EXHIBIT 4.1(d)
(See legend at the end of this Security for
restrictions on transfer and change of form)
NEVADA POWER COMPANY
8.25% General and Refunding Mortgage Bonds, Series A, due 2001
Original Interest Accrual Date: May 24, 2001 Redeemable: Yes [X] No [_]
Stated Maturity: June 1, 2011 Redemption Date: At any time.
Interest Rate: 8.25% Redemption Price: 100% of the
Interest Payment Dates: June 1 and December 1 principal amount of the Bond plus the
Regular Record Dates: May 17 and November 16 Make-Whole Premium.
This Security is not a Discount Security
within the meaning of the within-mentioned Indenture.
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Principal Amount Registered No. R-1
$350,000,000 CUSIP 641423 AX 6
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
****Cede & Co.****
, or registered assigns, the principal sum of THREE HUNDRED FIFTY MILLION
DOLLARS on the Stated Maturity specified above, and to pay interest thereon from
the Original Interest Accrual Date specified above or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semi-annually in arrears on the Interest Payment Dates specified above in each
year, commencing with the second Interest Payment Date next succeeding the
Original Interest Accrual Date specified above, and at Maturity, at the Interest
Rate per annum specified above, until the principal hereof is paid or duly
provided for. The interest so payable, and paid or duly provided for, on any
Interest Payment Date shall, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date specified above
(whether or not a Business Day) next preceding such Interest Payment Date.
Notwithstanding the foregoing, interest payable at Maturity shall be paid to the
Person to whom principal shall be paid. Except as otherwise provided in said
Indenture, any such interest not so paid or duly provided for shall forthwith
cease to be payable to the Holder on such Regular Record Date and may either be
paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice of
which shall be given to Holders of Securities of this series not less than 15
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities of this series may
be listed, and upon such notice as may be required by such exchange, all as more
fully provided in said Indenture.
Payment of the principal of and premium, if any, on this Security and
interest hereon at Maturity shall be made upon presentation of this Security at
the office of the Corporate Trust Administration 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 interest on this Security (other than interest at Maturity) shall be
made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register, except that if such Person shall
be a securities depositary, such payment may be made by such other means in lieu
of check, as shall be agreed upon by the Company, the Trustee and such Person.
Payment of the principal of and premium, if any, and interest on this Security,
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 Security 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,
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 Security shall be deemed to constitute the
consent and agreement by the Holder hereof to all of the terms and provisions of
the Indenture. This Security is one of the series designated above.
If any Interest Payment Date, any Redemption Date or the Stated
Maturity shall not be a Business Day (as hereinafter defined), payment of the
amounts due on this Security on such date may be made on the next succeeding
Business Day; and, if such payment is made or duly provided for on such Business
Day, no interest shall accrue on such amounts for the period from and after such
Interest Payment Date, Redemption Date or Stated Maturity, as the case may be,
to such Business Day.
This Security is subject to redemption, at the option of the Company,
at any time or from time to time, in whole or in part, at a price equal to 100%
of the principal amount of this Security (or the portion hereof to be redeemed)
plus accrued and unpaid interest to the Redemption Date plus the applicable
make-whole premium (the "Make-Whole Premium").
The amount of the Make-Whole Premium with respect to the Securities of
this series (or portion thereof) to be redeemed will be equal to the excess, if
any, of:
(a) the sum of the present values, calculated as of the
Redemption Date, of:
(1) each interest payment that, but for such
redemption, would have been payable on such Securities (or
portion thereof) being redeemed on each Interest Payment Date
occurring after the Redemption Date (excluding any accrued and
unpaid interest for the period prior to the Redemption Date);
and
(2) the principal amount that, but for such
redemption, would have been payable at the Stated Maturity of
such Securities (or portion thereof) being redeemed,
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over
(b) the principal amount of such Securities (or portion
thereof) being redeemed.
The present values of each interest and principal payment referred to
in clause (a) above will be determined in accordance with generally accepted
principles of financial analysis. Such present values will be calculated by
discounting the amount of each payment of interest or principal from the date
that each such payment would have been payable, but for such redemption, to the
Redemption Date at a discount rate equal to the Treasury Yield (as defined
below) plus 30 basis points.
The Make-Whole Premium will be calculated by Credit Suisse First Boston
Corporation or, if such firm is unwilling or unable to make such calculation, by
an independent investment banking institution of national standing appointed by
the Company (in any such case, an "Independent Investment Banker").
