Exhibit 4.1
NEVADA POWER COMPANY
OFFICER'S CERTIFICATE
May 13, 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
May 13, 2002, 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 fourth series to be issued under the
Indenture shall be designated "General and Refunding Mortgage Bond,
Series D, due April 15, 2004" (the "Bond").
(b) The Bond shall be authenticated and delivered in the aggregate
principal amount of $130,000,000.
(c) Not applicable.
(d) The principal of the Bond shall be payable by the Company in
whole or in installments on such date or dates as the Company has any
obligations to the holders of the Series B Notes (as defined in the
Senior Note Indenture defined below) under the terms therein (whether
upon scheduled maturity, required prepayment, acceleration, demand or
otherwise), but not later than April 15, 2004. The amount of principal
of the Bond payable by the Company on any such date shall equal the
aggregate outstanding principal amount of the Series B Notes due and
payable on such date (but, in no event, shall exceed the aggregate
principal amount of the Bond). The obligation of the Company to make
any payment of the principal on the 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 redeemed any part of the
Series B Notes.
(e) The Bond 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
Bond to equal the amount of interest payable on such Interest Payment
Date on the Series B Notes. Such interest on the Bond shall be payable
on the
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same dates as interest is payable from time to time on the Series B
Notes (each such date herein called an "Interest Payment Date"), until
the maturity of the Bond, or, in the case the Senior Note Trustee (as
defined below) shall demand redemption of the Bond, until the
redemption date, or, in the case of any default by the Company in the
payment of the principal due on the 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 payable
from time to time on the Series B Notes and the dates on which such
interest is payable are set forth in the Senior Note Indenture (as
defined below). 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 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 Series B Notes.
(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 Bond shall be payable, (ii) registration of transfer of
the Bond may be effected, (iii) exchanges of the Bond may be effected
and (iv) notices and demands to or upon the Company in respect of the
Bond and the Indenture may be served; and The Bank of New York shall be
the Security Registrar for the Bond; 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 Bond. The
principal of the Bond shall be payable without the presentment or
surrender thereof.
(g) Not applicable.
(h) Not applicable.
(i) The Bond is issuable only in denominations of $130,000,000.
(j) Not applicable.
(k) Not applicable.
(l) Not applicable.
(m) See subsection (d) above.
(n) Not applicable.
(o) Not applicable.
(p) Not applicable.
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(q) The Bond shall be evidenced by a single registered Bond in the
principal amount and denomination of One Hundred Thirty Million Dollars
($130,000,000). The Bond shall be dated May 13, 2002, shall mature no
later than April 15, 2004, unless sooner paid, and shall bear interest
at the rate specified in subsection (e) above. The Bond may be executed
by the Company and delivered to the Trustee for authentication and
delivery. The principal of and interest on the Bond 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 D-1 and
shall upon issuance be delivered by the Company to, and registered in
the name of The Bank of New York (as successor to IBJ Whitehall Bank &
Trust Company), as trustee under the Senior Note Indenture defined
below (the "Senior Note Trustee"), and shall be transferable only as
required to effect an assignment thereof to a successor or an assign of
the Senior Note Trustee under the Senior Note Indenture. The Bond is to
be issued to the Senior Note Trustee to (i) secure the Company's
obligations to make payments under the terms of the Series B Notes
issued under the Senior Unsecured Note Indenture, dated as of March 1,
1999, as supplemented by Supplemental Indenture No. 1, dated as of
March 1, 1999, and Supplemental Indenture No. 2, dated as of April 1,
1999 (as heretofore or hereafter supplemented, modified or amended from
time to time, the "Senior Note Indenture"), and (ii) provide to the
holders of the Series B Notes the benefits of the security provided for
the Bond pursuant to the Indenture. The single Bond shall be held by
the Senior Note Trustee subject to the terms of the Pledge Agreement,
dated as of May 13, 2002, between the Company and the Senior Note
Trustee.
Bonds issued upon transfer shall be numbered consecutively
from D-2 upwards and issued in the same $130,000,000 denomination but,
to the extent that the aggregate outstanding principal amount of the
Series B Notes shall have theretofore been reduced, the registered
holder thereof shall duly note on the Bonds like reduction in such
amount in the 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 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 Senior Note Trustee under the
Senior Note Indenture.
(t) For purposes of the Bond, "Business Day" shall mean any day
that is not a Saturday, Sunday or other day on which commercial banks
in New York, New York are authorized or required by law to remain
closed.
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(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 Senior Note Trustee, 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 Bond 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 Bond 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.
IN WITNESS WHEREOF, the undersigned has executed this Officer's
Certificate as of the date first written above.
By:
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Name: Dennis D. Schiffel
Title: Senior Vice President and Chief
Financial Officer
Acknowledged and Received on
May __, 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
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FORM OF BOND
See Exhibit 4.2
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