<PAGE>

Exhibit 4.1

                                                                  EXECUTION COPY


================================================================================


                            SIERRA PACIFIC RESOURCES


                                       and


                              THE BANK OF NEW YORK


                                   as Trustee

                                  ------------

                                    INDENTURE


                           Dated as of March 19, 2004


                          8 5/8% SENIOR NOTES DUE 2014


================================================================================

<PAGE>

                             CROSS-REFERENCE TABLE*

Trust Indenture                                                      Indenture
Act Section                                                          Section
-----------                                                          ---------
310(a)(1).........................................................   7.10
   (a)(2).........................................................   7.10
   (a)(3).........................................................   N.A.
   (a)(4).........................................................   N.A.
   (a)(5).........................................................   7.10
   (b)............................................................   7.10
   (c)............................................................   N.A.
311(a)............................................................   7.11
   (b)............................................................   7.11
   (c)............................................................   N.A.
312(a)............................................................   2.05
   (b)............................................................   11.03
   (c)............................................................   11.03
313(a)............................................................   7.06
   (b)(1).........................................................   10.03
   (b)(2).........................................................   7.06, 7.07
   (c)............................................................   7.06, 11.02
   (d)............................................................   7.06
314(a)............................................................   11.05
   (b)............................................................   N.A.
   (c)(1).........................................................   N.A.
   (c)(2).........................................................   N.A.
   (c)(3).........................................................   N.A.
   (d)............................................................   N.A.
   (e)............................................................   10.05
   (f)............................................................   NA
315(a)............................................................   7.01
   (b)............................................................   N.A.
   (c)............................................................   7.01
   (d)............................................................   7.01
   (e)............................................................   6.11
316(a)(last sentence).............................................   2.09
   (a)(1)(A)......................................................   6.05
   (a)(1)(B)......................................................   6.04
   (a)(2).........................................................   N.A.
   (b)............................................................   6.07
   (c)............................................................   2.12
317(a)(1).........................................................   6.08
   (a)(2).........................................................   6.09
   (b)............................................................   2.04
318(a)............................................................   N.A.
   (b)............................................................   N.A.
   (c)............................................................   11.01

----------
N.A. means Not Applicable

*This Cross-Reference Table is not part of the Indenture

<PAGE>


                                TABLE OF CONTENTS

<TABLE>
                                                                                              Page
                                                                                              ----
<S>  <C>               <C>                                                                    <C>
ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE ........................................   1

     SECTION 1.01.     Definitions ...........................................................   1
     SECTION 1.02.     Other Definitions .....................................................  21
     SECTION 1.03.     Incorporation by Reference of TIA .....................................  21
     SECTION 1.04.     Rules of Construction .................................................  22

ARTICLE 2. THE NOTES .........................................................................  22

     SECTION 2.01.     Form and Dating .......................................................  22
     SECTION 2.02.     Execution and Authentication ..........................................  23
     SECTION 2.03.     Registrar and Paying Agent ............................................  23
     SECTION 2.04.     Paying Agent to Hold Money in Trust ...................................  24
     SECTION 2.05.     Holder Lists ..........................................................  24
     SECTION 2.06.     Transfer and Exchange .................................................  24
     SECTION 2.07.     Replacement Notes .....................................................  37
     SECTION 2.08.     Outstanding Notes .....................................................  38
     SECTION 2.09.     Treasury Notes ........................................................  38
     SECTION 2.10.     Temporary Notes .......................................................  38
     SECTION 2.11.     Cancellation ..........................................................  39
     SECTION 2.12.     Defaulted Interest ....................................................  39
     SECTION 2.13.     Issuance of Additional Notes ..........................................  39
     SECTION 2.14.     One Class of Securities ...............................................  39
     SECTION 2.15.     CUSIP, ISIN or Other Similar Numbers ..................................  40

ARTICLE 3. REDEMPTION AND PREPAYMENT .........................................................  40

     SECTION 3.01.     Notices to Trustee ....................................................  40
     SECTION 3.02.     Selection of Notes to Be Redeemed .....................................  40
     SECTION 3.03.     Notice of Redemption ..................................................  40
     SECTION 3.04.     Effect of Notice of Redemption ........................................  41
     SECTION 3.05.     Deposit of Redemption Price ...........................................  41
     SECTION 3.06.     Notes Redeemed in Part ................................................  42
     SECTION 3.07.     Optional Redemption ...................................................  42
     SECTION 3.08.     Mandatory Redemption ..................................................  42
     SECTION 3.09.     Offer to Purchase by Application of Excess Proceeds ...................  42

