Exhibit 4(B)
THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE OFFICER'S
CERTIFICATE UNDER THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY
FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY
PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH
NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO ARTICLE III OF THE INDENTURE,
(II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO
SECTION 1(q)(v)(A) OF THE OFFICER'S CERTIFICATE UNDER THE INDENTURE, (III) THIS
GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
3.09 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A
SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY OR ANY
SUCCESSOR THERETO.
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY,
TO THE COMPANY OR ANY SUCCESSOR THERETO OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY
OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.
THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR OTHER SECURITIES LAWS. NEITHER THIS
NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS THE TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS SECURITY BY
ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL
BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A
U.S. PERSON AND IS ACQUIRING ITS NOTE IN AN "OFFSHORE TRANSACTION" PURSUANT TO
RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT
WILL NOT PRIOR TO (X) THE DATE WHICH IS TWO YEARS (OR SUCH SHORTER PERIOD OF
TIME AS PERMITTED BY RULE 144(k) UNDER THE SECURITIES ACT OR ANY SUCCESSOR
PROVISION THEREUNDER) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF (OR OF
ANY PREDECESSOR OF THIS NOTE) OR THE LAST DAY ON WHICH THE COMPANY OR ANY
AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS
NOTE) AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW (THE
"RESALE RESTRICTION TERMINATION DATE"), OFFER, SELL OR OTHERWISE TRANSFER THIS
NOTE EXCEPT (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH
HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) SO LONG AS THE NOTES
ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY
BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS
AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES AND, IN THE
CASE OF AN OFFER OR SALE BY A DISTRIBUTOR OR AN AFFILIATE THEREOF (OR A
PERSON ACTING ON BEHALF THEREOF) DURING THE APPLICABLE DISTRIBUTION COMPLIANCE
PERIOD, ONLY TO NON-U.S. PERSONS OR (E) PURSUANT TO ANY OTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND (3)
AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A
NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED THAT THE COMPANY,
THE TRUSTEE AND THE SECURITY REGISTRAR SHALL HAVE THE RIGHT PRIOR TO ANY SUCH
OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (C), (D) OR (E) TO REQUIRE THE
DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/ OR OTHER INFORMATION
SATISFACTORY TO EACH OF THEM, AND (II) IN EACH OF THE FOREGOING CASES, TO
REQUIRE THAT A CERTIFICATION OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE
OF THIS NOTE IS COMPLETED AND DELIVERED BY THIS TRANSFEROR TO THE TRUSTEE. THIS
LEGEND SHALL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE
RESTRICTION TERMINATION DATE. AS USED HEREIN, THE TERMS "DISTRIBUTION COMPLIANCE
PERIOD," DISTRIBUTOR," "OFFSHORE TRANSACTION," "UNITED STATES" AND "U.S. PERSON"
HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.
NEVADA POWER COMPANY
5.95% General and Refunding Mortgage Notes, Series M, due 2016
Original Interest Accrual Date: January 18, 2006 Redeemable: Yes [X] No [ ]
Stated Maturity: March 15, 2016 Redemption Date: See Below
Interest Rate: 5.95% Redemption Price: See Below
Interest Payment Dates: March 15 and September 15
Record Dates: March 1 and September 1
The Security is not a Discount Security
within the meaning of the within-mentioned Indenture.
----------
CUSIP No. 641423 BL 1
5.95% General and Refunding Mortgage Notes, Series M, due 2016
No. R-1 $210,000,000
promises to pay to Cede & Co. or registered assigns, the principal sum of
$210,000,000 on March 15, 2016.
1. Interest. Nevada Power Company, a Nevada corporation (the "Company"),
promises to pay interest on the principal amount of this Series M Note at 5.95%
per annum, from January 18, 2006 until maturity and shall pay the Liquidated
Damages payable pursuant to Section 5 of the Registration Rights Agreement
referred to below. The Company shall pay interest and Liquidated Damages, if
any, semi-annually in arrears on March 15 and September 15 of each year, or if
any such day is not a Business Day, on the next succeeding Business Day (each an
"Interest Payment Date"). Interest on the Series M Notes shall accrue from the
most recent date to which interest has been paid or, if no interest has been
paid, from Original Interest
Accrual Date specified above; provided that if there is no existing Default in
the payment of interest, and if this Series M Note is authenticated between a
record date referred to on the face hereof and the next succeeding Interest
Payment Date, interest shall accrue from such next succeeding Interest Payment
Date, except in the case of the original issuance of Series M Notes, in which
case interest shall accrue from the Original Interest Accrual Date specified
above; provided, further, that the first Interest Payment Date shall be
September 15, 2006. The Company shall pay interest (including postpetition
interest in any proceeding under the Bankruptcy Law) on overdue principal and
premium, if any, from time to time on demand at the rate borne on the Series M
Notes; it shall pay interest (including post-petition interest in any proceeding
under the Bankruptcy Law) on overdue installments of interest and Liquidated
Damages, if any, (without regard to any applicable grace periods) from time to
time on demand at the same rate to the extent lawful. Interest shall be computed
on the basis of a 360-day year of twelve 30-day months.
