exhibit10-3.htm

EXHIBIT 10.3


     

    SECOND AMENDMENT TO AMENDED
AND RESTATED CREDIT AGREEMENT

     

    THIS SECOND AMENDMENT (this "Agreement") is made
and entered into as of this 25th day of November, 2008, with an effective date
as set forth in Section 3 hereof, by and among SIERRA PACIFIC POWER COMPANY
(d/b/a NV Energy), a Nevada corporation (the "Borrower"), the
lenders party to the Credit Agreement referred to below (the “Lenders”) that have
executed a Lender Authorization in the form set forth as Exhibit A attached
hereto, and WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent for the
Lenders (in such capacity, the “Administrative
Agent”).

     

    Statement of
Purpose

     

    The Lenders agreed to extend certain
credit facilities to the Borrower pursuant to the Amended and Restated Credit
Agreement, dated as of November 4, 2005 (as amended, modified and supplemented
by that certain Amendment and Consent dated as of April 19, 2006, and as further
amended, restated, supplemented or otherwise modified from time to time, the
"Credit
Agreement"), by and among the Borrower, the Lenders and the
Administrative Agent.

     

    The Borrower has requested, and the
Lenders and the Administrative Agent have agreed, subject to the terms and
conditions set forth herein, to amend the Credit Agreement as specifically set
forth herein.

     

    NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:

     

    SECTION
1.    Definitions.  All
capitalized, undefined terms used in this Agreement (including, without
limitation, in the Statement of Purpose hereto) shall have the meanings assigned
thereto in the Credit Agreement.

     

    SECTION
2.    Amendments.  Subject
to and in accordance with the terms and conditions set forth herein, the
Administrative Agent and the Lenders hereby agree to amend the Credit Agreement
as follows:

     

    (a)           The
definition of "Letter
of Credit" contained in Section 1.1 of the Credit Agreement is hereby
amended and restated in its entirety as follows:

     

    ""Letter of Credit"
means (a) a standby letter of credit issued (or, pursuant to Section 4.2(d)
deemed issued) by an Issuing Bank pursuant to Section 4.2 (including any
Existing Letters of Credit) and (b) an irrevocable direct pay letter of credit
issued by an Issuing Bank pursuant to Section 4.2, which shall be on terms and
subject to conditions agreed to from time to time between the Borrower and any
Issuing Bank, in each case as any such letter of credit may be from time to time
amended, modified or extended in accordance with the terms of this Agreement and
the related Issuing Bank Agreement."

    


    (b)           Section
2.2(c) of the Credit Agreement is hereby amended by inserting the phrase "or
such other percent per annum as agreed to from time to time by the Borrower and
any Issuing Bank, but in no event exceeding .250 percent per annum" immediately
before the "." at the end of the first sentence of such Section.

    


    SECTION
3.    Effectiveness.  The amendments
set forth in Section 2 of this Agreement shall be deemed to be effective upon
receipt by the Administrative Agent of (a) counterparts of this Agreement
executed by the Borrower and the Administrative Agent and (b) Lender
Authorizations executed by the Required Lenders and each Issuing Bank pursuant
to Section 11.1 of the Credit Agreement.

     

     

    
      
        
        

      

      
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    SECTION
4.     Effect of
Agreement.  Except as expressly provided herein, the Credit
Agreement (as amended hereby) and the other Loan Documents shall remain in full
force and effect.  This Agreement shall not be deemed (a) to be a
waiver of, or consent to, or a modification or amendment of, any other term or
condition of the Credit Agreement or any other Loan Document, (b) to prejudice
any right or rights which the Administrative Agent or the Lenders may now have
or may have in the future under or in connection with the Credit Agreement or
the other Loan Documents or any of the instruments or agreements referred to
therein, as the same may be amended, restated, supplemented or modified from
time to time, or (c) to be a commitment or any other undertaking or expression
of any willingness to engage in any further discussion with the Borrower, any of
its Subsidiaries or any other Person with respect to any waiver, amendment,
modification or any other change to the Credit Agreement or the Loan Documents
or any rights or remedies arising in favor of the Lenders or the Administrative
Agent, or any of them, under or with respect to any such
documents.  References in the Credit Agreement to “this Agreement”
(and indirect references such as “hereunder”, “hereby”, “herein”, “hereof” or
other words of like import) and in any Loan Document to the “Credit Agreement”
shall be deemed to be references to the Credit Agreement as modified
hereby.

    


    SECTION
5.    Representations and
Warranties.  (a) By its execution hereof, the Borrower
certifies that (i) each of the representations and warranties set forth in the
Credit Agreement and the other Loan Documents (both before and after giving
effect to this Agreement and the transactions contemplated hereby) is true and
correct as of the date hereof as if fully set forth herein, except for any
representation and warranty made as of an earlier date, which representation and
warranty shall remain true and correct as of such earlier date; and (ii) no
Default or Event of Default has occurred and is continuing as of the date hereof
both before and after giving effect to this Agreement and the transactions
contemplated hereby.

    


    (b)           By
its execution hereof, the Borrower hereby represents and warrants that it has
the right, power and authority and has taken all necessary corporate and company
action to authorize the execution, delivery and performance of this Agreement
and each other document executed in connection herewith to which it is a party
in accordance with their respective terms.

