EXHIBIT 1.4
CUSIP NO:
EXHIBIT A to First Supplemental Indenture 653522DL3
$200,000,000
8-7/8% Senior Note due 2007
No. 1 $200,000,000
NIAGARA MOHAWK POWER CORPORATION
promises to pay to Cede & Co.
or its registered assigns, the principal sum of Two Hundred Million Dollars
($200,000,000) on May 15, 2007.
Interest Payment Dates: May 15 and November 15, commencing November 15, 2000.
Record Dates: May 1 and November 1.
Dated: May 12, 2000
NIAGARA MOHAWK POWER CORPORATION
By: /s/Steven W. Tasker
-----------------------------
Name: Steven W. Tasker
Title: Vice President and Controller
By: /s/Arthur W. Roos
----------------------------
Name: Arthur W. Roos
Title: Vice President and Treasurer
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture:
THE BANK OF NEW YORK,
As Trustee
By: /s/Thomas C. Knight
----------------------------
Authorized Signatory
<PAGE>
(Back of Note)
8-7/8% Senior Note due May, 2007
Capitalized terms used herein shall have the meanings assigned to them in
the Indenture referred to below unless otherwise indicated.
1. Interest. Niagara Mohawk Power Corporation, a New York corporation (the
"Company") promises to pay interest on the principal amount of this 8-7/8%
Senior Note due 2007 (the "Note") at the rate and in the manner specified
below.
The Company shall pay interest on the principal amount of this Note in cash
at the rate per annum shown above. The Company shall pay interest semi-annually
on each May 15 and November 15, commencing November 15, 2000, or if any such day
is not a Business Day (as defined in the Indenture referred to below), on the
next succeeding Business Day (each an "Interest Payment Date").
Interest will be computed on the basis of a 360-day year consisting of twelve
30-day months for the actual number of days elapsed. Interest shall accrue from
the most recent date to which interest has been paid or, if no interest has been
paid, from the date of the original principal and premium at the rate of 1% per
annum in excess of the then applicable interest rate on the Note, it shall pay
interest on overdue installments of interest (without regard to any applicable
grace periods) at the same rate to the extent lawful. The rates of interest
specified in the Indenture and this Note are nominal rates and all interest
payments and computations are to be made without allowance or deduction for
deemed reinvestment of interest.
2. Method of payment. The Company will pay interest on the Notes to the
Persons who are registered Holders of the Notes at the close of business on the
May 1 and November 1 next preceding the relevant Interest Payment Date, even if
such Notes are canceled after such record date and on or before such Interest
Payment Date. The Notes will be payable as to principal, premium, if any, and
interest at the office or agency of the Company maintained for such purpose
within or without the City and State of New York, or, at the option of the
Company, payment of interest may be made by check mailed to the Holders at their
addresses set forth in the register of Holders. Such payment shall be in
such payment of public and private debts coin or currency of the United States
of America as at the time of payment is legal tender for payment of public and
private debts.
3. Paying agent and registrar. Initially, the Trustee will act as Paying
Agent and Registrar. The Company may change any Paying Agent or Registrar or
co-registrar without prior notice to any Holder. The Company may act in any
such capacity.
4. Indenture. The Company issued the Notes under an Indenture dated as of
May 12, 2000, as supplemented by the First Supplemental Indenture dated May 12,
2000 (as so supplemented, the "Indenture") between the Company and the Trustee.
The terms of the Notes include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended (15 U.S. Code 77111-77bbb). The Notes are subject to all such terms,
and Holders are referred to the Indenture and such Act for a statement of such
terms. The terms of the Indenture shall govern any inconsistencies between the
Indenture and the Notes. Capitalized terms used but not defined herein should
have the meaning assigned to them in the Indenture. The Notes are senior
unsecured obligations of the Company limited to $200 million in aggregate
principal amount.
5. Optional redemption. The Notes are redeemable by the Company at any
time, in whole or in part, upon not less than 30 nor more than 60 days' prior
notice, in cash at a redemption price equal to 100% of the principal amount
thereof, plus accrued and unpaid interest thereon through the redemption date
plus the Make-Whole Premium.
