EXHIBIT B
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SIERRA PACIFIC POWER COMPANY
TO
BANKERS TRUST COMPANY
Trustee
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FOURTH SUPPLEMENTAL INDENTURE
Dated as of February 1, 1997
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Supplementing the Collateral Trust Indenture
Dated as of June 1, 1992
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FOURTH SUPPLEMENTAL INDENTURE, dated as of February 1, 1997, between
SIERRA PACIFIC POWER COMPANY, a corporation duly organized and existing under
the laws of the State of Nevada (herein called the "Company"), having its
principal office at 6100 Neil Road, P.O. Box 10100, Reno, Nevada 89520, and
BANKERS TRUST COMPANY, a New York banking corporation duly organized and
existing under the laws of the State of New York, as Trustee herein called
the "Trustee", the office of the Trustee at which at the date hereof its
corporate trust business is principally administered being Four Albany
Street, New York, New York 10006.
RECITALS OF THE COMPANY
WHEREAS, the Company has heretofore executed and delivered to the Trustee
a Collateral Trust Indenture dated as of June 1, 1992 (the "Indenture")
providing for the issuance by the Company from time to time of its
collateralized medium-term notes to be issued in one or more series (in the
Indenture and herein called the "Securities"); and
WHEREAS, the Company, in the exercise of the power and authority conferred
upon and reserved to it under the provisions of the Indenture, including
Section 1001 thereof, and pursuant to appropriate resolutions of the Board of
Directors, has duly determined to make, execute and deliver to the Trustee this
Fourth Supplemental Indenture to the Indenture as permitted by Sections 201 and
301 of the Indenture in order to establish the form or terms of, and to provide
for the creation and issuance of, a fourth series of Securities under the
Indenture in an initial aggregate principal amount of $35,000,000; and
WHEREAS, all things necessary to make the Securities, when executed by the
Company and authenticated and delivered by the Trustee or any Authenticating
Agent and issued upon the terms and subject to the conditions hereinafter and in
the Indenture set forth against payment therefor the valid, binding and legal
obligations of the Company and to make this Fourth Supplemental Indenture a
valid, binding and legal agreement of the Company, have been done;
NOW, THEREFORE, THIS FOURTH SUPPLEMENTAL INDENTURE WITNESSETH that, in
order to establish the terms of a series of Securities, and for and in
consideration of the premises and of the covenants contained in the Indenture
and in this Fourth Supplemental Indenture and for other good and valuable
consideration the receipt and sufficiency of which are hereby acknowledged, it
is mutually covenanted and agreed as follows:
ARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION
Section 101. Definitions. Each capitalized term that is used herein and
is defined in the Indenture shall have the meaning specified in the Indenture
unless such term is otherwise defined herein.
Section 102. Section References. Each reference to a particular section
set forth in this Fourth Supplemental Indenture shall, unless the context
otherwise requires, refer to this Fourth Supplemental Indenture.
ARTICLE TWO
TITLE AND TERMS OF NOTES
Section 201. Title of the Notes. This Fourth Supplemental Indenture
hereby establishes a series of Securities designated as the "Collateralized
Medium-Term Notes, Series D" of the Company (collectively referred to herein as
the "Notes"). For purposes of the Indenture, the Notes shall constitute a
single series of Securities.
Section 202. Variations in Terms of Notes. The Notes will be offered in
one or more tranches. Subject to the terms and conditions set forth in the
Indenture and in this Fourth Supplemental Indenture, the terms of any particular
tranche of the Notes may vary from the terms of any other tranche of the Notes
as contemplated by Section 301 of the Indenture, and such terms for each tranche
of Notes will be set forth in the Note for such tranche as delivered to the
Trustee or an Authenticating Agent for authentication pursuant to Section 303 of
the Indenture.
Section 203. Term of the Notes. Each Note will mature from nine months to
40 years from the date of issue.
Section 204. Amount and Denominations. The initial aggregate principal
amount in which the Notes may be issued under this Fourth Supplemental Indenture
is $35,000,000 (or, if any Notes are to be Original Issue Discount Securities or
are to be denominated with amounts payable in respect of principal of or any
premium or interest on the Notes to be determined by reference to the value,
rate or price of one or more specified indices ("Indexed Notes"), such principal
amount as shall result initially in an aggregate initial offering price
equivalent to $35,000,000).
