exv4w1






Exhibit 4.1




NEVADA POWER COMPANY




OFFICER’S CERTIFICATE




July 30, 2008




     I, the undersigned officer of Nevada Power Company (the “Company”), do hereby certify that I
am an Authorized Officer of the Company as such term is defined in the Indenture (as defined
herein). I am delivering this certificate pursuant to the authority granted in the Board
Resolutions of the Company dated April 29, 2008, and Sections 1.04, 2.01, 3.01, 4.01(a),
4.02(b)(i), and 4.03(b)(i) of the General and Refunding Mortgage Indenture dated as of May 1, 2001, as heretofore
amended and supplemented to the date hereof (as heretofore amended and supplemented, the
“Indenture”), between the Company and The Bank of New York Mellon (formerly The Bank of New York),
as Trustee (the “Trustee”). Section 1(u)(iii) of this Officer’s Certificate sets forth definitions
of capitalized terms used herein. Terms used herein and not otherwise defined herein shall have
the meanings assigned to them in the Indenture. Based upon the foregoing, I hereby certify on
behalf of the Company as follows:



     1. The terms and conditions of the Securities described in this Officer’s Certificate are as
follows (the lettered subdivisions set forth in this Section 1 corresponding to the lettered
subdivisions of Section 3.01 of the Indenture):




(a) The Securities of the nineteenth series to be issued under the Indenture shall be
designated “6.50% General and Refunding Mortgage Notes, Series S, due 2018 (the “Series S
Notes”).




(b) There shall be no limit upon the aggregate principal amount of the Series S Notes that
may be authenticated and delivered under the Indenture. The Series S Notes shall be
initially authenticated and delivered in the aggregate principal amount of $500,000,000.




(c) Interest on the Series S Notes shall be payable to the Persons in whose names such
Securities are registered at the close of business on the Regular Record Date for such
interest, except as otherwise expressly provided in the form of such Securities attached
hereto as Exhibit A.




(d) The Series S Notes shall mature and the principal thereof shall be due and payable
together with all accrued and unpaid interest thereon on August 1, 2018.




(e) The Series S Notes shall bear interest and such interest shall be payable at the times
provided in the form of such Securities attached hereto as Exhibit A.




(f) The Corporate Trust Office of The Bank of New York Mellon in New York, New York shall be
the place at which (i) the principal, interest and premium on the Series S Notes shall be
payable, (ii) registration of transfer of the Series S Notes may be effected, (iii)
exchanges of the Series S Notes may be effected and (iv) notices and demands to or upon the
Company in respect of the Series S Notes and the Indenture may be served; and



 









 







The Bank of New York Mellon shall be the Security Registrar for the Series S Notes;
provided, however, that the Company reserves the right to change, by one or
more Officer’s Certificates, 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 Las Vegas, Nevada as any such place or itself or any
of its Subsidiaries as the Security Registrar; provided, however, that there
shall be only a single Security Registrar for the Series S Notes.




(g)     Optional Redemption.




          (i) Optional Redemption. The Company may redeem the Series S Notes at any
time, either in whole or in part at a redemption price equal to the greater of (1) 100% of
the principal amount of the Series S Notes being redeemed and (2) the sum of the present
values of the remaining scheduled payments of principal and interest on the Series S Notes
being redeemed (excluding the portion of any such interest accrued to the date of
redemption) discounted (for purposes of determining present value) to the redemption date on
a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Rate (as defined below) plus 40 basis points, plus, in each case, accrued interest
thereon to the date of redemption.




     “Comparable Treasury Issue” means the United States Treasury security selected by
an Independent Investment Banker as having a maturity comparable to the remaining term
of the Series S Notes that would be utilized, at the time of selection and in accordance
with customary financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of the Series S Notes.




     “Comparable Treasury Price” means, with respect to any redemption date, (1) the
average of the bid and asked prices for the Comparable Treasury Issue (expressed in each
case as a percentage of its principal amount) on the third business day preceding such
redemption date, as set forth in the daily statistical release (or any successor
release) published by the Federal Reserve Bank of New York and designated “Composite
3:30 p.m. Quotations for U.S. Government Securities” or (2) if such release (or any
successor release) is not published or does not contain such prices on such third
business day, the Reference Treasury Dealer Quotation for such redemption date.




     “Independent Investment Banker” means one of the Reference Treasury Dealers
appointed by the Company.




     “Reference Treasury Dealer” means a primary U.S. Government Securities Dealer
selected by the Company.




     “Reference Treasury Dealer Quotation” means, with respect to the Reference Treasury
Dealer and any redemption date, the average, as determined by the Independent Investment
Banker, of the bid and asked prices for the Comparable



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Treasury Issue (expressed in each case as a percentage of its principal amount) quoted
in writing to the Independent Investment Banker by such Reference Treasury Dealer at or
before 5:00 p.m., New York City time, on the third business day preceding such
redemption date.




     “Treasury Rate” means, with respect to any redemption date, the rate per year equal
to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue,
assuming a price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such redemption date.




          (ii) Notice of Redemption. Notices of redemption shall be mailed by first
class mail at least 30 but not more than 60 days before the Redemption Date to each Holder
of Series S Notes to be redeemed at its registered address, except that redemption notices
may be mailed more than 60 days prior to a Redemption Date if the notice is issued in
connection with a defeasance of the Series S Notes or a satisfaction and discharge of the
Series S Notes under the Indenture. Notices of redemption may not be conditional. In lieu
of the Redemption Price, any Notice of Redemption of the Series S Notes shall state the
manner of calculating the Redemption Price.




          (iii) Selection of Series S Notes to be Redeemed. In accordance with Section
5.03 of the Indenture, the following method is provided for the selection of Series S Notes
to be redeemed and these procedures shall be followed by the Security Registrar in the event
of a redemption of the Series S Notes pursuant to the provisions of this Officer’s
Certificate. If less than all of the Series S Notes are to be redeemed at any time, the
Security Registrar shall select Series S Notes for redemption as follows:




	 	(A)	 	if the Series S Notes are listed on any national securities
exchange, in compliance with the requirements of the principal national
securities exchange on which the Series S Notes are listed; or
	 
	 	(B)	 	if the Series S Notes are not listed on any national securities
exchange, on a pro rata basis, by lot or by such method as the Trustee deems
fair and appropriate.






	 	 	 	No Series S Notes of $2,000 principal amount or less can be redeemed in part.






