EXHIBIT 4.2
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
CORNELL CORRECTIONS, INC.
Cornell Corrections, Inc., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware (the
"CORPORATION"), does hereby certify as follows:
1. The amendment to the Corporation's Restated Certificate of
Incorporation set forth below was duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of Delaware and has
been consented to and authorized by the holders of at least a majority of the
outstanding capital stock entitled to vote thereon at a duly called meeting of
the stockholders of the Corporation held on May 25, 2000.
2. Article First of the Corporation's Restated Certificate of
Incorporation is amended to read as follows:
"The name of the Corporation is Cornell Companies, Inc. (the
"Corporation")."
IN WITNESS WHEREOF, said corporation has caused this Certificate to be
signed this 25th day of May, 2000.
/S/ JOHN L. HENDRIX
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John L. Hendrix, Chief Financial Officer
Acknowledged by:
/s/ KEVIN B. KELLY
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Kevin B. Kelly, Secretary
