exv4wxfy



 






Exhibit 4(F)




Form of Series J Notes




     NOTE: THE HOLDER OF THIS NOTE BY ACCEPTANCE HEREOF AGREES TO RESTRICTIONS ON TRANSFER AND TO
WAIVERS OF CERTAIN RIGHTS OF EXCHANGE, AS SET FORTH BELOW. IN ADDITION, THE NOTE REPRESENTED BY
THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND SUCH NOTE MAY NOT BE
TRANSFERRED WITHOUT COMPLIANCE WITH APPLICABLE SECURITIES LAWS.



     THIS NOTE IS NOT TRANSFERABLE EXCEPT TO A SUCCESSOR TO THE SERIES 2001 BOND TRUSTEE UNDER THE
SERIES 2001 INDENTURE REFERRED TO HEREIN.



SIERRA PACIFIC POWER COMPANY

General and Refunding Mortgage Note, Series J, due 2009




	 	 	 	 	 	 	 
	Original Interest Accrual Date: May 3, 2004	 	Redeemable by Company:	 	Yes o No þ
	Stated Maturity:

	 	July 1, 2009
	 	Redemption Date:      N/A	 	 
	Interest Rate:

	 	See below
	 	Redemption Price:      N/A	 	 
	Interest Payment Dates:

	 	See below	 	 	 	 
	Regular Record Dates:

	 	N/A	 	 	 	 






This Security is not a Discount Security

within the meaning of the within-mentioned Indenture.







	 	 	 
	Principal Amount
	 	 
	$80,000,000

	 	No. J-1






     SIERRA PACIFIC 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 THE BANK OF NEW
YORK, as trustee (the “Series 2001 Bond Trustee”) under the Indenture of Trust dated as of March 1,
2001 (the “Series 2001 Indenture”) between the Series 2001 Bond Trustee and Washoe County, Nevada
(the “Issuer”), the principal sum of EIGHTY MILLION DOLLARS, or such lesser amount as set forth
herein.



     Capitalized terms used herein and not defined herein shall have the meanings specified in the
Indenture (as defined below), unless otherwise noted. Section headings in this Note are for
convenience only and shall not affect the construction hereof.



     1. Principal. The principal of this Note shall be payable by the Company in whole or in
installments on such date or dates as the Company has any principal repayment or purchase price
obligations under Sections 4.2(a) or (b) of the Financing Agreement dated as of March 1, 2001 (the
“Financing Agreement”) between the Company and the Issuer in respect of the Issuer’s Water
Facilities Refunding Revenue Bonds (Sierra Pacific Power Company Project), Series 2001 (the “Series
2001 Bonds”), or in whole on the Stated Maturity specified above (if not previously paid or deemed
paid).



 









 





     The obligation of the Company to make any payment of principal on this Note shall be fully or
partially, as the case may be, deemed to have been paid or otherwise satisfied or discharged to the
extent that the Company has made a payment under Section 4.2(a) of the Financing Agreement in
respect of the principal of the Series 2001 Bonds or has made a payment or is deemed to have made a
payment under Section 4.2(b) of the Financing Agreement in respect of the purchase price of Series
2001 Bonds tendered for purchase on July 1, 2009. If the Company shall fail to make any payment in
respect of principal or purchase price of the Series 2001 Bonds as required under Sections 4.2(a)
or (b) of the Financing Agreement, it shall be deemed to be a default, for purposes of Section
10.01(b) of the Indenture, in the payment of an amount of principal of this Note equal to the
amount of such unpaid principal or purchase price in respect of the Series 2001 Bonds (but, in no
event, shall such principal amount payable exceed the aggregate principal amount of this Note).



     2. Interest. This Note shall bear interest at such rate per annum as shall cause the amount
of interest on this Note to be equal to the amount in respect of interest and premium, if any,
payable by the Company pursuant to the Financing Agreement in respect of the Term Rate Period (as
defined in the Series 2001 Indenture) effective on May 3, 2004 and ending on and including June 30,
2009 (the “Current Term Rate Period”). The interest on this Note shall be payable on the same date
or dates as payment in respect of such interest and premium, if any, are payable by the Company
from time to time under the Financing Agreement, until the maturity of this Note (whether at the
Stated Maturity as specified above or upon redemption or acceleration).



     The amounts payable by the Company from time to time under the Financing Agreement in respect
of interest and premium, if any, on the Series 2001 Bonds, the basis on which such amounts are
computed and the dates on which such amounts are payable are set forth in the Financing Agreement
and the Series 2001 Indenture. The obligation of the Company to make any payment of interest on
this Note shall be fully or partially, as the case may be, deemed to have been paid or otherwise
satisfied and discharged to the extent that the Company has made the payments in respect of
interest and premium, if any, on the Series 2001 Bonds required under Section 4.2(a) of the
Financing Agreement. If the Company shall fail to make any payment in respect of interest or
premium, if any, on the Series 2001 Bonds as required under Section 4.2(a) of the Financing
Agreement, it shall be deemed to be a default, for purposes of Section 10.01(a) of the Indenture,
in the payment of an amount of interest on this Note equal to the amount of such unpaid amounts in
respect of the Series 2001 Bonds.



     The amount of interest that shall be payable upon a declaration of acceleration of the
maturity of this Note pursuant to Section 10.02 of the Indenture shall be the amount of accrued and
unpaid interest and premium, if any, on the Series 2001 Bonds to the date of such declaration.



