exhibit4-2.htm


    EXHIBIT
4.2

     

    


      AGREEMENT OF RESIGNATION, APPOINTMENT
AND ACCEPTANCE, dated as of  November 6, 2009 by and among
NEVADA
POWER COMPANY d/b/a NV ENERGY a corporation duly organized and existing
under the laws of the state of Nevada and having its principal office at 6226
West Sahara Avenue, Las Vegas, Nevada 89146 (the “Issuer”), The Bank of New York Mellon,
("Prior Trustee") and The Bank
of New York Mellon Trust Company, N.A., (the "Successor
Trustee").

      


      RECITALS:

      


      WHEREAS, the Issuer and Prior
Trustee entered into a Trust Indenture (see Schedule A attached) by and between
the Issuer and the Prior Trustee (the "Indenture");

      


      WHEREAS, the Notes
(the”Bonds”) were originally authorized and issued under the
Indenture;

      


      WHEREAS, the Issuer desires to
appoint Successor Trustee as Trustee, Paying Agent and Registrar to succeed
Prior Trustee in such capacities under the Indenture; and 

      


      WHEREAS, Successor Trustee is
willing to accept such appointment as Successor Trustee, Paying Agent and
Registrar under the Indenture;

      


      NOW, THEREFORE, the Issuer,
Prior Trustee and Successor Trustee, for and in consideration of the premises of
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, hereby consent and agree as follows:

      


      


      ARTICLE
I

      


      THE PRIOR
TRUSTEE

      


      SECTION 1.01  Prior
Trustee hereby resigns as Trustee under the Indenture.

      


      SECTION 1.02  Prior
Trustee hereby assigns, transfers, delivers and confirms to Successor Trustee
all right, title and interest of Prior Trustee in and to the trusts of the
Trustee under the Indenture and all the rights, powers and trusts of the Trustee
under the Indenture.  Prior Trustee shall execute and deliver such
further instruments and shall do such other things as Successor Trustee may
reasonably require so as to more fully and certainly vest and confirm in
Successor Trustee all the rights, powers and trust hereby assigned, transferred,
delivered and confirmed to Successor Trustee as Trustee, Paying Agent and
Registrar.

      



      
        
           


        

        
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      ARTICLE
II

      


      THE
ISSUER

      


      SECTION 2.01  The
Issuer hereby accepts the resignation of Prior Trustee as Trustee, Paying Agent
and Registrar under the Indenture.

      


      SECTION 2.02  All
conditions relating to the appointment of The Bank of New York as Successor
Trustee, Paying Agent and Registrar under the Indenture have been met by the
Issuer, and the Issuer hereby appoints Successor Trustee as Trustee, Paying
Agent and Registrar under the Indenture with like effect as if originally named
as Trustee, Paying Agent and Registrar in the Indenture.

      


      


      ARTICLE
III

      


      THE SUCCESSOR
TRUSTEE

      


      SECTION
3.01  Successor Trustee hereby represents and warrants to Prior
Trustee and to the Issuer that Successor Trustee is not disqualified to act as
Trustee under the Indenture.

      


      SECTION
3.02  Successor Trustee hereby accepts its appointment as
Successor Trustee, Paying Agent and Registrar under the Indenture and accepts
the rights, powers, duties and obligations of Prior Trustee as Trustee, Paying
Agent and Registrar under the Indenture, upon the terms and conditions set forth
therein, with like effect as if originally named as Trustee, Paying Agent and
Registrar under the Indenture.

      


      


      ARTICLE
IV

      


      MISCELLANEOUS

      


      SECTION 4.01  This
Agreement and the resignation, appointment and acceptance effected hereby shall
be effective as of the opening of business on November 6, 2009.

      


      SECTION 4.02  This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York.

      


      SECTION 4.03  This
Agreement may be executed in any number of counterparts each of which shall be
an original, but such counterparts shall together constitute but one and the
same instrument.

      


      



      
        
           


        

        
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      IN
WITNESS WHEREOF, the parties hereto have caused this Agreement of Resignation
Appointment and Acceptance to be duly executed and acknowledged all as of the
day and year first above written.

      


      


      NV Energy, Inc.

      as Issuer

                                                                                                                     
By:
_____________________________

      Name:

      Title:

      


      


      


      


      The Bank of New York
Mellon,

      as Prior
Trustee

      


      


      By:
_____________________________

      Name: Rafael E. Miranda

      Title: Vice President

      


      


      


      


      The
Bank of New York Mellon Trust Company, N.A.

                                                                                                                      as
Successor Trustee

      


      


      By:
_____________________________

      Name: Raymond Torres

      Title: Senior Associate

      


      


      


      


      
        
           

        

        
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      SCHEDULE
A

       

      Agreement(s):
General and Refunding Mortgage Indenture Dated May 1, 2001

       

      


       

      Description:

       

      6.50%
General & Refunding Notes Ser I due 4/15/2012

      5 7/8%
General & Refunding Notes Ser L due 7/15/2015

      5.95%
General & Refunding Notes Ser M due 3/15/2016

      6.50%
General & Refunding Notes Ser O due5/15/2018

      6.65%
General & Refunding Notes Ser N due 4/1/2036

      6.75%
General & Refunding Notes Ser R due 7/1/2037

      6.50%
General & Refunding Notes Ser S due 8/1/2018

      7.375%
General & Refunding Notes Ser U due 1/15/2014

      7.125%
General & Refunding Notes Ser V due 3/15/2019

      8.25%
General & Refunding Bonds Ser A due 6/1/2011

      6.75%
General & Refunding Bonds Ser T due 1/3/2010

      General
& Refunding Mortgage Collateral Bonds Ser P due 3/1/2039

      General
& Refunding Mortgage Collateral Bonds Ser Q due 6/1/2020

      



      
        
           


        

        
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