EXHIBIT 4(D)
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NEVADA POWER COMPANY
TO
BANKERS TRUST COMPANY
as Trustee
__________________
TWENTY-EIGHTH SUPPLEMENTAL INDENTURE
__________________
Dated as of July 1, 2001
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THIS TWENTY-EIGHTH SUPPLEMENTAL INDENTURE dated as of July 1, 2001,
made by and between NEVADA POWER COMPANY (formerly DESERT Merger Sub, Inc., a
wholly owned subsidiary of Sierra Pacific Resources and successor by merger to
Nevada Power Company), a corporation duly organized and existing under the laws
of the State of Nevada (the "Company"), having its principal place of business
at Las Vegas, Nevada, party of first part, and BANKERS TRUST COMPANY (successor
to First Interstate Bank of Nevada, N.A., formerly First National Bank of
Nevada, Reno, Nevada), a banking corporation duly organized and existing under
and by virtue of the banking laws of the State of New York, having its
principal place of business at Four Albany Street, New York, New York,
(hereinafter sometimes called the "Trustee"), party of the second part;
WHEREAS, the Company has heretofore executed and delivered to the
Trustee its Indenture of Mortgage and Deed of Trust ("Original Indenture")
dated October 1, 1953, to secure the payment of the principal of and interest
and premium, if any, on all bonds of the Company at any time outstanding
thereunder; and, for the purpose of amending and supplementing and further
confirming the lien of the Original Indenture, has heretofore executed and
delivered the following Supplemental Indentures and Instrument of Further
Assurance, each dated as hereinafter set forth:
Instrument Date
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First Supplemental Indenture August 1, 1954
Instrument of Further Assurance as of April 1, 1956
Second Supplemental Indenture September 1, 1956
Third Supplemental Indenture as of May 1, 1959
Fourth Supplemental Indenture as of October 1, 1960
Fifth Supplemental Indenture as of December 1, 1961
Sixth Supplemental Indenture as of October 1, 1963
Seventh Supplemental Indenture as of August 1, 1964
Eighth Supplemental Indenture as of April 1, 1968
Ninth Supplemental Indenture as of October 1, 1969
Tenth Supplemental Indenture as of October 1, 1970
Eleventh Supplemental Indenture as of November 1, 1972
Twelfth Supplemental Indenture as of December 1, 1974
Thirteenth Supplemental Indenture as of October 1, 1976
Fourteenth Supplemental Indenture as of May 1, 1977
Fifteenth Supplemental Indenture as of September 1, 1978
Sixteenth Supplemental Indenture as of December 1, 1981
Seventeenth Supplemental Indenture as of August 1, 1982
Eighteenth Supplemental Indenture as of November 1, 1986
Nineteenth Supplemental Indenture as of October 1, 1989
Twentieth Supplemental Indenture as of May 1, 1992
Twenty-First Supplemental Indenture as of June 1, 1992
Twenty-Second Supplemental Indenture as of June 1, 1992
Twenty-Third Supplemental Indenture as of October 1, 1992
Twenty-Fourth Supplemental Indenture as of October 1, 1992
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Twenty-Fifth Supplemental Indenture as of January 1, 1993
Twenty-Sixth Supplemental Indenture as of May 1, 1995
Twenty-Seventh Supplemental Indenture as of July 1, 1999
the Original Indenture, as amended and supplemented by the instruments listed
above and as to be supplemented by this Twenty-Eighth Supplemental Indenture
and as it may from time to time be amended or supplemented pursuant to the
provisions thereof, is hereinafter sometimes called the "Indenture";
WHEREAS, the Original Indenture, the Instrument of Further Assurance
and the Supplemental Indentures listed in the foregoing paragraph were recorded
in Offices of the County Recorders of the States of Nevada, Arizona and Utah as
set forth in Exhibit A attached hereto and incorporated herein by reference;
WHEREAS, in addition to twenty-two series of Bonds heretofore issued
under the Indenture, all of which have been retired, there have heretofore been
issued under the Indenture First Mortgage Bonds of series and in principal
amounts as follows:
Title Issued Outstanding
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7 5/8% Bonds of Series L Due 2002 $15,000,000 $15,000,000
6.70% Bonds of Series V due 2022 $105,000,000 $105,000,000
6.60% Bonds of Series W due 2019 $39,500,000 $39,500,000
7.20% Bonds of Series X Due 2022 $78,000,000 $78,000,000
8.50% Bonds of Series Z due 2023 $45,000,000 $45,000,000
WHEREAS, the Company in the exercise of the power and authority
conferred upon and reserved to it under the provisions of the Indenture, and
pursuant to a resolution duly adopted by its Board of Directors, has resolved
and determined to create and issue two new series of Bonds to be designated,
respectively, "First Mortgage Bonds, Series BB Due 2020" (hereinafter referred
to as "Bonds of Series BB") and "First Mortgage Bonds, Series CC Due 2009"
(hereinafter referred to as "Bonds of Series CC") and to make, execute and
deliver to the Trustee this Twenty-Eighth Supplemental Indenture, in the form
hereof, as a further supplement to the Indenture; and
WHEREAS, all conditions and requirements necessary to make this
Twenty-Eighth Supplemental Indenture a valid, binding and legal instrument have
been done, performed and fulfilled, and the execution and delivery hereof have
been in all respects duly authorized;
NOW, THEREFORE, in consideration of the premises and of the sum of one
dollar ($1), lawful money of the United States of America, duly paid by the
Trustee to the Company, and of other good and valuable consideration, receipt
whereof is hereby acknowledged, and for the purpose of securing the due and
punctual payment of the principal of and interest on all Bonds issued and
outstanding from time to time under the Indenture, including specifically, but
without limitation, Bonds of Series BB and Bonds of Series CC to be issued
pursuant to this Twenty-Eighth Supplemental Indenture, and to secure the
performance and observation of each and every
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of the covenants and conditions contained in the Indenture, and without in any
way limiting the generality or effect of the Indenture insofar as by any
provision thereof any of the properties therein or hereinafter referred to are
now subject, or are now intended to be subject to the lien and operation
thereof, but to such extent confirming such lien and operation, the Company has
executed and delivered this Twenty-Eighth Supplemental Indenture and has
granted, bargained, sold, warranted, aliened, remised, released, conveyed,
assigned, transferred, mortgaged, pledged, set over and confirmed, and by these
presents does grant, bargain, sell, warrant, alien, remise, release, convey,
assign, transfer, mortgage, pledge, set over and confirm, unto Bankers Trust
Company, as Trustee aforesaid, and to its successors in the trust hereby
created, in trust upon the conditions, terms and provisions of the Indenture,
subject to the encumbrances and other matters permitted by the Indenture, all
and singular the following premises, properties, interests and rights, all to
the same extent and with the same force and effect as though owned by the
Company at the date of execution of the Original Indenture and described in the
same detail in the Granting Clauses of the Original Indenture, such premises,
properties, interests and rights having been generally described and referred
to in the Original Indenture; and to such ends the Company hereby supplements,
as below set forth, the Granting Clauses of the Original Indenture:
GRANTING CLAUSES
All of the premises, property, franchises and rights of every kind and
description, real, personal and mixed, tangible and intangible, now owned or
hereafter acquired by the Company and wherever situate.
Together with all and singular the tenements, hereditament and
appurtenances belonging or in anywise appertaining to the aforesaid property or
any part thereof, with the reversion and reversions, remainder and remainders,
tolls, rents, revenues, issues, income, products and profits thereof and all
the estate, right, title, interest and claim whatsoever at law as well as in
equity, which the Company now has or may hereafter acquire in and to the
aforesaid property and franchises and every part and parcel thereof.
Excepting and excluding, however, any and all property, premises and
rights of the kinds or classes which by the terms of the Indenture are excepted
and excluded from the lien and operation thereof, and therein sometimes
referred to as "Excepted Property" (subject, however, to the Trustee's rights
to possession of Excepted Property in case of default, as set forth under
"Excepted Property" in the Original Indenture).
