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EXHIBIT 4.1

                              NEVADA POWER COMPANY

                              OFFICER'S CERTIFICATE

                                  April 7, 2004

      I, the undersigned officer of Nevada 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 4.03(b)(i) of the
General and Refunding Mortgage Indenture dated as of May 1, 2001, as heretofore
amended and supplemented to the date hereof (as heretofore amended and
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 ninth series to be issued under the Indenture
      shall be designated "6 1/2% General and Refunding Mortgage Notes, Series
      I, due 2012" (the "Series I Notes").

      (b) There shall be no limit upon the aggregate principal amount of the
      Series I Notes that may be authenticated and delivered under the
      Indenture. The Series I Notes shall be initially authenticated and
      delivered in the aggregate principal amount of $130,000,000.

      (c) Interest on the Series I 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 I 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 I Notes shall bear interest as provided in the form of such
      Securities attached hereto as Exhibit A.

      (f) If a Holder of Series I 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 Company shall pay all principal,
      interest and premium and Liquidated Damages (as such

NPC Officer's Certificate (Terms of Note)

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      term is defined herein), if any, on that Holder's Series I 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 I 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 I Notes may be effected, (iii) exchanges of the
      Series I Notes may be effected and (iv) notices and demands to or upon the
      Company in respect of the Series I Notes and the Indenture may be served;
      and The Bank of New York shall be the Security Registrar for the Series I
      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
      Las Vegas, 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 I Notes.

      (g)   Optional Redemption.

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


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            "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 I Notes
      at a Redemption Price of 106.5% 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 I Notes remains outstanding immediately after the
      occurrence of such redemption (excluding Series I 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 I 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 I Notes or a satisfaction and discharge of
      the Series I Notes under the Indenture. Notices of redemption may not be
      conditional.

            (iv) Selection of Series I Notes to be Redeemed. In accordance with
      Section 5.03 of the Indenture, the following method is provided for the
      selection of Series I Notes to be redeemed and these procedures shall be
      followed by the Security Registrar in the event of a redemption of the
      Series I Notes pursuant to the provisions of this Officer's Certificate.
      If less than all of the Series I Notes are to be redeemed at any time, the
      Security Registrar shall select Series I Notes for redemption as follows:


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

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

            (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


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                        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 I Notes;

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


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            (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 original issue date of the
                  Series I Notes, if that default:

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

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

                  and, in each case, the principal amount of any such
                  Indebtedness, together with the principal amount of any other
                  such Indebtedness under which there has been a Payment Default
                  or the maturity of which has been so accelerated, aggregates
                  $15.0 million or more;

            (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 I Notes of at least 25% in principal amount of the
      Series I Notes then Outstanding may deliver a notice to the Company
      requiring the Company to redeem the Series I Notes immediately at a
      Redemption Price equal to 100% of the aggregate principal amount of the
      Series I Notes plus accrued and unpaid interest and Liquidated Damages, if
      any, on the Series I Notes to the Redemption Date.

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


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            (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 I
      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 I 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 I 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 I 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 I Notes repurchased plus accrued and
      unpaid interest and Liquidated Damages, if any, on the Series I 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 I 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 I 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");

            (3)   that any Series I 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 I 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 I Notes electing to have any Series I
                  Notes purchased pursuant to a Change of Control Offer shall be
                  required to


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                  surrender the Series I Notes properly endorsed, with the form
                  entitled "Option of Holder to Elect Purchase" on the reverse
                  of the Series I 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 I 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 I Notes delivered for purchase,
                  and a statement that such Holder of Series I Notes is
                  withdrawing its election to have the Series I Notes purchased;
                  and

            (7)   that Holders of Series I Notes whose Series I Notes are being
                  purchased only in part shall be issued new Series I Notes
                  equal in principal amount to the unpurchased portion of the
                  Series I 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 I 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 I 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 I Notes or
      portions thereof so tendered and (3) deliver or cause to be delivered to
      the Trustee the Series I Notes so accepted together with an Officer's
      Certificate stating the aggregate principal amount of Series I Notes or
      portions thereof being purchased by the Company. The Paying Agent shall
      promptly mail to each Holder of Series I Notes so tendered the Change of
      Control Payment for such Series I Notes, and the Trustee shall promptly
      authenticate and make available for delivery to each Holder of Series I
      Notes a new Series I Note equal in principal amount to any unpurchased
      portion of the Series I Notes surrendered, if any; provided that each such
      new Series I Note shall be in a principal amount of $1,000 or an integral
      multiple thereof. Any Series I 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.


