exv4wxby



 






Exhibit 4(B)




Form of Series L Notes




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

the Officer’s Certificate]




[Insert the Private Placement Legend, if applicable, pursuant to the provisions of the

Indenture and the Officer’s Certificate]




NEVADA POWER COMPANY




5 7/8% General and
Refunding Mortgage Notes, Series L, due 2015




	 	 	 	 	 
	Original Interest Accrual Date:

	 	November 16, 2004
	 	Redeemable: Yes þ No o
	Stated Maturity:

	 	January 15, 2015
	 	Redemption Date: See Below
	Interest Rate:

	 	5 7/8%
	 	Redemption Price: See Below
	Interest Payment Dates:

	 	January 15 and July 15	 	 
	Record Dates:

	 	January 1 and July 1	 	 






The Security is not a Discount Security



within the meaning of the within-mentioned Indenture.














CUSIP No.                                         




5 7/8% General and Refunding Mortgage Notes, Series L, due 2015




	 	 	 	 	 
	No. R-

	 	$	250,000,000	 






promises to pay to Cede & Co. or registered assigns, the principal sum of $250,000,000 Dollars on
January 15, 2015.




     1. Interest. Nevada Power Company, a Nevada corporation (the “Company”), promises to pay
interest on the principal amount of this Series L Note at
5 7/8% per annum, from November 16, 2004 until maturity and
shall pay the Liquidated Damages payable pursuant to Section 5 of the Registration Rights Agreement
referred to below. The Company shall pay interest and Liquidated Damages, if any, semi-annually in
arrears on January 15 and July 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 Series L Notes
shall accrue from the most recent date to which interest has been paid or, if no interest has been
paid, from Original Interest Accrual Date specified above; provided that if there is no existing
Default in the payment of interest, and if this Series L Note is authenticated between a record
date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date, except in the case of the original issuance
of Series L 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 July 15, 2005.
The Company shall pay interest



 









 





(including postpetition interest in any proceeding under the Bankruptcy Law) on overdue
principal and premium, if any, from time to time on demand at the rate borne on the Series L Notes;
it shall pay interest (including post-petition interest in any proceeding under the Bankruptcy Law)
on overdue installments of interest and Liquidated Damages, if any, (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 Series L Notes (except Defaulted
Interest) and Liquidated Damages to the Persons who are registered Holders of Series L Notes at the
close of business on the January 1 and July 1 next preceding the Interest Payment Date, even if
such Series L Notes are canceled after such record date and on or before such Interest Payment
Date, except as provided in Section 3.07 of the Indenture with respect to Defaulted Interest. The
Series L Notes shall be payable as to principal, premium and Liquidated Damages, if any, 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 and Liquidated Damages may
be made by check mailed to the Holders of Series L Notes at their addresses set forth in the
register of Holders, and provided that payment by wire transfer of immediately available funds
shall be required with respect to principal of, and interest, premium and Liquidated Damages on,
all Global Notes and all other Series L Notes the Holders of which shall have provided wire
transfer instructions to the Company or the Paying Agent. Such payment shall be in such coin or
currency of the United States of America as at the time of payment is legal tender for payment of
public and private debts.



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



     4. 
Indenture; Security. This Series L Note is one of a duly authorized issue of Securities of
the Company, issued and issuable in one or more series under and equally secured by a General and
Refunding Mortgage Indenture, dated as of May 1, 2001 (such Indenture as originally executed and
delivered and as supplemented or amended from time to time thereafter, together with any
constituent instruments establishing the terms of particular Securities, being herein called the
“Indenture”), between the Company and The Bank of New York, Trustee (herein called the “Trustee,”
which term includes any successor Trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a description of the property
mortgaged, pledged and held in trust, the nature and extent of the security and the respective
rights, limitations of rights, duties and immunities of the Company, the Trustee and the Holders of
the Securities thereunder and of the terms and conditions upon which the Securities are, and are to
be, authenticated and delivered and secured. The acceptance of this Series L Note shall be deemed
to constitute the consent and agreement by the Holder hereof to all of the terms and provisions of
the Indenture. This Series L Note is one of the series designated above. The terms of the Series
L Notes include those stated in the Indenture, the Officer’s Certificate dated November 16, 2004
(the “Officer’s Certificate”) and those made part of the Indenture by reference to the Trust
Indenture Act. The Series L Notes are subject to all such terms, and Holders of Series L Notes are
referred to the Indenture and such Act for a



 









 





statement of such terms. To the extent any provision of this Series L Note conflicts with the
express provisions of the Indenture or the Officer’s Certificate, the provisions of the Indenture
and the Officer’s Certificate shall govern and be controlling. The Series L Notes are general
obligations of the Company initially limited to $250,000,000 aggregate principal amount in the case
of Series L Notes issued on the Issue Date.




