Sierra Pacific Power Company
0000 Xxxx Xxxx
P.O. Box 10100
Reno, Nevada 89520-0400
____________________________________________________________________________
SIERRA PACIFIC POWER COMPANY
TO
STATE STREET BANK AND TRUST COMPANY
AND
XXXXXX X. XXXXXXX,
AS TRUSTEES
___________________
THIRTY-FIFTH SUPPLEMENTAL INDENTURE
DATED AS OF JANUARY 1, 1997
SUPPLEMENTING THE INDENTURE OF MORTGAGE
DATED AS OF DECEMBER 1, 1940
__________
THIS INSTRUMENT GRANTS A SECURITY INTEREST BY A PUBLIC UTILITY
THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS
THIS INSTRUMENT IS BEING FILED PURSUANT TO NEVADA REVISED STATUTES CHAPTER 105
_____________________________________________________________________________
THIS THIRTY-FIFTH SUPPLEMENTAL INDENTURE dated as of the first day of
January, 1997 by and between SIERRA PACIFIC POWER COMPANY, as Debtor (its IRS
employer identification number being 00-0000000), a corporation duly organized
and existing under the laws of the State of Nevada (hereinafter sometimes called
the "Company"), whose mailing address is P.O. Box 10100, Reno, Nevada 89520 and
address of its chief place of business is 0000 Xxxx Xxxx, Xxxx, Xxxxxx, party of
the first part, and STATE STREET BANK AND TRUST COMPANY, a trust company duly
organized and existing under the laws of The Commonwealth of Massachusetts, and
having its chief place of business at 000 Xxxxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx, as Trustee and Secured Party (its IRS employer identification
number being 00-0000000) and XXXXXX X. XXXXXXX, as Co-Trustee and Secured Party
(whose Social Security number is ###-##-#### and whose residence address is 00
Xxxxxxxxx Xxxx, Xxxxxxx, Xxxxxxxxxxxxx), the mailing address of each of whom is
P.O. Box 778, Boston, Massachusetts 02102 (both of whom are hereinafter
sometimes called the "Trustees", the former being hereinafter sometimes called
the "Trustee" and the latter the "Individual Trustee" or "Co-Trustee"), parties
of the second part.
WHEREAS, Sierra Pacific Power Company (formerly known as The Truckee River
General Electric Company and also as Truckee River Power Company), a corporation
duly organized and existing under the laws of the State of Maine (hereinafter
called the "Predecessor Company"), heretofore executed and delivered to The New
England Trust Company and Xxx X. Xxxxxx, as Trustees, an Indenture of Mortgage,
dated as of December 1, 1940 (hereinafter called the "Original Indenture") to
secure, as provided therein, its bonds (in the Original Indenture and herein
called the "Bonds") to be designated generally as its First Mortgage Bonds and
to be issued in one or more series as provided in the Original Indenture; and
WHEREAS, by virtue of Section 15.24 of the Original Indenture, State Street
Bank and Trust Company is now qualified and acting as successor Trustee
thereunder as the result of the conversion of The New England Trust Company into
a national banking association under the name New England National Bank of
Boston on October 17, 1960, the consolidation of said national banking
association with The Merchants National Bank of Boston under the name New
England Merchants National Bank of Boston as of December 31, 1960, the merger of
said New England Merchants National Bank of Boston into New England Merchants
Bank (National Association) under the name New England Merchants National Bank
as of June 18, 1970, the change of the name of said New England Merchants
National Bank to Bank of New England, National Association as of May 1, 1982 and
the transfer of substantially all of the corporate trust business of Bank of New
England, National Association to State Street Bank and Trust Company as of
September 17, 1990; and
WHEREAS, on April 11, 1947, Xxx X. Xxxxxx, Co-Trustee under the Original
Indenture, resigned, and the Predecessor Company and the Trustee, in accordance
with the provisions of Section 15.20 of the Original Indenture, accepted such
resignation and appointed Xxxxxxxx X. Xxxxxxxxxx as successor Co-Trustee
thereunder; and
WHEREAS, on November 18, 1974, Xxxxxxxx X. Xxxxxxxxxx resigned as Co-
Trustee and the Company and the Trustee, in accordance with the provisions of
Section 15.20 of the Original
Indenture, accepted such resignation and appointed Xxxxx X. Xxxxxx as successor
Co-Trustee thereunder; and
WHEREAS, on September 27, 1985, Xxxxx X. Xxxxxx resigned as Co-Trustee and
the Company and the Trustee, in accordance with the provisions of Section 15.20
of the Original Indenture, accepted such resignation and appointed Xxxxxx X.
Xxxxxxx as successor Co-Trustee thereunder, and Xxxxxx X. Xxxxxxx is now the
qualified and acting Co-Trustee thereunder; and
WHEREAS, the Predecessor Company heretofore executed and delivered to the
Trustees nine Supplemental Indentures dated, respectively, as of August 1, 1947,
April 1, 1948, October 1, 1952, November 1, 1954, November 1, 1956, April 1,
1958, May 1, 1961, June 1, 1962 and June 1, 1964 supplementing and/or modifying
the Original Indenture, pursuant to each of which the Predecessor Company
provided for the creation of a new series of First Mortgage Bonds; and
WHEREAS, the Predecessor Company was merged into the Company, on March 31,
1965, whereupon the Company acquired all the property, real, personal or mixed,
including all rights, privileges, easements, licenses and franchises, described
in the Original Indenture as theretofore supplemented and modified and thereby
conveyed or mortgaged or intended so to be, including all such property acquired
by the Predecessor Company since the execution and delivery of the Original
Indenture, which by the terms of the Original Indenture as theretofore
supplemented and modified was subjected or intended to be subjected to the lien
thereof, and the Company thereupon executed and delivered to the Trustees a
Tenth Supplemental Indenture dated as of March 31, 1965, whereby the Company
succeeded to the Predecessor Company with the same effect as if the Company had
been named in the Original Indenture as the mortgagor company and in the Bonds
and coupons as the obligor thereon or maker thereof; and
WHEREAS, the Company heretofore executed and delivered to the Trustees an
Eleventh Supplemental Indenture dated as of October 1, 1965, a Twelfth
Supplemental Indenture dated as of July 1, 1967, a Thirteenth Supplemental
Indenture dated as of May 1, 1970, a Fourteenth Supplemental Indenture dated as
of November 1, 1972, a Fifteenth Supplemental Indenture dated as of May 1, 1974,
a Sixteenth Supplemental Indenture dated as of October 1, 1975, a Seventeenth
Supplemental Indenture dated as of July 1, 1976, an Eighteenth Supplemental
Indenture dated as of August 1, 1977, a Twenty-first Supplemental Indenture
dated as of August 1, 1979, a Twenty-second Supplemental Indenture dated as of
October 1, 1980, a Twenty-third Supplemental Indenture dated as of May 1, 1981,
a Twenty-fourth Supplemental Indenture dated as of September 1, 1982, a Twenty-
fifth Supplemental Indenture dated as of July 1, 1986, a Twenty-sixth
Supplemental Indenture dated as of August 1, 1988, a Twenty-seventh Supplemental
Indenture dated as of August 1, 1989, a Twenty-eighth Supplemental Indenture
dated as of May 1, 1992, a Twenty-ninth Supplemental Indenture dated as of
June 1, 1992, a Thirtieth Supplemental Indenture dated as July 1, 1992, a