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            (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 I 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 I Notes, and all holders of other Indebtedness that is
      equally-ranked with the Series I 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 I 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 I Notes and other equally-ranked Indebtedness tendered
      into such Asset Sale Offer exceeds the amount of Excess Proceeds, the
      Trustee shall select the Series I 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 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 I 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 I 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 I
      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;


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

            (3)   that any Series I 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 I 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 I Notes electing to have a Series I
                  Note purchased pursuant to any Asset Sale Offer shall be
                  required to surrender the Series I Note, with the form
                  entitled "Option of Holder to Elect Purchase" on the reverse
                  of the Series I 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 I 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 I Notes delivered for purchase, and a
                  statement that such Holder of Series I Notes is withdrawing
                  its election to have the Series I Notes purchased;

            (7)   that, if the aggregate principal amount of Series I Notes
                  surrendered by Holders of Series I Notes exceeds the Offer
                  Amount, the Trustee shall select the Series I Notes to be
                  purchased on a pro rata basis (with such adjustments as may be
                  deemed appropriate by the Trustee so that only Series I Notes
                  in denominations of $1,000, or integral multiples thereof,
                  shall be purchased); and

            (8)   that Holders of Series I Notes whose Series I Notes are being
                  purchased only in part shall be issued new Series I 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 I 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 I Notes or portions thereof tendered pursuant
      to the Asset Sale Offer, or if less than the Offer Amount has been
      tendered, all Series I Notes tendered, and shall deliver to the Trustee an
      officer's certificate stating that such Series I Notes or portions thereof
      were


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      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 I Notes an amount equal to the purchase price
      of the Series I Notes tendered by such Holder of Series I Notes and
      accepted by the Company for purchase, and the Company shall promptly issue
      a new Series I Note, and the Trustee, upon written request from the
      Company, shall authenticate and make available for delivery such new
      Series I Note to such Holder of Series I Notes, in a principal amount
      equal to any unpurchased portion of the Series I Note surrendered;
      provided that each such new Series I Note shall be in a principal amount
      of $1,000 or an integral multiple thereof. Any Series I 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 I 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 I
      Notes who tender Series I Notes pursuant to the Change of Control Offer or
      the Asset Sale Offer.

            (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 I 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.


                                       11
<PAGE>

      (n) Not applicable.

      (o) Not applicable.

      (p) Not applicable.

      (q) Book-entry; Delivery and Form.

            (i)   Form and Dating.

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

            The terms and provisions contained in the Series I 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 I
      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.

            Series I 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 I
      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 I Notes as shall be specified therein and each
      shall provide that it shall represent the aggregate principal amount of
      outstanding Series I Notes from time to time endorsed thereon and that the
      aggregate principal amount of outstanding Series I 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 I 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.


                                       12
<PAGE>

            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 I Notes for
      original issue on the Issue Date in the aggregate principal amount of
      $130,000,000 (the "Original Notes"), (B) additional Series I 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 I
      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 I Notes to be
      authenticated and the date of original issue thereof, (y) whether the
      Series I Notes are Initial Notes or Exchange Notes and (z) the amount of
      Series I Notes to be issued in global form or definitive form. The
      aggregate principal amount of Series I Notes outstanding at any time may
      not exceed $130,000,000 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 I 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 10.01(d) or 10.01(e) of the
      Indenture, the Trustee shall serve as Paying Agent for the Series I Notes.
      The Company shall maintain a Place of Payment for the Series I 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 I 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


