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EXHIBIT 4.4

                          SIERRA PACIFIC POWER COMPANY

                              OFFICER'S CERTIFICATE

                                 April 16, 2004

      I, the undersigned officer of Sierra Pacific Power Company (the
"Company"), do hereby certify that I am an Authorized Officer of the Company as
such term is defined in the Indenture (as defined herein). I am delivering this
certificate pursuant to the authority granted in the Board Resolutions of the
Company dated February 10, 2004, and Sections 1.04, 2.01, 3.01, 4.01(a) and
4.02(b)(i) of the General and Refunding Mortgage Indenture dated as of May 1,
2001, as heretofore supplemented to the date hereof (as heretofore supplemented,
the "Indenture"), between the Company and The Bank of New York, as Trustee (the
"Trustee"). Section 1(u)(xviii) of this Officer's Certificate sets forth
definitions of capitalized terms used herein. Terms used herein and not
otherwise defined herein shall have the meanings assigned to them in the
Indenture. Regarding the use of the terms "subordinated" and "equally-ranked"
herein, see Section 1(u)(i)(D). Based upon the foregoing, I hereby certify on
behalf of the Company as follows:

      1. The terms and conditions of the Securities described in this Officer's
Certificate are as follows (the lettered subdivisions set forth in this
Paragraph 1 corresponding to the lettered subdivisions of Section 3.01 of the
Indenture):

      (a) The Securities of the eighth series to be issued under the Indenture
      shall be designated "6 1/4% General and Refunding Mortgage Notes, Series
      H, due 2012" (the "Series H Notes").

      (b) There shall be no limit upon the aggregate principal amount of the
      Series H Notes that may be authenticated and delivered under the
      Indenture. The Series H Notes shall be initially authenticated and
      delivered in the aggregate principal amount of $100,000,000.

      (c) Interest on the Series H Notes shall be payable to the Persons in
      whose names such Securities are registered at the close of business on the
      Regular Record Date for such interest, except as otherwise expressly
      provided in the form of such Securities attached hereto as Exhibit A.

      (d) The Series H Notes shall mature and the principal thereof shall be due
      and payable together with all accrued and unpaid interest thereon on April
      15, 2012.

      (e) The Series H Notes shall bear interest as provided in the form of such
      Securities attached hereto as Exhibit A.

      (f) If a Holder of Series H Notes has given wire transfer instructions to
      the Company prior to the fifth day preceding the related record date (or,
      in the case of principal or premium, the fifth day preceding the date such
      principal or premium is due), the

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      Company shall pay all principal, interest and premium and Liquidated
      Damages (as such term is defined herein), if any, on that Holder's Series
      H Notes in accordance with such instructions. The Corporate Trust Office
      of The Bank of New York in New York, New York shall be the place at which
      (i) the principal, interest and premium and Liquidated Damages, if any, on
      the Series H Notes shall be payable (other than payments made in
      accordance with the first sentence of this paragraph (f)), (ii)
      registration of transfer of the Series H Notes may be effected, (iii)
      exchanges of the Series H Notes may be effected and (iv) notices and
      demands to or upon the Company in respect of the Series H Notes and the
      Indenture may be served; and The Bank of New York shall be the Security
      Registrar for the Series H Notes; provided, however, that the Company
      reserves the right to change, by one or more Officer's Certificates, any
      such place or the Security Registrar; and provided, further, that the
      Company reserves the right to designate, by one or more Officer's
      Certificates, its principal office in Reno, Nevada as any such place or
      itself or any of its Subsidiaries as the Security Registrar; provided,
      however, that there shall be only a single Security Registrar for the
      Series H Notes.

      (g) Optional Redemption.

            (i) Optional Redemption. The Company may redeem the Series H 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 H Notes being
      redeemed and (2) the sum of the present values of the remaining scheduled
      payments of principal and interest on the Series H 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 H 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 H 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.


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                  "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.

            (ii) Equity Claw-back. Notwithstanding the foregoing, at any time
      prior to April 15, 2007, the Company may on any one or more occasions
      redeem up to 35% of the aggregate principal amount of the Series H Notes
      at a Redemption Price of 106.25% of the principal amount, plus accrued and
      unpaid interest and Liquidated Damages, if any, to the Redemption Date,
      with the net cash proceeds of any public or private offering of its Equity
      Interests (other than Disqualified Stock) or a 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 H Notes remains outstanding immediately after the
      occurrence of such redemption (excluding Series H Notes held by the
      Company and its Subsidiaries); and provided further, that any such
      redemption shall occur within 120 days of the date of the closing of such
      offering.

            (iii) Notice of Redemption. Notices of redemption shall be mailed by
      first class mail at least 30 but not more than 60 days before the
      Redemption Date to each Holder of Series H Notes to be redeemed at its
      registered address, except that redemption notices may be mailed more than
      60 days prior to a Redemption Date if the notice is issued in connection
      with a defeasance of the Series H Notes or a satisfaction and discharge of
      the Series H Notes under the Indenture. Notices of redemption may not be
      conditional.

            (iv) Selection of Series H Notes to be Redeemed. In accordance with
      Section 5.03 of the Indenture, the following method is provided for the
      selection of Series H Notes to be redeemed and these procedures shall be
      followed by the Security Registrar in


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      the event of a redemption of the Series H Notes pursuant to the provisions
      of this Officer's Certificate. If less than all of the Series H Notes are
      to be redeemed at any time, the Security Registrar shall select Series H
      Notes for redemption as follows:

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

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

            No Series H Notes of $1,000 principal amount or less can be redeemed
            in part.

      (h)   Mandatory Redemption/Redemption at Option of Holders/Offers to
            Purchase.

            (i) Mandatory Redemption.

            (A) Except as provided in Section 1(h)(i)(B) below or Section
      1(h)(ii) below, the Company is not required to make mandatory redemption
      or sinking fund payments with respect to the Series H Notes.

            (B) Upon the occurrence of the events described below in clauses (1)
      or (2) of this Section 1(h)(i)(B), the Company shall be required to redeem
      the Series H Notes immediately, at a Redemption Price equal to 100% of the
      aggregate principal amount of the Series H Notes plus accrued and unpaid
      interest and Liquidated Damages, if any, on the Series H Notes to the date
      of redemption, without further action or notice on the part of the Trustee
      or the Holders of the Series H Notes:

            (1)   the Company or any of its Subsidiaries that is a Significant
                  Subsidiary or any group of Subsidiaries that, taken together,
                  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


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            (2)   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.

            (ii) Redemption at the Option of the Holders.

            (A) Upon the occurrence of any of the following events (each a
      "Triggering Event"):

            (1)   failure for 30 days to pay when due interest on, or Liquidated
                  Damages with respect to, the Series H Notes;

            (2)   failure to pay when due the principal of, or premium, if any,
                  on the Series H Notes;

            (3)   failure by the Company or any of its Restricted Subsidiaries
                  to comply with the provisions described in Sections 1(u)(i),
                  1(u)(ii) or 1(u)(vi) of this Officer's Certificate (under the
                  headings "Certain Covenants and Definitions--Restricted
                  Payments," "Certain Covenants and Definitions--Incurrence of
                  Indebtedness and Issuance of Preferred Stock" or "Certain
                  Covenants and Definitions--Merger, Consolidation or Sale of
                  Assets");

            (4)   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 this Officer's
                  Certificate (under the headings "Offer to Purchase


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                  Upon Change of Control" or "Offer to Purchase by Application
                  of Excess Proceeds");

            (5)   failure by the Company or any of its Restricted Subsidiaries
                  for 60 days after notice to comply with any of the other
                  agreements in this Officer's Certificate or the Series H
                  Notes;

            (6)   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 Issue Date, if that default:

                  (I)   is caused by a failure to pay principal of, or interest
                        or premium, if any, on such Indebtedness prior to the
                        expiration of the grace period provided in such
                        Indebtedness on the date of such default (a "Payment
                        Default"); or

                  (II)  results in the acceleration of such Indebtedness prior
                        to its express maturity,

                  and, in each case, the principal amount of any such
                  Indebtedness, together with the principal amount of any 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;

            (7)   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

            (8)   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 (3) or
                  (5) above and (ii) has not resulted in the acceleration of the
                  securities outstanding under the First Mortgage Indenture);
                  provided, however, that, anything in this 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 Series H Notes of at least 25% in principal amount of the
      Series H Notes then Outstanding may deliver a notice to the Company
      requiring the Company to redeem the Series H Notes immediately at a
      Redemption Price equal to 100% of the aggregate


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      principal amount of the Series H Notes plus accrued and unpaid interest
      and Liquidated Damages, if any, on the Series H Notes to the Redemption
      Date.

            (B) The Holders of a majority in aggregate principal amount of the
      Series H Notes then outstanding by notice to the Company and the Trustee
      may on behalf of the Holders of all of the Series H 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 H Notes.

            (C) 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 H
      Notes pursuant to the provisions of Section 1(g)(i) or, prior to April 15,
      2007, 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 April 15, 2007, Section
      1(g)(ii), whichever is greater, shall also become and be immediately due
      and payable to the extent permitted by law upon the redemption of the
      Series H Notes at the option of the Holders thereof.

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

            (iii) Offer to Purchase Upon Change of Control.

            (A) Upon the occurrence of a Change of Control, each Holder of
      Series H Notes shall have the right to require the Company to repurchase
      all or any part (equal to $1,000 or an integral multiple of $1,000) of
      that Holder's Series H Notes pursuant to the offer described below (the
      "Change of Control Offer") on the terms set forth in this Officer's
      Certificate. In the Change of Control Offer, the Company shall offer an
      amount in cash (the "Change of Control Payment") equal to 101% of the
      aggregate principal amount of Series H Notes repurchased plus accrued and
      unpaid interest and Liquidated Damages, if any, on the Series H Notes
      repurchased, to Change of Control Payment Date (as defined below).

            (B) Within ten days following any Change of Control, the Company
      shall mail a notice to each Holder of Series H Notes stating:

            (1)   the description of the transaction or transactions that
                  constitute the Change of Control, that the Change of Control
                  Offer is being made pursuant to this Section 1(h)(iii), and
                  that all Series H Notes validly tendered and not withdrawn
                  shall be accepted for payment;

            (2)   the purchase price and the purchase date, which shall be no
                  earlier than 30 days and no later than 60 days from the date
                  such notice is mailed (the "Change of Control Payment Date");


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            (3)   that any Series H Note not tendered or accepted for payment
                  shall continue to accrue interest and Liquidated Damages, if
                  any;

            (4)   that, unless the Company defaults in the payment of the Change
                  of Control Payment, all Series H Notes accepted for payment
                  pursuant to the Change of Control Offer shall cease to accrue
                  interest and Liquidated Damages, if any, after the Change of
                  Control Payment Date;

            (5)   that Holders of Series H Notes electing to have any Series H
                  Notes purchased pursuant to a Change of Control Offer shall be
                  required to surrender the Series H Notes properly endorsed,
                  with the form entitled "Option of Holder to Elect Purchase" on
                  the reverse of the Series H Notes properly completed, together
                  with other customary documents as the Company may reasonably
                  request, to the Paying Agent at the address specified in the
                  notice prior to the close of business on the third Business
                  Day preceding the Change of Control Payment Date;

            (6)   that Holders of Series H Notes shall be entitled to withdraw
                  their election if the Paying Agent receives, not later than
                  the close of business on the second Business Day preceding the
                  Change of Control Payment Date, a telegram, telex, facsimile
                  transmission or letter setting forth the name of the Holder,
                  the principal amount of Series H Notes delivered for purchase,
                  and a statement that such Holder of Series H Notes is
                  withdrawing its election to have the Series H Notes purchased;
                  and

            (7)   that Holders of Series H Notes whose Series H Notes are being
                  purchased only in part shall be issued new Series H Notes
                  equal in principal amount to the unpurchased portion of the
                  Series H Notes surrendered, which unpurchased portion must be
                  equal to $1,000 in principal amount or an integral multiple
                  thereof.

            (C) If any of the Series H Notes subject to a Change of Control
      Offer are in the form of a Global Note, then the Company shall modify such
      notice to the extent necessary to accord with the Applicable Procedures of
      the Depositary applicable to offers to purchase.

            (D) On the Change of Control Payment Date, the Company shall, to the
      extent lawful, (1) accept for payment all Series H Notes or portions
      thereof properly tendered pursuant to the Change of Control Offer, (2)
      deposit with the Paying Agent in immediately available funds an amount
      equal to the Change of Control Payment in respect of all Series H Notes or
      portions thereof so tendered and (3) deliver or cause to be delivered to
      the Trustee the Series H Notes so accepted together with an Officer's
      Certificate stating the aggregate principal amount of Series H Notes or
      portions thereof being purchased by the Company. The Paying Agent shall
      promptly mail to each Holder of Series H Notes so tendered the Change of
      Control Payment for such Series H Notes,


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      and the Trustee shall promptly authenticate and make available for
      delivery to each Holder of Series H Notes a new Series H Note equal in
      principal amount to any unpurchased portion of the Series H Notes
      surrendered, if any; provided that each such new Series H Note shall be in
      a principal amount of $1,000 or an integral multiple thereof. Any Series H
      Note not so accepted shall be promptly mailed or delivered by the Company
      to the Holder thereof. The Company shall publicly announce the results of
      the Change of Control Offer on or as soon as practicable after the Change
      of Control Payment Date.

            (E) The Change of Control provisions described above that require
      the Company to make a Change of Control Offer following a Change of
      Control shall be applicable whether or not any other provisions of this
      Officer's Certificate are applicable.

            (F) The Company shall not be required to make a Change of Control
      Offer upon a Change of Control if a third party makes the Change of
      Control Offer in the manner, at the times and otherwise in compliance with
      the requirements set forth herein applicable to a Change of Control Offer
      made by the Company and purchases all Series H Notes validly tendered and
      not withdrawn under such Change of Control Offer.

            (iv) Offer to Purchase by Application of Excess Proceeds.

            (A) In the event that, pursuant to Section 1(u)(v)(D) of this
      Officer's Certificate (under the heading "Certain Covenants and
      Definitions--Asset Sales"), the Company shall be required to commence an
      Asset Sale Offer, it shall make an offer (an "Asset Sale Offer") to all
      Holders of Series H Notes, and all holders of other Indebtedness that is
      equally-ranked with the Series H Notes containing provisions similar to
      those set forth in this Officer's Certificate with respect to offers to
      purchase or redeem with the proceeds of sales of assets, to purchase the
      maximum principal amount of the Series H Notes and such other
      equally-ranked Indebtedness that may be purchased out of the Excess
      Proceeds. The offer price in any Asset Sale Offer shall be equal to 100%
      of principal amount plus accrued and unpaid interest and Liquidated
      Damages, if any, to the date of purchase, and shall be payable in cash. If
      any Excess Proceeds remain after consummation of an Asset Sale Offer, the
      Company may use those Excess Proceeds for any purpose not otherwise
      prohibited by this Officer's Certificate. If the aggregate principal
      amount of Series H Notes and other equally-ranked Indebtedness tendered
      into such Asset Sale Offer exceeds the amount of Excess Proceeds, the
      Trustee shall select the Series H Notes and such other equally-ranked
      Indebtedness to be purchased on a pro rata basis. The Company shall advise
      the Trustee of such other equally-ranked Indebtedness and the Trustee
      shall have no duty or responsibility to determine the accuracy or
      correctness of such advice and shall be fully protected in relying on such
      advice. Upon completion of each Asset Sale Offer, the amount of Excess
      Proceeds shall be reset at zero.

            (B) Any Asset Sale Offer shall remain open for a period of 20
      Business Days following its commencement and no longer, except to the
      extent that a longer period is


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      required by applicable law (the "Offer Period"). No later than five
      Business Days after the termination of the Offer Period (the "Purchase
      Date"), the Company shall purchase the principal amount of Series H Notes
      required to be purchased pursuant to paragraph (A) above (the "Offer
      Amount") or, if less than the Offer Amount has been tendered, all Series H
      Notes validly tendered in response to the Asset Sale Offer.

            (C) Upon the commencement of an Asset Sale Offer, the Company shall
      send, by first class mail, a notice to each of the Holders of Series H
      Notes, with a copy to the Trustee, stating:

            (1)   that the Asset Sale Offer is being made pursuant to this
                  Section 1(h)(iv) and Section 1(u)(v) of this Officer's
                  Certificate (under the heading "Certain Covenants and
                  Definitions--Asset Sales") and the length of time the Asset
                  Sale Offer shall remain open;

            (2)   the Offer Amount, the purchase price and the Purchase Date;

            (3)   that any Series H Note not tendered or accepted for payment
                  shall continue to accrue interest and Liquidated Damages, if
                  any;

            (4)   that, unless the Company defaults in making such payment, any
                  Series H Note accepted for payment pursuant to the Asset Sale
                  Offer shall cease to accrue interest and Liquidated Damages,
                  if any, after the Purchase Date;

            (5)   that Holders of Series H Notes electing to have a Series H
                  Note purchased pursuant to any Asset Sale Offer shall be
                  required to surrender the Series H Note, with the form
                  entitled "Option of Holder to Elect Purchase" on the reverse
                  of the Series H Note properly completed, together with other
                  customary documents as the Company may reasonably request, to
                  the Paying Agent at the address specified in the notice prior
                  to the close of business on the third Business Day preceding
                  the Purchase Date;

            (6)   that Holders of Series H Notes shall be entitled to withdraw
                  their election if the Paying Agent receives, not later than
                  the close of business on the second Business Day preceding the
                  Purchase Date, a telegram, telex, facsimile transmission or
                  letter setting forth the name of the Holder, the principal
                  amount of Series H Notes delivered for purchase, and a
                  statement that such Holder of Series H Notes is withdrawing
                  its election to have the Series H Notes purchased;

            (7)   that, if the aggregate principal amount of Series H Notes
                  surrendered by Holders of Series H Notes exceeds the Offer
                  Amount, the Trustee shall select the Series H Notes to be
                  purchased on a pro rata basis (with such adjustments as may be
                  deemed appropriate by the Trustee so that only


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                  Series H Notes in denominations of $1,000, or integral
                  multiples thereof, shall be purchased); and

            (8)   that Holders of Series H Notes whose Series H Notes are being
                  purchased only in part shall be issued new Series H Notes
                  equal in principal amount to the unpurchased portion of the
                  Notes surrendered, which unpurchased portion must be equal to
                  $1,000 in principal amount or an integral multiple thereof.

            (D) If any of the Series H Notes subject to an Asset Sale Offer is
      in the form of a Global Note, then the Company shall modify such notice to
      the extent necessary to accord with the Applicable Procedures of the
      Depositary applicable to offers to purchase.

            (E) On or before the Purchase Date, the Company shall, to the extent
      lawful, accept for payment, on a pro rata basis to the extent necessary,
      the Offer Amount of Series H Notes or portions thereof tendered pursuant
      to the Asset Sale Offer, or if less than the Offer Amount has been
      tendered, all Series H Notes tendered, and shall deliver to the Trustee an
      officer's certificate stating that such Series H Notes or portions thereof
      were accepted for payment by the Company in accordance with the terms of
      this Section 1(h)(iv). The Paying Agent shall promptly (but in any case
      not later than five days after the Purchase Date) mail or deliver to each
      tendering Holder of Series H Notes an amount equal to the purchase price
      of the Series H Notes tendered by such Holder of Series H Notes and
      accepted by the Company for purchase, and the Company shall promptly issue
      a new Series H Note, and the Trustee, upon written request from the
      Company, shall authenticate and make available for delivery such new
      Series H Note to such Holder of Series H Notes, in a principal amount
      equal to any unpurchased portion of the Series H Note surrendered;
      provided that each such new Series H Note shall be in a principal amount
      of $1,000 or an integral multiple thereof. Any Series H Note not so
      accepted shall be promptly mailed or delivered by the Company to the
      Holder thereof. The Company shall publicly announce the results of the
      Asset Sale Offer on the Purchase Date.

            (F) The provisions of this Section 1(h)(iv) ("Offer to Purchase by
      Application of Excess Proceeds") is subject to the provisions of Section
      1(u)(xiv) ("Certain Covenants and Definitions--Suspension of Certain
      Covenants").

            (v) Offers to Purchase - General.

            (A) If the Change of Control Payment Date or Purchase Date is on or
      after a Regular Record Date and on or before the related Interest Payment
      Date, any accrued and unpaid interest and Liquidated Damages, if any,
      shall be paid to the Person in whose name a Series H Note is registered at
      the close of business on such Regular Record Date, and no additional
      interest or Liquidated Damages shall be payable to Holders of Series H
      Notes who tender Series H Notes pursuant to the Change of Control Offer or
      the Asset Sale Offer.


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            (B) The Company shall comply with the requirements of Rule 14e-1
      under the Exchange Act and any other securities laws and regulations
      thereunder to the extent those laws and regulations are applicable in
      connection with a Change of Control Offer or an Asset Sale Offer. To the
      extent that the provisions of any securities laws or regulations conflict
      with the Change of Control Offer or Asset Sale Offer provisions of this
      Officer's Certificate, the Company shall comply with the applicable
      securities laws and regulations and shall not be deemed to have breached
      its obligations under the Change of Control Offer or Asset Sale Offer
      provisions of this Officer's Certificate by virtue of such conflict.

      (i) The Series H Notes are issuable only in denominations of $1,000 and
      integral multiples of $1,000 in excess thereof.

      (j) Not applicable.

      (k) Not applicable.

      (l) Not applicable.

      (m) See subsection (e) above.

      (n) Not applicable.

      (o) Not applicable.

      (p) Not applicable.

      (q) Book-entry; Delivery and Form.

            (i) Form and Dating.

            The Series H Notes and the Trustee's certificate of authentication
      shall be substantially in the form of Exhibit A hereto. The Series H Notes
      may have notations, legends or endorsements required by law, stock
      exchange rule or usage. Each Series H Note shall be dated the date of its
      authentication. The Series H Notes shall be in denominations of $1,000 and
      integral multiples thereof.

            The terms and provisions contained in the Series H Notes shall
      constitute, and are hereby expressly made, a part of this Officer's
      Certificate, and the Company, by its execution and delivery of this
      Officer's Certificate, expressly agrees to such terms and provisions and
      to be bound thereby. However, to the extent any provision of any Series H
      Note conflicts with the express provisions of this Officer's Certificate
      or the Indenture, the provisions of this Officer's Certificate or the
      Indenture, as applicable, shall govern and be controlling.


                                       12
<PAGE>

            Series H Notes issued in global form shall be substantially in the
      form of Exhibit A attached hereto (including the Global Note Legend and
      the "Schedule of Exchanges in the Global Note" attached thereto). Series H
      Notes issued in definitive form shall be substantially in the form of
      Exhibit A attached hereto (but without the Global Note Legend and without
      the "Schedule of Exchanges of Interests in the Global Note" attached
      thereto). Each Global Note shall represent such aggregate principal amount
      of the outstanding Series H Notes as shall be specified therein and each
      shall provide that it shall represent the aggregate principal amount of
      outstanding Series H Notes from time to time endorsed thereon and that the
      aggregate principal amount of outstanding Series H Notes represented
      thereby may from time to time be reduced or increased, as appropriate, to
      reflect exchanges and redemptions. Any endorsement of a Global Note to
      reflect the amount of any increase or decrease in the aggregate principal
      amount of outstanding Series H Notes represented thereby shall be made by
      the Trustee, the Depositary or the Note Custodian, at the direction of the
      Trustee, in accordance with instructions given by the Holder thereof as
      required by Section 1(q)(v) of this Officer's Certificate.

            The provisions of the "Operating Procedures of the Euroclear System"
      and "Terms and Conditions Governing Use of Euroclear" and the "General
      Terms and Conditions of Clearstream Bank" and "Customer Handbook" of
      Clearstream shall be applicable to transfers of beneficial interests in
      the Regulation S Global Notes that are held by members of, or
      Participants, in DTC through Euroclear or Clearstream.

            (ii) Authentication.

