exv4w1






Exhibit 4.1




NV ENERGY, INC.




OFFICERS’ CERTIFICATE



November __, 2010



     Pursuant to Sections 2.01, 13.04 and 13.05 of the Indenture dated as of May 1, 2000 (as
supplemented and amended from time to time, the “Indenture”), between NV Energy, Inc., f/k/a Sierra
Pacific Resources (the “Company”) and The Bank of New York Mellon Trust Company, N.A. (as successor
to The Bank of New York Mellon), as trustee (the “Trustee”) and the authority granted in the Board
Resolutions of the Company dated October 30, 2009, the undersigned officers of the Company, Dilek
L. Samil, Senior Vice President, Finance, Chief Financial Officer, and Treasurer and Paul J.
Kaleta, Senior Vice President, General Counsel, Shared Services and Corporate Secretary, hereby
certify as follows:



     The terms and conditions of the Securities of the series described in this Officers’
Certificate (as amended, modified and supplemented from time to time, the “Officers’ Certificate”)
are as follows (the numbered paragraphs set forth below corresponding to the numbered paragraphs of
Section 2.01 of the Indenture, except for a portion of paragraph 8 and paragraph 20 below).
Certain terms used herein are defined in paragraph 20 of this Officer’s Certificate. Capitalized
terms used herein but not defined in said paragraph 20 or elsewhere in this Officer’s Certificate
shall have the meanings assigned to them in the Indenture unless the context clearly requires
otherwise




	1.	 	Title; Ranking. The Securities of such series to be issued under the Indenture shall
be designated “6.25% Senior Notes due 2020” (the “Senior Notes”). The Senior Notes shall
constitute the senior, unsecured and unsubordinated debt obligations of the Company and shall
rank equally in right of payment with all other existing and future senior, unsecured and
unsubordinated debt obligations of the Company. The form of Senior Notes, including the
related form of Trustee’s certificate of authentication and any applicable legends, is
attached hereto as Exhibit A.
	 
	2.	 	Aggregate Principal Amount. The maximum initial principal amount of the Senior Notes
to be authenticated and delivered under the Indenture (except for the Senior Notes
authenticated and delivered upon registration of transfer of or in exchange for, or in lieu of
other Senior Notes pursuant to Section 2.06, 2.07, 2.09 or 3.07 of the Indenture) shall be
$315,000,000. There shall be no limit upon the aggregate principal amount of Senior Notes
that may be authenticated and delivered under the Indenture.
	 
	3.	 	Book-entry; Form, Etc. The Senior Notes initially will be issued in book-entry form
only. The Senior Notes will be represented by one or more global securities deposited with
The Depository Trust Company (the “Depositary”) and registered in the name of the Depositary’s
nominee. None of the Trustee, the Paying Agent or the Registrar shall have any responsibility
or obligation to any beneficial owner in and such global security, any direct or indirect
participant of the Depositary or other Person with respect to the 




 









 






	 	 	accuracy of the records of
the Depositary or its nominee or of any such participant, with
respect to any ownership interest in the Senior Notes or with respect to the delivery to any
such participant, beneficial owner or other Person (other than the Depositary) of any notice
(including any notice of redemption) or the payment of any amount, under or with respect to
such Securities. All notices and communications to be given to the Holders and all payments
to be made to Holders in respect of the Senior Notes and under the Securities and the
Indenture shall be given or made only to or upon the order of the registered holders (which
shall be the Depositary or its nominee in the case of the global security). The rights of
beneficial owners in the global security shall be exercised only through the Depositary
subject to the applicable procedures of the Depositary. The Trustee, the Paying Agent and
the Registrar shall be entitled to rely and shall be fully protected in relying upon
information furnished by the Depositary with respect to its members, participants and any
beneficial owners. The Trustee, the Paying Agent and the Registrar shall be entitled to
deal with the Depositary, and any nominee thereof, that is the registered holder of any
global security for all purposes of the Senior Notes and the Indenture relating to such
global security (including the payment of principal, premium, if any, and interest and
additional amounts, if any, and the giving of instructions or directions by or to the owner
or holder of a beneficial ownership interest in such global security) as the sole Holder of
such Global Security and shall have no obligations to the beneficial owners thereof. None
of the Trustee, the Paying Agent or the Registrar shall have any responsibility or liability
for any acts or omissions of the Depositary with respect to such global security, for the
records of any such depositary, including records in respect of beneficial ownership
interests in respect of any such global Security, for any transactions between the
Depositary and any such participant or between or among the Depositary, any such participant
and/or any holder or owner of a beneficial interest in such global security, or for any
transfers of beneficial interests in any such global security. The Depositary shall make
book-entry transfers among its participants and receive and transmit any payments on the
global securities to such participants; provided that, solely for the purposes of
determining whether the Holders of the requisite amount of the Senior Notes have voted on
any matter provided for in the Indenture, the Company may rely conclusively on, and shall be
protected in relying on, any written instrument (including a proxy) delivered to the Company
by the Depositary setting forth the votes of the beneficial owners of the Senior Notes or
assigning the right to vote on any matter to any other Persons either in whole or in part.
The Company will not issue the Senior Notes in definitive form unless the Depositary at any
time is unwilling or unable to continue as a depository and the Company does not appoint a
successor depository within 90 days. Under such circumstances, the Company will issue
Senior Notes in definitive form in exchange for the entire global security. Senior Notes so
issued in definitive form will be issued as registered Senior Notes in denominations of
$2,000 and integral multiples of $1,000 in excess thereof, unless the Company specifies
otherwise. The Senior Notes may bear such legends as set forth on Exhibit A hereto.






	 	 	Each global security shall represent such of the outstanding Senior Notes as shall be
specified therein and each shall provide that it shall represent the aggregate principal
amount of outstanding Senior Notes from time to time endorsed thereon and that the aggregate
principal amount of outstanding Senior Notes represented thereby may from 




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	 	 	time to time be
reduced or increased, as appropriate, to reflect exchanges and
redemptions. Any endorsement of a global security to reflect the amount of any increase or
decrease in the aggregate principal amount of outstanding Senior Notes represented thereby
shall be made by the Trustee, as custodian of the global security (the “Custodian”).






	 	 	No service charge shall be made for registration of transfer or exchange of the Senior
Notes; provided, however, that the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection with the
exchange or transfer (other than in certain cases provided in the Indenture).
	 