                                       13
<PAGE>

                  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 I Notes
                  in certificated form; or

            (3)   there has occurred and is continuing a Default or Event of
                  Default with respect to the Series I 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 I 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 I Note other than as provided in this Section
            1(q)(v)(A), however, beneficial interests in a Global Note may be
            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


                                       14
<PAGE>

            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 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 I 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


                                       15
<PAGE>

                  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
                  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


                                       16
<PAGE>

      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
            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;


                                       17
<PAGE>

                        (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 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 I 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;


                                       18
<PAGE>

                        (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 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 I 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


                                       19
<PAGE>

            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 I 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 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 I 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


                                       20
<PAGE>

                  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.

                  (2) Restricted Definitive Notes to Beneficial Interests in
            Unrestricted Global Notes. A Holder of a Restricted Definitive Note
            may exchange such Series I 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 I 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 I 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.


                                       21
<PAGE>

            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 I Note for a beneficial interest in an
            Unrestricted Global 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


                                       22
<PAGE>

                        (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.

                  (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 I 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 I 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 I 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 I Notes to a


                                       23
<PAGE>

            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 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 I 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


                                       24
<PAGE>

      ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT IS A "QUALIFIED 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 I Notes issued in


                                       25
<PAGE>

                  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 I 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 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


                                       26
<PAGE>

      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 I 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 I Notes.

            Notwithstanding the definition of "Outstanding" in Section 1.01 of
      the Indenture, Series I 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 I Notes passes to the Company, such
      Subsidiary or such Affiliate, as the case may be.

      (r) Not applicable.

      (s) The Series I 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 I
      Notes; provided, however, that the Company may require payment of a sum
      sufficient to cover any tax or other governmental charge 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).


                                       27
<PAGE>

      (t) For purposes of the Series I 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 I 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

            (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


                                       28
<PAGE>

            (3)   such Restricted Payment, together with the aggregate amount of
                  all other Restricted Payments made by the Company and its
                  Restricted Subsidiaries after the original issue date of the
                  Series I Notes (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)(8)), 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 original issue date of the Series I Notes 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 original
                        issue date of the Series I Notes 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 original issue date of the Series I Notes
                        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 original issue date of the Series I Notes, the
                        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:


                                       29
<PAGE>

                  (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;

                  (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 $60.0 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


                                       30
<PAGE>

                        immediately preceding the date on which any such payment
                        is made was at least 1.75 to 1; and

                  (8)   other Restricted Payments in an aggregate amount since
                        the original issue date of the Series I Notes not to
                        exceed $25.0 million;

                   provided that, with respect to clauses (2), (3), (5), (7) and
                   (8) 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 I 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 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 I 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


                                       31
<PAGE>

            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 I Notes to be issued on the
                        original issue date of the Series I Notes (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 those
                        Series I 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


                                       32
<PAGE>

                        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 I
                              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 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 I Notes, then the Guarantee of that
                        Indebtedness shall be subordinated in right of payment
                        to the Series I 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


                                       33
<PAGE>

                        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 original issue date of the Series I
                        Notes;

                  (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 $125.0 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


                                       34
<PAGE>

                        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 2003 Resource Plan as approved 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 $40.0 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.

                  (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 I 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


                                       35
<PAGE>

                        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 I 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 I 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 I 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 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 original issue date of the Series I Notes
                        and other customary encumbrances and restrictions
                        existing on or after the original issue date of the
                        Series I Notes 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 original issue date of the Series I Notes; provided
                        that the application of such restrictions or
                        encumbrances to additional Restricted Subsidiaries not
                        subject thereto on the original issue date of the Series
                        I Notes shall not be deemed to make such restrictions
                        more restrictive;

                  (2)   the Indenture, this Officer's Certificate and the Series
                        I Notes and other customary encumbrances and
                        restrictions existing in indentures and notes


                                       36
<PAGE>

                        after the original issue date of the Series I Notes 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 I
                        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;

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


                                       37
<PAGE>

                  (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;

                  (2)   for any agreement to make an Asset Sale that is entered
                        into after the Series I 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.