     All Outstanding Securities, including the Series L Notes, issued under the Indenture are
secured by the lien of the Indenture on the properties of the Company described in the Indenture.
The lien of the Indenture is junior, subject and subordinate to the prior lien of the Indenture of
Mortgage dated as of October 1, 1953 between the Company and Deutsche Bank Trust Company Americas,
as trustee.



     5. Optional Redemption.



          (a) The Company may redeem the notes at any time, either in whole or in part at a redemption
price equal to the greater of (1) 100% of the principal amount of the Series L Notes being redeemed
and (2) the sum of the present values of the remaining scheduled payments of principal and interest
on the Series L Notes being redeemed (excluding the portion of any such interest accrued to the
date of redemption) discounted (for purposes of determining present value) to the redemption date
on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate (as defined below) plus 50 basis points, plus, in each case, accrued interest thereon to the
date of redemption.




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




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




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




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



 









 






     “Reference Treasury Dealer Quotation” means, with respect to the Reference Treasury
Dealer and any redemption date, the average, as determined by the Independent Investment
Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each
case as a percentage of its principal amount) quoted in writing to the Independent
Investment Banker by such Reference Treasury Dealer at or before 5:00 p.m., New York City
time, on the third business day preceding such redemption date.




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



          (b) Notwithstanding the foregoing, at any time or from time to time on or prior to January 15,
2008, the Company may on any one or more occasions redeem up to 35% of the aggregate principal
amount of Series L Notes at a Redemption Price of 105 7/8% of
the principal amount thereof, plus accrued and unpaid interest, if any, and Liquidated Damages
thereon, if any, to the Redemption Date, with the net cash proceeds of any public or private
offerings of its Equity Interests or capital contribution to the Company’s equity made with net
cash proceeds of an offering by Sierra Pacific Resources; provided that at least 65% of the
aggregate principal amount of Series L Notes remain outstanding immediately after each occurrence
of such redemption excluding Series L Notes held by the Company and its Subsidiaries; and provided,
further, that each such redemption shall occur within 120 days of the date of the closing of such
offering.




     6. Notice of Optional Redemption. Notice of optional redemption shall be mailed at least 30
days but not more than 60 days before the Redemption Date to each Holder whose Series L Notes are
to be redeemed at its registered address. Series L Notes in denominations larger than $1,000 may
be redeemed in part but only in whole multiples of $1,000, unless all of the Series L Notes held by
a Holder are to be redeemed. On and after the redemption date, interest and Liquidated Damages, if
any, cease to accrue on Series L Notes or portions thereof called for redemption.



     7. Mandatory Redemption.



          (a) Other than in connection with clause (b) below or in connection with a redemption at the
option of the Holders of the Series L Notes, the Company shall not be required to make mandatory
redemption or sinking fund payments with respect to the Series L Notes.




          (b) Upon the occurrence of the events described below in clauses (1) or (2) of this paragraph
7(b), the Company shall be required to redeem the Series L Notes immediately, at a Redemption Price
equal to 100% of the aggregate principal amount of the Series L Notes plus accrued and unpaid
interest and Liquidated Damages, if any, on the Series L Notes to the date of





 









 








redemption, without further action or notice on the part of the Trustee or the Holders of the
Series L Notes:




	 	 	 
	the Company or any of its Subsidiaries that is a Significant
Subsidiary or any group of 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)  	admits in writing of its inability to pay its
debts generally as they become due; or

	 	 	 

	 	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
Subsidiaries that is a Significant Subsidiary or any group of
Subsidiaries that, taken as a whole, would constitute a Significant
Subsidiary in an involuntary case;

	 	 	 

	 	(II)  	appoints a custodian of the Company or any of
its Subsidiaries that is a Significant Subsidiary or any group of
Subsidiaries that, taken as a whole, would constitute a Significant
Subsidiary or for all or substantially all of the property of the
Company or any of its Subsidiaries that is a Significant Subsidiary or
any group of Subsidiaries that, taken as a whole, would constitute a
Significant Subsidiary; or

	 	 	 

	 	(III)  	orders the liquidation of the Company or any
of its Subsidiaries that is a Significant Subsidiary or any group of
Restricted Subsidiaries that, taken as a whole, would constitute a
Significant Subsidiary;

	 	 	 

	and the order or decree remains unstayed and in effect for 60 consecutive
days.







