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                                                                     Exhibit 4.2

                                   ----------

                          REGISTRATION RIGHTS AGREEMENT

                               DATED JUNE 26, 2006

                                      AMONG

                              NEVADA POWER COMPANY

                                       AND

                          DEUTSCHE BANK SECURITIES INC.

                                       AND

                              GOLDMAN, SACHS & CO.,

                            AS REPRESENTATIVES OF THE

                               INITIAL PURCHASERS

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                          REGISTRATION RIGHTS AGREEMENT

          This Registration Rights Agreement (the "Agreement") is made and
entered into this 26th day of June, 2006, by and between Nevada Power Company, a
Nevada corporation (the "Company"), and Deutsche Bank Securities Inc. and
Goldman, Sachs & Co., as representatives (the "Representatives") of the Initial
Purchasers (the "Initial Purchasers"), as contemplated by the Purchase
Agreement, dated June 21, 2006 (the "Purchase Agreement"), by and between the
Company and the Initial Purchasers, which provides for the sale by the Company
to the Initial Purchasers of an aggregate of $75,000,000 in principal amount of
the Company's 6.50% General and Refunding Mortgage Notes, Series O, due 2018
(the "Securities"). In order to induce the Initial Purchasers to enter into the
Purchase Agreement, the Company has agreed to provide the registration rights
set forth in this Agreement. The execution of this Agreement is a condition to
the closing under the Purchase Agreement.

          The Company agrees with the Representatives, for the benefit of the
Initial Purchasers and for the benefit of the beneficial owners (including the
Initial Purchasers) from time to time of the Registrable Securities (as
hereinafter defined), as follows:

          1. Definitions.

          As used in this Agreement, the following terms shall have the
following meanings:

          "1933 Act" means the Securities Act of 1933, as amended from time to
time.

          "1934 Act" means the Securities Exchange Act of l934, as amended from
time to time.

          "Closing Date" means the Closing Time as defined in the Purchase
Agreement.

          "Company" has the meaning set forth in the preamble and shall also
include the Company's successors.

          "Depositary" means The Depository Trust Company, or any other
depositary appointed by the Company; provided, however, that such depositary
must have an address in the Borough of Manhattan, in the City of New York.

          "Exchange Offer" means the exchange offer by the Company of Exchange
Securities for Registrable Securities pursuant to Section 2.1 hereof.

          "Exchange Offer Registration" means a registration under the 1933 Act
effected pursuant to Section 2.1 hereof.


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          "Exchange Offer Registration Statement" means an exchange offer
registration statement on Form S-4 (or, if applicable, on another appropriate
form), and all amendments and supplements to such registration statement,
including the Prospectus contained therein, all exhibits thereto and all
documents incorporated by reference therein.

          "Exchange Period" has the meaning set forth in Section 2.1 hereof.

          "Exchange Securities" means the notes issued by the Company under the
Indenture containing terms identical to the Securities in all material respects
(except for references to provisions relating to liquidated damages,
restrictions on transfers and restrictive legends), to be offered to Holders of
Securities in exchange for Registrable Securities pursuant to the Exchange
Offer.

          "Holder" means an Initial Purchaser, for so long as it owns any
Registrable Securities, and any other beneficial owner of Registrable
Securities.

          "Indenture" means the General and Refunding Mortgage Indenture, dated
as of May 1, 2001, between the Company and the Trustee, as amended and
supplemented from time to time in accordance with the terms thereof.

          "Initial Purchaser" or "Initial Purchasers" has the meaning set forth
in the preamble.

          "Majority Holders" means the Holders of a majority in aggregate
principal amount of Outstanding (as defined in the Indenture) Registrable
Securities; provided, however, that whenever the consent or approval of Holders
of a specified percentage of Registrable Securities is required hereunder,
Registrable Securities held by the Company and other obligors on the Securities
or any Affiliate (as defined in the Indenture) of the Company or of such other
obligor (unless the Company, such obligor or such Affiliate owns all Registrable
Securities then Outstanding) shall be disregarded in determining whether such
consent or approval was given by the Holders of such required percentage.

          "Participating Broker-Dealer" means any of the Initial Purchasers and
any other broker-dealer which makes a market in the Securities and exchanges
Registrable Securities in the Exchange Offer for Exchange Securities.

          "Person" means an individual, partnership (general or limited),
corporation, limited liability company, trust or unincorporated organization, or
a government or agency or political subdivision thereof.

          "Private Exchange" has the meaning set forth in Section 2.1 hereof.

          "Private Exchange Securities" has the meaning set forth in Section 2.1
hereof.

          "Prospectus" means the prospectus included in a Registration
Statement, including, without limitation, a prospectus that discloses
information previously omitted


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from a prospectus filed as part of an effective registration statement in
reliance upon Rule 415 under the 1933 Act), as amended or supplemented,
including all documents incorporated by reference therein.

          "Purchase Agreement" has the meaning set forth in the preamble.

          "Registrable Securities" means the Securities and, if issued, the
Private Exchange Securities; provided, however, that Securities and, if issued,
the Private Exchange Securities, shall cease to be Registrable Securities when
(i) (except in the case of Securities purchased from the Company and continued
to be held by the Initial Purchasers) the Exchange Offer is consummated, (ii) a
Registration Statement with respect to such Securities shall have been declared
effective under the 1933 Act and such Securities shall have been disposed of
pursuant to such Registration Statement, (iii) such Securities have been sold to
the public pursuant to Rule 144 under the 1933 Act, (iv) the applicable holding
period under rule 144(k) under the 1933 Act shall have expired or (v) such
Securities shall have ceased to be outstanding.

          "Registration Expenses" means any and all expenses incident to
performance of or compliance by the Company with this Agreement, including,
without limitation: (i) all SEC, stock exchange or National Association of
Securities Dealers, Inc. (the "NASD") registration and filing fees, including,
if applicable, the fees and expenses of any "qualified independent underwriter"
(and its counsel) that is required to be retained by any holder of Registrable
Securities in accordance with the rules and regulations of the NASD, (ii) all
fees and expenses incurred in connection with compliance with state securities
or blue sky laws (including reasonable fees and disbursements of counsel for any
underwriters or Holders in connection with blue sky qualification of any of the
Exchange Securities or Registrable Securities), (iii) all printing and other
expenses in preparing, and distributing any Registration Statement, any
Prospectus, any amendments or supplements thereto, any underwriting agreements,
securities sales agreements and other documents relating to the performance of
and compliance with this Agreement, (iv) all rating agency fees, (v) all fees
and disbursements of counsel for the Company and of the independent public
accountants of the Company, (vi) the fees and expenses of the Trustee and its
counsel (vii) the reasonable fees and expenses, if any, of the Initial
Purchasers in connection with the Exchange Offer, including the reasonable fees
and expenses, if any, of not more than one counsel to the Initial Purchasers in
connection therewith, which shall be Dewey Ballantine LLP, (viii) the reasonable
fees and disbursements of not more than one counsel representing the Holders of
Registrable Securities which shall be Dewey Ballantine LLP, unless another firm
shall be chosen by the Majority Holders and identified to the Company and (ix)
any fees and disbursements of the underwriters customarily required to be paid
by issuers or sellers of securities, but excluding underwriting discounts and
commissions and transfer taxes, if any, relating to the sale or disposition of
Registrable Securities by a Holder.

          "Registration Statement" means any registration statement of the
Company which covers any of the Exchange Securities or Registrable Securities
pursuant to the provisions of this Agreement, and all amendments and supplements
to any such


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Registration Statement, including post-effective amendments, in each case
including the Prospectus contained therein, all exhibits thereto and all
documents incorporated by reference therein.

