Exhibit 4.2
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
SENIOR NOTE TRUSTEE UNDER THE SENIOR NOTE INDENTURE REFERRED TO HEREIN.
NEVADA POWER COMPANY
General and Refunding Mortgage Bond, Series D, due April 15, 2004
Original Interest Accrual Date: May 13, 2002 Redeemable by Company: Yes__ No_X_
Stated Maturity: April 15, 2004 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
$130,000,000 No. D-1
NEVADA 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 THE BANK OF NEW YORK, (successor to
IBJ Whitehall Bank & Trust Company), as Trustee (the "Senior Note Trustee"), or
its registered assigns, 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
("Supplemental Indenture No. 2) (as heretofore or hereafter supplemented,
modified or amended from time to time, the "Senior Note Indenture"), the
principal sum of ONE HUNDRED THIRTY MILLION DOLLARS, or such lesser principal
amount as shall be equal to the aggregate outstanding principal amount of the
Series B Notes (as defined in the Senior Note Indenture), in whole or in
installments on such date or dates as the Company has any obligations of payment
under the Senior Note Indenture (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 outstanding principal amount
of the Series B Notes due and payable on such date pursuant to the Senior Note
Indenture (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
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paid the principal then due and payable on the Series B Notes made pursuant to
the Senior Note Indenture.
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 payable on such Interest Payment Date on the Series B Notes. Such
interest shall be payable on the 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 this Bond, or, if the Senior Note Trustee 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 payable from
time to time on the Series B Notes, the basis on which such interest is computed
and the dates on which such interest is payable are set forth in the Senior Note
Indenture. 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 Series B Notes.
This Bond is issued to the Senior Note Trustee by the Company pursuant
to the Company's obligations under Section 3.01 of Supplemental Indenture No. 2.
This 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. Any capitalized terms used herein and not defined herein shall
have the meanings specified in the Indenture (as defined below), unless
otherwise noted.
If an Event of Default (as defined in the Senior Note Indenture) shall
have occurred under Section 7.01 of the Senior Note Indenture by reason of a
failure by the Company to make a payment of principal of the Series B Notes when
the same shall be due and payable pursuant to the Senior Note Indenture, 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 Series B Notes (but, in no event, in excess of the
principal amount of this Bond). If an Event of Default (as defined in the Senior
Note Indenture) shall have occurred under Section 7.01 of the Senior Note
Indenture by reason of a failure by the Company to make a payment of interest on
the Series B Notes when the same shall be due and payable pursuant to the Senior
Note Indenture, it shall be deemed to be a default, for purposes of Section
10.01 of the Indenture, in payment of an amount of interest on this Bond equal
to the amount of such unpaid interest on the Series B Notes. The Senior Note
Trustee shall surrender this Bond to the Trustee when all of the principal of
and interest on the Series B Notes shall have been duly paid and the Series B
Notes shall have been cancelled.
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 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
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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, 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 Senior Note Trustee to
(i) secure the Company's obligations to make payments of principal of and
interest on the Series B Notes, and (ii)
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provide to the holders of the Series B Notes 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 Senior Note Trustee, 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 reductions, if any, in
the aggregate outstanding principal amount of the Series B Notes, 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 (other than the initial holder) 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.
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.
NEVADA POWER COMPANY
By:
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Name: Dennis D. Schiffel
Title: Senior Vice President and Chief
Financial Officer
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.
Dated: May __, 2002
THE BANK OF NEW YORK, AS TRUSTEE
By:
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Authorized Signatory