EXHIBIT C
Sierra Pacific Power Company
6100 Neil Road
P.O. Box 10100
Reno, Nevada 89520-0400
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SIERRA PACIFIC POWER COMPANY
TO
STATE STREET BANK AND TRUST COMPANY
AND
GERALD R. WHEELER,
AS TRUSTEES
THIRTY-FIFTH SUPPLEMENTAL INDENTURE
Dated as of February 1, 1997
Supplementing the Indenture of Mortgage
dated as of December 1, 1940
__________
THIS INSTRUMENT GRANTS A SECURITY INTEREST BY A PUBLIC UTILITY
THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS
This instrument is being filed pursuant to Nevada Revised Statutes
Chapter 105
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THIS THIRTY-FIFTH SUPPLEMENTAL INDENTURE dated as of the first day of
February, 1997 by and between SIERRA PACIFIC POWER COMPANY, as Debtor (its
IRS employer identification number being 88-0044418), a corporation duly
organized and existing under the laws of the State of Nevada (hereinafter
sometimes called the "Company"), whose mailing address is P.O. Box 10100,
Reno, Nevada 89520 and address of its chief place of business is 6100 Neil
Road, Reno, Nevada, party of the first part, and STATE STREET BANK AND TRUST
COMPANY, a trust company duly organized and existing under the laws of The
Commonwealth of Massachusetts, and having its chief place of business at 225
Franklin Street, Boston, Massachusetts, as Trustee and Secured Party (its IRS
employer identification number being 04-1867445) and GERALD R. WHEELER, as
Co-Trustee and Secured Party (whose Social Security number is ###-##-#### and
whose residence address is 37 Cleveland Road, Waltham, Massachusetts), the
mailing address of each of whom is P.O. Box 778, Boston, Massachusetts 02102
(both of whom are hereinafter sometimes called the "Trustees", the former
being hereinafter sometimes called the "Trustee" and the latter the
"Individual Trustee" or "Co-Trustee"), parties of the second part.
WHEREAS, Sierra Pacific Power Company (formerly known as The Truckee
River General Electric Company and also as Truckee River Power Company), a
corporation duly organized and existing under the laws of the State of Maine
(hereinafter called the "Predecessor Company"), heretofore executed and
delivered to The New England Trust Company and Leo W. Huegle, as Trustees, an
Indenture of Mortgage, dated as of December 1, 1940 (hereinafter called the
"Original Indenture") to secure, as provided therein, its bonds (in the
Original Indenture and herein called the "Bonds") to be designated generally
as its First Mortgage Bonds and to be issued in one or more series as
provided in the Original Indenture; and
WHEREAS, by virtue of Section 15.24 of the Original Indenture, State
Street Bank and Trust Company is now qualified and acting as successor
Trustee thereunder as the result of the conversion of The New England Trust
Company into a national banking association under the name New England
National Bank of Boston on October 17, 1960, the consolidation of said
national banking association with The Merchants National Bank of Boston under
the name New England Merchants National Bank of Boston as of December 31,
1960, the merger of said New England Merchants National Bank of Boston into
New England Merchants Bank (National Association) under the name New England
Merchants National Bank as of June 18, 1970, the change of the name of said
New England Merchants National Bank to Bank of New England, National
Association as of May 1, 1982 and the transfer of substantially all of the
corporate trust business of Bank of New England, National Association to
State Street Bank and Trust Company as of September 17, 1990; and
WHEREAS, on April 11, 1947, Leo W. Huegle, Co-Trustee under the Original
Indenture, resigned, and the Predecessor Company and the Trustee, in accordance
with the provisions of Section 15.20 of the Original Indenture, accepted such
resignation and appointed Fletcher C. Chamberlin as successor Co-Trustee
thereunder; and
WHEREAS, on November 18, 1974, Fletcher C. Chamberlin resigned as
Co-Trustee and the Company and the Trustee, in accordance with the provisions
of Section 15.20 of the Original
Indenture, accepted such resignation and appointed James S. Fisher as successor
Co-Trustee thereunder; and
WHEREAS, on September 27, 1985, James S. Fisher resigned as Co-Trustee
and the Company and the Trustee, in accordance with the provisions of Section
15.20 of the Original Indenture, accepted such resignation and appointed
Gerald R. Wheeler as successor Co-Trustee thereunder, and Gerald R. Wheeler
is now the qualified and acting Co-Trustee thereunder; and
WHEREAS, the Predecessor Company heretofore executed and delivered to the
Trustees nine Supplemental Indentures dated, respectively, as of August 1,
1947, April 1, 1948, October 1, 1952, November 1, 1954, November 1, 1956,
April 1, 1958, May 1, 1961, June 1, 1962 and June 1, 1964 supplementing
and/or modifying the Original Indenture, pursuant to each of which the
Predecessor Company provided for the creation of a new series of First
Mortgage Bonds; and
WHEREAS, the Predecessor Company was merged into the Company, on March
31, 1965, whereupon the Company acquired all the property, real, personal or
mixed, including all rights, privileges, easements, licenses and franchises,
described in the Original Indenture as theretofore supplemented and modified
and thereby conveyed or mortgaged or intended so to be, including all such
property acquired by the Predecessor Company since the execution and delivery
of the Original Indenture, which by the terms of the Original Indenture as
theretofore supplemented and modified was subjected or intended to be
subjected to the lien thereof, and the Company thereupon executed and
delivered to the Trustees a Tenth Supplemental Indenture dated as of March
31, 1965, whereby the Company succeeded to the Predecessor Company with the
same effect as if the Company had been named in the Original Indenture as the
mortgagor company and in the Bonds and coupons as the obligor thereon or
maker thereof; and
WHEREAS, the Company heretofore executed and delivered to the Trustees an
Eleventh Supplemental Indenture dated as of October 1, 1965, a Twelfth
Supplemental Indenture dated as of July 1, 1967, a Thirteenth Supplemental
Indenture dated as of May 1, 1970, a Fourteenth Supplemental Indenture dated
as of November 1, 1972, a Fifteenth Supplemental Indenture dated as of May 1,
1974, a Sixteenth Supplemental Indenture dated as of October 1, 1975, a
Seventeenth Supplemental Indenture dated as of July 1, 1976, an Eighteenth
Supplemental Indenture dated as of August 1, 1977, a Twenty-first
Supplemental Indenture dated as of August 1, 1979, a Twenty-second
Supplemental Indenture dated as of October 1, 1980, a Twenty-third
Supplemental Indenture dated as of May 1, 1981, a Twenty-fourth Supplemental
Indenture dated as of September 1, 1982, a Twenty-fifth Supplemental
Indenture dated as of July 1, 1986, a Twenty-sixth Supplemental Indenture
dated as of August 1, 1988, a Twenty-seventh Supplemental Indenture dated as
of August 1, 1989, a Twenty-eighth Supplemental Indenture dated as of May 1,
1992, a Twenty-ninth Supplemental Indenture dated as of June 1, 1992, a
Thirtieth Supplemental Indenture dated as July 1, 1992, a Thirty-first
Supplemental Indenture dated as of November 1, 1992, a Thirty-second
Supplemental Indenture dated as of June 1, 1993, a Thirty-third Supplemental
Indenture dated as of October 1, 1993 and a Thirty-fourth Supplemental
Indenture dated as of February 1, 1996, each supplementing and/or
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modifying the Original Indenture, pursuant to each of which the Company
provided for the creation of a new series of First Mortgage Bonds, and
executed and delivered to the Trustees a Nineteenth Supplemental Indenture
dated as of April 1, 1978 and a Twentieth Supplemental Indenture dated as of