TO HAVE AND TO HOLD in trust with power of sale for the equal and
proportionate benefit and security of all holders of all Bonds and the interest
coupons appertaining thereto, now or hereafter issued under the Indenture, and
for the enforcement and payment of Bonds and interest thereon when payable, and
the performance of and compliance with the covenants and conditions of the
Indenture, without any preference, distinction or priority as to lien or
otherwise of any Bonds or coupons over any others thereof by reason of the
difference in the time of the actual issue, sale or negotiation thereof, or by
reason of the date of maturity thereof, or for any other reason whatsoever,
except as otherwise expressly provided in the Indenture, so that each and every
Bond shall have the same lien and so that the interest and principal of every
Bond
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shall, subject to the terms thereof, be equally and proportionately secured by
said lien, as if such Bond had been made, executed, delivered, sold and
negotiated simultaneously with the execution and delivery of the Original
Indenture.
The Trustee executes this Twenty-Eighth Supplemental Indenture only on
the condition that it shall have and enjoy with respect thereto all of the
rights, privileges and immunities as set forth in the Indenture.
The Company has agreed and covenanted and does hereby agree and
covenant with the Trustee and its successors and assigns, and with the
respective holders from time to time of the Bonds, or any thereof, as follows:
PART I
ARTICLE I
DESCRIPTION OF BONDS OF SERIES BB DUE 2020 AND SERIES CC DUE 2009
[sec] 1.01 The twenty-eighth and twenty-ninth series of Bonds to be
executed, authenticated and delivered under and secured by the Indenture shall
be, respectively, the Bonds of Series BB and the Bonds of Series CC. The Bonds
of Series BB shall be designated as "First Mortgage Bonds, Series BB Due 2020"
of the Company and the Bonds of Series CC shall be designated as "First Mortgage
Bonds, Series CC Due 2009." The Bonds of Series BB and Series CC shall be
executed, authenticated and delivered in accordance with the provisions of, and
shall in all respects be subject to, all of the terms, conditions and covenants
of the Indenture.
[sec] 1.02 The Bonds of Series BB shall be evidenced by a single registered
Bond in the principal amount and denomination of One Hundred Million Dollars
($100,000,000), shall be dated July 27, 2001, shall mature June 1, 2020 and
shall bear no interest, which may be executed by the Company and delivered to
the Trustee for authentication and delivery. The principal of all Bonds of
Series BB shall be payable at the office of the Trustee in New York, New York.
The single Bond of the Series BB shall be numbered 1 and shall upon
issuance be delivered by the Company to and registered in the name of Ambac
Assurance Corporation ("Ambac") and shall be transferable only as required to
effect an assignment thereof to a successor-in-interest of Ambac under the
Insurance Agreement dated as of June 1, 2000 between Ambac and the Company (the
"Insurance Agreement"). This bond is issued to Ambac as security for the payment
by the Company of its reimbursement obligations under the Insurance Agreement,
which was entered into in connection with the delivery by Ambac of its Municipal
Bond Insurance Policy Number 17386BE insuring certain payments of principal of,
and interest on, certain bonds (the "2000A Clark County Bonds") issued under
Indenture of Trust No. 1 dated as of June 1, 2000 between Clark County, Nevada
and The Bank of New York, as Trustee. The proceeds of the 2000A Clark County
Bonds were loaned to the Company pursuant to a Financing Agreement No. 1 dated
as of June 1, 2000 between Clark County, Nevada and the Company. The single Bond
of the BB Series shall be held by Ambac subject to the terms of the Pledge
Agreement dated as of July 27, 2001 between Ambac and the Company.
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Bonds issued upon transfer shall be numbered from 2 upwards and issued
in the same $100,000,000 denomination but, to the extent that payments of
principal shall theretofore have been made on the Bonds of the BB Series, the
registered holder thereof shall duly note on the Bond of the BB Series a like
amount of principal in the Schedule of Prepayments to such bond and upon any
transfer of said Bond, the Schedule of Prepayments shall transfer to the
subsequent issued bond.
[sect] 1.03 The Bonds of Series BB and the Trustee's Certificate of
Authentication shall be substantially in the following forms, respectively:
[FORM OF BOND OF SERIES BB]
NEVADA POWER COMPANY
FIRST MORTGAGE BOND, SERIES BB DUE 2020
Due June 1, 2020
No. BB-1 $100,000,000
NEVADA POWER COMPANY, a Nevada corporation (hereinafter sometimes
called the "Company" which term shall include any successor corporation as
defined in the Indenture referred to below), for value received, hereby
promises to pay to AMBAC ASSURANCE CORPORATION, or to its successor, the sum of
One Hundred Million Dollars ($100,000,000) on June 1, 2020. No interest shall
be payable in respect of this Bond.
This Bond is issued to Ambac Assurance Corporation ("Ambac") as
security for the payment by the Company of its reimbursement obligations under
that certain Insurance Agreement dated as of June 1, 2000 between the Company
and Ambac (the "Insurance Agreement"). The Insurance Agreement was entered into
in connection with the delivery by Ambac of its Municipal Bond Insurance Policy
Number 17386BE insuring certain payments of principal of, and interest on,
certain bonds (the "Clark County Bonds") issued under Indenture of Trust No. 1
between Clark County, Nevada and The Bank of New York, as Trustee (the "Clark
County Indenture"). The proceeds of the Clark County Bonds have been loaned to
the Company pursuant to a Financing Agreement No. 1 dated as of June 1, 2000
between Clark County, Nevada and the Company (the "Clark County Agreement").
This Bond shall be held by Ambac subject to the terms of the Pledge Agreement
dated as of July 27, 2001 between Ambac Assurance Corporation and the Company.
Notwithstanding any other provision of this Bond, no principal shall
be due and payable on this Bond unless and until an Event of Default shall have
occurred under Section 4.01 of the Insurance Agreement by reason of a failure
by the Company to pay its reimbursement obligations under Section 2.01 of the
Insurance Agreement. If such an Event of Default under the Insurance Agreement
shall occur, it shall be deemed to be a default, for purposes of Section
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13.02(b) of the Indenture, in the payment of an amount of principal of this
Bond equal to the amount of such unpaid reimbursement obligation.
This Bond is the single registered bond evidencing the bonds of a
series (herein sometimes referred to as the "Bonds of the BB Series") of an
authorized issue of bonds of the Company, known as First Mortgage Bonds, not
limited as to maximum aggregate 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 and ratably 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 and Deed of Trust dated as of
October 1, 1953, as amended and supplemented by the following Supplemental
Indentures and Instrument of Further Assurance, each dated as hereinafter set
forth:
Instrument Date
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First Supplemental Indenture August 1, 1954
Instrument of Further Assurance as of April 1, 1956
Second Supplemental Indenture September 1, 1956
Third Supplemental Indenture as of May 1, 1959
Fourth Supplemental Indenture as of October 1, 1960
Fifth Supplemental Indenture as of December 1, 1961
Sixth Supplemental Indenture as of October 1, 1963
Seventh Supplemental Indenture as of August 1, 1964
Eighth Supplemental Indenture as of April 1, 1968
Ninth Supplemental Indenture as of October 1, 1969
Tenth Supplemental Indenture as of October 1, 1970
Eleventh Supplemental Indenture as of November 1, 1972
Twelfth Supplemental Indenture as of December 1, 1974
Thirteenth Supplemental Indenture as of October 1, 1976
Fourteenth Supplemental Indenture as of May 1, 1977
Fifteenth Supplemental Indenture as of September 1, 1978
Sixteenth Supplemental Indenture as of December 1, 1981
Seventeenth Supplemental Indenture as of August 1, 1982
Eighteenth Supplemental Indenture as of November 1, 1986
Nineteenth Supplemental Indenture as of October 1, 1989;
Twentieth Supplemental Indenture as of May 1, 1992
Twenty-First Supplemental Indenture as of June 1, 1992
Twenty-Second Supplemental Indenture as of June 1, 1992
Twenty-Third Supplemental Indenture as of October 1, 1992
Twenty-Fourth Supplemental Indenture as of October 1, 1992
Twenty-Fifth Supplemental Indenture as of January 1, 1993
Twenty-Sixth Supplemental Indenture as of May 1, 1995
Twenty-Seventh Supplemental Indenture as of July 1, 1999
Twenty-Eighth Supplemental Indenture as of July 1, 2001
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(which Indenture of Mortgage and Deed of Trust as so amended and supplemented
is hereinafter in this Bond called the "Indenture"), executed by the Company to
Bankers Trust Company (successor to First Interstate Bank of Nevada, N.A.,
formerly First National Bank of Nevada, Reno, Nevada) ("Trustee"), as Trustee,
to which Indenture and all indentures supplemental thereto reference is hereby
made for a description of the properties mortgaged and pledged, the nature and
extent of the security, the terms and conditions upon which the Bonds of Series
BB are and are to be secured and the rights, duties and immunities thereunder
of the holders or registered owners thereof, of the Company, and of the
Trustee. As provided in the Indenture, said Bonds may be issued in series, for
various principal sums, may bear different dates and mature at different times,
may bear interest at different rates and may otherwise vary as in the Indenture
provided or permitted. The Bonds of Series BB are described in said
Twenty-Eighth Supplemental Indenture dated as of July 1, 2001 ("Twenty-Eighth
Supplemental Indenture") executed by the Company to Bankers Trust Company, as
Trustee, and are issuable as single registered bonds.