                                       38
<PAGE>

                  (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 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


                                       39
<PAGE>

                        obligations of the Company under the Series I 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;

                  (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.


                                       40
<PAGE>

                  (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 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 I 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);


                                       41
<PAGE>

                  (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;

                  (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 I 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


                                       42
<PAGE>

            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 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 I 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 I Notes
                        substantially to the same extent as such Indebtedness is
                        subordinated to the Series I 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 I 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


                                       43
<PAGE>

                        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.

                  (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");


                                       44
<PAGE>

            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.

                  (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 I 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 I Notes unless such consideration is offered to be paid and
            is paid to all Holders of the Series I 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 I 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


                                       45
<PAGE>

            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.

                  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 I
            Notes remain outstanding, they shall furnish to the Holders of
            Series I 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 I Notes below the Investment Grade


                                       46
<PAGE>

            Ratings so that the Series I 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 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 I 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 I
            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 I 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 I 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 I Notes
            (and the consequences of any thereof) in connection

                                       47
<PAGE>

            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 I 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 I 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 I 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 I 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 opinion of an Independent public Accountant of
                              nationally recognized standing, selected by the
                              Company, to the effect that


                                       48
<PAGE>

                              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 I 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 I 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 I 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 I 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; or (b)
            (i) an instrument wherein the Company, notwithstanding the
            satisfaction and discharge of the Company's Indebtedness in respect
            of the Series I 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


                                       49
<PAGE>

            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 I 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 I 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 I Notes set
            forth in Section 1(g) hereof without the consent of each Holder of
            Series I 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.

                  "2003 Resource Plan" means the integrated resource plan filed
            with the Public Utilities Commission of Nevada by the Company and
            Sierra Pacific Power Company in July 2003.

                  "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 I Lien encumbering any
                        asset acquired by such specified Person.

                  "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


                                       50
<PAGE>

            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;

                  (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;


                                       51
<PAGE>

                  (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 "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;


                                       52
<PAGE>

                  (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 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;


                                       53
<PAGE>

                  (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.

                  "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


                                       54
<PAGE>

                  (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

                  (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;


                                       55
<PAGE>

                  (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 original
                        issue date of the Series I Notes; 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 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").


                                       56
<PAGE>

                  "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 I 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 I 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 I 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 I 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 I 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 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.


                                       57
<PAGE>

                  "Exchange Notes" means if and when issued, each series of the
            Series I 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 original issue date of the Series I
            Notes, until such amounts are repaid.

                  "First Mortgage Indenture" means the Indenture of Mortgage,
            dated as of October 1, 1953, between the Company and Deutsche Bank
            Trust Company Americas, as 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
                        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 I Lien on
                        assets of such Person or one of its Restricted
                        Subsidiaries, whether or not such Guarantee or Series I
                        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


                                       58
<PAGE>

                        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:

                  (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


                                       59
<PAGE>

                        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 original issue
            date of the Series I Notes.

                  "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 I 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
            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.


                                       60
<PAGE>

                  "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 Indebtedness
            of others secured by a Series I 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.


                                       61
<PAGE>

                  "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 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 I 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).


                                       62
<PAGE>

                  "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 I 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, 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
                        I 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 I 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.


                                       63
<PAGE>

                  "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).

                  "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 original issue date of the
            Series I Notes 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 original
            issue date of the Series I Notes, 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");


                                       64
<PAGE>

                  (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 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 original issue date of the Series I Notes, not
                        to exceed $30.0 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 original issue
                        date of the Series I Notes, such Permitted Refinancing
                        Indebtedness has a final


                                       65
<PAGE>

                        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 original issue
                        date of the Series I Notes, and the Indebtedness being
                        extended, refinanced, renewed, replaced, defeased or
                        refunded is contractually subordinated in right of
                        payment to the Series I 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 I Notes on terms at
                        least as favorable to the Holders of Series I Notes as
                        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 I 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 August
            13, 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


                                       66
<PAGE>

            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 I Notes publicly
            available, a nationally recognized 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


                                       67
<PAGE>

                  (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.