October 1, 1978, each modifying the Original Indenture, and
WHEREAS, pursuant to the Original Indenture, as so supplemented and
modified, there have been executed, authenticated and delivered and there are
now outstanding First Mortgage Bonds of series and in principal amounts as
follows:
Issued and
Title Outstanding
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6 1/2% Bonds of 1997 Series $ 15,000,000.00
2% Bonds of 2011 Series 1,851,764.91
5% Bonds of Series Y due 2024 3,394,063.22
2% Bonds of Series Z due 2004 155,256.99
6.55% Bonds of Series AA due 2013 39,500,000.00
6.65% Bonds of Series BB due 2017 17,500,000.00
12% Bonds of Series CC due 2022 115,000,000.00
6.30% Bonds of Series DD due 2014 45,000,000.00
6.30% Bonds of Series EE due 2022 10,250,000.00
6.35% Bonds of Series FF due 2012 1,000,000.00
6.55% Bonds of Series GG due 2020 20,000,000.00
6.65% Bonds of Series HH due 2017 75,000,000.00
6.70% Bonds of Series II due 2032 21,200,000.00
5.90% Bonds of Series JJ due 2023 9,800,000.00
5.90% Bonds of Series KK due 2023 30,000,000.00
10% Bonds of Series LL due 2033 80,000,000.00
9% Bonds of Series MM due 2035 80,000,000.00
WHEREAS, the Board of Directors of the Company has established under said
Original Indenture, as supplemented and modified, a new series of Bonds to be
designated First Mortgage Bonds, 9% Series NN due 2037, to be dated as of
February 1, 1997 and to be due February 1, 2037 (hereinafter sometimes
referred to as "Bonds of the NN Series") and has authorized the initial
issuance of Bonds of the NN Series in the principal amount of Thirty-five
Million Dollars ($35,000,000) pursuant to the provisions of Article 3 of the
Original indenture to obtain funds for its corporate purposes; and
WHEREAS, pursuant to a Collateral Trust Indenture (as supplemented, the
"Collateral Trust Indenture") dated as of June 1, 1992 between the Company and
Bankers Trust Company (the "Indenture Trustee")
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(a) Thirty-five Million Dollars ($35,000,000) aggregate principal amount
of Bonds of the NN Series are to be registered in the name of the Indenture
Trustee;
(b) From time to time, the Company will designate all or a portion of said
Bonds of the NN Series to be held in pledge as Designated Mortgage Bonds under
the terms of, to the extent and in the manner provided in, the Collateral Trust
Indenture to serve as security for the payment of the principal of and premium,
if any, and interest on up to Thirty-five Million Dollars ($35,000,000)
aggregate principal amount of collateral trust notes (the "Securities") to be
issued from time to time under the Collateral Trust Indenture; and
(c) Any payments received by the Indenture Trustee on account of principal
of or interest on the Bonds of the NN Series are to be applied by the Indenture
Trustee to the payment of corresponding amounts of principal of, or interest or
premium on, the Securities; and any payments received by the Indenture Trustee
on account of principal of, or interest or premium on, the Securities through
funds other than payments received by it on account of principal of or interest
on the Bonds of the NN Series shall constitute full payment of corresponding
amounts of principal of or interest on the Bonds of the NN Series; and any
receipt by the Indenture Trustee of any Securities for cancellation shall
constitute full payment of the principal of and interest on a corresponding
amount of the bonds of the NN Series; and
WHEREAS, Section 16.01 of the Original Indenture provides, among other
things, that the Company may execute and file with the Trustees, and the
Trustees at the request of the Company shall join in, indentures supplemental
to the Original Indenture and which thereafter shall form a part thereof, for
the purposes, among others, of (a) describing the terms of any new series of
Bonds as established by resolution of the Board of Directors of the Company
pursuant to 2.03 of the Original Indenture, (b) subjecting to the lien of
the Original Indenture, or perfecting the lien thereof upon, any additional
properties of any character, and (c) for any other purpose not inconsistent
with the terms of the Original Indenture and which shall not impair the
security of the same; and
WHEREAS, the Company desires to execute this Thirty-fifth Supplemental
Indenture and hereby requests the Trustees to join in this Thirty-fifth
Supplemental Indenture for the purpose of (a) describing the terms of the Bonds
of the NN Series and (b) subjecting to the lien of the Original Indenture, or
perfecting the lien thereof upon, additional properties acquired by the Company
since the execution and delivery of the Original Indenture (the Original
Indenture, as heretofore supplemented and modified and as hereby supplemented
and modified being herein sometimes called the "Indenture"); and
WHEREAS, all conditions necessary to authorize the execution, delivery
and recording of this Thirty-fifth Supplemental Indenture and to make this
Thirty-fifth Supplemental Indenture a valid and binding indenture of mortgage
for the security of the Bonds of the Company issued or to be issued under the
Indenture have been complied with or have been done or performed;
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NOW, THEREFORE, THIS INDENTURE WITNESSETH:
That, in order to secure equally and ratably the payment of the principal
of and premium, if any, and interest on the Bonds issued under and secured by
the Indenture, at any time outstanding, according to their tenor and effect,
and the performance of all the covenants and conditions in the Indenture and
in said Bonds contained, the Company for and in consideration of the premises
and of the purchase and acceptance of said Bonds by the holders thereof, and
of the sum of one dollar ($1.00) and of other valuable consideration to it
duly paid by the Trustees at or before the execution and delivery of these
presents, the receipt whereof is hereby acknowledged, has executed and
delivered these presents, and has granted, bargained, sold, conveyed,
transferred, pledged, assigned, remised, released, mortgaged, set over and
confirmed, and by these presents does grant, bargain, sell, convey, transfer,
pledge, assign, remise, release, mortgage, set over and confirm, all of the
property hereinafter described (except the property described in Part IV
hereof), which has been acquired by the Company since the execution and
delivery by it of the Original Indenture, that part not situated in the State
of California unto the Trustees and their successors and assigns, and that
part situated in the State of California unto the Individual Trustee and his
successors and assigns, to wit:
PART I.
REAL PROPERTY IN THE STATE OF CALIFORNIA
The following described pieces, parcels or tracts of land, easements and
rights and interests in and to land lying and being in the State of California,
together with all improvements of every description thereon situate or in any
wise incident or appertaining thereto:
MODOC COUNTY
The following described property in Modoc County, California as conveyed to
Sierra Pacific Power Company from Ralph E. Wesinger, Jr. and Catherine R.
Wesinger by deed recorded July 25, 1995, Book 422, Pages 687, 688, File No.
002297, Official Records of Modoc County, California:
Parcel I
Township 41 North, Range 12 East, MDB&M Section 4, Lot 3 and the SE 1/4 of
the NW 1/4 Township 42 North, Range 12 East, MDB&M Section 33, the E 1/2 of
the SW 1/4. Containing 120 acres, more or less.
Parcel II
Township 41 North, Range 12 East, MDB&M Section 4, Lot 4 and the SW 1/4 of
the NW 1/4 Township 42 North, Range 12 East, MDB&M Section 33, the SW 1/4
of the SW 1/4. Containing 161.57 acres, more or less.
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Containing 281.57 acres, more or less.