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.
This Bond shall be deemed to be prepaid at any time if and to the
extent that (1) the Company shall elect to prepay installments payable under
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Section 8.1 of the Clark County Agreement and to cause the Clark County Bonds
to be redeemed, in whole or in part, pursuant to Section 3.01(A)(5) of the
Clark County Indenture, or (2) subject to Section 11.03 of the Indenture, the
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Company shall be obligated to prepay installments payable under Sections 11.03
and 11.07 of the Clark County Agreement and to cause the Clark County Bonds to
be redeemed, in whole or in part, upon the occurrence of an event specified in
Section 3.01(B) of the Clark County Indenture. In any such event this Bond
shall be deemed to be prepaid by the Company, in whole or in identical part, as
the case may be, at 100% of the unpaid principal amount thereof so prepaid.
Without limiting the foregoing, this Bond shall also be deemed to be
prepaid by the Company, in whole at any time or in part from time to time, if
and to the extent that the Company shall have elected to prepay installments
under the Clark County Agreement of like principal amount as the Clark County
Bonds that it elects to redeem in accordance with Section 3.01(A) of the Clark
County Indenture. Such redemption shall be at the amounts, at the times and in
the manner provided in Article III of the Clark County Indenture.
In event of such prepayment of the Clark County Bonds, the Company
shall notify Ambac and the Trustee that a like principal amount of this bond
shall be deemed to have been prepaid. Ambac shall surrender this bond to the
Trustee upon the expiration of the Insurance Agreement.
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
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municipal or governmental body or agency and released under the provisions of
Article XI of the Indenture, the Company shall call for redemption and redeem
all of the Bonds of Series BB then outstanding for 100% of the principal amount
thereof.
To the extent permitted by and as provided in the Indenture, the
rights and obligations of the Company and of the holders of Bonds of Series BB
may be changed and modified with the consent of the Company and upon the
written consent of the holders of at least sixty-six and two-thirds percent (66
2/3%) in principal amount of each series of the Bonds then outstanding and
entitled to consent, provided that no such change shall be made (a) which would
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without the consent of the holders of all Bonds then outstanding and affected
thereby (i) reduce the principal of, or premium, sinking fund, or rate of
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interest payable on, the Bonds, (ii) postpone the maturity date fixed for the
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payment of the principal of, sinking fund upon, or any installment of interest
on, the Bonds, (iii) permit the creation of any lien, not otherwise permitted,
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prior to or on a parity with the lien of the Indenture, or (iv) reduce the
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percentage of the principal amount of Bonds the consent of the holders of which
is required for the authorization of any such change or modification, or (b)
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which would modify, without the written consent of the Trustee, the rights,
duties or immunities of the Trustee.
In case an event of default, as defined in the Indenture, shall occur
and be continuing, the principal of all the Bonds outstanding may be declared
and may become due and payable in the manner and with the effect provided in
the Indenture.
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 BB 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 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 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 prepayment of 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 part of the
holder or of any such transferee to comply with the requirements of the
preceding sentence.
No recourse under or upon any obligation, covenant or agreement
contained in the Indenture or in any indenture supplemental thereto, or in any
Bond or coupon thereby secured, or because of any indebtedness thereby secured,
shall be had against any incorporator, or against any past, present or future
stockholder, officer, or director, as such, of the Company or any successor
corporation, either directly or through the Company or of any successor
corporation
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under any rule of law, statute or constitutional provision or by the
enforcement of any assessment or by any legal or equitable proceeding or
otherwise; it being expressly agreed and understood that the Indenture, any
indenture supplemental thereto and the obligations thereby secured, are solely
corporate obligations, and that no personal liability whatever shall attach to,
or be incurred by, such incorporators, stockholders, officers or directors, as
such, of the Company or of any successor corporation, or any of them, because
of the incurring of the indebtedness thereby authorized, or under or by reason
of any of the obligations, covenants or agreements contained in the Indenture
or in any indenture supplemental thereto or in any of the Bonds or coupons
thereby secured, or implied therefrom.
Each registered owner hereof by his acceptance hereof waives any right
to exchange any unpaid portion of this Bond for another Bond under Section
10.01 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 and is not
transferable except to a successor to Ambac under the Insurance Agreement.
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.
IN WITNESS WHEREOF, Nevada Power Company has caused this bond to be
executed in its name and behalf by the manual or facsimile signature of its
Treasurer 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.
NEVADA POWER COMPANY
Dated: July __, 2001 By:____________________________________________
Treasurer
Attest:
______________________________
Secretary
AUTHENTICATION CERTIFICATE
This bond is the single fully-registered bond of the series designated
therein, referred to in the within-mentioned Indenture.
BANKERS TRUST COMPANY, AS TRUSTEE
By______________________
Authorized Signatory
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[sect] 1.04 The Bonds of Series CC shall be evidenced by a single
registered Bond in the principal amount and denomination of Fifteen Million
Dollars ($15,000,000), shall be dated July 27, 2001, shall mature October 1,
2009 and shall bear no interest, which may be executed by the Company and
delivered to the Trustee for authentication and delivery. The principal of all
Bonds of Series CC shall be payable at the office of the Trustee in New York,
New York.
The single Bond of the Series CC shall be numbered 1 and shall upon
issuance be delivered by the Company to and registered in the name of Ambac and
shall be transferable only as required to effect an assignment thereof to a
successor-in-interest of Ambac under the Insurance Agreement. This bond is
issued to Ambac as security for the payment by the Company of its reimbursement
obligations under the Insurance Agreement, which was entered into in connection
with the delivery by Ambac of its Municipal Bond Insurance Policy Number
17387BE insuring certain payments of principal of, and interest on, certain
bonds (the "2000B Clark County Bonds") issued under Indenture of Trust No. 2
dated as of June 1, 2000 between Clark County, Nevada and The Bank of New York,
as Trustee. The proceeds of the 2000B Clark County Bonds were loaned to the
Company pursuant to a Financing Agreement No. 2 dated as of June 1, 2000
between Clark County, Nevada and the Company. The single Bond of the CC Series
shall be held by Ambac subject to the terms of the Pledge Agreement dated as of
July 27, 2001 between Ambac and the Company.
Bonds issued upon transfer shall be numbered from 2 upwards and issued
in the same $15,000,000 denomination but, to the extent that payments of
principal shall theretofore have been made on the Bonds of the CC Series, the
registered holder thereof shall duly note on the Bond of the CC Series a like
amount of principal in the Schedule of Prepayments to such bond and upon any
transfer of said Bond, the Schedule of Prepayments shall transfer to the
subsequent issued bond.