     3. Terms of Issuance. This Note is issued to the Series 2001 Bond Trustee by the Company to
secure the Company’s payment obligations pursuant to Sections 4.2(a) and (b) of the Financing
Agreement in respect of the Current Term Rate Period, in connection with the remarketing of the
Series 2001 Bonds on May 3, 2004 and the purchase and reoffering thereof by Lehman Brothers, Inc.
(“Lehman”) pursuant to the Bond Purchase Agreement, dated as of April 20, 2004 (the “Bond Purchase
Agreement”) among the Company and Lehman, as remarketing agent and as underwriter. This Note shall
be held by the Series 2001 Bond Trustee subject to the terms of the Delivery Agreement dated as of
May 3, 2004 between the Company and the Series 2001 Bond Trustee.



     4. Paying Agent and Security Registrar. The Corporate Trust Office of The Bank of New York
in New York, New York shall be the place at which, with respect to this Note and the Indenture, as
applicable, (i) the principal of and interest shall be payable, (ii) registration of transfer may
be effected,



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(iii) exchanges may be effected and (iv) notices and demands to or upon the Company may be
served; and The Bank of New York shall be the Security Registrar for this Note; provided,
however, that the Company reserves the right to change, by one or more Officer’s
Certificates, with the consent of the Series 2001 Bond Trustee, any such place or the Security
Registrar; and provided, further, that the Company reserves the right to designate, by one or more
Officer’s Certificates, its principal office in Reno, Nevada as any such place or itself as the
Security Registrar; provided, however, that there shall be only a single Security
Registrar for this Note. The principal of this Note shall be payable without the presentment or
surrender thereof.




     5. Indenture; Security. This Note 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, as
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
Note shall be deemed to constitute the consent and agreement by the Holder hereof to all of the
terms and provisions of the Indenture. This Note is one of the series designated above.



     6. Sinking Fund; Optional Redemption. The Notes of this series will not be entitled to the
benefit of any sinking fund or optional redemption provisions.



     7. Event of Default. If an Event of Default, as defined in the Indenture, shall occur and be
continuing, the principal of this Note may be declared due and payable in the manner and with the
effect provided in the Indenture and herein.



     8. Supplemental Indentures. 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.



     9. Consents and Waivers. 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 Note shall



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be conclusive and binding upon such Holder and upon all future Holders of this Note 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 Note.




     10. Person Deemed Owners. The Company, the Trustee and any agent of the Company or the
Trustee may deem and treat the person in whose name this Note shall be registered upon the Security
Register for the Notes of this series as the absolute owner of such Note for the purpose of
receiving payment of or on account of the principal of and interest on this Note and for all other
purposes, whether or not this Note be overdue, and neither the Company nor the Trustee 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 Note
to the extent of the sum or sums paid.



     11. Satisfaction and Discharge. The Trustee may conclusively presume that the obligation of
the Company to pay the principal of and interest on this Note, when such payment is required to be
made as provided herein, shall have been fully satisfied and discharged unless and until it shall
have received a written notice from the Series 2001 Bond Trustee, signed by an authorized officer
of the Series 2001 Bond Trustee, stating that the payment in respect of principal or purchase price
of or interest or premium, if any, on the Series 2001 Bonds has not been fully paid or provided for
when due under the terms of the Financing Agreement and specifying the amount of funds required to
make such payment.



     12. Transfer. This Note is not transferable except to a successor to the Series 2001 Bond
Trustee under the Series 2001 Indenture. Before any transfer of this Note 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 the amounts of reductions, if any, in the aggregate
outstanding principal amount of the Series 2001 Bonds, 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 such reductions.



     13. No Recourse. No recourse under or upon any obligation, covenant or agreement contained
in the Indenture or in any indenture supplemental thereto, or in any Note or coupon thereby
secured, or because of any indebtedness thereby secured, shall be had against any incorporator, or
against any past, present or future stockholder, officer or director, as such, of the Company or
any successor corporation, either directly or through the Company or of any successor corporation
under any rule of law, statute or constitutional provision or by the enforcement of any assessment
or by any legal or equitable proceeding or otherwise; it being expressly agreed and understood that
the Indenture, any indenture supplemental thereto and the obligations thereby secured, are solely
corporate obligations, and that no personal liability whatsoever shall attach to, or be incurred
by, such incorporators, stockholders, officers or directors, as such, of the Company or of any
successor corporation, or any of them, because of the incurring of the indebtedness thereby
authorized, or under or by reason of any of the obligations, covenants or agreements contained in
the Indenture or in any indenture supplemental thereto or in any of the Notes or coupons thereby
secured, or implied therefrom.



     14. Business Day. For the purposes of this Note, “Business Day” shall mean any day that is
not a Saturday, Sunday or other day on which commercial banks and foreign exchange markets are open
for business, including dealings in deposits in U.S. dollars, in New York.



     15. Governing Law. This Note shall be governed by and construed in accordance with the laws
of the State of New York.



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     16. Certificate of Authentication. Unless the certificate of authentication hereon has been
executed by the Trustee or an Authenticating Agent by manual signature, this Note shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any purpose.



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     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.



	 	 	 
	

	 	SIERRA PACIFIC POWER COMPANY
	 
	 	 
	

	 	By:                                                            
	

	 	      Name:

      Title:






CERTIFICATE OF AUTHENTICATION




     This is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.



Dated: May 3, 2004




	 	 	 
	

	 	THE BANK OF NEW YORK, as Trustee
	 
	 	 
	

	 	By:                                                             
	

	 	      Authorized Signatory