	4.	 	Not applicable.
	 
	5.	 	Not applicable.
	 
	6.	 	Maturity. The principal amount of all outstanding Senior Notes shall be payable at
their Stated Maturity on November 15, 2020.
	 
	7.	 	Interest. The interest rate to be borne by the Senior Notes shall be 6.25% per annum
from November 22, 2010 to, but excluding, the Stated Maturity of the Senior Notes.
	 
	 	 	The Company shall pay interest semi-annually in arrears on May 15 and November 15 of each
such year, commencing May 15, 2011 or if any such day is not a Business Day, on the next
succeeding Business Day (each an “Interest Payment Date”). Interest on the Senior Notes
shall accrue from November 22, 2010 or, if interest has already been paid, from the date it
was most recently paid. The Company shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time
to time on demand at the rate borne on the Senior Notes; it shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments
of interest (without 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.
	 
	 	 	Interest shall be paid in arrears on each Interest Payment Date to the Person in whose name
the Senior Notes are registered on the Record Date for such Interest Payment Date; provided
that, interest payable at the Stated Maturity of principal as provided herein will be paid
to the Person to whom principal is payable. Any such interest that is not so punctually
paid or duly provided for will forthwith cease to be payable to the Holders on such Record
Date and may either be paid to the Person or Persons in whose name the Senior Notes are
registered at the close of business on a special record date (as such term is used in
Section 2.12 of the Indenture) for the payment of such defaulted interest to be fixed by the
Company, notice whereof shall be given to Holders of the Senior Notes not less than ten days
prior to such special record date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange, if any, on which the Senior
Notes may be listed, and upon such notice as may be required by any such exchange, all as
set forth in Section 2.12 of the Indenture.




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	8.	 	Place and Method of Payment; Regulations of Transfer and Exchanges; Notices. The
corporate trust agency office of the The Bank of New York Mellon Trust Company, N.A. at 101
Barclay Street in New York, New York 10286 shall be the place at which (i) the principal,
interest and premium of the Senior Notes shall be payable, provided, in the event the
Person entitled thereto has given wire transfer instructions to the Company prior to the fifth
day preceding the Record Date, payments of the principal and interest on the Senior Notes
shall be made in accordance with such wire instructions (ii) registration of transfer of the
Senior Notes may be effected, and (iii) exchanges of the Senior Notes may be effected. The
Corporate Trust Office of The Bank of New York Mellon Trust Company, N.A., at 700 South Flower
Street, Suite 500 in Los Angeles, California 90017 shall be the place where notices and
demands to or upon the Company in respect to the Senior Notes and the Indenture may be served;
and The Bank of New York Mellon Trust Company, N.A. shall be the Paying Agent and Registrar
for the Senior Notes; provided, however, that the Company reserves the right
to change, by one or more Officer’s Certificates, any such place or the Paying Agent and
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 Registrar; provided,
however, that there shall be only a single Registrar for the Senior Notes.
	 
	9.	 	Optional Redemption.
	 
	 	 	(i) The Company shall have the option to redeem the Senior Notes, in whole or in part, at
any time, at a redemption price equal to the greater of (1) 100% of the principal amount of
the Senior Notes being redeemed, and (2) the sum of the present values of the remaining
scheduled payments of principal and interest on the Senior Notes being redeemed (excluding
the portion of any such interest accrued to the date of redemption) discounted (for purposes
of determining the 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 50 basis points, plus, in each case, accrued interest thereon to the date of
redemption.
	 
	 	 	(ii) If less than all of the Senior Notes are to be redeemed at any time, the Trustee will
select Senior Notes for redemption as follows:






(A) if the Senior Notes are listed on any national securities exchange, in
compliance with the requirements of the principal national securities exchange on
which the Senior Notes are listed; or




(B) if the Senior Notes are not listed on any national securities exchange, on a pro
rata basis, by lot or by such method as t he trustee deems fair and appropriate.




     No Senior Notes of $2,000 principal amount or less can be redeemed in part. Notices of
redemption will be mailed by first class mail at least 30 but not more than 60 days before
the redemption date to each holder of Senior 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 Senior



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Notes or a satisfaction and discharge of the Senior Notes under the Indenture. Notices
of redemption may not be conditional.




     If any Senior Note is to be redeemed in part only, the notice of redemption that
relates to that note will state the portion of the principal amount of that note that is to
be redeemed. A new note in principal amount equal to the unredeemed portion of the original
note will be issued in the name of the holder of the Senior Notes upon cancellation of the
original note. Senior Notes called for redemption become due on the date fixed for
redemption. On and after the redemption date, interest ceases to accrue on Senior Notes, or
portions thereof, called for redemption.




	10.	 	Mandatory Redemption/Redemption at Option of Holders/Repurchase at Option of Holders.
	 
	 	 	(i) Mandatory Redemption. Except as provided in the next paragraph or set forth in
clause (ii) of this Section 10, the Company is not required to make mandatory redemption or
sinking fund payments with respect to the Senior Notes.
	 
	 	 	In the event:






     A. the Company or any of its Significant Subsidiaries or any group of Restricted
Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary pursuant to
or within the meaning of Bankruptcy Law:




(I) commences a voluntary case,




(II) consents to the entry of an order for relief against it in an involuntary case,




(III) consents to the appointment of a Custodian of it or for all or substantially
all of its property,




(IV) makes a general assignment for the benefit of its creditors, or




(V) generally is not paying its debts as they become due; or




     B. a court of competent jurisdiction enters an order or decree under any Bankruptcy Law
that:




(I) is for relief against the Company or any of its Restricted Subsidiaries that is
a Significant Subsidiary in an involuntary case,




(II) appoints a Custodian of the Company or any of its Restricted Subsidiaries that
is a Significant Subsidiary or for all or substantially all of the property of the
Company or any of its Restricted Subsidiaries that is a Significant Subsidiary; or



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(III) orders the liquidation of the Company or any of its Restricted Subsidiaries
that is a Significant Subsidiary; and the order or decree remains unstayed and in
effect for 60 consecutive days,




the Company will be required to redeem the Senior Notes immediately, at a redemption price
equal to 100% of the aggregate principal amount of the Senior Notes plus accrued and unpaid
interest on the Senior Notes to the date of redemption, without further action or notice on
the part of the Trustee or the Holders of the Senior Notes.




