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EX-10.1 - AMENDMENT NO. 5 TO CREDIT AGREEMENT, DATED AS OF SEPTEMBER 15, 2017 - CALPINE CORPexhibit101-calpinerevolver.htm






UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 15, 2017

calpinelogoa02a02a09.gif


CALPINE CORPORATION
(Exact name of registrant as specified in its charter)


Delaware
1-12079
77-0212977
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)


717 Texas Avenue, Suite 1000, Houston, Texas 77002
(Addresses of principal executive offices and zip codes)

Registrant's telephone number, including area code: (713) 830-2000

Not applicable
(Former name or former address if changed since last report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))










TABLE OF CONTENTS


 
ITEM 1.01 — ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
 
 
ITEM 9.01 — FINANCIAL STATEMENTS AND EXHIBITS
 
 
SIGNATURES
 
 
EXHIBIT INDEX
 



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ITEM 1.01 — ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On September 15, 2017, Calpine Corporation (the “Company”) amended its revolving credit facility (the “Amendment”), in order to obtain a waiver of a change of control or other default or event of default that would otherwise arise under the revolving credit facility in connection with, and a consent to the transactions contemplated by, the Agreement and Plan of Merger (the “Merger Agreement”) entered into between the Company and Volt Parent, LP and Volt Merger Sub, Inc. on August 17, 2017. The waiver and consent are conditioned upon the closing of the transaction contemplated in the Merger Agreement. 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.
    

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ITEM 9.01 — FINANCIAL STATEMENTS AND EXHIBITS

(d)
Exhibits

Exhibit No.
 
Description
 
 
 
 
Amendment No. 5 to the Credit Agreement, dated as of September 15, 2017, 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.


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SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CALPINE CORPORATION

 
 
 By:    
/s/ ZAMIR RAUF
 
 
 
 
Zamir Rauf
 
 
 
 
Executive Vice President and
 
 
 
 
Chief Financial Officer
 
 
 
 
 
 
 
 Date: September 20, 2017
 
 
 



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EXHIBIT INDEX


Exhibit No.
 
Description
 
 
 
 
Amendment No. 5 to the Credit Agreement, dated as of September 15, 2017, 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.



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