                  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.


                                       68
<PAGE>

                  "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.

                  "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 I 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 I Permitted Liens" means:

                  (1)   Series I 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 I Liens in favor of the Company or any Subsidiary
                        Guarantors;

                  (3)   Series I 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 I 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 I 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 I Liens were in existence prior to the
                        contemplation of such acquisition;

                  (5)   Series I 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 I 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


                                       69
<PAGE>

                        Indebtedness and Issuance of Preferred Stock") covering
                        only the assets acquired with such Indebtedness;

                  (7)   Series I Liens existing on the original issue date of
                        the Series I Notes (including the Series I Lien of the
                        First Mortgage Indenture and the Series I Lien of the
                        Indenture);

                  (8)   Series I 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 I 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 I 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 I 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 I Liens securing Permitted Refinancing
                        Indebtedness incurred to refinance Indebtedness that was
                        previously so secured; provided that any such Series I
                        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 I Lien arose, could secure) the
                        Indebtedness being refinanced or is in respect of
                        property that is the security for a Series I Permitted
                        Lien hereunder;

                  (13)  Series I 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 I 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


                                       70
<PAGE>

                        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
                        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 I
            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.


                                       71
<PAGE>

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

                  "Trust Preferred Vehicle" means NVP Capital I, NVP Capital III
            or any future similar 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


                                       72
<PAGE>

            Definitions--Restricted Payments"). If, at any time, any
            Unrestricted Subsidiary would 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 I 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.


                                       73
<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 I 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.


                                       74
<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:
      ------------------------------------------

NPC Officer's Certificate (Terms of Note)

<PAGE>
                                    EXHIBIT A

                             FORM OF SERIES I NOTES

[Insert the Global Note Legend, if applicable, pursuant to the provisions of the
                    Indenture and the Officer's Certificate]

[Insert the Private Placement Legend, if applicable, pursuant to the provisions
                of the Indenture and the Officer's Certificate]

                              NEVADA POWER COMPANY
         6 1/2% General and Refunding Mortgage Notes, Series I, due 2012

<TABLE>
<S>                                 <C>                         <C>
Original Interest Accrual Date:     April 7, 2004               Redeemable:  Yes  |X|  No | |
Stated Maturity:                    April 15, 2012              Redemption Date:  See Below
Interest Rate:                      6 1/2%                      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. ___________________

         6 1/2% General and Refunding Mortgage Notes, Series I, due 2012

No. R-1                                                             $130,000,000

promises to pay to Cede & Co. or registered assigns, the principal sum of
$130,000,000 Dollars on April 15, 2012.

      1. Interest. Nevada Power Company, a Nevada corporation (the "Company"),
promises to pay interest on the principal amount of this Series I Note at 6 1/2%
per annum, from April 7, 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 I 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 I
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 I Notes, in which case interest shall accrue from the Original Interest
Accrual Date specified above; provided, further, that the first Interest Payment
Date shall be October 15, 2004. The Company shall pay interest


                                      A-1
<PAGE>

(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 I 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 I Notes
(except Defaulted Interest) and Liquidated Damages to the Persons who are
registered Holders of Series I Notes at the close of business on the April 1 and
October 1 next preceding the Interest Payment Date, even if such Series I 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 I 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 I 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 I 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 I Notes. The Company or any of its Subsidiaries
may act in any such capacity.

      4. Indenture; Security. This Series I 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 I 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 I Note is one of the series designated above. The
terms of the Series I Notes include those stated in the Indenture, the Officer's
Certificate dated April 7, 2004 (the "Officer's Certificate") and those made
part of the Indenture by reference to the Trust Indenture Act. The Series I
Notes are subject to all such terms, and Holders of Series I Notes are referred
to the Indenture and such Act for a statement of


                                      A-2
<PAGE>

such terms. To the extent any provision of this Series I 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 I Notes are general obligations of the Company initially limited to
$130,000,000 aggregate principal amount in the case of Series I Notes issued on
the Issue Date.