The Notes shall be denominated in United States dollars and payments of
principal of and premium, if any, and interest on the Notes shall be made in
United States dollars.
The Notes shall be issuable only in fully registered form. The authorized
denominations of Notes shall be $10,000 and integral multiples of $1,000 in
excess thereof. Notes may be represented by one or more permanent Global Notes,
registered in the name of the Depositary, as provided in Section 206.
Section 205. Interest and Interest Rates. The Notes may bear interest
or may be issued as Notes sold at a discount that do not bear interest, as
shall be specified in such Note. Unless otherwise indicated in the Note,
each interest-bearing Note shall bear interest from and including its date of
authentication or from and including the most recent Interest Payment Date
with
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respect to which interest on such Note (or any predecessor Note) has been
paid or duly provided for at the fixed rate per annum, or at the rate per
annum determined pursuant to an interest rate formula, stated therein until
the principal thereof is paid or made available for payment. Interest shall
be payable on each Interest Payment Date and at Maturity upon deposit of
sufficient funds therefor by the Company by no later than 10:00 a.m., New
York City time, on each such payment date. Interest shall be payable
generally to the Person in whose name a Note (or any predecessor Note) is
registered at the close of business on the Regular Record Date next preceding
each Interest Payment Date; PROVIDED, HOWEVER, that interest payable at
Maturity shall be payable to the person to whom principal shall be payable.
The first payment of interest on any Note originally issued between a Regular
Record Date and an Interest Payment Date shall be made on the second Interest
Payment Date following the Issue Date of such Note to the registered owner on
the Regular Record Date immediately preceding such Interest Payment Date.
In no event shall any Note at any time bear interest in excess of 9% per
annum.
Section 206. Book-Entry Notes. Upon issuance, all Book-Entry Notes of
like tenor and having the same Issue Date shall be represented by a single
permanent Global Note. Each Global Note representing Book-Entry Notes shall be
deposited with, or on behalf of, The Depository Trust Company, as Depositary
(the "Depositary"), located in the Borough of Manhattan, The City of New York,
and shall be registered in the name of the Depositary or a nominee of the
Depositary.
Section 207. Redemption in Certain Circumstances. Upon any redemption of
the Designated Mortgage Bonds relating to any of the Notes that is required
pursuant to the provision of clause 2 of Section 6.05 of the Mortgage Indenture,
the Company will, upon compliance with Section 1202 of the Indenture, redeem
such Notes in an aggregate amount equal to the amount becoming due and payable
on such Designated Mortgage Bonds, plus accrued interest.
ARTICLE THREE
MISCELLANEOUS PROVISIONS
The Trustee makes no undertaking or representations in respect of, and
shall not be responsible in any manner whatsoever for and in respect of, the
validity or sufficiency of this Fourth Supplemental Indenture or the proper
authorization or the due execution hereof by the Company or for or in respect of
the recitals and statements contained herein, all of which recitals and
statements are made solely by the Company.
Except as expressly amended hereby, the Indenture shall continue in full
force and effect in accordance with the provisions thereof and the Indenture is
in all respects hereby ratified and confirmed. This Fourth Supplemental
Indenture and all of its provisions shall be deemed a part of the Indenture in
the manner and to the extent herein and therein provided.
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This Fourth Supplemental Indenture shall be governed by, and construed in
accordance with, the laws of the State of New York.
This Fourth Supplemental Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the date and year first above written.
SIERRA PACIFIC POWER COMPANY
By: /s/ Malyn K. Malquist
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Name: Malyn K. Malquist
Title: Senior Vice President
Distribution Services Business Group
By: /s/ Lynn M. Miller
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Name: Lynn M. Miller
Title: Controller
[SEAL]
Attest:
/s/ William E. Peterson
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William E. Peterson, Senior
Vice President, General Counsel
and Corporate Secretary
BANKERS TRUST COMPANY, as Trustee
By: /s/ Matthew Seeley
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Name: Matthew Seeley
[SEAL] Title: Vice President
Attest:
/s/ Kevin Weeks
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Assistant Treasurer
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