______________________________________________________________________________
IBJ SCHRODER BANK & TRUST COMPANY,
as Trustee
SUPPLEMENTAL INDENTURE NO. 1
Dated as of ________________, 1997
$_______________
___________% Junior Subordinated Deferrable Interest Debentures
Series A
______________________________________________________________________________
NEVADA POWER COMPANY
$____________
_____% Junior Subordinated Deferrable Interest Debentures
Series A
SUPPLEMENTAL INDENTURE NO. 1
SUPPLEMENTAL INDENTURE No. 1, dated as of ________ __, 1997, between
____________________, a Nevada corporation (the "Company"), and IBJ Schroder
Bank & Trust Company, a New York banking corporation, as Trustee (the
"Trustee").
RECITALS
The Company has heretofore executed and delivered to the Trustee a
Junior Subordinated Indenture, dated as of ________ __, 1997 (the "Indenture"),
providing for the issuance from time to time of series of the Company's
Securities.
Section 301 of the Indenture provides for various matters with respect
to any series of Securities issued under the Indenture to be established in an
indenture supplemental to the Indenture.
Section 901(3) of the Indenture provides for the Company and the
Trustee to enter into an indenture supplemental to the Indenture to establish
the form or terms of Securities of any series as provided by Sections 201 and
301 of the Indenture.
For and in consideration of the premises and the issuance of the
series of Securities provided for herein, it is mutually covenanted and agreed,
for the equal and proportionate benefit of the Holders of the Securities of such
series, as follows:
ARTICLE 1
RELATION TO INDENTURE; DEFINITIONS
Section 1.1. This Supplemental Indenture No. 1 constitutes an
integral part of the Indenture.
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 or in the Amended and Restated Trust
Agreement, dated as of ________ __, 1997, among the Company, as Depositor, IBJ
Schroder Bank & Trust Company, as Property
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Trustee, Delaware Trust Capital Management, Inc., as Delaware Trustee, and the
Administrative Trustees named therein, as the case may be;
(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 refer to this Supplemental Indenture No. 1.
ARTICLE 2
THE SERIES OF SECURITIES
Section 2.1. Title of the Securities. There shall be a series of
Securities designated the "____% Junior Subordinated Deferrable Interest
Debentures, Series A" (the "Securities").
Section 2.2. Limitation on Aggregate Principal Amount; Date of
Securities. The aggregate principal amount of the Securities shall be limited
to $___________; provided, however, that the authorized aggregate principal
amount of the Securities may be increased above such amount by a Board
Resolution to such effect. Each Security shall be dated the date of its
authentication.
Section 2.3. Principal Payment Date. The principal amount of the
Securities Outstanding (together with any accrued and unpaid interest (including
any Additional Interest) thereon) shall be payable in a single installment on
________ __, 2037; provided, that the Company may (i) change the maturity date
upon the occurrence of an exchange of the Securities for the Preferred
Securities subject to certain conditions set forth in Section 314 of the
Indenture, which changed maturity date shall in no case be earlier than ______
__, 2002 or later than _______ __, 2046 and (ii) extend the maturity date
subject to certain conditions specified in Section 314 of the Indenture, which
extended maturity date shall in no case be later than _______ __, 2046.
Section 2.4. Interest and Interest Rates. The rate of interest on
each Security shall be ____% per annum, accruing from ________ __, 1997 and,
subject to Section 2.5, interest shall be payable, quarterly in arrears, on
March 31, June 30, September 30 and December 31 of each year (each such date, an
"Interest Payment Date"), commencing March 31, 1997. The rate of any Additional
Interest that shall accrue on each Security shall be at the same rate per annum.
The amount of interest payable for any period shall be computed on the basis of
a 360-day year of twelve 30-day months. The amount of interest payable for any
partial period shall be computed on the basis of the number of days elapsed in a
360-day year of twelve 30-day months. In the event that any date on which
interest is payable on a Security is not a Business Day, then a payment of the
interest payable on such date will be made on the next succeeding day which is a
Business Day (and without any interest or other payment in respect of any such
delay), except that, if such Business Day is in the next succeeding calendar
year, such payment shall be made on the immediately preceding Business Day, in
each case with the same force and effect as if made on the date such payment was
originally
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payable. The interest installment so payable, and punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose
name such Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest installment,
which, if such Security is a Global Security issued to the Depositary, shall be
the close of business on the Business Day next preceding such Interest Payment
Date. The interest so payable on any Security which is not punctually paid or
duly provided for on any Interest Payment Date shall forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name such Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities not less than 10 days prior to such Special
Record Date, or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange, the Nasdaq National Market or
other applicable interdealer quotation system or self-regulatory organization on
which the Securities may be listed, and upon such notice as may be required by
such exchange or other self-regulatory organization, all as more fully provided
in the Indenture.
