund, Ltd.		0		27,985,610		27,985,610		6.6	%
Luminus Special Opportunities I Onshore, L.P.		0		27,985,610		27,985,610		6.6	%
Luminus Special Opportunities I PIE Master, L.P.		0		27,985,610		27,985,610		6.6	%
LS Power Partners, L.P.		0		0		0		0.0	%
LSP Cal Holdings I, LLC		0		0		0		0.0	%
LS Power Partners II, L.P.		0		27,985,610		27,985,610		6.6	%
LSP Cal Holdings II, LLC		0		27,985,610		27,985,610		6.6	%
Vega Energy GP, LLC		0		27,985,610		27,985,610		6.6	%
Vega Asset Partners, LP		0		27,985,610		27,985,610		6.6	%
Farrington Management, LLC		0		27,985,610		27,985,610		6.6	%
Farrington Capital, L.P.		0		27,985,610		27,985,610		6.6	%

* Based on 423,378,759 shares of common stock outstanding as of April 28, 2014 reported in the Form 10-Q for the quarterly period ended March 31, 2014 filed by the Issuer with the Securities and Exchange Commission on May 1, 2014.

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CUSIP No. 131347304 Page 15 of 17 Pages

(c)

PARTY EFFECTING TRANSACTION	DATE		BUY /SELL		QUANTITY		PRICE ($)		CURRENCY
LSP Cal Holdings I, LLC		7/8/2014		Sell		13,213,372		23.5719		USD

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

On July 8, 2014, the Reporting Persons entered into a Share Repurchase Agreement (the “Share Repurchase Agreement”) with the Issuer, whereby LSP Cal I agreed to sell, and the Issuer agreed to purchase, 13,213,372 Shares held by LSP Cal I for $23.5719 per Share, for an aggregate consideration of $311,464,283, subject to certain conditions set forth in the Share Repurchase Agreement attached as Exhibit 7.2. The sale of Shares to the Issuer pursuant to the Share Repurchase Agreement was completed on July 10, 2014. The summary of the Share Repurchase Agreement set forth above is qualified in its entirety by reference to the actual agreement which is filed as an exhibit hereto and incorporated by reference into this Item.

Item 7. Material To Be Filed As Exhibits.

Item 7 of the Original Filing, as amended, is hereby amended by adding the following at the end thereof:

Exhibit No.	Description
7.1	Second Amended and Restated Joint Filing Agreement, dated April 22, 2014 (previously filed).
7.2	Share Repurchase Agreement, dated July 8, 2014.

13D/A

CUSIP No. 131347304 Page 16 of 17 Pages

SIGNATURES

After reasonable inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: July 10, 2014

Luminus Management, LLC
By:	/s/ Jonathan Barrett
Name:	Jonathan Barrett
Title:	President
Luminus Energy Partners Master Fund, Ltd.
By:	Luminus Management, LLC
Its:	Investment Manager
By:	/s/ Jonathan Barrett
Name:	Jonathan Barrett
Title:	President
Luminus Special Opportunities I Onshore, L.P.
By:	Luminus Management, LLC
Its:	Investment Manager
By:	/s/ Jonathan Barrett
Name:	Jonathan Barrett
Title:	President
Luminus Special Opportunities I PIE Master, L.P.
By:	Luminus Management, LLC
Its:	Investment Manager
By:	/s/ Jonathan Barrett
Name:	Jonathan Barrett
Title:	President
LS Power Partners, L.P.
By:	/s/ Darpan Kapadia
Name:	Darpan Kapadia
Title:	Managing Director
LSP Cal Holdings I, LLC
By:	/s/ Darpan Kapadia
Name:	Darpan Kapadia
Title:	Managing Director
LS Power Partners II, L.P.
By:	/s/ Darpan Kapadia
Name:	Darpan Kapadia
Title:	Managing Director

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CUSIP No. 131347304 Page 17 of 17 Pages

LSP Cal Holdings II, LLC
By:	/s/ Darpan Kapadia
Name:	Darpan Kapadia
Title:	Executive Vice President
Vega Energy GP, LLC
By:	/s/ Paul Segal
Name:	Paul Segal
Title:	President
Vega Asset Partners, LP
By:	Vega Energy GP, LLC
Its:	General Partner
By:	/s/ Paul Segal
Name:	Paul Segal
Title:	President
Farrington Management, LLC
By:	/s/ Mikhail Segal
Name:	Mikhail Segal
Title:	Vice President
Farrington Capital, L.P.
By:	Farrington Management, LLC
Its:	General Partner
By:	/s/ Mikhail Segal
Name:	Mikhail Segal
Title:	Vice President