REAL PROPERTY IN THE STATE OF NEVADA
The following described pieces, parcels or tracts of land, easements and
rights and interests in and to land lying and being in the State of Nevada,
together with all improvements of every description thereon situate or in any
wise incident or appertaining thereto:
WASHOE COUNTY
(1) The following described property in Washoe County, Nevada as conveyed
to Sierra Pacific Power Company from Canyon Hills, a Nevada General Partnership
by deed recorded March 18, 1996, File No. 1977252, Official Records of Washoe
County, Nevada:
A parcel of land located within a portion of the NE 1/4 of the SE
1/4, of Section 24, Township 20 North, Range 20 East, MDM, Washoe
County, Nevada
Commencing at the East 1/4 corner of said Section 24;
Thence South 57DEG. 35' 26" West, 618.49 feet to the Northeast corner
of said Parcel of land and to the TRUE POINT OF BEGINNING;
Thence South 26DEG. 55' 59" West, 470.92 feet;
Thence North 90DEG. 00' 00" West, 463.08 feet;
Thence North 00DEG. 00' 00" East, 521.97 feet;
Thence along a non-tangent curve to the right with a radial bearing
of South 08DEG. 21' 00" West, a distance of 38.35 feet, a central
angle of 10DEG. 59' 07" and a radius of 200 feet to a point of
reverse curve to the left;
Thence along said curve a distance of 286.59 feet a central angle of
16DEG. 51' 12" and a radius of 974.31 feet to the end of curve;
Thence South 87DEG. 34' 06" East, a distance of 300.95 feet to the
beginning of a curve to the right;
Thence along said curve a distance of 65.41 feet, a central angle of
44DEG. 05' 37" and a radius of 85.00 feet back to the point of
beginning.
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Containing 6.2 acres, more or less.
(2) The following described property in Washoe County, Nevada as conveyed
to Sierra Pacific Power Company from Gracian Iratcabal and Grace Iratcabal by
deed recorded October 15, 1996, File No. 2039414, Official Records of Washoe
County, Nevada:
All that certain real property situate in Washoe County, Nevada,
lying within the Northwest 1/4 of Section 27, Township 20 North,
Range 20 East, MDM, more particularly described as follows:
Beginning at the center of said Section 27, as shown on Record of
Survey Map No. 1461, recorded February 25, 1981, Official Records,
Washoe County, Nevada, said POINT OF BEGINNING being further described
as a found 5/8" rebar with cap, stamped "RLS 4787".
Thence North 89DEG. 45' 56" West along the Southerly line of said
Northwest 1/4 a distance of 249.83 feet;
Thence North 01DEG. 33' 00" East, 174.41 feet;
Thence South 89DEG. 45' 56" East, 249.83 feet to the Easterly line of
said Northwest 1/4;
Thence South 01 33' 00" West along said Easterly line, 174.41 feet
back to the point of beginning.
Containing 1.0 acre, more or less.
(3) The following described property in Washoe County, Nevada as conveyed
to Sierra Pacific Power Company from Lorne Pratt, Trustee for Area West Profit
Sharing Plan by deed recorded April 24, 1996, File No. 1988238, Official
Records of Washoe County, Nevada:
All that certain lot, piece or parcel of land situate in the County of
Washoe, State of Nevada, described as follows:
That portion of the Southwest 1/4 of the Southeast 1/4 of Section 27,
Township 20 North, Range 19 East, MDB&M, described as follows:
Beginning at the Southwest corner of the property described as Parcel 1
in that certain deed to Sierra Pacific Power Company, recorded
October 17, 1963, as Document No. 401996, from which the Southeast
corner of said Section 27 bears North 89DEG. 20' 00" East a distance
of 1319.2 feet, more or less;
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Thence North 00DEG. 40' 00" East along the West line of said Power
Company property to the Northwest corner thereof;
Thence Easterly along the North line thereof to the Southwest corner
of the property conveyed to Falcon's Nest Limited Partnership by deed
recorded March 6, 1979, as Document No. 592075;
Thence North 01DEG. 10' 42" East along the West line of said Falcon's
Nest Limited Partnership property to the Northwesterly corner thereof;
Thence South 24DEG. 30' 00" West along the Southeasterly line of the
property conveyed to the City of Reno by deed recorded November 16,
1972, as Document No. 265872, to a point on the South line of said
Section 27;
Thence East along said section line to the point of beginning.
Containing 267,458 square feet, more or less.
PART II.
ALL OTHER PROPERTY
Whether the same has or has not been specifically described or referred to
elsewhere in the Indenture, and provided the same is not therein or herein
elsewhere expressly excepted, all the corporate and other franchises owned by
the Company, and all permits, ordinances, easements, privileges, immunities,
patents and licenses, all rights to construct, maintain and operate overhead and
underground systems for the distribution and transmission of electric current,
gas, water, steam heat or other agencies for the supplying to itself and to
others of light, heat, power and water, all rights of way and all grants and
consents and all leases and leasehold interests whatsoever (not therein or
herein specifically excepted) whether the same or any of the same are now owned
or hereafter acquired by the Company; also all other property, real, personal
and mixed, now owned or hereafter acquired by the Company, including (but not
limited to) all its properties situated in the cities of Reno, Sparks, Carson
City, Yerington, Lovelock, Elko, Winnemucca, Hawthorne, Tonopah and Battle
Mountain, in the Counties of Carson City, Churchill, Douglas, Elko, Esmeralda,
Eureka, Humboldt, Lander, Lyon, Mineral, Nye, Pershing, Storey, Washoe and White
Pine, in the State of Nevada, and also in the Counties of Alpine, El Dorado,
Mono, Nevada, Placer, Plumas and Sierra in the State of California and
wheresoever situated (not therein or herein specifically excepted), including
(without in any wise limiting or impairing by the enumeration of the same, the
generality, scope and intent of the foregoing or of any general description
contained in the Original Indenture, as heretofore supplemented and modified and
hereby supplemented and modified), all lands, rights of way, water and riparian
rights and all interests therein, dams and dam sites, gas and electric light,
heat and power plants and systems, water and/or water-works plants and systems,
plants,
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manufactories, power houses, substations, garages, sheds, warehouses, repair
shops, storage houses, buildings, tunnels, bridges, distribution and
transmission lines, pipe lines, conduits, towers, poles, wires, cables and
all other structures, machinery, engines, boilers, dynamos, electric
machines, regulators, meters, transformers, generators, motors, electric and
mechanical appliances, and other equipment of every description; and also all
accessions, additions, alterations, improvements, betterments, developments,
extensions and enlargements hereafter made, constructed or acquired by the
Company to, of or upon any or all of the properties, equipment, system and/or
plants, and/or property used thereby or useful therefor or incidental thereto
or connected therewith; and the reversions, reservations and remainders and
all the estate, right, title, interest, possession, claim and demand of every
nature and description whatsoever of the Company, as well at law as in equity
of, in and to the same and every part and parcel thereof.
PART III.
INCOME
All tolls, revenues, earnings, income, rents, issues and profits of all
property, real and personal, tangible and intangible, which are now or hereafter
shall be or be required to be made subject to the lien of the Indenture, or
pledged thereunder.
PART IV.
PROPERTIES EXCEPTED
There is, however, expressly excepted and excluded from the lien and
operation of the Indenture:
(a) All property excepted or excluded or intended to be excepted or
excluded by the Granting Clauses of the Original Indenture as
heretofore supplemented and modified and as hereby supplemented and
modified, subject to the provisions of Section 5.16 of the Original
Indenture as renumbered by Section 1.07 of the Twentieth Supplemental
Indenture, provided, however, that no properties necessary or
appropriate for purchasing, storing, generating, manufacturing,
utilizing, transmitting, supplying and/or disposing of electricity,
water and/or gas shall be excepted from the lien of the Indenture,
anything contained in Subdivision I of Part X of the Granting Clauses
of the Original Indenture to the contrary notwithstanding; and
(b) All property released or otherwise disposed of pursuant to the
provisions of Article 6 of the Original Indenture,
(all herein sometimes for convenience collectively referred to as "excepted
property").
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TO HAVE AND TO HOLD all that part of the aforesaid property, rights,
privileges, franchises and immunities not situated in the State of California,
whether now owned or hereafter acquired by the Company, unto the Trustees, and
their respective successors and assigns in trust forever; and
TO HAVE AND TO HOLD all that part of the aforesaid property, rights,
privileges, franchises and immunities situated in the State of California,
whether now owned or hereafter acquired by the Company, unto the Individual
Trustee, and his successors and assigns in trust forever.