	 	(h)	 	Mandatory Redemption/Offers to Purchase.






          (i) Mandatory Redemption. The Company is not required to make mandatory
redemption or sinking fund payments with respect to the Series S Notes.




          (ii) Offer to Purchase Upon Change of Control.




          (A) Upon the occurrence of a Change of Control, each Holder of Series S Notes shall
have the right to require the Company to repurchase all or any part (equal to



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$2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Series S
Notes pursuant to the offer described below (the “Change of Control Offer”) on the terms set
forth in this Officer’s Certificate. In the Change of Control Offer, the Company shall offer
an amount in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal
amount of Series S Notes repurchased plus accrued and unpaid interest on the Series S Notes
repurchased to the Change of Control Payment Date (as defined below).




         (B) Within ten days following any Change of Control, the Company shall mail a notice to
each Holder of Series S Notes stating:




	 	(1)	 	the description of the transaction or transactions that
constitute the Change of Control, that the Change of Control Offer is being
made pursuant to this Section 1(h)(ii), and that all Series S Notes validly
tendered and not withdrawn shall be accepted for payment;
	 
	 	(2)	 	the purchase price and the purchase date, which shall be no
earlier than 30 days and no later than 60 days from the date such notice is
mailed (the “Change of Control Payment Date”);
	 
	 	(3)	 	that any Series S Note not tendered or accepted for payment
shall continue to accrue interest;
	 
	 	(4)	 	that, unless the Company defaults in the payment of the Change
of Control Payment, all Series S Notes accepted for payment pursuant to the
Change of Control Offer shall cease to accrue interest after the Change of
Control Payment Date;
	 
	 	(5)	 	that Holders of Series S Notes electing to have any Series S
Notes purchased pursuant to a Change of Control Offer shall be required to
surrender the Series S Notes properly endorsed, with the form entitled “Option
of Holder to Elect Purchase” on the reverse of the Series S Notes properly
completed, together with other customary documents as the Company may
reasonably request, to the Paying Agent at the address specified in the notice
prior to the close of business on the third Business Day preceding the Change
of Control Payment Date;
	 
	 	(6)	 	that Holders of Series S Notes shall be entitled to withdraw
their election if the Paying Agent receives, not later than the close of
business on the second Business Day preceding the Change of Control Payment
Date, a telegram, facsimile transmission or letter setting forth the name of
the Holder, the principal amount of Series S Notes delivered for purchase, and
a statement that such Holder of Series S Notes is withdrawing its election to
have the Series S Notes purchased; and




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	 	(7)	 	that Holders of Series S Notes whose Series S Notes are being
purchased only in part shall be issued new Series S Notes equal in principal
amount to the unpurchased portion of the Series S Notes surrendered, which
unpurchased portion must be equal to $2,000 in principal amount or an integral
multiple of $1,000 in excess thereof.






          (C) If any of the Series S Notes subject to a Change of Control Offer are in the form
of a Global Note, then the Company shall modify such notice to the extent necessary to
accord with the Applicable Procedures of the Depositary applicable to offers to purchase.




          (D) On the Change of Control Payment Date, the Company shall, to the extent lawful, (1)
accept for payment all Series S Notes or portions thereof properly tendered pursuant to the
Change of Control Offer, (2) deposit with the Paying Agent in immediately available funds an
amount equal to the Change of Control Payment in respect of all Series S Notes or portions
thereof so tendered and (3) deliver or cause to be delivered to the Trustee the Series S
Notes so accepted together with an Officer’s Certificate stating the aggregate principal
amount of Series S Notes or portions thereof being purchased by the Company. The Paying
Agent shall promptly mail to each Holder of Series S Notes so tendered the Change of Control
Payment for such Series S Notes, and the Trustee shall promptly authenticate and make
available for delivery to each Holder of Series S Notes a new Series S Note equal in
principal amount to any unpurchased portion of the Series S Notes surrendered, if any;
provided that each such new Series S Note shall be in a principal amount of $2,000
or an integral multiple of $1,000 in excess thereof. Any Series S Note not so accepted
shall be promptly mailed or delivered by the Company to the Holder thereof. The Company
shall publicly announce the results of the Change of Control Offer on or as soon as
practicable after the Change of Control Payment Date.




          (E) The Change of Control provisions described above that require the Company to make a
Change of Control Offer following a Change of Control shall be applicable whether or not any
other provisions of this Officer’s Certificate are applicable.




          (F) The Company shall not be required to make a Change of Control Offer upon a Change
of Control if a third party makes the Change of Control Offer in the manner, at the times
and otherwise in compliance with the requirements set forth herein applicable to a Change of
Control Offer made by the Company and purchases all Series S Notes validly tendered and not
withdrawn under such Change of Control Offer.




          (iii) Offers to Purchase — General.




          (A) If the Change of Control Payment Date is on or after a Regular Record Date and on
or before the related Interest Payment Date, any accrued and unpaid interest shall be paid
to the Person in whose name a Series S Note is registered at the close of business on such
Regular Record Date, and no additional interest shall be payable to



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Holders of Series S Notes who tender Series S Notes pursuant to the Change of Control
Offer.




          (B) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act
and any other securities laws and regulations thereunder to the extent those laws and
regulations are applicable in connection with a Change of Control Offer. To the extent that
the provisions of any securities laws or regulations conflict with the Change of Control
Offer provisions of this Officer’s Certificate, the Company shall comply with the applicable
securities laws and regulations and shall not be deemed to have breached its obligations
under the Change of Control Offer provisions of this Officer’s Certificate by virtue of such
conflict.




	 	(i)	 	The Series S Notes are issuable only in denominations of $2,000 and integral multiples
of $1,000 in excess thereof.
	 
	 	(j)	 	Not applicable.
	 
	 	(k)	 	Not applicable.
	 
	 	(l)	 	Not applicable.
	 
	 	(m)	 	See subsection (e) above.
	 
	 	(n)	 	Not applicable.
	 
	 	(o)	 	Not applicable.
	 
	 	(p)	 	Not applicable.
	 
	 	(q)	 	Book-entry; Delivery and Form.






          (i) Form and Dating.




          The Series S Notes and the Trustee’s certificate of authentication shall be
substantially in the form of Exhibit A hereto. The Series S Notes may have
notations, legends or endorsements required by law, stock exchange rule or usage. Each
Series S Note shall be dated the date of its authentication. The Series S Notes shall be in
denominations of $2,000 and integral multiples of $1,000 in excess thereof.