EX-99.7.2

Exhibit 7.2

SHARE REPURCHASE AGREEMENT

THIS SHARE REPURCHASE AGREEMENT (this “Agreement”) is made and entered into as of this 8^th day of July, 2014, by and among the entity or entities set forth on Exhibit A hereto (the “Sellers”), and Calpine Corporation, a Delaware corporation (the “Purchaser”).

RECITALS

WHEREAS, each Seller desires to sell to the Purchaser, and the Purchaser desires to purchase from each Seller, the number of shares of Common Stock, par value $0.001 per share, of the Purchaser (“Common Stock”), set forth alongside each Seller’s name on Exhibit A hereto on the terms and conditions set forth in this Agreement (the “Repurchase Transaction”); and

WHEREAS, the board of directors of the Purchaser and the managing member (acting through such member’s general partner) of each of Sellers have approved the Repurchase Transaction.

NOW, THEREFORE, in consideration of the premises and the agreements set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE I

Sale and Purchase of Shares

Section 1.1 Purchase. Subject to the terms and conditions of this Agreement, at the Closing (as defined below), each Seller shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase, acquire and accept from each Seller, the number of shares of Common Stock set forth alongside each Seller’s name on Exhibit A hereto (the “Shares”). The purchase price for each Share shall be $23.5719 per share (the “Purchase Price”) and $311,464,283 in the aggregate.

Section 1.2 Closing. The closing of the Repurchase Transaction (the “Closing”) will take place at the Purchaser’s offices at 717 Texas Avenue, Suite 1000, Houston, Texas on such date as is mutually agreed by the Sellers and the Purchaser but in no event later than the end of the third (3^rd) full business day after the date of this Agreement (the date of the Closing being referred to as the “Closing Date”). At the Closing, (a) each Seller shall deliver or cause to be delivered to the Purchaser all of the Seller’s right, title and interest in and to the Shares (including, if applicable, via delivery in electronic book-entry form through the facilities of the Depository Trust Company), together with all documentation reasonably necessary to transfer to the Purchaser the right, title and interest in and to the Shares; and (b) the Purchaser shall pay to each Seller the aggregate Purchase Price in respect of the Shares in cash by wire transfer of immediately available funds in accordance with the wire transfer instructions provided by the Seller to the Purchaser.

Section 1.3 Conditions. (a) The obligations of the Purchaser and the Sellers to consummate the Repurchase Transaction and to effectuate the Closing are subject to the satisfaction of the following conditions at the time of the Closing:

(i) the Repurchase Transaction will be made in accordance with, and not be in contravention of, the terms of applicable federal and state securities laws and regulations or any other applicable laws or regulations; and

(ii) there shall be no suit, action, claim, investigation, inquiry or proceeding instituted or threatened or an order, decree or judgment of any court, arbitrator, agency or governmental authority rendered which (i) questions the validity or legality of any transaction contemplated hereby, or (ii) seeks to enjoin any transaction contemplated hereby.

(b) This Agreement shall terminate automatically and be of no force or effect if any of the conditions set forth herein is not satisfied as of the end of the third (3^rd) full business day after the date of this Agreement.

(c) The conditions set forth herein shall be of no force or effect following the Closing.

ARTICLE II

Representations and Warranties of each Seller

Each Seller hereby makes the following representations and warranties to the Purchaser as to itself, each of which is true and correct on the date hereof and as of the Closing Date and shall survive the Closing Date.

Section 2.1 Power; Authorization and Enforceability. (a) The Seller is duly incorporated or formed, validly existing and in good standing under the laws of the state of its incorporation or formation, and has the requisite power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby.

(b) This Agreement has been duly executed and delivered by the Seller and constitutes a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

Section 2.2 No Consents. The execution and delivery of this Agreement by the Seller and the consummation by the Seller of the transactions contemplated hereby do not require the consent, approval, authorization, order, registration or qualification of, or (except for filings pursuant to Section 16 or Section 13 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) filing by the Seller with, any governmental authority or regulatory authority, including any stock exchange or self-regulatory organization, or court, or body or arbitrator having jurisdiction over such Seller.