SUBJECT, HOWEVER, to the exceptions and reservations and matters
hereinabove recited, any permitted liens, other than liens and encumbrances
junior to the lien of the Indenture, as defined in Section 1.01(y) of the
Original Indenture as modified by Section 1.03 of the Twentieth Supplemental
Indenture, and to liens existing on any property hereafter acquired by the
Company at the time of such acquisition or permitted by Section 5.04 of the
Original Indenture.
BUT IN TRUST, NEVERTHELESS, for the equal pro rata benefit, security and
protection of all present and future holders of the Bonds issued and to be
issued under and secured by the Indenture, and to secure the payment of such
Bonds and the interest thereon, in accordance with the provisions of said Bonds
and of the Indenture, without any discrimination, preference, priority or
distinction as to lien or otherwise of any Bond over any other Bond, except
insofar as any sinking fund established in accordance with the provisions of the
Indenture may afford additional security for the Bonds of any one or more series
and except as provided in Section 10.29 of the Original Indenture, so that the
principal and interest of every such Bond shall be equally and ratably secured
by the Indenture, as if all said Bonds had been issued, sold and delivered for
value simultaneously with the execution of the Original Indenture and to secure
the performance of and the compliance with the covenants and conditions of said
Bonds and of the Indenture, and upon the trusts and for the uses and purposes
and subject to the covenants, agreements, provisions and conditions hereinafter
set forth and declared; it being hereby agreed as follows, to wit:
ARTICLE 1
Description of Bonds of the NN Series
Section 1.01. Establishment of Bonds of the NN Series. There shall
be and hereby is established a new series of Bonds to be issued under and
secured by the Indenture and to be designated as the Company's "First
Mortgage Bonds, 9% Series NN due 2037" (herein sometimes referred to as
"Bonds of the NN Series").
Section 1.02. Terms of Bonds of the NN Series. The Bonds of the NN
Series shall be evidenced by a single registered Bond in the principal amount
and denomination of Thirty-five Million Dollars ($35,000,000) due February 1,
2037; it shall bear interest at the rate per annum
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shown in its title, payable semi-annually on February 1 and August 1 of each
year, commencing August 1, 1997. Interest on the Bonds of the NN Series shall
be computed on the basis of a 360-day year of twelve 30-day months. The
Bonds of the NN Series shall be dated as provided in Section 2.08 of the
original Indenture as modified by Section 2.03 of the Twelfth Supplemental
Indenture.
The single Bond of the NN Series shall be numbered 1 and shall upon
issuance be delivered by the Company to and registered in the name of the
Indenture Trustee and thereafter shall not be sold, assigned, pledged,
mortgaged, transferred or otherwise disposed of except as required to effect (a)
an assignment to a successor Indenture Trustee under the Collateral Trust
Indenture or (b) a surrender to the Trustee (i) to effect an exchange, in
accordance with applicable law, in connection with any Federal or State
bankruptcy, insolvency, reorganization or similar proceeding involving the
Company, (ii) to effect an exchange by the Company with the Indenture Trustee of
any Mortgage Bonds (as defined in the Collateral Trust Indenture) upon payment
or deemed payment or other satisfaction and discharge of a portion of any
Mortgage Bonds, (iii) to effect a surrender or an exchange of any Mortgage Bonds
pursuant to Section 406 or 503 of the Collateral Trust Indenture or (iv) to
obtain the final payment due on any Mortgage Bonds as required by the terms of
the Indenture. Bonds issued upon any such transfer or surrender shall be
numbered from 2 upwards and issued to the transferee or person surrendering the
same for a like principal amount, less the principal amount of such bond that
has been paid, deemed to have been paid or otherwise satisfied and discharged or
surrendered for cancellation pursuant to Section 406 or 503 of the Collateral
Trust Indenture.
It is expected that the Company, pursuant to the Collateral Trust
Indenture, will furnish directly to the Indenture Trustee at its principal
corporate trust office all funds required for any and all payments of principal
of, and interest and premium on, Securities. Any such payment may be made in
any coin or currency of the United States which is legal tender for the payment
of public and private debts. The obligation of the company to make any payment
of the principal of or interest on the portion of the Bond of the NN Series that
is designated as Designated Mortgage Bonds (as such term is defined in the
Collateral Trust Indenture and hereinafter called "Designated Mortgage Bonds"),
whether at its stated maturity or upon redemption (including any redemption
pursuant to Section 404 of the Collateral Trust Indenture), shall be fully or
partially, as the case may be, deemed to have been paid or otherwise satisfied
and discharged to the extent that at the time any such payment shall be due, the
then due principal of (and premium, if any) or interest on the Securities to
which such Designated Mortgage Bonds relate shall have been fully or partially
paid, deemed to have been paid or otherwise satisfied and discharged. In
addition, such obligation to make any payment of the principal of or interest on
the portion of the Bond of the NN Series that is designated as Designated
Mortgage Bonds at any time shall be deemed to have been satisfied and discharged
to the extent that the amount of the Company's obligation to make any payment of
the principal of or interest on the portion of the Bond of the NN Series that is
designated as Designated Mortgage Bonds exceeds the obligation of the Company at
that time to make any payment on the applicable Redemption Date or Stated
Maturity (each as defined in the Collateral Trust Indenture) of the principal of
(and premium, if any) or interest on the Securities to which such portion of the
Bond of the NN Series that is designated as Designated Mortgage Bonds relates.
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The obligation of the Company to make any payment of the principal of or
interest on the Bond of the NN Series other than the portion that is designated
as Designated Mortgage Bonds shall be deemed to have been satisfied and
discharged in full at the time any such payment shall be stated to be due.
Unless payment then is or has been made pursuant to the next preceding
paragraph, payment of the principal of, and premium, if any, and interest on the
single Bond of the NN Series shall be made in any coin or currency of the United
States which at the time of payment is legal tender for the payment of public
and private debts at the principal corporate trust office of the Indenture
Trustee on or prior to the business day preceding the due date for such payment.
Any such payment of principal, premium and interest shall be credited as and
used to make a corresponding payment of principal, premium and interest on the
Securities.
The Trustees may conclusively presume that the obligation of the Company to
pay the principal of and premium, if any, and interest on the Bond of the NN
Series as the same shall become due and payable at maturity or upon redemption
shall have been duly and punctually paid or deemed to have been paid or
otherwise satisfied and discharged in full unless and until it shall have
received notice in writing to the contrary from the Indenture Trustee,
specifying the amount of funds required to make such payment after giving effect
to Section 403(a) of the Collateral Trust Indenture.
The Indenture Trustee, by acceptance of the single Bond of the NN Series,
shall agree to make the notations on the Schedule of Designations and
Prepayments required by the Collateral Trust Indenture and to surrender said
Bond to the Trustee upon the circumstances set forth in Section 406 or 503 of
the Collateral Trust Indenture.
If any of the following events of default occurs under Section 601 of the
Collateral Trust Indenture, it shall be deemed to be the corresponding default
under Section 10.01 of the Indenture as hereafter provided: (i) default in the
payment of any interest upon any Security when such interest becomes due and
payable shall be deemed to be a default, under Section 10.01(a) of the
Indenture, in the due and punctual payment of a like amount of interest on the
Bond of the NN Series, (ii) default in the payment of the principal of (or
premium, if any, on) any Security at the stated maturity thereof or upon
redemption thereof shall be deemed to be a default, under Section 10.01(b) of
the Indenture, in the due and punctual payment of a like amount of principal of
the Bond of the NN Series, (iii) default in the deposit of any sinking fund
payment when and as due by the terms of a Security shall be deemed to be a
default under Section 10.01(d) of the Indenture, (iv) a default in the
performance, or breach, of any covenant or warranty of the Company as described
in Section 601(4) of the Collateral Trust Indenture shall be deemed to be a
default under Section 10.01(d) of the Indenture, (v) the occurrence of an event
described in Section 601(5) of the Collateral Trust Indenture shall be deemed to
be a default under Section 10.01(e) of the Indenture, (vi) the occurrence of an
event described in Section 601(6) of the Collateral Trust Indenture shall be
deemed to be a default under Section 10.01(f) of the Indenture and (vii)
occurrence of an event of default provided in an indenture
12
supplemental to the Collateral Trust Indenture shall be deemed to be a
default under Section 10.01(d) of the Indenture.