          The terms and provisions contained in the Series S Notes shall constitute, and are
hereby expressly made, a part of this Officer’s Certificate, and the Company, by its
execution and delivery of this Officer’s Certificate, expressly agrees to such terms and
provisions and to be bound thereby. However, to the extent any provision of any Series S
Note conflicts with the express provisions of this Officer’s Certificate or the Indenture,
the provisions of this Officer’s Certificate or the Indenture, as applicable, shall govern
and be controlling.



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          Series S Notes issued in global form shall be substantially in the form of
Exhibit A attached hereto. Series S Notes issued in definitive form shall be
substantially in the form of Exhibit A attached hereto. Each Global Note shall
represent such aggregate principal amount of the outstanding Series S Notes as shall be
specified therein and each shall provide that it shall represent the aggregate principal
amount of outstanding Series S Notes from time to time endorsed thereon and that the
aggregate principal amount of outstanding Series S Notes represented thereby may from time
to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any
endorsement of a Global Note to reflect the amount of any increase or decrease in the
aggregate principal amount of outstanding Series S Notes represented thereby shall be made
by the Trustee, the Depositary or the Note Custodian, at the direction of the Trustee, in
accordance with instructions given by the Holder thereof as required by Section 1(q)(iv) of
this Officer’s Certificate.




          The provisions of the “Operating Procedures of the Euroclear System” and “Terms and
Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream
Bank” and “Customer Handbook” of Clearstream shall be applicable to transfers of beneficial
interests in the Global Notes that are held by members of, or Participants, in DTC through
Euroclear or Clearstream.




          (ii) Authentication.




          The Trustee or an Authenticating Agent shall authenticate by delivery and execution of
a Trustee’s Certificate of Authentication in the form set forth in Section 2.02 of the
Indenture (A) the Series S Notes for original issue on the Issue Date in the aggregate
principal amount of $500,000,000 (the “Original Notes”) and (B) additional Series S Notes
for original issue from time to time after the Issue Date in such principal amounts as may
be set forth in a Company Order (such additional Series S Notes, together with the Original
Notes, the “Initial Notes”) in each case, upon a Company Order, which Company Order shall
specify (x) the amount of Series S Notes to be authenticated and the date of original issue
thereof and (y) the amount of Series S Notes to be issued in global form or definitive form.
The aggregate principal amount of Series S Notes outstanding at any time may not exceed
$500,000,000 plus such additional principal amounts as may be issued and authenticated
pursuant to clause (B) of this paragraph.




          (iii) Security Registrar, Paying Agent and Depositary.




          The Company initially appoints the Trustee to act as the Security Registrar and Paying
Agent for the Series S Notes. Upon the occurrence of an Event of Default set forth in
Sections 10.01(d) or 10.01(e) of the Indenture, the Trustee shall serve as Paying Agent for
the Series S Notes. Pursuant to Section 6.02 of the Indenture, the Company hereby
designates the Corporate Trust Office of the Trustee as its office or agency in the City and
State of New York where payment of the Series S Notes shall be made, where the registration
of transfer or exchange of the Series S Notes may be effected and where notices and demands
to or upon the Company in respect of the Series S Notes and the



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Indenture may be served. The Company may also from time to time designate one or more
other offices or agencies with respect to the Series S Notes and may from time to time
rescind any of these designations in accordance with the terms provided in Section 6.02 of
the Indenture.




          The Company initially appoints The Depository Trust Company (“DTC”) to act as
Depositary with respect to the Global Notes. The Trustee has been appointed by DTC to act
as Note Custodian with respect to the Global Notes.




          (iv) Transfer and Exchange.




          (A) Transfer and Exchange of Global Notes. A Global Note may not be
transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee
of the Depositary to the Depositary or to another nominee of the Depositary, or by the
Depositary or any such nominee to a successor Depositary or a nominee of such successor
Depositary. All Global Notes shall be exchanged by the Company for Definitive Notes if:




	 	(1)	 	the Company delivers to the Trustee notice from the Depositary
that it is unwilling or unable to continue to act as Depositary for the Global
Notes or that it is no longer a clearing agency registered under the Exchange
Act and, in either case, a successor Depositary is not appointed by the Company
within 90 days after the date of such notice from the Depositary; or
	 
	 	(2)	 	the Company in its sole discretion notifies the Trustee in
writing that it elects to cause issuance of the Series S Notes in certificated
form.






Upon the occurrence of either of the preceding events in (1) or (2) above, Definitive Notes
shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes
also may be exchanged or replaced, in whole or in part, as provided in Sections 3.06 and
3.09 of the Indenture. Every Series S Note authenticated and delivered in exchange for, or
in lieu of, a Global Note or any portion thereof, pursuant to Sections 3.06 and 3.09 of the
Indenture, shall be authenticated and delivered in the form of, and shall be, a Global Note.
A Global Note may not be exchanged for another Series S Note other than as provided in this
Section 1(q)(iv)(A), however, beneficial interests in a Global Note may be transferred and
exchanged as provided in Section 1(q)(iv)(B) of this Officer’s Certificate.




          (B) Transfer and Exchange of Beneficial Interests in the Global Notes. The
transfer and exchange of beneficial interests in the Global Notes shall be effected through
the Depositary, in accordance the Applicable Procedures.




          (C) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon
request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of
this Section 1(q)(iv)(C), the Security Registrar shall register the transfer or



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exchange of Definitive Notes. Prior to such registration of transfer or exchange, the
requesting Holder shall present or surrender to the Security Registrar the Definitive Notes
duly endorsed or accompanied by a written instruction of transfer in form satisfactory to
the Security Registrar duly executed by such Holder or by his attorney, duly authorized in
writing. In addition, the requesting Holder shall provide any additional certifications,
documents and information, as applicable, pursuant to the provisions of this Section
1(q)(iv)(C).




          (1) Definitive Notes to Definitive Notes. A Holder of Definitive Notes
may transfer such Series S Notes to a Person who takes delivery thereof in the form
of a Definitive Note. Upon receipt of a request for such a transfer, the Security
Registrar shall register the Definitive Notes pursuant to the instructions from the
Holder thereof.




          (D) Legends. The following legends shall appear on the face of all Global
Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise
in the applicable provisions of this Officer’s Certificate.