            The Trustee or an Authenticating Agent shall authenticate by
      delivery and execution of a Trustee's Certificate of Authentication in the
      form set forth in Section 2.02 of the Indenture (A) the Series H Notes for
      original issue on the Issue Date in the aggregate principal amount of
      $100,000,000 (the "Original Notes"), (B) additional Series H Notes for
      original issue from time to time after the Issue Date in such principal
      amounts as may be set forth in a Company Order (such additional Series H
      Notes, together with the Original Notes, the "Initial Notes") and (C) any
      Exchange Notes from time to time for issue only in exchange for a like
      principal amount of Initial Notes, in each case, upon a Company Order,
      which Company Order shall specify (x) the amount of Series H Notes to be
      authenticated and the date of original issue thereof, (y) whether the
      Series H Notes are Initial Notes or Exchange Notes and (z) the amount of
      Series H Notes to be issued in global form or definitive form. The
      aggregate principal amount of Series H Notes outstanding at any time may
      not exceed $100,000,000 plus such additional principal amounts as may be
      issued and authenticated pursuant to clause (B) of this paragraph, except
      as provided in Section 1(q)(vi) of this Officer's Certificate.

            (iii) Security Registrar, Paying Agent and Depositary.

            The Company initially appoints the Trustee to act as the Security
      Registrar and Paying Agent for the Series H Notes. Upon the occurrence of
      an event set forth under Sections 1(h)(i)(B)(1) or 1(h)(i)(B)(2) herein or
      an Event of Default set forth in Sections


                                       13
<PAGE>

      10.01(d) or 10.01(e) of the Indenture, the Trustee shall serve as Paying
      Agent for the Series H Notes. The Company shall maintain a Place of
      Payment for the Series H Notes within the City and State of New York
      pursuant to Section 6.02 of the Indenture.

            The Company initially appoints The Depository Trust Company ("DTC")
      to act as Depositary with respect to the Global Notes. The Trustee has
      been appointed by DTC to act as Note Custodian with respect to the Global
      Notes.

            (iv) Liquidated Damages, if any, to be Held in Trust.

            Payments of Liquidated Damages, if any, shall be subject to the
      provisions of Section 6.03 of the Indenture to the same extent as any
      payments of principal of or premium or interest on the Series H Notes.

            (v) Transfer and Exchange.

            (A) Transfer and Exchange of Global Notes. A Global Note may not be
      transferred as a whole except by the Depositary to a nominee of the
      Depositary, by a nominee of the Depositary to the Depositary or to another
      nominee of the Depositary, or by the Depositary or any such nominee to a
      successor Depositary or a nominee of such successor Depositary. All Global
      Notes shall be exchanged by the Company for Definitive Notes if:

            (1)   the Company delivers to the Trustee notice from the Depositary
                  that it is unwilling or unable to continue to act as
                  Depositary for the Global Notes or that it is no longer a
                  clearing agency registered under the Exchange Act and, in
                  either case, a successor Depositary is not appointed by the
                  Company within 90 days after the date of such notice from the
                  Depositary or

            (2)   the Company in its sole discretion notifies the Trustee in
                  writing that it elects to cause issuance of the Series H Notes
                  in certificated form; or

            (3)   there has occurred and is continuing a Default or Event of
                  Default with respect to the Series H Notes.

            Upon the occurrence of either of the preceding events in (1), (2) or
            (3) above, Definitive Notes shall be issued in such names as the
            Depositary shall instruct the Trustee. Global Notes also may be
            exchanged or replaced, in whole or in part, as provided in Sections
            3.06 and 3.09 of the Indenture. Every Series H Note authenticated
            and delivered in exchange for, or in lieu of, a Global Note or any
            portion thereof, pursuant to Sections 3.06 and 3.09 of the
            Indenture, shall be authenticated and delivered in the form of, and
            shall be, a Global Note. A Global Note may not be exchanged for
            another Series H Note other than as provided in this Section
            1(q)(v)(A), however, beneficial interests in a Global Note may be


                                       14
<PAGE>

            transferred and exchanged as provided in Section 1(q)(v)(B), (C) or
            (F) of this Officer's Certificate.

            (B) Transfer and Exchange of Beneficial Interests in the Global
      Notes. The transfer and exchange of beneficial interests in the Global
      Notes shall be effected through the Depositary, in accordance with the
      provisions of this Officer's Certificate and the Applicable Procedures.
      Beneficial interests in the Restricted Global Notes shall be subject to
      restrictions on transfer comparable to those set forth herein to the
      extent required by the Securities Act. Transfers of beneficial interests
      in the Global Notes also shall require compliance with either subparagraph
      (1) or (2) below, as applicable, as well as one or more of the other
      following subparagraphs as applicable:

                  (1) Transfer of Beneficial Interests in the Same Global Note.
            Beneficial interests in any Restricted Global Note may be
            transferred to Persons who take delivery thereof in the form of a
            beneficial interest in the same Restricted Global Note in accordance
            with the transfer restrictions set forth in the Private Placement
            Legend; provided, however, that prior to the expiration of the
            Restricted Period transfers of beneficial interests in the
            Regulation S Global Note may not be made to a U.S. Person or for the
            account or benefit of a U.S. Person (other than an Initial
            Purchaser). Beneficial interests in any Unrestricted Global Note may
            be transferred only to Persons who take delivery thereof in the form
            of a beneficial interest in an Unrestricted Global Note. No written
            orders or instructions shall be required to be delivered to the
            Security Registrar to effect the transfers described in this Section
            1(q)(v)(B)(1).

                  (2) All Other Transfers and Exchanges of Beneficial Interests
            in Global Notes. In connection with all transfers and exchanges of
            beneficial interests (other than a transfer of a beneficial interest
            in a Global Note to a Person who takes delivery thereof in the form
            of a beneficial interest in the same Global Note), the transferor of
            such beneficial interest must deliver to the Security Registrar
            either:

                        (a) both (i) a written order from a Participant or an
                  Indirect Participant given to the Depositary in accordance
                  with the Applicable Procedures directing the Depositary to
                  credit or cause to be credited a beneficial interest in
                  another Global Note in an amount equal to the beneficial
                  interest to be transferred or exchanged and (ii) instructions
                  given in accordance with the Applicable Procedures containing
                  information regarding the Participant account to be credited
                  with such increase or

                        (b) both (i) a written order from a Participant or an
                  Indirect Participant given to the Depositary in accordance
                  with the Applicable Procedures directing the Depositary to
                  cause to be issued a Definitive Note in an amount equal to the
                  beneficial interest to be transferred or


                                       15
<PAGE>

                  exchanged and (ii) instructions given by the Depositary to the
                  Security Registrar containing information regarding the Person
                  in whose name such Definitive Note shall be registered to
                  effect the transfer or exchange referred to in (i) above.

            Upon an Exchange Offer by the Company in accordance with Section
            1(q)(v)(F) of this Officer's Certificate, the requirements of this
            Section 1(q)(v)(B)(2) shall be deemed to have been satisfied upon
            receipt by the Security Registrar of the instructions contained in
            the Letter of Transmittal delivered by the Holder of such beneficial
            interests in the Restricted Global Notes. Upon notification from the
            Security Registrar that all of the requirements for transfer or
            exchange of beneficial interests in Global Notes contained in this
            Officer's Certificate, the Series H Notes and otherwise applicable
            under the Securities Act have been satisfied, the Trustee shall
            adjust the principal amount of the relevant Global Notes pursuant to
            Section 1(q)(v)(H) of this Officer's Certificate.

                  (3) Transfer of Beneficial Interests to Another Restricted
            Global Note. A beneficial interest in any Restricted Global Note may
            be transferred to a Person who takes delivery thereof in the form of
            a beneficial interest in another Restricted Global Note if the
            transfer complies with the requirements of clause (2) above and the
            Security Registrar receives the following:

                        (a) if the transferee shall take delivery in the form of
                  a beneficial interest in the Rule 144A Global Note, then the
                  transferor must deliver a certificate in the form of Exhibit B
                  hereto, including the certifications in Item (1) thereof; or

                        (b) if the transferee shall take delivery in the form of
                  a beneficial interest in the Regulation S Global Note, then
                  the transferor must deliver a certificate in the form of
                  Exhibit B hereto, including the certifications in Item (2)
                  thereof.

                  (4) Transfer and Exchange of Beneficial Interests in a
            Restricted Global Note for Beneficial Interests in the Unrestricted
            Global Note. A beneficial interest in any Restricted Global Note may
            be exchanged by any holder thereof for a beneficial interest in an
            Unrestricted Global Note or transferred to a Person who takes
            delivery thereof in the form of a beneficial interest in an
            Unrestricted Global Note if the exchange or transfer complies with
            the requirements of clause (2) above and:

                        (a) such exchange or transfer is effected pursuant to an
                  Exchange Offer in accordance with the Registration Rights
                  Agreement and the holder of the beneficial interest to be
                  transferred, in the case of an exchange, or the transferee, in
                  the case of a transfer, is not (i) a broker-dealer, (ii) a
                  Person participating in the distribution of the Exchange Notes


                                       16
<PAGE>

                  or (iii) a Person who is an affiliate (as defined in Rule 144)
                  of the Company;

                        (b) any such transfer is effected pursuant to a Shelf
                  Registration Statement in accordance with the Registration
                  Rights Agreement;

                        (c) any such transfer is effected by a Broker-Dealer
                  pursuant to an Exchange Offer Registration Statement in
                  accordance with the Registration Rights Agreement; or

                        (d) the Security Registrar receives the following:

            (i) if the holder of such beneficial interest in a Restricted Global
      Note proposes to exchange such beneficial interest for a beneficial
      interest in an Unrestricted Global Note, a certificate from such holder in
      the form of Exhibit C hereto, including the certifications in Item (1)(a)
      thereof; or

            (ii) if the holder of such beneficial interest in a Restricted
      Global Note proposes to transfer such beneficial interest to a Person who
      shall take delivery thereof in the form of a beneficial interest in an
      Unrestricted Global Note, a certificate from such holder in the form of
      Exhibit B hereto, including the certifications in Item (4) thereof;

      and, in each such case set forth in this subparagraph (d), an Opinion of
      Counsel in form reasonably acceptable to the Company to the effect that
      such exchange or transfer is in compliance with the Securities Act and
      that the restrictions on transfer contained herein and in the Private
      Placement Legend are not required in order to maintain compliance with the
      Securities Act.

            If any such transfer is effected pursuant to subparagraph (b) or (d)
      above at a time when an Unrestricted Global Note has not yet been issued,
      the Company shall issue and, upon receipt of an authentication order in
      accordance with Section 1(q)(ii) of this Officer's Certificate, the
      Trustee shall authenticate one or more Unrestricted Global Notes in an
      aggregate principal amount equal to the principal amount of beneficial
      interests transferred pursuant to subparagraph (b) or (d) above.

            Beneficial interests in an Unrestricted Global Note cannot be
      exchanged for, or transferred to Persons who take delivery thereof in the
      form of, a beneficial interest in a Restricted Global Note.

            (C) Transfer or Exchange of Beneficial Interests for Definitive
      Notes.

                  (1) Beneficial Interests in Restricted Global Notes to
            Restricted Definitive Notes. If any holder of a beneficial interest
            in a Restricted Global Note proposes to exchange such beneficial
            interest for a Definitive Note or to transfer such beneficial
            interest to a Person who takes delivery thereof in the form of a


                                       17
<PAGE>

            Definitive Note, then, upon receipt by the Security Registrar of the
            following documentation:

                        (a) if the holder of such beneficial interest in a
                  Restricted Global Note proposes to exchange such beneficial
                  interest for a Restricted Definitive Note, a certificate from
                  such holder in the form of Exhibit C hereto, including the
                  certifications in Item (2)(a) thereof;

                        (b) if such beneficial interest is being transferred to
                  a QIB in accordance with Rule 144A under the Securities Act, a
                  certificate to the effect set forth in Exhibit B hereto,
                  including the certifications in Item (1) thereof;

                        (c) if such beneficial interest is being transferred to
                  a Non-U.S. Person in an offshore transaction in accordance
                  with Rule 903 or Rule 904 under the Securities Act, a
                  certificate to the effect set forth in Exhibit B hereto,
                  including the certifications in Item (2) thereof;

                        (d) if such beneficial interest is being transferred
                  pursuant to an exemption from the registration requirements of
                  the Securities Act in accordance with Rule 144 under the
                  Securities Act, a certificate to the effect set forth in
                  Exhibit B hereto, including the certifications in Item (3)(a)
                  thereof;

                        (e) if such beneficial interest is being transferred to
                  an Institutional Accredited Investor or in reliance on any
                  other exemption from the registration requirements of the
                  Securities Act, in either case other than those listed in
                  subparagraphs (b) through (d) above, then the transferor must
                  deliver a certificate in the form of Exhibit B hereto,
                  including the certifications, certificates and any Opinion of
                  Counsel required by Item (3) thereof, if applicable;

                        (f) if such beneficial interest is being transferred to
                  the Company or any of its Subsidiaries, a certificate to the
                  effect set forth in Exhibit B hereto, including the
                  certifications in Item (3)(b) thereof; or

                        (g) if such beneficial interest is being transferred
                  pursuant to an effective registration statement under the
                  Securities Act, a certificate to the effect set forth in
                  Exhibit B hereto, including the certifications in Item (3)(c)
                  thereof,

      the Trustee, upon notice of receipt of such documentation by the Security
      Registrar, shall cause the aggregate principal amount of the applicable
      Global Note to be reduced accordingly pursuant to Section 1(q)(v)(H) of
      this Officer's Certificate, and the Company shall execute and the Trustee
      shall authenticate and make available for delivery to the


                                       18
<PAGE>

      Person designated in the instructions a Definitive Note in the appropriate
      principal amount. Any Definitive Note issued in exchange for a beneficial
      interest in a Restricted Global Note pursuant to this Section 1(q)(v)(C)
      shall be registered in such name or names and in such authorized
      denomination or denominations as the holder of such beneficial interest
      shall instruct the Security Registrar through instructions from the
      Depositary and the Participant or Indirect Participant. The Trustee shall
      make available for delivery such Definitive Notes to the Persons in whose
      names such Series H Notes are so registered. Any Definitive Note issued in
      exchange for a beneficial interest in a Restricted Global Note pursuant to
      this Section 1(q)(v)(C)(1) shall bear the Private Placement Legend and
      shall be subject to all restrictions on transfer contained therein.

            Notwithstanding Sections 1(q)(v)(C)(1)(a) and (c) hereof, a
      beneficial interest in the Regulation S Global Note may not be (a)
      exchanged for a Definitive Note prior to (x) the expiration of the
      Restricted Period and (y) the receipt by the Security Registrar of any
      certificates required pursuant to Rule 903(c)(3)(B) under the Securities
      Act or (b) transferred to a Person who takes delivery thereof in the form
      of a Definitive Note prior to the conditions set forth in clause (a) above
      or unless the transfer is pursuant to an exemption from the registration
      requirements of the Securities Act other than Rule 903 or Rule 904.

                  (2) Beneficial Interests in Restricted Global Notes to
            Unrestricted Definitive Notes. Notwithstanding Section 1(q)(v)(C)(1)
            hereof, a holder of a beneficial interest in a Restricted Global
            Note may exchange such beneficial interest for an Unrestricted
            Definitive Note or may transfer such beneficial interest to a Person
            who takes delivery thereof in the form of an Unrestricted Definitive
            Note only if:

                        (a) such exchange or transfer is effected pursuant to an
                  Exchange Offer in accordance with the Registration Rights
                  Agreement and the holder of such beneficial interest, in the
                  case of an exchange, or the transferee, in the case of a
                  transfer, is not (i) a broker-dealer, (ii) a Person
                  participating in the distribution of the Exchange Notes or
                  (iii) a Person who is an affiliate (as defined in Rule 144) of
                  the Company;

                        (b) any such transfer is effected pursuant to a Shelf
                  Registration Statement in accordance with the Registration
                  Rights Agreement;

                        (c) any such transfer is effected by a Broker-Dealer
                  pursuant to an Exchange Offer Registration Statement in
                  accordance with the Registration Rights Agreement; or

                        (d) the Security Registrar receives the following:

                  (i) if the holder of such beneficial interest in a Restricted
      Global Note proposes to exchange such beneficial interest for a Definitive
      Note that does not bear the


                                       19
<PAGE>

      Private Placement Legend, a certificate from such holder in the form of
      Exhibit C hereto, including the certifications in Item (1)(b) thereof; or

                  (ii) if the holder of such beneficial interest in a Restricted
      Global Note proposes to transfer such beneficial interest to a Person who
      shall take delivery thereof in the form of a Definitive Note that does not
      bear the Private Placement Legend, a certificate from such holder in the
      form of Exhibit B hereto, including the certifications in Item (4)
      thereof;

      and, in each such case set forth in this subparagraph (d), an Opinion of
      Counsel in form reasonably acceptable to the Company, to the effect that
      such exchange or transfer is in compliance with the Securities Act and
      that the restrictions on transfer contained herein and in the Private
      Placement Legend are not required in order to maintain compliance with the
      Securities Act.

                  (3) Beneficial Interests in Unrestricted Global Notes to
            Unrestricted Definitive Notes. If any holder of a beneficial
            interest in an Unrestricted Global Note proposes to exchange such
            beneficial interest for a Definitive Note or to transfer such
            beneficial interest to a Person who takes delivery thereof in the
            form of a Definitive Note, then, upon notice by the Security
            Registrar of satisfaction of the conditions set forth in Section
            1(q)(v)(B)(2) of this Officer's Certificate, the Trustee shall cause
            the aggregate principal amount of the applicable Global Note to be
            reduced accordingly pursuant to Section 1(q)(v)(H) of this Officer's
            Certificate, and the Company shall execute and the Trustee shall
            authenticate and make available for delivery to the Person
            designated in the instructions a Definitive Note in the appropriate
            principal amount. Any Definitive Note issued in exchange for a
            beneficial interest pursuant to this Section 1(q)(v)(C)(3) shall be
            registered in such name or names and in such authorized denomination
            or denominations as the holder of such beneficial interest shall
            instruct the Security Registrar through instructions from the
            Depositary and the Participant or Indirect Participant. The Trustee
            shall make available for delivery such Definitive Notes to the
            Persons in whose names such Series H Notes are so registered. Any
            Definitive Note issued in exchange for a beneficial interest
            pursuant to this Section 1(q)(v)(C)(3) shall not bear the Private
            Placement Legend. A beneficial interest in an Unrestricted Global
            Note cannot be exchanged for a Definitive Note bearing the Private
            Placement Legend or transferred to a Person who takes delivery
            thereof in the form of a Definitive Note bearing the Private
            Placement Legend.

            (D) Transfer and Exchange of Definitive Notes for Beneficial
      Interests.

                  (1) Restricted Definitive Notes to Beneficial Interests in
            Restricted Global Notes. If any Holder of a Restricted Definitive
            Note proposes to exchange such Series H Note for a beneficial
            interest in a Restricted Global Note or to transfer such Definitive
            Notes to a Person who takes delivery thereof in the form


                                       20
<PAGE>

            of a beneficial interest in a Restricted Global Note, then, upon
            receipt by the Security Registrar of the following documentation:

                        (a) if the Holder of such Restricted Definitive Note
                  proposes to exchange such Series H Note for a beneficial
                  interest in a Restricted Global Note, a certificate from such
                  Holder in the form of Exhibit C hereto, including the
                  certifications in Item (2)(b) thereof;

                        (b) if such Definitive Note is being transferred to a
                  QIB in accordance with Rule 144A under the Securities Act, a
                  certificate to the effect set forth in Exhibit B hereto,
                  including the certifications in Item (1) thereof;

                        (c) if such Definitive Note is being transferred to a
                  Non-U.S. Person in an offshore transaction in accordance with
                  Rule 903 or Rule 904 under the Securities Act, a certificate
                  to the effect set forth in Exhibit B hereto, including the
                  certifications in Item (2) thereof;

                        (d) if such Definitive Note is being transferred
                  pursuant to an exemption from the registration requirements of
                  the Securities Act in accordance with Rule 144 under the
                  Securities Act, a certificate to the effect set forth in
                  Exhibit B hereto, including the certifications in Item (3)(a)
                  thereof;

                        (e) if such Definitive Note is being transferred to an
                  Institutional Accredited Investor or in reliance on any other
                  exemption from the registration requirements of the Securities
                  Act, in either case, other than those listed in subparagraphs
                  (b) through (d) above, a certificate in the form of Exhibit B
                  hereto, including certifications, certificates, and any
                  Opinion of Counsel required by Item (3) thereof, if
                  applicable;

                        (f) if such Definitive Note is being transferred to the
                  Company or any of its Subsidiaries, a certificate to the
                  effect set forth in Exhibit B hereto, including the
                  certifications in Item (3)(b) thereof; or

                        (g) if such Definitive Note is being transferred
                  pursuant to an effective registration statement under the
                  Securities Act, a certificate to the effect set forth in
                  Exhibit B hereto, including the certifications in Item (3)(c)
                  thereof,

      the Trustee, upon notice of receipt of such documentation by the Security
      Registrar, shall cancel the Definitive Note, increase or cause to be
      increased the aggregate principal amount of, in the case of subparagraph
      (a) above, the appropriate Restricted Global Note and, in the case of
      subparagraph (b) above, the Rule 144A Global Note, and, in the case of
      subparagraph (c) above, the Regulation S Global Note.


                                       21
<PAGE>

                  (2) Restricted Definitive Notes to Beneficial Interests in
            Unrestricted Global Notes. A Holder of a Restricted Definitive Note
            may exchange such Series H Note for a beneficial interest in an
            Unrestricted Global Note or transfer such Restricted Definitive Note
            to a Person who takes delivery thereof in the form of a beneficial
            interest in an Unrestricted Global Note only if:

                        (a) such exchange or transfer is effected pursuant to an
                  Exchange Offer in accordance with the Registration Rights
                  Agreement and the Holder, in the case of an exchange, or the
                  transferee, in the case of a transfer, is not (i) a
                  broker-dealer, (ii) a Person participating in the distribution
                  of the Exchange Notes or (iii) a Person who is an affiliate
                  (as defined in Rule 144) of the Company;

                        (b) any such transfer is effected pursuant to a Shelf
                  Registration Statement in accordance with the Registration
                  Rights Agreement;

                        (c) any such transfer is effected by a Broker-Dealer
                  pursuant to an Exchange Offer Registration Statement in
                  accordance with the Registration Rights Agreement; or

                        (d) the Security Registrar receives the following:

                  (i) if the Holder of such Definitive Notes proposes to
      exchange such Series H Notes for a beneficial interest in the Unrestricted
      Global Note, a certificate from such Holder in the form of Exhibit C
      hereto, including the certifications in Item (1)(c) thereof; or

                  (ii) if the Holder of such Definitive Notes proposes to
      transfer such Series H Notes to a Person who shall take delivery thereof
      in the form of a beneficial interest in the Unrestricted Global Note, a
      certificate from such Holder in the form of Exhibit B hereto, including
      the certifications in Item (4) thereof;

      and, in each such case set forth in this subparagraph (d), an Opinion of
      Counsel in form reasonably acceptable to the Company to the effect that
      such exchange or transfer is in compliance with the Securities Act, that
      the restrictions on transfer contained herein and in the Private Placement
      Legend are not required in order to maintain compliance with the
      Securities Act, and such Definitive Notes are being exchanged or
      transferred in compliance with any applicable blue sky securities laws of
      any State of the United States.

            Upon satisfaction of the conditions of any of the subparagraphs in
      this Section 1(q)(v)(D)(2), the Trustee shall cancel the Definitive Notes
      and increase or cause to be increased the aggregate principal amount of
      the Unrestricted Global Note.