          "SEC" means the Securities and Exchange Commission or any successor
agency or government body performing the functions currently performed by the
United States Securities and Exchange Commission.

          "Securities" has the meaning set forth in the preamble.

          "Shelf Registration" means a registration effected pursuant to Section
2.2 hereof.

          "Shelf Registration Statement" means a "shelf" registration statement
of the Company pursuant to the provisions of Section 2.2 of this Agreement which
covers all of the Registrable Securities or all of the Private Exchange
Securities on an appropriate form under Rule 415 under the 1933 Act, or any
similar rule that may be adopted by the SEC, and all amendments and supplements
to such registration statement, including post-effective amendments, in each
case including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.

          "TIA" means the Trust Indenture Act of 1939, as amended from time to
time.

          "Trustee" means the trustee with respect to the Securities under the
Indenture.

          2. Registration Under the 1933 Act.

          2.1 Exchange Offer. The Company shall, for the benefit of the Holders,
at the Company's cost,

                    (A) prepare and, as soon as reasonably practicable but not
     later than the 180th day after the Closing Date, file with the SEC an
     Exchange Offer Registration Statement on an appropriate form under the 1933
     Act with respect to a proposed Exchange Offer and the issuance and delivery
     to the Holders, in exchange for the Registrable Securities (other than
     Private Exchange Securities), of a like principal amount of Exchange
     Securities,

                    (B) use all commercially reasonable efforts to cause the
     Exchange Offer Registration Statement to be declared effective under the
     1933 Act on or prior to the 270th day after the Closing Date,

                    (C) to commence the Exchange Offer as promptly as reasonably
     practicable after the effective date of the Exchange Offer Registration
     Statement,


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                    (D) use all commercially reasonable efforts to keep the
     Exchange Offer Registration Statement effective until the closing of the
     Exchange Offer, and

                    (E) use all commercially reasonable efforts to cause the
     Exchange Offer to be consummated not later than the 40th day after such
     effective date. It is the objective of the Exchange Offer to enable each
     Holder eligible and electing to exchange Registrable Securities for
     Exchange Securities (assuming that such Holder (a) is not an affiliate of
     the Company within the meaning of Rule 405 under the 1933 Act, (b) is not a
     broker-dealer tendering Registrable Securities acquired directly from the
     Company for its own account, (c) acquired the Exchange Securities in the
     ordinary course of such Holder's business and (d) has no arrangements or
     understandings with any Person to participate in the Exchange Offer for the
     purpose of distributing the Exchange Securities) to transfer such Exchange
     Securities from and after their receipt without any limitations or
     restrictions under the 1933 Act or under state securities or blue sky laws.

          In connection with the Exchange Offer, the Company shall:

               (a) mail as promptly as reasonably practicable to each Holder a
     copy of the Prospectus forming part of the Exchange Offer Registration
     Statement, together with an appropriate letter of transmittal and related
     documents;

               (b) keep the Exchange Offer open for acceptance for a period of
     not less than 30 calendar days after the date notice thereof is mailed to
     the Holders (or longer if required by applicable law) (such period referred
     to herein as the "Exchange Period");

               (c) utilize the services of the Depositary for the Exchange
     Offer;

               (d) permit Holders to withdraw tendered Registrable Securities at
     any time prior to 5:00 p.m. (Eastern Time), on the last business day of the
     Exchange Period, by sending to the institution specified in the notice, a
     telegram, telex, facsimile transmission or letter setting forth the name of
     such Holder, the principal amount of Registrable Securities delivered for
     exchange, and a statement that such Holder is withdrawing such Holder's
     election to have such Securities exchanged;

               (e) notify each Holder that any Registrable Security not tendered
     will remain Outstanding and continue to accrue interest, but will not
     retain any rights under this Agreement (except in the case of the Initial
     Purchasers and Participating Broker-Dealers, as provided herein); and

               (f) otherwise comply in all respects with all applicable laws
     relating to the Exchange Offer.


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          If, prior to consummation of the Exchange Offer, the Initial
Purchasers hold any Securities acquired by them and having the status of an
unsold allotment in the initial distribution, the Company upon the request of
any Initial Purchaser shall, simultaneously with the delivery of the Exchange
Securities in the Exchange Offer, issue and deliver to such Initial Purchaser in
exchange (the "Private Exchange") for the Securities held by such Initial
Purchaser, a like principal amount of debt securities (the "Private Exchange
Securities") of the Company issued under the Indenture and identical (except
that such securities shall bear appropriate transfer restrictions) to the
Exchange Securities.

          The Company shall use all commercially reasonable efforts to have the
Private Exchange Securities bear the same CUSIP number as the Exchange
Securities; provided, however, that the Company shall not have any liability
under this Agreement solely as a result of the Private Exchange Securities not
bearing the same CUSIP number as the Exchange Securities.

          As soon as practicable after the consummation of the Exchange Offer
and/or the Private Exchange, as the case may be, the Company shall:

                    (ii) accept for exchange all Registrable Securities duly
          tendered and not validly withdrawn pursuant to the Exchange Offer in
          accordance with the terms of the Exchange Offer Registration Statement
          and the letter of transmittal which shall be an exhibit thereto;

                    (iii) accept for exchange all Securities properly tendered
          pursuant to the Private Exchange;

                    (iv) deliver to the Trustee for cancellation all Registrable
          Securities so accepted for exchange; and

                    (v) cause the Trustee promptly to authenticate and deliver
          Exchange Securities or Private Exchange Securities, as the case may
          be, to each Holder of Registrable Securities so accepted for exchange
          in a principal amount equal to the principal amount of the Registrable
          Securities of such Holder so accepted for exchange.

          Interest on each Exchange Security and Private Exchange Security will
accrue from the last date on which interest was paid on the Registrable
Securities surrendered in exchange therefor or, if no interest has been paid on
the Registrable Securities, from the date as of which interest on such
Registrable Securities commenced to accrue, all as provided in the Indenture.
The Exchange Offer and the Private Exchange shall not be subject to any
conditions, other than the following:

                    (i) the Exchange Offer or the Private Exchange, or the
          making of any exchange by a Holder, shall not be in violation of
          applicable law or any applicable interpretation of the staff of the
          SEC,


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                    (ii) the Registrable Securities to be exchanged shall have
          been duly tendered in accordance with the Exchange Offer and the
          Private Exchange,

                    (iii) each Holder of Registrable Securities to be exchanged
          in the Exchange Offer shall have represented that all Exchange
          Securities to be received by it shall be acquired in the ordinary
          course of its business and that at the time of the consummation of the
          Exchange Offer it shall have no arrangement or understanding with any
          person to participate in the distribution (within the meaning of the
          1933 Act) of the Exchange Securities and shall have made such other
          representations as may be reasonably necessary under applicable SEC
          rules, regulations or interpretations to render the use of Form S-4 or
          other appropriate form under the 1933 Act available, and

                    (iv) no action or proceeding shall have been instituted or
          threatened in any court or by or before any governmental agency with
          respect to the Exchange Offer or the Private Exchange which, in the
          Company's judgment, would reasonably be expected to impair the ability
          of the Company to proceed with the Exchange Offer or the Private
          Exchange. The Company shall inform the Initial Purchasers of the names
          and addresses of the Holders to whom the Exchange Offer is made, and
          the Initial Purchasers shall have the right (but shall have no
          obligation hereunder) to contact such Holders and otherwise facilitate
          the tender of Registrable Securities in the Exchange Offer.