(ii) Redemption at Option of Holders. The Holders of at least 25% in principal
amount of then outstanding Senior Notes may deliver a notice to the Company requiring the
Company to redeem the Senior Notes immediately, at a redemption price equal to 100% of the
aggregate principal amount of the Senior Notes plus accrued and unpaid interest, if any, on
any such Senior Notes to the date of redemption, upon the occurrence of any of the following
events (the “Triggering Events”):




A. failure to pay when due the principal of, or premium, if any, on the Senior
Notes;




B. failure by the Company or any of its Restricted Subsidiaries to comply with any
of the provisions described in of Section 18 (C) hereof (“Covenants—Merger
Consolidation or Sale of Assets”);




C. failure by the Company for 30 days after notice to comply with the provisions
described in Section 10(iii) hereof (under the heading “Repurchase at the Option of
Holders — Change of Control”);




D. default under any mortgage, indenture or instrument under which there may be
issued or by which there may be secured or evidenced any Indebtedness for money
borrowed by the Company or any of its Restrict Subsidiaries (or the payment of which
is guaranteed by the Company or any of its Restricted Subsidiaries) whether such
Indebtedness or guarantee now exists, or is created after the Issue Date, if that
default:




	 	(I)	 	is caused by a failure to pay principal of, or
interest or premium, if any, on such Indebtedness prior to the
expiration of the grace period provided in such Indebtedness on the
date of such default (a “Payment Default”); or
	 
	 	(II)	 	results in the acceleration of such
Indebtedness prior to its express maturity,






and, in each case, the principal amount of any such Indebtedness, together with the
principal amount of any such other Indebtedness under which there has been a Payment
Default or the maturity of which has been so accelerated, aggregates $70.0 million
or more; or



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E. failure by the Company or any of its Subsidiaries to pay final judgments
aggregating in excess of $70.0 million, which judgments are not paid, discharged or
stayed for a period of 60 days.




     The Holders of a majority in aggregate principal amount of
the then outstanding Senior Notes by notice to the Company and the
Trustee may on behalf of the Holders of all of the Senior Notes
waive any existing Triggering Event and its consequences, except a
continuing Triggering Event related to the payment of the principal
of, or premium, if any, on the Senior Notes.




     In the case of any Triggering Event occurring by reason of
any willful action or inaction taken or not taken by or on behalf of
the Company with the intention of avoiding payment of the premium
that the Company would have had to pay if the Company then had
elected to redeem the Senior Notes pursuant to the provisions of
this Officers’ Certificate relating to redemption at the option of
the Company, an equivalent premium will also become and be
immediately due and payable to the extent permitted by law upon the
redemption of the Senior Notes at the option of the Holders.




     Upon becoming aware of any Triggering Event, the Company
shall deliver to the Trustee a statement specifying such Triggering
Event.




(iii) Offer to Purchase Upon Change of Control.




	 	A.	 	Upon the occurrence of a Change of Control, each Holder of
Senior Notes shall have the right to require the Company to purchase all or any
part (equal to $2,000 in principal amount or an integral multiple of $1,000) of
such Holder’s Senior Notes pursuant to the offer described below (the “Change
of Control Offer”) at an offer price in cash equal to 101% of the aggregate
principal amount thereof plus accrued and unpaid interest (the “Change of
Control Payment”). Within 10 days following any Change of Control, the Company
shall mail a notice to each Holder describing the transaction or transactions
that constitute the Change of Control and stating: (i) that the Change of
Control Offer is being made pursuant to the provisions of this Section 10(iii)
and that all Senior Notes tendered shall be accepted for payment; (ii) 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”); (iii) that any Senior Note not tendered shall continue
to accrue interest; (iv) that, unless the Company defaults in the payment of
the Change of Control Payment, all Senior Notes accepted for payment pursuant
to the Change of Control Offer shall cease to accrue interest after the Change
of Control Payment Date; (v) that Holders electing to have any Senior Notes
purchased pursuant to a Change of Control Offer shall be required to surrender
the Senior Notes 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; (vi) that Holders shall be




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	 	 	 	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 facsimile transmission or letter setting forth
the name of the Holder, the principal amount of Senior Notes delivered for
purchase, and a statement that such Holder is withdrawing his election to
have the Senior Notes purchased; and (vii) that Holders whose Senior Notes
are being purchased only in part shall be issued new Senior Notes equal in
principal amount to the unpurchased portion of the Senior Notes surrendered,
which unpurchased portion must be equal to $2,000 in principal amount or an
integral multiple of $1,000.






	 	B.	 	On the Change of Control Payment Date, the Company shall, to
the extent lawful, (i) accept for payment all Senior Notes or portions thereof
properly tendered pursuant to the Change of Control Offer, (ii) deposit with
the Paying Agent an amount equal to the Change of Control Payment in respect of
all Senior Notes or portions thereof so tendered and (iii) deliver or cause to
be delivered to the Trustee the Senior Notes so accepted together with an
officers’ certificate stating the aggregate principal amount of Senior Notes or
portions thereof being purchased by the Company. The Paying Agent shall
promptly mail to each Holder of Senior Notes so tendered the Change of Control
Payment for such Senior Notes, and the Trustee shall promptly authenticate and
mail (or cause to be transferred by book entry) to each Holder a new Senior
Note equal in principal amount to any unpurchased portion of the Senior Notes
surrendered, if any; provided that each such new Senior Note shall be in a
principal amount of $2,000 or an integral multiple $1,000.
	 
	 	C.	 	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 in the Indenture applicable to a Change of Control Offer
made by the Company and purchases all Senior Notes validly tendered and not
withdrawn under such Change of Control Offer. The provisions under this
Officers’ Certificate or the Indenture relative to the Company’s obligations to
make an offer to repurchase the Senior Notes as a result of a Change of Control
may be waived or modified with the written consent of the Holders of a majority
in principal amount of the Senior Notes then outstanding.
	 
	 	D.	 	The Company shall comply, to the extent applicable, with the
requirements of Rule 14e-1 of the Exchange Act and any other securities laws or
regulations applicable to any Change of Control Offer. To the extent that the
provisions of any such securities laws or securities regulations conflict with
the provisions of the covenant described above, the Company shall comply with
the applicable securities laws and




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	 	 	 	regulations and shall not be deemed to have breached its obligations under
the covenant described above by virtue thereof.






	11.	 	Denominations. The Senior Notes shall be issued in denominations of $2,000, or any
integral multiple of $1,000 in excess thereof, whether they are issued in global or definitive
form.






