EXHIBIT
10.3
SECOND AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT
THIS SECOND
AMENDMENT (this " Agreement ") is made and entered into as
of this 25th day of November, 2008, with an effective date as set
forth in Section 3 hereof, by and among SIERRA PACIFIC 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 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 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) The
definition of " Letter of Credit " contained in Section 1.1
of the Credit Agreement is hereby amended and restated in its
entirety as follows:
"" Letter of
Credit " means (a) a standby letter of credit issued (or,
pursuant to Section 4.2(d) deemed issued) by an Issuing Bank
pursuant to Section 4.2 (including any Existing Letters of Credit)
and (b) an irrevocable direct pay letter of credit issued by an
Issuing Bank pursuant to Section 4.2, which shall be on terms and
subject to conditions agreed to from time to time between the
Borrower and any Issuing Bank, in each case as any such letter of
credit may be from time to time amended, modified or extended in
accordance with the terms of this Agreement and the related Issuing
Bank Agreement."
(b) Section
2.2(c) of the Credit Agreement is hereby amended by inserting the
phrase "or such other percent per annum as agreed to from time to
time by the Borrower and any Issuing Bank, but in no event
exceeding .250 percent per annum" immediately before the "." at the
end of the first sentence of such Section.
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 and each
Issuing Bank pursuant to Section 11.1 of the Credit
Agreement.
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 Agre