     8. Redemption at the Option of Holders. Upon the occurrence of any of the following
Triggering Events: (a) failure for 30 days to pay when due interest on, or Liquidated Damages with
respect to, the Series L Notes; (b) failure to pay when due the principal of, or premium, if any,
on the Series L Notes; (c) failure by the Company or any of its Restricted



 









 





Subsidiaries to comply with the provisions described in Section 1(u)(i), 1(u)(ii) or 1(u)(vi)
of the Officer’s Certificate; (d) failure by the Company or any of its Restricted Subsidiaries for
30 days after notice to comply with the provisions described in Section 1(h)(iii) or (iv) of the
Officer’s Certificate; (e) failure by the Company or any of its Restricted Subsidiaries for 60 days
after notice to comply with any of the other agreements in the Officer’s Certificate or the Series
L Notes; (f) 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 Series L 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 or the maturity of which has
been so accelerated, aggregates $15.0 million or more; (g) failure by the Company or any of its
Subsidiaries to pay final judgments aggregating in excess of $15.0 million, which judgments are not
paid, discharged or stayed for a period of 60 days; or (h) an event of default under the First
Mortgage Indenture (other than any such matured event of default which (i) is of similar kind or
character to the Triggering Event described in (c) or (e) above and (ii) has not resulted in the
acceleration of the securities outstanding under the First Mortgage Indenture); provided, however,
that, anything in the Officer’s Certificate to the contrary notwithstanding, the waiver or cure of
such event of default under the First Mortgage Indenture and the rescission and annulment of the
consequences thereof under the First Mortgage Indenture shall constitute a cure of the
corresponding Triggering Event and a rescission and annulment of the consequences thereof, the
Holders of at least 25% in principal amount of the Series L Notes then Outstanding may deliver a
notice to the Company requiring the Company to redeem the Series L Notes immediately at a
Redemption Price equal to 100% of the aggregate principal amount of the Series L Notes plus accrued
and unpaid interest and Liquidated Damages, if any, on the Series L Notes to the Redemption Date.
The Holders of a majority in aggregate principal amount of the Series L Notes then Outstanding by
notice to the Company and the Trustee may on behalf of the Holders of all of the Series L Notes
waive any existing Triggering Event and its consequences except a continuing Triggering Event
related to the payment of interest or Liquidated Damages on, or the principal of, the Series L
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 Series L Notes
pursuant to the provisions of Section 1(g)(i) or, prior to January 15, 2008 Section 1(g)(ii) of the
Officer’s Certificate relating to redemption at the option of the Company, an equivalent premium
equal to the premium payable under Section 1(g)(i) or, prior to January 15, 2008, Section 1(g)(ii),
whichever is greater, shall also become and b
e immediately due and payable to the extent permitted
by law upon the redemption of the Series L Notes at the option of the Holders thereof.




     9. Denominations, Transfer, Exchange. The Series L Notes are in registered form without
coupons in denominations of $1,000 and integral multiples of $1,000. The transfer of Series L
Notes may be registered and Series L Notes may be exchanged as provided in the



 










 





Indenture and the Officer’s Certificate. The Security Registrar and the Trustee may require a
Holder of Series L Notes, among other things, to furnish appropriate endorsements and transfer
documents and the Company may require a Holder of Series L Notes to pay any taxes and fees required
by law or permitted by the Indenture. The Company need not exchange or register the transfer of
any Series L Note or portion of a Series L Note selected for redemption, except for the unredeemed
portion of any Series L Note being redeemed in part. Also, the Company need not exchange or
register the transfer of any Series L Notes for a period of 15 days before a selection of Series L
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 Series L 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 Holders of a majority in
aggregate principal amount of the Outstanding Securities of all Tranches so directly affected,
considered as one class, shall be required; and provided, further, that the Indenture permits the
Trustee to enter into one or more supplemental indentures for limited purposes without the consent
of any Holders of Securities. The Indenture also contains provisions permitting the Holders of a
majority in principal amount of the Securities then Outstanding, on behalf of the Holders of all
Securities, to waive compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder
of this Series L Note shall be conclusive and binding upon such Holder and upon all future Holders
of this Series L Note and of any Series L Note issued upon the registration of transfer hereof or
in exchange therefor or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Series L Note.