2. Method of Payment. The Company shall pay interest on the Series M Notes
(except Defaulted Interest) and Liquidated Damages to the Persons who are
registered Holders of Series M Notes at the close of business on the March 1 and
September 1 next preceding the Interest Payment Date, even if such Series M
Notes are canceled after such record date and on or before such Interest Payment
Date, except as provided in Section 3.07 of the Indenture with respect to
Defaulted Interest. The Series M Notes shall be payable as to principal, premium
and Liquidated Damages, if any, and interest at the office or agency of the
Company maintained for such purpose within the City and State of New York, or,
at the option of the Company, payment of interest and Liquidated Damages may be
made by check mailed to the Holders of Series M Notes at their addresses set
forth in the register of Holders, and provided that payment by wire transfer of
immediately available funds shall be required with respect to principal of, and
interest, premium and Liquidated Damages on, all Global Notes and all other
Series M Notes the Holders of which shall have provided wire transfer
instructions to the Company or the Paying Agent. Such payment shall be in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts.
3. Paying Agent and Security Registrar. Initially, The Bank of New York,
the Trustee under the Indenture, shall act as Paying Agent and Security
Registrar. The Company may change any Paying Agent or Security Registrar without
notice to any Holder of Series M Notes. The Company or any of its Subsidiaries
may act in any such capacity.
4. Indenture; Security. This Series M Note is one of a duly authorized
issue of Securities of the Company, 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,
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 Series M Note shall be deemed to constitute the consent and agreement by
the Holder hereof to all of the terms and provisions of the Indenture. This
Series M Note is one of the series designated above. The terms of the Series M
Notes include those stated in the Indenture, the Officer's Certificate dated
January 18, 2006 (the "Officer's Certificate") and those made part of the
Indenture by reference to the Trust Indenture Act. The Series M Notes are
subject to all such terms, and Holders of Series M Notes are referred to the
Indenture and such Act for a statement of such terms. To the extent any
provision of this Series M Note conflicts with the express provisions of the
Indenture or the Officer's Certificate, the provisions of the Indenture and the
Officer's Certificate shall govern and be controlling. The Series M Notes are
general obligations of the Company initially limited to $210,000,000 aggregate
principal amount in the case of Series M Notes issued on the Issue Date.
All Outstanding Securities, including the Series M Notes, issued under the
Indenture are secured by the lien of the Indenture on the properties of the
Company described in the Indenture. The lien of the Indenture is junior, subject
and subordinate to the prior lien of the Indenture of Mortgage dated as of
October 1, 1953 between the Company and Deutsche Bank Trust Company Americas, as
trustee.
5. Optional Redemption. The Company may redeem the Series M Notes at any
time, either in whole or in part at a redemption price equal to the greater of
(1) 100% of the principal amount of the Series M Notes being redeemed and (2)
the sum of the present values of the remaining scheduled payments of principal
and interest on the Series M Notes being redeemed (excluding the portion of any
such interest accrued to the date of redemption) discounted (for purposes of
determining present value) to the redemption date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate (as defined below) plus 30 basis points, plus, in each case, accrued
interest thereon to the date of redemption.
"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of the Series M Notes that would be
utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of the Series M Notes.
"Comparable Treasury Price" means, with respect to any redemption
date, (1) the average of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal
amount) on the third business day preceding such redemption date, as set
forth in the daily statistical release (or any successor release) published
by the Federal Reserve Bank of New York and designated "Composite 3:30 p.m.
Quotations for U.S. Government Securities" or (2) if such release (or any
successor release) is not published or does not contain such prices on such
third business day, the Reference Treasury Dealer Quotation for such
redemption date.
"Independent Investment Banker" means one of the Reference Treasury
Dealers appointed by the Company.
"Reference Treasury Dealer" means a primary U.S. Government Securities
Dealer selected by the Company.
"Reference Treasury Dealer Quotation" means, with respect to the
Reference Treasury Dealer and any redemption date, the average, as
determined by the Independent Investment Banker, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the Independent
Investment Banker by such Reference Treasury Dealer at or before 5:00 p.m.,
New York City time, on the third business day preceding such redemption
date.