                  (3) Unrestricted Definitive Notes to Beneficial Interests in
            Unrestricted Global Notes. A Holder of an Unrestricted Definitive
            Note may exchange such Series H Note for a beneficial interest in an
            Unrestricted Global


                                       22
<PAGE>

            Note or transfer such Definitive Notes to a Person who takes
            delivery thereof in the form of a beneficial interest in an
            Unrestricted Global Note at any time. Upon receipt of a request for
            such an exchange or transfer, the Trustee shall cancel the
            applicable Unrestricted Definitive Note and increase or cause to be
            increased the aggregate principal amount of one of the Unrestricted
            Global Notes.

                  If any such exchange or transfer from a Definitive Note to a
            beneficial interest is effected pursuant to Sections
            1(q)(v)(D)(2)(b) or (d) or the first paragraph of this Section
            1(q)(v)(D)(3) at a time when an Unrestricted Global Note has not yet
            been issued, the Company shall issue and, upon receipt of an
            authentication order in accordance with Section 1(q)(ii) of this
            Officer's Certificate, the Trustee shall authenticate one or more
            Unrestricted Global Notes in an aggregate principal amount equal to
            the principal amount of beneficial interests transferred pursuant to
            Sections 1(q)(v)(D)(2)(b) or (d) or the first paragraph of this
            Section 1(q)(v)(D)(3).

            (E) Transfer and Exchange of Definitive Notes for Definitive Notes.
      Upon request by a Holder of Definitive Notes and such Holder's compliance
      with the provisions of this Section 1(q)(v)(E), the Security Registrar
      shall register the transfer or exchange of Definitive Notes. Prior to such
      registration of transfer or exchange, the requesting Holder shall present
      or surrender to the Security Registrar the Definitive Notes duly endorsed
      or accompanied by a written instruction of transfer in form satisfactory
      to the Security Registrar duly executed by such Holder or by his attorney,
      duly authorized in writing. In addition, the requesting Holder shall
      provide any additional certifications, documents and information, as
      applicable, pursuant to the provisions of this Section 1(q)(v)(E).

                  (1) Restricted Definitive Notes to Restricted Definitive
            Notes. Restricted Definitive Notes may be transferred to and
            registered in the name of Persons who take delivery thereof if the
            Security Registrar receives the following:

                        (a) if the transfer shall be made pursuant to Rule 144A
                  under the Securities Act, then the transferor must deliver a
                  certificate in the form of Exhibit B hereto, including the
                  certifications in Item (1) thereof;

                        (b) if the transfer shall be made pursuant to Rule 903
                  or Rule 904 of the Securities Act, then the transferor must
                  deliver a certificate in the form of Exhibit B hereto,
                  including the certifications in Item (2) thereof; and

                        (c) if the transfer shall be made pursuant to any other
                  exemption from the registration requirements of the Securities
                  Act, then the transferor must deliver a certificate in the
                  form of Exhibit B hereto, including the certifications,
                  certificates and Opinion of Counsel required by Item (3)
                  thereof, if applicable.


                                       23
<PAGE>

                  (2) Restricted Definitive Notes to Unrestricted Definitive
            Notes. Any Restricted Definitive Note may be exchanged by the Holder
            thereof for an Unrestricted Definitive Note or transferred to a
            Person or Persons who take delivery thereof in the form of an
            Unrestricted Definitive Note if:

                        (a) such exchange or transfer is effected pursuant to an
                  Exchange Offer in accordance with the Registration Rights
                  Agreement and the Holder of such Series H Notes, in the case
                  of an exchange, or the transferee, in the case of a transfer,
                  is not (i) a broker-dealer, (ii) a Person participating in the
                  distribution of the Exchange Notes or (iii) a Person who is an
                  affiliate (as defined in Rule 144) of the Company;

                        (b) any such transfer is effected pursuant to a Shelf
                  Registration Statement in accordance with the Registration
                  Rights Agreement;

                        (c) any such transfer is effected by a Broker-Dealer
                  pursuant to an Exchange Offer Registration Statement in
                  accordance with the Registration Rights Agreement; or

                        (d) the Security Registrar receives the following:

                  (i) if the Holder of such Restricted Definitive Notes proposes
      to exchange such Series H Notes for an Unrestricted Definitive Note, a
      certificate from such Holder in the form of Exhibit C hereto, including
      the certifications in Item (1)(b) thereof; or

                  (ii) if the Holder of such Restricted Definitive Notes
      proposes to transfer such Series H Notes to a Person who shall take
      delivery thereof in the form of an Unrestricted Definitive Note, a
      certificate from such Holder in the form of Exhibit B hereto, including
      the certifications in Item (4) thereof;

      and, in each such case set forth in this subparagraph (d), an Opinion of
      Counsel in form reasonably acceptable to the Company to the effect that
      such exchange or transfer is in compliance with the Securities Act, that
      the restrictions on transfer contained herein and in the Private Placement
      Legend are not required in order to maintain compliance with the
      Securities Act, and such Restricted Definitive Note is being exchanged or
      transferred in compliance with any applicable blue sky securities laws of
      any State of the United States.

                  (3) Unrestricted Definitive Notes to Unrestricted Definitive
            Notes. A Holder of Unrestricted Definitive Notes may transfer such
            Series H Notes to a Person who takes delivery thereof in the form of
            an Unrestricted Definitive Note. Upon receipt of a request for such
            a transfer, the Security Registrar shall register the Unrestricted
            Definitive Notes pursuant to the instructions from the Holder


                                       24
<PAGE>

            thereof. Unrestricted Definitive Notes cannot be exchanged for or
            transferred to Persons who take delivery thereof in the form of a
            Restricted Definitive Note.

            (F) Exchange Offer. Upon the occurrence of an Exchange Offer in
      accordance with the Registration Rights Agreement, the Company shall issue
      and, upon receipt of (a) an authentication order in accordance with
      Section 1(q)(ii) of this Officer's Certificate and (b) an Opinion of
      Counsel opining as to the enforceability of the Exchange Notes and the
      guarantees thereof, if any, the Trustee shall authenticate (1) one or more
      Unrestricted Global Notes in an aggregate principal amount equal to the
      principal amount of the beneficial interests in the Restricted Global
      Notes tendered for acceptance by Persons that are not (i) broker-dealers,
      (ii) Persons participating in the distribution of the Exchange Notes or
      (iii) Persons who are affiliates (as defined in Rule 144) of the Company
      and accepted for exchange in such Exchange Offer and (2) Definitive Notes
      in an aggregate principal amount equal to the principal amount of the
      Restricted Definitive Notes accepted for exchange in such Exchange Offer,
      unless the Holders of such Restricted Definitive Notes shall request the
      receipt of Definitive Notes, in which case the Company shall execute and
      the Trustee shall authenticate and deliver to the Persons designated by
      the Holders of such Restricted Definitive Notes one or more Definitive
      Notes without the Private Placement Legend in the appropriate principal
      amount. Concurrent with the issuance of such Unrestricted Global Notes,
      the Trustee shall cause the aggregate principal amount of the applicable
      Restricted Global Notes to be reduced accordingly, and the Company shall
      execute and the Trustee shall authenticate and make available for delivery
      to the Persons designated by the Holders of Definitive Notes so accepted
      Definitive Notes in the appropriate principal amount.

            (G) Legends. The following legends shall appear on the face of all
      Global Notes and Definitive Notes issued under this Indenture unless
      specifically stated otherwise in the applicable provisions of this
      Officer's Certificate.

                  (1) Private Placement Legend.

                        (a) Except as permitted by subparagraph (b) below, each
                  Global Note and each Definitive Note (and all Series H Notes
                  issued in exchange therefor or substitution thereof) shall
                  bear the legend in substantially the following form:

      "THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR OTHER SECURITIES LAWS.
      NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
      REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
      DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION
      IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
      SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1)
      REPRESENTS THAT (A) IT IS A "QUALIFIED


                                       25
<PAGE>

      INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR
      (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING ITS NOTE IN AN "OFFSHORE
      TRANSACTION" PURSUANT TO RULE 904 OF REGULATION S UNDER THE SECURITIES
      ACT, (2) AGREES THAT IT SHALL NOT PRIOR TO (X) THE DATE WHICH IS TWO YEARS
      (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144(k) UNDER THE
      SECURITIES ACT OR ANY SUCCESSOR PROVISION THEREUNDER) AFTER THE LATER OF
      THE ORIGINAL ISSUE DATE HEREOF (OR OF ANY PREDECESSOR OF THIS NOTE) OR THE
      LAST DAY ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE
      OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) AND (Y) SUCH LATER
      DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW (THE "RESALE
      RESTRICTION TERMINATION DATE"), OFFER, SELL OR OTHERWISE TRANSFER THIS
      NOTE EXCEPT (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT
      WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO
      LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A
      PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS
      DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN
      ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM
      NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A
      INSIDE THE UNITED STATES, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S.
      PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF
      REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANY OTHER
      AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
      ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS NOTE IS
      TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND; PROVIDED
      THAT THE COMPANY, THE TRUSTEE AND THE SECURITY REGISTRAR SHALL HAVE THE
      RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE
      (C), (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
      CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND
      (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATION OF
      TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS NOTE IS COMPLETED
      AND DELIVERED BY THIS TRANSFEROR TO THE TRUSTEE. THIS LEGEND SHALL BE
      REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION
      TERMINATION DATE. AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION,"
      "UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY
      REGULATION S UNDER THE SECURITIES ACT."

                        (b) Notwithstanding the foregoing, any Global Note or
                  Definitive Note issued pursuant to subparagraph (B)(4),
                  (C)(2), (D)(2), (D)(3), (E)(2), (E)(3) or (F) of this Section
                  1(q)(v) (and all Series H Notes issued


                                       26
<PAGE>

                  in exchange therefor or substitution thereof) shall not bear
                  the Private Placement Legend.

                  (2) Global Note Legend. Each Global Note shall bear a legend
            in substantially the following form:

      "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE OFFICER'S
      CERTIFICATE UNDER THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN
      CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT
      TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE
      TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO
      ARTICLE III OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN
      WHOLE BUT NOT IN PART PURSUANT TO SECTION 1(q)(v)(A) OF THE OFFICER'S
      CERTIFICATE UNDER THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED
      TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 3.09 OF THE INDENTURE
      AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY
      WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY OR ANY SUCCESSOR THERETO."

            Additionally, for so long as DTC is the Depositary with respect to
      any Global Note, each such Global Note shall also bear a legend in
      substantially the following form:

      "UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
      DEPOSITARY, TO THE COMPANY OR ANY SUCCESSOR THERETO OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY
      PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY
      AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE, OR
      OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
      INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN."

            (H) Cancellation and/or Adjustment of Global Notes. At such time as
      all beneficial interests in a particular Global Note have been exchanged
      for Definitive Notes or a particular Global Note has been redeemed,
      repurchased or canceled in whole and not in part, each such Global Note
      shall be returned to or retained and canceled by the Trustee in accordance
      with Section 3.09 of the Indenture. At any time prior to such
      cancellation, if any beneficial interest in a Global Note is exchanged for
      or transferred to a Person who shall take delivery thereof in the form of
      a beneficial interest in another Global Note or for Definitive Notes, the
      principal amount of Series H Notes represented by such Global Note shall
      be reduced accordingly and an endorsement shall be made on such Global
      Note, by the Trustee, the Note Custodian or the Depositary at the
      direction of


                                       27
<PAGE>

      the Trustee, to reflect such reduction; and if the beneficial interest is
      being exchanged for or transferred to a Person who shall take delivery
      thereof in the form of a beneficial interest in another Global Note, such
      other Global Note shall be increased accordingly and an endorsement shall
      be made on such Global Note, by the Trustee, the Note Custodian or by the
      Depositary at the direction of the Trustee, to reflect such increase.

            (I) General Provisions Relating to Transfers and Exchanges.

            (1) To permit registrations of transfers and exchanges, subject to
      Section 1(q)(v) of this Officer's Certificate, the Company shall execute
      and, upon the Company's order, the Trustee or an Authenticating Agent
      shall authenticate Global Notes and Definitive Notes at the Security
      Registrar's request.

            (2) All certifications, certificates and Opinions of Counsel
      required to be submitted to the Security Registrar pursuant to this
      Section 1(q)(v) to effect a transfer or exchange may be submitted by
      facsimile.

            (3) The Trustee and the Security Registrar shall have no obligation
      or duty to monitor, determine or inquire as to whether any Person is or is
      not a Person described in clauses (i), (ii) and (iii) of each of Sections
      1(q)(v)(B)(4)(a), 1(q)(v)(C)(2)(a), 1(q)(v)(D)(2)(a), 1(q)(v)(E)(2)(a) and
      1(q)(v)(F) of this Officer's Certificate or under applicable law (other
      than the Trust Indenture Act) with respect to any transfer of any interest
      in any Series H Note (including any transfers between or among
      Participants or beneficial owners of interests in any Global Note) other
      than to require delivery of such certificates and other documentation or
      evidence as are expressly required by, and to do so if and when expressly
      required by the terms of, this Indenture, and to examine the same to
      determine substantial compliance as to form with the express requirements
      hereof.

            (vi) Outstanding Series H Notes.

            Notwithstanding the definition of "Outstanding" in Section 1.01 of
      the Indenture, Series H Notes that the Company, a Subsidiary of the
      Company or an Affiliate of the Company offers to purchase or acquires
      pursuant to an offer, exchange offer, tender offer or otherwise shall not
      be deemed to be owned by the Company, such Subsidiary or such Affiliate
      until legal title to such Series H Notes passes to the Company, such
      Subsidiary or such Affiliate, as the case may be.

      (r) Not applicable.

      (s) The Series H Notes have not been registered under the Securities Act
      and may not be offered, sold or otherwise transferred in the absence of
      such registration or an applicable exemption therefrom. No service charge
      shall be made for the registration of transfer or exchange of the Series H
      Notes; provided, however, that the Company may require payment of a sum
      sufficient to cover any tax or other governmental charge


                                       28
<PAGE>

      payable in connection with the exchange or transfer (other than any such
      transfer taxes or similar governmental charge payable upon exchange or
      transfer pursuant to Sections 1.06(f), 3.04, 5.06 or 14.06 of the
      Indenture and Sections 1(h)(iii) and 1(h)(iv) of this Officer's
      Certificate not involving any transfer).

      (t) For purposes of the Series H Notes, "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.

      (u) Certain Covenants and Definitions.

            (i) Restricted Payments.

            (A) The Company shall not, and shall not permit any of its
      Restricted Subsidiaries to, directly or indirectly:

            (1)   declare or pay any dividend or make any other payment or
                  distribution on account of the Company's or any of its
                  Restricted Subsidiaries' Equity Interests (including, without
                  limitation, any payment in connection with any merger or
                  consolidation involving the Company or any of its Restricted
                  Subsidiaries) or to the direct or indirect holders of the
                  Company's or any of its Restricted Subsidiaries' Equity
                  Interests in their capacity as such (other than dividends or
                  distributions payable in Equity Interests (other than
                  Disqualified Stock) of the Company) or to the Company or a
                  Restricted Subsidiary of the Company;

            (2)   purchase, redeem or otherwise acquire or retire for value
                  (including, without limitation, in connection with any merger
                  or consolidation involving the Company) any Equity Interests
                  of the Company or any direct or indirect parent of the
                  Company;

            (3)   make any payment on or with respect to, or purchase, redeem,
                  defease or otherwise acquire or retire for value any
                  Indebtedness that is subordinated to the Series H Notes,
                  except a payment of interest or principal at the Stated
                  Maturity thereof; or

            (4)   make any Restricted Investment (all such payments and other
                  actions set forth in these clauses (1) through (4) above being
                  collectively referred to as "Restricted Payments"),

            unless, at the time of and after giving effect to such Restricted
            Payment:

            (1)   no Default or Event of Default has occurred and is continuing
                  or would occur as a consequence of such Restricted Payment;
                  and


                                       29
<PAGE>

            (2)   the Company would, at the time of such Restricted Payment and
                  after giving pro forma effect thereto as if such Restricted
                  Payment had been made at the beginning of the applicable
                  four-quarter period, have been permitted to incur at least
                  $1.00 of additional Indebtedness pursuant to the Fixed Charge
                  Coverage Ratio test set forth in Section 1(u)(ii)(A) of this
                  Officer's Certificate (under the heading "Incurrence of
                  Indebtedness and Issuance of Preferred Stock"); and

            (3)   such Restricted Payment, together with the aggregate amount of
                  all other Restricted Payments made by the Company and its
                  Restricted Subsidiaries after the Issue Date (excluding
                  Restricted Payments permitted by clauses 1(u)(i)(B)(2),
                  1(u)(i)(B)(3), 1(u)(i)(B)(4), 1(u)(i)(B)(6) and
                  1(u)(i)(B)(9)), is less than the sum, without duplication, of:

                  (a)   50% of the Consolidated Net Income of the Company for
                        the period (taken as one accounting period) from the
                        beginning of the first fiscal quarter commencing after
                        the Issue Date to the end of the Company's most recently
                        ended fiscal quarter for which internal financial
                        statements are available at the time of such Restricted
                        Payment (or, if such Consolidated Net Income for such
                        period is a deficit, less 100% of such deficit), plus

                  (b)   100% of the aggregate net cash proceeds received by the
                        Company (including the fair market value of any
                        Permitted Business or assets used or useful in a
                        Permitted Business to the extent acquired in
                        consideration of Equity Interests (other than
                        Disqualified Stock) of the Company) since the Issue Date
                        as a contribution to its common equity capital or from
                        the issue or sale of Equity Interests of the Company
                        (other than Disqualified Stock and other than sales to a
                        Restricted Subsidiary of the Company) or from the issue
                        or sale of convertible or exchangeable Disqualified
                        Stock or convertible or exchangeable debt securities of
                        the Company that have been converted into or exchanged
                        for such Equity Interests (other than Disqualified Stock
                        or debt securities sold to a Subsidiary of the Company),
                        plus

                  (c)   to the extent that any Restricted Investment that was
                        made after the Issue Date is sold for cash or otherwise
                        liquidated or repaid for cash, the lesser of (i) the
                        cash return of capital with respect to such Restricted
                        Investment (less the cost of disposition, if any) and
                        (ii) the initial amount of such Restricted Investment,
                        plus

                  (d)   to the extent that any Unrestricted Subsidiary of the
                        Company is redesignated as a Restricted Subsidiary after
                        the Issue Date, the


                                       30
<PAGE>

                        lesser of (i) the fair market value of the Company's
                        Investment in such Subsidiary as of the date of such
                        redesignation and (ii) the fair market value of the
                        Company's Investment in such Subsidiary as of the date
                        on which such Subsidiary was originally designated as an
                        Unrestricted Subsidiary.

            (B)   Notwithstanding the foregoing, this Section 1(u)(i) shall not
                  prohibit:

            (1)   the payment of any dividend within 60 days after the date of
                  declaration of the dividend, if at the date of declaration the
                  dividend payment would have complied with the provisions of
                  this Officer's Certificate;

            (2)   the redemption, repurchase, retirement, defeasance or other
                  acquisition of Indebtedness of the Company or any Subsidiary
                  Guarantor that is subordinate or junior in right of payment or
                  of any Equity Interests of the Company or any of its
                  Restricted Subsidiaries in exchange for, or out of the net
                  cash proceeds of the substantially concurrent sale (other than
                  to a Restricted Subsidiary of the Company) of, Equity
                  Interests of the Company (other than Disqualified Stock);
                  provided that the amount of any such net cash proceeds that
                  are utilized for any such redemption, repurchase, retirement,
                  defeasance or other acquisition shall be excluded from clause
                  1(u)(i)(A)(3)(b);

            (3)   the defeasance, redemption, repurchase or other acquisition of
                  subordinated Indebtedness of the Company with the net cash
                  proceeds from an incurrence of Permitted Refinancing
                  Indebtedness;

            (4)   the payment of any dividend by a Restricted Subsidiary of the
                  Company to the holders of its Equity Interests on a pro rata
                  basis;

            (5)   the repurchase, redemption or other acquisition or retirement
                  for value of any Equity Interests of the Company or any
                  Restricted Subsidiary of the Company held by any member of the
                  Company's (or any of its Restricted Subsidiaries') management
                  pursuant to any management equity subscription agreement,
                  stock option agreement or similar agreement; provided that the
                  aggregate price paid for all such repurchased, redeemed,
                  acquired or retired Equity Interests may not exceed $1.5
                  million in any twelve-month period;

            (6)   the payment of any distribution by a Trust Preferred Vehicle
                  to holders of such trust's preferred beneficial interests, to
                  the extent such distribution does not exceed the amount that
                  is contemporaneously received by such trust as a payment of
                  interest at its Stated Maturity on the subordinated
                  Indebtedness of the Company held by such trust;


                                       31
<PAGE>

            (7)   payments to Sierra Pacific Resources to enable Sierra Pacific
                  Resources to pay its reasonable expenses (including but not
                  limited to, principal, premium, if any, and interest on Sierra
                  Pacific Resources' Indebtedness and payment obligations on
                  account of Sierra Pacific Resources' Premium Income Equity
                  Securities) incurred in the ordinary course of business, which
                  expenses shall not be greater than $50.0 million for any one
                  calendar year; provided that (a) any such payment complies
                  with any regulatory restrictions then applicable to the
                  Company and (b) the Fixed Charge Coverage Ratio for the
                  Company's most recently ended four full fiscal quarters for
                  which internal financial statements are available immediately
                  preceding the date on which any such payment is made was at
                  least 1.75 to 1;

            (8)   the payment of any dividend by the Company on the Company's
                  Class A Series I preferred stock outstanding on the Issue Date
                  at a rate not exceeding the dividend rate in effect on the
                  Issue Date; and

            (9)   other Restricted Payments in an aggregate amount since the
                  Issue Date not to exceed $25.0 million;

            provided that, with respect to clauses (2), (3), (5), (7) and (9)
            above, no Default or Event of Default shall have occurred and be
            continuing immediately after such transaction.

            (C) The amount of all Restricted Payments (other than cash) shall be
      the fair market value on the date of the Restricted Payment of the
      asset(s) or securities proposed to be transferred or issued by the Company
      or such Restricted Subsidiary, as the case may be, pursuant to the
      Restricted Payment. The fair market value of any assets or securities that
      are required to be valued by this covenant shall be determined by the
      Board of Directors whose resolution with respect thereto shall be
      delivered to the Trustee. The Board of Directors' determination must be
      based upon an opinion or appraisal issued by an accounting, appraisal or
      investment banking firm of national standing if the fair market value
      exceeds $25.0 million. Not later than the date of making any Restricted
      Payment, the Company shall deliver to the Trustee an Officer's Certificate
      stating that such Restricted Payment is permitted and setting forth the
      basis upon which the calculations required by this Section 1(u)(i)
      ("Restricted Payments") were computed, together with a copy of any
      fairness opinion or appraisal required under this Officer's Certificate.
      The Trustee shall have no duty or responsibility to determine the accuracy
      or correctness of this calculation and shall be fully protected in relying
      on such Officer's Certificate. The Trustee shall make such fairness
      opinion available for inspection by Holders of Series H Notes upon
      reasonably prior written request during regular business hours.

            (D) For purpose of clarification of the terms "subordinated" and
      "equally-ranked" as used in this Officer's Certificate, no Indebtedness of
      the Company shall be


                                       32
<PAGE>

      deemed to be contractually subordinated in right of payment to any other
      Indebtedness of the Company solely by virtue of being secured on a junior
      basis or by virtue of being unsecured. All Indebtedness that is not
      subordinated Indebtedness shall be equally-ranked to the Series H Notes.

            (E) The provisions of this Section 1(u)(i) ("Restricted Payments")
      is subject to the provisions of Section 1(u)(xiv) ("Certain Covenants and
      Definitions--Suspension of Certain Covenants").

            (ii) Incurrence of Indebtedness and Issuance of Preferred Stock.