          (1) Global Note Legend. Each Global Note shall bear a legend in
substantially the following form:




“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE OFFICER’S CERTIFICATE UNDER
THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE
BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO
ARTICLE III OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN
PART PURSUANT TO SECTION 1(q)(iv)(A) OF THE OFFICER’S CERTIFICATE UNDER THE INDENTURE, (III)
THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 3.09
OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH
THE PRIOR WRITTEN CONSENT OF THE COMPANY OR ANY SUCCESSOR THERETO.”




          Additionally, for so long as DTC is the Depositary with respect to any Global Note,
each such Global Note shall also bear a legend in substantially the following form:




“UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY, TO THE
COMPANY OR ANY SUCCESSOR THERETO OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITARY), ANY TRANSFER,



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PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”




          (E) Cancellation and/or Adjustment of Global Notes. At such time as all
beneficial interests in a particular Global Note have been exchanged for Definitive Notes or
a particular Global Note has been redeemed, repurchased or canceled in whole and not in
part, each such Global Note shall be returned to or retained and canceled by the Trustee in
accordance with Section 3.09 of the Indenture. At any time prior to such cancellation, if
any beneficial interest in a Global Note is exchanged for or transferred to a Person who
shall take delivery thereof in the form of a beneficial interest in another Global Note or
for Definitive Notes, the principal amount of Series S Notes represented by such Global Note
shall be reduced accordingly and an endorsement shall be made on such Global Note, by the
Trustee, the Note Custodian or the Depositary at the direction of the Trustee, to reflect
such reduction; and if the beneficial interest is being exchanged for or transferred to a
Person who shall take delivery thereof in the form of a beneficial interest in another
Global Note, such other Global Note shall be increased accordingly and an endorsement shall
be made on such Global Note, by the Trustee, the Note Custodian or by the Depositary at the
direction of the Trustee, to reflect such increase.




          (F) General Provisions Relating to Transfers and Exchanges.




          (1) To permit registrations of transfers and exchanges, subject to Section 1(q)(iv) of
this Officer’s Certificate, the Company shall execute and, upon the Company’s order, the
Trustee or an Authenticating Agent shall authenticate Global Notes and Definitive Notes at
the Security Registrar’s request.




          (2) All certifications, certificates and Opinions of Counsel required to be submitted
to the Security Registrar pursuant to this Section 1(q)(iv) to effect a transfer or exchange
may be submitted by facsimile.




          (v) Outstanding Series S Notes.




          Notwithstanding the definition of “Outstanding” in Section 1.01 of the Indenture,
Series S Notes that the Company, a Subsidiary of the Company or an Affiliate of the Company
offers to purchase or acquires pursuant to an offer, exchange offer, tender offer or
otherwise shall not be deemed to be owned by the Company, such Subsidiary or such Affiliate
until legal title to such Series S Notes passes to the Company, such Subsidiary or such
Affiliate, as the case may be.




(r) Not applicable.




(s) Not applicable.




(t) For purposes of the Series S Notes, “Business Day” shall mean any day, other than
Saturday or Sunday, on which commercial banks are open for business, including dealings in
deposits in U.S. dollars, in New York.



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(u) Additional Conditions and Definitions.




     (i) Additional Conditions to Section 9.01 of Indenture.




Notwithstanding the provisions of Section 9.01 of the Indenture, no Series S Note shall be
deemed to have been paid pursuant to such provisions unless the Company shall have delivered
to the Trustee either: (a) an Opinion of Counsel in the United States reasonably acceptable
to the Trustee confirming that (i) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling or (ii) since the date of this
Officer’s Certificate, there has been a change in the applicable federal income tax law, in
either case to the effect that, and based thereon such Opinion of Counsel shall confirm
that, the Holders of the Outstanding Series S Notes will not recognize income, gain or loss
for federal income tax purposes as a result of such satisfaction and discharge and will be
subject to federal income tax on the same amounts, in the same manner and at the same times
as would have been the case if such satisfaction and discharge had not occurred; or (b) (i)
an instrument wherein the Company, notwithstanding the satisfaction and discharge of the
Company’s indebtedness in respect of the Series S Notes, shall assume the obligation (which
shall be absolute and unconditional) to irrevocably deposit with the Trustee such additional
sums of money, if any, or additional Eligible Obligations, if any, or any combination
thereof, at such time or times, as shall be necessary, together with the money and/or
Eligible Obligations theretofore so deposited, to pay when due the principal of and premium,
if any, and interest due and to become due on such Series S Notes or portions thereof;
provided, however, that such instrument may state that the Company’s
obligation to make additional deposits as aforesaid shall be subject to the delivery to the
Company by the Trustee of a notice asserting the deficiency accompanied by an opinion of an
Independent public Accountant of nationally recognized standing showing the calculation
thereof; and (ii) an Opinion of Counsel of tax counsel in the United States reasonably
acceptable to the Trustee to the effect that the Holders of the Outstanding Series S Notes
will not recognize income, gain or loss for federal income tax purposes as a result of such
satisfaction and discharge and will be subject to federal income tax on the same amounts, in
the same manner and at the same times as would have been the case if such satisfaction and
discharge had not occurred.




     (ii) Modifications Requiring Consent.




     In addition to the provisions of Section 14.02 of the Indenture, no supplemental
indenture shall alter or waive any of the provisions with respect to the redemption of the
Series S Notes set forth in Section 1(g) hereof without the consent of each Holder of Series
S Notes affected thereby.



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          (iii) Certain Definitions.




          Set forth below are certain defined terms used in this Officer’s Certificate. Reference
is made to the Indenture for the definitions of any other capitalized terms used herein for
which no definition is provided herein.




          “Affiliate” of any specified Person means any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with such specified
Person. For purposes of this definition, “control,” as used with respect to any Person,
means the possession, directly or indirectly, of the power to direct or cause the direction
of the management or policies of such Person, whether through the ownership of voting
securities, by agreement or otherwise; provided that beneficial ownership of 10% or
more of the Voting Stock of a Person shall be deemed to be control. For purposes of this
definition, the terms “controlling,” “controlled by” and “under common control with” have
correlative meanings.




          “Applicable Procedures” means, with respect to any transfer or exchange of or for
beneficial interests in any Global Note, the rules and procedures of the Depositary,
Euroclear and Clearstream that apply to such transfer or exchange.




          “Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the
relief of debtors.




          “Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5
under the Exchange Act, except that in calculating the beneficial ownership of any
particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such
“person” shall be deemed to have beneficial ownership of all securities that such “person”
has the right to acquire by conversion or exercise of other securities, whether such right
is currently exercisable or is exercisable only upon the occurrence of a subsequent
condition. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding
meaning.




