EX-99 7 ex99-5.htm CERT. OF AMENDMENT OF THE CERT. OF INC. Certificate of Amendment

CERTIFICATE OF AMENDMENT

OF THE CERTIFICATE OF INCORPORATION

OF

NFR POWER, INC.

UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

Filer: James Peterson
10 Lafayette Square
Buffalo, New York 14203

CERTIFICATE OF AMENDMENT

OF THE CERTIFICATE OF INCORPORATION

OF

NFR POWER, INC.

UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

The undersigned, being the president and the secretary of NFR Power, Inc., do hereby certify and set forth:
  1. The name of the corporation is NFR Power, Inc.

  2. The certificate of incorporation of NFR Power, Inc. was filed by the Department of State on the 14th day of December, 1995.

  3. The certificate of incorporation of NFR Power, Inc., is hereby amended in the following respects:

    1. Paragraph (1) of the certificate of incorporation of NFR Power, Inc., which sets forth the name of the corporation, is hereby amended to read:

      1. The name of the corporation is Horizon Power, Inc.

    2. The statement of the certificate of incorporation of NFR Power, Inc., relating to the post office address to which the Secretary of State shall mail a copy of any process against the corporation served upon him is hereby stricken and the following statement is substituted in lieu thereof:

      “The post office address within the State of New York to which the Secretary of State shall mail a copy of any process against the corporation served upon him is c/o Corporation Service Company, 80 State Street, Albany, New York 12207.”

    3. The following statement of designation of registered agent is added to the certificate of incorporation:

      “The name and address of the registered agent of the corporation are Corporation Service Company, 80 State Street, Albany, New York 12207. Said registered agent is to be the registered agent upon which process against the corporation may be served.”

  4. These amendments to the certificate of incorporation of NFR Power, Inc. were authorized, pursuant to sections 803(a) and 615(a) of the Business Corporation Law, by vote of the board, followed by unanimous written consent, setting forth the action so taken, signed by the holders of all outstanding shares entitled to vote thereon.

IN WITNESS WHEREOF, the undersigned have executed and signed this certificate this 20th day of June, 2001.

/s/ B. H. Hale
------------------------------------

B.H. Hale, President


/s/ W. M. Petmecky
------------------------------------

W.M. Petmecky, Secretary


STATE OF NEW YORK
COUNTY OF ERIE

     B.H. Hale, being first duly sworn, deposes and says that he is the President of NFR Power, Inc., that he has read the foregoing certificate and knows the contents thereof and that the statements therein contained are true.

                                                                       /s/ B. H. Hale
                                                                       --------------------------

Sworn to me this 20th
day of June, 2001

/s/ James R. Peterson
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Notary Public

James R. Peterson
Notary Public, State of New York
Qualified in Erie County
My Commission Expires Aug. 31, 2001