EXHIBIT 4.1
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
THIS AMENDMENT NO. 2 TO RIGHTS AGREEMENT (this "Amendment"), dated as of
March 18, 2005, is between Calpine Corporation, a Delaware corporation (the
"Company"), and EquiServe Trust Company, N.A., as rights agent (the "Rights
Agent").
WHEREAS, the Company and the Rights Agent are parties to an Amended and
Restated Rights Agreement, dated as of September 19, 2001, between the Company
and the Rights Agent, as amended by Amendment No. 1 to Rights Agreement, dated
as of September 28, 2004 (as so amended, the "Rights Agreement"); and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company and
the Rights Agent desire to amend the Rights Agreement as set forth below;
NOW, THEREFORE, the Rights Agreement is hereby amended as follows:
1. Amendment of Section 7(a).
Section 7(a) of the Rights Agreement is amended by deleting the clause
"(i) the Close of Business on the tenth anniversary of the Rights Dividend
Declaration Date (the "Final Expiration Date")," and replacing it with "(i) the
Close of Business on May 1, 2005 (the "Final Expiration Date"),".
2. Effectiveness.
This Amendment shall be deemed effective as of the date set forth
above as if executed by both parties hereto on such date. Except as amended
hereby, the Rights Agreement shall remain in full force and effect and shall be
otherwise unaffected hereby.
3. Miscellaneous.
This Amendment shall be deemed to be a contract made under the laws of
the State of Delaware and for all purposes shall be governed by and construed in
accordance with the laws of such state applicable to contracts to be made and
performed entirely within such state. This Amendment may be executed in any
number of counterparts, each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument. If any term, provision, covenant or restriction
of this Amendment is held by a court of competent jurisdiction or other
authority to be invalid, illegal, or unenforceable, the remainder of the terms,
provisions, covenants and restrictions of this Amendment shall remain in full
force and effect and shall in no way be affected, impaired or invalidated.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first set forth above.
CALPINE CORPORATION
By: /s/ Xxxx X. Xxxxxxxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxxxxxxx
Title: Executive Vice President and
General Counsel
EQUISERVE TRUST COMPANY, N.A.
By: /s/ Xxxxx Xxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxx
Title: Managing Director