"Treasury Rate" means, with respect to any redemption date, the rate
per year equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such redemption date.
6. Notice of Optional Redemption. Notice of optional redemption shall be
mailed at least 30 days but not more than 60 days before the Redemption Date to
each Holder whose Series M Notes are to be redeemed at its registered address.
Series M Notes in denominations larger than $1,000 may be redeemed in part but
only in whole multiples of $1,000, unless all of the Series M Notes held by a
Holder are to be redeemed. Notices of redemption may not be conditional. On and
after the redemption date, interest and Liquidated Damages, if any, cease to
accrue on Series M Notes or portions thereof called for redemption.
7. Mandatory Redemption.
(a) Other than in connection with clause (b) below or in connection
with a redemption at the option of the Holders of the Series M Notes in Section
8 below, the Company shall not be required to make mandatory redemption or
sinking fund payments with respect to the Series M Notes.
(b) Upon the occurrence of the events described below in clauses (1)
or (2) of this paragraph 7(b), the Company shall be required to redeem the
Series M Notes immediately, at a Redemption Price equal to 100% of the aggregate
principal amount of the Series M Notes plus accrued and unpaid interest and
Liquidated Damages, if any, on the Series M Notes to the date of redemption,
without further action or notice on the part of the Trustee or the Holders of
the Series M Notes:
(1) the Company or any of its Subsidiaries that is a Significant
Subsidiary or any group of Subsidiaries that, taken as a whole,
would constitute a Significant Subsidiary pursuant to or within
the meaning of Bankruptcy Law:
(I) commences a voluntary case,
(II) consents to the entry of an order for relief against it in
an involuntary case,
(III) consents to the appointment of a custodian of it or for all
or substantially all of its property,
(IV) makes a general assignment for the benefit of its creditors,
or
(V) admits in writing of its inability to pay its debts
generally as they become due; or
(2) a court of competent jurisdiction enters an order or decree under
any Bankruptcy Law that:
(I) is for relief against the Company or any of its Subsidiaries
that is a Significant Subsidiary or any group of
Subsidiaries that, taken as a whole, would constitute a
Significant Subsidiary in an involuntary case;
(II) appoints a custodian of the Company or any of its
Subsidiaries that is a Significant Subsidiary or any group
of Subsidiaries that, taken as a whole, would constitute a
Significant Subsidiary or for all or substantially all of
the property of the Company or any of its Subsidiaries that
is a Significant Subsidiary or any group of Subsidiaries
that, taken as a whole, would constitute a Significant
Subsidiary; or
(III) orders the liquidation of the Company or any of its
Subsidiaries that is a Significant Subsidiary or any group
of Restricted Subsidiaries that, taken as a whole, would
constitute a Significant Subsidiary;
and the order or decree remains unstayed and in effect for 60
consecutive days.
8. Redemption at the Option of Holders. Upon the occurrence of any of the
following Triggering Events: (a) failure for 30 days to pay when due interest
on, or Liquidated Damages with respect to, the Series M Notes; (b) failure to
pay when due the principal of, or premium, if any, on the Series M Notes; (c)
failure by the Company or any of its Restricted Subsidiaries to comply with the
provisions described in Section 1(u)(ii) of the Officer's Certificate; (d)
failure by the Company or any of its Restricted Subsidiaries for 30 days after
notice to comply with the provisions described in Section 1(h)(iii) of the
Officer's Certificate; (e) failure by the Company or any of its Restricted
Subsidiaries for 60 days after notice to comply with any of the other agreements
in the Officer's Certificate or the Series M Notes; (f) default under any
mortgage, indenture or instrument under which there may be issued or by which
there may be secured or evidenced any Indebtedness for money borrowed by the
Company or any of its Restricted Subsidiaries (or the payment of which is
guaranteed by the Company or any of its Restricted Subsidiaries) whether such
Indebtedness or guarantee now exists, or is created after the original issue
date of the Series M Notes, if that default (i) is caused by a failure to pay
principal of, or interest or premium, if any, on such Indebtedness prior to the
expiration of the grace period provided in such Indebtedness on the date of such
default (a "Payment Default") or (ii) results in the acceleration of such
Indebtedness prior to its express maturity, and, in each case, the principal
amount of any such Indebtedness, together with the principal amount of any other
such Indebtedness under which there has been a Payment Default or the maturity
of which has been so accelerated, aggregates $15.0 million or more; (g) failure
by the Company or any of its
Subsidiaries to pay final judgments aggregating in excess of $15.0 million,
which judgments are not paid, discharged or stayed for a period of 60 days; or
(h) an event of default under the First Mortgage Indenture (other than any such
matured event of default which (i) is of similar kind or character to the
Triggering Event described in (c) or (e) above and (ii) has not resulted in the
acceleration of the securities outstanding under the First Mortgage Indenture);
