Exhibit 4.4
NOTE: THE HOLDER OF THIS BOND BY ACCEPTANCE HEREOF AGREES TO RESTRICTIONS
ON TRANSFER, TO WAIVERS OF CERTAIN RIGHTS OF EXCHANGE, AND TO INDEMNIFICATION
PROVISIONS AS SET FORTH BELOW. IN ADDITION, THE BOND REPRESENTED BY THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND SUCH
BOND MAY NOT BE TRANSFERRED WITHOUT COMPLIANCE WITH APPLICABLE SECURITIES LAWS.
THIS BOND IS NOT TRANSFERABLE EXCEPT TO A SUCCESSOR OR ASSIGN OF THE
ADMINISTRATIVE AGENT UNDER THE CREDIT AGREEMENT REFERRED TO HEREIN AMONG THE
COMPANY AND THE SEVERAL PARTIES THERETO.
SIERRA PACIFIC POWER COMPANY
General and Refunding Mortgage Bonds, Series B, due November 28, 2002
Original Interest Accrual Date: April 8, 2002 Redeemable by Company: Yes No X
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Stated Maturity: November 28, 2002 Redemption Date: N/A
Interest Rate: See below Redemption Price: N/A
Interest Payment Dates: See below
Regular Record Dates: N/A
This Security is not a Discount Security
within the meaning of the within-mentioned Indenture.
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Principal Amount
$150,000,000 No. B-1
SIERRA PACIFIC POWER COMPANY, a corporation duly organized and existing
under the laws of the State of Nevada (herein called the "Company," which term
includes any successor corporation under the Indenture referred to below), for
value received, hereby promises to pay to UNION BANK OF CALIFORNIA, N.A., as
Administrative Agent (the "Administrative Agent"), or its registered assigns, on
behalf of itself and the Lenders (as defined below), the principal sum of ONE
HUNDRED FIFTY MILLION DOLLARS, or such lesser principal amount as shall be equal
to the aggregate principal amount of Loans (as defined in the Credit Agreement
defined below) outstanding from time to time under the Credit Agreement (as
defined below), in whole or in installments on such date or dates as the Company
has any obligations under the Credit Agreement to repay any Loans to the Lenders
(whether upon scheduled maturity, required prepayment, acceleration, demand or
otherwise), but not later than the Stated Maturity specified above. The amount
of principal of this Bond 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 principal
amount of this Bond). The obligation of the Company to make any payment of the
principal on this Bond 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 this
Bond unless the aggregate amount of the Lenders' Commitments (as defined in the
Credit Agreement) is irrevocably reduced concurrently with such payment.
Interest shall be payable on this Bond on each Interest Payment Date (as
hereinafter defined) at such rate per annum as shall cause the amount of
interest payable on such Interest Payment Date on this Bond to equal the amount
of interest and fees payable on such Interest Payment Date under the Credit
Agreement. Such interest 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 this Bond,
or, if the Administrative Agent shall demand redemption of this Bond, until the
redemption date, or, if the Company shall default in the payment of the
principal due on this Bond, 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. This Bond shall bear interest (a) from the Interest Payment Date next
preceding the date of this Bond to which interest has been paid, or (b) if the
date of this Bond is an Interest Payment Date to which interest has been paid,
then from such date, or (c) if no interest has been paid on this Bond, then from
the date of initial authentication of this Bond. The obligation of the Company
to make any payment of interest on this Bond 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.
This Bond is issued to the Administrative Agent by the Company pursuant to
the Company's obligations under the Credit Agreement, dated as of November 30,
2001 (as amended, supplemented, restated or otherwise modified from time to
time, the "Credit Agreement"), among the Company, the Administrative Agent,
Union Bank of California, N.A., as Sole Bookrunner, Wells Fargo Bank, N.A., as
Syndication Agent, Bank One, N.A., BNP Paribas and Mellon Bank, N.A., as
Co-Documentation Agents, and the Lenders party thereto from time to time (the
"Lenders"). This Bond shall be held by the Administrative Agent subject to the
terms of the Bond Delivery Agreement, dated as of April 8, 2002, between the
Company and the Administrative Agent. Any capitalized terms used herein and not
defined herein shall have the meanings specified in the Indenture (as defined
below), unless otherwise noted.
If a Default (as defined in the Credit Agreement) shall have occurred under
Section 7.01 of the Credit Agreement by reason of a failure by the Company to
make a payment of principal of any Loans when the same shall be due and payable
pursuant to the Credit Agreement, it shall be deemed to be a default, for
purposes of Section 10.01 of the Indenture, in payment of an amount of principal
of this Bond equal to the amount of such unpaid principal of the Loans (but, in
no event, in excess of the principal amount of this Bond). If a Default (as
defined in the Credit Agreement) shall have occurred under Section 7.01 of the
Credit Agreement by reason of a failure by the Company to make a payment of
interest or fees when the same shall be due and payable pursuant to 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 this Bond equal to the
amount of such unpaid interest on the Loans and fees. The Administrative Agent
shall surrender this Bond to the Trustee when all of the principal of and
interest on the Loans made pursuant to the Credit Agreement shall have been duly
paid, all fees payable pursuant to the Credit Agreement shall have been duly
paid, and the Credit Agreement shall have been terminated.
