EXHIBIT 4(a)(47)
___________________________________________________________
CERTIFICATE OF AMENDMENT
of the
CERTIFICATE OF INCORPORATION
of
NIAGARA MOHAWK POWER CORPORATION
Under Section 805 of the Business Corporation Law
____________
Dated: August 4, 1994
___________________________________________________________
WINTHROP, STIMSON, PUTNAM & ROBERTS
One Battery Park Plaza
New York, New York 10004-1490
CERTIFICATE OF AMENDMENT
of the
CERTIFICATE OF INCORPORATION
of
NIAGARA MOHAWK POWER CORPORATION
Under Section 805 of the Business Corporation Law
____________
Pursuant to the provisions of Section 805 of the BUSINESS
CORPORATION LAW, the undersigned, being the Vice President-Treasurer and
the Assistant Secretary of NIAGARA MOHAWK POWER CORPORATION, hereby
certify:
I.
The name of the Corporation is Niagara Mohawk Power Corporation.
It was originally incorporated under the name of Niagara Hudson Public
Service Corporation.
II.
The Certificate of Consolidation forming the Corporation was
filed in the Department of State on July 31, 1937.
A Certificate of Change of Name of Niagara Hudson Public Service
Corporation to Central New York Power Corporation was filed in the
Department of State on September 15, 1937.
A "Certificate of Consolidation of New York Power and Light
Corporation and Buffalo Niagara Electric Corporation and Central New York
Power Corporation into Central New York Power Corporation which is to
survive the consolidation and be named Niagara Mohawk Power Corporation"
was filed in the Department of State on January 5, 1950. Said Certificate
of Consolidation is hereinafter sometimes referred to as the "1950
Certificate of Consolidation".
Pursuant to Sections 26-a and 36 of the Stock Corporation Law, a
Certificate of Amendment was filed in the Department of State on January
5, 1950 to effect certain changes authorized in subdivision 2 of Section
35 of the Stock Corporation Law. Said Certificate of Amendment is
hereinafter sometimes referred to as the "1950 Certificate of Amendment".
In accordance with the provisions of Subdivision (E) of
Paragraph (5) of Part D of Article IV, under the heading "General
Provisions Applicable to All Series of Preferred Stock", of the 1950
Certificate of Consolidation, the holders of record of at least a majority
of the total number of shares of Preferred Stock of all series then
outstanding adopted the following resolution at a meeting called for that
purpose and held on December 5, 1956 in the manner prescribed by the
By-Laws of the Corporation:
"Resolved, that consent be and it hereby is given to the
issue by the Corporation of unsecured indebtedness in a total
principal amount not exceeding at any one time outstanding
$50,000,000 over and above the principal amount of unsecured
indebtedness otherwise permitted by the provisions of
Subdivision (E) of Paragraph (5) of Part D of Article IV of the
Certificate of Consolidation of the Corporation filed January 5,
1950."
III.
The Certificate of Incorporation, as heretofore amended, is
hereby further amended by the addition of the following provisions stating
the number, designation, relative rights, preferences, and limitations of
a twenty-sixth additional series of Preferred Stock, to consist of
6,000,000 shares of the par value of $25 per share of the authorized
19,600,000 shares of Preferred Stock of the Corporation of the par value
of $25 per share, as fixed by the Board of Directors of the Corporation
before the issuance of such series, such provisions so added to be
designated as paragraph (4Z) (of Part D of Article IV of the 1950
Certificate of Consolidation as amended by Article V of the 1950
Certificate of Amendment and subsequent amendments) and to read as
follows:
Particular Provisions Applicable to Preferred Stock, 9-1/2% Series
- ------------------------------------------------------------------
(4Z) The number, designation, relative rights, preferences and
limitations of the twenty-sixth additional series of Preferred Stock of
the Corporation as fixed by the Board of Directors (in addition to those
set forth under the heading "Provisions Applicable to All Series of
Preferred Stock" in Paragraph (5) of Part D of Article IV of the 1950
Certificate of Consolidation as amended by Article V of the 1950
Certificate of Amendment and subsequent amendments) are as follows:
(A) The number of shares to constitute the twenty-sixth series
shall be 6,000,000 shares and the designation of such series shall be
"Preferred Stock, 9-1/2% Series".