provided, however, that, anything in the Officer's Certificate to the contrary
notwithstanding, the waiver or cure of such event of default under the First
Mortgage Indenture and the rescission and annulment of the consequences thereof
under the First Mortgage Indenture shall constitute a cure of the corresponding
Triggering Event and a rescission and annulment of the consequences thereof, the
Holders of at least 25% in principal amount of the Series M Notes then
Outstanding may deliver a notice to the Company requiring the Company to redeem
the Series M Notes immediately at a Redemption Price equal to 100% of the
aggregate principal amount of the Series M Notes plus accrued and unpaid
interest and Liquidated Damages, if any, on the Series M Notes to the Redemption
Date. The Holders of a majority in aggregate principal amount of the Series M
Notes then Outstanding by notice to the Company and the Trustee may on behalf of
the Holders of all of the Series M Notes waive any existing Triggering Event and
its consequences except a continuing Triggering Event related to the payment of
interest or Liquidated Damages on, or the principal of, the Series M Notes. In
the case of any Triggering Event by reason of any willful action or inaction
taken or not taken by or on behalf of the Company with the intention of avoiding
payment of the premium that the Company would have had to pay if the Company
then had elected to redeem the Series M Notes pursuant to the provisions of
Section 1(g)(i) of the Officer's Certificate relating to redemption at the
option of the Company, an equivalent premium equal to the premium payable under
Section 1(g)(i) shall also become and be immediately due and payable to the
extent permitted by law upon the redemption of the Series M Notes at the option
of the Holders thereof.
9. Denominations, Transfer, Exchange. The Series M Notes are in registered
form without coupons in denominations of $1,000 and integral multiples of
$1,000. The transfer of Series M Notes may be registered and Series M Notes may
be exchanged as provided in the Indenture and the Officer's Certificate. The
Security Registrar and the Trustee may require a Holder of Series M Notes, among
other things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder of Series M Notes to pay any taxes and fees
required by law or permitted by the Indenture. The Company need not exchange or
register the transfer of any Series M Note or portion of a Series M Note
selected for redemption, except for the unredeemed portion of any Series M Note
being redeemed in part. Also, the Company need not exchange or register the
transfer of any Series M Notes for a period of 15 days before a selection of
Series M Notes to be redeemed or during the period between a record date and the
corresponding Interest Payment Date.
10. Persons Deemed Owners. The registered Holder of a Series M Note may be
treated as its owner for all purposes.
11. Amendment, Supplement and Waiver. 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 Series M Note shall be conclusive and
binding upon such Holder and upon all future Holders of this Series M Note and
of any Series M Note 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 Series M Note.
12. Events of Default. If an Event of Default shall occur and be
continuing, the principal of this Series M Note may be declared due and payable
in the manner and with the effect provided in the Indenture.
13. No Recourse Against Others. As provided in the Indenture, no recourse
shall be had for the payment of the principal of or premium, if any, or interest
on any Securities, or any part thereof, or for any claim based thereon or
otherwise in respect thereof, or of the indebtedness represented thereby, or
upon any obligation, covenant or agreement under the Indenture, against, and no
personal liability whatsoever shall attach to, or be incurred by, any
incorporator, stockholder, officer or director, as such, past, present or future
of the Company or of any predecessor or successor corporation (either directly
or through the Company or a predecessor or successor corporation), whether by
virtue of any constitutional provision, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise; it being expressly agreed
and understood that the Indenture and all the Securities are solely corporate
obligations and that any such personal liability is hereby expressly waived and
released as a condition of, and as part of the consideration for, the execution
of the Indenture and the issuance of the Securities.
14. Authentication. Unless the certificate of authentication hereon has
been executed by the Trustee or an Authenticating Agent by manual signature,
this Series M Note shall not be entitled to any benefit under the Indenture or
be valid or obligatory for any purpose.
15. Transfer and Exchange.
(a) As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Series M Note is registrable in the
Security Register, upon surrender of this Series M Note 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 Series M Notes of this series of
authorized denominations and of like tenor and aggregate principal amount, will
be issued to the designated transferee or transferees.
(b) No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
(c) Prior to due presentment of this Series M Note for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Series M Note is registered as the
absolute owner hereof for all purposes, whether or not this Series M Note be
overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.
