TRUST AGREEMENT
This TRUST AGREEMENT, dated as of March 23, 1998 (this "Trust
Agreement"), between (i) NEVADA POWER COMPANY, a Nevada corporation (the
"Sponsor"), and (ii) DELAWARE TRUST CAPITAL MANAGEMENT, INC., a Delaware
banking corporation (the "Trustee"). The Sponsor and the Trustee hereby
agree as follows:
1. The trust created hereby (the "Trust") shall be known as
"NVP Capital III" in which name the Trustee, or the Sponsor to the extent
provided herein, may engage in the transactions contemplated hereby, make and
execute contracts, and xxx and be sued.
2. The Sponsor hereby assigns, transfers conveys and sets
over to the Trustee the sum of $10. The Trustee hereby acknowledges receipt
of such amount in trust from the Sponsor, which amount shall constitute the
initial trust estate. The Trustee hereby declares that it will hold the
trust estate in trust for the Sponsor. It is the intention of the parties
hereto that the Trust created hereby constitute a business trust under
Chapter 38 of Title 12 of the Delaware Code, 12 DEL. C. Section 3801, ET SEQ.
(the "Business Trust Act"), and that this document constitute the governing
instrument of the Trust. The Trustee is hereby authorized and directed to
execute and file a certificate of trust with the Delaware Secretary of State
in accordance with the provisions of the Business Trust Act.
3. The Sponsor and the Trustee will enter into an amended
and restated Trust Agreement, satisfactory to each such party and
substantially in the form included as an exhibit to the 1933 Act Registration
Statement (as defined below), to provide for the contemplated operation of
the Trust created hereby and the issuance of the Preferred Securities and
Common Securities referred to therein. Prior to the execution and delivery
of such amended and restated Trust Agreement, the Trustee shall not have any
duty or obligation hereunder or with respect to the trust estate, except as
otherwise required by applicable law or as may be necessary to obtain prior
to such execution and delivery of any licenses, consents or approvals
required by applicable law or otherwise.
4. The Sponsor and the Trustee hereby authorize and direct
the Sponsor, as the sponsor of the Trust, (i) to file with the Securities and
Exchange Commission (the "Commission") and execute, in each case on behalf of
the Trust, (a) the Registration Statement on Form S-3 (the "1933 Act
Registration Statement"), including any pre-effective or post-effective
amendments to the 1933 Act Registration Statement, relating to the
registration under the Securities Act of 1933, as amended (the "1933 Act"),
of the Preferred Securities of the Trust and certain other securities, (b)
any Prospectus or Preliminary Prospectus relating to the Preferred Securities
required to be filed under the 1933 Act, and (c) a Registration Statement on
Form 8-A (the "1934 Act Registration Statement") (including all pre-effective
and post-effective amendments thereto) relating to the registration of the
Preferred Securities of the Trust under the Securities Exchange Act of 1934,
as amended; (ii) to file with the New York Stock Exchange or any other
national stock exchange or The Nasdaq National Market (each, an "Exchange")
and execute on behalf of the Trust one or more listing applications and all
other applications, statements, certificates, agreements and other
instruments as shall be necessary or desirable to cause the Preferred
Securities to be listed on any
of the Exchanges; (iii) to file and execute on behalf of the Trust such
applications, reports, surety bonds, irrevocable consents, appointments of
attorney for service of process and other papers and documents as shall be
necessary or desirable to register the Preferred Securities under the
securities or blue sky laws of such jurisdictions as the Sponsor, on behalf
of the Trust, may deem necessary or desirable and (iv) to execute on behalf
of the Trust that certain Underwriting Agreement relating to the Preferred
Securities, among the Trust, the Sponsor and the several Underwriters named
therein, substantially in the form included as an exhibit to the 1933 Act
Registration Statement. In connection with the filings referred to above,
the Sponsor hereby constitutes and appoints Xxxxxxx X. Xxxxxxxx and Xxxxxxx
X. Xxxxxxx, Xx., and each of them, as its true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for the
Sponsor or in the Sponsor's name, place and stead, in any and all capacities,
to sign any and all amendments (including post-effective amendments) to the
1933 Act Registration Statement and the 1934 Act Registration Statement and
to file the same, with all exhibits thereto, and any other documents in
connection therewith, with the Commission, the Exchange and administrators of
state securities or blue sky laws, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection therewith, as fully to
all intents and purposes as the Sponsor might or could to in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their respective substitute or substitutes, shall do or cause to be
done by virtue hereof.
5. This Trust Agreement may be executed in one or more
counterparts.
6. The number of Trustees initially shall be one (1) and
thereafter the number of Trustees shall be such number as shall be fixed from
time to time by a written instrument signed by the Sponsor which may increase
or decrease the number of Trustees; provided, however, that to the extent
required by the Business Trust Act, one Trustee shall either be a natural
person who is a resident of the State of Delaware or, if not a natural
person, an entity which has its principal place of business in the State of
Delaware and otherwise meets the requirements of applicable Delaware law.
Subject to the foregoing, the Sponsor is entitled to appoint or remove
without cause any Trustee at any time. The Trustees may resign upon thirty
(30) days' prior notice to the Sponsor.
7. This Trust Agreement shall be governed by, and construed
in accordance with, the laws of the State of Delaware (without regard to
conflict of laws of principles).
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IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement
to be duly executed as of the day and year first above written.
NEVADA POWER COMPANY, as Sponsor
By:
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/s/ Nevada Power Company
DELAWARE TRUST CAPITAL
MANAGEMENT, INC., as Trustee
By:
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/s/ Delaware Trust Capital Management, Inc.
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