Exhibit 4.1
NEVADA POWER COMPANY
OFFICER'S CERTIFICATE
April 4, 2002
I, the undersigned officer of Nevada Power Company (the "Company"), do
hereby certify that I am an Authorized Officer of the Company as such term is
defined in the Indenture (as defined herein). I am delivering this certificate
pursuant to the authority granted in the Board Resolutions of the Company dated
November 6, 2001, and Sections 1.04, 2.01, 3.01, 4.01(a) and 4.02(b)(i) of the
General and Refunding Mortgage Indenture dated as of May 1, 2001, as heretofore
amended and supplemented to the date hereof (as heretofore amended and
supplemented, the "Indenture"), between the Company and The Bank of New York, as
Trustee (the "Trustee"). Terms used herein and not otherwise defined herein
shall have the meanings assigned to them in the Indenture, unless the context
clearly requires otherwise. Based upon the foregoing, I hereby certify on behalf
of the Company as follows:
1. The terms and conditions of the Securities of the series described in
this Officer's Certificate are as follows (the lettered subdivisions set forth
in this Paragraph 1 corresponding to the lettered subdivisions of Section 3.01
of the Indenture):
(a) The Securities of the third series to be issued under the Indenture
shall be designated "General and Refunding Mortgage Bonds, Series C, due
November 28, 2002" (the "Bonds").
(b) The Bonds shall be authenticated and delivered in the aggregate
principal amount of $200,000,000.
(c) Not applicable.
(d) The principal of all Bonds shall be payable by the Company in whole or
in installments on such date or dates as the Company has any obligations
under the Credit Agreement to repay any Loans (as defined in the Credit
Agreement) to the Lenders (whether upon scheduled maturity, required
prepayment, acceleration, demand or otherwise), but not later than November
28, 2002. The amount of principal of the Bonds payable by the Company on
any such date shall equal the aggregate principal amount of the Loans due
and payable on such date pursuant to the Credit Agreement (but, in no
event, shall exceed the aggregate principal amount of the Bonds). The
obligation of the Company to make any payment of the principal on the Bonds
shall be fully or partially, as the case may be, deemed to have been paid
or otherwise satisfied and discharged to the extent that the Company has
paid the principal then due and payable on the Loans made pursuant to the
Credit Agreement, but any such payment shall not reduce the principal
amount of the Bonds unless the aggregate amount of the Lenders' Commitments
(as defined in the Credit Agreement) is irrevocably reduced concurrently
with such payment.
If a Default (as defined in the Credit Agreement) in the payment of
principal of any Loans shall occur under Section 7.01 of the Credit
Agreement, it shall be deemed to be a default, for the purposes of Section
10.01 of the Indenture, in payment of an amount of principal of the Bonds
equal to the amount of such unpaid principal of the Loans (but, in no
event, in excess of the aggregate principal amount of the Bonds).
(e) The Bonds shall bear interest from the time hereinafter provided at
such rate per annum as shall cause the amount of interest payable on each
Interest Payment Date (as hereinafter defined) on the Bonds to equal the
amount of interest and fees payable on such Interest Payment Date under the
Credit Agreement. Such interest on the Bonds shall be payable on the same
dates as interest and/or fees are payable from time to time pursuant to the
Credit Agreement (each such date herein called an "Interest Payment Date"),
until the maturity of the Bonds, or, in the case the Administrative Agent
shall demand redemption of the Bonds, until the redemption date, or, in the
case of any default by the Company in the payment of the principal due on
the Bonds, until the Company's obligation with respect to the payment of
such principal shall be discharged as provided in the Indenture. The amount
of interest and fees payable from time to time under the Credit Agreement,
the basis on which such interest and fees are computed and the dates on
which such interest and fees are payable are set forth in the Credit
Agreement. Each Bond shall bear interest from the later of the date of
initial authentication of such Bond or the most recent Interest Payment
Date to which interest has been paid. The obligation of the Company to make
any payment of interest on the Bonds shall be fully or partially, as the
case may be, deemed to have been paid or otherwise satisfied and discharged
to the extent that the Company has paid the interest on the Loans and fees
then due and payable pursuant to the Credit Agreement. If a Default (as
defined in the Credit Agreement) in the payment of interest or fees shall
occur under Section 7.01 of the Credit Agreement, it shall be deemed to be
a default, for purposes of Section 10.01 of the Indenture, in the payment
of an amount of interest on the Bonds equal to the amount of such unpaid
interest on the Loans and such fees.