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

      5. Optional Redemption.

            (a) The Company may redeem the notes at any time, either in whole or
in part at a redemption price equal to the greater of (1) 100% of the principal
amount of the Series I Notes being redeemed and (2) the sum of the present
values of the remaining scheduled payments of principal and interest on the
Series I 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 I 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 I Notes.

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

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

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

            "Reference Treasury Dealer Quotation" means, with respect to the
      Reference Treasury Dealer and any redemption date, the average, as
      determined by the


                                      A-3
<PAGE>

      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 I Notes at a
Redemption Price of 106.5% 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 I Notes remain
outstanding immediately after each occurrence of such redemption excluding
Series I 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 I Notes are to be redeemed at its registered address.
Series I 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 I 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 I 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 I Notes, the
Company shall not be required to make mandatory redemption or sinking fund
payments with respect to the Series I Notes.

            (b) Upon the occurrence of the events described below in clauses (1)
or (2) of this paragraph 7(b), the Company shall be required to redeem the
Series I Notes immediately, at a Redemption Price equal to 100% of the aggregate
principal amount of the Series I Notes plus accrued and unpaid interest and
Liquidated Damages, if any, on the Series I Notes to the date of redemption,
without further action or notice on the part of the Trustee or the Holders of
the Series I 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


                                      A-4
<PAGE>

                  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;

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


                                      A-5
<PAGE>

notice to comply with any of the other agreements in the Officer's Certificate
or the Series I Notes; (f) default under any mortgage, indenture or instrument
under which there may be issued or by which there may be secured or evidenced
any Indebtedness for money borrowed by the Company or any of its Restricted
Subsidiaries (or the payment of which is guaranteed by the Company or any of its
Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or
is created after the original issue date of the Series I Notes, if that default
(i) is caused by a failure to pay principal of, or interest or premium, if any,
on such Indebtedness prior to the expiration of the grace period provided in
such Indebtedness on the date of such default (a "Payment Default") or (ii)
results in the acceleration of such Indebtedness prior to its express maturity,
and, in each case, the principal amount of any such Indebtedness, together with
the principal amount of any other such Indebtedness under which there has been a
Payment Default or the maturity of which has been so accelerated, aggregates
$15.0 million or more; (g) failure by the Company or any of its Subsidiaries to
pay final judgments aggregating in excess of $15.0 million, which judgments are
not paid, discharged or stayed for a period of 60 days; or (h) an event of
default under the First Mortgage Indenture (other than any such matured event of
default which (i) is of similar kind or character to the Triggering Event
described in (c) or (e) above and (ii) has not resulted in the acceleration of
the securities outstanding under the First Mortgage Indenture); provided,
however, that, anything in the Officer's Certificate to the contrary
notwithstanding, the waiver or cure of such event of default under the First
Mortgage Indenture and the rescission and annulment of the consequences thereof
under the First Mortgage Indenture shall constitute a cure of the corresponding
Triggering Event and a rescission and annulment of the consequences thereof, the
Holders of at least 25% in principal amount of the Series I Notes then
Outstanding may deliver a notice to the Company requiring the Company to redeem
the Series I Notes immediately at a Redemption Price equal to 100% of the
aggregate principal amount of the Series I Notes plus accrued and unpaid
interest and Liquidated Damages, if any, on the Series I Notes to the Redemption
Date. The Holders of a majority in aggregate principal amount of the Series I
Notes then Outstanding by notice to the Company and the Trustee may on behalf of
the Holders of all of the Series I 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 I 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 I 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 I Notes at the option of the Holders thereof.

      9. Denominations, Transfer, Exchange. The Series I Notes are in registered
form without coupons in denominations of $1,000 and integral multiples of
$1,000. The transfer of Series I Notes may be registered and Series I 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 I Notes, among
other things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder of Series I 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 I Note or portion of a Series I Note
selected for redemption, except for the


                                      A-6
<PAGE>

unredeemed portion of any Series I Note being redeemed in part. Also, the
Company need not exchange or register the transfer of any Series I Notes for a
period of 15 days before a selection of Series I 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 I 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 I
Note shall be conclusive and binding upon such Holder and upon all future
Holders of this Series I Note and of any Series I 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 I
Note.

