EXHIBIT D
Unless this certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Company or its
agent for registration of transfer, exchange, or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
REGISTERED PRINCIPAL AMOUNT
No. FX __ CUSIP No. ___________ $**_______**
SIERRA PACIFIC POWER COMPANY
COLLATERALIZED MEDIUM-TERM NOTE
SERIES D
(Fixed Rate)
ORIGINAL ISSUE DATE: INTEREST RATE: STATED MATURITY DATE:
__/__/__ ____% __/__/__
INTEREST PAYMENT DATES: 2/1 8/1
INITIAL REDEMPTION INITIAL REDEMPTION ANNUAL REDEMPTION
DATE: PERCENTAGE: PERCENTAGE REDUCTION:
__/__/__ _______% _______%
OPTIONAL REPAYMENT DATE(S):
DAY COUNT CONVENTION
[ ] 30/360 FOR THE PERIOD FROM TO
[ ] ACTUAL/360 FOR THE PERIOD FROM TO
[ ] ACTUAL/ACTUAL FOR THE PERIOD FROM TO
ADDENDUM ATTACHED: ORIGINAL ISSUE DISCOUNT:
[ ] Yes [ ] Yes
[ ] No [ ] No
Total Amount of OID:
Yield to Maturity:
Initial Accrual Period:
OTHER PROVISIONS:
Sierra Pacific Power Company, a Nevada corporation ("Issuer" or the
"Company," which terms include any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE &
CO., or registered assigns, the principal sum of **_________ MILLION DOLLARS**
on the Stated Maturity Date specified above (except to the extent redeemed or
repaid prior to the Stated Maturity Date), and to pay interest thereon at the
Interest Rate per annum specified above, until the principal hereof is paid or
duly made available for payment. Reference herein to "this Note," "hereof,"
"herein" and comparable terms shall include an Addendum hereto if an Addendum
is specified above.
The Company will pay interest on each Interest Payment Date specified
above, commencing on the first Interest Payment Date next succeeding the
Original Issue Date specified above, and on the Stated Maturity Date or any
Redemption Date or Optional Repayment Date (as defined below) (the date of
each such Stated Maturity Date, Redemption Date and Optional Repayment Date
and the date on which principal or an installment of principal is due
and payable by declaration of acceleration pursuant to the Indenture being
referred to hereinafter as a "Maturity" with respect to principal payable on
such date); PROVIDED, HOWEVER, that if the Original Issue Date is between a
Regular Record Date (as defined below) and the next succeeding Interest
Payment Date, interest payments will commence on the second Interest Payment
Date succeeding the Original Issue Date. Except as provided above, interest
payments will be made on the Interest Payment Dates shown above. Unless
otherwise specified above, the "Regular Record Date" shall be the date 15
calendar days (whether or not a Business Day) prior to the applicable
Interest Payment Date. Interest on this Note will accrue from and including
the most recent Interest Payment Date to which interest has been paid or duly
provided for or, if no interest has been paid, from the Original Issue Date
specified above, to, but excluding such Interest Payment Date. If the
Maturity or an Interest Payment Date falls on a day which is not a Business
Day as defined below, the payment due on such Maturity or Interest Payment
Date will be paid on the next succeeding Business Day with the same force and
effect as if made on such Maturity or Interest Payment Date, as the case may
be, and no interest shall accrue with respect to such payment for the period
from and after such Maturity or Interest Payment Date. The interest 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
Note (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such Interest Payment Date. Any such
interest which is payable, but not punctually paid or duly provided for on
any Interest Payment Date (herein called "Defaulted Interest"), shall
forthwith cease to be payable to the registered Holder on such Regular Record
Date, and may be paid to the Person in whose name this Note (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 the Holder of this Note not less
than 10 days prior to such Special Record Date, or may be paid at any time in
any other lawful manner, all as more fully provided in the Indenture.
Payment of the principal of and interest on this Note will be made at the
Office or Agency of the Company maintained by the Company for such purposes,
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
by check mailed to the address of the Person entitled thereto as such address
shall appear in the Security Register; and PROVIDED, FURTHER, that AT THE
OPTION OF THE COMPANY, the Holder of this Note may be entitled to receive
payments of principal of and interest on this Note by wire transfer of
immediately available funds if appropriate wire transfer instructions have been
received by the Trustee not less than 15 days prior to the applicable payment
date.