(f) The Corporate Trust Office of The Bank of New York in New York, New
York shall be the place at which (i) the principal of and interest on the
Bonds shall be payable, (ii) registration of transfer of the Bonds may be
effected, (iii) exchanges of the Bonds may be effected and (iv) notices and
demands to or upon the Company in respect of the Bonds and the Indenture
may be served; and The Bank of New York shall be the Security Registrar for
the Bonds; PROVIDED, HOWEVER, that the Company reserves the right to
change, by one or more Officer's Certificates, with the consent of the
Administrative Agent, any such place or the Security Registrar; and
provided, further, that the Company reserves the right to designate, by one
or more Officer's Certificates, its principal office in Las Vegas, Nevada
as any such place or itself as the Security Registrar; PROVIDED, HOWEVER,
that there shall be only a single Security Registrar for the Bonds. The
principal of the Bonds shall be payable without the presentment or
surrender thereof.
(g) Not applicable.
(h) Not applicable.
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(i) The Bonds are issuable only in denominations of $200,000,000.
(j) Not applicable.
(k) Not applicable.
(l) Not applicable.
(m) See subsection (d) above.
(n) Not applicable.
(o) Not applicable.
(p) Not applicable.
(q) The Bonds shall be evidenced by a single registered Bond in the
principal amount and denomination of Two Hundred Million Dollars
($200,000,000). The Bonds shall be dated April 4, 2002, shall mature no
later than November 28, 2002, unless sooner paid, and shall bear interest
at the rate specified in subsection (e) above. The Bonds may be executed by
the Company and delivered to the Trustee for authentication and delivery.
The principal of and interest on the Bonds shall be payable at the
Corporate Trust Office of the Trustee in New York, New York.
The single Bond shall be identified by the number C-1 and shall upon
issuance be delivered by the Company to, and registered in the name of, the
Administrative Agent, on behalf of itself and the Lenders, and shall be
transferable only as required to effect an assignment thereof to a
successor or an assign of the Administrative Agent under the Credit
Agreement. The Bonds are to be issued to the Administrative Agent as
security for the payment by the Company of its Obligations (as defined in
the Credit Agreement). The single Bond shall be held by the Administrative
Agent subject to the terms of the Bond Delivery Agreement, dated as of
April 4, 2002, between the Company and the Administrative Agent.
Bonds issued upon transfer shall be numbered consecutively from C-2
upwards and issued in the same $200,000,000 denomination but, to the extent
that the aggregate of the Lenders Commitments under the Credit Agreement
shall have theretofore been reduced, the registered holder thereof shall
duly note on the Bonds like reduction in the amount of principal in the
Schedule of Prepayments to such Bond and upon any transfer of said Bond,
such Schedule of Prepayments shall transfer to the subsequently issued
Bond.
See also subsection (s) below.
(r) Not applicable.
(s) The holder of the Bond by acceptance of the Bond agrees to restrictions
on transfer and to waivers of certain rights of exchange as set forth
herein. In addition, the
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Bond has not been registered under the Securities Act of 1933 and the Bond
may not be transferred without compliance with applicable securities laws.
The Bond is not transferable except to a successor to the Administrative
Agent under the Credit Agreement.
(t) For purposes of the Bonds, "Business Day" shall mean any day that is
not a Saturday, Sunday or other day on which commercial banks in Los
Angeles, California or New York, New York are authorized or required by law
to remain closed.
(u) The Trustee may conclusively presume that the obligation of the Company
to pay the principal of and interest on the Bond shall have been fully
satisfied and discharged unless and until it shall have received a written
notice from the Administrative Agent, signed by an Authorized Officer of
the Administrative Agent and attested by the Secretary or an Assistant
Secretary of the Administrative Agent, stating that the payment of
principal of or interest on the Bond has not been fully paid when due and
specifying the amount of funds required to make such payment.
The Bonds shall have such other terms and provisions as are provided
in the form thereof attached hereto as EXHIBIT A, and shall be issued in
substantially such form.
2. The undersigned has read all of the covenants and conditions contained
in the Indenture, and the definitions in the Indenture relating thereto,
relating to the issuance of the Bonds and in respect of compliance with which
this certificate is made.
The statements contained in this certificate are based upon the
familiarity of the undersigned with the Indenture, the documents accompanying
this certificate, and upon discussions by the undersigned with officers and
employees of the Company familiar with the matters set forth herein.
In the opinion of the undersigned, he has made such examination or
investigation as is necessary to enable him to express an informed opinion as to
whether or not such covenants and conditions have been complied with.
In the opinion of the undersigned, such conditions and covenants have
been complied with.
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IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate
as of the date first written above.
By:
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Name: Richard K. Atkinson
Title: Treasurer and Investor Relations Officer
Acknowledged and Received on
April __, 2002
THE BANK OF NEW YORK,
as Trustee
By:
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Name:
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Title:
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EXHIBIT A
FORM OF BONDS
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