EXHIBIT 4(E)
______________________________________________________________________________
NEVADA POWER COMPANY
(formerly DESERT Merger Sub, Inc., as successor to Nevada Power Company)
to
IBJ WHITEHALL BANK & TRUST COMPANY,
as Trustee
SUPPLEMENTAL INDENTURE NO. 1
AND ASSUMPTION AGREEMENT
Dated as of June 1, 1999
$72,164,950
7 3/4% Junior Subordinated Deferrable Interest Debentures Due 2038
______________________________________________________________________________
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SUPPLEMENTAL INDENTURE NO. 1
AND ASSUMPTION AGREEMENT
SUPPLEMENTAL INDENTURE No. 1 AND ASSUMPTION AGREEMENT, dated as of
June 1, 1999, between Nevada Power Company, a Nevada corporation formerly known
as Desert Merger Sub, Inc., as successor to Nevada Power Company (the
"Company"), and IBJ Whitehall Bank & Trust Company, as successor to IBJ Schroder
Bank & Trust Company, a New York banking corporation, as Trustee (the
"Trustee").
RECITALS
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WHEREAS, Nevada Power Company (the "Merged Company") has heretofore
executed and delivered to the Trustee an Indenture, dated as of October 1, 1998
(the "Indenture"), providing for the issuance from time to time of series of the
Company's Debentures; and
WHEREAS, in connection with the issuance of the Debentures by the
Merged Company, the Merged Company also entered into the following agreements
and executed the following instruments:
(1) the Indenture;
(2) the Debentures;
(3) Amended and Restated Declaration of Trust dated as of October 1,
1998, among the Merged Company, the Trustee, Delaware Trust
Capital Management, Inc., the Administrative Trustees named
therein and the holders of undivided beneficial interests in NVP
Capital III;
(4) Preferred Securities Guarantee Agreement dated as of October 1,
1998 between the Merged Company and the Trustee; and
(5) Common Securities Agreement dated as of October 1, 1998 by the
Merged Company.
Each of the foregoing agreements or instruments being referred to herein
collectively as the "Nevada Power Obligations".
WHEREAS, on April 29, 1998, the Merged Company entered into a Merger
Agreement with Sierra Pacific Resources, a Nevada utility holding company,
pursuant to which DESERT Merger Sub, Inc., a wholly owned subsidiary of Sierra
Pacific Resources, merged with the Merged Company with DESERT Merger Sub, Inc.
being the surviving corporation which surviving corporation then changed its
name to Nevada Power Company; and
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WHEREAS, Section 701 of the Indenture provides that the Merged Company
shall not merge into any other Person (as defined in the Indenture) and that no
Person shall consolidate with or merge into the Merged Company unless:
(1) the Person formed by such consolidation or into which the
Company is merged is a corporation, partnership, limited
liability company or trust, is be organized and validly
existing under the laws of the United States of America or any
State or the District of Columbia, and shall expressly assume,
by a supplemental indenture, executed and delivered to the
Trustee, in form satisfactory to the Trustee, the due and
punctual payment of the principal of and interest on all the
Debentures and the performance or observance of every covenant
of the Indenture on the part of the Company to be performed or
observed;
(2) immediately after giving effect to such transaction and
treating any indebtedness which becomes an obligation of the
Company as a result of such transaction as having been incurred
by the Company at the time of such transaction, no Event of
Default, and no event which, after notice or lapse of time or
both, would become an Event of Default, shall have happened and
be continuing;
(3) the Company has delivered to the Trustee an Officer's
Certificate and an Opinion of Counsel each stating that such
consolidation, merger, conveyance, transfer or lease and, if a
supplemental indenture is required in connection with such
transaction, such supplemental indenture comply with this
Article and that all conditions precedent herein provided for
relating to such transaction have been complied with.
WHEREAS, Section 801(2) of the Indenture provides for the Company and the
Trustee to enter into an indenture supplemental to the Indenture to evidence the
succession of another Person to the Company, and the assumption by any such
successor of the covenants of the Company in the Indenture and in the Debentures
contained; and
WHEREAS, the Company, as the surviving entity of the merger, has determined
to enter into this Agreement for purposes of complying with said provision of
Section 801 of the Indenture in accordance with the provisions of Article Eight
of the Indenture.
ARTICLE 1
RELATION TO INDENTURE; DEFINITIONS
Section 1.1. This Supplemental Indenture No. 1 constitutes an integral
part of the Indenture.
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Section 1.2. For all purposes of this Supplemental Indenture No. 1:
(1) Capitalized terms used herein without definition shall have the
meanings specified in the Indenture;
(2) All references herein to Articles and Sections, unless otherwise
specified, refer to the corresponding Articles and Sections of this Supplemental
Indenture No. 1; and
(3) The terms "herein", "hereof", "hereunder" and other words of
similar import refer to this Supplemental Indenture No. 1.
ARTICLE 2
REPRESENTATIONS AND ASSUMPTION OF OBLIGATIONS
Section 2.1. The Company hereby represents that: (a) it is a corporation
duly organized and existing under the laws of the State of Nevada; and (b) there
has not been an Event of Default, and no event which, after notice or lapse of
time, or both, would become an Event of Default.
Section 2.2. The Company hereby expressly assumes the due punctual payment
of the principal of (and premium, if any) and interest (including any Additional
Interest) on all the Debentures and the performance of every covenant of the
Indenture and all other Nevada Power Obligations.
ARTICLE 3
Miscellaneous Provisions
Section 3.1. The Indenture, as supplemented and amended by this
Supplemental Indenture No. 1, is in all respects hereby adopted, ratified and
confirmed.
Section 3.2. This Supplemental Indenture No. 1 may be executed in any
number of counterparts, each of which shall be an original, but such
counterparts shall together constitute but one and the same instrument.
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Section 3.3. THIS SUPPLEMENTAL INDENTURE NO. 1 AND EACH SECURITY SHALL BE
DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA
WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture No. 1 to be duly executed, as of the day and year first written above.
NEVADA POWER COMPANY
By:
William E. Peterson
Senior Vice President
and General Counsel
Attest: _______________________
Secretary
IBJ WHITEHALL BANK & TRUST COMPANY, as
Trustee
By: ___________________________________
Name:
Title:
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