          2.2 Shelf Registration. (i) If, because of any changes in law, SEC
rules or regulations or applicable interpretations thereof by the staff of the
SEC, the Company is not permitted to effect the Exchange Offer as contemplated
by Section 2.1 hereof, (ii) if for any other reason the Exchange Offer
Registration Statement is not declared effective on or prior to the 270th day
after the Closing Date or the Exchange Offer is not consummated on or prior to
the 40th day after the effective date of the Exchange Offer Registration
Statement, or (iii) if any Holder is not permitted to participate in the
Exchange Offer or does not receive fully tradeable Exchange Securities pursuant
to the Exchange Offer, then in case of each of clauses (i) through (iii) the
Company shall, at its cost:

               (a) File with the SEC, as promptly as reasonably practicable but
     no later than the 30th day after such filing obligation arises, a Shelf
     Registration Statement relating to the offer and sale of the Registrable
     Securities by the Holders from time to time in accordance with the methods
     of distribution elected by the Holders participating in the Shelf
     Registration and set forth in such Shelf Registration Statement, and shall
     use all commercially reasonable efforts to cause the Shelf Registration
     Statement to be declared effective as promptly as reasonably practicable
     but no later than the 90th day after the filing thereof.


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               (b) Use all commercially reasonable efforts to keep the Shelf
     Registration Statement continuously effective in order to permit the
     Prospectus forming part thereof to be usable by Holders for a period of two
     years from the date the Shelf Registration Statement is declared effective
     by the SEC, or for such shorter period as will terminate when all
     Registrable Securities covered by the Shelf Registration Statement have
     been sold pursuant to the Shelf Registration Statement or cease to be
     Outstanding or otherwise to be Registrable Securities (the "Effectiveness
     Period"); provided, however, that the Effectiveness Period in respect of
     the Shelf Registration Statement shall be extended to the extent required
     to permit dealers to comply with the applicable prospectus delivery
     requirements of Rule 174 under the 1933 Act and as otherwise provided
     herein.

               (c) Notwithstanding any other provisions hereof, use its best
     efforts to ensure that (i) any Shelf Registration Statement and any
     amendment thereto and any Prospectus forming part thereof and any
     supplement thereto complies in all material respects with the 1933 Act and
     the rules and regulations thereunder, (ii) any Shelf Registration Statement
     and any amendment thereto does not, when it becomes effective, contain an
     untrue statement of a material fact or omit to state a material fact
     required to be stated therein or necessary to make the statements therein
     not misleading and (iii) any Prospectus forming part of any Shelf
     Registration Statement, and any supplement to such Prospectus (as amended
     or supplemented from time to time), does not include an untrue statement of
     a material fact or omit to state a material fact necessary in order to make
     the statements, in light of the circumstances under which they were made,
     not misleading.

          The Company shall not permit any securities other than Registrable
Securities to be included in the Shelf Registration Statement. The Company
further agrees, if necessary, to supplement or amend the Shelf Registration
Statement, as required by Section 3(b) below, and to furnish to the Holders of
Registrable Securities copies of any such supplement or amendment promptly after
its being used or filed with the SEC.

          2.3 Expenses. The Company shall pay all Registration Expenses in
connection with the registration pursuant to Section 2.1 or 2.2. Each Holder
shall pay all underwriting discounts and commissions and transfer taxes, if any,
relating to the sale or disposition of such Holder's Registrable Securities
pursuant to the Shelf Registration Statement.

          2.4 Effectiveness. (a) The Company will be deemed not to have used all
commercially reasonable efforts to cause the Exchange Offer Registration
Statement or the Shelf Registration Statement, as the case may be, to become, or
to remain, effective during the requisite period if the Company voluntarily
takes any action that would, or omits to take any action the omission of which
would, result in any such Registration Statement not being declared effective or
in the Holders of Registrable Securities covered thereby not being able to
exchange or offer and sell such Registrable


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Securities during that period as and to the extent contemplated hereby, unless
such action is required or prohibited, as the case may be, by applicable law.

          (b) An Exchange Offer Registration Statement pursuant to Section 2.1
hereof or a Shelf Registration Statement pursuant to Section 2.2 hereof will not
be deemed to have become effective unless it has been declared effective by the
SEC; provided, however, that if, after it has been declared effective, the
offering of Registrable Securities pursuant to an Exchange Offer Registration
Statement or a Shelf Registration Statement is interfered with by any stop
order, injunction or other order or requirement of the SEC or any other
governmental agency or court, such Registration Statement will be deemed not to
have become effective during the period of such interference, until the offering
of Registrable Securities pursuant to such Registration Statement may legally
resume.

          2.5 Liquidated Damages. In the event that either (a) the Exchange
Offer Registration Statement is not filed with the SEC at or prior to the
deadline therefor specified in Section 2.1, (b) the Exchange Offer Registration
Statement has not been declared effective at or prior to the deadline therefor
specified in Section 2.1, (c) the Exchange Offer is not consummated at or prior
to the deadline therefor specified in Section 2.1, (d) the Shelf Registration
Statement is not filed with the SEC at or prior to the deadline therefor
specified in Section 2.2 or (e) the Shelf Registration Statement has not been
declared effective at or prior to the deadline therefor specified in Section 2.2
(each such event referred to in clauses (a) through (e) above, a "Registration
Default"), then the Company shall pay to each Holder of Registrable Securities
affected thereby liquidated damages in an amount equal to $0.05 per $1,000 in
principal amount of Registrable Securities held by such Holder for each week (or
portion thereof) in the first 90-day period immediately following the occurrence
of such Registration Default. The amount of such liquidated damages payable per
week shall increase by $0.05 per $1,000 in principal amount of such Registrable
Securities with respect to each subsequent 90-day period until all Registration
Defaults have been cured, up to a maximum amount of liquidated damages of $0.50
per week per $1,000 in principal amount of Registrable Securities; provided that
the Company shall in no event be required to pay liquidated damages for more
than one Registration Default at any given time. Following the cure of all
Registration Defaults liquidated damages will cease to accrue.

          If the Shelf Registration Statement is unusable by the Holders for any
reason (other than by reason of a prohibition, condition or other requirement
(not relating to information contained therein or omitted therefrom) not in
effect at the date hereof imposed by any statute or governmental regulation),
and the aggregate number of days in any consecutive twelve-month period for
which the Shelf Registration Statement shall not be usable exceeds 30 days in
the aggregate, then the Company shall pay to each Holder of Registrable
Securities affected thereby liquidated damages in an amount equal to $0.05 per
$1,000 in principal amount of Registrable Securities held by such Holder for
each week (or portion thereof) in the first 90-day period beginning on the 31st
day on which the Shelf Registration Statement ceases to be usable. The amount of
such liquidated damages shall increase by $0.05 per $1,000 in principal amount
of such Registrable Securities with respect to each subsequent 90-day period in
which the Shelf


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Registration Statement is not usable, up to a maximum amount of liquidated
damages of $0.50 per week per $1,000 in principal amount of Registrable
Securities. Upon the Shelf Registration Statement once again becoming usable,
liquidated damages will cease to accrue.

          Liquidated damages shall be computed based on the actual number of
days elapsed in each 90-day period in which a Registration Default is continuing
or in which the Shelf Registration Statement is unusable, as the case may be.

          All accrued liquidated damages shall be paid to the Holders entitled
thereto, in the manner provided in the Indenture for the payment of interest, on
each interest payment date, as more fully set forth in the Indenture and the
Securities. Notwithstanding the fact that any Securities in respect of which
liquidated damages are due cease to be Registrable Securities, all obligations
of the Company to pay such liquidated damages shall survive until such time as
such obligations in respect of such Securities shall have been satisfied in
full.

