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EXHIBIT 4.2
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STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
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I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED
CERTIFICATE OF "CALPINE CAPITAL TRUST III", FILED IN THIS OFFICE ON THE
NINETEENTH DAY OF JULY, A.D. 2000, AT 8:30 O'CLOCK A.M.
/s/ EDWARD J. FREEL
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Edward J. Freel, Secretary of State
[SEAL]
3252483 8100 AUTHENTICATION: 0569440
001363891 DATE: 07-20-00
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AMENDED AND RESTATED
CERTIFICATE OF TRUST
OF
CALPINE CAPITAL TRUST III
This Amended and Restated Certificate of Trust of Calpine Capital Trust
III (the "Trust"), dated as of July 19, 2000, is being duly executed and filed
by the undersigned, as trustees of the Trust, to amend and restate the
Certificate of Trust of the Trust, which was filed with the Secretary of State
of the State of Delaware on June 28, 2000, under the Delaware Business Trust Act
(12 Del. C. Section 3801, et seq.) (the "Act").
The original Certificate of Trust is hereby amended and restated in its
entirety, pursuant to Section 3810(c)(1) of the Act, to read as follows:
1. Name. The name of the business trust formed hereby is Calpine
Capital Trust III.
2. Delaware Trustee. The name and business address of the trustee
of the Trust with its principal place of business in the State
of Delaware are Wilmington Trust Company, 1100 North Market
Street, Wilmington, Delaware 19890-0001, Attention: Corporate
Trust Administration.
3. Effective Date. This Certificate of Trust shall be effective
upon the date and time of filing.
4. Counterparts. This Certificate of Trust may be executed in one
or more counterparts.
[SIGNATURE PAGES FOLLOW]
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 08:30 AM 07/19/2000
001363891 -- 3252483
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IN WITNESS WHEREOF, the undersigned have executed this Certificate of
Trust in accordance with Section 3811(a)(2) of the Act.
/s/ PETER CARTWRIGHT
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Peter Cartwright
Administrative Trustee
/s/ ANN B. CURTIS
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Ann B. Curtis
Administrative Trustee
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Thomas R. Mason
Administrative Trustee
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IN WITNESS WHEREOF, the undersigned have executed this Certificate of
Trust in accordance with Section 3811(a)(2) of the Act.
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Peter Cartwright
Administrative Trustee
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Ann B. Curtis
Administrative Trustee
/s/ THOMAS R. MASON
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Thomas R. Mason
Administrative Trustee
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WILMINGTON TRUST COMPANY, as Delaware
Trustee
By: /s/ DENISE M. GERAN
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Name: Denise M. Geran
Senior Financial Services Officer
Authorized Signatory
WILMINGTON TRUST COMPANY, as Property
Trustee
By: /s/ DENISE M. GERAN
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Name: Denise M. Geran
Senior Financial Services Officer
Authorized Signatory
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