AGREEMENT AS TO EXPENSES AND LIABILITIES
AGREEMENT dated as of March 1, 1997, between Nevada Power Company, a
Nevada corporation ("Nevada Power"), and NVP Capital I, a Delaware business
trust (the "Trust").
WHEREAS, the Trust intends to issue and sell its preferred securities:
NOW, THEREFORE, in consideration of the acceptance of the Preferred
Securities by each holder thereof, which acceptance Nevada Power acknowledges
shall benefit Nevada Power and which acceptance Nevada Power acknowledges will
be made in reliance upon the execution and delivery of this Agreement, Nevada
Power and the Trust hereby agree as follows:
ARTICLE I
Section 1.1 ASSUMPTION BY NEVADA POWER.
Subject to the terms and conditions hereof, Nevada Power hereby
irrevocably and unconditionally assumes the full payment, when and as due, of
any and all Obligations (as hereinafter defined) to each person or entity to
whom the Trust is now or hereafter becomes indebted or liable (the
"Beneficiaries"). As used herein, "Obligations" means any indebtedness, costs,
expenses or liabilities of the Trust, other than obligations of the Trust to pay
to holders of any Preferred Securities or other similar interests in the Trust
the amounts due such holders pursuant to the terms of the Preferred Securities
or such other similar interests, as the case may be. This Agreement is intended
to be for the benefit of, and to be enforceable by, all such Beneficiaries,
whether or not such Beneficiaries have received notice hereof.
Section 1.2 TERM OF AGREEMENT.
This Agreement shall terminate and be of no further force and effect
upon the date on which there are no Beneficiaries remaining; PROVIDED, HOWEVER,
that this Agreement shall continue to be effective or shall be reinstated, as
the case may be, if at any time any Beneficiary must restore payment of any sums
paid on account of any Obligation under this Agreement for any reason
whatsoever. This Agreement is continuing, irrevocable, unconditional and
absolute.
Section 1.3 WAIVER OF NOTICE.
Nevada Power hereby waives (i) notice of acceptance of this Agreement
and of any Obligation to which it applies or may apply, and (ii) presentment,
demand for payment, protest, notice of nonpayment, notice of dishonor, notice of
redemption and all other notices and demands.
Section 1.4 NO IMPAIRMENT.
The obligations, covenants, agreements and duties of Nevada Power
under this Agreement shall in no way be affected or impaired by reason of the
happening from time to time of any of the following:
(a) the extension of time for the payment by the Trust of all or any
portion of the Obligations or for the performance of any other obligation under,
arising out of, or in connection with the Obligations;
(b) any failure, omission, delay or lack of diligence on the part of
the Beneficiaries to enforce, assert or exercise any right, privilege, power or
remedy conferred on the Beneficiaries with respect to the Obligations or any
action on the part of the Trust granting indulgence or extension of any kind; or
(c) the voluntary or involuntary liquidation, dissolution, sale of
any collateral, receivership, insolvency, bankruptcy, assignment for the benefit
of creditors, reorganization, arrangement, composition or readjustment of debt
of, or other similar proceedings affecting, the Trust or any of the assets of
the Trust.
Neither the Trust nor any Beneficiary shall have any obligation to
give notice to, or obtain the consent of, Nevada Power with respect to the
happening of any of the foregoing.
Section 1.5 ENFORCEMENT.
A Beneficiary may enforce this Agreement directly against Nevada Power
and Nevada Power waives any right or remedy to require that any action be
brought against the Trust or any other person or entity before proceeding
against Nevada Power.
-2-
ARTICLE II
Section 2.1 BINDING EFFECT.
All of the obligations, covenants, duties and agreements contained in
this Agreement shall bind the successors, assigns, receivers, trustees and
representatives of Nevada Power.
Section 2.2 AMENDMENT.
So long as there shall remain any Beneficiary or any Preferred
Securities of any series are outstanding, this Agreement shall not be
modified or amended in any manner adverse to such Beneficiary or to the
holders of the Preferred Securities.
Section 2.3 NOTICES.
Any notice, request or other communication required or permitted to be
given hereunder shall be given in writing by delivering the same against receipt
therefor by facsimile transmission (confirmed by mail), telex or by registered
or certified mail, addressed as follows (and if so given, shall be deemed given
when mailed or upon receipt of an answer-back, if sent by telex):
NVP Capital I
c/o Nevada Power Company
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: Administrative Trustee
Nevada Power Company
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attn: Treasurer
Section 2.4 This agreement shall be governed by and construed
and interpreted in accordance with the laws of the State of New York (without
regard to conflict of laws principles).
-3-
THIS AGREEMENT is executed as of the day and year first above written.
NEVADA POWER COMPANY
By:
-------------------------------------
Name:
Title:
NVP CAPITAL I
By:
-------------------------------------
Name: ,not in
his individual capacity, but solely
as Administrative Trustee
-4-