For purposes of determining the Make-Whole Premium, "Treasury Yield"
means a rate of interest per annum equal to the weekly average yield to maturity
of United States Treasury Notes that have a constant maturity that corresponds
to the remaining term to maturity of the Securities, calculated to the nearest
1/12 of a year (the "Remaining Term"). The Treasury Yield will be determined as
of the third business day immediately preceding the applicable Redemption Date.
The weekly average yields of United State Treasury Notes will be
determined by reference to the most recent statistical release published by the
Federal Reserve Bank of New York and designated "H.15(519) Selected Interest
Rates" or any successor release (the "H.15 Statistical Release"). If the H.15
Statistical Release sets forth a weekly average yield for United States Treasury
Notes having a constant maturity that is the same as the Remaining Term, then
the Treasury Yield will be equal to such weekly average yield. In all other
cases, the Treasury Yield will be calculated by interpolation, on a
straight-line basis, between the weekly average yields on the United States
Treasury Notes that have a constant maturity closest to and greater than the
Remaining Term and the United States Treasury Notes that have a constant
maturity closest to and less than the Remaining Term (in each case as set forth
in the H.15 Statistical Release). Any weekly average yields so calculated by
interpolation will be rounded to the nearest 1/100th of 1%, with any figure of
1/200 of 1% or above being rounded upward. If weekly average yields for United
States Treasury Notes are not available in the H.15 Statistical Release or
otherwise, then the Treasury Yield will be calculated by interpolation of
comparable rates selected by the Independent Investment Banker.
If less than all of the Securities are to be redeemed, the Securities
Registrar will select the Securities to be redeemed by such method as the
Trustee shall deem fair and appropriate. The Securities Registrar may select for
redemption Securities and portions of Securities in amounts of $1,000 or whole
multiples of $1,000.
The Securities of this series will not be entitled to the benefit of
any sinking fund or other mandatory redemption provisions.
Notice of redemption shall be given by mail to Holders of Securities,
not less than 30 days nor more than 60 days prior to the date fixed for
redemption, all as provided in the Indenture. As provided in the Indenture,
notice of redemption at the election of the Company as aforesaid may state that
such redemption shall be conditional upon the receipt by the Trustee of money
sufficient to pay the principal of and premium, if any, and interest, if any, on
this Security on or prior to the date fixed for such redemption; a notice of
redemption so conditioned shall be of no force or effect if such money is not so
received and, in such event, the Company shall not be required to redeem this
Security.
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In the event of redemption of this Security in part only, a new
Security or Securities of this series, of like tenor, for the unredeemed portion
hereof will be issued in the name of the Holder hereof upon the cancellation
hereof.
If an Event of Default shall occur and be continuing, the principal of
this Security 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 Security
shall be conclusive and binding upon such Holder and upon all future Holders of
this Security 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 Security.
As provided in the Indenture and subject to certain limitations therein
set forth, this Security or any portion of the principal amount hereof will be
deemed to have been paid for all purposes of the Indenture and to be no longer
Outstanding thereunder, and, at the election of the Company, the Company's
entire indebtedness in respect thereof will be satisfied and discharged, if
there has been irrevocably deposited with the Trustee or any Paying Agent (other
than the Company), in trust, money in an amount which will be sufficient and/or
Eligible Obligations, the principal of and interest on which when due, without
regard to any reinvestment thereof, will provide moneys which, together with
moneys so deposited, will be sufficient to pay when due the principal of and
interest on this Security when due.
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security 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 Securities of this series of authorized denominations and of like tenor
and aggregate principal amount, will be issued to the designated transferee or
transferees.
The Securities of this series are issuable only as registered
Securities, without coupons, and in denominations of $250,000 and integral
multiples of $1000 in excess thereof. As provided in the Indenture and subject
to certain limitations therein set forth, Securities of this series are
exchangeable for
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a like aggregate principal amount of Securities of the same series and Tranche,
of any authorized denominations, as requested by the Holder surrendering the
same, and of like tenor upon surrender of the Security or Securities to be
exchanged at the 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.
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.
Prior to due presentment of this Security 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 Security is registered as the absolute owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.
The Securities shall be governed by and construed in accordance with
the laws of the State of New York.
As used herein, "Business Day" shall mean any day, other than a
Saturday or Sunday, on which commercial banks and foreign exchange markets are
open for business, including dealings in deposits in U.S. dollars, in New York.
All other terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
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.
Unless the certificate of authentication hereon has been executed by
the Trustee or an Authenticating Agent by manual signature, this Security shall
not be entitled to any benefit under the Indenture or be valid or obligatory for
any purpose.
[The remainder of this page is intentionally left blank.]
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
NEVADA POWER COMPANY
By:
-----------------------------------
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.
Dated: May 24, 2001
THE BANK OF NEW YORK,
as Trustee
By:
----------------------
Authorized Signatory
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Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the Company 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 DTC (and any payment is made
to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), 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.
