exv4w1



 




Ex. 4.1




AMENDMENT NO. 1

TO THE

AMENDED AND RESTATED RIGHTS AGREEMENT

DATED AS OF FEBRUARY 28, 2001

 






     This AMENDMENT NO. 1 (this “Amendment”), dated as of December 19, 2005, to the
amended and restated rights agreement dated February 28, 2001 (the “Rights Agreement”),
between Sierra Pacific Resources, a Nevada corporation (the “Company”), and Wells Fargo
Bank Minnesota, N.A., as successor Rights Agent to Harris Trust and Savings Bank (the “Rights
Agent”).



     WHEREAS, on October 13, 1989, the Company entered into the Rights Agreement between the
Company and Bank of America National Trust and Savings Association;



     WHEREAS, on September 21, 1999, the Company determined it desirable and in the best interest
of the Company and its shareholders to extend the Rights Agreement by executing an amended and
restated Rights Agreement with the Rights Agent;



     WHEREAS, on February 28, 2001, the Rights Agreement was further amended and restated;



     WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company prior to the Distribution
Date may amend any provision of the Rights Agreement without the approval of any holders of Rights
if, when amended, the Rights (as defined in the Rights Agreement) were then redeemable by the
Company;



     WHEREAS, the Rights are currently redeemable pursuant to Section 23 of the Rights Agreement;
and



     WHEREAS, the parties hereto desire to amend the Rights Agreement in accordance with Section 27
thereof and to establish December 19, 2005, as the Final Expiration Date.



     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set
forth herein and for good and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, and intending to be legally bound hereby, the parties hereto do hereby agree as
follows:



ARTICLE I

AMENDMENT TO THE RIGHTS AGREEMENT




 









 








     Section 1.1 Amendment to the Rights Agreement. Section 7(a) of the Rights Agreement
is hereby amended by deleting clause (i) in its entirety and replacing it with the following:




(i) 5:00 p.m., New York City time, on December 19, 2005, or such later date as may
be established by the Board of Directors prior to the expiration of the Rights
(such date, as it may be extended by the Board, the “Final Expiration
Date”), or



ARTICLE II

MISCELLANEOUS




     Section 2.1 Capitalized Terms. Capitalized terms used herein without definition shall
have the meanings assigned to them in the Rights Agreement.



     Section 2.2 No Further Amendment. Except as expressly amended hereby, the Rights
Agreement is in all respects confirmed and all the terms, conditions, and provisions thereof shall
remain in full force and effect. This Amendment is limited precisely as written and shall not be
deemed to be an amendment to any other term or condition of the Rights Agreement or any of the
documents referred to therein.



     Section 2.3 Effect of Amendment. This Amendment shall form a part of the Rights
Agreement for all purposes, and each party thereto and hereto shall be bound hereby. From and
after the execution of this Amendment by the parties hereto, any reference to the Rights Agreement
shall be deemed a reference to the Rights Agreement as amended hereby.



     Section 2.4 Governing Law. This Amendment shall be deemed to be a contract made under
the laws of the State of Nevada and for all purposes shall be governed by and construed in
accordance with the laws of such State applicable to contracts made and to be performed entirely
within such State.



     Section 2.5 Severability. If any term, provision, covenant or restriction of this
Amendment is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Amendment shall remain in full force and effect and shall in no
way be affected, impaired or invalidated; provided, however, that notwithstanding
anything in this Amendment to the contrary, if any such term, provision, covenant or restriction is
held by such court or authority to be invalid, void or unenforceable and the Board of Directors of
the Company determines in its good faith judgment that severing the invalid language from this
Amendment would adversely affect the purpose or effect of this Amendment, the right of redemption
set forth in Section 23 hereof shall be reinstated and shall not expire until the close of business
on the tenth Business Day following the date of such determination by the Board of Directors.



 









 





     Section 2.6 Counterparts. This Amendment may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to be an original, and
all such counterparts shall together constitute but one
and the same instrument.



     Section 2.7 Descriptive Headings. Descriptive headings of the several sections of
this Amendment are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions hereof.



     IN WITNESS WHEREOF, Company and Rights Agent have caused this Amendment to be signed by their
respective officers thereunto duly authorized, all as of the date first written above.



	 	 	 	 	 
	 	SIERRA PACIFIC RESOURCES

 	 
	 	By:  	/s/
Colleen J. Rice	 
	 	 	Colleen J.
Rice, Esq.
	 	 	Acting General Counsel and Acting Corporate
Secretary
	 



	 	 	 	 	 
	 	WELLS FARGO BANK MINNESOTA, N.A.

 	 
	 	By:  	/s/
Barbara M. Novak	 
	 	 	Barbara M. Novak	 
	 	 	Vice President