            (A) The Company shall not, and shall not permit any of its
      Restricted Subsidiaries to, directly or indirectly, create, incur, issue,
      assume, guarantee or otherwise become directly or indirectly liable,
      contingently or otherwise, with respect to (collectively, "incur") any
      Indebtedness (including Acquired Debt), and the Company shall not issue
      any Disqualified Stock and shall not permit any of its Restricted
      Subsidiaries to issue any shares of preferred stock; provided, however,
      that the Company may incur Indebtedness (including Acquired Debt) or issue
      Disqualified Stock, and its Subsidiary Guarantors may incur Indebtedness
      (including Acquired Debt) or issue Disqualified Stock if the Fixed Charge
      Coverage Ratio for the Company's most recently ended four full fiscal
      quarters for which internal financial statements are available immediately
      preceding the date on which such additional Indebtedness is incurred or
      such Disqualified Stock is issued would have been at least 2.0 to 1,
      determined on a pro forma basis (including a pro forma application of the
      net proceeds therefrom), as if the additional Indebtedness had been
      incurred or Disqualified Stock had been issued, as the case may be, at the
      beginning of such four-quarter period.

            (B) Notwithstanding the foregoing, this Section 1(u)(ii) shall not
      prohibit the incurrence of any of the following items of Indebtedness
      (collectively, "Permitted Debt"):

            (1)   the incurrence by the Company pursuant to this clause (1) of
                  additional Indebtedness and letters of credit under one or
                  more Credit Facilities (with letters of credit being deemed to
                  have a principal amount equal to the maximum potential
                  liability of the Company thereunder), together with the
                  principal component of amounts outstanding under Qualified
                  Receivables Transactions, in an aggregate amount up to $250.0
                  million at any time outstanding;

            (2)   the incurrence by the Company and its Restricted Subsidiaries
                  of the Existing Indebtedness;

            (3)   the incurrence by the Company of Indebtedness represented by
                  the Series H Notes to be issued on the Issue Date (and the
                  related Exchange Notes to be issued pursuant to the
                  Registration Rights Agreement) and the incurrence by any
                  Subsidiary Guarantor of a Subsidiary Guarantee of


                                       33
<PAGE>

                  those Series H Notes, any additional notes of the same series
                  and any related Exchange Notes;

            (4)   the incurrence by the Company or any of its Restricted
                  Subsidiaries of Indebtedness represented by Capital Lease
                  Obligations, mortgage financings or purchase money
                  obligations, in each case, incurred for the purpose of
                  financing all or any part of the purchase price or cost of
                  construction or improvement of property, plant or equipment
                  used in the business of the Company or such Subsidiary
                  Guarantor, in an aggregate principal amount, including all
                  Permitted Refinancing Indebtedness incurred to refund,
                  refinance or replace any Indebtedness incurred pursuant to
                  this clause (4), not to exceed $20.0 million at any time
                  outstanding;

            (5)   the incurrence by the Company or any of its Restricted
                  Subsidiaries of Permitted Refinancing Indebtedness in exchange
                  for, or the net proceeds of which are used to refund,
                  refinance or replace Indebtedness (other than intercompany
                  Indebtedness) that was incurred under Section 1(u)(ii)(A) or
                  clauses (2), (3) (5) or (12) of this Section 1(u)(ii)(B);

            (6)   the incurrence by the Company or any of its Restricted
                  Subsidiaries (other than a Receivables Entity) of intercompany
                  Indebtedness between or among the Company or any of its
                  Restricted Subsidiaries (other than a Receivables Entity);
                  provided, however, that:

                  (a)   if the Company is the obligor on such Indebtedness, such
                        Indebtedness must be expressly subordinated to the prior
                        payment in full in cash of all Obligations with respect
                        to the Series H Notes;

                  (b)   if a Subsidiary Guarantor is the obligor on such
                        Indebtedness, such Indebtedness is expressly
                        subordinated to the prior payment in full in cash of
                        such Subsidiary Guarantor's Subsidiary Guarantee; and

                  (c)   (i) any subsequent issuance or transfer of Equity
                        Interests that results in any such Indebtedness being
                        held by a Person other than the Company or a Restricted
                        Subsidiary and (ii) any sale or other transfer of any
                        such Indebtedness to a Person that is not either the
                        Company or a Restricted Subsidiary shall be deemed, in
                        each case, to constitute an incurrence of such
                        Indebtedness by the Company or such Restricted
                        Subsidiary, as the case may be, that was not permitted
                        by this clause (6); and

                  (d)   any Indebtedness issued by the Company or any of its
                        Restricted Subsidiaries to a Trust Preferred Vehicle
                        shall not be treated as intercompany Indebtedness for
                        purposes of this clause (6) to the


                                       34
<PAGE>

                        extent of the face amount of the beneficial interests of
                        the Trust Preferred Vehicle that are not held by the
                        Company or any of its Restricted Subsidiaries.

            (7)   the incurrence by the Company or any of its Restricted
                  Subsidiaries of Hedging Obligations;

            (8)   the guarantee by the Company or any Restricted Subsidiary of
                  Indebtedness of the Company or any Restricted Subsidiary that
                  was permitted to be incurred by another provision of this
                  Section 1(u)(ii) ("Incurrence of Indebtedness and Issuance of
                  Preferred Stock"), provided that in the event that the
                  Indebtedness shall be subordinated in right of payment to the
                  Series H Notes, then the Guarantee of that Indebtedness shall
                  be subordinated in right of payment to the Series H Notes;

            (9)   the accrual of interest, the accretion or amortization of
                  original issue discount, the payment of interest on any
                  Indebtedness in the form of additional Indebtedness with the
                  same terms, and the payment of dividends on Disqualified Stock
                  in the form of additional shares of such Disqualified Stock
                  shall not be deemed to be an incurrence of Indebtedness or an
                  issuance of Disqualified Stock for purposes of this Section
                  1(u)(ii) ("Incurrence of Indebtedness and Issuance of
                  Preferred Stock"); provided, in each such case, that the
                  amount thereof is included in the Fixed Charges of the Company
                  as accrued;

            (10)  Indebtedness in respect of bid, performance or surety bonds
                  issued for the account of the Company or any Restricted
                  Subsidiary thereof in the ordinary course of business,
                  including guarantees or obligations of the Company or any
                  Restricted Subsidiary thereof with respect to letters of
                  credit supporting such bid, performance or surety obligations
                  (in each case other than for an obligation for money
                  borrowed);

            (11)  the incurrence by the Company's Unrestricted Subsidiaries of
                  Non-Recourse Debt; provided, however, that if any such
                  Indebtedness ceases to be Non-Recourse Debt of an Unrestricted
                  Subsidiary, such event shall be deemed to constitute an
                  incurrence of Indebtedness by a Restricted Subsidiary of the
                  Company that was not permitted by this clause (11);

            (12)  the incurrence by the Company of additional Indebtedness
                  consisting of securities issued pursuant to the Indenture in
                  respect of claims relating to the Company's obligations
                  pursuant to agreements with gas, electric power and other
                  energy suppliers that have been terminated as of the Issue
                  Date;


                                       35
<PAGE>

            (13)  the incurrence by the Company or any Restricted Subsidiary of
                  additional Indebtedness consisting of letters of credit for
                  purposes of supporting the Company's or any Restricted
                  Subsidiary's obligations now or hereafter owing to gas,
                  electric power or other energy suppliers, not to exceed $20.0
                  million at any time outstanding;

            (14)  the issuance by the Company of up to $75.0 million of
                  Securities issued pursuant to the Indenture to secure Standard
                  Securitization Undertakings entered into by the Company in
                  connection with a Qualified Receivables Transaction, provided
                  that the obligation of the Company to make any payment on any
                  such securities shall be:

                  (a)   payable no earlier than such amount is required to be
                        paid in respect of such Standard Securitization
                        Undertakings; and

                  (b)   deemed to have been paid or otherwise satisfied and
                        discharged to the extent that Company has paid such
                        amount in respect of such Standard Securitization
                        Undertakings;

                  provided further that any amounts the Company is obligated to
                  pay under such securities will not be included for purposes of
                  determining the aggregate amount outstanding under Credit
                  Facilities that is permitted under Section 1(u)(ii)(B)(1)
                  ("Certain Covenants and Definitions--Incurrence of
                  Indebtedness and Issuance of Preferred Stock");.

            (15)  the issuance by a Receivables Entity of a Purchase Money Note
                  in connection with a Qualified Receivables Transaction;

            (16)  the incurrence by the Company of additional Indebtedness to
                  finance capital expenditures incurred pursuant to the
                  Company's 2004 Resource Plan as approved or amended under
                  order by the Public Utilities Commission of Nevada or mandated
                  by statute or by one or more federal or state regulatory
                  authorities, including all Permitted Refinancing Indebtedness
                  incurred to refund, refinance or replace any Indebtedness
                  incurred pursuant to this clause (16); and

            (17)  the incurrence by the Company or any Restricted Subsidiary of
                  additional Indebtedness in an aggregate principal amount (or
                  accreted value, as applicable), including all Permitted
                  Refinancing Indebtedness incurred to refund, refinance or
                  replace any Indebtedness incurred pursuant to this clause
                  (17), not to exceed $25.0 million at any time outstanding.

            (C) Notwithstanding the foregoing, the Company shall not issue any
      additional First Mortgage Bonds, except as necessary to replace any
      mutilated, lost or destroyed First Mortgage Bonds or to effect exchanges
      and transfers of First Mortgage Bonds.


                                       36
<PAGE>

            (D) The Company shall not incur any Indebtedness (including
      Permitted Debt) that is contractually subordinated in right of payment to
      any other Indebtedness of the Company unless such Indebtedness is also
      contractually subordinated in right of payment to the Series H Notes on
      substantially identical terms; provided, however, that no Indebtedness of
      the Company shall be deemed to be contractually subordinated in right of
      payment to any other Indebtedness of the Company solely by virtue of being
      secured on a junior basis or by virtue of being unsecured.

            (E) For purposes of determining compliance with this Section
      1(u)(ii) ("Incurrence of Indebtedness and Issuance of Preferred Stock"):

            (1)   in the event that an item of proposed Indebtedness, including
                  Acquired Debt, meets the criteria of more than one of the
                  categories of Permitted Debt described in clauses (1) through
                  (17) above, or is entitled to be incurred pursuant to the
                  first paragraph of this Section 1(u)(ii), the Company shall be
                  permitted to classify (or later classify or reclassify such
                  Indebtedness, in whole or in part in its sole discretion) such
                  item of Indebtedness in any manner that complies with this
                  Section 1(u)(ii); and

            (2)   for the purposes of determining compliance with any
                  dollar-denominated restriction on the incurrence of
                  Indebtedness denominated in a foreign currency, the
                  dollar-equivalent principal amount of such Indebtedness
                  incurred pursuant thereto shall be calculated based on the
                  relevant currency exchange rate in effect on the date that
                  such Indebtedness was incurred.

            (F) The provisions of this Section 1(u)(ii) ("Incurrence of
      Indebtedness and Issuance of Preferred Stock") is subject to the
      provisions of Section 1(u)(xiv) ("Certain Covenants and
      Definitions--Suspension of Certain Covenants").

            (iii) Series H Liens.

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

            (iv) Dividend and Other Payment Restrictions Affecting Subsidiaries.

            (A) The Company shall not, and shall not permit any of its
      Restricted Subsidiaries to, directly or indirectly, create or permit to
      exist or become effective any consensual encumbrance or restriction on the
      ability of any Restricted Subsidiary to:

            (1)   pay dividends or make any other distributions on its Capital
                  Stock to the Company or any of its Subsidiaries, or with
                  respect to any other interest or


                                       37
<PAGE>

                  participation in, or measured by, its profits, or pay any
                  Indebtedness owed to the Company or any of its Restricted
                  Subsidiaries;

            (2)   make loans or advances to Company or any of its Restricted
                  Subsidiaries; or

            (3)   transfer any of its properties or assets to the Company or any
                  of its Restricted Subsidiaries.

            (B) Notwithstanding the foregoing, this Section (1)(u)(iv) shall not
      apply to encumbrances or restrictions existing under or by reason of:

            (1)   agreements governing Existing Indebtedness and Credit
                  Facilities or Qualified Receivables Transactions as in effect
                  on the Issue Date and other customary encumbrances and
                  restrictions existing on or after the Issue Date that are not
                  more restrictive, taken as a whole, with respect to such
                  dividend and other payment restrictions than those contained
                  in those agreements on the Issue Date; provided that the
                  application of such restrictions or encumbrances to additional
                  Restricted Subsidiaries not subject thereto on the Issue Date
                  shall not be deemed to make such restrictions more
                  restrictive;

            (2)   the Indenture, this Officer's Certificate and the Series H
                  Notes and other customary encumbrances and restrictions
                  existing in indentures and notes after the Issue Date that are
                  not more restrictive, in any material respect, taken as a
                  whole, with respect to such dividend and other payment
                  restrictions than those contained in the Indenture, this
                  Officer's Certificate and the Series H Notes;

            (3)   applicable law (including without limitation, rules,
                  regulations and agreements with regulatory authorities) or any
                  order issued pursuant to a federal or state statute or any
                  order by or agreement with any court or governmental agency or
                  body having jurisdiction over the Company or any of its
                  Subsidiaries or any of their respective properties;

            (4)   any instrument governing Indebtedness or Capital Stock of a
                  Person acquired by the Company or any of its Restricted
                  Subsidiaries as in effect at the time of such acquisition
                  (except to the extent such Indebtedness or Capital Stock was
                  incurred in connection with or in contemplation of such
                  acquisition), which encumbrance or restriction is not
                  applicable to any Person, or the properties or assets of any
                  Person, other than the Person, or the property or assets of
                  the Person, so acquired; provided that, in the case of
                  Indebtedness, such Indebtedness was permitted by the terms of
                  this Officer's Certificate to be incurred;


                                       38
<PAGE>

            (5)   customary non-assignment provisions in leases entered into in
                  the ordinary course of business and consistent with past
                  practices;

            (6)   purchase money obligations for property acquired in the
                  ordinary course of business that impose restrictions on that
                  property of the nature described in clause 1(u)(iv)(A)(3);

            (7)   any Purchase Money Note or other Indebtedness or contractual
                  requirements incurred with respect to a Qualified Receivables
                  Transaction relating exclusively to a Receivables Entity that,
                  in the good faith determination of the Board of Directors, are
                  necessary to effect such Qualified Receivables Transaction;

            (8)   any agreement for the sale or other disposition of a
                  Restricted Subsidiary that restricts distributions or
                  dispositions of assets by that Restricted Subsidiary pending
                  its sale or other disposition;

            (9)   Permitted Refinancing Indebtedness; provided that the
                  restrictions contained in the agreements governing such
                  Permitted Refinancing Indebtedness are not more restrictive,
                  taken as a whole, than those contained in the agreements
                  governing the Indebtedness being refinanced;

            (10)  Series H Liens securing Indebtedness otherwise permitted to be
                  incurred under the provisions of Section 1(u)(iii) of this
                  Officer's Certificate ("Series H Liens") that limit the right
                  of the debtor to dispose of the assets subject to such Series
                  H Liens; and

            (11)  provisions with respect to the disposition or distribution of
                  assets or property in joint venture agreements, asset sale
                  agreements, stock sale agreements and other similar agreements
                  entered into in the ordinary course of business.

            (C) The provisions of this Section 1(u)(iv)("Dividends and Other
      Payment Restrictions Affecting Restricted Subsidiaries") is subject to the
      provisions of Section 1(u)(xiv)("Certain Covenants and
      Definitions--Suspension of Certain Covenants").

            (v) Asset Sales.

            (A) The Company shall not, and shall not permit any of its
      Restricted Subsidiaries to, consummate an Asset Sale unless:

            (1)   the Company (or the Restricted Subsidiary, as the case may be)
                  receives consideration at the time of the Asset Sale at least
                  equal to the fair market value of the assets or Equity
                  Interests issued or sold or otherwise disposed of;


                                       39
<PAGE>

            (2)   for any agreement to make an Asset Sale that is entered into
                  after the Series H Notes are issued under the Indenture, the
                  fair market value is determined by (a) an executive officer of
                  Company if the value is more than $5.0 million but less than
                  $25.0 million or (b) the Company's Board of Directors if the
                  value is $25.0 million or more, as evidenced by a resolution
                  of the Board of Directors set forth in an Officer's
                  Certificate delivered to the Trustee; and

            (3)   at least 75% of the consideration received in the Asset Sale
                  by the Company or such Restricted Subsidiary is in the form of
                  cash. For purposes of this provision, each of the following
                  shall be deemed to be cash:

                  (a)   any liabilities, as shown on the Company's or such
                        Restricted Subsidiary's most recent balance sheet, of
                        the Company or any Restricted Subsidiary (other than
                        contingent liabilities and liabilities that are by their
                        terms subordinated to the notes) that are assumed by the
                        transferee of any such assets pursuant to a customary
                        novation agreement that releases the Company or such
                        Restricted Subsidiary from further liability; and

                  (b)   any securities, notes or other obligations received by
                        the Company or any such Restricted Subsidiary from such
                        transferee that are contemporaneously, subject to
                        ordinary settlement periods, converted by the Company or
                        such Restricted Subsidiary into cash, to the extent of
                        the cash received in that conversion.

            (B) Within 365 days after the receipt of any Net Proceeds from an
      Asset Sale, the Company may apply those Net Proceeds at its option:

            (1)   to repay senior secured Indebtedness of the Company;

            (2)   to acquire all or substantially all of the assets of, or a
                  majority of the Voting Stock of, another Permitted Business;

            (3)   to make a capital expenditure; or

            (4)   to acquire other long-term assets that are used or useful in a
                  Permitted Business.

            (C) Pending the final application of any Net Proceeds, the Company
      may temporarily reduce revolving credit borrowings or otherwise invest the
      Net Proceeds in any manner that is not prohibited by this Officer's
      Certificate.

            (D) Any Net Proceeds from Asset Sales that are not applied or
      invested as provided in Section 1(u)(v)(B) shall constitute "Excess
      Proceeds." When the aggregate


                                       40
<PAGE>

      amount of Excess Proceeds exceeds $25.0 million, the Company shall make an
      Asset Sale Offer pursuant to the provisions of Section 1(h)(iv) of this
      Officer's Certificate.

            (E) To the extent that any Asset Sale constitutes the sale,
      conveyance or other disposition of all or substantially all of the assets
      of the Company and its Restricted Subsidiaries taken as a whole, such
      transaction shall be governed by the provisions of this Officer's
      Certificate in Sections (1)(h)(iii) and (1)(u)(vi) (under the heading
      "Offer to Purchase Upon a Change of Control" and the heading "Certain
      Covenants and Definitions--Merger, Consolidation or Sale of Assets") and
      not by the provisions of this Section 1(u)(v) or Section 1(h)(iv) of this
      Officer's Certificate.

            (vi) Merger, Consolidation or Sale of Assets.

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

            (1)   either: (a) the Company is the surviving corporation; or (b)
                  the Person formed by or surviving any such consolidation or
                  merger (if other than the Company) or to which such sale,
                  assignment, transfer, conveyance or other disposition has been
                  made is a corporation organized or existing under the laws of
                  the United States, any state of the United States or the
                  District of Columbia;

            (2)   (a) the Person formed by or surviving any such consolidation
                  or merger (if other than the Company) or the Person to which
                  such sale, assignment, transfer, conveyance or other
                  disposition has been made assumes all the obligations of the
                  Company under the Series H Notes, the Indenture and the
                  Registration Rights Agreement pursuant to agreements
                  reasonably satisfactory to the Trustee; and (b) such Person
                  executes and delivers to the Trustee a supplemental indenture
                  that contains a grant, conveyance, transfer and mortgage by
                  such Person confirming the lien of the Indenture on the
                  property subject to such lien and subjecting to such lien all
                  property thereafter acquired by such Person that shall
                  constitute an improvement, extension or addition to the
                  property subject to the lien of the Indenture or renewal,
                  replacement or substitution of or for any part thereof and, at
                  the election of such Person, subjecting to the lien of the
                  Indenture such other property then owned or thereafter
                  acquired by such Person as such Person shall specify;

            (3)   immediately after such transaction no Default or Event of
                  Default exists;


                                       41
<PAGE>

            (4)   the Company or the Person formed by or surviving any such
                  consolidation or merger (if other than the Company), or to
                  which such sale, assignment, transfer, conveyance or other
                  disposition has been made shall, on the date of such
                  transaction after giving pro forma effect thereto and any
                  related financing transactions as if the same had occurred at
                  the beginning of the applicable four-quarter period, be
                  permitted to incur at least $1.00 of additional Indebtedness
                  pursuant to the Fixed Charge Coverage Ratio test set forth in
                  Section 1(u)(ii)(A) of this Officer's Certificate (under the
                  heading "Incurrence of Indebtedness and Issuance of Preferred
                  Stock") or the Fixed Charge Coverage Ratio of the Company or
                  the surviving Person, as applicable, or the Person to which
                  such sale, assignment, transfer, conveyance or other
                  disposition has been made, would not be less than the Fixed
                  Charge Coverage Ratio of the Company immediately prior to the
                  transaction; provided, however, that this clause (4) shall be
                  suspended during any period in which the Company and its
                  Restricted Subsidiaries are not subject to the Suspended
                  Covenants; and

            (5)   the Company, or the Person formed by or surviving any such
                  consolidation or merger (if other than the Company), or to
                  which such sale, assignment, transfer, conveyance or other
                  disposition has been made, shall have delivered to the Trustee
                  an Officer's Certificate and an Opinion of Counsel, each
                  stating that such transaction and any supplemental indenture
                  entered into in connection therewith complies with all of the
                  terms of this Section 1(u)(vi) and that all conditions
                  precedent provided for in this Section 1(u)(vi) relating to
                  such transaction or series of transactions have been complied
                  with.

            (B) In addition, the Company may not, directly or indirectly, lease
      all or substantially all of its properties or assets, in one or more
      related transactions, to any other Person. Clauses (4) and (5) under
      Section 1(u)(vi)(A) shall not apply to a sale, assignment, transfer,
      conveyance or other disposition of assets between or among the Company and
      any of its Restricted Subsidiaries.

            (C) In addition, the Company shall not effect any consolidation,
      merger, sale, assignment, transfer, conveyance or other disposition as is
      contemplated in this Section 1(u)(v), unless the Company also complies
      with Sections 13.01 and 13.02 of the Indenture and the Person formed by or
      surviving any such consolidation or merger (if other than the Company) or
      to which such sale, assignment, transfer, conveyance or other disposition
      has been made, shall be deemed a Successor Corporation under the
      Indenture.

            (vii) Transactions with Affiliates.

            (A) The Company shall not, and shall not permit any of its
      Restricted Subsidiaries to, make any payment to, or sell, lease, transfer
      or otherwise dispose of any of its properties or assets to, or purchase
      any property or assets from, or enter into or


                                       42
<PAGE>

      make or amend any transaction, contract, agreement, understanding, loan,
      advance or guarantee with, or for the benefit of, any Affiliate (each, an
      "Affiliate Transaction"), unless:

            (1)   the Affiliate Transaction is on terms that are no less
                  favorable to the Company or the relevant Restricted Subsidiary
                  than those that would have been obtained in a comparable
                  transaction by the Company or such Restricted Subsidiary with
                  an unrelated Person; and

            (2)   the Company delivers to the Trustee:

                  (a)   with respect to any Affiliate Transaction or series of
                        related Affiliate Transactions involving aggregate
                        consideration in excess of $10.0 million, a resolution
                        of the Board of Directors set forth in an Officer's
                        Certificate certifying that such Affiliate Transaction
                        complies with this Section 1(u)(vii) and that such
                        Affiliate Transaction has been approved by a majority of
                        the disinterested members of the Board of Directors; and

                  (b)   with respect to any Affiliate Transaction or series of
                        related Affiliate Transactions involving aggregate
                        consideration in excess of $20.0 million, an opinion as
                        to the fairness to the Holders of Series H Notes of such
                        Affiliate Transaction from a financial point of view
                        issued by an accounting, appraisal or investment banking
                        firm of national standing.