[sect] 1.05 The Bonds of Series CC and the Trustee's Certificate of
Authentication shall be substantially in the following forms, respectively:
[FORM OF BOND OF SERIES CC]
NEVADA POWER COMPANY
FIRST MORTGAGE BOND, SERIES CC DUE 2009
Due October 1, 2009
No. CC-1 $15,000,000
NEVADA POWER COMPANY, a Nevada corporation (hereinafter sometimes
called the "Company" which term shall include any successor corporation as
defined in the Indenture referred to below), for value received, hereby
promises to pay to AMBAC ASSURANCE CORPORATION, or to its successor, the sum of
Fifteen Million Dollars ($15,000,000) on October 1, 2009. No interest shall be
payable in respect of this Bond.
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This Bond is issued to Ambac Assurance Corporation ("Ambac") as
security for the payment by the Company of its reimbursement obligations under
that certain Insurance Agreement dated as of June 1, 2000 between the Company
and Ambac (the "Insurance Agreement"). The Insurance Agreement was entered into
in connection with the delivery by Ambac of its Municipal Bond Insurance Policy
Number 17387BE insuring certain payments of principal of, and interest on,
certain bonds (the "Clark County Bonds") issued under Indenture of Trust No. 2
between Clark County, Nevada and The Bank of New York, as Trustee (the "Clark
County Indenture"). The proceeds of the Clark County Bonds have been loaned to
the Company pursuant to a Financing Agreement No. 2 dated as of June 1, 2000
between Clark County, Nevada and the Company (the "Clark County Agreement").
This Bond shall be held by Ambac subject to the terms of the Pledge Agreement
dated as of July 27, 2001 between Ambac Assurance Corporation and the Company.
Notwithstanding any other provision of this Bond, no principal shall
be due and payable on this Bond unless and until an Event of Default shall have
occurred under Section 4.01 of the Insurance Agreement by reason of a failure
by the Company to pay its reimbursement obligations under Section 2.01 of the
Insurance Agreement. If such an Event of Default under the Insurance Agreement
shall occur, it shall be deemed to be a default, for purposes of Section
13.02(b) of the Indenture, in the payment of an amount of principal of this
Bond equal to the amount of such unpaid reimbursement obligation.
This Bond is the single registered bond evidencing the bonds of a
series (herein sometimes referred to as the "Bonds of the CC Series") of an
authorized issue of bonds of the Company, known as First Mortgage Bonds, not
limited as to maximum aggregate 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 and ratably 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 and Deed of Trust dated as of
October 1, 1953, as amended and supplemented by the following Supplemental
Indentures and Instrument of Further Assurance, each dated as hereinafter set
forth:
Instrument Date
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First Supplemental Indenture August 1, 1954
Instrument of Further Assurance as of April 1, 1956
Second Supplemental Indenture September 1, 1956
Third Supplemental Indenture as of May 1, 1959
Fourth Supplemental Indenture as of October 1, 1960
Fifth Supplemental Indenture as of December 1, 1961
Sixth Supplemental Indenture as of October 1, 1963
Seventh Supplemental Indenture as of August 1, 1964
Eighth Supplemental Indenture as of April 1, 1968
Ninth Supplemental Indenture as of October 1, 1969
Tenth Supplemental Indenture as of October 1, 1970
Eleventh Supplemental Indenture as of November 1, 1972
-12-
Twelfth Supplemental Indenture as of December 1, 1974
Thirteenth Supplemental Indenture as of October 1, 1976
Fourteenth Supplemental Indenture as of May 1, 1977
Fifteenth Supplemental Indenture as of September 1, 1978
Sixteenth Supplemental Indenture as of December 1, 1981
Seventeenth Supplemental Indenture as of August 1, 1982
Eighteenth Supplemental Indenture as of November 1, 1986
Nineteenth Supplemental Indenture as of October 1, 1989;
Twentieth Supplemental Indenture as of May 1, 1992
Twenty-First Supplemental Indenture as of June 1, 1992
Twenty-Second Supplemental Indenture as of June 1, 1992
Twenty-Third Supplemental Indenture as of October 1, 1992
Twenty-Fourth Supplemental Indenture as of October 1, 1992
Twenty-Fifth Supplemental Indenture as of January 1, 1993
Twenty-Sixth Supplemental Indenture as of May 1, 1995
Twenty-Seventh Supplemental Indenture as of July 1, 1999
Twenty-Eighth Supplemental Indenture as of July 1, 2001
(which Indenture of Mortgage and Deed of Trust as so amended and supplemented
is hereinafter in this Bond called the "Indenture"), executed by the Company to
Bankers Trust Company (successor to First Interstate Bank of Nevada, N.A.,
formerly First National Bank of Nevada, Reno, Nevada) ("Trustee"), as Trustee,
to which Indenture and all indentures supplemental thereto reference is hereby
made for a description of the properties mortgaged and pledged, the nature and
extent of the security, the terms and conditions upon which the Bonds of Series
CC are and are to be secured and the rights, duties and immunities thereunder
of the holders or registered owners thereof, of the Company, and of the
Trustee. As provided in the Indenture, said Bonds may be issued in series, for
various principal sums, may bear different dates and mature at different times,
may bear interest at different rates and may otherwise vary as in the Indenture
provided or permitted. The Bonds of Series CC are described in said
Twenty-Eighth Supplemental Indenture dated as of July 1, 2001 ("Twenty-Eighth
Supplemental Indenture") executed by the Company to Bankers Trust Company, as
Trustee, and are issuable as single registered bonds.
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.
This Bond shall be deemed to be prepaid at any time if and to the
extent that (1) the Company shall elect to prepay installments payable under
-
Section 8.1 of the Clark County Agreement and to cause the Clark County Bonds
to be redeemed, in whole or in part, pursuant to Section 3.01(A)(5) of the
Clark County Indenture, or (2) subject to Section 11.03 of the Indenture, the
-
Company shall be obligated to prepay installments payable under Sections 11.03
and 11.07 of the Clark County Agreement and to cause the Clark County Bonds to
be redeemed,
-13-
in whole or in part, upon the occurrence of an event specified in Section
3.01(B) of the Clark County Indenture. In any such event this Bond shall be
deemed to be prepaid by the Company, in whole or in identical part, as the case
may be, at 100% of the unpaid principal amount thereof so prepaid.
Without limiting the foregoing, this Bond shall also be deemed to be
prepaid by the Company, in whole at any time or in part from time to time, if
and to the extent that the Company shall have elected to prepay installments
under the Clark County Agreement of like principal amount as the Clark County
Bonds that it elects to redeem in accordance with Section 3.01(A) of the Clark
County Indenture. Such redemption shall be at the amounts, at the times and in
the manner provided in Article III of the Clark County Indenture.
In event of such prepayment of the Clark County Bonds, the Company
shall notify Ambac and the Trustee that a like principal amount of this bond
shall be deemed to have been prepaid. Ambac shall surrender this bond to the
Trustee upon the expiration of the Insurance Agreement.
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
and released under the provisions of Article XI of the Indenture, the Company
shall call for redemption and redeem all of the Bonds of Series CC then
outstanding for 100% of the principal amount thereof.
To the extent permitted by and as provided in the Indenture, the
rights and obligations of the Company and of the holders of Bonds of Series CC
may be changed and modified with the consent of the Company and upon the
written consent of the holders of at least sixty-six and two-thirds percent
(66 2/3%) in principal amount of each series of the Bonds then outstanding and
entitled to consent, provided that no such change shall be made (a) which would
-
without the consent of the holders of all Bonds then outstanding and affected
thereby (i) reduce the principal of, or premium, sinking fund, or rate of
-
interest payable on, the Bonds, (ii) postpone the maturity date fixed for the
--
payment of the principal of, sinking fund upon, or any installment of interest
on, the Bonds, (iii) permit the creation of any lien, not otherwise permitted,
---
prior to or on a parity with the lien of the Indenture, or (iv) reduce the
--
percentage of the principal amount of Bonds the consent of the holders of which
is required for the authorization of any such change or modification, or (b)
-
which would modify, without the written consent of the Trustee, the rights,
duties or immunities of the Trustee.