          3. Registration Procedures.

          In connection with the obligations of the Company with respect to
Registration Statements pursuant to Sections 2.1 and 2.2 hereof, the Company
shall:

               (a) prepare and file with the SEC a Registration Statement,
     within the relevant time period specified in Section 2, on the appropriate
     form under the 1933 Act, which form (i) shall be selected by the Company,
     (ii) shall, in the case of a Shelf Registration, be available for the sale
     of the Registrable Securities by the selling Holders thereof and, (iii)
     shall comply as to form in all material respects with the requirements of
     the 1933 Act and TIA, and the rules and regulation of the SEC thereunder,
     and use all commercially reasonable efforts to cause such Registration
     Statement to become effective and remain effective in accordance with
     Section 2 hereof;

               (b) prepare and file with the SEC such amendments and
     post-effective amendments to each Registration Statement as may be
     necessary under applicable law to keep such Registration Statement
     effective for the applicable period; and cause each Prospectus to be
     supplemented by any required prospectus supplement, and as so supplemented
     to be filed pursuant to Rule 424 under the 1933 Act and comply with the
     provisions of the 1933 Act, the 1934 Act and the rules and regulations
     thereunder applicable to them with respect to the disposition of all
     securities covered by each Registration Statement during the applicable
     period in accordance with the intended method or methods of distribution by
     the selling Holders thereof (including sales by any Participating
     Broker-Dealer);

               (c) in the case of a Shelf Registration, (i) notify each Holder
     of Registrable Securities, at least five business days prior to filing,
     that a Shelf Registration Statement with respect to the Registrable
     Securities is being filed and advise such Holders that the distribution of
     Registrable Securities will be made in


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     accordance with the methods selected by the Holders of a majority in
     principal amount of the Registrable Securities the Holders of which are
     participating in such Shelf Registration, (ii) furnish to each Holder of
     Registrable Securities and to each underwriter of an underwritten offering
     of Registrable Securities, if any, without charge, as many copies of each
     Prospectus, including each preliminary Prospectus, and any amendment or
     supplement thereto and such other documents as such Holder or underwriter
     may reasonably request, and, if the Holder so requests, all exhibits in
     order to facilitate the public sale or other disposition of the Registrable
     Securities and (iii) be deemed to have consented to the use of the
     Prospectus or any amendment or supplement thereto by each of the selling
     Holders of Registrable Securities in connection with the offering and sale
     of the Registrable Securities covered by the Prospectus or any amendment or
     supplement thereto;

               (d) use all commercially reasonable efforts to register or
     qualify the Registrable Securities under all applicable state securities or
     "blue sky" laws of such jurisdictions as any Holder of Registrable
     Securities covered by a Registration Statement and each underwriter of an
     underwritten offering of Registrable Securities shall reasonably request by
     the time the applicable Registration Statement is declared effective by the
     SEC, and do any and all other acts and things which may be reasonably
     necessary or advisable to enable each such Holder and such underwriter to
     consummate the disposition in each such jurisdiction of such Registrable
     Securities owned by such Holder; provided, however, that the Company shall
     not be required to (i) qualify as a foreign corporation or as a dealer in
     securities in any jurisdiction where it would not otherwise be required to
     qualify but for this Section 3(d) or (ii) take any action which would
     subject it to general service of process or taxation in any such
     jurisdiction where it is not then so subject;

               (e) notify promptly each Holder of Registrable Securities under a
     Shelf Registration or any Participating Broker-Dealer who has notified the
     Company that it is utilizing the Exchange Offer Registration Statement as
     provided in paragraph (f) below and, if requested in writing by such Holder
     or Participating Broker-Dealer, confirm such advice in writing promptly (i)
     when a Registration Statement has become effective and when any
     post-effective amendments thereto become effective and any supplements
     thereto are filed, (ii) of any request by the SEC or any state securities
     authority for post-effective amendments to a Registration Statement and
     supplements to a Prospectus or for additional information after the
     Registration Statement has become effective, (iii) of the issuance by the
     SEC or any state securities authority of any stop order suspending the
     effectiveness of a Registration Statement or the initiation of any
     proceedings for that purpose, (iv) in the case of a Shelf Registration, if,
     between the effective date of a Registration Statement and the closing of
     any sale of Registrable Securities covered thereby, the representations and
     warranties of the Company contained in any underwriting agreement,
     securities sales agreement or other similar agreement, if any, relating to
     the offering cease to be true and correct in all material respects, (v) of
     the happening of any event or the discovery of any


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     facts during any period in which a Registration Statement is effective
     which makes any statement made in such Registration Statement or the
     related Prospectus untrue in any material respect or which requires the
     making of any change in such Registration Statement or Prospectus in order
     to make the statements therein not misleading, (vi) of the receipt by the
     Company of any notification with respect to the suspension of the
     qualification of the Registrable Securities or the Exchange Securities, as
     the case may be, for sale in any jurisdiction or the initiation or
     threatening of any proceeding for such purpose and (vii) of any
     determination by the Company that a post-effective amendment to such
     Registration Statement would be appropriate;

               (f) (A) in the case of the Exchange Offer Registration Statement,
     (i) include in the Exchange Offer Registration Statement a section entitled
     "Plan of Distribution" which section shall be reasonably acceptable to the
     Representatives, on behalf of the Participating Broker-Dealers, and which
     shall contain a summary statement of the positions taken or policies made
     by the staff of the SEC with respect to the potential "underwriter" status
     of any broker-dealer that holds Registrable Securities acquired for its own
     account as a result of market-making activities or other trading activities
     and that will be the beneficial owner (as defined in Rule 13d-3 under the
     Exchange Act) of Exchange Securities to be received by such broker-dealer
     in the Exchange Offer, whether such positions or policies have been
     publicly disseminated by the staff of the SEC or such positions or
     policies, in the reasonable judgment of the Representatives on behalf of
     the Participating Broker-Dealers and its counsel, represent the prevailing
     views of the staff of the SEC, including a statement that any such
     broker-dealer who receives Exchange Securities for Registrable Securities
     pursuant to the Exchange Offer may be deemed a statutory underwriter and
     must deliver a prospectus meeting the requirements of the 1933 Act in
     connection with any resale of such Exchange Securities, (ii) furnish to
     each Participating Broker-Dealer who has delivered to the Company the
     written notice referred to in Section 3(e), without charge, as many copies
     of each Prospectus included in the Exchange Offer Registration Statement,
     including any preliminary prospectus, and any amendment or supplement
     thereto, as such Participating Broker-Dealer may reasonably request, (iii)
     be deemed to have consented to the use of the Prospectus forming part of
     the Exchange Offer Registration Statement or any amendment or supplement
     thereto, by any Person subject to the prospectus delivery requirements of
     the SEC, including all Participating Broker-Dealers, in connection with the
     sale or transfer of the Exchange Securities covered by the Prospectus or
     any amendment or supplement thereto and to have agreed to keep the Exchange
     Offer Registration Statement effective during the period of such use (up to
     a maximum of 180 days after the consummation of the Exchange Offer) and
     (iv) include in the transmittal letter or functionally equivalent
     documentation to be executed by or on behalf of an exchange offeree in
     order to participate in the Exchange Offer (x) a statement to the following
     effect:

          "If the exchange offeree is a broker-dealer holding Registrable
          Securities acquired for its own account as a


                                       12

<PAGE>

          result of market-making activities or other trading activities, it
          will deliver a prospectus meeting the requirements of the 1933 Act in
          connection with any resale of Exchange Securities received in respect
          of such Registrable Securities pursuant to the Exchange Offer." and