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Section 2.3 No Conflicts. The execution and delivery of this Agreement by the Seller and the consummation by such Seller of the transactions contemplated hereby does not and will not constitute or result in a breach, violation or default under, or cause the acceleration or termination of any obligation or right of such Seller under (i) any agreement or instrument, whether written or oral, express or implied, to which the Seller is a party, (ii) the Seller’s organizational documents, or (iii) any statute, law, ordinance, decree, order, injunction, rule, directive, judgment or regulation of any court, administrative or regulatory body, governmental authority, arbitrator, mediator or similar body on the part of the Seller, except, in each case, as would not reasonably be expected to have an adverse effect upon the ability of the Seller to consummate the Repurchase Transaction and perform its obligations under this Agreement.

Section 2.4 Title to Shares. The Seller is the sole legal owner of, and has good and valid title to, the Shares and upon delivery to the Purchaser of the Shares to be sold by the Seller to the Purchaser, against payment made pursuant to this Agreement, good and valid title to such Shares, free and clear of any lien, pledge, charge, security interest, mortgage, or other encumbrance or adverse claim, will pass to the Purchaser.

Section 2.5 Sophistication of the Seller. The Seller (either alone or together with its advisors) has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the Repurchase Transaction. The Seller has had the opportunity to ask questions and receive answers concerning the terms and conditions of the Repurchase Transaction and the Shares and has had full access to such other information concerning the Shares and the Purchaser as it has requested. The Seller has received all information that it believes is necessary or appropriate in connection with the Repurchase Transaction. The Seller is an informed and sophisticated party and has engaged, to the extent the Seller deems appropriate, expert advisors experienced in the evaluation of transactions of the type contemplated hereby. The Seller acknowledges that the Seller has not relied upon any express or implied representations or warranties of any nature made by or on behalf of the Purchaser, whether or not any such representations, warranties or statements were made in writing or orally, except as expressly set forth for the benefit of the Seller in this Agreement.

ARTICLE III

Representations and Warranties of the Purchaser

The Purchaser hereby makes the following representations and warranties to each Seller, each of which is true and correct on the date hereof and as of the Closing Date and shall survive the Closing Date.

Section 3.1 Power; Authorization and Enforceability. (a) The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite power, authority and capacity to execute and deliver this Agreement, to perform the Purchaser’s obligations hereunder, and to consummate the transactions contemplated hereby.

(b) This Agreement has been duly executed and delivered by the Purchaser and constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the

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Purchaser in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

Section 3.2 No Consents. The execution and delivery of this Agreement by the Purchaser and the consummation by the Purchaser of the transactions contemplated hereby do not require the consent, approval, authorization, order, registration or qualification of, or (except for filings pursuant to the Exchange Act following the date of this Agreement) filing by the Purchaser with, any governmental authority or regulatory authority, including any stock exchange or self-regulatory organization, or court, or body or arbitrator having jurisdiction over the Purchaser.

Section 3.3 No Conflicts. The execution and delivery of this Agreement by the Purchaser and the consummation by the Purchaser of the transactions contemplated hereby does not and will not constitute or result in a breach, violation or default under, or cause the acceleration or termination of any obligation or right of such the Purchaser under (i) any agreement or instrument, whether written or oral, express or implied, to which the Purchaser is a party, (ii) the Purchaser’s organizational documents, or (iii) any statute, law, ordinance, decree, order, injunction, rule, directive, judgment or regulation of any court, administrative or regulatory body, governmental authority, arbitrator, mediator or similar body on the part of the Purchaser, except, in each case, as would not reasonably be expected to have an adverse effect upon the ability of the Purchaser to consummate the Repurchase Transaction and perform its obligations under this Agreement.

Section 3.4 Sophistication of Purchaser. The Purchaser has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the Repurchase Transaction. The Purchaser is an informed and sophisticated party and has engaged, to the extent the Purchaser deems appropriate, expert advisors experienced in the evaluation of transactions of the type contemplated hereby. The Purchaser acknowledges that it has not relied upon any express or implied representations or warranties of any nature made by or on behalf of any Seller, whether or not any such representations, warranties or statements were made in writing or orally, except as expressly set forth for the benefit of the Purchaser in this Agreement.