Section 2.5. Extension of Interest Payment Period. (a) The
Company shall have the right, at any time during the term of the Securities,
from time to time, to defer the payment of interest on the Securities for up to
20 consecutive quarters with respect to each deferred period (each, an
"Extension Period"), during which Extension Periods the Company shall have the
right to make partial payments of interest on any Interest Payment Date. At the
end of any such Extension Period the Company shall pay all interest then accrued
and unpaid on the Securities (together with Additional Interest thereon, if any,
at the annual rate of ____%, compounded quarterly, to the extent permitted by
applicable law), provided, that during any such Extension Period, the Company
will not, and will not permit any Subsidiary of the Company to (i) declare or
pay any dividends or distributions or redeem, purchase, acquire or make a
liquidation payment with respect to, any of the Company's outstanding Common
Stock or (ii) make any payment of principal, interest or premium, if any, on or
repay, repurchase or redeem any debt security that ranks pari passu with or
junior in interest to the Securities or make any guarantee payments with respect
to the foregoing (other than (a) dividends or distributions in Common Stock of
the Company, (b) redemptions or purchases of any rights pursuant to the
Company's Preferred Stock Purchase Rights Plan, or any successor to such
Preferred Stock Purchase Rights Plan, and the declaration of a dividend of such
rights or the issuance of Preferred Stock under such plans in the future, (c)
payments under any Nevada Power Guarantee, (d) purchases of Common Stock related
to the issuance of Common Stock under the Company's Stock Purchase and Dividend
Reinvestment Plan or any other benefit plans for its directors, officers or
employees and (e) purchases of Common Stock required to prevent the loss or
secure the renewal or reinstatement of any government license or franchise held
by the Company or any of its Subsidiaries). Prior to the termination of any
such Extension Period, the Company may further extend the interest payment
period, provided that no Extension Period shall exceed 20 consecutive quarters
or extend beyond the Maturity of the Securities. Upon termination of any such
Extension Period and upon the payment of all accrued and unpaid interest and any
Additional Interest then due, the Company may elect to begin a new Extension
Period, subject to the above requirements. No interest shall be due and payable
during an Extension Period, except at the end thereof. The
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Company shall give the Holders of the Securities and the Property Trustee, the
Administrative Trustees and the Trustee notice of its election to begin or
continue any such Extension Period at least one Business Day prior to the
earlier of (i) the date the Distributions on the Preferred Securities are
payable or (ii) the date the Administrative Trustees are required to give notice
to any securities exchange, the Nasdaq National Market or other applicable
interdealer quotation system or self-regulatory organization or to holders of
such Preferred Securities of the record date or the date such Distributions are
payable, but in any event not less than one Business Day prior to such record
date. The Trustee shall promptly give notice of the Company's election to begin
or continue any such Extension Period to the holders of the outstanding
Preferred Securities.
Section 2.6. Place of Payment. The Place of Payment where the
Securities may be presented or surrendered for payment, where the Securities may
be surrendered for registration of transfer or exchange and where notices and
demands to or upon the Company in respect of the Securities and the Indenture
may be served shall be the Corporate Trust Office of the Trustee.
Section 2.7. Redemption. At any time on or after ________ __, 2002,
the Company may, at its option, subject to the terms and conditions of Article
Eleven of the Indenture, redeem the Securities in whole at any time or in part
from time to time, without premium or penalty, at a redemption price equal to
100% of the principal amount thereof plus the accrued and unpaid interest,
including Additional Interest, if any, to the date fixed for redemption.
If a Special Event in respect of NVP Capital I shall occur and be
continuing, the Company may, at its option, redeem the Securities within 90 days
of the occurrence of such Special Event, in whole but not in part, subject to
the provisions of Article Eleven of the Indenture. The redemption price for any
Security so redeemed shall be equal to 100% of the principal amount thereof plus
accrued and unpaid interest, including Additional Interest, if any, to the date
fixed for redemption.