This Security may not be transferred or exchanged, nor may any
purported transfer be registered, except (i) this Security may be transferred in
whole, and appropriate registration of transfer effected, if such transfer is by
Cede & Co., as nominee for The Depository Trust Company (the "Depositary"), to
the Depositary, or by the Depositary to another nominee thereof, or by any
nominee of the Depositary to any other nominee thereof, or by the Depositary or
any nominee thereof to any successor securities depositary or any nominee
thereof; and (ii) this Security may be exchanged for definitive Securities
registered in the respective names of the beneficial holders hereof, and
thereafter shall be transferable without restrictions if: (A) the Depositary, or
any successor securities depositary, shall have notified the Company and the
Trustee that (i) it is unwilling or unable to continue to act as securities
depositary with respect to the Securities, (ii) has ceased to be qualified to
act as such, or (iii) has ceased to be a clearing agency registered under the
Securities Exchange Act of 1934 and the Trustee shall not have been notified by
the Company within ninety (90) days of the identity of a successor securities
depositary with respect to the Securities; (B) the Company shall have delivered
to the Trustee a Company Order to the effect that the Company has elected to
terminate the book-entry system; or (C) an Event of Default shall have occurred
and be continuing,.
THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITES ACT OF
1933 (THE "SECURITIES ACT"), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY MAY BE RELYING ON THE
EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY
RULE 144A THEREUNDER.
THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT
(A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
(I) IN THE U.S. TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE U.S. IN A
TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (III) PURSUANT
TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (IV) IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO,
NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS
REFERRED TO IN (A) ABOVE.
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ASSIGNMENT FORM
---------------
To assign this Security, fill in the form below:
I or we assign and transfer this Security to
-----------------------------------------------------
(Print or type assignee's name, address and zip code)
---------------------------------------------
(Insert assignee's soc. sec. or tax I.D. No.)
and irrevocably appoint ___________ agent to transfer this Security on
the books of the Company. The agent may substitute another to act for
him.
- --------------------------------------------------------------------------------
Date: Your Signature:
--------------------- --------------------
Signature Guarantee:
------------------------------------------------------------
(Signature must be guaranteed)
- --------------------------------------------------------------------------------
Sign exactly as your name appears on the other side of this Security.
The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17 Ad-15.
In connection with any transfer or exchange of any of the Securities evidenced
by this certificate occurring prior to the date that is two years after the
later of the date of original issuance of such Securities and the last date, if
any, on which such Securities were owned by the Company or any Affiliate of the
Company, the undersigned confirms that such Securities are being:
CHECK ONE BOX BELOW:
1 acquired for the undersigned's own account, without transfer; or
- ------
2 transferred to the Company; or
- ------
3 Transferred pursuant to and in compliance with Rule 144A under
- ------ the Securities Act of 1933, as amended (the "Securities Act");
or
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4 transferred pursuant to an effective registration statement under
- ------ the Securities Act; or
5 transferred to an institutional "accredited investor" (as defined
- ------ in Rule 501 (a) (1), (2), (3) or (7) under the Securities Act);
or
6 transferred pursuant to another available exemption from the
- ------ registration requirements of the Securities Act of 1933.
Unless one of the above items is checked, the Trustee will refuse to register
any of the Securities evidenced by this certificate in the name of any person
other than the registered Holder thereof; provided, however, that if item (5) or
(6) is checked, the Trustee or the Company may require, prior to registering any
such transfer of the Securities, in their sole discretion, such legal opinions,
certifications and other information as the Trustee or the Company may
reasonably request to confirm that such transfer is being made pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act of 1933, such as the exemption provided by
Rule 144 under such Act.
-----------------------------
Signature
Signature Guarantee:
- ------------------------------ -----------------------------
(Signature must be guaranteed) Signature
- --------------------------------------------------------------------------------
The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17 Ad-15.
TO BE COMPLETED BY PURCHASER IF (1) OR (3) ABOVE IS CHECKED.
The undersigned represents and warrants that it is purchasing
this Security for its own account or an account with respect to which it
exercise sole investment discretion and that it and any such account is a
"qualified institutional buyer" within the meaning of Rule 144A under the
Securities Act of 1933, as amended, and is aware that the sale to it is being
made in reliance on Rule 144A and acknowledges that it has received such
information regarding the Company as the undersigned has requested pursuant to
Rule 144A or has determined not to request such information and that it is aware
that the transferor is relying upon the undersigned's foregoing representations
in order to claim the exemption from registration provided by Rule 144A.
- ---------------------------
Dated:
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