In case an event of default, as defined in the Indenture, shall occur
and be continuing, the principal of all the Bonds outstanding may be declared
and may become due and payable in the manner and with the effect provided in
the Indenture.
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 CC 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 order
-14-
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 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 prepayment of 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 part of the
holder or of any such transferee to comply with the requirements of the
preceding sentence.
No recourse under or upon any obligation, covenant or agreement
contained in the Indenture or in any indenture supplemental thereto, or in any
Bond or coupon thereby secured, or because of any indebtedness thereby secured,
shall be had against any incorporator, or against any past, present or future
stockholder, officer, or director, as such, of the Company or any successor
corporation, either directly or through the Company or of any successor
corporation under any rule of law, statute or constitutional provision or by
the enforcement of any assessment or by any legal or equitable proceeding or
otherwise; it being expressly agreed and understood that the Indenture, any
indenture supplemental thereto and the obligations thereby secured, are solely
corporate obligations, and that no personal liability whatever shall attach to,
or be incurred by, such incorporators, stockholders, officers or directors, as
such, of the Company or of any successor corporation, or any of them, because
of the incurring of the indebtedness thereby authorized, or under or by reason
of any of the obligations, covenants or agreements contained in the Indenture
or in any indenture supplemental thereto or in any of the Bonds or coupons
thereby secured, or implied therefrom.
Each registered owner hereof by his acceptance hereof waives any right
to exchange any unpaid portion of this Bond for another Bond under Section
10.01 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 and is not
transferable except to a successor to Ambac under the Insurance Agreement.
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.
IN WITNESS WHEREOF, Nevada Power Company has caused this bond to be
executed in its name and behalf by the manual or facsimile signature of its
Treasurer 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.
-15-
NEVADA POWER COMPANY
Dated: July __, 2001 By:_______________________
Treasurer
Attest:
________________________
Secretary
AUTHENTICATION CERTIFICATE
This bond is the single fully-registered bond of the series designated
therein, referred to in the within-mentioned Indenture.
BANKERS TRUST COMPANY, AS TRUSTEE
By ______________________
Authorized Signatory
ARTICLE II
AUTHORIZED PRINCIPAL AMOUNT
[sect] 2.01 Bonds of Series BB may be executed by the Company and
authenticated and delivered by the Trustee at any time and from time to time,
in the manner and amount permitted by the Indenture; provided, however, that no
Bonds of Series BB in excess of One Hundred Million Dollars ($100,000,000)
principal amount (other than Bonds of Series BB which may be so executed,
authorized and delivered in lieu of other Bonds of Series BB as authenticated
under Article II or Section 10.01 of the Original Indenture) shall be executed
by the Company, authenticated or delivered by the Trustee or secured by the
Indenture, except in such additional principal amounts as may be authorized by
a supplemental indenture or indentures which the Company and the Trustee are
hereby authorized to execute and deliver for that purpose.
[sect] 2.02 Bonds of Series CC may be executed by the Company and
authenticated and delivered by the Trustee at any time and from time to time,
in the manner and amount permitted by the Indenture; provided, however, that no
Bonds of Series CC in excess of Fifteen Million Dollars ($15,000,000) principal
amount (other than Bonds of Series CC which may be so executed, authorized and
delivered in lieu of other Bonds of Series CC as authenticated under Article II
or Section 10.01 of the Original Indenture) shall be executed by the Company,
authenticated or delivered by the Trustee or secured by the Indenture, except
in such additional principal amounts as may be authorized by a supplemental
indenture or indentures which the Company and the Trustee are hereby authorized
to execute and deliver for that purpose.
-16-
ARTICLE III
REPRESENTATIONS AND WARRANTIES
[sec] 3.01 The Company represents and warrants that, as of the date of
execution of this Twenty-Eighth Supplemental Indenture, it has good and
marketable title in fee simple to all the real properties described in the
Granting Clauses of the Original Indenture, the First Supplemental Indenture,
the Instrument of Further Assurance, the Second Supplemental Indenture, the
Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth
Supplemental Indenture, the Sixth Supplemental Indenture, the Seventh
Supplemental Indenture, the Eighth Supplemental Indenture, the Ninth
Supplemental Indenture, the Tenth Supplemental Indenture, the Eleventh
Supplemental Indenture, the Twelfth Supplemental Indenture, the Thirteenth
Supplemental Indenture, the Fourteenth Supplemental Indenture, the Fifteenth
Supplemental Indenture, the Sixteenth Supplemental Indenture, the Seventeenth
Supplemental Indenture, the Eighteenth Supplemental Indenture, the Nineteenth
Supplemental Indenture, the Twentieth Supplemental Indenture, the Twenty-First
Supplemental Indenture, the Twenty-Second Supplemental Indenture, the
Twenty-Third Supplemental Indenture, the Twenty-Fourth Supplemental Indenture,
the Twenty-Fifth Supplemental Indenture, the Twenty-Sixth Supplemental
Indenture and the Twenty-Seventh Supplemental Indenture (except any property
heretofore released from the lien of the Indenture in accordance with the terms
thereof), free and clear of any liens and encumbrances except Permitted
Encumbrances and those, if any, referred to in said Granting Clauses, and that
it has good and marketable title and is lawfully possessed of all other
properties described in said Granting Clauses (except any properties therein
described as to be acquired by the Company after the date of this Twenty-Eighth
Supplemental Indenture and except any property heretofore released from the
lien of the Indenture in accordance with the terms thereof), and the Indenture
constitutes a direct and valid first mortgage lien on all such properties,
subject only to Permitted Encumbrances and those, if any, referred to in said
Granting Clauses. The Company represents and warrants that it has and covenants
that it will continue to have, subject to the provisions of the Indenture, good
right, full power and lawful authority to grant, bargain, sell, warrant, alien,
remise, release, convey, assign, transfer, mortgage, pledge, set over and
confirm to the Trustee all properties of every kind and nature described or
referred to in said Granting Clauses (except any properties therein described
as to be acquired by the Company after the date of this Twenty-Eighth
Supplemental Indenture) which by the provisions of the Indenture are intended
to be subject to the lien of the Indenture and that it will defend the title to
such property and every part thereof to the Trustee forever, for the benefit of
the holders of the Bonds, against the claims and demands of all persons
whomsoever.
PART II
MISCELLANEOUS PROVISIONS
Except insofar as herein otherwise expressly provided, all of the
definitions, provisions, terms and conditions of the Indenture shall be deemed
to be incorporated in, and made a part of, this Twenty-Eighth Supplemental
Indenture; and the Original Indenture as amended and supplemented by the First
Supplemental Indenture, the Second Supplemental Indenture, the
-17-
Third Supplemental Indenture, the Fourth Supplemental Indenture, the Fifth
Supplemental Indenture, the Sixth Supplemental Indenture, the Seventh
Supplemental Indenture, the Eighth Supplemental Indenture, the Ninth
Supplemental Indenture, the Tenth Supplemental Indenture, the Eleventh
Supplemental Indenture, the Twelfth Supplemental Indenture, the Thirteenth
Supplemental Indenture, the Fourteenth Supplemental Indenture, the Fifteenth
Supplemental Indenture, the Sixteenth Supplemental Indenture, the Seventeenth
Supplemental Indenture, the Eighteenth Supplemental Indenture, the Nineteenth
Supplemental Indenture, the Twentieth Supplemental Indenture, the Twenty-First
Supplemental Indenture, the Twenty-Second Supplemental Indenture, the
Twenty-Third Supplemental Indenture, the Twenty-Fourth Supplemental Indenture,
Twenty-Fifth Supplemental Indenture, Twenty-Sixth Supplemental Indenture and
the Twenty-Seventh Supplemental Indenture and is in all respects ratified and
confirmed and supplemented by this Twenty-Eighth Supplemental Indenture; and
the Original Indenture as amended and supplemented shall be read, taken and
construed as one and the same instrument.