Thirty-first Supplemental Indenture dated as of November 1, 1992, a Thirty-
second Supplemental Indenture dated as of June 1, 1993, a Thirty-third
Supplemental Indenture dated as of October 1, 1993 and a Thirty-fourth
Supplemental Indenture dated as of February 1, 1996, each supplementing and/or
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modifying the Original Indenture, pursuant to each of which the Company
provided for the creation of a new series of First Mortgage Bonds, and executed
and delivered to the Trustees a Nineteenth Supplemental Indenture dated as of
April 1, 1978 and a Twentieth Supplemental Indenture dated as of October 1,
1978, each modifying the Original Indenture, and
WHEREAS, pursuant to the Original Indenture, as so supplemented and
modified, there have been executed, authenticated and delivered and there are
now outstanding First Mortgage Bonds of series and in principal amounts as
follows:
Issued and
Title Outstanding
----- -----------
6 1/2% Bonds of 1997 Series $15,000,000.00
2% Bonds of 2011 Series [1,880,747.00]
5% Bonds of Series Y due 2024 [3,408,110.00]
2% Bonds of Series Z due 2004 [160,247.00]
6.55% Bonds of Series AA due 2013 39,500,000.00
6.65% Bonds of Series BB due 2017 17,500,000.00
12% Bonds of Series CC due 2022 115,000,000.00
6.30% Bonds of Series DD due 2014 45,000,000.00
6.30% Bonds of Series EE due 2022 10,250,000.00
6.35% Bonds of Series FF due 2012 1,000,000.00
6.55% Bonds of Series GG due 2020 20,000,000.00
6.65% Bonds of Series HH due 2017 75,000,000.00
6.70% Bonds of Series II due 2032 21,200,000.00
5.90% Bonds of Series JJ due 2023 9,800,000.00
5.90% Bonds of Series KK due 2023 30,000,000.00
10% Bonds of Series LL due 2033 80,000,000.00
9% Bonds of Series MM due 2035 80,000,000.00
WHEREAS, the Board of Directors of the Company has established under said
Original Indenture, as supplemented and modified, a new series of Bonds to be
designated First Mortgage Bonds, 9% Series NN due 2037, to be dated as of
January 1, 1997 and to be due January 1, 2037 (hereinafter sometimes referred to
as "Bonds of the NN Series") and has authorized the initial issuance of Bonds
of the NN Series in the principal amount of Thirty-five Million Dollars
($35,000,000) pursuant to the provisions of Article 3 of the Original indenture
to obtain funds for its corporate purposes; and
WHEREAS, pursuant to a Collateral Trust Indenture (as supplemented, the
"Collateral Trust Indenture") dated as of June 1, 1992 between the Company and
Bankers Trust Company (the "Indenture Trustee")
(a) Thirty-five Million Dollars ($35,000,000) aggregate principal amount
of Bonds of the NN Series are to be registered in the name of the Indenture
Trustee;
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(b) From time to time, the Company will designate all or a portion of said
Bonds of the NN Series to be held in pledge as Designated Mortgage Bonds under
the terms of, to the extent and in the manner provided in, the Collateral Trust
Indenture to serve as security for the payment of the principal of and premium,
if any, and interest on up to Thirty-five Million Dollars ($35,000,000)
aggregate principal amount of collateral trust notes (the "Securities") to be
issued from time to time under the Collateral Trust Indenture; and
(c) Any payments received by the Indenture Trustee on account of principal
of or interest on the Bonds of the NN Series are to be applied by the Indenture
Trustee to the payment of corresponding amounts of principal of, or interest or
premium on, the Securities; and any payments received by the Indenture Trustee
on account of principal of, or interest or premium on, the Securities through
funds other than payments received by it on account of principal of or interest
on the Bonds of the NN Series shall constitute full payment of corresponding
amounts of principal of or interest on the Bonds of the NN Series; and any
receipt by the Indenture Trustee of any Securities for cancellation shall
constitute full payment of the principal of and interest on a corresponding
amount of the bonds of the NN Series; and
WHEREAS, Section 16.01 of the Original Indenture provides, among other
things, that the Company may execute and file with the Trustees, and the
Trustees at the request of the Company shall join in, indentures supplemental to
the Original Indenture and which thereafter shall form a part thereof, for the
purposes, among others, of (a) describing the terms of any new series of Bonds
as established by resolution of the Board of Directors of the Company pursuant
to Section 2.03 of the Original Indenture, (b) subjecting to the lien of the
Original Indenture, or perfecting the lien thereof upon, any additional
properties of any character, and (c) for any other purpose not inconsistent with
the terms of the Original Indenture and which shall not impair the security of
the same; and
WHEREAS, the Company desires to execute this Thirty-fifth Supplemental
Indenture and hereby requests the Trustees to join in this Thirty-fifth
Supplemental Indenture for the purpose of (a) describing the terms of the Bonds
of the NN Series and (b) subjecting to the lien of the Original Indenture, or
perfecting the lien thereof upon, additional properties acquired by since the
execution and delivery of the Original Indenture (the Original Indenture, as
heretofore supplemented and modified and as hereby supplemented and modified
being herein sometimes called the "Indenture"); and
WHEREAS, all conditions necessary to authorize the execution, delivery and
recording of this Thirty-fifth Supplemental Indenture and to make this Thirty-
fifth Supplemental Indenture a valid and binding indenture of mortgage for the
security of the Bonds of the Company issued or to be issued under the Indenture
have been complied with or have been done or performed;
NOW, THEREFORE, THIS INDENTURE WITNESSETH:
That, in order to secure equally and ratably the payment of the principal
of and premium, if any, and interest on the Bonds issued under and secured by
the Indenture, at any time
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outstanding, according to their tenor and effect, and the performance of all the
covenants and conditions in the Indenture and in said Bonds contained, the
Company for and in consideration of the premises and of the purchase and
acceptance of said Bonds by the holders thereof, and of the sum of one dollar
($1.00) and of other valuable consideration to it duly paid by the Trustees at
or before the execution and delivery of these presents, the receipt whereof is
hereby acknowledged, has executed and delivered these presents, and has granted,
bargained, sold, conveyed, transferred, pledged, assigned, remised, released,
mortgaged, set over and confirmed, and by these presents does grant, bargain,
sell, convey, transfer, pledge, assign, remise, release, mortgage, set over and
confirm, all of the property hereinafter described (except the property
described in Part IV hereof), which has been acquired by the Company since the
execution and delivery by it of the Original Indenture, that part not situated
in the State of California unto the Trustees and their successors and assigns,
and that part situated in the State of California unto the Individual Trustee
and his successors and assigns, to wit:
PART I.