	12.	 	Not applicable.






	13.	 	Not applicable.






	14.	 	Not applicable.






	15.	 	Not applicable.






	16.	 	Not applicable.






	17.	 	Not applicable.






	18.	 	Covenants






	 	A.	 	Liens.






     The Company shall not, and shall not permit any of its Restricted Subsidiaries
to, directly or indirectly, create, incur, assume or otherwise cause or suffer to
exist or become effective any Lien of any kind securing Indebtedness, Attributable
Debt or trade payables on any of their property or assets, now owned or hereafter
acquired, except Permitted Liens.




	 	B.	 	Payments for Consent.






     The Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, pay or cause to be paid any consideration to or for the
benefit of any Holder of Senior Notes for or as an inducement to any consent, waiver
or amendment of any of the terms or provisions of this Officers’ Certificate, the
Indenture or the Senior Notes unless such consideration is offered to be paid and is
paid to all Holders of the Senior Notes that consent, waive or agree to amend in the
time frame set forth in the solicitation documents relating to such consent, waiver
or agreement.




	 	C.	 	Merger, Consolidation or Sale of Assets.






     The Company may not, directly or indirectly: (1) consolidate or merge with or
into another Person (whether or not the Company is the surviving corporation); or
(2) sell, assign, transfer, convey or otherwise dispose of all or substantially all
of the properties or assets of the Company and its Restricted Subsidiaries taken as
a whole, in one or more related transactions, to another Person; unless:



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	 	(I)	 	either: (a) the Company is the surviving
corporation; or (b) the Person formed by or surviving any such
consolidation or merger (if other than the Company) or to which such
sale, assignment, transfer, conveyance or other disposition has been
made is a corporation organized or existing under the laws of the
United States, any state of the United States or the District of
Columbia;
	 
	 	(II)	 	the Person formed by or surviving any such
consolidation or merger (if other than the Company) or the Person to
which such sale, assignment, transfer, conveyance or other disposition
has been made expressly assumes by supplemental indenture executed and
delivered to the Trustee in form reasonably satisfactory to the
Trustee;
	 
	 	(III)	 	immediately after such transaction no Default
or Event of Default exists; and
	 
	 	(IV)	 	the Company, or the Person formed by or
surviving any such consolidation or merger (if other than the Company),
or to which such sale, assignment, transfer, conveyance or other
disposition has been made, shall have delivered to the Trustee an
officer’s certificate and an opinion of counsel, each stating that such
transaction and any supplemental indenture entered into in connection
therewith complies with all of the terms of this covenant and that all
conditions precedent provided for in this covenant relating to such
transaction or series of transactions have been complied with.






     In addition, the Company may not, directly or indirectly, lease all or
substantially all of its properties or assets, in one or more related transactions,
to any other Person. Clauses (IV) of this Section 18(C) shall not apply to a sale,
assignment, transfer, conveyance or other disposition of assets between or among the
Company and any of its Restricted Subsidiaries.




     Upon any consolidation or merger, or any sale, assignment, transfer, lease,
conveyance or other disposition of all or substantially all of the assets of the
Company in accordance with this Section 18(C) hereof, the successor corporation
formed by such consolidation or into or with which the Company is merged or to which
such sale, assignment, transfer, lease, conveyance or other disposition is made
shall succeed to, and be substituted for (so that from and after the date of such
consolidation, merger, sale, lease, conveyance or other disposition, the provisions
of this Officers’ Certificate and the Indenture referring to the Company shall refer
instead to the successor corporation and not to the Company), and may exercise every
right and power of the Company under this Officers’ Certificate and the Indenture
with the same effect as if such successor Person had been named as the Company
herein, provided, however, that the predecessor company



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shall not be relieved from the obligation to pay the principal of and interest
on the Senior Notes (and its obligations to the Trustee pursuant to Section 7.07 of
the Indenture) except in the case of a sale of all of the Company’s assets that
meets the requirements of this Section 18(C).




	 	D.	 	Covenant Defeasance






In order for the Company to cease to be under any obligation to comply with any
term, provision or condition set forth in Sections 4.04, 4.05, 4.06 and 4.07 and
6.01 and 6.02 as they relate to 6.01(d) of the Indenture, with respect to the Senior
Notes and any other covenants provided in this Certificate (hereinafter, “Covenant
Defeasance”), the Company shall satisfy the requirements set forth under Section
8.02 of the Indenture and shall also satisfy the following additional conditions:




     A. No Triggering Event shall have occurred and be continuing on the date of the
deposit required pursuant to Section 8.02(1) of the Indenture (other than a
Triggering Event arising from the breach of a covenant under this Officer’s
Certificate resulting from the borrowing of funds to be applied to such deposit);




     B. Such Covenant Defeasance will not result in a breach or violation of, or
constitute a default under any material agreement or instrument (other than this
Officer’s Certificate) to which the Company or any of its Subsidiaries is a party or
by which the Company or any of its Subsidiaries is bound;




     C. The Company must deliver to the Trustee an officer’s certificate stating
that the deposit was not made by the Company with the intent of preferring the
Holders of Senior Notes over the other creditors of the Company with the intent of
defeating, hindering, delaying or defrauding creditors of the Company or others; and




     D. The Company must deliver to the Trustee an officer’s certificate and an
opinion of counsel, each stating that all conditions precedent relating to the
Covenant Defeasance have been complied with.




	19.	 	No Recourse Against Others.






	 	 	No director, officer, employee, incorporator or stockholder of the Company or any
Subsidiary, as such, will have any liability for any obligations of the Company or any
Subsidiary Guarantor under the Senior Notes, the Indenture, any Subsidiary Guarantees, or
for any claim based on, in respect of, or by reason of, such obligations or their creation.
Each Holder of Senior Notes by accepting a Senior Note waives and releases all such
liability. The waiver and release are part of the consideration for issuance of the Senior
Notes. The waiver may not be effective to waive liabilities under the federal securities
laws.




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	20.	 	Definitions. Set forth below are certain defined terms used in this Officers’
Certificate. Reference is made to the Indenture for the definitions of any capitalized 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.



     “Attributable Debt” in respect of a sale and leaseback transaction means, at the time of
determination, the present value of the obligation of the lessee for net rental payments during the
remaining term of the lease included in such sale and leaseback transaction including any period
for which such lease has been extended or may, at the option of the lessor, be extended. Such
present value shall be calculated using a discount rate equal to the rate of interest implicit in
such transaction, determined in accordance with GAAP.