     (y) a statement to the effect that by a broker-dealer making the
     acknowledgment described in clause (x) and by delivering a Prospectus in
     connection with the exchange of Registrable Securities, the broker-dealer
     will not be deemed to admit that it is an underwriter within the meaning of
     the 1933 Act; and

                    (B) in the case of any Exchange Offer Registration Statement
     and solely upon the written request of the Representatives, deliver to the
     Initial Purchasers on behalf of the Participating Broker-Dealers, prior to
     the commencement of the Exchange Offer (i) an opinion of counsel or
     opinions of counsel substantially to the effect set forth in Exhibit A,
     (ii) officers' certificates substantially in the form customarily delivered
     in a public offering of debt securities and (iii) a comfort letter or
     comfort letters in customary form to the extent permitted by Statement on
     Auditing Standards No. 72 of the American Institute of Certified Public
     Accountants (or if such a comfort letter is not permitted, an agreed upon
     procedures letter in customary form) from the Company's independent
     certified public accountants (and, if necessary, any other independent
     certified public accountants of any subsidiary of the Company or of any
     business acquired by the Company for which financial statements are, or are
     required to be, included in the Registration Statement) at least as broad
     in scope and coverage as the comfort letter or comfort letters delivered to
     the Initial Purchasers in connection with the initial sale of the
     Securities to the Initial Purchasers;

               (g) (i) in the case of an Exchange Offer, furnish counsel for the
     Initial Purchasers and (ii) in the case of a Shelf Registration, furnish
     counsel for the Holders of Registrable Securities copies of any comment
     letters received from the SEC or any other request by the SEC or any state
     securities authority for amendments or supplements to a Registration
     Statement and Prospectus or for additional information;

               (h) make all commercially reasonable efforts to obtain the
     withdrawal of any order suspending the effectiveness of a Registration
     Statement at the earliest possible moment;

               (i) in the case of a Shelf Registration, furnish to each Holder
     of Registrable Securities, and each underwriter, if any, without charge, at
     least one conformed copy of each Registration Statement and any
     post-effective amendment thereto, including financial statements and
     schedules (without documents incorporated therein by reference and all
     exhibits thereto, unless requested);


                                       13

<PAGE>

               (j) in the case of a Shelf Registration, cooperate with the
     selling Holders of Registrable Securities to facilitate the timely
     preparation and delivery of certificates representing Registrable
     Securities to be sold and not bearing any restrictive legends; and enable
     such Registrable Securities to be in such denominations (consistent with
     the provisions of the Indenture) and registered in such names as the
     selling Holders or the underwriters, if any, may reasonably request at
     least five business days prior to the closing of any sale of Registrable
     Securities;

               (k) upon the occurrence of any event or the discovery of any
     facts, each as contemplated by Sections 3(e)(v) and 3(e)(vi) hereof, as
     promptly as practicable after the occurrence of such an event, use all
     commercially reasonable efforts to prepare a post-effective amendment to
     the Registration Statement, a supplement to the related Prospectus or an
     amendment to any document incorporated therein by reference or file any
     other required document so that, as thereafter delivered to the purchasers
     of the Registrable Securities or Participating Broker-Dealers, the
     Prospectus will not contain at the time of such delivery any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements therein, in light of the circumstances under which they
     were made, not misleading. At such time as such public disclosure is
     otherwise made or the Company determines that such disclosure is not
     necessary, in each case to correct any misstatement of a material fact or
     to include any omitted material fact, the Company agrees promptly to notify
     each Holder of such determination and to furnish each Holder such number of
     copies of the Prospectus as amended or supplemented, as such Holder may
     reasonably request;

               (l) in the case of a Shelf Registration, a reasonable time prior
     to the filing of any Registration Statement, any Prospectus, any amendment
     to a Registration Statement or amendment or supplement to a Prospectus
     (excluding, in any case, any document which is to be incorporated by
     reference into a Registration Statement or a Prospectus after the initial
     filing of a Registration Statement), provide copies of such document to the
     Holders participating in such Shelf Registration and make such
     representatives of the Company as shall be reasonably requested by the
     Holders of a majority in principal amount of the Registrable Securities the
     Holders of which are participating in such Shelf Registration, available
     for discussion of such document;

               (m) obtain a CUSIP number for all Exchange Securities, Private
     Exchange Securities or Registrable Securities, as the case may be, not
     later than the effective date of a Registration Statement, and provide the
     Trustee with printed certificates for the Exchange Securities, Private
     Exchange Securities or the Registrable Securities, as the case may be, in a
     form eligible for deposit with the Depositary;

               (n) (i) use all commercially reasonable efforts to cause the
     Indenture to be qualified under the TIA in connection with the registration
     of the Exchange Securities or Registrable Securities, as the case may be,
     (ii) cooperate


                                       14

<PAGE>

     with the Trustee and the Holders to effect such changes to the Indenture as
     may be required for the Indenture to be so qualified in accordance with the
     terms of the TIA and (iii) execute, and use all commercially reasonable
     efforts to cause the Trustee to execute, all documents which may be
     required to effect such changes, and all other forms and documents required
     to be filed with the SEC to enable the Indenture to be so qualified in a
     timely manner;

               (o) in the case of a Shelf Registration and at the request of the
     Holders of a majority in principal amount of the Registrable Securities the
     Holders of which are participating in such Shelf Registration, enter into
     agreements (including underwriting agreements) and take all other customary
     and appropriate actions in order to expedite or facilitate the disposition
     of such Registrable Securities and in such connection whether or not an
     underwriting agreement is entered into and whether or not the registration
     is an underwritten registration:

                    (i) make such representations and warranties to such Holders
          and the underwriters, if any, in form, substance and scope as are
          customarily made by issuers to underwriters in similar underwritten
          offerings as may be reasonably requested by them;

                    (ii) obtain opinions of counsel to the Company and updates
          thereof (which counsel and opinions (in form, scope and substance)
          shall be reasonably satisfactory to the managing underwriters, if any,
          and the holders of a majority in principal amount of the Registrable
          Securities being sold) addressed to each selling Holder and the
          underwriters, if any, covering the matters customarily covered in
          opinions requested in sales of securities or underwritten offerings
          and such other matters as may be reasonably requested by such Holders
          and underwriters;

                    (iii) obtain "cold comfort" letters and updates thereof from
          the Company's independent certified public accountants (and, if
          necessary, any other independent certified public accountants of any
          subsidiary of the Company or of any business acquired by the Company
          for which financial statements are, or are required to be, included in
          the Registration Statement) addressed to the underwriters, if any, and
          use reasonable efforts to have such letter addressed to the selling
          Holders of Registrable Securities (to the extent consistent with
          Statement on Auditing Standards No. 72 of the American Institute of
          Certified Public Accounts), such letters to be in customary form and
          covering matters of the type customarily covered in "cold comfort"
          letters to underwriters in connection with similar underwritten
          offerings;

                    (iv) enter into a securities sales agreement with the
          Holders and an agent of the Holders providing for, among other things,
          the appointment of such agent for the selling Holders for the purpose
          of


                                       15

<PAGE>

          soliciting purchases of Registrable Securities, which agreement shall
          be in form, substance and scope customary for similar offerings;

                    (v) if an underwriting agreement is entered into, cause the
          same to set forth indemnification provisions and procedures
          substantially equivalent to the indemnification provisions and
          procedures set forth in Section 4 hereof with respect to the
          underwriters and all other parties to be indemnified pursuant to said
          Section or, at the request of any underwriters, in the form
          customarily provided to such underwriters in similar types of
          transactions; and

                    (vi) deliver such documents and certificates as may be
          reasonably requested and as are customarily delivered in similar
          offerings to the Holders of the Registrable Securities being sold and
          the managing underwriters, if any.

