exhibit10-3.htm


    EXHIBIT 10.3

    
 

    THIRD AMENDMENT TO SECOND
AMENDED AND RESTATED CREDIT AGREEMENT

     

    THIS THIRD AMENDMENT (this "Agreement") is made
and entered into as of this 11th day of December, 2008, with an effective date
as set forth in Section 3 hereof, by and among NEVADA POWER COMPANY (d/b/a NV
Energy), a Nevada corporation (the "Borrower"), the
lenders party to the Credit Agreement referred to below (the “Lenders”) that have
executed a Lender Authorization in the form set forth as Exhibit A attached
hereto, and WACHOVIA BANK, NATIONAL ASSOCIATION, as administrative agent for the
Lenders (in such capacity, the “Administrative
Agent”).

     

    Statement of
Purpose

     

    The Lenders agreed to extend certain
credit facilities to the Borrower pursuant to the Second Amended and Restated
Credit Agreement, dated as of November 4, 2005 (as amended, modified and
supplemented by that certain Amendment and Consent dated as of April 19, 2006
and that certain Second Amendment dated as of November 25, 2008, and as further
amended, restated, supplemented or otherwise modified from time to time, the
"Credit
Agreement"), by and among the Borrower, the Lenders and the
Administrative Agent.

     

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

     

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

     

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

     

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

     

    (a)           Section
8.2(a)(ii) of the Credit Agreement is hereby amended by deleting the word "and"
following clause (L), replacing the "." following clause (M) with "; and" and
inserting the following clause (N) to the end of such Section:

     

    "(N)           the
incurrence by the Borrower or any Subsidiary of additional Indebtedness in an
aggregate principal amount not to exceed $150,000,000 at any time outstanding,
issued on terms and subject to conditions reasonably satisfactory to the
Administrative Agent, and so long as such Indebtedness has a final maturity date
occurring at least 364 days following the issuance thereof."

     

    (b)           Section
8.2(b)(x) of the Credit Agreement is hereby amended and restated in its entirety
as follows:

     

    “(x)           Liens
to secure Indebtedness permitted pursuant to clauses (F), (K), (L), (M) or (N)
of Section 8.2(a)(ii);".

     

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

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

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

    


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

    


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

    


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

    


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

     

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

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
 

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

     

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

     

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

     

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

     

    [Signature
Pages Follow]

     

    


    
      
        
          
            


            CHL:11055.1

          

           


        

        
          3

          
            

          

        

        
           


        

      

    

    


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

    


    


    NEVADA POWER COMPANY (d/b/a NV
Energy), as Borrower

    


    


    By:
___________________________________________

    Name:

    Title:

    


    


    


    


    


    


    


    


    


    
      
        
          
            [Second
Amendment to Second Amended and Restated Credit Agreement – Nevada Power
Company]

            CHL:11055.1 

          

           


        

        
          4

          
            

          

        

        
           


        

      

    

    


    WACHOVIA BANK, NATIONAL
ASSOCIATION,

    
      	
               
      

            	
              as
      Administrative Agent and Lender

            


    

    


    


    By: ________________________________________                                                                          

    Name:

    Title:

    


    


    


    


    
      
        
          
            [Third
Amendment to Second Amended and Restated Credit Agreement – Nevada Power
Company]

            


            CHL:11055.1 

          

           


        

        
          5

          
            

          

        

        
           


        

      

    

    


    Exhibit
A

    


    Form of Lender
Authorization

    


    


    
      
        
          
            


            CHL:11055.1 

          

           


        

        
          6

          
            

          

        

        
           


        

      

    

    


    LENDER
AUTHORIZATION

    


    Nevada
Power Company (d/b/a NV Energy)

    Second
Amended and Restated Credit Agreement

    


    


    [           ]
__, 2008

    


    


    Wachovia
Bank, National Association

    1525 West
W.T. Harris Blvd.

    Charlotte,
North Carolina 28262

    
      	
               
      

            	
              Attention:  Syndication
      Agency Services

            


    

    


    


    
      	
               
      

            	
              Re:

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

            


    

    


    


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

    


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

    
 

    
 

    
 

    
                                                                                               
_________________________________________

    [Insert name of applicable financial
institution]

    


    By: _____________________________________                                                               

    Name:  __________________________________

    Title:    __________________________________

    


    


    
      
        
          
            [Third
Amendment to Second Amended and Restated Credit Agreement – Nevada Power
Company]

            


            CHL:11055.1 

          

           


        

        
          7