     “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:



     (i) 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;



     (ii) with respect to a partnership, the Board of Directors of the general partner of the
partnership; and



     (iii) with respect to any other Person, the board or committee of such Person serving a
similar function.



     “Capital Lease Obligation” means, at the time any determination is to be made, the amount of
the liability in respect of a capital lease that would at that time be required to be capitalized
on a balance sheet in accordance with GAAP.



     “Capital Stock” means:



12









 





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



     (ii) in the case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate stock;



     (iii) in the case of a partnership or limited liability company, partnership or membership
interests (whether general or limited); and



     (iv) 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:



     (i) 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);



     (ii) the adoption of a plan relating to the liquidation or dissolution of the Company;



     (iii) 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, measured by
voting power rather than number of shares; or



     (iv) the first day on which the Company ceases to be a Beneficial Owner of a majority of the
Voting Stock of either NPC or SPPC.



     “Comparable Treasury Issue” means the United States Treasury security selected by an
Independent Investment Banker as having a maturity comparable to the remaining terms of the Senior
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 maturing to the
remaining term of the Senior Notes.



     “Comparable Treasury Price” means, with respect to any redemption date, (i) 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 Quotations for U.S. Government Securities” or (ii) 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.



     “Credit Facility” means the current credit facilities of NPC and SPPC and any extensions,
replacements, amendments or restatements thereof, from time to time.



13









 





     “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.



     “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).



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



     “GAAP” means generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting Standards Board or in
such other statements by such other entity as have been approved by a significant segment of the
accounting profession, which are in effect on the Issue Date.



     “Guarantee” means a guarantee other than by endorsement of negotiable instruments for
collection in the ordinary course of business, direct or indirect, in any manner including, without
limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements
in respect thereof, of all or any part of any Indebtedness.



     “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:



     (i) 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;



     (ii) 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;



     (iii) 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



     (iv) other agreements or arrangements designed to protect such Person against fluctuations in
interest rates or currency exchange rates.



     “Indebtedness” means, with respect to any specified Person, any indebtedness of such Person,
whether or not contingent:



     (i) in respect of borrowed money;



     (ii) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or
reimbursement agreements in respect thereof);



14









 





     (ii) in respect of banker’s acceptances;



     (iv) representing Capital Lease Obligations;



     (v) representing the balance deferred and unpaid of the purchase price of any property, except
any such balance that constitutes an accrued expense or trade payable; or



     (vi) representing any Hedging Obligations,



if and to the extent any of the preceding items (other than letters of credit and Hedging
Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in
accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others
secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed
by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified
Person of any indebtedness of any other Person.




     The amount of any Indebtedness outstanding as of any date shall be:



     (i) the accreted value of the Indebtedness, in the case of any Indebtedness issued with
original issue discount; and



     (ii) the principal amount of the Indebtedness, together with any interest on the Indebtedness
that is more than 30 days past due, in the case of any other Indebtedness.



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



     “Issue Date” shall mean November 22, 2010.



     “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.



     “Non-Recourse Debt” means Indebtedness:



     (i) as to which neither the Company 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;



     (ii) 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 Senior
Notes) of the Company or any of its Restricted Subsidiaries to declare a default on such



15









 







other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior
to its stated maturity; and



     (iii) as to which the lenders have been notified in writing that they shall not have any
recourse to the stock or assets of the Company or any of its Restricted Subsidiaries.



     “NPC” means Nevada Power Company d/b/a NV Energy, a Nevada corporation.



     “Obligations” means any principal, interest, penalties, fees, indemnifications,
reimbursements, damages and other liabilities payable under the documentation governing any
Indebtedness.



     “Permitted Liens” means:



     (i) Liens securing any Indebtedness under a Credit Facility and all Obligations and Hedging
Obligations relating to such Indebtedness;



     (ii) Liens in favor of the Company or any Subsidiary Guarantors;



     (iii) Liens on property of a Person existing at the time such Person is merged with or into or
consolidated with the Company or any Restricted Subsidiary of the Company; provided that such Liens
were in existence prior to the contemplation of such merger or consolidation and do not extend to
any assets other than those of the Person merged into or consolidated with the Company or the
Restricted Subsidiary;



     (iv) Liens on property existing at the time of acquisition of the property by the Company or
any Restricted Subsidiary of the Company, provided that such Liens were in existence prior to the
contemplation of such acquisition;



     (v) Liens to secure the performance of statutory obligations, surety or appeal bonds,
performance bonds or other obligations of a like nature incurred in the ordinary course of
business;



     (vi) Liens existing on the Issue Date;



     (vii) Liens for taxes, assessments or governmental charges or claims that are not yet
delinquent or that are being contested in good faith by appropriate proceedings promptly instituted
and diligently concluded, provided that any reserve or other appropriate provision as is required
in conformity with GAAP has been made therefor;



     (viii) Liens incurred in the ordinary course of business of the Company or any Restricted
Subsidiary with respect to obligations (including Hedging Obligations) that do not exceed $70.0
million at any one time outstanding;



     (ix) Liens on assets transferred to a Receivables Entity or on assets of a Receivables Entity,
in either case, incurred in connection with a Qualified Receivables Transaction; and



16









 





     (x) Liens, including pledges, rights of offset and bankers’ liens, on deposit accounts,
instruments, investment accounts and investment property (including cash, cash equivalents and
marketable securities) from time to time maintained with or held by any financial and/or depository
institutions, in each case solely to secure any and all obligations now or hereafter existing of
the Company or any of its Subsidiaries in connection with any deposit account, investment account
or cash management service (including ACH, Fedwire, CHIPS, concentration and zero balance accounts,
and controlled disbursement, lockbox or restricted accounts) now or hereafter provided by any
financial and/or depository institutions to or for the benefit of the Company, any of its
Subsidiaries or any special purpose entity directly or indirectly providing loans to or making
receivables purchases from the Company or any of its Subsidiaries.



     “Person” means any individual, corporation, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization, limited liability company or government or
other entity.



     “Purchase Money Note” means a promissory note of a Receivables Entity evidencing a line of
credit, which may be irrevocable, from the Company or any Restricted Subsidiary of the Company in
connection with a Qualified Receivables Transaction to a Receivables Entity, which note is
repayable from cash available to the Receivables Entity, other than amounts required to be
established as reserves pursuant to agreements, amounts paid to investors in respect of interest,
principal and other amounts owing to such investors and amounts owing to such investors and amounts
paid in connection with the purchase of newly generated accounts receivable.