REAL PROPERTY IN THE STATE OF CALIFORNIA
The following described pieces, parcels or tracts of land, easements and
rights and interests in and to land lying and being in the State of California,
together with all improvements of every description thereon situate or in any
wise incident or appertaining thereto:
[TO BE PROVIDED BY THE COMPANY.]
REAL PROPERTY IN THE STATE OF NEVADA
The following described pieces, parcels or tracts of land, easements and
rights and interests in and to land lying and being in the State of Nevada,
together with all improvements of every description thereon situate or in any
wise incident or appertaining thereto:
[TO BE PROVIDED BY THE COMPANY.]
PART II.
ALL OTHER PROPERTY
Whether the same has or has not been specifically described or referred to
elsewhere in the Indenture, and provided the same is not therein or herein
elsewhere expressly excepted, all the corporate and other franchises owned by
the Company, and all permits, ordinances, easements, privileges, immunities,
patents and licenses, all rights to construct, maintain and operate overhead and
underground systems for the distribution and transmission of electric current,
gas, water, steam heat or other agencies for the supplying to itself and to
others of light,
5
heat, power and water, all rights of way and all grants and consents and all
leases and leasehold interests whatsoever (not therein or herein specifically
excepted) whether the same or any of the same are now owned or hereafter
acquired by the Company; also all other property, real, personal and mixed, now
owned or hereafter acquired by the Company, including (but not limited to) all
its properties situated in the cities of Reno, Sparks, Xxxxxx City, Yerington,
Lovelock, Elko, Winnemucca, Hawthorne, Tonopah and Battle Mountain, in the
Counties of Xxxxxx City, Xxxxxxxxx, Xxxxxxx, Xxxx, Xxxxxxxxx, Eureka, Humboldt,
Lander, Lyon, Mineral, Nye, Pershing, Storey, Washoe and White Pine, in the
State of Nevada, and also in the Counties of Alpine, El Dorado, Mono, Nevada,
Placer, Plumas and Sierra in the State of California and wheresoever situated
(not therein or herein specifically excepted), including (without in any wise
limiting or impairing by the enumeration of the same, the generality, scope and
intent of the foregoing or of any general description contained in the Original
Indenture, as heretofore supplemented and modified and hereby supplemented and
modified), all lands, rights of way, water and riparian rights and all interests
therein, dams and dam sites, gas and electric light, heat and power plants and
systems, water and/or water-works plants and systems, plants, manufactories,
power houses, substations, garages, sheds, warehouses, repair shops, storage
houses, buildings, tunnels, bridges, distribution and transmission lines, pipe
lines, conduits, towers, poles, wires, cables and all other structures,
machinery, engines, boilers, dynamos, electric machines, regulators, meters,
transformers, generators, motors, electric and mechanical appliances, and other
equipment of every description; and also all accessions, additions, alterations,
improvements, betterments, developments, extensions and enlargements hereafter
made, constructed or acquired by the Company to, of or upon any or all of the
properties, equipment, system and/or plants, and/or property used thereby or
useful therefor or incidental thereto or connected therewith; and the
reversions, reservations and remainders and all the estate, right, title,
interest, possession, claim and demand of every nature and description
whatsoever of the Company, as well at law as in equity of, in and to the same
and every part and parcel thereof.
PART III.
INCOME
All tolls, revenues, earnings, income, rents, issues and profits of all
property, real and personal, tangible and intangible, which are now or hereafter
shall be or be required to be made subject to the lien of the Indenture, or
pledged thereunder.
PART IV.
PROPERTIES EXCEPTED
There is, however, expressly excepted and excluded from the lien and
operation of the Indenture:
6
(a) All property excepted or excluded or intended to be excepted or
excluded by the Granting Clauses of the Original Indenture as
heretofore supplemented and modified and as hereby supplemented and
modified, subject to the provisions of Section 5.16 of the Original
Indenture as renumbered by Section 1.07 of the Twentieth Supplemental
Indenture, provided, however, that no properties necessary or
appropriate for purchasing, storing, generating, manufacturing,
utilizing, transmitting, supplying and/or disposing of electricity,
water and/or gas shall be excepted from the lien of the Indenture,
anything contained in Subdivision I of Part X of the Granting Clauses
of the Original Indenture to the contrary notwithstanding; and
(b) All property released or otherwise disposed of pursuant to the
provisions of Article 6 of the Original Indenture,
(all herein sometimes for convenience collectively referred to as "excepted
property").
TO HAVE AND TO HOLD all that part of the aforesaid property, rights,
privileges, franchises and immunities not situated in the State of California,
whether now owned or hereafter acquired by the Company, unto the Trustees, and
their respective successors and assigns in trust forever; and
TO HAVE AND TO HOLD all that part of the aforesaid property, rights,
privileges, franchises and immunities situated in the State of California,
whether now owned or hereafter acquired by the Company, unto the Individual
Trustee, and his successors and assigns in trust forever.
SUBJECT, HOWEVER, to the exceptions and reservations and matters
hereinabove recited, any permitted liens, other than liens and encumbrances
junior to the lien of the Indenture, as defined in Section 1.01(y) of the
Original Indenture as modified by Section 1.03 of the Twentieth Supplemental
Indenture, and to liens existing on any property hereafter acquired by the
Company at the time of such acquisition or permitted by Section 5.04 of the
Original Indenture.
BUT IN TRUST, NEVERTHELESS, for the equal pro rata benefit, security and
protection of all present and future holders of the Bonds issued and to be
issued under and secured by the Indenture, and to secure the payment of such
Bonds and the interest thereon, in accordance with the provisions of said
Bonds and of the Indenture, without any discrimination, preference, priority
or distinction as to lien or otherwise of any Bond over any other Bond,
except insofar as any sinking fund established in accordance with the
provisions of the Indenture may afford additional security for the Bonds of
any one or more series and except as provided in Section 10.29 of the
Original Indenture, so that the principal and interest of every such Bond
shall be equally and ratably secured by the Indenture, as if all said Bonds
had been issued, sold and delivered for value simultaneously with the
execution of the Original Indenture and to secure the performance of and the
compliance with the covenants and conditions of said Bonds and of the
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Indenture, and upon the trusts and for the uses and purposes and subject to
the covenants, agreements, provisions and conditions hereinafter set forth
and declared; it being hereby agreed as follows, to wit:
ARTICLE 1
DESCRIPTION OF BONDS OF THE NN SERIES
Section 1.01. Establishment of Bonds of the NN Series. There shall be and
hereby is established a new series of Bonds to be issued under and secured by
the Indenture and to be designated as the Company's "First Mortgage Bonds, 9%
Series NN due 2037" (herein sometimes referred to as "Bonds of the NN Series").
Section 1.02. Terms of Bonds of the NN Series. The Bonds of the NN Series
shall be evidenced by a single registered Bond in the principal amount and
denomination of Thirty-five Million Dollars ($35,000,000) due January 1, 2037;
it shall bear interest at the rate per annum shown in its title, payable semi-
annually on January 1 and July 1 of each year, commencing July 1, 1997.
Interest on the Bonds of the NN Series shall be computed on the basis of a 360-
day year of twelve 30-day months. The Bonds of the NN Series shall be dated as
provided in Section 2.08 of the original Indenture as modified by Section 2.03
of the Twelfth Supplemental Indenture.