Section 2.8. Exchange. At any time, the Company may terminate NVP
Capital I and cause the Securities to be distributed to Holders of the Trust
Securities in liquidation of NVP Capital I.
Section 2.9. Denomination. The Securities shall be in registered
form without coupons and shall be issuable in denominations of $25 and integral
multiples thereof.
Section 2.10. Currency. Principal and interest on the Securities
shall be payable in Dollars.
Section 2.11. Form of Securities. The Securities shall be
substantially in the form attached as Exhibit A hereto.
Section 2.12. Securities Registrar and Paying Agent. The Trustee
shall initially serve as Securities Registrar and Paying Agent.
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Section 2.13. Sinking Fund Obligations. The Company has no
obligation to redeem or purchase any Securities pursuant to any sinking fund or
analogous requirement or upon the happening of a specified event or at the
option of a Holder thereof.
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.
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 NEVADA 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: ___________________________________
Name:
Title:
Attest: _______________________
IBJ SCHRODER BANK & TRUST COMPANY, as
Trustee
By: ___________________________________
Name:
Title:
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EXHIBIT A
[FORM OF FACE OF SECURITY]
IF THE SECURITY IS TO BE A GLOBAL SECURITY - This Security is a Global
Security within the meaning of the Indenture hereinafter referred to and is
registered in the name of The Depository Trust Company (the "Depository") or a
nominee of the Depository. This Security is exchangeable for Securities
registered in the name of a person other than the Depository or its nominee only
in the limited circumstances described in the Indenture and no transfer of this
Security (other than a transfer of this Security as a whole by the Depository to
a nominee of the Depository or by a nominee of the Depository to the Depository
or another nominee of the Depository) may be registered except in limited
circumstances.
Unless this Security is presented by an authorized representative of
The Depository Trust Company (55 Water Street, New York) to Nevada Power Company
or its agent for registration of transfer, exchange or payment, and any Security
issued is registered in the name of Cede & Co. or such other name as requested
by an authorized representative of The Depository Trust Company and any payment
hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY A PERSON IS WRONGFUL inasmuch as the registered owner hereof,
Cede & Co., has an interest herein.
NEVADA POWER COMPANY
____% Junior Subordinated Deferrable Interest Debentures
Series A
No. __________ $_____________ CUSIP ________
NEVADA POWER COMPANY, a corporation organized and existing under the
laws of Nevada (hereinafter called the "Company", which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to _______________, or registered assigns, the
principal sum of __________________ Dollars on ________ __, 2037; provided, that
the Company may (i) change the maturity date upon the occurrence of an exchange
of the Securities for the Trust Securities subject to certain conditions set
forth in Section 314 of the Indenture, which changed maturity date shall in no
case be earlier than ______ __, 2002 or later than _______ __, 2046 and (ii)
extend the maturity date subject to certain conditions specified in Section 314
of the Indenture, which extended maturity date shall in no case be later than
_______ __, 2046. The Company further promises to pay interest on said
principal sum from ________ __, 1996 or from the most recent interest payment
date (each such date, an "Interest Payment Date") on which interest has been
paid or duly provided for, quarterly (subject to deferral as set forth herein)
in arrears on March 31, June 30, September 30 and December 31 of each year,
commencing March 31, 1997, at the rate of ____% per annum, until the principal
hereof shall have
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become due and payable, plus Additional Interest, if any, until the principal
hereof is paid or duly provided for or made available for payment and on any
overdue principal and (without duplication and to the extent that payment of
such interest is enforceable under applicable law) on any overdue installment of
interest at the rate of ____% per annum, compounded quarterly. The amount of
interest payable for any period will be computed on the basis of twelve 30-day
months and a 360-day year. The amount of interest payable for any partial
period shall be computed on the basis of the number of days elapsed in a 360-day
year of twelve 30-day months. In the event that any date on which interest is
payable on this Security is not a Business Day, then a payment of the interest
payable on such date will be made on the next succeeding day which is a Business
Day (and without any interest or other payment in respect of any such delay),
except that, if such Business Day is in the next succeeding calendar year, such
payment shall be made on the immediately preceding Business Day, in each case
with the same force and effect as if made on the date the payment was originally
payable. A "Business Day" shall mean any day other than (i) a Saturday or
Sunday, (ii) a day on which banking institutions in the City of New York are
authorized or required by law or executive order to remain closed or (iii) a day
on which the Corporate Trust Office of the Trustee or the principal office of
the Property Trustee under the Trust Agreement hereinafter referred to for NVP
Capital I, is closed for business. The interest installment so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in the Indenture, be paid to the Person in whose name this Security (or
one or more Predecessor Securities, as defined in the Indenture) is registered
at the close of business on the Regular Record Date for such interest
installment, which shall be the close of business on the Business Day next
preceding such Interest Payment Date. Any such interest installment not so
punctually paid or duly provided for shall forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture.