     “Qualified Receivables Transaction” means any transaction or series of transactions that may
be entered into by the Company or any of its Restricted Subsidiaries pursuant to which the Company
or any of its Restricted Subsidiaries may sell, convey or otherwise transfer to (1) a Receivables
Entity (in the case of a transfer by the Company or any of its Restricted Subsidiaries) and (2) any
other Person (in the case of a transfer by a Receivables Entity), or may grant a security interest
in, any accounts receivable (whether now existing or arising in the future) of the Company or any
of its Restricted Subsidiaries, and any assets related thereto including, without limitation, all
collateral securing such accounts receivable, all contracts and all guarantees or other obligations
in respect of such accounts receivable, the proceeds of such receivables and other assets which are
customarily transferred, or in respect of which security interests are customarily granted in
connection with asset securitization involving accounts receivable.



     “Receivables Entity” means a Wholly-Owned Subsidiary of the Company or any of its Restricted
Subsidiaries (or another Person in which the Company or any Restricted Subsidiary of the Company
makes an Investment and to which the Company or any Restricted Subsidiary of the Company transfers
accounts receivable and related assets) which engages in no activities other than in connection
with the financing of accounts receivable and which is designated by the Board of Directors of the
Company (as provided below) as a Receivables Entity:



     (i) no portion of the Indebtedness or any other obligations (contingent or otherwise) of
which:



17









 






     (a) is guaranteed by the Company or any Restricted Subsidiary of the Company (excluding
guarantees of Obligations (other than the principal of, and interest on, Indebtedness)
pursuant to Standard Securitization Undertakings);




     (b) is recourse to or obligates the Company or any Restricted Subsidiary of the Company
in any way other than pursuant to Standard Securitization Undertakings; or




     (c) subjects any property or asset of the Company or any Restricted Subsidiary of the
Company, directly or indirectly, contingently or otherwise, to the satisfaction thereof,
other than pursuant to Standard Securitization Undertakings;



     (ii) which is not party to any agreement, contract, arrangement or understanding (except in
connection with a Purchase Money Note or Qualified Receivables Transaction) with the Company or any
Restricted Subsidiary of the Company other than on terms no less favorable to the Company or such
Restricted Subsidiary than those that might be obtained at the time from Persons that are not
Affiliates of the Company, other than fees payable in the ordinary course of business in connection
with servicing accounts receivable; and



     (iii) to which neither the Company nor any Restricted Subsidiary of the Company has any direct
or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or
preserve such entity’s financial condition or cause such entity to achieve certain levels of
operating results.



     Any such designation by the Board of Directors of the Company shall be evidenced to the
Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such
designation and an officer’s certificate certifying that such designation complied with the
foregoing conditions.



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



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



     “SPPC” means Sierra Pacific Power Company, d/b/a NV Energy, a Nevada corporation.



     “Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary” as
defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as
such Regulation is in effect on the date hereof.



18









 





     “Standard Securitization Undertakings” means representations, warranties, covenants and
indemnities entered into by the Company or any Restricted Subsidiary of the Company which are
reasonably customary in securitization of accounts receivable transactions.



     “Stated Maturity” means, with respect to any installment of interest or principal on any
series of Indebtedness, the date on which the payment of interest or principal was scheduled to be
paid in the original documentation governing such Indebtedness, and shall not include any
contingent obligations to repay, redeem or repurchase any such interest or principal prior to the
date originally scheduled for the payment thereof.



     “Subsidiary” means, with respect to any specified Person:



     (i) 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



     (ii) 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).



     “Subsidiary Guarantee” means any Guarantee of the Senior Notes to be executed by any
Subsidiary of the Company.



     “Subsidiary Guarantors” means any Subsidiary of the Company that executes a Subsidiary
Guarantee in accordance with the provisions of this Indenture, and their respective successors and
assigns.



     “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.



     “Unrestricted Subsidiary” means any Subsidiary of the Company 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:



     (i) has no Indebtedness other than Non-Recourse Debt;



     (ii) is not party to any agreement, contract, arrangement or understanding with the Company or
any Restricted Subsidiary of the Company unless the terms of any such agreement, contract,
arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary
than those that might be obtained at the time from Persons who are not Affiliates of the Company;



19









 





     (iii) is a Person with respect to which neither the Company 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;



     (iv) has not guaranteed or otherwise directly or indirectly provided credit support for any
Indebtedness of the Company or any of its Restricted Subsidiaries; and



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



     Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be
evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving
effect to such designation and an officer’s certificate certifying that such designation complied
with the preceding conditions. If, at any time, any Unrestricted Subsidiary would fail to meet the
preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an
Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary
shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date.



     “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 Directors of such Person.


          Other Definitions.



	 	 	 	 	 
	 	 	Defined in
	Term	 	Section
	 
	 	 	 	 
	“Change of Control Offer”
	 	 	10	(iii)
	“Change of Control Payment”
	 	 	10	(iii)
	“Change of Control Payment Date”
	 	 	10	(iii)
	“Covenant Defeasance”
	 	 	18	 
	“Custodian”
	 	 	3	 
	“Depositary”
	 	 	3	 
	“Interest Payment Date”
	 	 	7	 
	“Payment Default”
	 	 	10	(ii)
	“Senior Notes”
	 	 	1	 
	“Triggering Event”
	 	 	10	(ii)







     The undersigned officers of the Company do each hereby further certify for himself or herself
respectively, pursuant to Sections 13.04 and 13.05 of the Indenture, as follows:




	 	(i)	 	The undersigned has read the covenants and conditions of the Indenture relating
to the issuance, authentication and delivery of the Senior Notes and in respect of




20









 






	 	 	 	compliance with which this Officer’s Certificate is furnished, and the definitions in
the Indenture relating thereto;






	 	(ii)	 	The statements contained in this Officer’s Certificate are based upon the
familiarity of the undersigned with the Indenture, the documents accompanying this
Officer’s Certificate and, as to factual matters, upon our discussions with officers
and employees of the Company familiar with the facts relating to the matters set forth
herein;
	 
	 	(iii)	 	In the opinion of the undersigned, the undersigned has made such examination
or investigation as is necessary to enable the undersigned to express an informed
opinion as to whether or not such covenants and conditions have been complied with; and
	 
	 	(iv)	 	In the opinion of the undersigned, such conditions and covenants, and all conditions
precedent, (including any covenants compliance with which constitutes a condition precedent)
relating to the authentication and delivery by the Trustee of the Senior Notes requested to be
authenticated and delivered on the date hereof, have been complied with.