The single Bond of the NN Series shall be numbered 1 and shall upon
issuance be delivered by the Company to and registered in the name of the
Indenture Trustee and thereafter shall not be sold, assigned, pledged,
mortgaged, transferred or otherwise disposed of except as required to effect (a)
an assignment to a successor Indenture Trustee under the Collateral Trust
Indenture or (b) a surrender to the Trustee (i) to effect an exchange, in
accordance with applicable law, in connection with any Federal or State
bankruptcy, insolvency, reorganization or similar proceeding involving the
Company, (ii) to effect an exchange by the Company with the Indenture Trustee of
any Mortgage Bonds (as defined in the Collateral Trust Indenture) upon payment
or deemed payment or other satisfaction and discharge of a portion of any
Mortgage Bonds, (iii) to effect a surrender or an exchange of any Mortgage Bonds
pursuant to Section 406 or 503 of the Collateral Trust Indenture or (iv) to
obtain the final payment due on any Mortgage Bonds as required by the terms of
the Indenture. Bonds issued upon any such transfer or surrender shall be
numbered from 2 upwards and issued to the transferee or person surrendering the
same for a like principal amount, less the principal amount of such bond that
has been paid, deemed to have been paid or otherwise satisfied and discharged or
surrendered for cancellation pursuant to Section 406 or 503 of the Collateral
Trust Indenture.
It is expected that the Company, pursuant to the Collateral Trust
Indenture, will furnish directly to the Indenture Trustee at its principal
corporate trust office all funds required for any and all payments of principal
of, and interest and premium on, Securities. Any such payment may be made in
any coin or currency of the United States which is legal tender for the payment
8
of public and private debts. The obligation of the company to make any payment
of the principal of or interest on the portion of the Bond of the NN Series that
is designated as Designated Mortgage Bonds (as such term is defined in the
Collateral Trust Indenture and hereinafter called "Designated Mortgage Bonds"),
whether at its stated maturity or upon redemption (including any redemption
pursuant to Section 404 of the Collateral Trust Indenture), shall be fully or
partially, as the case may be, deemed to have been paid or otherwise satisfied
and discharged to the extent that at the time any such payment shall be due, the
then due principal of (and premium, if any) or interest on the Securities to
which such Designated Mortgage Bonds relate shall have been fully or partially
paid, deemed to have been paid or otherwise satisfied and discharged. In
addition, such obligation to make any payment of the principal of or interest on
the portion of the Bond of the NN Series that is designated as Designated
Mortgage Bonds at any time shall be deemed to have been satisfied and discharged
to the extent that the amount of the Company's obligation to make any payment of
the principal of or interest on the portion of the Bond of the NN Series that is
designated as Designated Mortgage Bonds exceeds the obligation of the Company at
that time to make any payment on the applicable Redemption Date or Stated
Maturity (each as defined in the Collateral Trust Indenture) of the principal of
(and premium, if any) or interest on the Securities to which such portion of the
Bond of the NN Series that is designated as Designated Mortgage Bonds relates.
The obligation of the Company to make any payment of the principal of or
interest on the Bond of the NN Series other than the portion that is designated
as Designated Mortgage Bonds shall be deemed to have been satisfied and
discharged in full at the time any such payment shall be stated to be due.
Unless payment then is or has been made pursuant to the next preceding
paragraph, payment of the principal of, and premium, if any, and interest on the
single Bond of the NN Series shall be made in any coin or currency of the United
States which at the time of payment is legal tender for the payment of public
and private debts at the principal corporate trust office of the Indenture
Trustee on or prior to the business day preceding the due date for such payment.
Any such payment of principal, premium and interest shall be credited as and
used to make a corresponding payment of principal, premium and interest on the
Securities.
The Trustees may conclusively presume that the obligation of the Company to
pay the principal of and premium, if any, and interest on the Bond of the NN
Series as the same shall become due and payable at maturity or upon redemption
shall have been duly and punctually paid or deemed to have been paid or
otherwise satisfied and discharged in full unless and until it shall have
received notice in writing to the contrary from the Indenture Trustee,
specifying the amount of funds required to make such payment after giving effect
to Section 403(a) of the Collateral Trust Indenture.
The Indenture Trustee, by acceptance of the single Bond of the NN Series,
shall agree to make the notations on the Schedule of Designations and
Prepayments required by the Collateral Trust Indenture and to surrender said
Bond to the Trustee upon the circumstances set forth in Section 406 or 503 of
the Collateral Trust Indenture.
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If any of the following events of default occurs under Section 601 of the
Collateral Trust Indenture, it shall be deemed to be the corresponding default
under Section 10.01 of the Indenture as hereafter provided: (i) default in the
payment of any interest upon any Security when such interest becomes due and
payable shall be deemed to be a default, under Section 10.01(a) of the
Indenture, in the due and punctual payment of a like amount of interest on the
Bond of the NN Series, (ii) default in the payment of the principal of (or
premium, if any, on) any Security at the stated maturity thereof or upon
redemption thereof shall be deemed to be a default, under Section 10.01(b) of
the Indenture, in the due and punctual payment of a like amount of principal of
the Bond of the NN Series, (iii) default in the deposit of any sinking fund
payment when and as due by the terms of a Security shall be deemed to be a
default under Section 10.01(d) of the Indenture, (iv) a default in the
performance, or breach, of any covenant or warranty of the Company as described
in Section 601(4) of the Collateral Trust Indenture shall be deemed to be a
default under Section 10.01(d) of the Indenture, (v) the occurrence of an event
described in Section 601(5) of the Collateral Trust Indenture shall be deemed to
be a default under Section 10.01(e) of the Indenture, (vi) the occurrence of an
event described in Section 601(6) of the Collateral Trust Indenture shall be
deemed to be a default under Section 10.01(f) of the Indenture and (vii)
occurrence of an event of default provided in an indenture supplemental to the
Collateral Trust Indenture shall be deemed to be a default under Section
10.01(d) of the Indenture.
Any notice affecting or relating to the Bonds of the NN Series required or
permitted to be given under the Indenture may be given by mailing the same by
first class mail, postage prepaid, to the Indenture Trustee at its address as
the same appears on the Bond Register for the Bonds of the NN Series. The
certificate of the Trustee that such mailing has been effected shall be
conclusive evidence of compliance with the requirements of Section 4.02 and of
Section 16.08 of the Original Indenture as modified by Section 2.07 of the
Twelfth Supplemental Indenture, whether or not the Indenture Trustee receives
such notice.
The Trustee hereunder shall, by virtue of its office as such Trustee, be
the Registrar and Transfer Agent of the Company for the purpose of registering
and transferring Bonds of the NN Series, and shall maintain a bond register for
the Bonds of the NN Series.