The Company shall have the right at any time during the term of this
Security, from time to time, to defer the payment of interest on such Security
for up to 20 consecutive quarters with respect to each deferral period (each an
"Extension Period"), during which Extension Periods the Company shall have the
right to make partial payments of interest on any Interest Payment Date, and at
the end of which the Company shall pay all interest then accrued and unpaid
(together with Additional Interest thereon to the extent permitted by applicable
law); provided that during any such Extension Period, the Company will not, and
will not permit any Subsidiary of the Company to (i) declare or pay any
dividends or distributions or redeem, purchase, acquire or make a liquidation
payment with respect to, any of the Company's outstanding Common Stock or (ii)
make any payment of principal, interest or premium, if any, on or repay,
repurchase or redeem any debt security that ranks pari passu with or junior in
interest to this Security or make any guarantee payments with respect to the
foregoing (other than (a) dividends or distributions in Common Stock of the
Company, (b) redemptions or purchases of any rights pursuant to the Company's
Preferred Stock Purchase
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Rights Plan, or any successor to such Preferred Stock Purchase Rights Plan, and
the declaration of a dividend of such rights or the issuance of Preferred Stock
under such plans in the future, (c) payments under any Nevada Power Guarantee,
(d) purchases of Common Stock related to the issuance of Common Stock under any
of the Company's Stock Purchase and Dividend Reinvestment Plan or any other
benefit plans for its directors, officers or employees and (e) purchases of
Common Stock required to prevent the loss or secure the renewal or reinstatement
of any government license or franchise held by the Company or any of its
Subsidiaries). Prior to the termination of any such Extension Period, the
Company may further extend the interest payment period, provided that no
Extension Period shall exceed 20 consecutive quarters or extend beyond the
Maturity of this Security. Upon the termination of any such Extension Period
and upon the payment of all accrued and unpaid interest and any Additional
Interest then due, the Company may elect to begin a new Extension Period,
subject to the above requirements. No interest shall be due and payable during
an Extension Period except at the end thereof. The Company shall give the
Holder of this Security and the Trustee notice of its election to begin or
continue an Extension Period at least one Business Day prior to the earlier of
(i) the date the Distributions on the Preferred Securities are payable or (ii)
the date the Administrative Trustees are required to give notice to any
securities exchange, the Nasdaq National Market or other applicable interdealer
quotation system or self-regulatory organization or to holders of such Preferred
Securities of the record date or the date such Distributions are payable, but in
any event not less than one Business Day prior to such record date.
Payment of the principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in the United States, in such 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; provided, however, that at the option of the Company payment of
interest may be made (i) by check mailed to the address of the Person entitled
thereto as such address shall appear in the Securities Register or (ii) by wire
transfer in immediately available funds at such place and to such account as may
be designated by the Person entitled thereto as specified in the Securities
Register.
The indebtedness evidenced by this Security is, to the extent provided
in the Indenture, subordinate and subject in right of payments to the prior
payment in full of all Senior Debt, and this Security is issued subject to the
provisions of the Indenture with respect thereto. Each Holder of this Security,
by accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee on his behalf to take such actions as may be
necessary or appropriate to effectuate the subordination so provided and (c)
appoints the Trustee his attorney-in-fact for any and all such purposes. Each
Holder hereof, by his acceptance hereof, waives all notice of the acceptance of
the subordination provisions contained herein and in the Indenture by each
holder of Senior Debt, whether now outstanding or hereafter incurred, and waives
reliance by each such holder upon said provisions.
Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
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Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated:
NEVADA POWER COMPANY
By:____________________________________
[President or Vice President]
Attest:
_____________________________
[Secretary or Assistant Secretary]
This is one of the Securities referred to in the within mentioned
Indenture.