     The above shall be done at (i) the effectiveness of such Registration
     Statement (and each post-effective amendment thereto) and (ii) each closing
     under any underwriting or similar agreement as and to the extent required
     thereunder;

               (p) in the case of a Shelf Registration or if a Prospectus is
     required to be delivered by any Participating Broker-Dealer in the case of
     an Exchange Offer, make available for inspection by representatives of the
     Holders of the Registrable Securities, any underwriters participating in
     any disposition pursuant to a Shelf Registration Statement, any
     Participating Broker-Dealer and any counsel or accountant retained by any
     of the foregoing, all financial and other records, pertinent corporate
     documents and properties of the Company reasonably requested by any such
     persons, and cause the respective officers, directors, employees, and any
     other agents of the Company to supply all information reasonably requested
     by any such representative, underwriter, special counsel or accountant in
     connection with a Registration Statement, and make such representatives of
     the Company available for discussion of such documents as shall be
     reasonably requested by the Initial Purchasers;

               (q) (i) in the case of an Exchange Offer Registration Statement
     and upon the written request of the Representatives, a reasonable time
     prior to the filing of any Exchange Offer Registration Statement, any
     Prospectus forming a part thereof, any amendment to an Exchange Offer
     Registration Statement or amendment or supplement to such Prospectus,
     provide copies of such document to the Representatives and/or counsel to
     the Initial Purchasers and make such changes in any such document prior to
     the filing thereof as the Representatives or such counsel may reasonably
     request and, except as otherwise required by applicable law, not file any
     such document in a form to which the Representatives or counsel to the
     Initial Purchasers shall not have previously been advised and furnished a
     copy of or to which the Representatives or such counsel shall reasonably
     object, and make the representatives of the Company available for


                                       16

<PAGE>

     discussion of such documents as shall be reasonably requested by the
     Representatives; and

               (ii) in the case of a Shelf Registration, a reasonable time prior
     to filing any Shelf Registration Statement, any Prospectus forming a part
     thereof, any amendment to such Shelf Registration Statement or amendment or
     supplement to such Prospectus, provide copies of such document to the
     Holders of Registrable Securities, to counsel for such Holders and to the
     underwriter or underwriters of an underwritten offering of Registrable
     Securities, if any, and, upon the written request of the Representatives,
     to the Representatives and/or counsel to the Initial Purchasers, make such
     changes in any such document prior to the filing thereof as the Initial
     Purchasers, counsel to the Holders of Registrable Securities or the
     underwriter or underwriters shall reasonably request and not file any such
     document in a form to which the Representatives, the Majority Holders,
     counsel for the Holders of Registrable Securities or any underwriter shall
     not have previously been advised and furnished a copy of or to which the
     Representatives, the Majority Holders, counsel to the Holders of
     Registrable Securities or any underwriter shall reasonably object, and make
     the representatives of the Company available for discussion of such
     document as shall be reasonably requested by the Representatives, the
     Majority Holders, counsel for the Holders of Registrable Securities or any
     underwriter;

               (r) in the case of a Shelf Registration, use all commercially
     reasonable efforts to cause all Registrable Securities to be listed on any
     securities exchange on which similar debt securities issued by the Company
     are then listed if requested by the Majority Holders, or if requested by
     the underwriter or underwriters of an underwritten offering of Registrable
     Securities, if any;

               (s) in the case of a Shelf Registration, use all commercially
     reasonable efforts to cause the Registrable Securities to be rated by the
     appropriate rating agencies, if so requested by the Majority Holders, or if
     requested by the underwriter or underwriters of an underwritten offering of
     Registrable Securities, if any;

               (t) otherwise comply with all applicable rules and regulations of
     the SEC and make available to its security holders, as soon as reasonably
     practicable, an earning statement covering at least 12 months which shall
     satisfy the provisions of Section 11(a) of the 1933 Act and Rule 158
     thereunder; and

               (u) cooperate and assist in any filings required to be made with
     the NASD and, in the case of a Shelf Registration, in the performance of
     any due diligence investigation by any underwriter and its counsel
     (including any "qualified independent underwriter" that is required to be
     retained in accordance with the rules and regulations of the NASD).

          Each Holder will be deemed to have agreed that, upon receipt of any
notice from the Company of the happening of any event or the discovery of any
facts,


                                       17

<PAGE>

each of the kind described in Section 3(e)(v) or 3(e)(vi) (in the event that
such notice pursuant to 3(e)(vi) relates to the jurisdiction in which such
Holder plans to dispose of Registrable Securities) hereof, such Holder will
forthwith discontinue disposition of Registrable Securities pursuant to a
Registration Statement until such Holder's receipt of the copies of the
supplemented or amended Prospectus contemplated by Section 3(k) hereof, and, if
so directed by the Company, such Holder will deliver to the Company (at its
expense) all copies in such Holder's possession, other than permanent file
copies then in such Holder's possession, of the Prospectus covering such
Registrable Securities current at the time of receipt of such notice.

          In the event that the Company fails to effect the Exchange Offer or
file any Shelf Registration Statement and maintain the effectiveness of any
Shelf Registration Statement as provided herein (other than by reason of a
prohibition, condition or other requirement not in effect at the date hereof
imposed by any statute or governmental regulation), the Company shall not file
any Registration Statement with respect to any securities (within the meaning of
Section 2(1) of the 1933 Act) of the Company other than Registrable Securities.

          If any of the Registrable Securities covered by any Shelf Registration
Statement are to be sold in an underwritten offering, the underwriter or
underwriters and manager or managers that will manage such offering will be
selected by the Majority Holders of such Registrable Securities included in such
offering and shall be reasonably acceptable to the Company. No Holder of
Registrable Securities may participate in any underwritten registration
hereunder unless such Holder (a) agrees to sell such Holder's Registrable
Securities on the basis provided in any underwriting arrangements approved by
the persons entitled hereunder to approve such arrangements and (b) completes
and executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents required under the terms of such underwriting
arrangements.

          In the case of a Shelf Registration Statement, the Company may require
each Holder of Registrable Securities to furnish to the Company, and update,
such information regarding such Holder and the proposed distribution by such
Holder as the Company may from time to time reasonably request. Such information
may include such Holder's name and address and any relationships between such
Holder and the Company, any of the Initial Purchasers or any underwriter
proposing to participate in such proposed distribution. In order to obtain such
information, the Company shall, at least fifteen business days prior to the
filing of such Shelf Registration Statement, commence commercially reasonable
efforts, in cooperation with the Depositary and the Initial Purchasers, (a) to
inform the Holders of Registrable Securities that a Shelf Registration Statement
is being filed and (b) to specify the information regarding such Holders which
the Company requires in connection with the preparation thereof.

          Anything in this Agreement to the contrary notwithstanding, any Holder
of Registrable Securities which shall not have timely furnished to the Company
the information so requested with respect to any Shelf Registration Statement:


                                       18

<PAGE>

               (a) shall not be entitled to have the Registrable Securities held
     by it covered by such Shelf Registration Statement or to receive copies of
     such Shelf Registration Statement or the Prospectus relating thereto;

               (b) shall not be entitled to any liquidated damages contemplated
     in clause (d) or (e) of the first sentence in the first paragraph, or in
     the second paragraph, of Section 2.5 hereof;

               (c) shall not be entitled to receive any notices from the Company
     as provided in this Section 3 or elsewhere in this Agreement; and

               (d) shall not otherwise be deemed a Holder of Registrable
     Securities for purposes of this Agreement with respect to such Shelf
     Registration Statement.