Section 1.03. Prepayment Provisions of the Bonds of the NN Series. The
Bond of the NN Series shall be redeemable at the option of the Company at any
time, but only to the extent that such Bond of the NN Series is (i) a Designated
Mortgage Bond which the Company has incurred the obligation under the Collateral
Trust Indenture to redeem, or (ii) not a Designated Mortgage Bond, and shall not
otherwise be redeemable pursuant to the requirements of the Indenture, except
pursuant to the provisions of clause 2 of Section 6.05 of the Original
Indenture.
In the event of a redemption in accordance with the provisions of the
preceding paragraph, the Indenture Trustee shall forthwith make notation of the
principal amount of the Bond of the NN Series so redeemed on the Schedule of
Designations and Prepayments printed
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thereon, and shall promptly notify the Trustee of the amount of such payment and
that notation of such payment has been duly made.
All portions of the single Bond of the NN Series which may from time to
time be paid or prepaid in accordance with this Section 1.03 shall thereupon be
deemed to be funded, and no such portion may be reissued, so long as any portion
of said Bond of the NN Series is outstanding.
Section 1.04. Form of Bonds of the NN Series. The Bonds of the NN Series
and the Trustee's authentication certificate to be executed on the Bonds of said
series shall be substantially in the forms following, respectively:
11
[FORM OF BONDS OF NN SERIES]
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.
SIERRA PACIFIC POWER COMPANY
Incorporated under the laws of the State of Nevada
First Mortgage Bonds, 9% Series NN due 2037
Due January 1, 2037
No. NN-__ $35,000,000
SIERRA PACIFIC POWER COMPANY, a corporation of the State of Nevada
(hereinafter called the "Company"), for value received, hereby promises to
pay to ____________________, as trustee (with its successors as such, the
"Indenture Trustee") under that certain Collateral Trust Indenture, dated as
of June 1, 1992, as supplemented (as so supplemented, the "Collateral Trust
Indenture"), between the Company and the Indenture Trustee, providing for the
issuance from time to time of the Company's collateral trust notes (the
"Securities"), to be issued in one or more series or tranches as in the
Collateral Trust Indenture provided, on January 1, 2037, for the ratable
benefit of the Holders from time to time of the series or tranches of
outstanding Securities for which portions of this Bond are designated as
described below, the sum of Thirty-five Million Dollars, and to pay to the
Indenture Trustee interest thereon from January 1, 1997 or the most recent
January 1 or July 1 to which interest has been paid or deemed to have been
paid or otherwise satisfied and discharged, at the rate of 9% per annum on
January 1 and July 1 in each year, commencing July 1, 1997, until the
Company's obligation with respect to the payment of such principal shall have
been discharged. Notwithstanding the foregoing, the obligation of the
Company to make any payment of the principal of or interest on the portion of
this Bond that is designated as Designated Mortgage Bonds (as such term is
defined in the Collateral Trust Indenture), whether at maturity, upon
redemption (including any redemption pursuant to Section 404 of the
Collateral Trust Indenture) or otherwise, shall be fully or partially, as the
case may be, deemed to have been paid or otherwise satisfied and discharged
to the extent that at the time any such payment shall be due, the then due
principal of (and premium, if any) or interest on the Securities to which
such Designated Mortgage Bonds relate, shall have been fully or partially
paid, deemed to have been paid or otherwise satisfied and discharged. In
addition, such obligation to make any payment
12
of the principal of or interest on the portion of this Bond that is
designated as Designated Mortgage Bonds at any time shall be deemed to have
been satisfied and discharged to the extent that the amount of the Company's
obligation to make any payment of the principal of or interest on the portion
of this Bond that is designated as Designated Mortgage Bonds exceeds the
obligation of the Company at that time to make any payment on the applicable
Redemption Date or Stated Maturity (as such terms are defined in the
Collateral Trust Indenture) of the principal of (and premium, if any) or
interest on the Securities to which such portion of this Bond that is
designated as Designated Mortgage Bonds relates. The obligation of the
Company to make any payment of the principal of or interest on this Bond
other than the portion that is designated as Designated Mortgage Bonds shall
be deemed to have been satisfied and discharged in full at the time any such
payment shall be stated to be due.
The holder of this Bond by acceptance hereof agrees that whenever any
designation or payment on account of the principal of this Bond is made or
occurs under any provision of the indenture referred to below (the "Indenture")
or the Collateral Trust Indenture, the holder hereof shall promptly note on the
Schedule of Designations and Prepayments the date and amount of each such
designation or payment of principal, and shall promptly notify the Trustee of
the amount of each such designation or payment and that the notation of
designation or payment has been duly made, and further agrees to surrender this
Bond to the Trustee for cancellation when all principal of, premium, if any, and
interest on this Bond shall have been duly paid.
Unless payment then is or has been made pursuant to the second preceding
paragraph, the principal of and interest on this Bond will be paid in lawful
money of the United States of America and will be payable at the principal
corporate trust office of the Indenture Trustee by check or wire transfer to the
order of the Indenture Trustee in Federal funds immediately available at said
office of the Indenture Trustee, in each case on or prior to the business day
preceding the due date for such payment. The holder of this Bond by acceptance
hereof agrees that any such payment of principal or interest on this Bond shall
be credited as and used to make a corresponding payment of principal, premium or
interest on the Securities.
This Bond is the single registered bond of the Company of the series
specified in the title hereof, and is issued in the aggregate principal amount
of $35,000,000 in order to secure by the lien of the Indenture hereinafter
mentioned the obligation of the Company to pay duly and punctually the principal
of (and premium, if any) and interest on Outstanding Securities (as defined in
the Collateral Trust Indenture) in accordance with the terms thereof, and the
Collateral Trust Indenture, and evidences the Bonds of a series of an authorized
issue of bonds of the Company, known as First Mortgage Bonds, not limited as to
maximum principal amount except as otherwise provided in the Indenture
hereinafter mentioned, all issued or issuable in one or more series (which
several series may be of different denominations, dates and tenor) under and
equally secured (except insofar as any sinking fund, established in accordance
with the provisions of the Indenture hereinafter mentioned, may afford
additional security for other Bonds of any particular series) by an Indenture of
Mortgage dated as of December 1, 1940, duly executed and delivered by the
Company's predecessor, Sierra Pacific Power Company, a Maine corporation, and
duly assumed by the Company by means of the Tenth Supplemental Indenture
13
hereinafter mentioned, to The New England Trust Company (now State Street Bank
and Trust Company by succession, herein sometimes called "Trustee"), and Xxx X.