16. Governing Law. The Series M Notes shall be governed by and construed in
accordance with the laws of the State of New York.
17. Definition of "Business Day" and Other Terms. As used herein, "Business
Day" shall mean any day, other than Saturday or Sunday, on which commercial
banks are open for business, including dealings in deposits in U.S. dollars, in
New York. All other terms used in this Series M Note which are defined in the
Indenture or the Officer's Certificate shall have the meanings assigned to them
in the Indenture or the Officer's Certificate, as applicable, unless otherwise
indicated.
18. Abbreviations. Customary abbreviations may be used in the name of a
Holder of Series M Notes or an assignee, such as: TEN COM (= tenants in common),
TEN ENT (= tenants by the entireties), JT TEN joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (=
Uniform Gifts to Minors Act).
19. Additional Rights of Holders of Restricted Global Notes and Restricted
Definitive Notes. In addition to the rights provided to Holders of Series M
Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have all the rights set forth in the Registration Rights
Agreement dated as of January 18, 2006 between Nevada Power Company and the
parties named on the signature pages thereof (the "Registration Rights
Agreement").
20. CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Series M Notes and the Trustee may use CUSIP
numbers in notices of redemption as a convenience to Holders of Series M Notes.
No representation is made as to the accuracy of such numbers either as printed
on the Series M Notes or as contained in any notice of redemption and reliance
may be placed only on the other identification numbers placed thereon.
The Company shall furnish to any Holder of Series M Notes upon written
request and without charge a copy of the Indenture and/or the Registration
Rights Agreement. Requests may be made to:
Nevada Power Company
P.O. Box 230
6226 W. Sahara Avenue
Las Vegas, Nevada 89146
Attention: Chief Financial Officer
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
NEVADA POWER COMPANY
By:
------------------------------------
Michael W. Yackira
Corporate Executive 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: January _______, 2006
THE BANK OF NEW YORK, as Trustee
By:
------------------------------------
Authorized Signatory
SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE***
The following exchanges of a part of this Global Note for an interest in
another Global Note or for a Definitive Note, or exchanges of a part of another
Global Note or Definitive Note for an interest in this Global Note, have been
made:
PRINCIPAL AMOUNT OF
AMOUNT OF DECREASE IN AMOUNT OF INCREASE IN THIS GLOBAL NOTE SIGNATURE OF AUTHORIZED
PRINCIPAL AMOUNT OF THIS PRINCIPAL AMOUNT OF THIS FOLLOWING SUCH DECREASE SIGNATORY OF TRUSTEE OR
DATE OF EXCHANGE GLOBAL NOTE GLOBAL NOTE (OR INCREASE) NOTE CUSTODIAN
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*** This should be included only if the Note is issued in global form.
ASSIGNMENT FORM
To assign this Series M Note, fill in the form below: (I) or (we) assign and
transfer this Series M Note to
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(Insert assignee's soc. sec. or tax I.D. no.)
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(Print or type assignee's name, address and zip code)
and irrevocably appoint
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to transfer this Series M Note on the books of the Company. The agent may
substitute another to act for him.
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Date:
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Your Signature:
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(Sign exactly as your name appears on the face of this
Series M Note)
SIGNATURE GUARANTEE
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Signatures must be guaranteed by an
"eligible guarantor institution" meeting
the requirements of the Security
Registrar, which requirements include
membership or participation in the
Security Transfer Agent Medallion
Program ("STAMP") or such other
"signature guarantee program" as may be
determined by the Security Registrar in
addition to, or in substitution for,
STAMP, all in accordance with the
Securities Exchange Act of 1934, as
amended.
OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have this Series M Note purchased by the Company
pursuant to Section 1(h)(iii) (Offer to Purchase upon Change of Control) of the
Officer's Certificate, check the box below:
[ ] Section 1(h)(iii) (Offer to Purchase upon Change of Control)
If you want to elect to have only part of the Series M Note purchased by
the Company pursuant to Section 1(h)(iii) (Offer to Purchase upon Change of
Control) of the Indenture, state the amount you elect to have purchased:
$
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Date:
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Your Signature:
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(Sign exactly as your name appears on the face of the
Series M Note)
Tax Identification No.:
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SIGNATURE GUARANTEE
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Signatures must be guaranteed by an
"eligible guarantor institution" meeting
the requirements of the Security
Registrar, which requirements include
membership or participation in the
Security Transfer Agent Medallion
Program ("STAMP") or such other
"signature guarantee program" as may be
determined by the Security Registrar in
addition to, or in substitution for,
STAMP, all in accordance with the
Securities Exchange Act of 1934, as
amended.