Unless the certificate of authentication hereon has been executed by or
on behalf of Bankers Trust Company, the Trustee for this Note under the
Indenture, or its successor thereunder, by the manual signature of one of its
authorized officers, this Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.
This Note is one of a duly authorized series of Securities
(hereinafter called the "Securities") of the Company designated as its
Collateralized Medium-Term Notes (the "Notes"). The Notes are issued and to
be issued under a Collateral Trust Indenture dated as of June 1, 1992, as
amended and supplemented by the Fourth Supplemental Indenture dated as of
February 1, 1997 (herein called the "Indenture") between the Company and
Bankers Trust Company, to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights
thereunder of the Company, the Trustee (as defined below) and the Holders of
the Notes and the terms upon which the Notes are to be authenticated and
delivered. Bankers Trust Company shall act as Trustee with respect to the
Notes (herein called the "Trustee," which term includes any successor Trustee
with respect to the Notes, under the Indenture). The terms of individual
Notes may vary with respect to interest rates or interest rate formulas,
issue dates, maturity, redemption, repayment, currency or payment and
otherwise.
Except as otherwise provided in the Indenture, the Notes will be issued
in global form only registered in the name of The Depository Trust Company
(the "Depositary") or its nominee. The Notes will not be issued in
definitive form, except as otherwise provided in the Indenture, and ownership
of the Notes shall be maintained in book entry form by the Depositary for the
accounts of participating organizations of the Depositary.
This Note is not subject to any sinking fund and, unless otherwise
provided above in accordance with the provisions of the following paragraphs,
is not redeemable or repayable prior to the Stated Maturity Date.
If so provided above, this Note may be redeemed by the Company on any
date on and after the Initial Redemption Date, if any, specified above. If
no Initial Redemption Date is set forth above, this Note may not be redeemed
prior to the Stated Maturity Date. On and after the Initial Redemption Date,
if any, this Note may be redeemed at any time in whole or from time to time
in part in increments of $1,000 (provided that any remaining principal hereof
shall be at least $1,000) at the option of the Company at the applicable
Redemption Price (as defined below), together with accrued interest hereon at
the applicable rate
payable to the date of redemption (each such date, a "Redemption Date"), on
written notice given not more than 60 nor less than 30 days prior to the
Redemption Date. In the event of redemption of this Note in part only, a new
Note for the unredeemed portion hereof shall be issued in the name of the
Holder hereof upon the surrender hereof.
Unless otherwise specified above, the "Redemption Price" shall initially
be the Initial Redemption Percentage, specified above, of the principal
amount of this Note to be redeemed and shall decline at each anniversary of
the Initial Redemption Date, shown above, by the Annual Redemption Percentage
Reduction, if any, specified above hereof, of the principal amount to be
redeemed until the Redemption Price is 100% of such principal amount.
This Note may be subject to repayment at the option of the Holder on any
Optional Repayment Date(s), if any, indicated above. If no Optional
Repayment Date(s) are set forth above, this Note may not be so repaid at the
option of the Holder hereof prior to the Stated Maturity Date. On any
Optional Repayment Date, this Note shall be repayable in whole or in part in
increments of $1,000 (provided that any remaining principal hereof shall be
at least $1,000) at the option of the Holder hereof at a repayment price
equal to 100% of the principal amount to be repaid, together with interest
thereon payable to the date of repayment. For this Note to be repaid in
whole or in part at the option of the Holder hereof, this Note must be
received, with the form entitled "Option to Elect Repayment" below duly
completed, by the Trustee at its Corporate Trust Office, or such address
which the Company shall from time to time notify the Holders of the Notes,
not more than 60 nor less than 30 days prior to the related Option Repayment
Date. Exercise of such repayment option by the Holder hereof shall be
irrevocable.
Interest payments on this Note shall include interest accrued from, and
including, the Original Issue Date indicated above, or the most recent date to
which interest has been paid or duly provided for, to, but excluding, the
related Interest Payment Date or Maturity, as the case may be. Interest
payments for this Note shall be computed and paid on the basis of a 360-day
year of twelve 30-day months if the Day Count Convention specified above is
"30/360" for the period specified thereunder, on the basis of the actual number
of days in the related month and a 360-day year if the Day Count Convention
specified above is "Actual/360" for the period specified thereunder or on the
basis of the actual number of days in the related year and month if the Day
Count Convention specified above is "Actual/Actual" for the period specified
thereunder.