21









 











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



	 	 	 	 	 
	 	 	 
	 	 	 
	 	Dilek L. Samil 	 
	 	Senior Vice President, Finance
Chief Financial Officer and Treasurer 	 
	 
	 	 	 
	 	 	 
	 	Paul J. Kaleta 	 
	 	Senior Vice President, General Counsel, Shared
Services, and Corporate Secretary 	 
	 



Signature Page — Officer’s Certificate (Form and Terms)





 











 





Exhibit A



THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE OFFICERS’ 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 II OF THE INDENTURE, (II)
THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 3 OF THE OFFICERS’
CERTIFICATE UNDER THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR
CANCELLATION PURSUANT TO SECTION 2.11 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.



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,
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.




NV ENERGY, INC.

6.25% Senior Notes due 2020




	 	 	 	 	 

	Original Interest
Accrual Date:

	 	November 22, 2010
	 	Redeemable: Yes þ No o
	Stated Maturity:

	 	November 15, 2020
	 	Redemption Date: See Below
	Interest Rate:

	 	6.25%
	 	Redemption Price: See Below
	Interest Payment Dates:

	 	May 15 and November 15	 	 
	Record Dates:

	 	May 1 and November 1	 	 






The Security is not a Discount Security

within the meaning of the within-mentioned Indenture.




 






CUSIP No. 67073Y AA4




6.25% Senior Notes due 2020




	 	 	 

	No. R-

	 	$__________





promises to pay to Cede & Co. or registered assigns, the principal sum of $___________ on November
15, 2020.







 









 








     1. Interest. NV Energy, Inc., a Nevada corporation (the “Company”), promises to pay interest
on the principal amount of this Senior Note at 6.25% per annum, from November 22, 2010 until
maturity. The Company shall pay interest semi-annually in arrears on May 15 and November 15 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 Senior Notes shall accrue from the most recent date to
which interest has been paid or, if no interest has been paid, from the Original Interest Accrual
Date specified above; provided that if there is no existing Default in the payment of interest, and
if this Senior 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 Senior 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 May 15, 2011. 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 Senior Notes; it shall pay interest
(including post-petition interest in any proceeding under the Bankruptcy Law) on overdue
installments of interest (without 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 Senior Notes (except Defaulted
Interest) to the Persons who are registered Holders of Senior Notes at the close of business on the
May 1 and November 1 next preceding the Interest Payment Date, even if such Senior Notes are
canceled after such record date and on or before such Interest Payment Date, except as provided in
Section 2.12 of the Indenture with respect to Defaulted Interest. The Senior Notes shall be
payable as to principal, 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 Senior 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, interest and premium on, all Global Notes and all
other Senior 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 Registrar. Initially, The Bank of New York Mellon Trust Company, N.A.,
the Trustee under the Indenture, shall act as Paying Agent and Registrar. The Company may change
any Paying Agent or Registrar without notice to any Holder of Senior Notes. The Company or any of
its Subsidiaries may act in any such capacity.



     4. Indenture. This Senior Note is one of a duly authorized issue of Securities of the
Company, issued and issuable in one or more series under the Indenture, dated as of May 1, 2000
(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 Trust Company, N.A., 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 respective rights, limitations of rights,



2









 




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 Senior 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 Senior Note is one of the series designated above. The terms of the Senior Notes include
those stated in the Indenture, the Officers’ Certificate dated November 22, 2010 (the “Officers’
Certificate”) and those made part of the Indenture by reference to the Trust Indenture Act. The
Senior Notes are subject to all such terms, and Holders of Senior Notes are referred to the
Indenture and such Act for a statement of such terms. To the extent any provision of this Senior
Note conflicts with the express provisions of the Indenture or the Officers’ Certificate, the
provisions of the Indenture and the Officers’ Certificate shall govern and be controlling. The
Senior Notes are general obligations of the Company initially limited to $___________ aggregate
principal amount in the case of Senior Notes issued on the Issue Date.




     5. Optional Redemption. The Company shall have the option to redeem the Senior Notes, in whole
or in part, at any time, at a redemption price equal to the greater of (1) 100% of the principal
amount of the Senior Notes being redeemed, and (2) the sum of the present values of the remaining
scheduled payments of principal and interest on the Senior Notes being redeemed (excluding the
portion of any such interest accrued to the date of redemption) discounted (for purposes of
determining the 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 in the Officer’s
Certificate) plus 50 basis points, plus, in each case, accrued interest thereon to the date of
redemption.



     6. Notice of Optional Redemption. Notices of optional 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
Senior 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 Senior Notes or a satisfaction and discharge of the Senior Notes under the
Indenture. No Senior Notes of $2,000 principal amount or less can be redeemed in part. Notices of
redemption may not be conditional. If any Senior Note is to be redeemed in part only, the notice
of redemption that relates to that note will state the portion of the principal amount of that note
that is to be redeemed. A new note in principal amount equal to the unredeemed portion of the
original note will be issued in the name of the holder of the Senior Notes upon cancellation of the
original note. Senior Notes called for redemption become due on the date fixed for redemption. On
and after the redemption date, interest ceases to accrue on Senior Notes or portions of them called
for redemption.



     7. Mandatory Redemption. Other than as provided in the next paragraph or in connection with
Section 8 below, the Company shall not be required to make mandatory redemption, purchase or
sinking fund payments with respect to the Senior Notes.



     In the event:




     A. the Company or any of its Significant Subsidiaries or any group of Restricted
Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary pursuant to
or within the meaning of Bankruptcy Law:



3









 






(I) commences a voluntary case,




(II) consents to the entry of an order for relief against it in an involuntary case,




(VI) consents to the appointment of a Custodian of it or for all or substantially
all of its property,




(VII) makes a general assignment for the benefit of its creditors, or




(VIII) generally is not paying its debts as they become due; or




     B. a court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that:




(I) is for relief against the Company or any of its Restricted Subsidiaries that is
a Significant Subsidiary in an involuntary case,




(II) appoints a Custodian of the Company or any of its Restricted Subsidiaries that
is a Significant Subsidiary or for all or substantially all of the property of the
Company or any of its Restricted Subsidiaries that is a Significant Subsidiary; or




(III) orders the liquidation of the Company or any of its Restricted Subsidiaries
that is a Significant Subsidiary; and the order or decree remains unstayed and in
effect for 60 consecutive days,


the Company will be required to redeem the Senior Notes immediately, at a redemption price equal to
100% of the aggregate principal amount of the Senior Notes plus accrued and unpaid interest on the
Senior Notes to the date of redemption, without further action or notice on the part of the trustee
or the Holders of the Senior Notes.