Xxxxxx (now Xxxxxx X. Xxxxxxx by succession), as Trustees, as supplemented and
modified by the First Supplemental Indenture, dated as of August 1, 1947, by the
Second Supplemental Indenture, dated as of April 11, 1948, by the Ninth
Supplemental Indenture, dated as of June 1, 1964, by the Tenth Supplemental
Indenture, dated as of March 31, 1965, by the Twelfth Supplemental Indenture,
dated as of July 1, 1967, by the Fourteenth Supplemental Indenture, dated as of
November 1, 1972, by the Fifteenth Supplemental Indenture, dated as of May 1,
1974, by the Seventeenth Supplemental Indenture, dated as of July 1, 1976, by
the Eighteenth Supplemental Indenture, dated as of August 1, 1977, by the
Nineteenth Supplemental Indenture, dated as of April 1, 1978, and by the
Twentieth Supplemental Indenture, dated as of October 1, 1978, and as
supplemented by all other indentures supplemental thereto including a Thirty-
fifth Supplemental Indenture, dated as of January 1, 1997, executed and
delivered by the Company (or executed and delivered by its predecessor and duly
assumed by the Company) to said Trustees, to which Indenture of Mortgage and all
indentures supplemental thereto (herein sometimes collectively called the
"Indenture") reference is hereby made for a description of the property
mortgaged and pledged as security for said bonds, the rights and remedies and
limitations on such rights and remedies of the registered owner of this Bond in
regard thereto, the terms and conditions upon which said bonds are secured
thereby, the terms and conditions upon which additional bonds and coupons may be
issued thereunder and the rights, immunities and obligations of the Trustees
under said Indenture; but neither the foregoing reference to said Indenture, nor
any provision of this Bond or of said Indenture, shall affect or impair the
obligation of the Company, which is absolute, unconditional and unalterable, to
pay at the maturity herein provided the principal of and premium, if any, and
interest on this Bond as herein provided.
Said Indenture, among other things, provides that no bondholder or
bondholders may institute any suit, action or proceeding for the collection of
this Bond, or claim for interest thereon, or to enforce the lien of said
Indenture, if and to the extent that the institution or prosecution thereof or
the entry of a judgment or a decree therein would, under applicable law, result
in the surrender, impairment, waiver or loss of the lien of said Indenture upon
any property subject thereto.
To the extent permitted and as provided in said Indenture, modifications or
alterations of said Indenture, or any indenture supplemental thereto, and of the
bonds issued thereunder and of the rights and obligations of the Company and the
rights of the bearers or registered owners of the bonds and coupons, if any, may
be made with the consent of the Company and with the written approvals or
consents of the bearers or registered owners of not less than seventy-five per
centum (75%) in principal amount of the bonds outstanding, and unless all of the
bonds then outstanding under said Indenture are affected in the same manner and
to the same extent by such modification or alteration, with the written
approvals or consents of the bearers or registered owners of not less than
seventy-five per centum (75%) in principal amount of the bonds of each series
outstanding, provided, however, that no such alteration or modification shall,
without the written approval of or consent of the bearer or registered owner of
any bond affected thereby, (a) impair or affect the right of such bearer or
registered owner to receive payment of the
14
principal of and interest on such bond, on or after the respective due dates
expressed in such bond, or to institute suit for the enforcement of any such
payment on or after such respective dates, except that the holders of not less
than seventy-five per centum (75%) in principal amount of the bonds outstanding
may consent on behalf of the bearers or registered owners of all of the bonds to
the postponement of any interest payment for a period of not exceeding three (3)
years from its due date, or (b) deprive any bearer or registered owner of the
bonds of a lien on the mortgaged and pledged property, or (c) reduce the
percentage of the principal amount of the bonds upon the consent of which
modifications may be effected as aforesaid.
If any of the following events occurs under Section 601 of the Collateral
Trust Indenture, it shall be deemed to be the corresponding default under
Section 10.01 of the Indenture as set forth hereafter: (i) default in the
payment of any interest upon any Security when such interest becomes due and
payable shall be deemed to be a default, under Section 10.01(a) of the
Indenture, in the due and punctual payment of a like amount of interest on this
Bond, (ii) default in the payment of the principal of (or any premium, if any,
on) any Security at the stated maturity thereof or upon redemption thereof shall
be deemed to be a default, under Section 10.01(b) of the Indenture, in the due
and punctual payment of a like amount of principal of this Bond, (iii) default
in the deposit of any sinking fund payment, when and as due by the terms of a
Security, shall be deemed to be a default under Section 10.01(d) of the
Indenture, (iv) default in the performance, or breach, of any covenant or
warranty of the Company as described in Section 601(4) of the Collateral Trust
Indenture shall be deemed to be a default under Section 10.01(d) of the
Indenture, (v) occurrence of an event described in Section 601(5) of the
Collateral Trust Indenture shall be deemed to be a default under Section
10.01(e) of the Indenture, (vi) the occurrence of an event described in Section
601(6) of the Collateral Trust Indenture shall be deemed to be a default under
Section 10.01(f) of the Indenture and (vii) occurrence of an event of default
provided in an indenture supplemental to the Collateral Trust Indenture shall be
deemed to be a default under Section 10.01(d) of the Indenture.
In case an event of default as defined in said Indenture shall occur, the
principal of this Bond may become or be declared due and payable before maturity
in the manner and with the effect provided in said Indenture. The holders,
however, of certain specified percentages of the bonds at the time outstanding,
including in certain cases specified percentages of bonds of particular series,
may in the cases, to the extent and under the conditions provided in said
Indenture, waive defaults thereunder and the consequences of such defaults.
This Bond has been issued and delivered to, registered in the name of and
pledged with the Indenture Trustee in trust for the ratable benefit of the
Holders (as defined in the Collateral Trust Indenture) from time to time of the
Outstanding Securities and shall not be sold, assigned, pledged, mortgaged,
transferred or otherwise disposed of except as required to effect (a) an
assignment to a successor Indenture Trustee under the Collateral Trust Indenture
or (b) a surrender to the Trustee (i) to effect an exchange, in accordance with
applicable law, in connection with any Federal or State bankruptcy, insolvency,
reorganization or similar proceeding involving the Company, (ii) to effect an
exchange by the Company with the Indenture Trustee of any Mortgage Bonds (as
defined in the Collateral Trust Indenture) upon payment or
15
deemed payment or other satisfaction and discharge of a portion of any Mortgage
Bonds, (iii) to effect a surrender or an exchange of any Mortgage Bonds pursuant
to Section 406 of the Collateral Trust Indenture or (iv) to obtain the final
payment due on any Mortgage Bonds as required by the terms of the Indenture.
Any such transfer or surrender shall be made at the principal corporate trust
office in Boston, Massachusetts of the Trustee, upon surrender and cancellation
of this Bond. Following any such transfer or such surrender of this Bond in
part, and unless such transfer or surrender has been made in connection with the
satisfaction and discharge of the Collateral Trust Indenture, a new fully
registered Bond of the same series for a like principal amount, less the
principal amount of this Bond that has been paid, deemed to have been paid or
otherwise satisfied and discharged or surrendered for cancellation pursuant to
Section 406 or 503 of the Collateral Trust Indenture, will be issued to such
transferee in exchange therefor as provided in the Indenture. The Company
hereby waives any right to make a charge for such an exchange or transfer of
this Bond. The Company and the Trustees may deem and treat the Indenture
Trustee as the absolute owner hereof for the purpose of receiving payment and
for all other purposes.
The Trustees may conclusively presume that the obligation of the Company to
pay the principal of and interest on the Bond of this series as the same shall
become due and payable shall have been duly and punctually paid or deemed to
have been paid or otherwise satisfied and discharged in full unless and until it
shall have received notice in writing to the contrary from the Indenture
Trustee, specifying the amount of funds required to make such payment after
giving effect to Section 403(a) of the Collateral Trust Indenture.