(B) The dividend rate of the Preferred Stock, 9-1/2% Series
shall be nine and fifty one-hundredths percent (9-1/2%) per annum of
the par value thereof (computed on the basis of a 360-day year of
twelve 30-day months). The dividends on each share of the Preferred
Stock, 9-1/2% Series shall be cumulative from the date of the
original issue thereof and shall be payable on the last day of March,
June, September and December, commencing December 31, 1994. So long
as any shares of the Preferred Stock, 9-1/2% Series shall be
outstanding, the Corporation shall not declare any dividend on the
Common Stock or any other stock ranking as to dividends or assets
junior to the Preferred Stock, 9-1/2% Series, or make any payment on
account of, or set apart money for a sinking or other analogous fund
for, the purchase, redemption or other retirement of any shares of
Common Stock or other such junior stock, or make any distribution in
respect thereof, either directly or indirectly, and whether in cash
or property or in obligations or stock of the Corporation (other than
stock ranking as to dividends and assets junior to the Preferred
Stock, 9-1/2% Series), unless at the date of such declaration in the
case of any such dividend, or at the date of any such other payment,
setting apart or distribution, all dividends payable on the Preferred
Stock, 9-1/2% Series shall have been fully paid, or declared and set
apart for payment.
(C) Except as provided under the heading "Provisions Applicable
to All Series of Preferred Stock" in Paragraph (5) of Part D of
Article IV of the 1950 Certificate of Consolidation as amended by
Article V of the 1950 Certificate of Amendment and subsequent
amendments, the Preferred Stock, 9-1/2% Series shall have no voting
rights whatsoever.
(D) The sum per share for the Preferred Stock, 9-1/2% Series
payable to the holders thereof upon the voluntary dissolution,
liquidation or winding up of the Corporation shall be $25 per share,
plus an amount equal to the dividends accumulated and unpaid on such
share to the date of payment, whether or not earned or declared.
(E) The sum per share for the Preferred Stock, 9-1/2% Series
payable to the holders thereof upon the involuntary dissolution,
liquidation or winding up of the Corporation shall be $25 per share,
plus an amount equal to the dividends accumulated and unpaid on such
share to the date of payment, whether or not earned or declared.
(F) The shares of the Preferred Stock, 9-1/2% Series shall be
redeemable at the option of the Board of Directors of the
Corporation, either as a whole or in part, at any time on or after
September 30, 1999 at the redemption price of $25 per share, plus an
amount equal to the dividends accumulated and unpaid on such share to
the date of payment, whether or not earned or declared.
(G) The shares of the Preferred Stock, 9-1/2% Series shall be
exchangeable on a share for share basis for other shares of Preferred
Stock, 9-1/2% Series, but shall not be convertible into or
exchangeable for other securities of the Corporation.
(H) In every case of the redemption of less than all of the
outstanding shares of Preferred Stock, 9-1/2% Series pursuant to
subdivision (F), above, the shares to be redeemed shall be chosen by
lot, in any manner deemed appropriate by the transfer agent of the
Preferred Stock, 9-1/2% Series, and such redemption shall otherwise
be in the manner prescribed under the heading "Provisions Applicable
to All Series Preferred Stock" in Paragraph (5) of Part D of Article
IV of the 1950 Certificate of Consolidation as amended by Article V
of the 1950 Certificate of Amendment and subsequent amendments.
(I) Shares of Preferred Stock, 9-1/2% Series redeemed,
purchased or otherwise acquired by the Corporation shall be cancelled
and restored to the status of authorized but unissued shares of
Preferred Stock of the par value $25 per share without serial
designation and may be reissued by the Corporation from time to time
as Preferred Stock of any other series of the par value of $25 per
share as may be fixed from time to time by the Board of Directors.
(J) The shares of the Preferred Stock, 9-1/2% Series shall be
subject to the consent set forth in the last subparagraph of
Paragraph II of this Certificate to the same extent and with the same
effect as all series of Preferred Stock outstanding on December 5,
1956 are so subject.
IV.
The amendments of the Certificate of Incorporation effected by
this Certificate were authorized by action of the Board of Directors of
the Corporation, pursuant to Section 502 of the Business Corporation Law.
IN WITNESS WHEREOF, we have made and subscribed this Certificate
this 4th day of August, 1994.
By /s/ Arthur W. Roos
--------------------------------
ARTHUR W. ROOS
Vice President-Treasurer
By /s/ Kapua Rice
--------------------------------
KAPUA RICE
Assistant Secretary
[Corporate Seal]
STATE OF NEW YORK )
: ss.:
COUNTY OF ONONDAGA )
ARTHUR W. ROOS. being duly sworn, deposes and says that he is
Vice President-Treasurer of Niagara Mohawk Power Corporation, the
corporation named in and described in the foregoing Certificate, that he
has read and executed the foregoing Certificate and knows the contents
thereof and that the statements contained therein are true.
/s/ Arthur W. Roos
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ARTHUR W. ROOS
Vice President-Treasurer
Sworn to before me this
4th day of August, 1994.
/s/ Bonnie E. Phillips
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Notary Public