      12. Events of Default. If an Event of Default shall occur and be
continuing, the principal of this Series I 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


                                      A-7
<PAGE>

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 I 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 I Note is registrable in the
Security Register, upon surrender of this Series I 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 I 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 I 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 I Note is registered as
the absolute owner hereof for all purposes, whether or not this Series I Note be
overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.

      16. Governing Law. THE SERIES I 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 I 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 I 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 I
Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have all the rights set


                                      A-8
<PAGE>

forth in the Registration Rights Agreement dated as of April 7, 2004 between
Nevada Power Company and the parties named on the signature pages thereof (the
"Registration Rights Agreement").

      20. CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Series I Notes and the Trustee may use CUSIP
numbers in notices of redemption as a convenience to Holders of Series I Notes.
No representation is made as to the accuracy of such numbers either as printed
on the Series I 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 I Notes upon written
request and without charge a copy of the Indenture and/or the Registration
Rights Agreement. Requests may be made to:

                              Nevada Power Company
                                  P.O. Box 230
                             6226 W. Sahara Avenue
                            Las Vegas, Nevada 89146
                       Attention: Chief Financial Officer


                                      A-9
<PAGE>

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

                                   NEVADA POWER COMPANY

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

                          CERTIFICATE OF AUTHENTICATION

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

Dated:  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
                          IN PRINCIPAL AMOUNT    IN PRINCIPAL AMOUNT       DECREASE (OR        OF TRUSTEE OR NOTE
   DATE OF 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 I Note, fill in the form below: (I) or (we) assign
and transfer this Series I 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 I 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 I Note)

                               SIGNATURE GUARANTEE

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


                                      A-12
<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

      If you want to elect to have this Series I 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:

<TABLE>
<S>                                                     <C>
      | |  Section 1(h)(iii) (Offer to Purchase upon    | | Section   1(h)(iv)  (Offer  to  Purchase
            Change of Control)                          Upon Application of Excess Proceeds)
</TABLE>

      If you want to elect to have only part of the Series I 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 I 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-13
<PAGE>

                                    EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

Nevada Power Company
P.O. Box 230
6226 W. Sahara Avenue
Las Vegas, Nevada  89146
Attention:  Treasurer

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

      Re:   Nevada Power Company 6 1/2% General and Refunding Mortgage Notes,
            Series I, 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
Nevada Power Company, as issuer (the "Company") and The Bank of New York, as
trustee and the Officer's Certificate dated April 7 , 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 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.


                                      B-1
<PAGE>

      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

            (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


                                      B-2
<PAGE>

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.

            (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


                                      B-3
<PAGE>

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

Nevada Power Company
P.O. Box 230
6226 W. Sahara Avenue
Attention:  Treasurer
Las Vegas, Nevada  89146

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

      Re:   Nevada Power Company 6 1/2% General and Refunding Mortgage Notes,
            Series I, 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
Nevada Power Company, as issuer (the "Company") and The Bank of New York, as
trustee, and the Officer's Certificate dated April 7, 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 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


                                      C-1
<PAGE>

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.

      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


                                      C-2
<PAGE>

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:
Dated:
      ------------------------------


                                      C-3
<PAGE>

                                    EXHIBIT D

       FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Nevada Power Company
P.O. Box 230
6226 W. Sahara Avenue
Las Vegas, Nevada  89146
Attention:  Treasurer

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

      Re:   Nevada Power Company 6 1/2% General and Refunding Mortgage Notes,
            Series I, 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
Nevada Power Company, as issuer (the "Company") and The Bank of New York, as
trustee, and the Officer's Certificate dated April 7, 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 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;


                                      D-1
<PAGE>

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 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


                                      D-2
<PAGE>

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