6. Mandatory redemption. The Company is not required to make mandatory
repurchase, redemption or sinking fund payments with respect to the Notes.
7. Notice of redemption. Notice of Redemption will be mailed at least 30
days but not more than 60 days before the redemption date to each Holder whose
Notes are to be redeemed at his registered address. Notes in denominations
larger than $1,000 may be redeemed in part but only in whole multiples of $1000,
unless all Notes held by a Holder are to be redeemed. On or after the
redemption date interest ceases to accrue on the Notes or portions thereof
called for redemption.
8. Denominations, transfer, exchange. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000.
The transfer of Notes may be registered and Notes may be exchanged as provided
in the Indenture. The Registrar and the Trustee may require a Holder, among
other things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture.
9. Persons deemed legal owners. Prior to due presentment to the Trustee for
registration of the transfer of this Note, the Trustee, any Agent and the
Company may deem and treat the person in whose name this Note is registered as
its legal and absolute owner for the purpose of receiving payment of principal
of, premium, if any, and interest on this Note and for all other purposes
whatsoever, whether or not this Note is overdue, and neither the Trustee, any
Agent nor the company shall be affected by notice to the contrary. The
registered Holder of a Note may be treated as its legal owners for all purposes.
10. Amendment, supplement and waiver. The Indenture permits, with certain
exceptions as therein provided, the amendment thereof and the modification of
the rights and obligations of the Company and the rights of the Holders of the
Notes at any time by the Company and the Trustee with the consent of the Holders
of a majority in principal amount of the Notes at the time Outstanding. The
Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Note at the time Outstanding, on behalf
of the Holders of all Notes, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Note shall
be conclusive and binding upon such Holder and upon all future Holders of this
Note and of any Note issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Note.
11. Defaults and remedies. If an Event of Default with respect to the Notes
shall occur and be continuing, the principal of the Notes may be declared
and become due and payable in the manner and with the effect provided in the
Indenture.
12. Trustee dealings with company. The Trustee, in its individual or any
other capacity, may make loans to, accept deposits from, and perform services
for the Company or its Affiliates, and may otherwise deal with the Company or
its Affiliates, as if it were not the Trustee.
13. No recourse against others. A director, officer, employee, incorporator
or stockholder, of the Company as such, shall not have any liability for
any obligations of the Company under the Notes for the Indenture or for any
claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the
issuance of the Notes.
14. Authentication. This Note shall not be valid until authenticated by the
manual signature of the Trustee or an authenticating agent.
15. Abbreviations. Customary abbreviations may be used in the name of a
Holder or any assignee, such as: TEN COM (= TENANTS IN COMMON), TEN ENT
(= Tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= custodian), and U/G/M/A
(= Uniform Gifts to Minors Act).
16. Cusip numbers. Pursuant to a recommendation promulgated by the Committee
on Uniform Security Indemnification Procedures, the Company has caused CUSIP
numbers to be printed on the Notes and the Trustee may use CUSIP numbers in
notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.
17. Depository trust company. Unless this certificate is presented by an
authorized representative of The Depository Trust Company, a New York
corporation ("DTC"), to the Company or its agent for registration of transfer,
exchange, or payment, and any certificate issued is registered in the name of
Cede & Co. or in such other name as is requested by an authorized representative
of DTC (and any payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch
as the registered owner hereof, Cede & Co., has an interest herein.
The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture. Requests may be made to:
Niagara Mohawk Power Corporation
300 Erie Boulevard West
Syracuse, New York 13202
Attention: Director, Investor Relations
<PAGE>
ASSIGNMENT FORM
To assign this Note, fill in the form below: (I) or (we) assign and transfer
this Note to
(Insert assignee's soc. sec. or tax I.D. no.)
(Print or type assignee's name, address and zip code)
and irrevocably appoint
to transfer this Note on the books of the Company. The agent may substitute
another to act for him.
Date:
Your signature:
(Sign exactly as your name appears on the face of this Note)
Signature Guarantee.*
*Signature must be guaranteed by a participant in a recognized signature
guaranty medallion program or other signature guarantor acceptable to the
Trustee.