This Twenty-Eighth Supplemental Indenture shall be effective as of the
date first hereinabove set forth, and may be executed simultaneously or from
time to time in several counterparts, and each counterpart shall constitute an
original instrument, and it shall not be necessary in making proof of this
Twenty-Eighth Supplemental Indenture or of any counterpart thereof to produce
or account for any of the other counterparts.
[The remainder of this page is intentionally left blank.]
-18-
IN WITNESS WHEREOF, said Nevada Power Company has caused this
Twenty-Eighth Supplemental Indenture to be executed on its behalf by its
Treasurer and its corporate seal to be hereto affixed, and the said seal and
this Twenty-Eighth Supplemental Indenture to be attested by its Secretary; and
said Bankers Trust Company in evidence of its acceptance of the trust hereby
created has caused this Twenty-Eighth Supplemental Indenture to be executed on
its behalf by its Vice President and its corporate seal to be hereto affixed
and said seal and this Twenty-Eighth Supplemental Indenture to be attested by
its Associate, all as of the 1st day of July, 2001.
NEVADA POWER COMPANY
By:_______________________________
Richard K. Atkinson
Treasurer
[S E A L]
ATTEST:
________________________________________
William E. Peterson
Senior Vice President, General Counsel
and Corporate Secretary
BANKERS TRUST COMPANY, as Trustee
By:______________________________
Vice President
[S E A L]
ATTEST:
_______________________________________
Associate
-19-
STATE OF NEVADA )
)ss.
COUNTY OF CLARK )
On this ____ day of July, 2001, personally appeared before me, a
Notary Public in and for said County and State, ___________________________ and
_________________________, known to me to be ___________________________ and
_________________________, respectively, of Nevada Power Company, one of the
corporations that executed the foregoing instrument, and upon oath did each
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 seal affixed to
said instrument is the corporate seal of said corporation; that the signatures
to said instrument were made by officers of said corporation as indicated after
said signatures, and that the said corporation executed the said instrument
freely and voluntarily and for the uses and purposes therein mentioned.
________________________________
Notary Public
-20-
STATE OF NEW YORK )
)ss.
COUNTY OF NEW YORK )
On this ______ day of July, 2001, before me personally came Carol Ng,
---------
to me known, who, being by me duly sworn, did depose and say that she resides at
246-23 Van Zandt Avenue, Douglaston, New York, 11362; that she is a Vice
- ----------------------------------------------------- ----
President of Bankers Trust Company, one of the corporations described in and
- ---------
which executed the above instrument; that she knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by order of the Board of Directors of said corporation,
and that she signed her name thereto by like order.
[Notarial seal] ____________________________________
Tracy A. Salzmann
Notary Public, State of New York
Registration #01SA6040727
Qualified in New York County
My Commission Expires April 24, 2002
-21-
EXHIBIT A
The Original Indenture, First Supplemental Indenture, an Instrument of
Further Assurance, Second Supplemental Indenture, Third Supplemental Indenture,
Fourth Supplemental Indenture, Fifth Supplemental Indenture, Sixth Supplemental
Indenture, Seventh Supplemental Indenture, Eighth Supplemental Indenture, Ninth
Supplemental Indenture, Tenth Supplemental Indenture, Eleventh Supplemental
Indenture, Twelfth Supplemental Indenture, Thirteenth Supplemental Indenture,
Fourteenth Supplemental Indenture, Fifteenth Supplemental Indenture, Sixteenth
Supplemental Indenture, Seventeenth Supplemental Indenture, Eighteenth
Supplemental Indenture, Nineteenth Supplemental Indenture, Twentieth
Supplemental Indenture, Twenty-First Supplemental Indenture, Twenty-Second
Supplemental Indenture, Twenty-Third Supplemental Indenture, Twenty-Fourth
Supplemental Indenture, Twenty-Fifth Supplemental Indenture, Twenty-Sixth
Supplemental Indenture and Twenty-Seventh Supplemental Indenture were recorded
in Offices of the County Recorders of the States of Nevada, Arizona and Utah as
follows:
NEVADA
CLARK COUNTY
RECORDED DOC. NO. RECORDS
-------- -------- -------
Original Indenture Nov. 6, 1953 417,677 Trust Deeds
First Supplemental Indenture Sept. 23, 1954 20,904 Official Records
Instrument of Further Assurance Apr. 19, 1956 75,779 Official Records
Second Supplemental Indenture Sept. 19, 1956 89,423 Official Records
Third Supplemental Indenture May 15, 1959 160,878 Official Records
Fourth Supplemental Indenture Oct. 28, 1960 215,907 Official Records
Fifth Supplemental Indenture Dec. 4, 1961 267,362 Official Records
Sixth Supplemental Indenture Oct. 18, 1963 391,466 Official Records
Seventh Supplemental Indenture Aug. 7, 1964 451,010 Official Records
Eighth Supplemental Indenture May 10, 1968 700,126 Official Records
Ninth Supplemental Indenture Oct. 16, 1969 791,246 Official Records
Tenth Supplemental Indenture Oct. 2, 1970 53,871 Official Records
Eleventh Supplemental Indenture Oct. 27, 1972 233,640 Official Records
Twelfth Supplemental Indenture Dec. 6, 1974 438,246 Official Records
Thirteenth Supplemental Indenture Oct. 19, 1976 629,589 Official Records
Fourteenth Supplemental Indenture May 4, 1977 693,961 Official Records
Fifteenth Supplemental Indenture Sept. 5, 1978 898,343 Official Records
Sixteenth Supplemental Indenture Dec. 4, 1981 1,453,990 Official Records
Seventeenth Supplemental Indenture Aug. 19, 1982 1,569,991 Official Records
Eighteenth Supplemental Indenture Nov. 13, 1986 00622 Official Records
Nineteenth Supplemental Indenture Oct. 12, 1989 00576 Official Records
Twentieth Supplemental Indenture April 30, 1992 01212 Official Records
Twenty-First Supplemental Indenture June 19, 1992 01239 Official Records
Twenty-Second Supplemental Indenture June 19, 1992 01240 Official Records
Twenty-Third Supplemental Indenture October 26, 1992 00858 Official Records
Twenty-Fourth Supplemental Indenture November 2, 1992 00901 Official Records
Twenty-Fifth Supplemental Indenture January 11, 1993 00710 Official Records
Twenty-Sixth Supplemental Indenture May 18, 1995 00625 Official Records
Twenty-Seventh Supplemental Indenture August 5, 1999 01207 Official Records
A-1
NEVADA
NYE COUNTY
RECORDED DOC. NO. RECORDS
-------- -------- -------
Original Indenture Sept. 19, 1956 24,334 Trust Deeds
First Supplemental Indenture Sept. 19, 1956 24,335 Official Records
Instrument of Further Assurance Sept. 19, 1956 24,336 Official Records
Second Supplemental Indenture Sept. 19, 1956 24,337 Official Records
Third Supplemental Indenture May 15, 1959 31,466 Official Records
Fourth Supplemental Indenture Oct. 28, 1960 37,060 Official Records
Fifth Supplemental Indenture Dec. 5, 1961 39,876 Official Records
Sixth Supplemental Indenture Oct. 18, 1963 46,249 Official Records
Seventh Supplemental Indenture Aug. 7, 1964 48,660 Official Records
Eighth Supplemental Indenture May 10, 1968 05,910 Official Records