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



     13. No Recourse Against Others. As provided in the Indenture, no recourse shall be had for
the payment of the principal of or premium, if any, or interest on any Securities, or any part
thereof, or for any claim based thereon or otherwise in respect thereof, or of the indebtedness
represented thereby, or upon any obligation, covenant or agreement under the Indenture, against,
and no personal liability whatsoever shall attach to, or be incurred by, any



 









 





incorporator, stockholder, officer or director, as such, past, present or future of the
Company or of any predecessor or successor corporation (either directly or through the Company or a
predecessor or successor corporation), whether by virtue of any constitutional provision, statute
or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly
agreed and understood that the Indenture and all the Securities are solely corporate obligations
and that any such personal liability is hereby expressly waived and released as a condition of, and
as part of the consideration for, the execution of the Indenture and the issuance of the
Securities.




     14. Authentication. Unless the certificate of authentication hereon has been executed by the
Trustee or an Authenticating Agent by manual signature, this Series L 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 Series L Note is registrable in the Security Register, upon surrender of this
Series L Note for registration of transfer at the Corporate Trust Office of The Bank of New York in
New York, New York or such other office or agency as may be designated by the Company from time to
time, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to
the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Series L 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 Series L Note for registration of transfer, the Company,
the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this
Series L Note is registered as the absolute owner hereof for all purposes, whether or not this
Series L 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 Series L 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 Series L Note
which are defined in the Indenture or the Officer’s Certificate shall have the meanings assigned to
them in the Indenture or the Officer’s Certificate, as applicable, unless otherwise indicated.



     18. 
Abbreviations. Customary abbreviations may be used in the name of a Holder of Series L
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. 
Additional Rights of Holders of Restricted Global Notes and Restricted Definitive Notes.
In addition to the rights provided to Holders of Series L Notes under the Indenture, Holders of
Restricted Global Notes and Restricted Definitive Notes shall have all the rights set forth in the
Registration Rights Agreement dated as of November 16, 2004 between Nevada Power Company and the
parties named on the signature pages thereof (the “Registration Rights Agreement”).



     20. 
CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the
Series L Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to
Holders of Series L Notes. No representation is made as to the accuracy of such numbers either as
printed on the Series L Notes or as contained in any notice of redemption and reliance may be
placed only on the other identification numbers placed thereon.



     The Company shall furnish to any Holder of Series L Notes upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement. Requests may be made to:



Nevada Power Company



P.O. Box 230



6226 W. Sahara Avenue



Las Vegas, Nevada 89146



Attention: Chief Financial Officer




 









 








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


	 	 	 	 	 
	 	NEVADA POWER COMPANY

 	 
	 	By:  	 
 	 
	 	 	Michael W. Yackira 	 
	 	 	Executive Vice President and
Chief Financial Officer 	 
	 




CERTIFICATE OF AUTHENTICATION




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




Dated: November ___, 2004



	 	 	 	 	 
	 	THE BANK OF NEW YORK, 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 Series L Note, fill in the form below: (I) or (we) assign and

transfer this Series L Note to




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

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







	 	 	 
	and irrevocably appoint

	 
	to transfer this
Series L Note on the books of the Company. The agent may substitute another to act for him.
	 
	 






	 	 	 
	Date:
	 
	Your Signature:

	 
	

	(Sign exactly as your name appears on the face of this Series L Note)






	 	 	 
	SIGNATURE GUARANTEE

	 
	 	 
	 
	 
	 	 
	

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






 









 






Option of Holder to Elect Purchase




     If you want to elect to have this Series L Note purchased by the Company pursuant to Section
1(h)(iii) (Offer to Purchase upon Change of Control) or 1(h)(iv) (Offer to Purchase Upon
Application of Excess Proceeds) of the Officer’s Certificate, check the box below:



	 	 	 	 	 	 	 
	o

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

	 	Section 1(h)(iv) (Offer
to Purchase Upon Application of
Excess Proceeds)






     If you want to elect to have only part of the Series L Note purchased by the Company pursuant
to Section 1(h)(iii) (Offer to Purchase upon Change of Control) or 1(h)(iv) (Offer to Purchase Upon
Application of Excess Proceeds) of the Indenture, state the amount you elect to have purchased:



     $                                                            



	 	 	 
	Date:
	 	 
	 
	 	 
	Your Signature:

	 
	

	(Sign exactly as your name appears on the face of the Series L Note)






	 	 	 
	Tax Identification No.:

	 






SIGNATURE GUARANTEE




	 	 	 
	 
	 	 
	 
	 
	 	 
	 

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