IBJ SCHRODER BANK & TRUST COMPANY,
as Trustee
By:______________________________
Authorized Officer
[FORM OF REVERSE OF SECURITY]
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under a Junior Subordinated Indenture, dated as of ________ __, 1997
(herein called the "Indenture"), between the Company and IBJ Schroder Bank and
Trust Company, as Trustee (herein called the "Trustee", which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Trustee,
the Company and the Holders of the Securities, and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is
one of the series designated on the face hereof, limited in aggregate principal
amount to $___________.
A-4
All terms used in this Security that are defined in the Indenture or
in the Amended and Restated Trust Agreement, dated as of ________ __, 1996 (the
"Trust Agreement"), for NVP Capital I among Nevada Power Company, as Depositor,
and the Trustees named therein, shall have the meanings assigned to them in the
Indenture or the Trust Agreement, as the case may be.
On or after ________ __, 2002, the Company may at any time, at its
option, subject to the terms and conditions of Article Eleven of the Indenture,
redeem this Security in whole at any time or in part from time to time, without
premium or penalty, at a redemption price equal to 100% of the principal amount
thereof plus the accrued and unpaid interest, including Additional Interest, if
any, to the date fixed for redemption.
If a Special Event in respect of NVP Capital I shall occur and be
continuing, the Company may, at its option, redeem this Security within 90 days
of the occurrence of such Special Event, in whole but not in part, subject to
the provisions of Section 1107 and the other provisions of Article Eleven of the
Indenture. The redemption price for any Security so redeemed shall be equal to
100% of the principal amount thereof plus accrued and unpaid interest, including
Additional Interest, if any, to the date fixed for redemption.
In the event of redemption of this Security in part only, a new
Security or Securities of this series for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner, with the effect and subject to the
conditions provided in the Indenture.
The Indenture contains provisions for satisfaction, discharge and
defeasance at any time of the entire indebtedness of this Security upon
compliance by the Company with certain conditions set forth in the Indenture.
The Indenture permits, with certain exceptions as therein provided,
the Company and the Trustee at any time to enter into a supplemental indenture
or indentures for the purpose of modifying in any manner the rights and
obligations of the Company and of the Holders of the Securities, with the
consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities of each series to be affected by such supplemental
indenture. The Indenture also contains provisions permitting Holders of
specified percentages in principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of such series,
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 Security shall be conclusive and binding
upon such Holder and upon all future Holders of this Security and of any
Security 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 Security.
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As provided in and subject to the provisions of the Indenture, if an
Event of Default with respect to Securities of any series at the time
Outstanding occurs and is continuing, then and in every such case the Trustee or
the Holders of not less than 25% in principal amount of the Outstanding
Securities of that series may declare the principal amount (or, if the
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount as may be specified in the terms of that series) of all
the Securities of that series to be due and payable immediately, by a notice in
writing to the Company (and to the Trustee if given by Holders), provided that,
in the case of the Securities of a series issued to an NVP Trust, if upon an
Event of Default, the Trustee or the Holders of not less than 25% in principal
amount of the Outstanding Securities of that series fail to declare the
principal of all the Securities of that series to be immediately due and
payable, the holders of at least 25% in aggregate liquidation amount of the
corresponding series of Preferred Securities then outstanding shall have such
right by a notice in writing to the Company and the Trustee; and upon any such
declaration such principal amount (or specified amount) of and the accrued
interest (including any Additional Interest) on all the Securities of such
series shall become immediately due and payable, provided that the payment of
principal and interest (including any Additional Interest) on such Securities
shall remain subordinated to the extent provided in Article Thirteen of the
Indenture.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the
Securities Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company maintained under Section 1002 of
the Indenture duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Securities Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Securities of this series, of authorized denominations
and for the same aggregate principal amount, will be issued to the designated
transferee or transferees. No service charge shall be made for any such
registration of transfer or exchange, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge payable in
connection therewith.
Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
The Securities of this series are issuable only in registered form
without coupons in denominations of $25 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate
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principal amount of Securities of such series of a different authorized
denomination, as requested by the Holder surrendering the same.
The Company and, by its acceptance of this Security or a beneficial
interest therein, the Holder of, and any Person that acquires a beneficial
interest in, this Security agree that for United States federal, state and local
tax purposes it is intended that this Security constitute indebtedness.
THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA WITHOUT REGARD TO CONFLICTS OF
LAWS PRINCIPLES THEREOF.
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