Ninth Supplemental Indenture Oct. 17, 1969 15,192 Official Records
Tenth Supplemental Indenture Oct. 5, 1970 20,294 Official Records
Eleventh Supplemental Indenture Oct. 30, 1972 35,265 Official Records
Twelfth Supplemental Indenture Dec. 9, 1974 45,632 Official Records
Thirteenth Supplemental Indenture Oct. 19, 1976 55,802 Official Records
Fourteenth Supplemental Indenture May 4, 1977 58,169 Official Records
Fifteenth Supplemental Indenture Sept. 5, 1978 70,767 Official Records
Sixteenth Supplemental Indenture Dec. 4, 1981 54,601 Official Records
Seventeenth Supplemental Indenture Aug. 19, 1982 65,354 Official Records
Eighteenth Supplemental Indenture Nov. 13, 1986 171,431 Official Records
Nineteenth Supplemental Indenture Oct. 12, 1989 245632 Official Records
Twentieth Supplemental Indenture April 30, 1992 307547 Official Records
Twenty-First Supplemental Indenture June 19, 1992 310469 Official Records
Twenty-Second Supplemental Indenture June 19, 1992 310470 Official Records
Twenty-Third Supplemental Indenture October 26, 1992 320357 Official Records
Twenty-Fourth Supplemental Indenture November 2, 1992 320802 Official Records
Twenty-Fifth Supplemental Indenture January 11, 1993 324817 Official Records
Twenty-Sixth Supplemental Indenture May 18, 1995 372838 Official Records
Twenty-Seventh Supplemental Indenture August 5, 1999 475120 Official Records
A-2
NEVADA
LINCOLN COUNTY
RECORDED DOC. NO. RECORDS
-------- -------- -------
Original Indenture Sept. 1, 1972 52,162 Official Records
First Supplemental Indenture Sept. 1, 1972 52,163 Official Records
Instrument of Further Assurance Sept. 1, 1972 52,164 Official Records
Second Supplemental Indenture Sept. 1, 1972 52,165 Official Records
Third Supplemental Indenture Sept. 1, 1972 52,166 Official Records
Fourth Supplemental Indenture Sept. 1, 1972 52,167 Official Records
Fifth Supplemental Indenture Sept. 1, 1972 52,168 Official Records
Sixth Supplemental Indenture Sept. 1, 1972 52,169 Official Records
Seventh Supplemental Indenture Sept. 1, 1972 52,170 Official Records
Eighth Supplemental Indenture Sept. 1, 1972 52,171 Official Records
Ninth Supplemental Indenture Sept. 1, 1972 52,172 Official Records
Tenth Supplemental Indenture Sept. 1, 1972 52,173 Official Records
Eleventh Supplemental Indenture Oct. 30, 1972 52,330 Official Records
Twelfth Supplemental Indenture Dec. 6, 1974 55,557 Official Records
Thirteenth Supplemental Indenture Oct. 19, 1976 58,659 Official Records
Fourteenth Supplemental Indenture May 4, 1977 59,627 Official Records
Fifteenth Supplemental Indenture Sept. 5, 1978 62,731 Official Records
Sixteenth Supplemental Indenture Dec. 4, 1981 74,010 Official Records
Seventeenth Supplemental Indenture Aug. 19, 1982 75,970 Official Records
Eighteenth Supplemental Indenture Nov. 13, 1986 85,911 Official Records
Nineteenth Supplemental Indenture Oct. 12, 1989 92444 Official Records
Twentieth Supplemental Indenture April 30, 1992 98382 Official Records
Twenty-First Supplemental Indenture June 19, 1992 98558 Official Records
Twenty-Second Supplemental Indenture June 19, 1992 98559 Official Records
Twenty-Third Supplemental Indenture October 26, 1992 99552 Official Records
Twenty-Fourth Supplemental Indenture November 2, 1992 99062 Official Records
Twenty-Fifth Supplemental Indenture January 11, 1993 99782 Official Records
Twenty-Sixth Supplemental Indenture May 18, 1995 103516 Official Records
Twenty-Seventh Supplemental Indenture August 5, 1999 113157 Official Records
A-3
ARIZONA
NAVAJO COUNTY
RECORDED DOC. NO. RECORDS
-------- -------- -------
Original Indenture Oct. 5, 1970 330 Official Records
First Supplemental Indenture Oct. 5, 1970 330 Official Records
Instrument of Further Assurance Oct. 5, 1970 330 Official Records
Second Supplemental Indenture Oct. 5, 1970 330 Official Records
Third Supplemental Indenture Oct. 5, 1970 330 Official Records
Fourth Supplemental Indenture Oct. 5, 1970 330 Official Records
Fifth Supplemental Indenture Oct. 5, 1970 330 Official Records
Sixth Supplemental Indenture Oct. 5, 1970 330 Official Records
Seventh Supplemental Indenture Oct. 5, 1970 330 Official Records
Eighth Supplemental Indenture Oct. 5, 1970 330 Official Records
Ninth Supplemental Indenture Oct. 5, 1970 330 Official Records
Tenth Supplemental Indenture Oct. 5, 1970 330 Official Records
Eleventh Supplemental Indenture Oct. 30, 1972 376 Official Records
Twelfth Supplemental Indenture Dec. 9, 1974 426 Official Records
Thirteenth Supplemental Indenture Oct. 19, 1976 473 Official Records
Fourteenth Supplemental Indenture May 4, 1977 486 Official Records
Fifteenth Supplemental Indenture Sept. 5, 1978 531 Official Records
Sixteenth Supplemental Indenture Dec. 4, 1981 647 Official Records
Seventeenth Supplemental Indenture Aug. 19, 1982 691 Official Records
Eighteenth Supplemental Indenture Nov. 13, 1986 846 Official Records
Nineteenth Supplemental Indenture Oct. 12, 1989 970 Official Records
Twentieth Supplemental Indenture April 30, 1992 1076 Official Records
Twenty-First Supplemental Indenture June 19, 1992 1083 Official Records
Twenty-Second Supplemental Indenture June 19, 1992 1083 Official Records
Twenty-Third Supplemental Indenture October 26, 1992 1103 Official Records
Twenty-Fourth Supplemental Indenture October 30, 1992 1104 Official Records
Twenty-Fifth Supplemental Indenture January 11, 1993 1112 Official Records
Twenty-Sixth Supplemental Indenture May 18, 1995 1995/7363 Official Records
Twenty-Seventh Supplemental Indenture August 5, 1999 1999/16074 Official Records
A-4
ARIZONA
COCONINO COUNTY
RECORDED DOC. NO. RECORDS
-------- -------- -------
Original Indenture Oct. 1, 1970 370 Official Records
First Supplemental Indenture Oct. 1, 1970 370 Official Records
Instrument of Further Assurance Oct. 1, 1970 370 Official Records
Second Supplemental Indenture Oct. 1, 1970 370 Official Records
Third Supplemental Indenture Oct. 1, 1970 370 Official Records
Fourth Supplemental Indenture Oct. 1, 1970 370 Official Records
Fifth Supplemental Indenture Oct. 1, 1970 370 Official Records
Sixth Supplemental Indenture Oct. 1, 1970 370 Official Records
Seventh Supplemental Indenture Oct. 1, 1970 370 Official Records
Eighth Supplemental Indenture Oct. 1, 1970 370 Official Records
Ninth Supplemental Indenture Oct. 1, 1970 370 Official Records
Tenth Supplemental Indenture Oct. 5, 1970 370 Official Records
Eleventh Supplemental Indenture Oct. 30, 1972 445 Official Records
Twelfth Supplemental Indenture Dec. 9, 1974 528 Official Records
Thirteenth Supplemental Indenture Oct. 19, 1976 606 Official Records
Fourteenth Supplemental Indenture May 4, 1977 628 Official Records
Fifteenth Supplemental Indenture Sept. 5, 1978 697 Official Records
Sixteenth Supplemental Indenture Dec. 4, 1981 862 Official Records
Seventeenth Supplemental Indenture Aug. 19, 1982 896 Official Records
Eighteenth Supplemental Indenture Nov. 13, 1986 1125 Official Records
Nineteenth Supplemental Indenture Oct. 12, 1989 1304 Official Records
Twentieth Supplemental Indenture April 30, 1992 1471 Official Records
Twenty-First Supplemental Indenture June 19, 1992 1483 Official Records
Twenty-Second Supplemental Indenture June 19, 1992 1483 Official Records