          “Board of Directors” means:




	 	(1)	 	with respect to a corporation, the board of directors of the
corporation or any committee of such board of directors duly authorized to act
for the corporation;
	 
	 	(2)	 	with respect to a partnership, the board of directors of the
general partner of the partnership; and
	 
	 	(3)	 	with respect to any other Person, the board or committee of
such Person serving a similar function.






	 	 	 	“Capital Stock” means:






	 	(1)	 	in the case of a corporation, corporate stock;




12









 






	 	(2)	 	in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however
designated) of corporate stock;
	 
	 	(3)	 	in the case of a partnership or limited liability company,
partnership or membership interests (whether general or limited); and
	 
	 	(4)	 	any other interest or participation that confers on a Person
the right to receive a share of the profits and losses of, or distributions of
assets of, the issuing Person.






	 	 	 	“Change of Control” means the occurrence of any of the following:






	 	(1)	 	the direct or indirect sale, transfer, conveyance or other
disposition (other than by way of merger or consolidation), in one or a series
of related transactions, of all or substantially all of the properties or
assets of the Company and its Restricted Subsidiaries taken as a whole to any “person” (as
that term is used in Section 13(d)(3) of the Exchange Act, including any
“group” with the meaning of the Exchange Act);
	 
	 	(2)	 	the adoption of a plan relating to the liquidation or
dissolution of the Company;
	 
	 	(3)	 	the consummation of any transaction (including, without
limitation, any merger or consolidation) the result of which is that any
“person” (as defined above) becomes the Beneficial Owner, directly or
indirectly, of more than 30% of the Voting Stock of the Company or Sierra
Pacific Resources, measured by voting power rather than number of shares; or
	 
	 	(4)	 	the first day on which a majority of the members of the Board
of Directors of the Company or the Board of Directors of Sierra Pacific
Resources are not Continuing Directors.






          “Change of Control Offer” has the meaning assigned to it in Section 1(h)(ii)(A) of this
Officer’s Certificate.




          “Change of Control Payment” has the meaning assigned to it in Section 1(h)(ii)(A) of
this Officer’s Certificate.




          “Change of Control Payment Date” has the meaning assigned to it in Section
1(h)(ii)(B)(2) of this Officer’s Certificate.




          “Clearstream” means Clearstream Banking, Societe Anonyme Luxembourg.




          “Continuing Directors” means, as of any date of determination, any member of the Board
of Directors of the Company who:



13









 






	 	(1)	 	was a member of the Board of Directors of the Company on the
original issue date of the Series S Notes; or
	 
	 	(2)	 	was nominated for election or elected to the Board of Directors
of the Company with the approval of a majority of the Continuing Directors who
were members of the Board of Directors at the time of such nomination or
election.






          “Default” means any event that is, or with the passage of time or the giving of notice
or both would be, an Event of Default as defined in the Indenture.




          “Definitive Note” means a certificated Series S Note registered in the name of the
Holder thereof and issued in accordance with Section 1(q)(iv) of this Officer’s Certificate,
in the form of Exhibit A hereto except that such Series S Note shall not bear the
Global Note Legend.




          “Depositary” means, with respect to the Series S Notes issuable or issued in whole or
in part in global form, the Person specified in Section 1(q)(iii) of this Officer’s
Certificate as the Depositary with respect to the Series S Notes, and any and all successors
thereto appointed as depositary hereunder and having become such pursuant to the applicable
provision of this Officer’s Certificate or the Indenture.




          “DTC” has the meaning assigned to it in Section 1(q)(iii) of this Officer’s
Certificate.




          “Equity Interests” means Capital Stock and all warrants, options or other rights to
acquire Capital Stock (but excluding any debt security that is convertible into, or
exchangeable for, Capital Stock).




          “Euroclear” means Euroclear Bank S.A./N.V.




          “Event of Default” means an Event of Default as defined in the Indenture.




          “Global Note Legend” means the legend set forth in Section 1(q)(iv)(D)(1) of this
Officer’s Certificate, which is required to be placed on all Global Notes issued under this
Officer’s Certificate.




          “Global Notes” means, individually and collectively, each of the Series S Notes issued
or issuable in the global form of Exhibit A hereto issued in accordance with
Sections 1(q)(i) of this Officer’s Certificate, and that bears the Global Note Legend and
that is deposited with or on behalf of and registered in the name of the Depositary.




          “Hedging Obligations” means, with respect to any specified Person, the obligations of
such Person incurred in the normal course of business and consistent with past practices and
not for speculative purposes under:



14









 






	 	(1)	 	interest rate swap agreements, interest rate cap agreements and
interest rate collar agreements designed to protect the person or entity
entering into the agreement against fluctuations in interest rates with respect
to indebtedness incurred and not for purposes of speculation;
	 
	 	(2)	 	foreign exchange contracts and currency protection agreements
entered into with one of more financial institutions designed to protect the
person or entity entering into the agreement against fluctuations in currency
exchange rates with respect to indebtedness incurred and not for purposes of
speculation;
	 
	 	(3)	 	any commodity futures contract, commodity option or other
similar agreement or arrangement designed to protect against fluctuations in
the price of commodities used by that entity at the time; and
	 
	 	(4)	 	other agreements or arrangements designed to protect such
Person against fluctuations in interest rates or currency exchange rates.






          “Indirect Participant” means a Person who holds a beneficial interest in a Global Note
through a Participant.




          “Initial Notes” has the meaning set forth in Section 1(q)(ii) of this Officer’s
Certificate.




          “Issue Date” means the first date on which any Series S Notes are issued, authenticated
and delivered under the Indenture and this Officer’s Certificate.




          “Non-Recourse Debt” means indebtedness:




          (1) as to which neither Nevada Power nor any of its Restricted Subsidiaries (a)
provides credit support of any kind (including any undertaking, agreement or instrument that
would constitute indebtedness), (b) is directly or indirectly liable as a guarantor or
otherwise, or (c) constitutes the lender;




          (2) no default with respect to which (including any rights that the holders of the
indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would
permit upon notice, lapse of time or both any holder of any other indebtedness (other than
the Notes) of Nevada Power or any of its Restricted Subsidiaries to declare a default on
such other indebtedness or cause the payment of the indebtedness to be accelerated or
payable prior to its stated maturity; and




          (3) as to which the lenders have been notified in writing that they will not have any
recourse to the stock or assets of Nevada Power or any of its Restricted Subsidiaries.