            (B) The following items shall not be deemed to be Affiliate
      Transactions and, therefore, shall not be subject to the provisions of
      Section 1(u)(vii)(A) above:

            (1)   any employment agreement entered into by the Company or any of
                  its Restricted Subsidiaries in the ordinary course of business
                  and consistent with the past practice of the Company or such
                  Restricted Subsidiary;

            (2)   transactions between or among the Company and/or its
                  Restricted Subsidiaries (other than a Receivables Entity);

            (3)   transactions with a Person that is an Affiliate of the Company
                  solely because the Company owns an Equity Interest in such
                  Person;

            (4)   payment of reasonable directors fees to Persons who are not
                  otherwise Affiliates of the Company;

            (5)   sales of Equity Interests (other than Disqualified Stock) to
                  Affiliates of the Company;


                                       43
<PAGE>

            (6)   Permitted Investments pursuant to this Officer's Certificate
                  and Restricted Payments that are permitted by the provisions
                  of this Officer's Certificate in Section 1(u)(i) (under the
                  heading "Restricted Payments");

            (7)   fees and compensation paid to and indemnity provided on behalf
                  of directors, officers or employees of the Company or any
                  Restricted Subsidiary of the Company in the ordinary course of
                  business;

            (8)   transactions pursuant to any agreement in effect on the date
                  of this Officer's Certificate as the same may be amended from
                  time to time in any manner not materially less favorable to
                  the Holders of the Series H Notes;

            (9)   loans or advances to officers, directors and employees of the
                  Company or any Restricted Subsidiary made in the ordinary
                  course of business, consistent with past practices of the
                  Company and/or its Restricted Subsidiaries and in compliance
                  with applicable law in an aggregate amount not to exceed $1.0
                  million outstanding at any one time; and

            (10)  sales or other transfers or dispositions of accounts
                  receivable and other related assets customarily transferred in
                  an asset securitization transaction involving accounts
                  receivable to a Receivables Entity in a Qualified Receivables
                  Transaction, and acquisitions of Permitted Investments in
                  connection with a Qualified Receivables Transaction.

            (C) The provisions of this Section 1(u)(vii) ("Transactions with
      Affiliates") is subject to the provisions of Section 1(u)(xiv) ("Certain
      Covenants and Definitions--Suspension of Certain Covenants").

            (viii) Designation of Restricted and Unrestricted Subsidiaries.

            (A) The Board of Directors may designate any Restricted Subsidiary
      to be an Unrestricted Subsidiary if that designation would not cause a
      Default; provided that in no event shall the business currently operated
      by the Company be transferred to or held by an Unrestricted Subsidiary. If
      a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the
      aggregate fair market value of all outstanding Investments owned by the
      Company and its Restricted Subsidiaries in the Subsidiary properly
      designated shall be deemed to be an Investment made as of the time of the
      designation and shall reduce the amount available for Restricted Payments
      under Section 1(u)(i)(A) of this Officer's Certificate (under the heading
      "Restricted Payments"). That designation shall only be permitted if the
      Investment would be permitted at that time and if the Restricted
      Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.

            (B) The Board of Directors may at any time designate any
      Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such
      designation shall be deemed to be an incurrence of Indebtedness by a
      Restricted Subsidiary of the Company of any


                                       44
<PAGE>

      outstanding Indebtedness of such Unrestricted Subsidiary and such
      designation shall only be permitted if (1) such Indebtedness is permitted
      under Section 1(u)(ii) of this Officer's Certificate (under the heading
      "Incurrence of Indebtedness and Issuance of Preferred Stock"), calculated
      on a pro forma basis as if such designation had occurred at the beginning
      of the four-quarter reference period; and (2) no Default or Event of
      Default would be in existence following such designation.

            (C) The provisions of this Section 1(u)(viii) ("Designation of
      Restricted and Unrestricted Subsidiaries") is subject to the provisions of
      Section 1(u)(xiv) ("Certain Covenants and Definitions--Suspension of
      Certain Covenants").

            (ix) Future Subsidiary Guarantees.

            (A) The Company shall not permit any Restricted Subsidiary to
      guarantee the payment of any Indebtedness of the Company unless:

            (1)   such Restricted Subsidiary simultaneously executes and
                  delivers to the Trustee a Subsidiary Guarantee of such
                  Restricted Subsidiary except that with respect to a Guarantee
                  of Indebtedness of the Company if such Indebtedness is by its
                  express terms subordinated in right of payment to the Series H
                  Notes, any such Guarantee of such Restricted Subsidiary with
                  respect to such Indebtedness shall be subordinated in right of
                  payment to such Restricted Subsidiary's Subsidiary Guarantee
                  with respect to the Series H Notes substantially to the same
                  extent as such Indebtedness is subordinated to the Series H
                  Notes;

            (2)   such Restricted Subsidiary waives and shall not in any manner
                  whatsoever claim or take the benefit or advantage of, any
                  rights or reimbursement, indemnity or subrogation or any other
                  rights against the Company or any other Restricted Subsidiary
                  as a result of any payment by such Restricted Subsidiary under
                  its Subsidiary Guarantee of the Series H Notes; and

            (3)   such Restricted Subsidiary shall deliver to the Trustee an
                  Opinion of Counsel to the effect that (a) such Subsidiary
                  Guarantee has been duly executed and authorized and (b) such
                  Subsidiary Guarantee constitutes a valid, binding and
                  enforceable obligation of such Restricted Subsidiary, except
                  insofar as enforcement thereof may be limited by bankruptcy,
                  insolvency or similar laws (including, without limitation, all
                  laws relating to fraudulent transfers) and except insofar as
                  enforcement thereof is subject to general principles of
                  equity; provided that this Section 1(u)(ix)(A) shall not be
                  applicable to any Guarantee of any Restricted Subsidiary that
                  (x) existed at the time such Person became a Restricted
                  Subsidiary of the Company and (y) was not incurred in
                  connection with, or in contemplation of, such Person becoming
                  a Restricted Subsidiary of the Company.


                                       45
<PAGE>

            (B) Notwithstanding the foregoing and the other provisions of this
      Officer's Certificate, in the event a Subsidiary Guarantor is sold or
      disposed of (whether by merger, consolidation, the sale of its Capital
      Stock or the sale of all or substantially all of its assets (other than by
      lease) and whether or not the Subsidiary Guarantor is the surviving
      corporation in such transaction) to a Person which is not the Company or a
      Restricted Subsidiary of the Company (other than a Receivables Entity),
      such Subsidiary Guarantor shall be released from its obligations under its
      Subsidiary Guarantee if:

            (1)   the sale or other disposition is in compliance with the
                  applicable provisions of this Officer's Certificate, including
                  Sections 1(h)(iv) of this Officer's Certificate (under the
                  heading "Offer to Purchase by Application of Excess
                  Proceeds"); and

            (2)   the Subsidiary Guarantor is also released or discharged from
                  its obligations under the Guarantee which resulted in the
                  creation of such Subsidiary Guarantee, except by or as a
                  result of payment under such Guarantee.

            (x) Sale and Leaseback Transactions.

            (A) The Company shall not, and shall not permit any of its
      Restricted Subsidiaries to, enter into any sale and leaseback transaction;
      provided that the Company or any Restricted Subsidiary may enter into a
      sale and leaseback transaction if:

            (1)   the Company or that Restricted Subsidiary, as applicable,
                  could have incurred Indebtedness in an amount equal to the
                  Attributable Debt relating to such sale and leaseback
                  transaction under the Fixed Charge Coverage Ratio test in
                  Section 1(u)(ii)(A) of this Officer's Certificate (under the
                  heading "Incurrence of Indebtedness and Issuance of Preferred
                  Stock");

            (2)   the gross cash proceeds of that sale and leaseback transaction
                  are at least equal to the fair market value, as determined in
                  good faith by the Board of Directors and set forth in an
                  Officer's Certificate delivered to the Trustee, of the
                  property that is the subject of that sale and leaseback
                  transaction; and

            (3)   the transfer of assets in that sale and leaseback transaction
                  is permitted by, and the Company applies the proceeds of such
                  transaction in compliance with, Section 1(h)(iv) of this
                  Officer's Certificate (under the heading "Offer to Purchase by
                  Application of Excess Proceeds");

      provided, however, that the foregoing clauses (1) and (3) shall be
      suspended during any period in which the Company and its Restricted
      Subsidiaries are not subject to the Suspended Covenants.

            (xi) Business Activities.


                                       46
<PAGE>

            (A) The Company shall not, and shall not permit any Restricted
      Subsidiary to, engage in any business other than Permitted Businesses,
      except to such extent as would not be material to the Company and its
      Subsidiaries taken as a whole.

            (B) The provisions of this Section 1(u)(xi) ("Business Activities")
      is subject to the provisions of Section 1(u)(xiv) ("Certain Covenants and
      Definitions--Suspension of Certain Covenants").

            (xii) Payments for Consent.

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

            (xiii) Reports.

            (A) Whether or not required by the Commission, so long as any Series
      H Notes are outstanding, the Company shall make available to the Trustee
      and otherwise make available on its website, within the time periods
      specified in the Commission's rules and regulations (as if required):

            (1)   all quarterly and annual financial information that would be
                  required to be contained in a filing with the Commission on
                  Forms 10-Q and 10-K if the Company were required to file such
                  Forms, including a "Management's Discussion and Analysis of
                  Financial Condition and Results of Operations" and the
                  certifications that would be required by Rule 13a-14 under the
                  Exchange Act and, with respect to the annual information only,
                  a report on the annual financial statements by the Company's
                  certified independent accountants; and

            (2)   all current reports that would be required to be filed with
                  the Commission on Form 8-K if the Company were required to
                  file such reports.

            (B) If the Company has designated any of its Subsidiaries as
      Unrestricted Subsidiaries, then the quarterly and annual financial
      information required by the preceding paragraph shall include a reasonably
      detailed presentation, either on the face of the financial statements or
      in the footnotes thereto, and in Management's Discussion and Analysis of
      Financial Condition and Results of Operations, of the financial condition
      and results of operations of the Company and its Restricted Subsidiaries
      separate from the financial condition and results of operations of the
      Unrestricted Subsidiaries of the Company.


                                       47
<PAGE>

            In addition, whether or not required by the Commission, the Company
      shall file a copy of all of the information and reports referred to in
      clauses (1) and (2) above with the Commission for public availability
      within the time periods specified in the Commission's rules and
      regulations (unless the Commission shall not accept such a filing) and
      make such information available to securities analysts and prospective
      investors upon request. In addition, the Company has agreed that, for so
      long as any Series H Notes remain outstanding, they shall furnish to the
      Holders of Series H Notes and to prospective investors, upon their
      request, the information required to be delivered pursuant to Rule
      144A(d)(4) under the Securities Act.

            (xiv) Suspension of Certain Covenants.

            (A) During any period of time that the notes have an Investment
      Grade Rating from both of the Rating Agencies and no Default or Event of
      Default has occurred and is continuing under the Indenture, the Company
      and its Restricted Subsidiaries shall not be subject to the following
      provisions of this Officer's Certificate: Section 1(h)(iv), Section
      1(u)(i), Section 1(u)(ii), Section 1(u)(iv), Section 1(u)(v), Section
      1(u)(vii), Section 1(u)(viii) and Section 1(u)(xi) (under the headings:
      "Mandatory Redemption/Redemption at Option of Holders/Offers to
      Purchase--Offer to Purchase by Application of Excess Proceeds," "Certain
      Covenants and Definitions--Restricted Payments," "Certain Covenants and
      Definitions--Incurrence of Indebtedness and Issuance of Preferred Stock,"
      "Certain Covenants and Definitions--Dividend and Other Payment
      Restrictions Affecting Subsidiaries," "Certain Covenants and
      Definitions--Asset Sales," "Certain Covenants and
      Definitions--Transactions with Affiliates," "Certain Covenants and
      Definitions--Designation of Restricted and Unrestricted Subsidiaries," and
      "Certain Covenants and Definitions--Business Activities") (collectively,
      the "Suspended Covenants"); provided, however, that the provisions in
      Section 1(h)(iii), Section 1(u)(iii), Section 1(u)(vi) (except as set
      forth in that Section 1(u)(vi)), Section 1(u)(ix) (except as set forth in
      that Section 1(u)(ix), Section 1(u)(x), Section 1(u)(xii) (except as set
      forth in that Section 1(u)(xii)) and Section 1(u)(xiii) (under the
      headings "Mandatory Redemption/Redemption at Option of Holders/Offers to
      Purchase--Offer to Purchase Upon Change of Control," "Certain Covenants
      and Definitions--Liens," "Certain Covenants and Definitions--Merger,
      Consolidation or Sale of Assets" (except as set forth thereunder),
      "Certain Covenants and Definitions--Future Subsidiary Guarantees" (except
      as set forth thereunder), "Certain Covenants and Definitions--Sale and
      Leaseback Transactions" (except as set forth thereunder), "Certain
      Covenants and Definitions--Payments for Consent," and "Reports") of this
      Officer's Certificate shall not be so suspended.

            (B) If the Company and its Restricted Subsidiaries are not subject
      to the Suspended Covenants for any period of time as a result of the
      preceding Section 1(xiv)(A) and, subsequently, either of the Rating
      Agencies withdraws its ratings or downgrades the ratings assigned to the
      Series H Notes below the Investment Grade Ratings so that the Series H
      Notes do not have an Investment Grade Rating from both Rating Agencies, or
      a Default or Event of Default (other than with respect to the


                                       48
<PAGE>

      Suspended Covenants) occurs and is continuing, the Company and its
      Restricted Subsidiaries shall thereafter again be subject to the Suspended
      Covenants, subject to the terms, conditions and obligations set forth in
      this Officer's Certificate (each such date of reinstatement being the
      "Reinstatement Date"), including the preceding Section 1(xiv)(A).
      Compliance with the Suspended Covenants with respect to Restricted
      Payments made after the Reinstatement Date shall be calculated in
      accordance with the terms of Section 1(u)(i) of this Officer's Certificate
      (under "Certain Covenants and Definitions--Restricted Payments") as though
      such covenant had been in effect during the entire period of time from
      which the Series H Notes are issued, provided, however, that no immediate
      Default or Event of Default shall occur as a result of such reinstatement
      of the Suspended Covenants.

            (xv) Covenant Defeasance.

            (A) Option to Effect Covenant Defeasance. The Company may, at the
      option of the Board of Directors evidenced by a resolution set forth in an
      Officers' Certificate, at any time, elect to have Section 1(u)(xv)(B)
      hereof be applied to all outstanding Series H Notes upon compliance with
      the conditions set forth below in Section 1(u)(xv)(C) hereof.

            (B) Exercise of Covenant Defeasance. Upon the Company's exercise
      under Section 1(u)(xv)(A) hereof of the option applicable to this Section
      1(u)(xv)(B), the Company shall, subject to the satisfaction of the
      conditions set forth in Section 1(u)(xv)(C) hereof, be released from each
      of its obligations under the covenants contained in Section 1(h)(iii),
      Section 1(h)(iv), Section 1(u)(i), Section 1(u)(ii), Section 1(u)(iii),
      Section 1(u)(iv), Section 1(u)(v), Section 1(u)(vii), Section 1(u)(viii),
      Section 1(u)(ix), Section 1(u)(x), Section 1(u)(xi), Section 1(u)(xii)
      hereof (under the headings: "Mandatory Redemption/Redemption at Option of
      Holders/Offers to Purchase--Offer to Purchase Upon Change of Control,"
      Mandatory Redemption/Redemption at Option of Holders/Offers to
      Purchase--Offer to Purchase by Application of Excess Proceeds," "Certain
      Covenants and Definitions--Restricted Payments," "Certain Covenants and
      Definitions--Incurrence of Indebtedness and Issuance of Preferred Stock,"
      "Certain Covenants and Definitions--Liens," "Certain Covenants and
      Definitions--Dividend and Other Payment Restrictions Affecting
      Subsidiaries," "Certain Covenants and Definitions--Asset Sales," "Certain
      Covenants and Definitions--Transactions with Affiliates," "Certain
      Covenants and Definitions--Designation of Restricted and Unrestricted
      Subsidiaries," "Certain Covenants and Definitions--Future Subsidiary
      Guarantees," "Certain Covenants and Definitions--Sale and Leaseback
      Transactions," "Certain Covenants and Definitions--Business Activities"
      and "Certain Covenants and Definitions--Payment for Consents") and clause
      (A)(4) of Section 1(u)(vi) (under the heading "Certain Covenants and
      Definitions--Merger, Consolidation or Sale of Assets") hereof with respect
      to the Outstanding Series H Notes on and after the date the conditions set
      forth in Section 1(u)(xv)(C) hereof are satisfied (hereinafter, "Covenant
      Defeasance"), and the Series H Notes shall thereafter be deemed not
      Outstanding for the purposes of any direction, waiver, consent or
      declaration or act of Holders of Securities, including but not limited to,
      Holders of Series H Notes (and the consequences of any thereof) in


                                       49
<PAGE>

      connection with such covenants, but will continue to be deemed Outstanding
      for all other purposes hereunder. For this purpose, Covenant Defeasance
      means that, with respect to the Outstanding Series H Notes, the Company
      may omit to comply with and will have no liability in respect of any term,
      condition or limitation set forth in any such covenant, whether directly
      or indirectly, by reason of any reference elsewhere herein to any such
      covenant or by reason of any reference in any such covenant to any other
      provision herein or in any other document and such omission to comply will
      not constitute a Triggering Event under Section 1(h)(ii) hereof or a
      Default or an Event of Default under Section 10.01 of the Indenture, but,
      except as specified above, the remainder of the Indenture, this Officer's
      Certificate and such Series H Notes will be unaffected thereby. In
      addition, upon the Company's exercise under Section 1(u)(xv)(A) hereof of
      the option applicable to Section 1(u)(xv)(B) hereof, subject to the
      satisfaction of the conditions set forth in Section 1(u)(xv)(C) hereof,
      Sections 1(h)(ii)(A)(3) through 1(h)(ii)(A)(7) hereof will not constitute
      Triggering Events.

            (C) Conditions to Covenant Defeasance. In order to exercise Covenant
      Defeasance under this Section 1(u)(xv):

            (1)   the Company must irrevocably deposit with the Trustee or any
                  Paying Agent (other than the Company), in trust for the
                  benefit of the Holders of the Series H Notes:

                  (a)   money (including Funded Cash not otherwise applied
                        pursuant to the Indenture) in an amount which will be
                        sufficient, or

                  (b)   Eligible Obligations which do not contain provisions
                        permitting the redemption or other prepayment thereof at
                        the option of the issuer thereof, the principal of and
                        the interest on which when due, without any regard to
                        reinvestment thereof, will provide monies which,
                        together with the money, if any, deposited with or held
                        by the Trustee or such Paying Agent, will be sufficient,
                        or

                  (c)   a combination of (a) and (b) which will be sufficient,
                        to pay when due the principal of and premium, if any,
                        and interest, if any, and Liquidated Damages, if any,
                        due and to become due on the Series H Notes or portions
                        thereof provided, that the Company shall have delivered
                        to the Trustee and such Paying Agent: (I) a Company
                        Order stating that the money and Eligible Obligations
                        deposited in accordance with this Section 1(u)(xv)(C)
                        shall be held in trust, as provided in Section 9.03 of
                        the Indenture; and (II) if Eligible Obligations shall
                        have been deposited, an Opinion of Counsel to the effect
                        that such obligations constitute Eligible Obligations
                        and do not contain provisions permitting the redemption
                        or other prepayment thereof at the option of the issuer
                        thereof, and an


                                       50
<PAGE>

                        opinion of an Independent public Accountant of
                        nationally recognized standing, selected by the Company,
                        to the effect that the other requirements set forth in
                        Section 1(u)(xv)(C)(1)(b) above have been satisfied;

            (2)   the Company shall have delivered to the Trustee an Opinion of
                  Counsel confirming that the Holders of the Outstanding Series
                  H Notes will not recognize income, gain or loss for federal
                  income tax purposes as a result of such Covenant Defeasance
                  and will be subject to federal income tax on the same amounts,
                  in the same manner and at the same times as would have been
                  the case if such Covenant Defeasance had not occurred;

            (3)   no Triggering Event shall have occurred and be continuing on
                  the date of such deposit (other than a Triggering Event
                  arising from the breach of a covenant under this Officer's
                  Certificate resulting from the borrowing of funds to be
                  applied to such deposit);

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

            (5)   the Company must deliver to the Trustee an Officer's
                  Certificate stating that the deposit was not made by the
                  Company with the intent of preferring the Holders of Series H
                  Notes over the other creditors of the Company with the intent
                  of defeating, hindering, delaying or defrauding creditors of
                  the Company or others; and

            (6)   the Company must deliver to the Trustee an Officer's
                  Certificate and an Opinion of Counsel, each stating that all
                  conditions precedent relating to the Covenant Defeasance have
                  been complied with.

            (xvi) Additional Conditions to Section 9.01 of Indenture.

      Notwithstanding the provisions of Section 9.01 of the Indenture, no Series
      H Note shall be deemed to have been paid pursuant to such provisions
      unless the Company shall have delivered to the Trustee either: (a) an
      Opinion of Counsel in the United States reasonably acceptable to the
      Trustee confirming that (i) the Company has received from, or there has
      been published by, the Internal Revenue Service a ruling or (ii) since the
      date of this Officer's Certificate, there has been a change in the
      applicable federal income tax law, in either case to the effect that, and
      based thereon such Opinion of Counsel shall confirm that, the Holders of
      the Outstanding Series H Notes will not recognize income, gain or loss for
      federal income tax purposes as a result of such satisfaction and discharge
      and will be subject to federal income tax on the same amounts, in the same
      manner and at the same times as would have been the case if such
      satisfaction and discharge had not


                                       51
<PAGE>

      occurred; or (b) (i) an instrument wherein the Company, notwithstanding
      the satisfaction and discharge of the Company's Indebtedness in respect of
      the Series H Notes, shall assume the obligation (which shall be absolute
      and unconditional) to irrevocably deposit with the Trustee such additional
      sums of money, if any, or additional Eligible Obligations, if any, or any
      combination thereof, at such time or times, as shall be necessary,
      together with the money and/or Eligible Obligations theretofore so
      deposited, to pay when due the principal of and premium, if any, and
      interest due and to become due on such Series H Notes or portions thereof;
      provided, however, that such instrument may state that the Company's
      obligation to make additional deposits as aforesaid shall be subject to
      the delivery to the Company by the Trustee of a notice asserting the
      deficiency accompanied by an opinion of an Independent public Accountant
      of nationally recognized standing showing the calculation thereof; and
      (ii) an Opinion of Counsel of tax counsel in the United States reasonably
      acceptable to the Trustee to the effect that the Holders of the
      Outstanding Series H Notes will not recognize income, gain or loss for
      federal income tax purposes as a result of such satisfaction and discharge
      and will be subject to federal income tax on the same amounts, in the same
      manner and at the same times as would have been the case if such
      satisfaction and discharge had not occurred.

            (xvii) Modifications Requiring Consent.

            In addition to the provisions of Section 14.02 of the Indenture, no
      supplemental indenture shall alter or waive any of the provisions with
      respect to the redemption of the Series H Notes set forth in Section 1(g)
      hereof without the consent of each Holder of Series H Notes affected
      thereby.

            (xviii) Certain Definitions.

            Set forth below are certain defined terms used in this Officer's
      Certificate. Reference is made to the Indenture for the definitions of any
      other capitalized terms used herein for which no definition is provided
      herein.

            "2004 Resource Plan" means the integrated resource plan to be filed
      with the Public Utilities Commission of Nevada by the Company in 2004.

            "Acquired Debt" means, with respect to any specified Person:

            (1)   Indebtedness of any other Person existing at the time such
                  other Person is merged with or into or became a Subsidiary of
                  such specified Person, whether or not such Indebtedness is
                  incurred in connection with, or in contemplation of, such
                  other Person merging with or into, or becoming a Subsidiary
                  of, such specified Person; and

            (2)   Indebtedness secured by a Series H Lien encumbering any asset
                  acquired by such specified Person.