          All Holders of Registrable Securities, by their payment for and
acceptance of such Securities, shall be deemed to have consented and agreed to
the terms and provisions of this Agreement including, without limitation, the
terms and provisions of this Section 3.

          4. Indemnification; Contribution.

          (a) The Company agrees to indemnify and hold harmless the Initial
Purchasers, each Holder, each Participating Broker-Dealer, each Person who
participates as an underwriter (any such Person being an "Underwriter") and each
Person, if any, who controls any Holder or Underwriter within the meaning of
Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:

                    (i) against any and all loss, liability, claim, damage and
          expense whatsoever, as incurred, arising out of any untrue statement
          or alleged untrue statement of a material fact contained in any
          Registration Statement (or any amendment or supplement thereto)
          pursuant to which Exchange Securities or Registrable Securities were
          registered under the 1933 Act, including all documents incorporated
          therein by reference, or the omission or alleged omission therefrom of
          a material fact required to be stated therein or necessary to make the
          statements therein not misleading, or arising out of any untrue
          statement or alleged untrue statement of a material fact contained in
          any Prospectus (or any amendment or supplement thereto) or the
          omission or alleged omission therefrom of a material fact necessary in
          order to make the statements therein, in the light of the
          circumstances under which they were made, not misleading;

                    (ii) against any and all loss, liability, claim, damage and
          expense whatsoever, as incurred, to the extent of the aggregate amount
          paid in settlement of any litigation, or any investigation or
          proceeding by any governmental agency or body, commenced or
          threatened, or of any claim whatsoever based upon any such untrue
          statement or omission, or


                                       19

<PAGE>

          any such alleged untrue statement or omission; provided that (subject
          to Section 4(d) below) any such settlement is effected with the
          written consent of the Company; and

                    (iii) against any and all expense whatsoever (including the
          fees and disbursements of counsel chosen by any indemnified party), as
          incurred, which is reasonably incurred in investigating, preparing or
          defending against any litigation, or any investigation or proceeding
          by any governmental agency or body, commenced or threatened, or any
          claim whatsoever based upon any such untrue statement or omission, or
          any such alleged untrue statement or omission, to the extent that any
          such expense is not paid under subparagraph (i) or (ii) above;

provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Company by the
Holder or Underwriter expressly for use in a Registration Statement (or any
amendment thereto) or any Prospectus (or any amendment or supplement thereto);
and provided, further, that this indemnity agreement shall not inure to the
benefit of any Underwriter or any person who controls such Underwriter on
account of any such loss, liability, claim, damage or expense arising out of any
such defect or alleged defect in any preliminary prospectus if a copy of the
Prospectus (exclusive of the documents incorporated by reference therein) shall
not have been given or sent by such Underwriter with or prior to the written
confirmation of the sale involved to the extent that (i) the Prospectus would
have cured such defect or alleged defect and (ii) sufficient quantities of the
Prospectus were timely made available to such Underwriter.

          (b) Each Holder severally, but not jointly, agrees to indemnify and
hold harmless the Company, the Initial Purchasers, each Underwriter and the
other selling Holders, and each of their respective directors and officers, and
each Person, if any, who controls the Company, the Initial Purchasers, any
Underwriter or any other selling Holder within the meaning of Section 15 of the
1933 Act or Section 20 of the 1934 Act, against any and all loss, liability,
claim, damage and expense described in the indemnity contained in Section 4(a)
hereof, as incurred, but only with respect to untrue statements or omissions, or
alleged untrue statements or omissions, made in the Shelf Registration Statement
(or any amendment thereto) or any Prospectus included therein (or any amendment
or supplement thereto) in reliance upon and in conformity with written
information with respect to such Holder furnished to the Company by such Holder
expressly for use in the Shelf Registration Statement (or any amendment thereto)
or such Prospectus (or any amendment or supplement thereto); provided, however,
that no such Holder shall be liable for any claims hereunder in excess of the
amount of net proceeds received by such Holder from the sale of Registrable
Securities pursuant to such Shelf Registration Statement.

          (c) Each indemnified party shall give notice as promptly as reasonably
practicable to each indemnifying party of any action or proceeding commenced
against it


                                       20

<PAGE>

in respect of which indemnity may be sought hereunder, but failure so to notify
an indemnifying party shall not relieve such indemnifying party from any
liability hereunder to the extent it is not materially prejudiced as a result
thereof and in any event shall not relieve it from any liability which it may
have otherwise than on account of this indemnity agreement. An indemnifying
party may participate at its own expense in the defense of such action;
provided, however, that counsel to the indemnifying party shall not (except with
the consent of the indemnified party) also be counsel to the indemnified party.
In no event shall the indemnifying party or parties be liable for the fees and
expenses of more than one counsel (in addition to any local counsel) separate
from their own counsel for all indemnified parties in connection with any one
action or separate but similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances. No indemnifying
party shall, without the prior written consent of the indemnified parties,
settle or compromise or consent to the entry of any judgment with respect to any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever in respect of which
indemnification or contribution could be sought under this Section 4 (whether or
not the indemnified parties are actual or potential parties thereto), unless
such settlement, compromise or consent (i) includes an unconditional release of
each indemnified party from all liability arising out of such litigation,
investigation, proceeding or claim and (ii) does not include a statement as to
or an admission of fault, culpability or a failure to act by or on behalf of any
indemnified party.

          (d) If at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel, such indemnifying party agrees that it shall be liable for any
settlement of the nature contemplated by Section 4(a)(ii) effected without its
written consent if (i) such settlement is entered into more than 45 days after
receipt by such indemnifying party of the aforesaid request, (ii) such
indemnifying party shall have received notice of the terms of such settlement at
least 30 days prior to such settlement being entered into and (iii) such
indemnifying party shall not have reimbursed such indemnified party in
accordance with such request prior to the date of such settlement.

          (e) If the indemnification provided for in this Section 4 is for any
reason unavailable to or insufficient to hold harmless an indemnified party in
respect of any losses, liabilities, claims, damages or expenses referred to
therein, then each indemnifying party shall contribute to the aggregate amount
of such losses, liabilities, claims, damages and expenses incurred by such
indemnified party, as incurred, in such proportion as is appropriate to reflect
the relative fault of the Company on the one hand and the Holders and the
Initial Purchasers on the other hand in connection with the statements or
omissions which resulted in such losses, liabilities, claims, damages or
expenses, as well as any other relevant equitable considerations.

          The relative fault of the Company on the one hand and the Holders and
the Initial Purchasers on the other hand shall be determined by reference to,
among other things, whether any such untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact relates
to information supplied by the Company, the Holders or the Initial Purchasers
and the parties' relative intent,


                                       21

<PAGE>

knowledge, access to information and opportunity to correct or prevent such
statement or omission.

          The Company, the Holders and the Initial Purchasers agree that it
would not be just and equitable if contribution pursuant to this Section 4 were
determined by pro rata allocation (even if the Initial Purchasers were treated
as one entity for such purpose) or by any other method of allocation which does
not take account of the equitable considerations referred to above in this
Section 4. The aggregate amount of losses, liabilities, claims, damages and
expenses incurred by an indemnified party and referred to above in this Section
4 shall be deemed to include any legal or other expenses reasonably incurred by
such indemnified party in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever based upon any such
untrue or alleged untrue statement or omission or alleged omission.

          Notwithstanding the provisions of this Section 4, no Initial Purchaser
shall be required to contribute any amount in excess of the amount by which the
total price at which the Securities sold by it were offered exceeds the amount
of any damages which such Initial Purchaser has otherwise been required to pay
by reason of such untrue or alleged untrue statement or omission or alleged
omission.