          “Note Custodian” means the Trustee, as custodian for the Depositary with respect to the
Series S Notes in global form, or any successor entity thereto.



15









 






          “Original Notes” has the meaning set forth in Section 1(q)(ii) of this Officer’s
Certificate.




          “Participant” means, with respect to DTC, Euroclear or Clearstream, a Person who has an
account with DTC, Euroclear or Clearstream, respectively (and, with respect to DTC, shall
include Euroclear and Clearstream).




          “Restricted Subsidiary” of a Person means any Subsidiary of the referent Person that is
not an Unrestricted Subsidiary.




          “Series S Lien” means, with respect to any asset, any mortgage, lien, pledge, charge,
security interest or encumbrance of any kind in respect of such asset, whether or not filed,
recorded or otherwise perfected under applicable law, including any conditional sale or
other title retention agreement, any lease in the nature thereof, any option or other
agreement to sell or give a security interest in and any filing of or agreement to give any
financing statement under the Uniform Commercial Code (or equivalent statutes) of any
jurisdiction.




“Subsidiary” means, with respect to any specified Person




	 	(1)	 	any corporation, association or other business entity of which more than 50% of the
total voting power of shares of Capital Stock entitled (without regard to the occurrence
of any contingency) to vote in the election of directors, managers or trustees of the
corporation, association or other business entity is at the time owned or controlled,
directly or indirectly, by that Person or one or more of the other Subsidiaries of that
Person (or a combination thereof); and
	 
	 	(2)	 	any partnership (a) the sole general partner or the managing general partner of
which is such Person or a Subsidiary of such Person or (b) the only general partners of
which are that Person or one or more Subsidiaries of that Person (or any combination
thereof).





     “Unrestricted Subsidiary” means any Subsidiary of Nevada Power that is designated by the Board
of Directors as an Unrestricted Subsidiary pursuant to a Board Resolution, but only to the extent
that such Subsidiary:




	 	(1)	 	has no indebtedness other than Non-Recourse Debt;
	 
	 	(2)	 	is not party to any agreement, contract, arrangement or understanding with Nevada
Power or any Restricted Subsidiary of Nevada Power unless the terms of any such
agreement, contract, arrangement or understanding are no less favorable to Nevada Power
or such Restricted Subsidiary than those that might be obtained at the time from Persons
who are not Affiliates of Nevada Power;
	 
	 	(3)	 	is a Person with respect to which neither Nevada Power nor any of its Restricted
Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity
Interests or (b) to maintain or preserve such Person’s financial condition or to cause
such Person to achieve any specified levels of operating results;




16









 






	 	(4)	 	has not guaranteed or otherwise directly or indirectly provided credit support for
any indebtedness of Nevada Power or any of its Restricted Subsidiaries; and






	 	(5)	 	has at least one director on its Board of Directors that is not
a director or executive officer of Nevada Power or any of its Restricted
Subsidiaries and has at least one executive officer that is not a director or
executive officer of Nevada Power or any of its Restricted Subsidiaries.






	 	 	 	“U.S.” means the United States of America.






             “Voting Stock” of any Person as of any date means the Capital Stock of such Person that
is at the time entitled to vote in the election of the Board of such Person.




(v) The Series S Notes shall have such other terms and provisions as are provided in the
form thereof attached hereto as Exhibit A, and shall be issued in substantially such
form.



     2. The undersigned has read all of the covenants and conditions contained in the Indenture,
and the definitions in the Indenture relating thereto, relating to the issuance of the Series S
Notes and in respect of compliance with which this certificate is made.



     The statements contained in this certificate are based upon the familiarity of the undersigned
with the Indenture, the documents accompanying this certificate, and upon discussions by the
undersigned with officers and employees of the Company familiar with the matters set forth herein.



     In the opinion of the undersigned, he has made such examination or investigation as is
necessary to enable him to express an informed opinion as to whether or not such covenants and
conditions have been complied with.



     In the opinion of the undersigned, such conditions and covenants have been complied with.



17









 





     IN WITNESS WHEREOF, the undersigned has executed this Officer’s Certificate as of the date
first written above.



	 	 	 	 	 

	 
	 	 

William D. Rogers

Senior Vice President, Chief Financial Officer and

Treasurer

 	 
	 	 	 
	 	 	 
	 	 	 
	 



	 	 	 	 	 
	Acknowledged and Received on	 	 
	July ______, 2008	 	 
	 
	 	 	 	 
	THE BANK OF NEW YORK MELLON,	 	 
	as Trustee	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	Name:

	 	Rafael E. Miranda
	 	 
	Title:

	 	Vice President	 	 




















 




Exhibit A


Form of Series S Notes


[Insert the Global Note Legend, if applicable, pursuant to the provisions of the Indenture and

the Officer’s Certificate]


NEVADA POWER COMPANY

6.50% General and Refunding Mortgage Notes, Series S, due 2018


	 	 	 	 	 
	Original Interest Accrual Date:
	 	July 30, 2008
	 	Redeemable: Yes þ No o
	Stated Maturity:
	 	August 1, 2018
	 	Redemption Date: See Below
	Interest Rate:
	 	6.50%
	 	Redemption Price: See Below
	Interest Payment Dates:
	 	August 1 and February 1	 	 
	Record Dates:
	 	July 15 and January 15	 	 





The Security is not a Discount Security

within the meaning of the within-mentioned Indenture.



 





CUSIP No. _____________



6.50% General and Refunding Mortgage Notes, Series S, due 2018



	 	 	 
	No. R-1
	 	$500,000,000




promises to pay to Cede & Co. or registered assigns, the principal sum of FIVE HUNDRED MILLION
Dollars on August 1, 2018.



