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EXHIBIT 4.4
REMOVAL AND APPOINTMENT OF TRUSTEES
OF CALPINE CAPITAL TRUST III
This Removal and Appointment of Trustees of Calpine Capital Trust III
(the "Trust") is made as of July 19, 2000 (this "Appointment"), by Calpine
Corporation, a Delaware corporation, as Depositor (the "Depositor"). By this
document, the Depositor removes The Bank of New York as the Trust's Property
Trustee and The Bank of New York (Delaware) as the Trust's Delaware Trustee
(hereafter collectively the "Removed Trustees") and appoints Wilmington Trust
Company as the Trust's Property Trustee and Delaware Trustee.
WHEREAS, the Trust was created pursuant to the filing of a Certificate
of Trust of the Trust with the Delaware Secretary of State on June 28, 2000, and
by the entering into of a Declaration of Trust of the Trust, dated as of June
28, 2000 (the "Declaration");
WHEREAS, under the Declaration, the Removed Trustees are trustees of
the Trust;
WHEREAS, the Depositor desires to remove the Removed Trustees as
trustees of the Trust and to appoint the Wilmington Trust Company as the
Property Trustee and the Delaware Trustee of the Trust; and
WHEREAS, the Wilmington Trust Company desires to become such trustees
of the Trust and, immediately following such appointment, the Removed Trustees
shall be deemed removed as trustees of the Trust.
NOW, THEREFORE, in consideration of the mutual promises and obligations
contained herein, the parties, intending to be legally bound, hereby agree as
follows:
1. Pursuant to Section 3.1 of the Declaration, the Depositor hereby
appoints the Wilmington Trust Company as the Property Trustee and Delaware
Trustee of the Trust. The Wilmington Trust Company hereby accepts such
appointments and agrees to be the Property Trustee and the Delaware Trustee of
the Trust pursuant to the Declaration.
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2. Immediately following the appointment by the Depositor of the
Wilmington Trust Company as such trustees of the Trust pursuant to Section 1
hereof, the Depositor hereby removes the Removed Trustees as trustees of the
Trust. The Removed Trustee's removal shall be deemed effective immediately
following the appointment by the Depositor of the Wilmington Trust Company as
trustees of the Trust pursuant to Section 1 hereof.
3. All references in the Declaration to the term Property Trustee and
Delaware Trustee are deemed to refer to the Wilmington Trust Company.
4. This Appointment may be executed in one or more counterparts.
5. Except to the extent that it is expressly modified by this
Appointment, the Declaration shall continue in full force and effect.
6. This Appointment shall be governed by, and construed in accordance
with, the laws of the State of Delaware (without regard to conflict of laws
principles).
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Appointment
to be duly executed as of the date and year first above written.
CALPINE CORPORATION, as Depositor
By: /s/ ANN B. CURTIS
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Name: Ann B. Curtis
Title: Executive Vice President
WILMINGTON TRUST COMPANY, as
Property Trustee
By:
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Name:
Title:
WILMINGTON TRUST COMPANY, as
Delaware Trustee
By:
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Name:
Title:
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IN WITNESS WHEREOF, the parties hereto have caused this Appointment
to be duly executed as of the date and year first above written.
CALPINE CORPORATION, as Depositor
By:
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Name:
Title:
WILMINGTON TRUST COMPANY, as
Property Trustee
By: /s/ DENISE M. GERAN
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Name: Denise M. Geran
Title: Senior Financial Services
Officer
WILMINGTON TRUST COMPANY, as
Delaware Trustee
By: /s/ DENISE M. GERAN
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Name: Denise M. Geran
Title: Senior Financial Services
Officer
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