Any notice affecting or relating to the Bonds of the NN Series required
or permitted to be given under the Indenture may be given by mailing the same
by first class mail, postage prepaid, to the Indenture Trustee at its address
as the same appears on the Bond Register for the Bonds of the NN Series. The
certificate of the Trustee that such mailing has been effected shall be
conclusive evidence of compliance with the requirements of Section 4.02 and
of Section 16.08 of the Original Indenture as modified by Section 2.07 of the
Twelfth Supplemental Indenture, whether or not the Indenture Trustee receives
such notice.
The Trustee hereunder shall, by virtue of its office as such Trustee, be
the Registrar and Transfer Agent of the Company for the purpose of registering
and transferring Bonds of the NN Series, and shall maintain a bond register for
the Bonds of the NN Series.
Section 1.03. Prepayment Provisions of the Bonds of the NN Series.
The Bond of the NN Series shall be redeemable at the option of the Company at
any time, but only to the extent that such Bond of the NN Series is (i) a
Designated Mortgage Bond which the Company has incurred the obligation under
the Collateral Trust Indenture to redeem, or (ii) not a Designated Mortgage
Bond, and shall not otherwise be redeemable pursuant to the requirements of
the Indenture, except pursuant to the provisions of clause 2 of Section 6.05
of the Original Indenture.
In the event of a redemption in accordance with the provisions of the
preceding paragraph, the Indenture Trustee shall forthwith make notation of the
principal amount of the Bond of the NN Series so redeemed on the Schedule of
Designations and Prepayments printed thereon, and shall promptly notify the
Trustee of the amount of such payment and that notation of such payment has been
duly made.
All portions of the single Bond of the NN Series which may from time to
time be paid or prepaid in accordance with this Section 1.03 shall thereupon be
deemed to be funded, and no such portion may be reissued, so long as any portion
of said Bond of the NN Series is outstanding.
Section 1.04. Form of Bonds of the NN Series. The Bonds of the NN
Series and the Trustee's authentication certificate to be executed on the
Bonds of said series shall be substantially in the forms following,
respectively:
[FORM OF BONDS OF NN SERIES]
NOTE: THE HOLDER OF THIS BOND BY ACCEPTANCE HEREOF AGREES TO RESTRICTIONS
ON TRANSFER, TO WAIVERS OF CERTAIN RIGHTS OF EXCHANGE, AND TO INDEMNIFICATION
PROVISIONS AS SET FORTH BELOW. IN ADDITION, THE BOND REPRESENTED BY THIS
CERTIFICATE HAS NOT BEEN REGISTERED
13
UNDER THE SECURITIES ACT OF 1933 AND SUCH BOND MAY NOT BE TRANSFERRED WITHOUT
COMPLIANCE WITH APPLICABLE SECURITIES LAWS.
SIERRA PACIFIC POWER COMPANY
Incorporated under the laws of the State of Nevada
First Mortgage Bonds, 9% Series NN due 2037
Due February 1, 2037
No. NN-__ $35,000,000
SIERRA PACIFIC POWER COMPANY, a corporation of the State of Nevada
(hereinafter called the "Company"), for value received, hereby promises to pay
to ____________________, as trustee (with its successors as such, the
"Indenture Trustee") under that certain Collateral Trust Indenture, dated as of
June 1, 1992, as supplemented (as so supplemented, the "Collateral Trust
Indenture"), between the Company and the Indenture Trustee, providing for the
issuance from time to time of the Company's collateral trust notes (the
"Securities"), to be issued in one or more series or tranches as in the
Collateral Trust Indenture provided, on February 1, 2037, for the ratable
benefit of the Holders from time to time of the series or tranches of
outstanding Securities for which portions of this Bond are designated as
described below, the sum of Thirty-five Million Dollars, and to pay to the
Indenture Trustee interest thereon from February 1, 1997 or the most recent
February 1 or August 1 to which interest has been paid or deemed to have been
paid or otherwise satisfied and discharged, at the rate of 9% per annum on
February 1 and August 1 in each year, commencing August 1, 1997, until the
Company's obligation with respect to the payment of such principal shall have
been discharged. Notwithstanding the foregoing, the obligation of the Company
to make any payment of the principal of or interest on the portion of this Bond
that is designated as Designated Mortgage Bonds (as such term is defined in the
Collateral Trust Indenture), whether at maturity, upon redemption (including any
redemption pursuant to Section 404 of the Collateral Trust Indenture) or
otherwise, shall be fully or partially, as the case may be, deemed to have been
paid or otherwise satisfied and discharged to the extent that at the time any
such payment shall be due, the then due principal of (and premium, if any) or
interest on the Securities to which such Designated Mortgage Bonds relate, shall
have been fully or partially paid, deemed to have been paid or otherwise
satisfied and discharged. In addition, such obligation to make any payment of
the principal of or interest on the portion of this Bond that is designated as
Designated Mortgage Bonds at any time shall be deemed to have been satisfied and
discharged to the extent that the amount of the Company's obligation to make any
payment of the principal of or interest on the portion of this Bond that is
designated as Designated Mortgage Bonds exceeds the obligation of the Company at
that time to make any payment on the applicable Redemption Date or Stated
Maturity (as such terms are defined in the Collateral Trust Indenture)
14
of the principal of (and premium, if any) or interest on the Securities to
which such portion of this Bond that is designated as Designated Mortgage
Bonds relates. The obligation of the Company to make any payment of the
principal of or interest on this Bond other than the portion that is
designated as Designated Mortgage Bonds shall be deemed to have been
satisfied and discharged in full at the time any such payment shall be stated
to be due.
The holder of this Bond by acceptance hereof agrees that whenever any
designation or payment on account of the principal of this Bond is made or
occurs under any provision of the indenture referred to below (the "Indenture")
or the Collateral Trust Indenture, the holder hereof shall promptly note on the
Schedule of Designations and Prepayments the date and amount of each such
designation or payment of principal, and shall promptly notify the Trustee of
the amount of each such designation or payment and that the notation of
designation or payment has been duly made, and further agrees to surrender this
Bond to the Trustee for cancellation when all principal of, premium, if any, and
interest on this Bond shall have been duly paid.
Unless payment then is or has been made pursuant to the second preceding
paragraph, the principal of and interest on this Bond will be paid in lawful
money of the United States of America and will be payable at the principal
corporate trust office of the Indenture Trustee by check or wire transfer to the
order of the Indenture Trustee in Federal funds immediately available at said
office of the Indenture Trustee, in each case on or prior to the business day
preceding the due date for such payment. The holder of this Bond by acceptance
hereof agrees that any such payment of principal or interest on this Bond shall
be credited as and used to make a corresponding payment of principal, premium or
interest on the Securities.
This Bond is the single registered bond of the Company of the series
specified in the title hereof, and is issued in the aggregate principal amount
of $35,000,000 in order to secure by the lien of the Indenture hereinafter
mentioned the obligation of the Company to pay duly and punctually the principal
of (and premium, if any) and interest on Outstanding Securities (as defined in
the Collateral Trust Indenture) in accordance with the terms thereof, and the
Collateral Trust Indenture, and evidences the Bonds of a series of an authorized
issue of bonds of the Company, known as First Mortgage Bonds, not limited as to
maximum principal amount except as otherwise provided in the Indenture
hereinafter mentioned, all issued or issuable in one or more series (which
several series may be of different denominations, dates and tenor) under and
equally secured (except insofar as any sinking fund, established in accordance
with the provisions of the Indenture hereinafter mentioned, may afford
additional security for other Bonds of any particular series) by an Indenture of
Mortgage dated as of December 1, 1940, duly executed and delivered by the
Company's predecessor, Sierra Pacific Power Company, a Maine corporation, and
duly assumed by the Company by means of the Tenth Supplemental Indenture
hereinafter mentioned, to The New England Trust Company (now State Street Bank
and Trust Company by succession, herein sometimes called "Trustee"), and Leo W.