                                       52
<PAGE>

            "Affiliate" of any specified Person means any other Person directly
      or indirectly controlling or controlled by or under direct or indirect
      common control with such specified Person. For purposes of this
      definition, "control," as used with respect to any Person, means the
      possession, directly or indirectly, of the power to direct or cause the
      direction of the management or policies of such Person, whether through
      the ownership of voting securities, by agreement or otherwise; provided
      that beneficial ownership of 10% or more of the Voting Stock of a Person
      shall be deemed to be control. For purposes of this definition, the terms
      "controlling," "controlled by" and "under common control with" have
      correlative meanings.

            "Affiliate Transaction" has the meaning assigned to it in Section
      1(u)(vii)(A) of this Officer's Certificate.

            "Agent" means: any Security Registrar, Paying Agent or
      Authenticating Agent.

            "Applicable Procedures" means, with respect to any transfer or
      exchange of or for beneficial interests in any Global Note, the rules and
      procedures of the Depositary, Euroclear and Clearstream that apply to such
      transfer or exchange.

            "Asset Sale" means:

            (1)   the sale, lease, conveyance or other disposition of any assets
                  or rights, other than sales of inventory in the ordinary
                  course of business consistent with past practices; provided
                  that the sale, conveyance or other disposition of all or
                  substantially all of the assets of the Company and its
                  Restricted Subsidiaries taken as a whole shall be governed by
                  the provisions in Section 1(u)(x) ("Repurchase at the Option
                  of Holders--Change of Control") and/or Section 1(u)(vi)
                  ("Certain Covenants--Merger, Consolidation or Sale of Assets")
                  and not by Section 1(u)(v) ("Certain Covenants--Asset Sales")
                  of this Officer's Certificate; and

            (2)   the issuance of Equity Interests in any of the Company's
                  Subsidiaries or the sale of Equity Interests in any of its
                  Subsidiaries.

            Notwithstanding the preceding, the following items shall not be
      deemed to be Asset Sales:

            (1)   any single transaction or series of related transactions that
                  involves assets having a fair market value of less than $1.0
                  million;

            (2)   a transfer of assets between or among the Company and its
                  Restricted Subsidiaries;

            (3)   an issuance of Equity Interests by a Restricted Subsidiary to
                  the Company or to another Restricted Subsidiary;


                                       53
<PAGE>

            (4)   a Restricted Payment or Permitted Investment that is permitted
                  by Section 1(u)(i) of this Officer's Certificate (under the
                  heading "Certain Covenants--Restricted Payments");

            (5)   sales of accounts receivable and related assets or an interest
                  therein of the type specified in the definition of Qualified
                  Receivables Transaction to or by a Receivables Entity;

            (6)   sales, transfers or other dispositions of assets, including
                  Capital Stock of Restricted Subsidiaries, for consideration at
                  least equal to the fair market value of the assets sold or
                  disposed of, but only if the consideration received consists
                  of Capital Stock of a Person that becomes a Restricted
                  Subsidiary engaged in, or property or assets (other than cash,
                  except to extent used as a bona fide means of equalizing the
                  value of the property or assets involved in the swap
                  transaction) of a nature or type or that are used in, a
                  business of the issuer and its Restricted Subsidiaries
                  existing on the date of such sale or other disposition;
                  provided, however, that any cash received by the Company shall
                  be treated as Net Proceeds and applied as set forth in the
                  Section 1(g)(iii) of this Officer's Certificate (under the
                  heading "Repurchase at the Option of Holders--Asset Sales");
                  provided further that the fair market value of the assets sold
                  or disposed of is determined as provided in Section 1(u)(i)(C)
                  of this Officer's Certificate (under the heading "Certain
                  Covenants--Restricted Payments"); and

            (7)   transfers of assets by the Company and its Restricted
                  Subsidiaries required under statute or regulation in
                  connection with renewable energy contracts.

            "Asset Sale Offer" has the meaning assigned to it in Section
      1(h)(iv)(A) of this Officer's Certificate.

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

            "Bankruptcy Law" means Title 11, U.S. Code or any similar federal or
      state law for the relief of debtors.

            "Beneficial Owner" has the meaning assigned to such term in Rule
      13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating
      the beneficial ownership of any particular "person" (as that term is used
      in Section 13(d)(3) of the Exchange Act), such "person" shall be deemed to
      have beneficial ownership of all securities that such


                                       54
<PAGE>

      "person" has the right to acquire by conversion or exercise of other
      securities, whether such right is currently exercisable or is exercisable
      only upon the occurrence of a subsequent condition. The terms
      "Beneficially Owns" and "Beneficially Owned" have a corresponding meaning.

            "Board of Directors" means:

            (1)   with respect to a corporation, the board of directors of the
                  corporation or any committee of such board of directors duly
                  authorized to act for the corporation;

            (2)   with respect to a partnership, the board of directors of the
                  general partner of the partnership; and

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

            "Broker-Dealer" has the meaning set forth in the Registration Rights
      Agreement.

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

            "Capital Stock" means:

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

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

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

            (4)   any other interest or participation that confers on a Person
                  the right to receive a share of the profits and losses of, or
                  distributions of assets of, the issuing Person.

            "Cash Equivalents" means:

            (1)   United States dollars;

            (2)   securities issued or directly and fully guaranteed or insured
                  by the United States government or any agency or
                  instrumentality of the United States government (provided that
                  the full faith and credit of the United States is


                                       55
<PAGE>

                  pledged in support of those securities) having maturities of
                  not more than one year from the date of acquisition;

            (3)   certificates of deposit and eurodollar time deposits with
                  maturities of six months or less from the date of acquisition,
                  bankers' acceptances with maturities not exceeding six months
                  and overnight bank deposits, in each case, with any domestic
                  commercial bank having capital and surplus in excess of $500.0
                  million and a Thomson Bank Watch Rating of "B" or better;

            (4)   repurchase obligations with a term of not more than seven days
                  for underlying securities of the types described in clauses
                  (2) and (3) above entered into with any financial institution
                  meeting the qualifications specified in clause (3) above;

            (5)   commercial paper having the highest rating obtainable from
                  Moody's or S&P and in each case maturing within 270 days after
                  the date of acquisition; and

            (6)   money market funds at least 95% of the assets of which
                  constitute Cash Equivalents of the kinds described in clauses
                  (1) through (5) of this definition.

            "Change of Control" means the occurrence of any of the following:

            (1)   the direct or indirect sale, transfer, conveyance or other
                  disposition (other than by way of merger or consolidation), in
                  one or a series of related transactions, of all or
                  substantially all of the properties or assets of the Company
                  and its Restricted Subsidiaries taken as a whole to any
                  "person" (as that term is used in Section 13(d)(3) of the
                  Exchange Act, including any "group" with the meaning of the
                  Exchange Act);

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

            (3)   the consummation of any transaction (including, without
                  limitation, any merger or consolidation) the result of which
                  is that any "person" (as defined above) becomes the Beneficial
                  Owner, directly or indirectly, of more than 30% of the Voting
                  Stock of the Company or Sierra Pacific Resources, measured by
                  voting power rather than number of shares; or

            (4)   the first day on which a majority of the members of the Board
                  of Directors or the Board of Sierra Pacific Resources are not
                  Continuing Directors.

            "Change of Control Offer" has the meaning assigned to it in Section
      1(h)(iii)(A) of this Officer's Certificate.


                                       56
<PAGE>

            "Change of Control Payment" has the meaning assigned to it in
      Section 1(h)(iii)(A) of this Officer's Certificate.

            "Change of Control Payment Date" has the meaning assigned to it in
      Section 1(h)(iii)(B)(2) of this Officer's Certificate.

            "Clearstream" means Clearstream Banking, societe anonyme.

            "Consolidated Cash Flow" means, with respect to any specified Person
      for any period, the Consolidated Net Income of such Person for such period
      plus:

            (1)   an amount equal to any extraordinary loss plus any net loss
                  realized by such Person or any of its Subsidiaries in
                  connection with an Asset Sale, to the extent such losses were
                  deducted in computing such Consolidated Net Income; plus

            (2)   provision for taxes based on income or profits of such Person
                  and its Restricted Subsidiaries for such period, to the extent
                  that such provision for taxes was deducted in computing such
                  Consolidated Net Income; plus

            (3)   consolidated interest expense of such Person and its
                  Restricted Subsidiaries for such period, whether paid or
                  accrued and whether or not capitalized (including, without
                  limitation, amortization of debt issuance costs and original
                  issue discount, non-cash interest payments, the interest
                  component of any deferred payment obligations, the interest
                  component of all payments associated with Capital Lease
                  Obligations, imputed interest with respect to Attributable
                  Debt, commissions, discounts and other fees and charges
                  incurred in respect of letter of credit or bankers' acceptance
                  financings, and net of the effect of all payments made or
                  received pursuant to Hedging Obligations), to the extent that
                  any such expense was deducted in computing such Consolidated
                  Net Income; plus

            (4)   depreciation, amortization (including amortization of goodwill
                  and other intangibles but excluding amortization of prepaid
                  cash expenses that were paid in a prior period) and other
                  non-cash expenses (excluding any such non-cash expense to the
                  extent that it represents an accrual of or reserve for cash
                  expenses in any future period of such Person and its
                  Restricted Subsidiaries for such period to the extent that
                  such depreciation, amortization and other non-cash expenses
                  were deducted in computing such Consolidated Net Income); plus

            (5)   all extraordinary, unusual or non-recurring items of loss or
                  expense; minus

            (6)   all extraordinary, unusual or non-recurring items of gain or
                  revenue; minus


                                       57
<PAGE>

            (7)   non-cash items increasing such Consolidated Net Income for
                  such period, other than the accrual of revenue in the ordinary
                  course of business,

      in each case, on a consolidated basis and determined in accordance with
      GAAP; provided that non-cash expenses recorded as a result of deferred
      energy accounting shall not be added to Consolidated Net Income.

            "Consolidated Net Income" means, with respect to any specified
      Person for any period, the aggregate of the Net Income of such Person and
      its Restricted Subsidiaries for such period, on a consolidated basis,
      determined in accordance with GAAP; provided that:

            (1)   the Net Income (but not loss) of any Person that is not a
                  Restricted Subsidiary or that is accounted for by the equity
                  method of accounting shall be included only to the extent of
                  the amount of dividends or distributions paid in cash to the
                  specified Person or a Restricted Subsidiary of the Person;

            (2)   the Net Income of any Restricted Subsidiary shall be excluded
                  to the extent that the declaration or payment of dividends or
                  similar distributions by that Restricted Subsidiary of that
                  Net Income is not at the date of determination permitted
                  without any prior governmental approval (that has not been
                  obtained) or, directly or indirectly, by operation of the
                  terms of its charter or any agreement, instrument, judgment,
                  decree, order, statute, rule or governmental regulation
                  applicable to that Restricted Subsidiary or its stockholders;

            (3)   the cumulative effect of a change in accounting principles
                  shall be excluded; and

            (4)   any equity in earnings or losses of Sierra Pacific Resources
                  shall be excluded.

            "Continuing Directors" means, as of any date of determination, any
      member of the Board of Directors who:

            (1)   was a member of the Board of Directors on the Issue Date; or

            (2)   was nominated for election or elected to the Board of
                  Directors with the approval of a majority of the Continuing
                  Directors who were members of the Board of Directors at the
                  time of such nomination or election.

            "Credit Facilities" means one or more debt facilities or commercial
      paper facilities, in each case with banks or other institutional lenders
      providing for revolving credit loans, term loans or letters of credit, in
      each case, as amended, restated, modified, renewed, refunded, replaced or
      refinanced in whole or in part from time to time, and


                                       58
<PAGE>

      includes any securities issued pursuant to the Indenture in order to
      secure any amounts outstanding under a Credit Facility from time to time;
      provided that the obligation of the Company to make any payment on any
      such securities shall be:

            (1)   no greater than the amount required to be paid under such
                  Credit Facility that is secured by such payment obligation;

            (2)   payable no earlier than such amount is required to be paid
                  under such Credit Facility; and

            (3)   deemed to have been paid or otherwise satisfied and discharged
                  to the extent that the Company has paid such amount under such
                  Credit Facility; provided further that any amounts the Company
                  is obligated to pay under such securities will not be included
                  for purposes of determining the aggregate amount outstanding
                  under Credit Facilities that is permitted under clause (1) of
                  Section 1(u)(ii)(B) ("Incurrence of Indebtedness and Issuance
                  of Preferred Stock").

            "Default" means any event that is, or with the passage of time or
      the giving of notice or both would be, an Event of Default as defined in
      the Indenture.

            "Definitive Note" means a certificated Series H Note registered in
      the name of the Holder thereof and issued in accordance with Section
      1(q)(v) of this Officer's Certificate, in the form of Exhibit A hereto
      except that such Series H Note shall not bear the Global Note Legend and
      shall not have the "Schedule of Exchanges of Interests in the Global Note"
      attached thereto.

            "Depositary" means, with respect to the Series H Notes issuable or
      issued in whole or in part in global form, the Person specified in Section
      1(q)(iii) of this Officer's Certificate as the Depositary with respect to
      the Series H Notes, and any and all successors thereto appointed as
      depositary hereunder and having become such pursuant to the applicable
      provision of this Officer's Certificate or the Indenture.

            "Disqualified Stock" means any Capital Stock that, by its terms (or
      by the terms of any security into which it is convertible, or for which it
      is exchangeable, in each case at the option of the holder of the Capital
      Stock), or upon the happening of any event (other than as a result of an
      optional redemption by the issuer thereof), matures or is mandatorily
      redeemable, pursuant to a sinking fund obligation or otherwise, or
      redeemable at the option of the holder of the Capital Stock, in whole or
      in part, on or prior to the date that is 91 days after the date on which
      the Series H Notes mature. Notwithstanding the preceding sentence, any
      Capital Stock that would constitute Disqualified Stock solely because the
      holders of the Capital Stock have the right to require the Company to
      repurchase such Capital Stock upon the occurrence of a change of control
      or an asset sale shall not constitute Disqualified Stock if the terms of
      such Capital Stock provide that the Company may not repurchase or redeem
      any such Capital


                                       59
<PAGE>

      Stock pursuant to such provisions unless such repurchase or redemption
      complies with Section 1(u)(i) of this Officer's Certificate (under the
      heading "Certain Covenants and Definitions--Restricted Payments").

            "DTC" has the meaning assigned to it in Section 1(q)(iii) of this
      Officer's Certificate.

            "Equity Interests" means Capital Stock and all warrants, options or
      other rights to acquire Capital Stock (but excluding any debt security
      that is convertible into, or exchangeable for, Capital Stock).

            "Euroclear" means Euroclear Bank S.A./N.V.

            "Event of Default" means an Event of Default as defined in the
      Indenture.

            "Excess Proceeds" has the meaning assigned to it in Section
      1(u)(v)(D) of this Officer's Certificate.

            "Exchange Notes" means if and when issued, each series of the Series
      H Notes issued in exchange for any Initial Notes in an Exchange Offer or
      upon transfer pursuant to a Shelf Registration Statement.

            "Exchange Offer" has the meaning set forth in a corresponding
      Registration Rights Agreement.

            "Exchange Offer Registration Statement" has the meaning set forth in
      the Registration Rights Agreement.

            "Existing Indebtedness" means all Indebtedness of the Company and
      its Subsidiaries (other than Indebtedness under a Credit Facility) in
      existence on the Issue Date, until such amounts are repaid.

            "First Mortgage Indenture" means the Indenture of Mortgage, dated as
      of December 1 1940, between the Company and U.S. Bank National Association
      and Gerald R. Wheeler, as successor trustee, as modified, amended or
      supplemented at any time or from time to time by supplemental indentures.

            "Fixed Charges" means, with respect to any specified Person for any
      period, the sum, without duplication, of:

            (1)   the consolidated interest expense of such Person and its
                  Restricted Subsidiaries for such period, whether paid or
                  accrued, including, without limitation, amortization of debt
                  issuance costs and original issue discount, non-cash interest
                  payments, the interest component of any deferred payment
                  obligations, the interest component of all payments associated
                  with Capital Lease Obligations, imputed interest with respect
                  to


                                       60
<PAGE>

                  Attributable Debt, commissions, discounts and other fees and
                  charges incurred in respect of letter of credit or bankers'
                  acceptance financings, and net of the effect of all payments
                  made or received pursuant to Hedging Obligations; plus

            (2)   the consolidated interest of such Person and its Restricted
                  Subsidiaries that was capitalized during such period; plus

            (3)   any interest expense on Indebtedness of another Person that is
                  Guaranteed by such Person or one of its Restricted
                  Subsidiaries or secured by a Series H Lien on assets of such
                  Person or one of its Restricted Subsidiaries, whether or not
                  such Guarantee or Series H Lien is called upon; plus

            (4)   the product of (a) all dividends, whether paid or accrued and
                  whether or not in cash, on any series of preferred stock of
                  such Person or any of its Restricted Subsidiaries, other than
                  dividends on Equity Interests payable solely in Equity
                  Interests of the Company (other than Disqualified Stock) or to
                  the Company or a Restricted Subsidiary of the Company, times
                  (b) a fraction, the numerator of which is one and the
                  denominator of which is one minus the then current combined
                  federal, state and local statutory tax rate of such Person,
                  expressed as a decimal, in each case, on a consolidated basis
                  and in accordance with GAAP; plus

            (5)   all distributions by a Trust Preferred Vehicle to persons
                  other than the Company of amounts received as interest by such
                  trust on the subordinated Indebtedness of the Company held by
                  such trust.

            "Fixed Charge Coverage Ratio" means with respect to any specified
      Person for any period, the ratio of the Consolidated Cash Flow of such
      Person and its Restricted Subsidiaries for such period to the Fixed
      Charges of such Person and its Restricted Subsidiaries for such period. In
      the event that the specified Person or any of its Restricted Subsidiaries
      incurs, assumes, Guarantees, repays, repurchases or redeems any
      Indebtedness (other than ordinary working capital borrowings) or issues,
      repurchases or redeems preferred stock subsequent to the commencement of
      the period for which the Fixed Charge Coverage Ratio is being calculated
      and on or prior to the date on which the event for which the calculation
      of the Fixed Charge Coverage Ratio is made (the "Calculation Date"), then
      the Fixed Charge Coverage Ratio shall be calculated giving pro forma
      effect to such incurrence, assumption, Guarantee, repayment, repurchase or
      redemption of Indebtedness, or such issuance, repurchase or redemption of
      preferred stock, and the use of the proceeds therefrom as if the same had
      occurred at the beginning of the applicable four-quarter reference period.

            In addition, for purposes of calculating the Fixed Charge Coverage
      Ratio:


                                       61
<PAGE>

            (1)   acquisitions that have been made by the specified Person or
                  any of its Restricted Subsidiaries, including through mergers,
                  consolidations or otherwise (including acquisitions of assets
                  used in a Permitted Business) and including any related
                  financing transactions, during the four-quarter reference
                  period or subsequent to such reference period and on or prior
                  to the Calculation Date shall be given pro forma effect as if
                  they had occurred on the first day of the four-quarter
                  reference period, including any pro forma expense and cost
                  reductions that have occurred or are reasonably expected to
                  occur, in the reasonable judgment of the chief financial
                  officer of the Company (regardless of whether those cost
                  savings or operating improvements could then be reflected in
                  pro forma financial statements in accordance with Regulation
                  S-X promulgated under the Securities Act or any other
                  regulation or policy of the Commission related thereto);

            (2)   the Consolidated Cash Flow attributable to discontinued
                  operations, as determined in accordance with GAAP, and
                  operations or businesses disposed of prior to the Calculation
                  Date, shall be excluded; and

            (3)   the Fixed Charges attributable to discontinued operations, as
                  determined in accordance with GAAP, and operations or
                  businesses disposed of prior to the Calculation Date, shall be
                  excluded, but only to the extent that the obligations giving
                  rise to such Fixed Charges shall not be obligations of the
                  specified Person or any of its Restricted Subsidiaries
                  following the Calculation Date.

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

            "Global Note Legend" means the legend set forth in Section
      1(q)(v)(G)(2) of this Officer's Certificate, which is required to be
      placed on all Global Notes issued under this Officer's Certificate.

            "Global Notes" means, individually and collectively, each of the
      Series H Notes (which may be either Restricted Global Notes or
      Unrestricted Global Notes) issued or issuable in the global form of
      Exhibit A hereto issued in accordance with Sections 1(q)(i),
      1(q)(v)(B)(4), 1(q)(v)(D)(4) or 1(q)(v)(F) of this Officer's Certificate.

            "Guarantee" means a guarantee other than by endorsement of
      negotiable instruments for collection in the ordinary course of business,
      direct or indirect, in any manner including, without limitation, by way of
      a pledge of assets or through letters of


                                       62
<PAGE>

      credit or reimbursement agreements in respect thereof, of all or any part
      of any Indebtedness.

            "Hedging Obligations" means, with respect to any specified Person,
      the obligations of such Person incurred in the normal course of business
      and consistent with past practices and not for speculative purposes under:

            (1)   interest rate swap agreements, interest rate cap agreements
                  and interest rate collar agreements designed to protect the
                  person or entity entering into the agreement against
                  fluctuations in interest rates with respect to Indebtedness
                  incurred and not for purposes of speculation;

            (2)   foreign exchange contracts and currency protection agreements
                  entered into with one of more financial institutions designed
                  to protect the person or entity entering into the agreement
                  against fluctuations in currency exchange rates with respect
                  to Indebtedness incurred and not for purposes of speculation;

            (3)   any commodity futures contract, commodity option or other
                  similar agreement or arrangement designed to protect against
                  fluctuations in the price of commodities used by that entity
                  at the time; and

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

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

            (1)   in respect of borrowed money;

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

            (3)   in respect of banker's acceptances;

            (4)   representing Capital Lease Obligations;

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

            (6)   representing any Hedging Obligations,

      if and to the extent any of the preceding items (other than letters of
      credit and Hedging Obligations) would appear as a liability upon a balance
      sheet of the specified Person prepared in accordance with GAAP. In
      addition, the term "Indebtedness" includes all


                                       63
<PAGE>

      Indebtedness of others secured by a Series H Lien on any asset of the
      specified Person (whether or not such Indebtedness is assumed by the
      specified Person) and, to the extent not otherwise included, the Guarantee
      by the specified Person of any indebtedness of any other Person.

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

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

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

            "Indirect Participant" means a Person who holds a beneficial
      interest in a Global Note through a Participant.

            "Initial Notes" has the meaning set forth in Section 1(q)(ii) of
      this Officer's Certificate.

            "Initial Purchaser" has the meaning set forth in the Purchase
      Agreement.

            "Institutional Accredited Investor" means an institution that is an
      "accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under
      the Securities Act.

            "Investment Grade Rating" means a rating equal to or higher than
      Baa3 (or the equivalent) by Moody's or BBB- (or the equivalent) by S&P.

            "Investments" means, with respect to any Person, all direct or
      indirect investments by such Person in other Persons (including
      Affiliates) in the forms of loans (including Guarantees or other
      obligations), advances or capital contributions (excluding commission,
      travel and similar advances to officers and employees made in the ordinary
      course of business), purchases or other acquisitions for consideration of
      Indebtedness, Equity Interests or other securities, together with all
      items that are or would be classified as investments on a balance sheet
      prepared in accordance with GAAP. If the Company or any Subsidiary of the
      Company sells or otherwise disposes of any Equity Interests of any direct
      or indirect Subsidiary of the Company such that, after giving effect to
      any such sale or disposition, such Person is no longer a Subsidiary of the
      Company, the Company shall be deemed to have made an Investment on the
      date of any such sale or disposition equal to the fair market value of the
      Equity Interests of such Subsidiary not sold or disposed of in an amount
      determined as provided in Section 1(u)(i)(C) of this Officer's Certificate
      (under the heading "Certain Covenants and Definitions--Restricted
      Payments"). The acquisition by the Company or any Subsidiary of the
      Company of a Person that holds an Investment in a third Person shall be
      deemed to be an Investment by the Company or such Subsidiary in such third
      Person in an amount equal to the fair market value of the Investment held
      by the acquired Person in such third Person in an


                                       64
<PAGE>

      amount determined as provided in Section 1(u)(i)(C) of this Officer's
      Certificate (under the heading "Certain Covenants and
      Definitions--Restricted Payments").