This Bond shall be redeemable at the option of the Company at any time, but
only to the extent that this Bond is (i) a Designated Mortgage Bond which the
Company has incurred the obligation under the Collateral Trust Indenture to
redeem, or (ii) not a Designated Mortgage Bond, and shall not otherwise be
redeemable pursuant to the requirements of the Indenture, except as provided in
this paragraph. In case all or substantially all of the electric properties of
the Company are sold to or taken through the exercise of the right of eminent
domain or the right to purchase by any municipal or governmental body or agency,
the principal of this Bond will, upon receipt by the Company of payment or
compensation, become due and payable before maturity at the principal amount
thereof and accrued interest thereon, all as provided in said Indenture.
In the event of a redemption in accordance with the provisions of the
preceding paragraph, the Indenture Trustee shall forthwith make notation of the
principal amount of this Bond so redeemed on the Schedule of Designations and
Prepayments printed hereon, and shall promptly notify the Trustee of the amount
of such payment and that notation of such payment has been duly made.
The holder of this Bond, pursuant to the terms of Section 402 of the
Collateral Trust Indenture, hereby waives its right, pursuant to Section 4.03 of
the Indenture, to the deposit of moneys for redemption before the redemption
date.
16
The Company and the Trustee and any paying agent may deem and treat the
person in whose name this Bond shall be registered upon the Bond register for
the Bonds of the NN 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 nor any paying agent 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 so paid.
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 hereon the date to which interest has
been paid as well as the amounts of all principal prepayments hereon, 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 payment of interest and principal. By the acceptance hereof the
holder of this Bond and each transferee shall be deemed to have agreed to
indemnify and hold harmless the Company and the Trustee against all losses,
claims, damages or liability arising out of any failure on the part of the
holder or of any such transferee to comply with the requirements of the
preceding sentence.
It is part of the contract herein contained that each registered owner
hereof by the acceptance hereof waives all right of recourse to any personal
liability of any incorporator, stockholder, officer or director, past, present
or future, of the Company, as such, or of any predecessor or successor
corporation, howsoever arising, for the collection of any indebtedness
hereunder; and as a part of the consideration for the issue hereof releases from
all such liability each such incorporator, stockholder, officer or director, all
as provided in said Indenture.
Each registered owner hereof by his acceptance hereof waives any right to
exchange any unpaid portion of this Bond for another Bond under Section 4.01 of
the Indenture.
This Bond has not been registered under the Securities Act of 1933, as
amended, and may not be offered or sold in contravention of said Act.
This Bond shall not become or be valid or obligatory for any purpose until
the authentication certificate endorsed hereon shall have been signed by the
Trustee.
17
IN WITNESS WHEREOF, Sierra Pacific Power Company has caused this Bond to be
executed in its name and behalf by the manual or facsimile signature of its
Senior Vice President, Distribution Services Business Group, and its corporate
seal, or a facsimile thereof, to be affixed or printed hereon and attested by
the manual or facsimile signature of its Secretary or one of its Assistant
Secretaries.
SIERRA PACIFIC POWER COMPANY
Dated: By:
---------------------------- --------------------------------
Senior Vice President, Distribution
Services
Business Group
Attest:
---------------------------------------
Secretary
AUTHENTICATION CERTIFICATE
This Bond is the single fully-registered bond of the series designated
therein, referred to in the within-mentioned Indenture.
STATE STREET BANK AND TRUST COMPANY
Corporate Trustee
By
-------------------------------------------
Authorized Signatory
SCHEDULE OF DESIGNATIONS AND PREPAYMENTS
Total
Principal
Principal Xxxxxx
Xxxxxx Principal Currently
Designated Amount Designated
Date of as Prepaid of as
Designation Designated Amount Designated Authorized
or Mortgage Previously Mortgage Official
Prepayment Bond Designated Bonds and Title
---------- ---------- ---------- ---------- ---------
18
ARTICLE 2
PRINCIPAL AMOUNT OF BONDS PRESENTLY TO BE OUTSTANDING
Section 2.01 The total aggregate principal amount of First Mortgage Bonds
of the Company issued and outstanding and presently to be issued and outstanding
under the provisions of and secured by the Indenture will be Five Hundred
Ninety-Nine Million Six Hundred Ninety-nine Thousand One Hundred Four Dollars
and _______ cents ($599,699,104.__) namely Fifteen Million Dollars ($15,000,000)
principal amount of First Mortgage Bonds, 6 1/2% Series due 1997, now issued and
outstanding, One Million Eight Hundred Eighty Thousand Seven Hundred Forty-seven
Dollars and ______ Cents ($1,880,747.__) principal amount of First Mortgage
Bonds, 2% Series due 2011, now issued and outstanding, Three Million Four
Hundred Eight Thousand One Hundred Ten Dollars and ______ Cents ($3,408,110.__)
principal amount of First Mortgage Bonds 5% Series Y due 2024, now issued and
outstanding, One Hundred Sixty Thousand Two Hundred Forty-seven Dollars and
______ Cents ($160,247.__) principal amount of First Mortgage Bonds, 2% Series Z
due 2004, now issued and outstanding, Thirty-nine Million Five Hundred Thousand
Dollars ($39,500,000) principal amount of First Mortgage Bonds, 6.55% Series AA
due 2013, now issued and outstanding, Seventeen Million Five Hundred Thousand
Dollars ($17,500,000) principal amount of First Mortgage Bonds, 6.65% Series BB
due 2017, now issued and outstanding, One Hundred Fifteen Million Dollars
($115,000,000) principal amount of First Mortgage Bonds, 12% Series CC due 2022,
Forty-five Million Dollars ($45,000,000) principal amount of First Mortgage
Bonds, 6.30% Series DD due 2014, now issued and outstanding, Ten Million Two
Hundred Fifty Thousand Dollars ($10,250,000) principal amount of First Mortgage
Bonds, 6.30% Series EE due 2022, now issued and outstanding, One Million Dollars
($1,000,000) principal amount of First Mortgage Bonds, 6.35% Series FF due 2012,
now issued and outstanding, Twenty Million Dollars ($20,000,000) principal
amount of First Mortgage Bonds, 6.55% Series GG due 2020, now issued and
outstanding, Seventy-Five Million Dollars ($75,000,000) principal amount of
First Mortgage Bonds, 6.65% Series HH due 2017, now issued and outstanding,
Twenty-one Million Two Hundred Thousand Dollars ($21,200,000) principal amount
of First Mortgage Bonds, 6.70% Series II due 2032, now issued and outstanding,
Nine Million Eight Hundred Thousand Dollars ($9,800,000) principal amount of
First Mortgage Bonds, 5.90% Series JJ due 2023, now issued and outstanding,
Thirty Million Dollars ($30,000,000) principal amount of First Mortgage Bonds,
5.90% Series KK due 2023, now issued and outstanding, Eighty Million Dollars
($80,000,000) principal amount of First Mortgage Bonds, 10% Series LL due 2033,
now issued and outstanding, Eighty Million Dollars ($80,000,000) principal
amount of First Mortgage Bonds, 9% Series MM due 2035, now issued and
outstanding, and Thirty-Five Million Dollars ($35,000,000) principal amount of
First Mortgage Bonds, 9% Series NN due 2037, established by resolution of the
Board of Directors and to be issued upon compliance by the Company with the
provisions of Article 3 of the Original Indenture.