Huegle (now Gerald R. Wheeler by succession), as Trustees, as supplemented and
modified by the First Supplemental Indenture, dated as of August 1, 1947, by the
Second Supplemental Indenture, dated as of April 11, 1948, by the Ninth
Supplemental Indenture, dated as of June 1, 1964, by the Tenth Supplemental
Indenture, dated as of March 31, 1965, by the Twelfth Supplemental Indenture,
15
dated as of July 1, 1967, by the Fourteenth Supplemental Indenture, dated as
of November 1, 1972, by the Fifteenth Supplemental Indenture, dated as of May
1, 1974, by the Seventeenth Supplemental Indenture, dated as of July 1, 1976,
by the Eighteenth Supplemental Indenture, dated as of August 1, 1977, by the
Nineteenth Supplemental Indenture, dated as of April 1, 1978, and by the
Twentieth Supplemental Indenture, dated as of October 1, 1978, and as
supplemented by all other indentures supplemental thereto including a
Thirty-fifth Supplemental Indenture, dated as of February 1, 1997, executed
and delivered by the Company (or executed and delivered by its predecessor
and duly assumed by the Company) to said Trustees, to which Indenture of
Mortgage and all indentures supplemental thereto (herein sometimes
collectively called the "Indenture") reference is hereby made for a
description of the property mortgaged and pledged as security for said bonds,
the rights and remedies and limitations on such rights and remedies of the
registered owner of this Bond in regard thereto, the terms and conditions
upon which said bonds are secured thereby, the terms and conditions upon
which additional bonds and coupons may be issued thereunder and the rights,
immunities and obligations of the Trustees under said Indenture; but neither
the foregoing reference to said Indenture, nor any provision of this Bond or
of said Indenture, shall affect or impair the obligation of the Company,
which is absolute, unconditional and unalterable, to pay at the maturity
herein provided the principal of and premium, if any, and interest on this
Bond as herein provided.
Said Indenture, among other things, provides that no bondholder or
bondholders may institute any suit, action or proceeding for the collection of
this Bond, or claim for interest thereon, or to enforce the lien of said
Indenture, if and to the extent that the institution or prosecution thereof or
the entry of a judgment or a decree therein would, under applicable law, result
in the surrender, impairment, waiver or loss of the lien of said Indenture upon
any property subject thereto.
To the extent permitted and as provided in said Indenture, modifications
or alterations of said Indenture, or any indenture supplemental thereto, and
of the bonds issued thereunder and of the rights and obligations of the
Company and the rights of the bearers or registered owners of the bonds and
coupons, if any, may be made with the consent of the Company and with the
written approvals or consents of the bearers or registered owners of not less
than seventy-five per centum (75%) in principal amount of the bonds
outstanding, and unless all of the bonds then outstanding under said
Indenture are affected in the same manner and to the same extent by such
modification or alteration, with the written approvals or consents of the
bearers or registered owners of not less than seventy-five per centum (75%)
in principal amount of the bonds of each series outstanding, provided,
however, that no such alteration or modification shall, without the written
approval of or consent of the bearer or registered owner of any bond affected
thereby, (a) impair or affect the right of such bearer or registered owner to
receive payment of the principal of and interest on such bond, on or after
the respective due dates expressed in such bond, or to institute suit for the
enforcement of any such payment on or after such respective dates, except
that the holders of not less than seventy-five per centum (75%) in principal
amount of the bonds outstanding may consent on behalf of the bearers or
registered owners of all of the bonds to the postponement of any interest
payment for a period of not exceeding three (3) years from its due date, or
(b) deprive any bearer or registered owner of the bonds of a lien on the
16
mortgaged and pledged property, or (c) reduce the percentage of the principal
amount of the bonds upon the consent of which modifications may be effected
as aforesaid.
If any of the following events occurs under Section 601 of the Collateral
Trust Indenture, it shall be deemed to be the corresponding default under
Section 10.01 of the Indenture as set forth hereafter: (i) default in the
payment of any interest upon any Security when such interest becomes due and
payable shall be deemed to be a default, under Section 10.01(a) of the
Indenture, in the due and punctual payment of a like amount of interest on this
Bond, (ii) default in the payment of the principal of (or any premium, if any,
on) any Security at the stated maturity thereof or upon redemption thereof shall
be deemed to be a default, under Section 10.01(b) of the Indenture, in the due
and punctual payment of a like amount of principal of this Bond, (iii) default
in the deposit of any sinking fund payment, when and as due by the terms of a
Security, shall be deemed to be a default under Section 10.01(d) of the
Indenture, (iv) default in the performance, or breach, of any covenant or
warranty of the Company as described in Section 601(4) of the Collateral Trust
Indenture shall be deemed to be a default under Section 10.01(d) of the
Indenture, (v) occurrence of an event described in Section 601(5) of the
Collateral Trust Indenture shall be deemed to be a default under Section
10.01(e) of the Indenture, (vi) the occurrence of an event described in Section
601(6) of the Collateral Trust Indenture shall be deemed to be a default under
Section 10.01(f) of the Indenture and (vii) occurrence of an event of default
provided in an indenture supplemental to the Collateral Trust Indenture shall be
deemed to be a default under Section 10.01(d) of the Indenture.
In case an event of default as defined in said Indenture shall occur, the
principal of this Bond may become or be declared due and payable before maturity
in the manner and with the effect provided in said Indenture. The holders,
however, of certain specified percentages of the bonds at the time outstanding,
including in certain cases specified percentages of bonds of particular series,
may in the cases, to the extent and under the conditions provided in said
Indenture, waive defaults thereunder and the consequences of such defaults.
This Bond has been issued and delivered to, registered in the name of and
pledged with the Indenture Trustee in trust for the ratable benefit of the
Holders (as defined in the Collateral Trust Indenture) from time to time of the
Outstanding Securities and shall not be sold, assigned, pledged, mortgaged,
transferred or otherwise disposed of except as required to effect (a) an
assignment to a successor Indenture Trustee under the Collateral Trust Indenture
or (b) a surrender to the Trustee (i) to effect an exchange, in accordance with
applicable law, in connection with any Federal or State bankruptcy, insolvency,
reorganization or similar proceeding involving the Company, (ii) to effect an
exchange by the Company with the Indenture Trustee of any Mortgage Bonds (as
defined in the Collateral Trust Indenture) upon payment or deemed payment or
other satisfaction and discharge of a portion of any Mortgage Bonds, (iii) to
effect a surrender or an exchange of any Mortgage Bonds pursuant to Section 406
of the Collateral Trust Indenture or (iv) to obtain the final payment due on any
Mortgage Bonds as required by the terms of the Indenture. Any such transfer or
surrender shall be made at the principal corporate trust office in Boston,
Massachusetts of the Trustee, upon surrender and cancellation of this Bond.
Following any such transfer or such surrender of this Bond in part,
17
and unless such transfer or surrender has been made in connection with the
satisfaction and discharge of the Collateral Trust Indenture, a new fully
registered Bond of the same series for a like principal amount, less the
principal amount of this Bond that has been paid, deemed to have been paid or
otherwise satisfied and discharged or surrendered for cancellation pursuant
to Section 406 or 503 of the Collateral Trust Indenture, will be issued to
such transferee in exchange therefor as provided in the Indenture. The
Company hereby waives any right to make a charge for such an exchange or
transfer of this Bond. The Company and the Trustees may deem and treat the
Indenture Trustee as the absolute owner hereof for the purpose of receiving
payment and for all other purposes.