Payments of the principal of and interest on this Bond shall be made at the
Corporate Trust Office of The Bank of New York located at 101 Barclay Street,
New York, New York 10286 or at such other office or agency as may be designated
for such purpose by the Company from time to time. Payment of the principal of
and interest on this Bond, as aforesaid, shall be made in such coin or currency
of the
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United States of America as at the time of payment shall be legal tender for the
payment of public and private debts.
This Bond is one of a duly authorized issue of securities of the Company
(herein called the "Securities"), issued and issuable in one or more series
under and equally secured by a General and Refunding Mortgage Indenture, dated
as of May 1, 2001 (such Indenture as originally executed and delivered and as
supplemented or amended from time to time thereafter, together with any
constituent instruments establishing the terms of particular Securities, being
herein called the "Indenture"), between the Company and The Bank of New York, as
trustee (herein called the "Trustee," which term includes any successor trustee
under the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a description of the property mortgaged, pledged
and held in trust, the nature and extent of the security and the respective
rights, limitations of rights, duties and immunities of the Company, the Trustee
and the Holders of the Securities thereunder and of the terms and conditions
upon which the Securities are, and are to be, authenticated and delivered and
secured. The acceptance of this Bond shall be deemed to constitute the consent
and agreement by the Holder hereof to all of the terms and provisions of the
Indenture. This Bond is one of the series designated above.
The Bonds of this series will not be entitled to the benefit of any sinking
fund or voluntary redemption provisions.
If an Event of Default, as defined in the Indenture, shall occur and be
continuing, the principal of this Bond 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
Trustee to enter into one or more supplemental indentures for the purpose of
adding any provisions to, or changing in any manner or eliminating any of the
provisions of, the Indenture with the consent of the Holders of not less than a
majority in aggregate principal amount of the Securities of all series then
Outstanding under the Indenture, considered as one class; PROVIDED, HOWEVER,
that if there shall be Securities of more than one series Outstanding under the
Indenture and if a proposed supplemental indenture shall directly affect the
rights of the Holders of Securities of one or more, but less than all, of such
series, then the consent only of the Holders of a majority in aggregate
principal amount of the Outstanding Securities of all series so directly
affected, considered as one class, shall be required; and PROVIDED, FURTHER,
that if the Securities of any series shall have been issued in more than one
Tranche and if the proposed supplemental indenture shall directly affect the
rights of the Holders of Securities of one or more, but less than all, of such
Tranches, then the consent only of the Holders of a majority in aggregate
principal amount of the Outstanding Securities of all Tranches so directly
affected, considered as one class, shall be required; and PROVIDED, FURTHER,
that the Indenture permits the Trustee to enter into one or more supplemental
indentures for limited purposes without the consent of any Holders of
Securities. The Indenture also contains provisions permitting the Holders of a
majority in principal amount of the Securities then Outstanding, on behalf of
the Holders of all Securities, 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 Bond shall
be conclusive and binding upon such Holder and upon all future Holders of this
Bond and of any Security issued upon the registration of transfer hereof or in
exchange therefor or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Bond.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Bond is registrable in the Security Register, upon
surrender of this Bond for registration of transfer at the Corporate Trust
Office of The Bank of New York in New York, New York or such other office or
agency as may be designated by the Company from time to time, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by,
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the Holder hereof or his attorney duly authorized in writing, and thereupon one
or more new Bonds of this series of authorized denominations and of like tenor
and aggregate principal amount, will be issued to the designated transferee or
transferees.
This Bond has been issued by the Company to the Administrative Agent to (i)
provide for the payment of the Company's obligations to make payments to any
person under the Credit Agreement and (ii) provide to such persons the benefits
of the security provided for this Bond pursuant to the Indenture.
The Company, the Trustee and any agent of the Company or the Trustee may
deem and treat the person in whose name this Bond shall be registered upon the
Security Register for the Bonds of this 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 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 paid.
The Trustee may conclusively presume that the obligation of the Company to
pay the principal of and interest on this 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
this Bond has not been fully paid when due and specifying the amount of funds
required to make such payment.
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 reductions in the
Lenders' Commitments under the Credit Agreement, 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 such
reductions. By 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 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 whatsoever 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.
This Bond shall be governed by and construed in accordance with the laws of
the State of New York.
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Unless the certificate of authentication hereon has been executed by the
Trustee or an Authenticating Agent by manual signature, this Bond shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
SIERRA PACIFIC POWER COMPANY
By:
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Name: Richard K. Atkinson
Title: Treasurer and Investor Relations
Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.
Dated: April __, 2002
THE BANK OF NEW YORK, AS TRUSTEE
By:
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Authorized Signatory
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