Twenty-Third Supplemental Indenture October 26, 1992 1515 Official Records
Twenty-Fourth Supplemental Indenture October 30, 1992 1517 Official Records
Twenty-Fifth Supplemental Indenture January 11, 1993 1535 Official Records
Twenty-Sixth Supplemental Indenture May 18, 1995 95-14068 Official Records
Twenty-Seventh Supplemental Indenture August 5, 1999 3017077 Official Records
A-5
ARIZONA
MOHAVE COUNTY
RECORDED DOC. NO. RECORDS
-------- -------- -------
Original Indenture Aug. 28, 1972 50 Official Records
First Supplemental Indenture Aug. 28, 1972 50 Official Records
Instrument of Further Assurance Aug. 28, 1972 50 Official Records
Second Supplemental Indenture Aug. 28, 1972 50 Official Records
Third Supplemental Indenture Aug. 28, 1972 50 Official Records
Fourth Supplemental Indenture Aug. 28, 1972 50 Official Records
Fifth Supplemental Indenture Aug. 28, 1972 50 Official Records
Sixth Supplemental Indenture Aug. 28, 1972 50 Official Records
Seventh Supplemental Indenture Aug. 28, 1972 51 Official Records
Eighth Supplemental Indenture Aug. 28, 1972 51 Official Records
Ninth Supplemental Indenture Aug. 28, 1972 51 Official Records
Tenth Supplemental Indenture Aug. 28, 1972 51 Official Records
Eleventh Supplemental Indenture Oct. 30, 1972 67 Official Records
Twelfth Supplemental Indenture Dec. 9, 1974 250 Official Records
Thirteenth Supplemental Indenture Oct. 19, 1976 355 Official Records
Fourteenth Supplemental Indenture May 4, 1977 390 Official Records
Fifteenth Supplemental Indenture Sept. 5, 1978 489 Official Records
Sixteenth Supplemental Indenture Dec. 4, 1981 765 Official Records
Seventeenth Supplemental Indenture Aug. 19, 1982 865 Official Records
Eighteenth Supplemental Indenture Nov. 13, 1986 1264 Official Records
Nineteenth Supplemental Indenture Oct. 12, 1989 1612 Official Records
Twentieth Supplemental Indenture April 30, 1992 92-12800 Official Records
Twenty-First Supplemental Indenture June 19, 1992 92-33181 Official Records
Twenty-Second Supplemental Indenture June 19, 1992 92-33182 Official Records
Twenty-Third Supplemental Indenture October 26, 1992 92-58584 Official Records
Twenty-Fourth Supplemental Indenture October 30, 1992 92-59727 Official Records
Twenty-Fifth Supplemental Indenture January 11, 1993 2160 Official Records
Twenty-Sixth Supplemental Indenture May 18, 1995 95-25569 Official Records
Twenty-Seventh Supplemental Indenture August 5, 1999 99047383 Official Records
A-6
UTAH
KANE COUNTY
RECORDED DOC. NO. RECORDS
-------- -------- -------
Original Indenture Sept. 12, 1972 35 Official Records
First Supplemental Indenture Sept. 12, 1972 35 Official Records
Instrument of Further Assurance Sept. 12, 1972 35 Official Records
Second Supplemental Indenture Sept. 12, 1972 35 Official Records
Third Supplemental Indenture Sept. 12, 1972 35 Official Records
Fourth Supplemental Indenture Sept. 12, 1972 35 Official Records
Fifth Supplemental Indenture Sept. 12, 1972 35 Official Records
Sixth Supplemental Indenture Sept. 12, 1972 35 Official Records
Seventh Supplemental Indenture Sept. 12, 1972 35 Official Records
Eighth Supplemental Indenture Sept. 12, 1972 35 Official Records
Ninth Supplemental Indenture Sept. 12, 1972 35 Official Records
Tenth Supplemental Indenture Sept. 12, 1972 35 Official Records
Eleventh Supplemental Indenture Oct. 30, 1972 35 Official Records
Twelfth Supplemental Indenture Dec. 9, 1974 44 Official Records
Thirteenth Supplemental Indenture Oct. 19, 1976 53 Official Records
Fourteenth Supplemental Indenture May 4, 1977 55 Official Records
Fifteenth Supplemental Indenture Sept. 5, 1978 59 Official Records
Sixteenth Supplemental Indenture Dec. 4, 1981 71 Official Records
Seventeenth Supplemental Indenture Aug. 19, 1982 074 Official Records
Eighteenth Supplemental Indenture Nov. 13, 1986 093 Official Records
Nineteenth Supplemental Indenture Oct. 12, 1989 0106 Official Records
Twentieth Supplemental Indenture April 30, 1992 72900 Official Records
Twenty-First Supplemental Indenture June 19, 1992 73283 Official Records
Twenty-Second Supplemental Indenture June 19, 1992 73284 Official Records
Twenty-Third Supplemental Indenture October 26, 1992 74584 Official Records
Twenty-Fourth Supplemental Indenture October 30, 1992 74641 Official Records
Twenty-Fifth Supplemental Indenture January 11, 1993 75203 Official Records
Twenty-Sixth Supplemental Indenture May 18, 1995 83330 Official Records
Twenty-Seventh Supplemental Indenture August 5, 1999 99595 Official Records
A-7
UTAH
WASHINGTON COUNTY
RECORDED DOC. NO. RECORDS
-------- -------- -------
Original Indenture Sept. 22, 1972 124 Official Records
First Supplemental Indenture Sept. 22, 1972 124 Official Records
Instrument of Further Assurance Sept. 22, 1972 124 Official Records
Second Supplemental Indenture Sept. 22, 1972 124 Official Records
Third Supplemental Indenture Sept. 22, 1972 124 Official Records
Fourth Supplemental Indenture Sept. 22, 1972 124 Official Records
Fifth Supplemental Indenture Sept. 22, 1972 124 Official Records
Sixth Supplemental Indenture Sept. 22, 1972 124 Official Records
Seventh Supplemental Indenture Sept. 22, 1972 124 Official Records
Eighth Supplemental Indenture Sept. 22, 1972 124 Official Records
Ninth Supplemental Indenture Sept. 22, 1972 124 Official Records
Tenth Supplemental Indenture Sept. 22, 1972 124 Official Records
Eleventh Supplemental Indenture Oct. 30, 1972 127 Official Records
Twelfth Supplemental Indenture Dec. 9, 1974 163 Official Records
Thirteenth Supplemental Indenture Oct. 19, 1976 204 Official Records
Fourteenth Supplemental Indenture May 4, 1977 218 Official Records
Fifteenth Supplemental Indenture Sept. 5, 1978 239 Official Records
Sixteenth Supplemental Indenture Dec. 4, 1981 302 Official Records
Seventeenth Supplemental Indenture Aug. 19, 1982 313 Official Records
Eighteenth Supplemental Indenture Nov. 13, 1986 431 Official Records
Nineteenth Supplemental Indenture Oct. 12, 1989 537 Official Records
Twentieth Supplemental Indenture April 30, 1992 405624 Official Records
Twenty-First Supplemental Indenture June 19, 1992 409301 Official Records
Twenty-Second Supplemental Indenture June 19, 1992 409302 Official Records
Twenty-Third Supplemental Indenture October 26, 1992 417975 Official Records
Twenty-Fourth Supplemental Indenture October 30, 1992 418495 Official Records
Twenty-Fifth Supplemental Indenture January 11, 1993 423543 Official Records
Twenty-Sixth Supplemental Indenture May 18, 1995 500264 Official Records
Twenty-Seventh Supplemental Indenture August 5, 1999 00657403 Official Records
A-8
The foregoing document was recorded as follows:
RECORDED DOC. NO. RECORDS
-------- -------- -------
Navajo County, Arizona July 30, 2001 2001-14624 Official Records
Coconino County, Arizona July 27, 2001 3100982 Official Records
Mohave County, Arizona July 27, 2001 2001-45343 Official Records
Kane County, Utah July 27, 2001 106741 Official Records
Washington County, Utah July 27, 2001 729347 Official Records
Lincoln County, Nevada July 27, 2001 116700 Official Records
Clark County, Nevada July 27, 2001 02870 Official Records
Nye County, Nevada July 31, 2001 518675 Official Records
A-9