    


    (c)           By
its execution hereof, the Borrower hereby represents and warrants that this
Agreement and each other document executed in connection herewith has been duly
executed and delivered by its duly authorized officers, and each such document
constitutes the legal, valid and binding obligation of the Borrower, enforceable
against the Borrower in accordance with its terms, except as enforceability may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar.

    


    SECTION
6.    Costs, Expenses and
Taxes.  The Borrower agrees to pay in accordance with the terms
of the Credit Agreement all reasonable costs and expenses of the Administrative
Agent in connection with the preparation, execution, delivery, administration of
this Agreement and the other instruments and documents to be delivered
hereunder, including, without limitation, the reasonable fees and out-of-pocket
expenses of counsel for the Administrative Agent with respect thereto and with
respect to advising the Administrative Agent as to its rights and
responsibilities hereunder and thereunder.

     

    SECTION 7.    Execution in
Counterparts.  This Agreement may be executed by one or more of
the parties to this Agreement on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument.  Delivery of an executed signature page of this Agreement
or Lender Authorization by facsimile transmission shall be effective as delivery
of a manually executed counterpart hereof.

     

     

    
      
        
        

      

      
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    SECTION 8.    Governing
Law.  This Agreement and the rights and obligations of the
parties under this Agreement shall be governed by, and construed and interpreted
in accordance with, the law of the State of New York.

     

    SECTION 9.    Fax
Transmission.  A facsimile, telecopy or other reproduction of
this Agreement may be executed by one or more parties hereto, and an executed
copy of this Agreement may be delivered by one or more parties hereto by
facsimile or similar instantaneous electronic transmission device pursuant to
which the signature of or on behalf of such party can be seen, and such
execution and delivery shall be considered valid, binding and effective for all
purposes.  At the request of any party hereto, all parties hereto
agree to execute an original of this Agreement as well as any facsimilie,
telecopy or other reproduction hereof.

     

    SECTION
10.    Entire
Agreement.  This Agreement is the entire agreement, and
supersedes any prior agreements and contemporaneous oral agreements, of the
parties concerning its subject matter.

     

    SECTION
11.    Successors and
Assigns.  This Agreement shall be binding on and inure to the
benefit of the parties and their heirs, beneficiaries, successors and permitted
assigns.

     

    [Signature
Pages Follow]

     

     

    
      
        
        

      

      
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    IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be executed under seal by their duly authorized
officers, all as of the day and year first written above.

    


    


                                    SIERRA PACIFIC POWER
COMPANY (d/b/a NV


                                    Energy), as
Borrower

    


    


                              
By: _________________________________________

                             Name:

                                    
Title:

    


    


    


    
      
        
        

      

      
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                                    WACHOVIA BANK,
NATIONAL ASSOCIATION,

                                                                             as Administrative
Agent, Lender and Issuing Bank

                         

    
      
      

    

    


    


                               By:  ________________________________________                                                                         

                             Name:

                                    
Title:

    


    


    


    
      
        
        

      

      
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    Exhibit
A

    


    Form of Lender
Authorization

    


     

     

    
      
        
        

      

      
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    LENDER
AUTHORIZATION

    


    Sierra
Pacific Power Company (d/b/a NV Energy)

    Amended
and Restated Credit Agreement

    


    


    December
__, 2008

    


    


    Wachovia
Bank, National Association

    1525 West
W.T. Harris Blvd.

    Charlotte,
North Carolina 28262

    Attention:  Syndication Agency Services

    
      
      

    

    


    


    
      	
               
      

            	
              Re:

            	
              Second
      Amendment to Amended and Restated Credit Agreement dated as of November 4,
      2005 (as amended, the “Credit
      Agreement”) by and among
      Sierra Pacific Power Company (d/b/a NV Energy) (the “Borrower”), the
      several banks and other financial institutions or entities from time to
      time party thereto, as lenders (the “Lenders”), and
      Wachovia Bank, National Association, as administrative agent (the “Administrative
      Agent”) (the “Second
      Amendment”)

            


    

    


    


    This
Authorization acknowledges our receipt and review of the execution copy of the
Second Amendment in the form posted on Sierra Pacific Power Company SyndTrak
Online workspace.  By executing this Authorization, we hereby approve
the Second Amendment and authorize the Administrative Agent to execute and
deliver the Second Amendment on our behalf.

    


    Each
financial institution executing this Authorization agrees or reaffirms that it
shall be a party to the Credit Agreement and the other Loan Documents (as
defined in the Credit Agreement) to which Lenders are parties and shall have the
rights and obligations of a Lender (as defined in the Credit Agreement) and, if
applicable, of an Issuing Bank (as defined in the Credit Agreement), and agrees
to be bound by the terms and provisions applicable to a “Lender”, and, if
applicable, to an "Issuing Bank" under each such agreement.  In
furtherance of the foregoing, each financial institution executing this
Authorization agrees to execute any additional documents reasonably requested by
the Administrative Agent to evidence such financial institution’s rights and
obligations under the Credit Agreement.

    


    


    


    ______________________________________________


                                    [Insert name of
applicable financial institution]

    


                                    By:                                                                

                                    Name:                      

                                    Title:                      

    


     

    
      
        
        

      

      
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