The Trustees may conclusively presume that the obligation of the Company to
pay the principal of and interest on the Bond of this series as the same shall
become due and payable shall have been duly and punctually paid or deemed to
have been paid or otherwise satisfied and discharged in full unless and until it
shall have received notice in writing to the contrary from the Indenture
Trustee, specifying the amount of funds required to make such payment after
giving effect to Section 403(a) of the Collateral Trust Indenture.
This Bond shall be redeemable at the option of the Company at any time, but
only to the extent that this Bond is (i) a Designated Mortgage Bond which the
Company has incurred the obligation under the Collateral Trust Indenture to
redeem, or (ii) not a Designated Mortgage Bond, and shall not otherwise be
redeemable pursuant to the requirements of the Indenture, except as provided in
this paragraph. In case all or substantially all of the electric properties of
the Company are sold to or taken through the exercise of the right of eminent
domain or the right to purchase by any municipal or governmental body or agency,
the principal of this Bond will, upon receipt by the Company of payment or
compensation, become due and payable before maturity at the principal amount
thereof and accrued interest thereon, all as provided in said Indenture.
In the event of a redemption in accordance with the provisions of the
preceding paragraph, the Indenture Trustee shall forthwith make notation of the
principal amount of this Bond so redeemed on the Schedule of Designations and
Prepayments printed hereon, and shall promptly notify the Trustee of the amount
of such payment and that notation of such payment has been duly made.
The holder of this Bond, pursuant to the terms of Section 402 of the
Collateral Trust Indenture, hereby waives its right, pursuant to Section 4.03 of
the Indenture, to the deposit of moneys for redemption before the redemption
date.
The Company and the Trustee and any paying agent may deem and treat the
person in whose name this Bond shall be registered upon the Bond register for
the Bonds of the NN Series as the absolute owner of such Bond for the purpose of
receiving payment of or on account of the principal of and interest on this Bond
and for all other purposes, whether or not this Bond be overdue, and neither the
Company nor the Trustee nor any paying agent shall be affected by any notice to
the contrary; and all such payments so made to such registered owner or upon his
18
order shall be valid and effectual to satisfy and discharge the liability upon
this Bond to the extent of the sum or sums so paid.
Before any transfer of this Bond by the registered holder or his or its
legal representative will be recognized or given effect by the Company or the
Trustee, the registered holder shall note hereon the date to which interest has
been paid as well as the amounts of all principal prepayments hereon, and shall
notify the Company and the Trustee of the name and address of the transferee and
shall afford the Company and the Trustee the opportunity of verifying the
notation as to payment of interest and principal. By the acceptance hereof the
holder of this Bond and each transferee shall be deemed to have agreed to
indemnify and hold harmless the Company and the Trustee against all losses,
claims, damages or liability arising out of any failure on the part of the
holder or of any such transferee to comply with the requirements of the
preceding sentence.
It is part of the contract herein contained that each registered owner
hereof by the acceptance hereof waives all right of recourse to any personal
liability of any incorporator, stockholder, officer or director, past, present
or future, of the Company, as such, or of any predecessor or successor
corporation, howsoever arising, for the collection of any indebtedness
hereunder; and as a part of the consideration for the issue hereof releases from
all such liability each such incorporator, stockholder, officer or director, all
as provided in said Indenture.
Each registered owner hereof by his acceptance hereof waives any right to
exchange any unpaid portion of this Bond for another Bond under Section 4.01
of the Indenture.
This Bond has not been registered under the Securities Act of 1933, as
amended, and may not be offered or sold in contravention of said Act.
This Bond shall not become or be valid or obligatory for any purpose until
the authentication certificate endorsed hereon shall have been signed by the
Trustee.
19
IN WITNESS WHEREOF, Sierra Pacific Power Company has caused this Bond to be
executed in its name and behalf by the manual or facsimile signature of its
Senior Vice President, Distribution Services Business Group, and its corporate
seal, or a facsimile thereof, to be affixed or printed hereon and attested by
the manual or facsimile signature of its Secretary or one of its Assistant
Secretaries.
SIERRA PACIFIC POWER COMPANY
Dated: By:
--------------------- --------------------------------------
Senior Vice President, Distribution
Services Business Group
Attest:
- -------------------------------
Secretary
AUTHENTICATION CERTIFICATE
This Bond is the single fully-registered bond of the series designated
therein, referred to in the within-mentioned Indenture.
STATE STREET BANK AND TRUST COMPANY
Corporate Trustee
By
---------------------------------------
Authorized Signatory
SCHEDULE OF DESIGNATIONS AND PREPAYMENTS
Total Principal
Principal Principal Amount
Date of Amount Amount Prepaid Currently
Designation Designated of Amount Designated Authorized
or as Designated Previously as Designated Official
Prepayment Mortgage Bond Designated Mortgage Bonds and Title
- --------- ------------ ----------- --------------- -----------
20
ARTICLE 2
Principal Amount of Bonds Presently to Be Outstanding
Section 2.01 The total aggregate principal amount of First Mortgage
Bonds of the Company issued and outstanding and presently to be issued and
outstanding under the provisions of and secured by the Indenture will be Five
Hundred Ninety-Nine Million Six Hundred Fifty-one Thousand Eighty Five
Dollars and Twelve Cents ($599,651,085.12) namely Fifteen Million Dollars
($15,000,000) principal amount of First Mortgage Bonds, 6 1/2% Series due
1997, now issued and outstanding, One Million Eight Hundred Fifty-one
Thousand Seven Hundred Sixty-four Dollars and Ninety-one Cents
($1,851,764.91) principal amount of First Mortgage Bonds, 2% Series due 2011,
now issued and outstanding, Three Million Three Hundred Ninety-four Thousand
Sixty-three Dollars and Twenty-two Cents ($3,394,063.22) principal amount of
First Mortgage Bonds 5% Series Y due 2024, now issued and outstanding, One
Hundred Fifty-five Thousand Two Hundred Fifty-six Dollars and Ninety-nine
Cents ($155,256.99) principal amount of First Mortgage Bonds, 2% Series Z due
2004, now issued and outstanding, Thirty-nine Million Five Hundred Thousand
Dollars ($39,500,000) principal amount of First Mortgage Bonds, 6.55% Series
AA due 2013, now issued and outstanding, Seventeen Million Five Hundred
Thousand Dollars ($17,500,000) principal amount of First Mortgage Bonds,
6.65% Series BB due 2017, now issued and outstanding, One Hundred Fifteen
Million Dollars ($115,000,000) principal amount of First Mortgage Bonds, 12%
Series CC due 2022, Forty-five Million Dollars ($45,000,000) principal amount
of First Mortgage Bonds, 6.30% Series DD due 2014, now issued and
outstanding, Ten Million Two Hundred Fifty Thousand Dollars ($10,250,000)
principal amount of First Mortgage Bonds, 6.30% Series EE due 2022, now
issued and outstanding, One Million Dollars ($1,000,000) principal amount of
First Mortgage Bonds, 6.35% Series FF due 2012, now issued and outstanding,
Twenty Million Dollars ($20,000,000) principal amount of First Mortgage
Bonds, 6.55% Series GG due 2020, now issued and outstanding, Seventy-Five
Million Dollars ($75,000,000) principal amount of First Mortgage Bonds, 6.65%
Series HH due 2017, now issued and outstanding, Twenty-one Million Two
Hundred Thousand Dollars ($21,200,000) principal amount of First Mortgage
Bonds, 6.70% Series II due 2032, now issued and outstanding, Nine Million
Eight Hundred Thousand Dollars ($9,800,000) principal amount of First
Mortgage Bonds, 5.90% Series JJ due 2023, now issued and outstanding, Thirty
Million Dollars ($30,000,000) principal amount of First Mortgage Bonds, 5.90%
Series KK due 2023, now issued and outstanding, Eighty Million Dollars
($80,000,000) principal amount of First Mortgage Bonds, 10% Series LL due
2033, now issued and outstanding, Eighty Million Dollars ($80,000,000)
principal amount of First Mortgage Bonds, 9% Series MM due 2035, now issued
and outstanding, and Thirty-Five Million Dollars ($35,000,000) principal
amount of First Mortgage Bonds, 9% Series NN due 2037, established by
resolution of the Board of Directors and to be issued upon compliance by the
Company with the provisions of Article 3 of the Original Indenture.