            "Issue Date" means the first date on which any Series H Notes are
      issued, authenticated and delivered under the Indenture and this Officer's
      Certificate.

            "Letter of Transmittal" means the letter of transmittal to be
      prepared by the Company and sent to all Holders of Initial Notes for use
      by such Holders in connection with an Exchange Offer.

            "Liquidated Damages" means all liquidated damages then owing
      pursuant to Section 5 of the Registration Rights Agreement.

            "Moody's" means Moody's Investors Service, Inc. or any successor to
      the rating agency business thereof.

            "Net Income" means, with respect to any specified Person, the net
      income (loss) of such Person, determined in accordance with GAAP and
      before any reduction in respect of preferred stock dividends, excluding,
      however:

            (1)   any gain (but not loss), together with any related provision
                  for taxes on such gain (but not loss), realized in connection
                  with: (a) any Asset Sale; or (b) the disposition of any
                  securities by such Person or any of its Subsidiaries or the
                  extinguishment of any Indebtedness of such Person or any of
                  its Subsidiaries; and

            (2)   any extraordinary gain (but not loss), together with any
                  related provision for taxes on such extraordinary gain (but
                  not loss).

            "Net Proceeds" means the aggregate cash proceeds received by the
      Company or any of its Restricted Subsidiaries in respect of any Asset Sale
      (including, without limitation, any cash received upon the sale or other
      disposition of any non-cash consideration received in any Asset Sale), net
      of the direct costs relating to such Asset Sale, including, without
      limitation, legal, accounting and investment banking fees, and sales
      commissions, and any relocation expenses incurred as a result of the Asset
      Sale, taxes paid or payable as a result of the Asset Sale, in each case,
      after taking into account any available tax credits or deductions and any
      tax sharing arrangements, and amounts required to be applied to the
      repayment of Indebtedness, other than Senior Debt secured by a Series H
      Lien on the asset or assets that were the subject of such Asset Sale and
      any reserve for adjustment in respect of the sale price of such asset or
      assets established in accordance with GAAP.

            "Non-Recourse Debt" means Indebtedness:

            (1)   as to which neither the Company nor any of its Restricted
                  Subsidiaries (a) provides credit support of any kind
                  (including any undertaking,


                                       65
<PAGE>

                  agreement or instrument that would constitute Indebtedness),
                  (b) is directly or indirectly liable as a guarantor or
                  otherwise, or (c) constitutes the lender;

            (2)   no default with respect to which (including any rights that
                  the holders of the Indebtedness may have to take enforcement
                  action against an Unrestricted Subsidiary) would permit upon
                  notice, lapse of time or both any holder of any other
                  Indebtedness (other than the Series H Notes) of the Company or
                  any of its Restricted Subsidiaries to declare a default on
                  such other Indebtedness or cause the payment of the
                  Indebtedness to be accelerated or payable prior to its stated
                  maturity; and

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

            "Non-U.S. Person" means a person who is not a U.S. Person.

            "Note Custodian" means the Trustee, as custodian for the Depositary
      with respect to the Series H Notes in global form, or any successor entity
      thereto.

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

            "Offer Amount" has the meaning assigned to it in Section 1(h)(iv)(B)
      of this Officer's Certificate.

            "Offer Period" has the meaning assigned to it in Section 1(h)(iv)(B)
      of this Officer's Certificate.

            "Offering" means the offering of the Original Notes by the Company
      on the Issue Date.

            "Officer" means, with respect to any Person, the Chairman of the
      Board, the Chief Executive Officer, the President, the Chief Operating
      Officer, the Chief Financial Officer, the Treasurer, any Assistant
      Treasurer, the Controller, the Secretary or any Vice-President of such
      Person.

            "Original Notes" has the meaning set forth in Section 1(q)(ii) of
      this Officer's Certificate.

            "Participant" means, with respect to DTC, Euroclear or Clearstream,
      a Person who has an account with DTC, Euroclear or Clearstream,
      respectively (and, with respect to DTC, shall include Euroclear and
      Clearstream).


                                       66
<PAGE>

            "Payment Default" has the meaning assigned to it in Section
      1(h)(ii)(A)(6)(I) of this Officer's Certificate.

            "Permitted Business" means any business that derives a majority of
      its revenues from the business engaged in by the Company and its
      Restricted Subsidiaries on the Issue Date and/or activities that are
      reasonably similar, ancillary, incidental, complementary or related to, or
      a reasonable extension, development or expansion of, the businesses in
      which the Company and its Restricted Subsidiaries are engaged on the Issue
      Date, as determined in good faith by the Board of Directors.

            "Permitted Investments" means:

            (1)   any Investment in the Company or in a Restricted Subsidiary of
                  the Company (other than a Receivables Entity);

            (2)   any Investment in Cash Equivalents;

            (3)   any Investment by the Company or any Restricted Subsidiary of
                  the Company in a Person, if as a result of such Investment:

                  (a)   such Person becomes a Restricted Subsidiary of the
                        Company (other than a Receivables Entity); or

                  (b)   such Person is merged, consolidated or amalgamated with
                        or into, or transfers or conveys substantially all of
                        its assets to, or is liquidated into, the Company or a
                        Restricted Subsidiary of the Company (other than a
                        Receivables Entity);

            (4)   any Investment made as a result of the receipt of non-cash
                  consideration from an Asset Sale that was made pursuant to and
                  in compliance with Section 1(u)(v) of this Officer's
                  Certificate (under the heading "Certain Covenants and
                  Definitions--Asset Sales");

            (5)   any acquisition of assets to the extent it is in exchange for
                  the issuance of Equity Interests (other than Disqualified
                  Stock) of the Company;

            (6)   any Investments received in compromise of obligations of such
                  persons incurred in the ordinary course of trade creditors or
                  customers that were incurred in the ordinary course of
                  business, including pursuant to any plan of reorganization or
                  similar arrangement upon the bankruptcy or insolvency of any
                  trade creditor or customer;

            (7)   Hedging Obligations;

            (8)   Investments by the Company or a Restricted Subsidiary in a
                  Receivables Entity or any Investment by a Receivables Entity
                  in any other Person, in


                                       67
<PAGE>

                  each case, in connection with a Qualified Receivables
                  Transaction, provided however, that any Investment in any
                  Receivables Entity or such other Person is in the form of a
                  Purchase Money Note, or any equity interests, directly or
                  indirectly, in accounts receivable and related assets
                  generated by the Company or a Restricted Subsidiary and
                  transferred to any Person in connection with a Qualified
                  Receivables Transaction or any such Person owning such
                  accounts receivable;

            (9)   any Investments made in accordance with clause (6) of the
                  definition of "Asset Sales"; and

            (10)  other Investments in any Person that is not also a Restricted
                  Subsidiary of the Company having an aggregate fair market
                  value (measured on the date each such Investment was made and
                  without giving effect to subsequent changes in value), when
                  taken together with all other Investments made pursuant to
                  this clause (10) since the Issue Date, not to exceed $20.0
                  million.

            "Permitted Refinancing Indebtedness" means any Indebtedness of the
      Company or any of its Restricted Subsidiaries issued in exchange for, or
      the net proceeds of which are used to extend, refinance, renew, replace,
      defease or refund other Indebtedness of the Company or any of its
      Restricted Subsidiaries (other than intercompany Indebtedness); provided
      that:

            (1)   the principal amount (or accreted value, if applicable) of
                  such Permitted Refinancing Indebtedness does not exceed the
                  principal amount (or accreted value, if applicable) of the
                  Indebtedness extended, refinanced, renewed, replaced, defeased
                  or refunded (plus all accrued and unpaid interest on the
                  Indebtedness and the amount of all expenses and premiums
                  incurred in connection therewith);

            (2)   if such Permitted Refinancing Indebtedness is issued on or
                  after the first anniversary of the Issue Date, such Permitted
                  Refinancing Indebtedness has a final maturity date later than
                  the final maturity date of, and has a Weighted Average Life to
                  Maturity equal to or greater than the Weighted Average Life to
                  Maturity of, the Indebtedness being extended, refinanced,
                  renewed, replaced, defeased or refunded;

            (3)   if such Permitted Refinancing Indebtedness is issued on or
                  after the first anniversary of the Issue Date, and the
                  Indebtedness being extended, refinanced, renewed, replaced,
                  defeased or refunded is contractually subordinated in right of
                  payment to the Series H Notes, such Permitted Refinancing
                  Indebtedness has a final maturity date later than the final
                  maturity date of, and is subordinated in right of payment to,
                  the Series H Notes on terms at least as favorable to the
                  Holders of Series H Notes as


                                       68
<PAGE>

                  those contained in the documentation governing the
                  Indebtedness being extended, refinanced, renewed, replaced,
                  defeased or refunded; and

            (4)   such Indebtedness is incurred either by the Company or by the
                  Subsidiary who is the obligor on the Indebtedness being
                  extended, refinanced, renewed, replaced, defeased or refunded.

            "Private Placement Legend" means the legend set forth in Section
      1(q)(v)(G)(1) of this Officer's Certificate to be placed on all Series H
      Notes issued under the Indenture and this Officer's Certificate except
      where otherwise permitted by the provisions of the Indenture and this
      Officer's Certificate.

            "Purchase Agreement" means the Purchase Agreement dated April 12,
      2003 among the Company and each Initial Purchaser relating to the
      Offering.

            "Purchase Date" has the meaning assigned to it in Section
      1(h)(iv)(B) of this Officer's Certificate.

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

            "QIB" means a "qualified institutional buyer" as defined in Rule
      144A.

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

            "Rating Agencies" means S&P and Moody's, or if S&P or Moody's or
      both shall not make a rating on the Series H Notes publicly available, a
      nationally recognized


                                       69
<PAGE>

      statistical rating agency or agencies, as the case may be, selected by the
      Company (as certified by a resolution of the Board of Directors) which
      shall be substituted for S&P or Moody's or both, as the case may be.

            "Receivables Entity" means a wholly-owned Subsidiary of the Company
      or Sierra Pacific Resources (or another Person in which the Company or any
      Restricted Subsidiary of the Company makes an Investment and to which the
      Company or any Restricted Subsidiary of the Company transfers accounts
      receivable and related assets) which engages in no activities other than
      in connection with the financing of accounts receivable and which is
      designated by the Board of Directors (as provided below) as a Receivables
      Entity:

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

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

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

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

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

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


                                       70
<PAGE>

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

            "Registration Rights Agreement" means (i) the Registration Rights
      Agreement, dated as of the Issue Date, by and among the Company and the
      other parties named on the signature pages thereof relating to the
      Original Notes and (ii) any similar agreement that the Company and other
      parties may enter into in relation to any other Initial Notes, in each
      case as such agreement may be amended, modified or supplemented from time
      to time.

            "Regulation S" means Regulation S promulgated under the Securities
      Act.

            "Regulation S Global Note" means a Global Note in the form of
      Exhibit A hereto bearing the Global Note Legend and the Private Placement
      Legend and deposited with or on behalf of and registered in the name of
      the Depositary or its nominee, issued in an initial denomination equal to
      the outstanding principal amount of the Notes initially sold by the
      Initial Purchasers in reliance on Rule 903 of Regulation S.

            "Restricted Definitive Note" means a Definitive Note bearing the
      Private Placement Legend.

            "Restricted Global Note" means a Global Note bearing the Private
      Placement Legend.

            "Restricted Investment" means an Investment other than a Permitted
      Investment.

            "Restricted Payments" has the meaning assigned to it in Section
      1(u)(i)(A) of this Officer's Certificate.

            "Restricted Period" means the 40-day distribution compliance period
      as set forth in Regulation S.

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

            "Rule 144" means Rule 144 promulgated under the Securities Act.

            "Rule 144A" means Rule 144A promulgated under the Securities Act.

            "Rule 144A Global Note" means a Global Note in the form of Exhibit A
      hereto bearing the Global Note Legend and the Private Placement Legend and
      deposited with and registered in the name of the Depositary or its
      nominee, issued in an initial denomination equal to the outstanding
      principal amount of the Notes initially sold by the Initial Purchasers in
      reliance on Rule 144A.


                                       71
<PAGE>

            "Rule 903" means Rule 903 promulgated under the Securities Act.

            "Rule 904" means Rule 904 promulgated under the Securities Act.

            "Securities Act" means the Security Act of 1933, as amended.

            "Series H Lien" means, with respect to any asset, any mortgage,
      lien, pledge, charge, security interest or encumbrance of any kind in
      respect of such asset, whether or not filed, recorded or otherwise
      perfected under applicable law, including any conditional sale or other
      title retention agreement, any lease in the nature thereof, any option or
      other agreement to sell or give a security interest in and any filing of
      or agreement to give any financing statement under the Uniform Commercial
      Code (or equivalent statutes) of any jurisdiction.

            "Series H Permitted Liens" means:

            (1)   Series H Liens securing any Indebtedness under a Credit
                  Facility that was permitted by the terms of this Officer's
                  Certificate to be incurred, and all Obligations and Hedging
                  Obligations relating to such Indebtedness;

            (2)   Series H Liens in favor of the Company or any Subsidiary
                  Guarantors;

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

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

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

            (6)   Series H Liens to secure Indebtedness (including Capital Lease
                  Obligations) permitted by Section 1(u)(ii)(B)(4) of this
                  Officer's Certificate ("Certain Covenants and
                  Definitions--Incurrence of Indebtedness and Issuance of
                  Preferred Stock") covering only the assets acquired with such
                  Indebtedness;

            (7)   Series H Liens existing on the Issue Date (including the
                  Series H Lien of the First Mortgage Indenture and the Series H
                  Lien of the Indenture);


                                       72
<PAGE>

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

            (9)   Series H Liens incurred in the ordinary course of business of
                  the Company or any Restricted Subsidiary with respect to
                  obligations (including Hedging Obligations) that do not exceed
                  $15.0 million at any one time outstanding;

            (10)  Series H Liens to secure Indebtedness permitted by clauses
                  (7), (13), (16) or (17) of Section 1(u)(ii)(B) of this
                  Officer's Certificate (under the heading "Certain Covenants
                  and Definitions--Incurrence of Indebtedness and Issuance of
                  Preferred Stock");

            (11)  Series H Liens securing any other Indebtedness issued or to be
                  issued under the Indenture that was permitted to be incurred
                  under the terms of Section 1(u)(ii) of this Officer's
                  Certificate (under the heading "Certain Covenants--Incurrence
                  of Indebtedness and Issuance of Preferred Stock");

            (12)  Series H Liens securing Permitted Refinancing Indebtedness
                  incurred to refinance Indebtedness that was previously so
                  secured; provided that any such Series H Lien is limited to
                  all or part of the same property or assets (plus improvements,
                  accessions, proceeds or dividends or distributions in respect
                  thereof) that secured (or, under the written arrangements
                  under which the original Series H Lien arose, could secure)
                  the Indebtedness being refinanced or is in respect of property
                  that is the security for a Series H Permitted Lien hereunder;

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

            (14)  Series H Liens, including pledges, rights of offset and
                  bankers' liens, on deposit accounts, instruments, investment
                  accounts and investment property (including cash, cash
                  equivalents and marketable securities) from time to time
                  maintained with or held by any financial and/or depository
                  institutions, in each case solely to secure any and all
                  obligations now or hereafter existing of the Company or any of
                  its Subsidiaries in connection with any deposit account,
                  investment account or cash management service (including ACH,
                  Fedwire, CHIPS, concentration and zero balance accounts, and
                  controlled disbursement, lockbox or restricted accounts) now
                  or hereafter provided by any


                                       73
<PAGE>

                  financial and/or depository institutions to or for the benefit
                  of the Company, any of its Subsidiaries or any special purpose
                  entity directly or indirectly providing loans to or making
                  receivables purchases from the Company or any of its
                  Subsidiaries.

            "Shelf Registration Statement" has the meaning set forth in the
      Registration Rights Agreement.

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

            "S&P" means Standard & Poor's Rating Group, Inc., or any successor
      to the rating agency business thereof.

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

            "Subsidiary" means, with respect to any specified Person:

            (1)   any corporation, association or other business entity of which
                  more than 50% of the total voting power of shares of Capital
                  Stock entitled (without regard to the occurrence of any
                  contingency) to vote in the election of directors, managers or
                  trustees of the corporation, association or other business
                  entity is at the time owned or controlled, directly or
                  indirectly, by that Person or one or more of the other
                  Subsidiaries of that Person (or a combination thereof); and

            (2)   any partnership (a) the sole general partner or the managing
                  general partner of which is such Person or a Subsidiary of
                  such Person or (b) the only general partners of which are that
                  Person or one or more Subsidiaries of that Person (or any
                  combination thereof).

            "Subsidiary Guarantee" means any Guarantee of the Series H Notes to
      be executed by any Subsidiary of the Company pursuant to Section 1(u)(ix)
      of this Officer's Certificate (under the heading "Future Subsidiary
      Guarantees").

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

            "Triggering Event" has the meaning assigned to it in Section 1(h) of
      this Officer's Certificate.


                                       74
<PAGE>

            "Trust Preferred Vehicle" means any statutory business trust, the
      only assets of which are subordinated Indebtedness of the Company.

            "Unrestricted Definitive Note" means one or more Definitive Notes
      that do not bear and are not required to bear the Private Placement
      Legend.

            "Unrestricted Global Note" means a permanent Global Note in the form
      of Exhibit A attached hereto that bears the Global Note Legend and that
      has the "Schedule of Exchanges of Interests in the Global Note" attached
      thereto, and that is deposited with or on behalf of and registered in the
      name of the Depositary, representing a series of Notes that do not bear
      the Private Placement Legend.

            "Unrestricted Subsidiary" means any Subsidiary of the Company that
      is designated by the Board of Directors as an Unrestricted Subsidiary
      pursuant to a Board Resolution, but only to the extent that such
      Subsidiary:

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

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

            (3)   is a Person with respect to which neither the Company nor any
                  of its Restricted Subsidiaries has any direct or indirect
                  obligation (a) to subscribe for additional Equity Interests or
                  (b) to maintain or preserve such Person's financial condition
                  or to cause such Person to achieve any specified levels of
                  operating results;

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

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

            Any designation of a Subsidiary of the Company as an Unrestricted
      Subsidiary shall be evidenced to the Trustee by filing with the Trustee a
      certified copy of the Board Resolution giving effect to such designation
      and an Officer's Certificate certifying that such designation complied
      with the preceding conditions and was permitted by Section 1(u)(i) of this
      Officer's Certificate (under the heading "Certain Covenants and
      Definitions--Restricted Payments"). If, at any time, any Unrestricted
      Subsidiary would


                                       75
<PAGE>

      fail to meet the preceding requirements as an Unrestricted Subsidiary, it
      shall thereafter cease to be an Unrestricted Subsidiary for purposes of
      the Indenture and any Indebtedness of such Subsidiary shall be deemed to
      be incurred by a Restricted Subsidiary of the Company as of such date and,
      if such Indebtedness is not permitted to be incurred as of such date under
      Section 1(u)(ii) of this Officer's Certificate (under the heading "Certain
      Covenants and Definitions--Incurrence of Indebtedness and Issuance of
      Preferred Stock"), the Company shall be in default of such covenant.

            "U.S." means the United States of America.

            "U.S. Person" means a U.S. person as defined in Rule 902(o) under
      the Securities Act.

            "Voting Stock" of any Person as of any date means the Capital Stock
      of such Person that is at the time entitled to vote in the election of the
      Board of such Person.

            "Weighted Average Life to Maturity" means, when applied to any
      Indebtedness at any date, the number of years obtained by dividing:

            (1)   the sum of the products obtained by multiplying (a) the amount
                  of each then remaining installment, sinking fund, serial
                  maturity or other required payments of principal, including
                  payment at final maturity, in respect of the Indebtedness, by
                  (b) the number of years (calculated to the nearest
                  one-twelfth) that shall elapse between such date and the
                  making of such payment; by

            (2)   the then outstanding principal amount of such Indebtedness.

      (v) The Series H Notes shall have such other terms and provisions as are
      provided in the form thereof attached hereto as Exhibit A, and shall be
      issued in substantially such form.


                                       76
<PAGE>

      2. The undersigned has read all of the covenants and conditions contained
in the Indenture, and the definitions in the Indenture relating thereto,
relating to the issuance of the Series H Notes and in respect of compliance with
which this certificate is made.

      The statements contained in this certificate are based upon the
familiarity of the undersigned with the Indenture, the documents accompanying
this certificate, and upon discussions by the undersigned with officers and
employees of the Company familiar with the matters set forth herein.

      In the opinion of the undersigned, he has made such examination or
investigation as is necessary to enable him to express an informed opinion as to
whether or not such covenants and conditions have been complied with.

      In the opinion of the undersigned, such conditions and covenants have been
complied with.


                                       77
<PAGE>

      IN WITNESS WHEREOF, the undersigned has executed this Officer's
Certificate as of the date first written above.


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

Acknowledged and Received on
April ___, 2004

THE BANK OF NEW YORK,
as Trustee


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

<PAGE>

                                    EXHIBIT A

                             FORM OF SERIES H 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]

                          SIERRA PACIFIC POWER COMPANY
         6 1/4% General and Refunding Mortgage Notes, Series H, due 2012

<TABLE>
<S>                                  <C>                          <C>
Original Interest Accrual Date:      April 16, 2004               Redeemable: Yes |X| No | |
Stated Maturity:                     April 15, 2012               Redemption Date: See Below
Interest Rate:                       6 1/4%                       Redemption Price: See Below
Interest Payment Dates:              April 15 and October 15
Record Dates:                        April 1 and October 1
</TABLE>

                     The Security is not a Discount Security
              within the meaning of the within-mentioned Indenture.

                                   ----------

                                                           CUSIP No. 826418 BA 2

         6 1/4% General and Refunding Mortgage Notes, Series H, due 2012

No. R-1                                                             $100,000,000

      Sierra Pacific Power Company, a Nevada corporation, promises to pay to
Cede & Co. or registered assigns, the principal sum of $100,000,000 Dollars on
April 15, 2012.

      1. Interest. Sierra Pacific Company, a Nevada corporation (the "Company"),
promises to pay interest on the principal amount of this Series H Note at 6 1/4%
per annum, from April 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 April 15 and October 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 H 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 H
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 H Notes, in which case


                                      A-1
<PAGE>

interest shall accrue from the Original Interest Accrual Date specified above;
provided, further, that the first Interest Payment Date shall be October 15,
2004. 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 H 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 H Notes
(except Defaulted Interest) and Liquidated Damages to the Persons who are
registered Holders of Series H Notes at the close of business on the April 1 and
October 1 next preceding the Interest Payment Date, even if such Series H 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 H 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 H 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 H 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 H Notes. The Company or any of its Subsidiaries
may act in any such capacity.

      4. Indenture; Security. This Series H 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 H 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 H Note is one of the series


                                      A-2
<PAGE>

designated above. The terms of the Series H Notes include those stated in the
Indenture, the Officer's Certificate dated April 16, 2004 (the "Officer's
Certificate") and those made part of the Indenture by reference to the Trust
Indenture Act. The Series H Notes are subject to all such terms, and Holders of
Series H Notes are referred to the Indenture and such Act for a statement of
such terms. To the extent any provision of this Series H 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 H Notes are general obligations of the Company initially limited to
$100,000,000 aggregate principal amount in the case of Series H Notes issued on
the Issue Date.

      All Outstanding Securities, including the Series H 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
December 1, 1940 between the Company and U.S. Bank National Association and
Gerald R. Wheeler, as successor trustees.

      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 H Notes being redeemed and (2) the sum of the present
values of the remaining scheduled payments of principal and interest on the
Series H 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 H 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 H 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.


