STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 04:01 PM 04/24/2002
020262655 - 0939652
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
CALPINE NATURAL GAS GP, INC.
a Delaware corporation
INTO
CALPINE CORPORATION
a Delaware corporation
(Pursuant to Section 253 of the General Corporation
Law of the State of Delaware)
Calpine Corporation, a corporation duly organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, does hereby
certify:
FIRST: That Calpine Corporation (the "Company") and Calpine Natural Gas GP,
Inc. ("Calpine GP") are corporations duly organized and existing under and by
virtue of the General Corporation Law of the State of Delaware.
SECOND: That the Company owns all of the issued and outstanding shares of
the capital stock of Calpine GP.
THIRD: That the Company, by resolutions of its board of directors duly
adopted at a meeting held on the 22nd day of April, 2002, determined to and did
merge into itself said Calpine GP, and that such resolutions have not been
rescinded and are in full force and effect on the date hereof, which resolutions
are in the following words, to wit:
"WHEREAS, Calpine Natural Gas GP, Inc., a Delaware corporation
("Calpine GP"), is a wholly owned subsidiary of the Company;
WHEREAS, the board of directors of the Company deems it advisable and
in the best interest of the Company to merge Calpine GP with and into the
Company, with the Company being the surviving corporation;
NOW, THEREFORE, BE IT RESOLVED, that Calpine GP be merged with and
into the Company pursuant to Section 253 of the General Corporation Law of
the State of Delaware, and that the Company succeed to and possess all the
rights and assets of Calpine GP and be subject to all of the liabilities
and obligations of Calpine GP;
RESOLVED FURTHER, that each share of the capital stock of Calpine GP
issued and outstanding immediately prior to the effective time of the
merger shall, upon the effective time and by virtue of the merger, be
cancelled without payment therefor;
RESOLVED FURTHER, that the merger shall become effective at such time
designated in the Certificate of Ownership and Merger filed by the Company
with the Secretary of State of the State of Delaware to effect the merger;
RESOLVED FURTHER, that the appropriate officers of the Company are
hereby authorized and empowered to file the necessary documents with the
Secretary of State of the State of Delaware, to incur the necessary
expenses therefor and to take, or cause to be taken, all such further
action and to execute and deliver or cause to be executed and delivered, in
the name of and on behalf of the Company, all such further instruments and
documents as any such officer may deem to be necessary or advisable in
order to effect the purpose and intent of the foregoing resolutions and to
be in the best interests of the Company (as conclusively evidenced by the
taking of such action or the execution and delivery of such instruments and
documents, as the case may be, by or under the direction of any such
officer);
RESOLVED FURTHER, that the prior actions of the officers and directors
of the Company in undertaking to carry out the transactions contemplated by
the foregoing resolutions be, and the same hereby are, in all respects,
approved, adopted, ratified and confirmed; and
RESOLVED FURTHER, anything herein or elsewhere to the contrary
notwithstanding, the merger may be amended or terminated and abandoned by
the board of directors of the Company at any time prior to the time that
the Certificate of Ownership and Merger filed with the Secretary of State
of Delaware becomes effective."
FOURTH: The merger shall become effective at 11:58 p.m., Eastern Time
on April 24, 2002.
IN WITNESS WHEREOF, the Company has caused this Certificate to be
signed by its duly authorized officer this 24 day of April, 2002.
CALPINE CORPORATION
By: /s/ Peter Cartwright
---------------------------
Peter Cartwright, President