          No Person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the 1933 Act) shall be entitled to contribution from any
Person who was not guilty of such fraudulent misrepresentation.

          For purposes of this Section 4, each Person, if any, who controls an
Initial Purchaser or Holder within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act shall have the same rights to contribution as such
Initial Purchaser or Holder, and each director of the Company, and each Person,
if any, who controls the Company within the meaning of Section 15 of the 1933
Act or Section 20 of the 1934 Act shall have the same rights to contribution as
the Company. The Initial Purchasers' respective obligations to contribute
pursuant to this Section 7 are several in proportion to the principal amount of
Securities set forth opposite their respective names in Schedule A to the
Purchase Agreement and not joint.

          5. Miscellaneous.

          5.1 Rule 144 and Rule 144A. So long as the Company is subject to the
reporting requirements of Section 13 or 15 of the 1934 Act, the Company
covenants that it will file the reports required to be filed by it under the
1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and
regulations adopted by the SEC thereunder. If the Company ceases to be so
required to file such reports, the Company covenants that it will upon the
request of any Holder of Registrable Securities (a) make publicly available such
information as is necessary to permit sales pursuant to Rule 144 under the 1933
Act, (b) deliver such information to a prospective purchaser as is necessary to
permit sales pursuant to Rule 144A under the 1933 Act and it will take such
further action as any Holder of Registrable Securities may reasonably request,
and (c) take such further action


                                       22

<PAGE>

that is reasonable in the circumstances, in each case, to the extent required
from time to time to enable such Holder to sell its Registrable Securities
without registration under the 1933 Act within the limitation of the exemptions
provided by (i) Rule 144 under the 1933 Act, as such Rule may be amended from
time to time, (ii) Rule 144A under the 1933 Act, as such Rule may be amended
from time to time, or (iii) any similar rules or regulations hereafter adopted
by the SEC. Upon the request of any Holder of Registrable Securities, the
Company will deliver to such Holder a written statement as to whether it has
complied with such requirements.

          5.2 No Inconsistent Agreements. The Company has not entered into and
the Company will not after the date of this Agreement enter into any agreement
which is inconsistent with the rights granted to the Holders of Registrable
Securities in this Agreement or otherwise conflicts with the provisions hereof.
The rights granted to the Holders hereunder do not and will not for the term of
this Agreement in any way conflict with the rights granted to the holders of the
Company's other issued and outstanding securities under any such agreements.

          5.3 Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given unless the Company has obtained the written consent of Holders
of at least a majority in aggregate principal amount of the outstanding
Registrable Securities affected by such amendment, modification, supplement,
waiver or departure.

          5.4 Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, registered
first-class mail, telex, telecopier, or any courier guaranteeing overnight
delivery (a) if to a Holder, at the most current address given by such Holder to
the Company by means of a notice given in accordance with the provisions of this
Section 5.4, which address initially is the address set forth in the Purchase
Agreement with respect to the Initial Purchasers; and (b) if to the Company,
initially at the Company's address set forth in the Purchase Agreement, and
thereafter at such other address of which notice is given in accordance with the
provisions of this Section 5.4.

          All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; two business days
after being deposited in the mail, postage prepaid, if mailed; when answered
back, if telexed; when receipt is acknowledged, if telecopied; and on the next
business day if timely delivered to an air courier guaranteeing overnight
delivery.

          Copies of all such notices, demands, or other communications shall be
concurrently delivered by the person giving the same to the Trustee under the
Indenture, at the address specified in such Indenture.

          5.5 Successor and Assigns. This Agreement shall inure to the benefit
of and be binding upon the successors, assigns and transferees of each of the
parties, including, without limitation and without the need for an express
assignment, subsequent


                                       23

<PAGE>

Holders; provided, however, that nothing herein shall be deemed to permit any
assignment, transfer or other disposition of Registrable Securities in violation
of the terms of the Purchase Agreement or the Indenture. If any transferee of
any Holder shall acquire Registrable Securities, in any manner, whether by
operation of law or otherwise, such Registrable Securities shall be held subject
to all of the terms of this Agreement, and by taking and holding such
Registrable Securities such person shall be conclusively deemed to have agreed
to be bound by and to perform all of the terms and provisions of this Agreement,
including the restrictions on resale set forth in this Agreement and, if
applicable, the Purchase Agreement, and such person shall be entitled to receive
the benefits hereof.

          5.6 Third Party Beneficiaries. The Initial Purchasers (even if the
Initial Purchasers are not Holders of Registrable Securities) shall be third
party beneficiaries to the agreements made hereunder between the Company, on the
one hand, and the Holders, on the other hand, and shall have the right to
enforce such agreements directly to the extent they deem such enforcement
necessary or advisable to protect their rights or the rights of Holders
hereunder. Each Holder of Registrable Securities shall be a third party
beneficiary to the agreements made hereunder between the Company, on the one
hand, and the Initial Purchasers, on the other hand, and shall have the right to
enforce such agreements directly to the extent it deems such enforcement
necessary or advisable to protect its rights hereunder.

          5.7 Specific Enforcement. Without limiting the remedies available to
the Initial Purchasers and the Holders, the Company acknowledges that any
failure by the Company to comply with its obligations under Sections 2.1 through
2.4 hereof may result in material irreparable injury to the Initial Purchasers
or the Holders for which there is no adequate remedy at law, that it would not
be possible to measure damages for such injuries precisely and that, in the
event of any such failure, the Initial Purchasers or any Holder may obtain such
relief as may be required to specifically enforce the Company's obligations
under Sections 2.1 through 2.4 hereof.

          5.8 Restriction on Resales. Until the expiration of two years after
the Closing Date, the Company will not, and will cause its "affiliates" (as such
term is defined in Rule 144(a)(1) under the 1933 Act) not to, resell any
Securities which are "restricted securities" (as such term is defined under Rule
144(a)(3) under the 1933 Act) that have been reacquired by any of them and shall
immediately upon any purchase of any such Securities submit such Securities to
the Trustee for cancellation.

          5.9 Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

          5.10 Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.


                                       24

<PAGE>

          5.11 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO THE
PRINCIPLES OF CONFLICT OF LAWS THEREOF.

          5.12 Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.


                                       25

<PAGE>

          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                        NEVADA POWER COMPANY


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


Confirmed and accepted as
   of the date first above written:

DEUTSCHE BANK SECURITIES INC.


By:
    ---------------------------------
Name:
      -------------------------------
Title:
       ------------------------------


By:
    ---------------------------------
Name:
      -------------------------------
Title:
       ------------------------------


GOLDMAN, SACHS & CO.


By:
    ---------------------------------
    (Goldman, Sachs & Co.)

For themselves and as Representatives of the Initial Purchasers.

               Signature Page to the Registration Rights Agreement

<PAGE>

                                                                       Exhibit A

                         CONTENTS OF OPINION OF COUNSEL

          1. The Exchange Offer Registration Statement and the Prospectus (other
than the financial statements, notes or schedules thereto and other financial
data and supplemental schedules included or incorporated by reference therein or
omitted therefrom and the Form T-1, as to which such counsel need express no
opinion), comply as to form in all material respects with the requirements of
the 1933 Act and the applicable rules and regulations promulgated under the 1933
Act.

          2. Nothing has come to our attention that would lead us to believe
that the Exchange Offer Registration Statement (except for financial statements
and schedules and other financial data included therein as to which we make no
statement), when it became effective, contained an untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein not misleading or that the
Prospectus, as amended or supplemented (except for financial statements and
schedules and other financial data included therein, as to which such counsel
need make no statement), at the date of such opinion includes an untrue
statement of a material fact or omits to state a material fact necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading.


                                       A-1