As used herein, "Business Day" means each Monday, Tuesday, Wednesday,
Thursday and Friday which is not a day on which
banking institutions in The City of New York are authorized or obligated by
or pursuant to law or executive order to close.
Any provision contained herein with respect to the calculation of the
rate of interest applicable to this Note, its payment dates or any other
matter relating hereto may be modified as specified in an Addendum relating
hereto if so specified above.
If an Event of Default with respect to the Notes shall occur and be
continuing, the principal of all the Notes may be declared due and payable in
the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the Rights of the Holders of the Securities of each series to be
affected thereby at any time by the Company and the Trustee with the consent
of the Holders of 66 2/3% in aggregate principal amount of the Outstanding
Securities of each series affected thereby. The Indenture also contains
provisions permitting the Holders of specified percentages in aggregate
principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all the 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 Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note
issued upon the registration of transfer hereof or in exchange herefor or in
lieu hereof whether or not notation of such consent or waiver is made upon
this Note.
No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note
at the time, 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 Note may be registered on the Security
Register of the Company, upon surrender of this Note for registration of
transfer at the office or agency of the Company in the Borough of Manhattan,
The City of New York, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar duly elected by, the Holder hereof or by its attorney duly
authorized in writing, and thereupon one or more new Notes of authorized
denominations and for the same aggregate principal amount, will be issued to
the designated transferee or transferees.
Upon initial sale, the Notes are issuable only in registered form without
coupons in denominations of $10,000 and integral multiples of $1,000 in
excess thereof. Thereafter, the Notes may be transferred or exchanged, in
accordance with the terms of the Indenture, for Notes in integral multiples
of $1,000. As provided in the Indenture and subject to certain limitations
therein set forth, the Notes are exchangeable for a like aggregate principal
amount of Notes as requested by the Holder surrendering the same.
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 Note 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 Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.
The Indenture and the Notes shall be governed by and construed in
accordance with the laws of the State of New York.
All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed, manually or in facsimile, and an imprint or facsimile of its
corporate seal to be imprinted hereon.
SIERRA PACIFIC POWER COMPANY
By:
--------------------------
Assistant Treasurer
Attest:
By:
----------------------
Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Securities
of the series designated therein
referred to in the within-mentioned
Indenture.
BANKERS TRUST COMPANY,
as Trustee
By: Dated:
------------------------- ---------------------
Authorized Signatory
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the Company
to repay this Note (or portion thereof specified below) pursuant to its terms
at a price equal to the principal amount hereof together with interest to the
repayment date, to the undersigned, at________________________________________
______________________________________________________________________________
(Please print or typewrite name and address of the undersigned)
For this Note to be repaid, the Trustee must receive at its Corporate
Trust Office, or at such other place or places of which the Company shall from
time to time notify the Holder of this Note, not more than 60 nor less than 30
days prior to an Optional Repayment Date, if any, shown on the face of this
Note, this Note with this "Option to Elect Repayment" form duly completed.
If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be increments of $1,000) which the
Holder elects to have repaid and specify the denomination or denominations
(which shall be $1,000 or an integral multiple thereof) of the Notes to be
issued to the Holder for the portion of this Note not being repaid (in the
absence of any such specification, one such Note will be issued for the portion
not being repaid).
$_______________________ ___________________________________
NOTICE: The signature on this
Option to Elect Repayment must
Date:___________________ correspond with the name as written
upon the face of this Note in every
particular, without alteration or
enlargement or any change
whatsoever.
ASSIGNMENT/TRANSFER FORM
FOR VALUE RECEIVED the undersigned registered Holder hereby sell(s),
assign(s) and transfer(s) unto________________________________________________
(insert Taxpayer Identification No.)__________________________________________
______________________________________________________________________________
(Please print or typewrite name and address including
postal zip code of assignee)
______________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing____________________________________________________________________
attorney to transfer said Note on the books of the Company with full power of
substitution in the premises.
Date:_______________________ ____________________________________________
NOTICE: The signature of the registered Holder to this assignment
must correspond with the name as written upon the face of the
within instrument in every particular, without alteration or
enlargement or any change whatsoever.
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM--as tenants in common
UNIF GIFT MIN ACT--.........................Custodian.....................
(Cust.) (Minor)
Under Uniform Gifts to Minors Act
.................................
(State)
TEN ENT--as tenants by the entireties
JT TEN--as joint tenants with right of survivorship
and not as tenants in common
Additional abbreviations may also be used though not in the above list.