                                      A-3
<PAGE>

            "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 April 15, 2007, the Company may on any one or more occasions
redeem up to 35% of the aggregate principal amount of Series H Notes at a
Redemption Price of 106.25% 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 H Notes remain
outstanding immediately after each occurrence of such redemption excluding
Series H 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 H Notes are to be redeemed at its registered address.
Series H 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 H 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 H 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 H Notes, the
Company shall not be required to make mandatory redemption or sinking fund
payments with respect to the Series H Notes.


                                      A-4
<PAGE>

            (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 H Notes immediately, at a Redemption Price equal to 100% of the aggregate
principal amount of the Series H Notes plus accrued and unpaid interest and
Liquidated Damages, if any, on the Series H Notes to the date of redemption,
without further action or notice on the part of the Trustee or the Holders of
the Series H Notes:

            (1)   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

            (2)   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;


                                      A-5
<PAGE>

                  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 H Notes; (b) failure to
pay when due the principal of, or premium, if any, on the Series H 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 H 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 Issue
Date, if that default (i) is caused by a failure to pay principal of, or
interest or premium, if any, on such Indebtedness prior to the expiration of the
grace period provided in such Indebtedness on the date of such default (a
"Payment Default") or (ii) results in the acceleration of such Indebtedness
prior to its express maturity, and, in each case, the principal amount of any
such Indebtedness, together with the principal amount of any 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 H Notes then Outstanding may deliver a notice to the Company requiring
the Company to redeem the Series H Notes immediately at a Redemption Price equal
to 100% of the aggregate principal amount of the Series H Notes plus accrued and
unpaid interest and Liquidated Damages, if any, on the Series H Notes to the
Redemption Date. The Holders of a majority in aggregate principal amount of the
Series H Notes then Outstanding by notice to the Company and the Trustee may on
behalf of the Holders of all of the Series H 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 H
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 H Notes pursuant to the provisions
of Section 1(g)(i) or, prior to April 15, 2007, Section 1(g)(ii) of the
Officer's Certificate relating to redemption at the option of


                                      A-6
<PAGE>

the Company, an equivalent premium equal to the premium payable under Section
1(g)(i) or, prior to April 15, 2007, Section 1(g)(ii), whichever is greater,
shall also become and be immediately due and payable to the extent permitted by
law upon the redemption of the Series H Notes at the option of the Holders
thereof.

      9. Denominations, Transfer, Exchange. The Series H Notes are in registered
form without coupons in denominations of $1,000 and integral multiples of
$1,000. The transfer of Series H Notes may be registered and Series H 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 H Notes, among
other things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder of Series H 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 H Note or portion of a Series H Note
selected for redemption, except for the unredeemed portion of any Series H Note
being redeemed in part. Also, the Company need not exchange or register the
transfer of any Series H Notes for a period of 15 days before a selection of
Series H 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 H 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 H
Note shall be conclusive and binding upon such Holder and upon all future
Holders of this Series H Note and of any Series H 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 H
Note.


                                      A-7
<PAGE>

      12. Events of Default. If an Event of Default shall occur and be
continuing, the principal of this Series H 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 H 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 H Note is registrable in the
Security Register, upon surrender of this Series H 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 H 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 H 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 H Note is registered as
the absolute owner hereof for all purposes, whether or not this Series H Note be
overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.


                                      A-8
<PAGE>

      16. Governing Law. THE SERIES H 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 H 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 H 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 H
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 April 16, 2004 between Sierra Pacific 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 H Notes and the Trustee may use CUSIP
numbers in notices of redemption as a convenience to Holders of Series H Notes.
No representation is made as to the accuracy of such numbers either as printed
on the Series H 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 H Notes upon written
request and without charge a copy of the Indenture and/or the Registration
Rights Agreement. Requests may be made to:

                          Sierra Pacific Power Company
                                 6100 Neil Road
                                 P.O. Box 10100
                             Reno, Nevada 89520-0400
                       Attention: Chief Financial Officer


                                      A-9
<PAGE>

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

                                              SIERRA PACIFIC 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: April ___, 2004

                                              THE BANK OF NEW YORK, as Trustee


                                              By: ____________________________
                                                  Authorized Signatory


                                      A-10
<PAGE>

            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:

<TABLE>
<CAPTION>
                                                                 PRINCIPAL AMOUNT OF
                                                                  THIS GLOBAL NOTE         SIGNATURE OF
                   AMOUNT OF DECREASE     AMOUNT OF INCREASE       FOLLOWING SUCH      AUTHORIZED SIGNATORY
   DATE OF         IN PRINCIPAL AMOUNT    IN PRINCIPAL AMOUNT       DECREASE (OR        OF TRUSTEE OR NOTE
  EXCHANGE         OF THIS GLOBAL NOTE    OF THIS GLOBAL NOTE         INCREASE)              CUSTODIAN
  --------         -------------------    -------------------    --------------------  --------------------
<S>                <C>                    <C>                    <C>                   <C>
</TABLE>

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


                                      A-11
<PAGE>

                                 ASSIGNMENT FORM

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


                                      A-12
<PAGE>

                        accordance with the Securities Exchange Act of 1934, as
                        amended.


                                      A-13
<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

      If you want to elect to have this Series H 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:

      | |  Section 1(h)(iii) (Offer to   | |  Section 1(h)(iv) (Offer to
           Purchase upon Change of            Purchase Upon Application of
           Control)                           Excess Proceeds)

      If you want to elect to have only part of the Series H 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 H 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.


                                      A-14
<PAGE>

                                    EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

Sierra Pacific Power Company
6100 Neil Road
P.O. Box 10100
Reno, Nevada 89520-0400
Attention: Treasurer

The Bank of New York
101 Barclay Street, Floor 8W
New York, New York 10286
Attention: Corporate Trust Administration

      Re:   Sierra Pacific Power Company 6 1/4% General and Refunding Mortgage
            Notes, Series H, due 2012

      Reference is hereby made to the General and Refunding Mortgage Indenture,
dated as of May 1, 2001, as amended or supplemented (the "Indenture"), between
Sierra Pacific Power Company, as issuer (the "Company") and The Bank of New
York, as trustee and the Officer's Certificate dated April 16, 2004 governing
the Note[s] (the "Officer's Certificate"). Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture and the
Officer's Certificate.

      ____________________, (the "Transferor") owns and proposes to transfer the
Note[s] or interest in such in such Note[s] specified in Annex A hereto, in the
principal amount of $__________ in such Note[s] or interests (the "Transfer"),
to ____________________ (the "Transferee"), as further specified in Annex A
hereto. In connection with the Transfer, the Transferor hereby certifies that:

                             [CHECK ALL THAT APPLY]

      1. | | CHECK IF TRANSFEREE SHALL TAKE DELIVERY OF A BENEFICIAL INTEREST IN
THE 144A GLOBAL NOTE OR A RESTRICTED DEFINITIVE NOTE PURSUANT TO RULE 144A. The
Transfer is being effected pursuant to and in accordance with Rule 144A under
the United States Securities Act of 1933, as amended (the "Securities Act"),
and, accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believed and believes is purchasing the beneficial interest or
Definitive Note for its own account, or for one or more accounts with respect to
which such Person exercises sole investment discretion, and such Person and each
such account is a "qualified institutional buyer" within the meaning of Rule
144A in a transaction meeting the requirements of Rule 144A and such Transfer is
in compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note
shall be subject to the restrictions


                                       B-1
<PAGE>

on transfer enumerated in the Private Placement Legend printed on the 144A
Global Note and/or the Definitive Note and in the Officer's Certificate and the
Securities Act.

      2. | | CHECK IF TRANSFEREE SHALL TAKE DELIVERY OF A BENEFICIAL INTEREST IN
THE REGULATION S GLOBAL NOTE OR A RESTRICTED DEFINITIVE NOTE PURSUANT TO
REGULATION S. The Transfer is being effected pursuant to and in accordance with
Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor
hereby further certifies that (i) the Transfer is not being made to a person in
the United States and (x) at the time the buy order was originated, the
Transferee was outside the United States or such Transferor and any Person
acting on its behalf reasonably believed and believes that the Transferee was
outside the United States or (y) the transaction was executed in, on or through
the facilities of a designated offshore securities market and neither such
Transferor nor any Person acting on its behalf knows that the transaction was
prearranged with a buyer in the United States, (ii) no directed selling efforts
have been made in contravention of the requirements of Rule 903(b) or Rule
904(b) of Regulation S under the Securities Act and (iii) the transaction is not
part of a plan or scheme to evade the registration requirements of the
Securities Act and (iv) if the proposed transfer is being made prior to the
expiration of the Restricted Period, the transfer is not being made to a U.S.
Person or for the account or benefit of a U.S. Person (other than an Initial
Purchaser). Upon consummation of the proposed transfer in accordance with the
terms of the Indenture and the Officer's Certificate, the transferred beneficial
interest or Definitive Note shall be subject to the restrictions on Transfer
enumerated in the Private Placement Legend printed on the Regulation S Global
Note and/or the Definitive Note and in the Officer's Certificate and the
Securities Act.

      3. | | CHECK AND COMPLETE IF TRANSFEREE SHALL TAKE DELIVERY OF A
DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE
144A OR REGULATION S. The Transfer is being effected in compliance with the
transfer restrictions applicable to beneficial interests in Restricted Global
Notes and Restricted Definitive Notes and pursuant to and in accordance with the
Securities Act and any applicable blue sky securities laws of any state of the
United States, and accordingly the Transferor hereby further certifies that
(check one):

            (a) | | such Transfer is being effected pursuant to and in
accordance with Rule 144 under the Securities Act;

                                       or

            (b) | | such Transfer is being effected to the Company or a
subsidiary thereof;

                                       or

            (c) | | such Transfer is being effected pursuant to an effective
registration statement under the Securities Act and in compliance with the
prospectus delivery requirements of the Securities Act; or


                                       B-2
<PAGE>

            (d) | | such Transfer is being effected to an accredited investor
within the meaning of Rule (501)(a)(1), (2), (3) or (7) under the Securities Act
("Institutional Accredited Investor") or pursuant to another exemption from the
registration requirements of the Securities Act other than Rule 144A, Rule 144
or Rule 904, and the Transferor hereby certifies that the Transfer complies with
the transfer restrictions applicable to beneficial interests in a Restricted
Global Note or Restricted Definitive Notes and the requirements of the exemption
claimed, which certification is supported by (1) if the Transfer is to an
Institutional Accredited Investor, a certificate executed by the Transferee in
the form of Exhibit D to the Officer's Certificate and (2) an Opinion of Counsel
provided by the Transferor or the Transferee (a copy of which the Transferor has
attached to this certificate) to the effect that such Transfer is in compliance
with the Securities Act. Upon consummation of the proposed transfer in
accordance with the terms of the Indenture and the Officer's Certificate, the
transferred beneficial interest or Definitive Note shall be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the Global Note and/or the Definitive Notes and in the Officer's Certificate and
the Securities Act.

      4. | | CHECK IF TRANSFEREE SHALL TAKE DELIVERY OF A BENEFICIAL INTEREST IN
AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

            (a) | | CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer
is being effected pursuant to and in accordance with Rule 144 under the
Securities Act and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any state of the United
States and (ii) the restrictions on transfer contained in the Indenture, the
Officer's Certificate and the Private Placement Legend are not required in order
to maintain compliance with the Securities Act. Upon consummation of the
proposed Transfer in accordance with the terms of the Indenture and the
Officer's Certificate, the transferred beneficial interest or Definitive Note
shall no longer be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the Restricted Global Notes, on Restricted
Definitive Notes and in the Officer's Certificate.

            (b) | | CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The
transfer is being effected pursuant to and in accordance with Rule 903 or Rule
904 under the Securities Act and in compliance with the transfer restrictions
contained in the Indenture and the Officer's Certificate and any applicable blue
sky securities laws of any state of the United States and (ii) the restrictions
on transfer contained in the Indenture and the Officer's Certificate and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture and the Officer's Certificate, the transferred
beneficial interest or Definitive Note shall no longer be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the Restricted Global Notes, on Restricted Definitive Notes and in the Officer's
Certificate.


                                      B-3
<PAGE>

            (c) | | CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The
Transfer is being effected pursuant to and in compliance with an exemption from
the registration requirements of the Securities Act other than Rule 144, Rule
903 or Rule 904 and in compliance with the transfer restrictions contained in
the Indenture and the Officer's Certificate and any applicable blue sky
securities laws of any State of the United States and (ii) the restrictions on
transfer contained in the Indenture and the Officer's Certificate and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture and the Officer's Certificate, the transferred
beneficial interest or Definitive Note shall not be subject to the restrictions
on transfer enumerated in the Private Placement Legend printed on the Restricted
Global Notes or Restricted Definitive Notes and in the Officer's Certificate.

      This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

___________________________________
[Insert Name of Transferor]


By:________________________________
     Name:
     Title:

Dated:_____________________________


                                      B-4
<PAGE>

                       ANNEX A TO CERTIFICATE OF TRANSFER

1.    The Transferor owns and proposes to transfer the following:

                            [CHECK ONE OF (A) OR (B)]

      (a)   | | a beneficial interest in the:

            (ii)  | | 144A Global Note (CUSIP ___________), or

            (ii)  | | Regulation S Global Note (CUSIP ___________); or

      (b)   | | a Restricted Definitive Note.

2.    After the Transfer the Transferee shall hold:

                                   [CHECK ONE]

      (a)   | | a beneficial interest in the:

            (i)   | | 144A Global Note (CUSIP ___________), or

            (ii)  | | Regulation S Global Note (CUSIP ___________), or

            (iii) | | Unrestricted Global Note (CUSIP ___________); or

      (b)   | | a Restricted Definitive Note.

      (c)   | | an Unrestricted Definitive Note,

in accordance with the terms of the Indenture and the Officer's Certificate.


                                      B-5
<PAGE>

                                    EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

Sierra Pacific Power Company
6100 Neil Road
P.O. Box 10100
Reno, Nevada 89520-0400
Attention: Treasurer

The Bank of New York
101 Barclay Street, Floor 8W
New York, New York 10286
Attention: Corporate Trust Administration

      Re:   Sierra Pacific Power Company 6 1/4% General and Refunding Mortgage
            Notes, Series H, due 2012

                              (CUSIP ____________)

      Reference is hereby made to the General and Refunding Mortgage Indenture,
dated as of May 1, 2001, as amended or supplemented (the "Indenture"), between
Sierra Pacific Power Company, as issuer (the "Company") and The Bank of New
York, as trustee, and the Officer's Certificate dated April 16, 2004 governing
the Note[s] (the "Officer's Certificate"). Capitalized terms used but not
defined herein shall have the meanings given to them in the Indenture and the
Officer's Certificate.

      ____________________ (the "Owner") owns and proposes to exchange the
Note[s] or interest in such Note[s] specified herein, in the principal amount of
$______________ in such Note[s] or interests (the "Exchange"). In connection
with the Exchange, the Owner hereby certifies that:

      1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A
RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN AN UNRESTRICTED GLOBAL NOTE

            (a) | | CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In
connection with the Exchange of the Owner's beneficial interest in a Restricted
Global Note for a beneficial interest in an Unrestricted Global Note in an equal
principal amount, the Owner hereby certifies (i) the beneficial interest is
being acquired for the Owner's own account without transfer, (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to the
Global


                                      C-1
<PAGE>

Notes and pursuant to and in accordance with the United States Securities Act of
1933, as amended (the "Securities Act"), (iii) the restrictions on transfer
contained in the Indenture, the Officer's Certificate and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act
and (iv) the beneficial interest in an Unrestricted Global Note is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

            (b) | | CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Note for an
Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note
is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture, the Officer's Certificate and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Definitive Note is being acquired in compliance with any applicable blue sky
securities laws of any state of the United States.

            (c) | | CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the
Owner's Exchange of a Restricted Definitive Note for a beneficiary interest in
an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial
interest is being acquired for the Owner's own account without transfer, (ii)
such Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture, the Officer's Certificate and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
beneficial interest is being acquired in compliance with any applicable blue sky
securities laws of any state of the United States.

            (d) | | CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture, the Officer's Certificate and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act and (iv) the Unrestricted Definitive Note is being acquired in
compliance with any applicable blue sky securities laws of any state of the
United States.


                                      C-2
<PAGE>

      2. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN
RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN RESTRICTED GLOBAL NOTES

            (a) | | CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Note for a
Restricted Definitive Note with an equal principal amount, the Owner hereby
certifies that the Restricted Definitive Note is being acquired for the Owner's
own account without transfer. Upon consummation of the proposed Exchange in
accordance with the terms of the Indenture and the Officer's Certificate, the
Restricted Definitive Note issued shall continue to be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the Restricted Definitive Note and in the Officer's Certificate and the
Securities Act.

            (b) | | CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange
of the Owner's Restricted Definitive Note for a beneficial interest in the

                                   [CHECK ONE]

| |  144A Global Note                              | |  Regulation S Global Note

with an equal principal amount, the Owner hereby certifies (i) the beneficial
interest is being acquired for the Owner's own account without transfer and (ii)
such Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance with
the Securities Act, and in compliance with any applicable blue sky securities
laws of any state of the United States. Upon consummation of the proposed
Exchange in accordance with the terms of the Indenture and the Officer's
Certificate, the beneficial interest issued shall be subject to the restrictions
on transfer enumerated in the Private Placement Legend printed on the relevant
Restricted Global Note and in the Officer's Certificate and the Securities Act.

      This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.


                                                [Insert Name of Owner]


                                                By:_____________________________
                                                   Name:
                                                   Title:


                                      C-3
<PAGE>

Dated:__________________________


                                      C-4
<PAGE>

                                    EXHIBIT D

       FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Sierra Pacific Power Company
6100 Neil Road
P.O. Box 10100
Reno, Nevada 89520-0400
Attention: Treasurer

The Bank of New York
101 Barclay Street, Floor 8W
New York, New York 10286
Attention: Corporate Trust Administration

      Re:   Sierra Pacific Power Company 6 1/4% General and Refunding Mortgage
            Notes, Series H, due 2012

      Reference is hereby made to the General and Refunding Mortgage Indenture,
dated as of May 1, 2001, as amended or supplemented (the "Indenture"), among
Sierra Pacific Power Company, as issuer (the "Company") and The Bank of New
York, as trustee, and the Officer's Certificate dated April 16, 2004 governing
the Notes (the "Officer's Certificate"). Capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture and the Officer's
Certificate.

      In connection with our proposed purchase of $______________ aggregate
principal amount of:

      (a) | | a beneficial interest in a Global Note, or

      (b) | | a Definitive Note,

      we confirm that:

1.    we are an "accredited investor" within the meaning of Rule 501(a)(1), (2),
      (3) or (7) under the Securities Act of 1933, as amended (the "Securities
      Act"), or an entity in which all of the equity owners are accredited
      investors within the meaning of Rule (501)(a)(1), (2), (3) or (7) under
      the Securities Act (an "institutional accredited investor");

2.    (i)(A) any purchase of the Notes by us shall be for our own account or for
      the account of one or more other institutional accredited investors or as
      fiduciary for the account of one or more trusts, each of which is an
      "accredited investor" within the meaning of Rule 501(a)(7) under the
      Securities Act and for each of which we exercise sole investment
      discretion or (B) we are a "bank," within the meaning of Section 3(a)(2)
      of the Securities


                                      D-1
<PAGE>

      Act, or a "savings and loan association" or other institution described in
      Section 3(a)(5)(A) of the Securities Act that is acquiring Notes as
      fiduciary for the account of one or more institutions for which we
      exercise sole investment discretion;

3.    in the event that we purchase any Notes, we shall acquire Notes having a
      minimum purchase price of not less than $250,000 for our own account and
      for each separate account for which we are acting;

4.    we have such knowledge and experience in financial and business matters
      that we are capable of evaluating the merits and risks of purchasing
      Notes;

5.    we are not acquiring the Notes with a view to any distribution thereof in
      a transaction that would violate the Securities Act or the securities laws
      of any State of the United States or any other applicable jurisdictions,
      provided that the disposition of our property and the property of any
      accounts for which we are acting as fiduciary shall remain at all times
      within our control;

6.    we have received a copy of the Offering Memorandum relating to the
      offering of the Notes and acknowledge that we have had access to such
      financial and other information, and have been afforded the opportunity to
      ask such questions of representatives of the Company and receive answers
      thereto, as we deem necessary in connection with our decision to purchase
      the Notes; and

7.    (vii)(a) we are not an employee benefit plan or other arrangement that is
      subject to the Employee Retirement Income Security Act of 1974, as
      amended, or Section 4975 of the Internal Revenue Code of 1986, as amended,
      or an entity whose underlying assets include assets of such a plan or
      arrangement (pursuant to 29 C.F.R. Section 2510.3-101 or otherwise), and
      we are not purchasing (and shall not hold) the Notes on behalf of, or with
      the assets of, any such plan, arrangement or entity; or (b) our purchase
      and holding of the Notes are completely covered by the full exemptive
      relief provided by U.S. Department of Labor Prohibited Transaction Class
      Exemption 96-23, 95-60, 91-38, 90-1 or 84-14.

            We understand that the Notes were offered in a transaction not
involving any public offering in the United States within the meaning of the
Securities Act and that the Notes have not been registered under the Securities
Act or any state securities laws, and they were offered for resale in
transactions not requiring registration under the Securities Act. We agree on
our own behalf and on behalf of any investor account for which we are purchasing
the Notes, and each subsequent holder of the Notes by its acceptance of the
Notes will agree, to offer, sell or otherwise transfer such notes prior to (x)
the date which is two years (or such shorter period of time as permitted by Rule
144(k) under the Securities Act or any successor provision thereunder) after the
later of the date of the original issue of the Notes and the last date on which
the Company or any of its affiliates were the owner of such Notes (or any
predecessor thereto) or (y) such later date, if any, as may be required by
applicable law (the "Resale Restriction Termination Date") only: (1) to the
Company; (2) pursuant to a registration statement which has been declared
effective under the Securities Act; (3) for so long as the Notes are eligible
for resale


                                      D-2
<PAGE>

pursuant to Rule 144A, to a person it reasonably believes is a "qualified
institutional buyer" (as defined in Rule 144A under the Securities Act) that
purchases for its own account or for the account of a qualified institutional
buyer to whom notice is given that the transfer is being made in reliance on
Rule 144A; (4) pursuant to offers and sales to non-U.S. persons that occur
outside the United States within the meaning of Regulation S under the
Securities Act; or (5) pursuant to any other available exemption from the
registration requirements of the Securities Act, subject in each of the
foregoing cases to any requirements of law that the disposition of its property
or the property of such investor account or accounts be at all times within its
or their control and in compliance with any applicable state securities laws.
Subject to the procedures set forth under Section 1(q)(v) of the Officer's
Certificate, prior to any proposed transfer of the Notes (otherwise than
pursuant to an effective registration statement) within the period referred to
in Rule 144(k) under the Securities Act with respect to such transfer, the
Holder of the Notes must check the appropriate box set forth on the reverse of
its Notes relating to the manner of such transfer and submit the Notes to the
trustee. The foregoing restrictions on resale will not apply subsequent to the
Resale Restriction Termination Date. We acknowledge that the Company, the
trustee and the transfer agent and security registrar reserve the right prior to
any offer, sale or other transfer pursuant this paragraph, prior to the end of
the restrictive periods described in clauses (x) and (y) above, to require the
delivery of an opinion of counsel, certifications and/or other information
satisfactory to the Company, the trustee and the security registrar. We further
understand that any Notes we receive shall be in the form of definitive physical
certificates and that such certificates shall bear a legend reflecting the
substance of this paragraph.

            THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK.

            We acknowledge that you and the Company shall rely upon the truth
and accuracy of our acknowledgments, confirmations and agreements in this
letter. Further, we acknowledge and agree that you and the Company are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or, official inquiry with
respect to the matters covered hereby.

                                           [Insert Name of Accredited Investor]


                                           By:___________________________
                                              Name:
                                              Title:

Dated:_________________________


                                      D-3