     8. Redemption at the Option of Holders. Upon the occurrence of any of the following
Triggering Events: (a) failure to pay when due the principal of, or premium, if any, on the Senior
Notes; (b) failure by the Company or any of its Restricted Subsidiaries to comply with the
provisions described in Section 18(C) of the Officer’s Certificate; (c) failure by the Company for
30 days after notice to comply with the provisions described in Section 10(iii) of the Officer’s
Certificate; (d) default under any mortgage, indenture or instrument under which there may be
issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the
Company or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Company
or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is
created after the original issue date of the Senior Notes, if that default (i) is caused by a
failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the
expiration of the grace period provided in such Indebtedness on the date of such default (a
“Payment Default”); or (ii) results in the acceleration of such Indebtedness prior to its express
maturity, and, in each case, the principal amount of any such Indebtedness, together with the
principal amount of any other such Indebtedness under which there has been a Payment Default



4









 




or the maturity of which has been so accelerated, aggregates $70.0 million or more; or (e)
failure by the Company or any of its Subsidiaries to pay final judgments aggregating in excess of
$70.0 million, which judgments are not paid, discharged or stayed for a period of 60 days, the
Holders of at least 25% in principal amount of the Senior Notes then Outstanding may deliver a
notice to the Company requiring the Company to redeem the Senior Notes immediately at a Redemption
Price equal to 100% of the aggregate principal amount of the Senior Notes plus accrued and unpaid
interest, if any, on the Senior Notes to the Redemption Date. The Holders of a majority in
aggregate principal amount of the Senior Notes then Outstanding by notice to the Company and the
Trustee may on behalf of the Holders of all of the Senior Notes waive any existing Triggering Event
and its consequences except a continuing Triggering Event related to the payment of interest on, or
the principal of, the Senior Notes. In the case of any Triggering Event by reason of any willful
action or inaction taken or not taken by or on behalf of the Company with the intention of avoiding
payment of the premium that the Company would have had to pay if the Company then had elected to
redeem the Senior Notes pursuant to the provisions of the Officers’ Certificate relating to
redemption at the option of the Company, an equivalent premium shall also become and be immediately
due and payable to the extent permitted by law upon the redemption of the Senior Notes at the
option of the Holders.




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



     10. Persons Deemed Owners. The registered Holder of a Senior Note may be treated as its owner
for all purposes.



     11. 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 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



5









 




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




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



     13. No Recourse Against Others. No directors, officer, employee, incorporator or stockholder
of the Company or any Subsidiary, as such, will have any liability for any obligations of the
Company or any Subsidiary Guarantor under the Senior Notes, the Indenture, any Subsidiary
Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their
creation. Each holder of Senior Notes by accepting a Senior Note waives and releases all such
liability. The waiver and release are part of the consideration for issuance of the Senior Notes.
The waiver may not be effective to waive liabilities under the federal securities laws.



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



     15. Transfer and Exchange.



          (a) As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Senior Note is registrable in the Security Register, upon surrender of this Senior
Note for registration of transfer at the Corporate Trust Office of The Bank of New York Mellon
Trust Company, N.A. 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 Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Senior Notes of this series of
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 Senior Note for registration of transfer, the Company,
the Trustee and any agent of the Company or the Trustee may treat the Person in






6









 







whose name this Senior Note is registered as the absolute owner hereof for all purposes,
whether or not this Senior Note be overdue, and neither the Company, the Trustee nor any such agent
shall be affected by notice to the contrary.




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



     17. 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 Senior Note which
are defined in the Indenture or the Officers’ Certificate shall have the meanings assigned to them
in the Indenture or the Officers’ Certificate, as applicable, unless otherwise indicated.



     18. Abbreviations. Customary abbreviations may be used in the name of a Holder of Senior
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).



     19. 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
Senior Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to
Holders of Senior Notes. No representation is made as to the accuracy of such numbers either as
printed on the Senior 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 Senior Notes upon written request and without
charge a copy of the Indenture. Requests may be made to:



NV Energy, Inc.

Attn: Chief Financial Officer

P.O. Box 230

6226 W. Sahara Avenue

Las Vegas, Nevada 89146









7









 








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



	 	 	 	 	 
	 	NV Energy, Inc.

 	 
	 	By:  	 	 
	 	 	Dilek L. Samil 	 
	 	 	Senior Vice President, Finance

Chief Financial Officer and Treasurer 	 
	 



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 TRUST COMPANY,
N.A., as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 
















 





SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE***




     The following exchanges of a part of this Global Note for an interest in another Global Note
or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an
interest in this Global Note, have been made:



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Principal	 	 
	 	 	Amount of	 	Amount of	 	Amount of this	 	Signature of
	 	 	decrease in	 	increase in	 	Global Note	 	authorized
	 	 	Principal	 	Principal	 	following such	 	signatory of
	Date of	 	Amount of this	 	Amount of this	 	decrease (or	 	Trustee or Note
	Exchange	 	Global Note	 	Global Note	 	increase)	 	Custodian
	 
	 	 	 	 	 	 	 	 







 




			
	***	 	This should be included only if the Note is issued in global form.




 









 










Assignment Form




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

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 Senior 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 Senior Note)






SIGNATURE GUARANTEE



 




Signatures must
be guaranteed
by an “eligible
guarantor
institution”
meeting the
requirements of
the 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
Registrar in
addition to, or
in substitution
for, STAMP, all
in accordance
with the
Securities
Exchange Act of
1934, as
amended.











 









 








Option of Holder to Elect Purchase




     If you want to elect to have this Senior Note purchased by the Company pursuant to Section
10(iii) (Offer to Purchase upon Change of Control) of the Officers’ Certificate, check the box
below:



o Section 10(iii) (Offer to Purchase

upon Change of Control)




     If you want to elect to have only part of the Senior Note purchased by the Company pursuant to
Section 10(iii) (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 Senior Note)






	 	 	 

	Tax Identification No.:
	 	 






SIGNATURE GUARANTEE




 





Signatures must be guaranteed by an “eligible guarantor
institution” meeting the requirements of the 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 Registrar in addition to, or in substitution for, STAMP,
all in accordance with the Securities Exchange Act of 1934,
as amended.




D-1