EX-99.7.1 2 d807008dex9971.htm EX-7.1 EX-7.1

Exhibit 7.1

Third Amended and Restated Joint Filing Agreement

This will confirm the agreement by and among all the undersigned that the Statement on Schedule 13D filed on or about this date and any further amendments thereto with respect to beneficial ownership by the undersigned of the Common Shares, $0.001 par value, of Calpine Corporation, a Delaware corporation, is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.

The undersigned further agree that each party hereto is responsible for timely filing of such Statement on Schedule 13D and any further amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein, provided that no party is responsible for the completeness and accuracy of the information concerning the other party, unless such party knows or has reason to believe that such information is inaccurate. The undersigned further agree that this Agreement shall be included as an Exhibit to such joint filing.

This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Dated: October 20, 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
Luminus Investment Partners Master Fund, L.P.
By:   Luminus Management, LLC
Its:   Investment Manager
By:  

/s/ Jonathan Barrett

  Name:   Jonathan Barrett
  Title:   President

 

2


LS Power Partners II, L.P.
By:  

/s/ Darpan Kapadia

  Name:   Darpan Kapadia
  Title:   Managing Director
LSP Cal Holdings II, LLC
By:  

/s/ Darpan Kapadia

  Name:   Darpan Kapadia
  Title:   Managing Director
Vega Energy GP, LLC
By:  

/s/ Paul Segal

  Name:   Paul Segal
  Title:   President

 

3


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

 

4