21
ARTICLE 3
Miscellaneous
Section 3.01. This instrument is executed and shall be construed as an
indenture supplemental to the Original Indenture, as heretofore supplemented
and modified, and shall form a part thereof, and the Original Indenture as so
supplemented and modified is hereby confirmed. All terms used in this
Thirty-fifth Supplemental Indenture shall be taken to have the same meaning
as in the Original Indenture, as heretofore supplemented and modified, except
in cases where the context clearly indicates otherwise.
Section 3.02. All recitals in this Supplemental Indenture are made by
the Company only and not by the Trustees; and all of the provisions contained
in the Original Indenture, as heretofore supplemented and modified, in
respect of the rights, privileges, immunities, powers and duties of the
Trustees shall be applicable in respect hereof as fully and with like effect
as if set forth herein in full.
Section 3.03. Although this Supplemental Indenture is dated for
convenience and for the purpose of reference as of February 1, 1997, the
actual date or dates of execution by the Company and the Trustees are as
indicated by their respective acknowledgments hereto annexed.
Section 3.04. In order to facilitate the recording or filing of this
Supplemental Indenture, the same may be simultaneously executed in several
counterparts, each of which shall be deemed to be an original, and such
counterparts shall together constitute but one and the same instrument.
Section 3.05. The Company hereby acknowledges receipt from the Trustees
of a full, true and complete copy of this Supplemental Indenture.
22
IN WITNESS WHEREOF, SIERRA PACIFIC POWER COMPANY has caused this
Thirty-fifth Supplemental Indenture to be signed in its corporate name and
behalf by its Senior Vice President, Distribution Services Business Group and
its corporate seal to be hereunto affixed and attested by its Secretary; and
State Street Bank and Trust Company in token of its acceptance of the trust
hereby created has caused this Thirty-fifth Supplemental Indenture to be
signed in its corporate name and behalf, and its corporate seal to be
hereunto affixed, by its President or one of its Vice Presidents or Assistant
Vice Presidents, and its corporate seal to be attested by one of its
Assistant Secretaries; and Gerald R. Wheeler in token of his acceptance of
the trust hereby created has hereunto set his hand and seal, all of as of the
day and year first above written.
SIERRA PACIFIC POWER COMPANY
By /s/ Malyn K. Malquist
-------------------------------------------
Senior Vice President, Distribution Services
Business Group
Attest:
/s/ William E. Peterson (CORPORATE SEAL)
- ---------------------------
Corporate Secretary
Signed, sealed and delivered on behalf of
SIERRA PACIFIC POWER COMPANY,
in the presence of:
/s/ Jill Nichol
- ----------------------------
Jill Nichol
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STATE STREET BANK AND TRUST COMPANY
By /s/ Brian J. Curtis
---------------------------
Assistant Vice President
Attest:
/s/ Jacqueline Rivera (CORPORATE SEAL)
- -------------------------
Assistant Secretary
Signed, sealed and delivered on behalf of
STATE STREET BANK AND TRUST COMPANY
in the presence of:
/s/ John L. Whitlock
- ----------------------------------
John L. Whitlock
/s/ Gerald R. Wheeler
---------------------------
Gerald R. Wheeler
Signed, sealed and delivered by
Gerald R. Wheeler in the presence of:
/s/ John L. Whitlock
- ------------------------------
John L. Whitlock
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STATE OF NEVADA )
)
COUNTY OF WASHOE ) ss.:
On this 13th day of February, 1997, (i) personally appeared before me, a
Notary Public in and for the County of Washoe, William E. Peterson, known to me
to be the Senior Vice President, Corporate Secretary and General Counsel of
Sierra Pacific Power Company, one of the corporations that executed the
foregoing instrument, and upon oath did depose that he is the officer of said
corporation as above designated, that he is acquainted with the seal of said
corporation, and that the said seal affixed to the said instrument is the
corporate seal of said corporation; that the signatures to said instrument were
made by the officers of said corporation as indicated after said signatures, and
that the corporation executed the said instrument freely and voluntarily and for
the purposes and uses therein named; and (ii) also before me personally appeared
Malyn K. Malquist and the same William E. Peterson to me personally known, who
being by me duly sworn did say that they are the Senior Vice President,
Distribution Services Business Group and the Senior Vice President, Corporate
Secretary and General Counsel, respectively, of Sierra Pacific Power Company,
and that the seal affixed to the foregoing instrument is the corporate seal of
said corporation, and acknowledged that the foregoing instrument was executed by
them on behalf of said corporation by authority of the Directors, and the said
Malyn K. Malquist and William E. Peterson also acknowledged the said instrument
to be the free act and deed of said corporation.
/s/ Jill Nichol
------------------------------------
Jill Nichol, Notary Public
My commission expires June 24, 1997
(NOTARIAL SEAL)
25
COMMONWEALTH OF MASSACHUSETTS )
) ss.:
COUNTY OF SUFFOLK )
On this 11th day of February, 1997, (i) personally appeared before
me, a Notary Public, Jacqueline Rivera, known to me to be an Assistant Secretary
of State Street Bank and Trust Company, one of the corporations that executed
the foregoing instrument, and upon oath did depose that he is an officer of said
corporation as above designated, that he is acquainted with the seal of said
corporation, and that the said seal affixed to said instrument is the corporate
seal of said corporation; that the signatures to said instrument were made by
the officers of said corporation as indicated after said signatures, and that
the corporation executed the said instrument freely and voluntarily and for the
purposes and uses therein named; and (ii) also before me personally appeared
Brian J. Curtis and the same Jacqueline Rivera to me personally known, who being
by me duly sworn did say that they are an Assistant Vice President and an
Assistant Secretary, respectively, of State Street Bank and Trust Company, and
that the seal affixed to the foregoing instrument is the corporate seal of said
Bank, and that the foregoing instrument was signed and sealed by them on behalf
of said Bank by authority of its Board of Directors, and the said Brian J.
Curtis and Jacqueline Rivera acknowledged said instrument to be the free act and
deed of said Bank.
/s/ Allison M. Parpan
--------------------------------------
Allison M. Parpan, Notary Public
My commission expires Feb. 14, 2003
(NOTARIAL SEAL)
26
COMMONWEALTH OF MASSACHUSETTS )
) ss.:
COUNTY OF SUFFOLK )
On this 11th day of February, 1997, (i) personally appeared
before me, a Notary Public in and for the County of Suffolk, Gerald R.
Wheeler, of 37 Cleveland Road, Waltham, Massachusetts, known to me to be the
person described in and who executed the foregoing instrument, who
acknowledged to me that he executed the same freely and voluntarily and for
the uses and purposes therein mentioned; and (ii) also before me appeared the
same Gerald R. Wheeler, to me personally known, who being by me duly sworn
did say that the foregoing instrument was signed by him as his free act and
deed.
/s/ Allison M. Parpan
--------------------------------------
Allison M. Parpan, Notary Public
My commission expires Feb. 14, 2003
(NOTARIAL SEAL)
27