     1. Interest. Nevada Power Company, a Nevada corporation (the “Company”), promises to pay
interest on the principal amount of this Series S Note at 6.50% per annum, from July 30, 2008 until
maturity. The Company shall pay interest semi-annually in arrears on August 1 and February 1 of
each year, or if any such day is not a Business Day, on the next succeeding Business Day (each an
“Interest Payment Date”). Interest on the Series S Notes shall accrue from the most recent date to
which interest has been paid or, if no interest has been paid, from Original Interest Accrual Date
specified above; provided that if there is no existing Default in the payment of interest,
and if this Series S Note is authenticated between a record date referred to on the face hereof and
the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest
Payment Date, except in the case of the original issuance of Series S Notes, in which case interest
shall accrue from the Original Interest Accrual Date specified above; provided, further, that the
first Interest Payment Date shall be February 1, 2009. The Company shall pay interest (including
postpetition interest in any proceeding under the Bankruptcy Law) on overdue principal and premium,
if any, from time to time on demand at the rate borne on the Series S Notes; it shall pay interest
(including post-petition interest in any proceeding under the Bankruptcy Law) on overdue
installments of interest, if any, (without


A-1


 








 




regard to any applicable grace periods) from time to time on demand at the same rate to the
extent lawful. Interest shall be computed on the basis of a 360-day year of twelve 30-day months.


     2. Method of Payment. The Company shall pay interest on the Series S Notes (except Defaulted
Interest) to the Persons who are registered Holders of Series S Notes at the close of business on
the July 15 and January 15 next preceding the Interest Payment Date, even if such Series S Notes
are canceled after such record date and on or before such Interest Payment Date, except as provided
in Section 3.07 of the Indenture with respect to Defaulted Interest. The Series S Notes shall be
payable as to principal and premium and interest at the office or agency of the Company maintained
for such purpose within the City and State of New York, or, at the option of the Company, payment
of interest may be made by check mailed to the Holders of Series S Notes at their addresses set
forth in the register of Holders, and provided that payment by wire transfer of immediately
available funds shall be required with respect to principal of, and interest and premium on, all
Global Notes and all other Series S Notes the Holders of which shall have provided wire transfer
instructions to the Company or the Paying Agent. Such payment shall be in such coin or currency of
the United States of America as at the time of payment is legal tender for payment of public and
private debts.


     3. Paying Agent and Security Registrar. Initially, The Bank of New York Mellon (formerly The
Bank of New York), the Trustee under the Indenture, shall act as Paying Agent and Security
Registrar. The Company may change any Paying Agent or Security Registrar without notice to any
Holder of Series S Notes. The Company or any of its Subsidiaries may act in any such capacity.


     4. Indenture; Security. This Series S Note is one of a duly authorized issue of Securities of
the Company, 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 Mellon, 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 Series S 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 Series S Note is one of the series designated above. The terms of the Series
S Notes include those stated in the Indenture, the Officer’s Certificate dated July 30, 2008 (the
“Officer’s Certificate”) and those made part of the Indenture by reference to the Trust Indenture
Act. The Series S Notes are subject to all such terms, and Holders of Series S Notes are referred
to the Indenture and such Act for a statement of such terms. To the extent any provision of this
Series S Note conflicts with the express provisions of the Indenture or the Officer’s Certificate,
the provisions of the


A-2


 








 




Indenture and the Officer’s Certificate shall govern and be controlling. The Series S Notes
are general obligations of the Company initially limited to $500,000,000 aggregate principal amount
in the case of Series S Notes issued on the Issue Date.


     All Outstanding Securities, including the Series S Notes, issued under the Indenture are
secured by the lien of the Indenture on the properties of the Company described in the Indenture.


     5. Optional Redemption.


          (a) The Company may redeem the notes at any time, either in whole or in part at a redemption
price equal to the greater of (1) 100% of the principal amount of the Series S Notes being redeemed
and (2) the sum of the present values of the remaining scheduled payments of principal and interest
on the Series S Notes being redeemed (excluding the portion of any such interest accrued to the
date of redemption) discounted (for purposes of determining present value) to the redemption date
on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate (as defined below) plus 40 basis points, plus, in each case, accrued interest thereon to the
date of redemption.



     ”Comparable Treasury Issue” means the United States Treasury security selected by an
Independent Investment Banker as having a maturity comparable to the remaining term of the
Series S Notes that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of the Series S Notes.



     ”Comparable Treasury Price” means, with respect to any redemption date, (1) the
average of the bid and asked prices for the Comparable Treasury Issue (expressed in each
case as a percentage of its principal amount) on the third business day preceding such
redemption date, as set forth in the daily statistical release (or any successor release)
published by the Federal Reserve Bank of New York and designated “Composite 3:30 p.m.
Quotations for U.S. Government Securities” or (2) if such release (or any successor
release) is not published or does not contain such prices on such third business day, the
Reference Treasury Dealer Quotation for such redemption date.



     ”Independent Investment Banker” means one of the Reference Treasury Dealers appointed
by the Company.


     ”Reference Treasury Dealer” means a primary U.S. Government Securities Dealer
selected by the Company.


     ”Reference Treasury Dealer Quotation” means, with respect to the Reference Treasury
Dealer and any redemption date, the average, as determined by the Independent Investment
Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each
case as a percentage of its principal amount) quoted in writing to the Independent
Investment Banker by such Reference Treasury Dealer at


A-3


 








 




     or before 5:00 p.m., New York City time, on the third business day preceding such
redemption date.


     ”Treasury Rate” means, with respect to any redemption date, the rate per year equal
to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue,
assuming a price for the Comparable Treasury Issue (expressed as a percentage of its
principal amount) equal to the Comparable Treasury Price for such redemption date.


     6. Notice of Optional Redemption. Notice of optional redemption shall be mailed at least 30
days but not more than 60 days before the Redemption Date to each Holder whose Series S Notes are
to be redeemed at its registered address. Series S Notes in denominations larger than $2,000 may
be redeemed in part but only in whole multiples of $1,000 in excess thereof. Notices of redemption
may not be conditional. On and after the redemption date, interest ceases to accrue on Series S
Notes or portions thereof called for redemption.


     7. Mandatory Redemption. The Company shall not be required to make mandatory redemption or
sinking fund payments with respect to the Series S Notes.


     8. Denominations, Transfer, Exchange. The Series S Notes are in registered form without
coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The
transfer of Series S Notes may be registered and Series S Notes may be exchanged as provided in the
Indenture and the Officer’s Certificate. The Security Registrar and the Trustee may require a
Holder of Series S Notes, among other things, to furnish appropriate endorsements and transfer
documents and the Company may require a Holder of Series S Notes to pay any taxes and fees required
by law or permitted by the Indenture. The Company need not exchange or register the transfer of
any Series S Note or portion of a Series S Note selected for redemption, except for the unredeemed
portion of any Series S Note being redeemed in part. Also, the Company need not exchange or
register the transfer of any Series S Notes for a period of 15 days before a selection of Series S
Notes to be redeemed or during the period between a record date and the corresponding Interest
Payment Date.