19
ARTICLE 3
MISCELLANEOUS
Section 3.01. This instrument is executed and shall be construed as an
indenture supplemental to the Original Indenture, as heretofore supplemented and
modified, and shall form a part thereof, and the Original Indenture as so
supplemented and modified is hereby confirmed. All terms used in this Thirty-
fifth Supplemental Indenture shall be taken to have the same meaning as in the
Original Indenture, as heretofore supplemented and modified, except in cases
where the context clearly indicates otherwise.
Section 3.02. All recitals in this Supplemental Indenture are made by the
Company only and not by the Trustees; and all of the provisions contained in the
Original Indenture, as heretofore supplemented and modified, in respect of the
rights, privileges, immunities, powers and duties of the Trustees shall be
applicable in respect hereof as fully and with like effect as if set forth
herein in full.
Section 3.03. Although this Supplemental Indenture is dated for
convenience and for the purpose of reference as of January 1, 1997, the actual
date or dates of execution by the Company and the Trustees are as indicated by
their respective acknowledgments hereto annexed.
Section 3.04. In order to facilitate the recording or filing of this
Supplemental Indenture, the same may be simultaneously executed in several
counterparts, each of which shall be deemed to be an original, and such
counterparts shall together constitute but one and the same instrument.
Section 3.05. The Company hereby acknowledges receipt from the Trustees of
a full, true and complete copy of this Supplemental Indenture.
20
IN WITNESS WHEREOF, SIERRA PACIFIC POWER COMPANY has caused this Thirty-
fifth Supplemental Indenture to be signed in its corporate name and behalf by
its Senior Vice President, Distribution Services Business Group and its
corporate seal to be hereunto affixed and attested by its Secretary; and State
Street Bank and Trust Company in token of its acceptance of the trust hereby
created has caused this Thirty-fifth Supplemental Indenture to be signed in its
corporate name and behalf, and its corporate seal to be hereunto affixed, by its
President or one of its Vice Presidents or Assistant Vice Presidents, and its
corporate seal to be attested by one of its Assistant Secretaries; and Xxxxxx X.
Xxxxxxx in token of his acceptance of the trust hereby created has hereunto set
his hand and seal, all of as of the day and year first above written.
SIERRA PACIFIC POWER COMPANY
By
-------------------------------------------
Senior Vice President, Distribution Services
Business Group
Attest:
--------------------------- (CORPORATE SEAL)
Corporate Secretary
Signed, sealed and delivered on behalf of
SIERRA PACIFIC POWER COMPANY,
in the presence of:
---------------------------
21
STATE STREET BANK AND TRUST COMPANY
By_______________________________
Assistant Vice President
Attest:
_____________________________ (CORPORATE SEAL)
Assistant Secretary
Signed, sealed and delivered on behalf of
STATE STREET BANK AND TRUST COMPANY
in the presence of:
_____________________________
___________________________________
Xxxxxx X. Xxxxxxx
Signed, sealed and delivered by
Xxxxxx X. Xxxxxxx in the presence of:
22
STATE OF NEVADA )
)
COUNTY OF WASHOE ) ss.:
On this ____ day of January, 1997, (i) personally appeared before me, a
Notary Public in and for the County of Washoe, Xxxxxxx X. Xxxxxxxx, known to me
to be the Senior Vice President, Corporate Secretary and General Counsel of
Sierra Pacific Power Company, one of the corporations that executed the
foregoing instrument, and upon oath did depose that he is the officer of said
corporation as above designated, that he is acquainted with the seal of said
corporation, and that the said seal affixed to the said instrument is the
corporate seal of said corporation; that the signatures to said instrument were
made by the officers of said corporation as indicated after said signatures, and
that the corporation executed the said instrument freely and voluntarily and for
the purposes and uses therein named; and (ii) also before me personally appeared
Xxxxx X. Xxxxxxxx and the same Xxxxxxx X. Xxxxxxxx to me personally known, who
being by me duly sworn did say that they are the Senior Vice President,
Distribution Services Business Group and the Senior Vice President, Corporate
Secretary and General Counsel, respectively, of Sierra Pacific Power Company,
and that the seal affixed to the foregoing instrument is the corporate seal of
said corporation, and acknowledged that the foregoing instrument was executed by
them on behalf of said corporation by authority of the Directors, and the said
Xxxxx X. Xxxxxxxx and Xxxxxxx X. Xxxxxxxx also acknowledged the said instrument
to be the free act and deed of said corporation.
_______________________________
, Notary Public
My commission expires:
(NOTARIAL SEAL)
23
COMMONWEALTH OF MASSACHUSETTS )
) ss.:
COUNTY OF SUFFOLK )
On this ____ day of January, 1997, (i) personally appeared before me, a
Notary Public, [Xxxxxx X. Xxxxxxx], known to me to be an Assistant Secretary of
State Street Bank and Trust Company, one of the corporations that executed the
foregoing instrument, and upon oath did depose that he is an officer of said
corporation as above designated, that he is acquainted with the seal of said
corporation, and that the said seal affixed to said instrument is the corporate
seal of said corporation; that the signatures to said instrument were made by
the officers of said corporation as indicated after said signatures, and that
the corporation executed the said instrument freely and voluntarily and for the
purposes and uses therein named; and (ii) also before me personally appeared
Xxxxx X. Xxxxxx and the same [Xxxxxx X. Xxxxxxx] to me personally known, who
being by me duly sworn did say that they are an Assistant Vice President and an
Assistant Secretary, respectively, of State Street Bank and Trust Company, and
that the seal affixed to the foregoing instrument is the corporate seal of said
Bank, and that the foregoing instrument was signed and sealed by them on behalf
of said Bank by authority of its Board of Directors, and the said Xxxxx X.
Xxxxxx and [Xxxxxx X. Xxxxxxx] acknowledged said instrument to be the free act
and deed of said Bank.
___________________________________________
, Notary Public
My commission expires
(NOTARIAL SEAL)
24
COMMONWEALTH OF MASSACHUSETTS )
) ss.:
COUNTY OF SUFFOLK )
On this ____ day of January, 1997, (i) personally appeared before me, a
Notary Public in and for the County of Suffolk, Xxxxxx X. Xxxxxxx, of 00
Xxxxxxxxx Xxxx, Xxxxxxx, Xxxxxxxxxxxxx, known to me to be the person described
in and who executed the foregoing instrument, who acknowledged to me that he
executed the same freely and voluntarily and for the uses and purposes therein
mentioned; and (ii) also before me appeared the same Xxxxxx X. Xxxxxxx, to me
personally known, who being by me duly sworn did say that the foregoing
instrument was signed by him as his free act and deed.
_____________________________________
, Notary Public
My commission expires
(NOTARIAL SEAL)
25