ARTICLE IV

Miscellaneous Provisions

Section 4.1 Notice. All notices, requests, certificates and other communications to any party hereunder shall be in writing and given to each other party hereto and shall be deemed given or made (i) as of the date delivered, if delivered personally, (ii) on the date the delivering party receives confirmation, if delivered by facsimile or electronic mail (iii) three (3) business days after being mailed by registered or certified mail (postage prepaid, return receipt requested); or (iv) one (1) business day after being sent by overnight courier (providing proof of delivery), to the parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 4.1).

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If delivered to the Purchaser, to:

Calpine Corporation

717 Texas Avenue, Suite 1000

Houston, Texas 77002

Attention: W. Thaddeus Miller

Facsimile No.: 713 830 2001

with a copy to:

White & Case LLC

1155 Avenue of the Americas

New York, NY 10036

Attention: Colin J. Diamond

Facsimile No.: (212) 354-8113

if to any Seller, to:

LSP Cal Holdings I, LLC

1700 Broadway, 35^th Floor

New York, NY 10019

Attention: John Staikos

Facsimile No.: (212) 615-3440

Section 4.2 Entire Agreement. This Agreement and the other documents and agreements executed in connection with the Repurchase Transaction shall constitute the entire agreement between the parties with respect to the subject matter hereof and shall supersede all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter of this Agreement.

Section 4.3 Assignment; Binding Agreement. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by either of the parties without the prior written consent of the other party. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and permitted assigns. Any purported assignment not permitted under this Section 4.3 shall be null and void.

Section 4.4 Counterparts. This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Copies of executed counterparts transmitted by telecopy, telefax or electronic transmission shall be considered original executed counterparts for purposes of this Section 4.4.

Section 4.5 Governing Law; Waiver of Jury Trial; Limitation on Damages. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND

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TO BE PERFORMED IN THE STATE OF NEW YORK, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS.

EACH OF THE PARTIES TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

NO PARTY SHALL BE LIABLE (IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY, INDEMNITY AND WARRANTY) FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES IN CONNECTION WITH, ARISING OUT OF OR IN ANY WAY RESULTING FROM SUCH PARTY’S PERFORMANCE, NONPERFORMANCE OR DELAY IN PERFORMANCE OF ITS OBLIGATIONS UINDER THIS AGREEMENT OR FOR ANY FAILURE OF PERFORMANCE RELATED HERETO, HOWSOEVER CAUSED. IN ADDITION, UNDER NO CIRCUMSTANCES SHALL THE AGGREGATE LIABILITY OF SELLERS, ON THE ONE HAND, OR PURCHASER, ON THE OTHER HAND, HEREUNDER OR IN CONNECTION HEREWITH EXCEED THE AGGREGATE PURCHASE PRICE.

Section 4.6 No Third Party Beneficiaries or Other Rights. This Agreement is for the sole benefit of the parties and their successors and permitted assigns and nothing herein express or implied shall give or shall be construed to confer any legal or equitable rights or remedies to any person other than the parties to this Agreement and such successors and permitted assigns.

Section 4.7 Amendments; Waivers. This Agreement and its terms may not be changed, amended, waived, terminated, augmented, rescinded or discharged (other than in accordance with its terms), in whole or in part, except by a writing executed by the parties hereto.

Section 4.8 Further Assurances. Each party hereto shall use its reasonable best efforts to do and perform or cause to be done and performed all such further acts and things and shall execute and deliver all such other agreements, certificates, instruments, and documents as any other party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

Section 4.9 Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Section 4.10 Termination. This Agreement may be terminated and the Repurchase Transaction abandoned at any time prior to the Closing by mutual written consent of each party.

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(Signatures appear on the next page.)

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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of the date first above written.

THE PURCHASER:
Calpine Corporation
By:	/s/ Zamir Rauf Name: Zamir Rauf Title:   Executive Vice President & Chief Financial Officer
THE SELLERS:
LSP Cal Holdings I, LLC
By:	/s/ Darpan Kapadia Name: Darpan Kapadia Title:   Managing Director

Exhibit A

Name	Number of Shares being Sold
LSP Cal Holdings I, LLC	13,213,372