     9. Persons Deemed Owners. The registered Holder of a Series S Note may be treated as its
owner for all purposes.


     10. Amendment, Supplement and Waiver. 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


A-4


 








 




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. 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 Series S Note shall be conclusive
and binding upon such Holder and upon all future Holders of this Series S Note and of any Series S
Note 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 Series S Note.



     11. Events of Default. If an Event of Default shall occur and be continuing, the principal of
this Series S Note may be declared due and payable in the manner and with the effect provided in
the Indenture.


     12. No Recourse Against Others. As provided in the Indenture, no recourse shall be had for
the payment of the principal of or premium, if any, or interest on any Securities, or any part
thereof, or for any claim based thereon or otherwise in respect thereof, or of the indebtedness
represented thereby, or upon any obligation, covenant or agreement under the Indenture, against,
and no personal liability whatsoever shall attach to, or be incurred by, any incorporator,
stockholder, officer or director, as such, past, present or future of the Company or of any
predecessor or successor corporation (either directly or through the Company or a predecessor or
successor corporation), whether by virtue of any constitutional provision, statute or rule of law,
or by the enforcement of any assessment or penalty or otherwise; it being expressly agreed and
understood that the Indenture and all the Securities are solely corporate obligations and that any
such personal liability is hereby expressly waived and released as a condition of, and as part of
the consideration for, the execution of the Indenture and the issuance of the Securities.


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


     14. Transfer and Exchange.


          (a) As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Series S Note is registrable in the Security Register, upon surrender of this
Series S Note for registration of transfer at the Corporate Trust Office of The Bank of New York
Mellon in New York, New York or such other office or agency as may be designated by the Company
from time to time, duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the


A-5


 








 




Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Series
S Notes of this series or authorized denominations and of like tenor and aggregate principal
amount, will be issued to the designated transferee or transferees.



          (b) No service charge shall be made for any such registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.


          (c) Prior to due presentment of this Series S Note for registration of transfer, the Company,
the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this
Series S Note is registered as the absolute owner hereof for all purposes, whether or not this
Series S Note be overdue, and neither the Company, the Trustee nor any such agent shall be affected
by notice to the contrary.


     15. Governing Law. The Series S Notes shall be governed by and construed in accordance with
the laws of the State of New York.


     16. Definition of “Business Day” and Other Terms. As used herein, “Business Day” shall mean
any day, other than Saturday or Sunday, on which commercial banks are open for business, including
dealings in deposits in U.S. dollars, in New York. All other terms used in this Series S Note
which are defined in the Indenture or the Officer’s Certificate shall have the meanings assigned to
them in the Indenture or the Officer’s Certificate, as applicable, unless otherwise indicated.


     17. Abbreviations. Customary abbreviations may be used in the name of a Holder of Series S
Notes or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN joint tenants with right of survivorship and not as tenants in common), CUST (=
Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).


     18. CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the
Series S Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to
Holders of Series S Notes. No representation is made as to the accuracy of such numbers either as
printed on the Series S Notes or as contained in any notice of redemption and reliance may be
placed only on the other identification numbers placed thereon.


     The Company shall furnish to any Holder of Series S Notes upon written request and without
charge a copy of the Indenture. Requests may be made to:


Nevada Power Company

P.O. Box 230

6226 W. Sahara Avenue

Las Vegas, Nevada 89146

Attention: Chief Financial Officer


A-6


 








 




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


	 	 	 	 	 	 	 
	 	 	NEVADA POWER COMPANY	 	 
	 
	 	 	 	 	 	 
	 
	 	By:	 	 	 	 
	 
	 	 	 	 

	 	 





CERTIFICATE OF AUTHENTICATION



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


Dated: ___________________



	 	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK MELLON, as Trustee	 	 
	 
	 	 	 	 	 	 
	 
	 	By:	 	 	 	 
	 
	 	 	 	 

Authorized Signatory
	 	 





A-7


 








 




Assignment Form


To
assign this Series S Note, fill in the form below: (I) or (we) assign and transfer this Series S Note to


 



(Insert assignee’s soc. sec. or tax I.D. no.)



	 	 	 
	 
	 
	 	 
	 
	 
	 	 
	 
	 
	 	 
	 
	(Print or type assignee’s name, address and zip code)






	 	 	 
	and irrevocably appoint	 	 
	 
	 	 
	to transfer this Series S Note on the books of the Company. The agent may substitute another to act for him.





 




	 	 	 
	Date:
	 	 
	Your Signature:	 	 
	 
	 	 
	 
	 	(Sign exactly as your name appears on the face of this Series S Note)





SIGNATURE GUARANTEE



	 	 	 
	 
	 
	 
	 	Signatures must
be guaranteed
by an “eligible
guarantor
institution”
meeting the
requirements of
the Security
Registrar,
which
requirements
include
membership or
participation
in the Security
Transfer Agent
Medallion
Program
(“STAMP”) or
such other
“signature
guarantee
program” as may
be determined
by the Security
Registrar in
addition to, or
in substitution
for, STAMP, all
in accordance
with the
Securities
Exchange Act of
1934, as
amended.




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Option of Holder to Elect Purchase


     If you want to elect to have this Series S Note purchased by the Company pursuant to Section
1(h)(ii) (Offer to Purchase upon Change of Control) of the Officer’s Certificate, check the box
below:


	 	 	 
	 
	 	o Section 1(h)(ii) (Offer to Purchase upon Change of Control)





     If you want to elect to have only part of the Series S Note purchased by the Company pursuant
to Section 1(h)(ii) (Offer to Purchase upon Change of Control) of the Indenture, state the amount
you elect to have purchased:


	 	 	 	 	 
	$
	 	 	 	 
	 
	 	 

	 	 





	 	 	 
	Date:
	 	 
	 
	 	 
	Your Signature:	 	 
	 
	 	 
	 
	 	(Sign exactly as your name appears on the face of the Series S Note)





	 	 	 
	Tax Identification No.:	 	 
	 
	 	 




SIGNATURE GUARANTEE



	 	 	 
	 
	 
	 
	 	Signatures must be guaranteed by an “eligible guarantor
institution” meeting the requirements of the Security
Registrar, which requirements include membership or
participation in the Security Transfer Agent Medallion
Program (“STAMP”) or such other “signature guarantee program”
as may be determined by the Security Registrar in addition
to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.




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