ARTICLE 4. COVENANTS .........................................................................  44

     SECTION 4.01.     Payment of Notes ......................................................  44
     SECTION 4.02.     Maintenance of Office or Agency .......................................  44
     SECTION 4.03.     Reports ...............................................................  45
     SECTION 4.04.     Compliance Certificate ................................................  46
     SECTION 4.05.     Taxes .................................................................  46
     SECTION 4.06.     Stay, Extension and Usury Laws ........................................  46
     SECTION 4.07.     Restricted Payments ...................................................  47
     SECTION 4.08.     Dividend and Other Payment Restrictions Affecting Subsidiaries ........  49
     SECTION 4.09.     Incurrence of Indebtedness and Issuance of Preferred Stock ............  51
     SECTION 4.10.     Asset Sales ...........................................................  54
     SECTION 4.11.     Transactions with Affiliates ..........................................  55
</TABLE>
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<TABLE>
<S>  <C>               <C>                                                                    <C>
     SECTION 4.12.     Liens .................................................................  56
     SECTION 4.13.     Business Activities ...................................................  57
     SECTION 4.14.     Corporate Existence ...................................................  57
     SECTION 4.15.     Offer to Repurchase upon Change of Control ............................  57
     SECTION 4.16.     Sale and Leaseback Transactions .......................................  58
     SECTION 4.17.     Future Subsidiary Guarantees ..........................................  58
     SECTION 4.18.     Designation of Restricted and Unrestricted Subsidiaries ...............  59
     SECTION 4.19.     Payments for Consent ..................................................  59
     SECTION 4.20.     Suspension of Certain Covenants .......................................  60

ARTICLE 5. SUCCESSORS ........................................................................  60

     SECTION 5.01.     Merger, Consolidation or Sale of Assets ...............................  60
     SECTION 5.02.     Successor Corporation Substituted .....................................  61

ARTICLE 6. DEFAULTS AND REMEDIES .............................................................  61

     SECTION 6.01.     Events of Default .....................................................  61
     SECTION 6.02.     Acceleration ..........................................................  63
     SECTION 6.03.     Other Remedies ........................................................  63
     SECTION 6.04.     Waiver of Past Defaults ...............................................  63
     SECTION 6.05.     Control by Majority ...................................................  64
     SECTION 6.06.     Limitation on Suits ...................................................  64
     SECTION 6.07.     Rights of Holders of Notes to Receive Payment .........................  64
     SECTION 6.08.     Collection Suit by Trustee ............................................  64
     SECTION 6.09.     Trustee May File Proofs of Claim ......................................  64
     SECTION 6.10.     Priorities ............................................................  65
     SECTION 6.11.     Undertaking for Costs .................................................  65

ARTICLE 7. TRUSTEE ...........................................................................  66

     SECTION 7.01.     Duties of Trustee .....................................................  66
     SECTION 7.02.     Rights of Trustee .....................................................  67
     SECTION 7.03.     Individual Rights of Trustee ..........................................  68
     SECTION 7.04.     Trustee's Disclaimer ..................................................  68
     SECTION 7.05.     Notice of Defaults ....................................................  68
     SECTION 7.06.     Reports by Trustee to Holders of the Notes ............................  68
     SECTION 7.07.     Compensation and Indemnity ............................................  69
     SECTION 7.08.     Replacement of Trustee ................................................  69
     SECTION 7.09.     Successor Trustee by Merger, etc ......................................  70
     SECTION 7.10.     Eligibility; Disqualification .........................................  70
     SECTION 7.11.     Preferential Collection of Claims Against the Company .................  71

ARTICLE 8. LEGAL DEFEASANCE AND COVENANT DEFEASANCE ..........................................  71

     SECTION 8.01.     Option to Effect Legal Defeasance or Covenant Defeasance ..............  71
     SECTION 8.02.     Legal Defeasance and Discharge ........................................  71
     SECTION 8.03.     Covenant Defeasance ...................................................  72
     SECTION 8.04.     Conditions to Legal or Covenant Defeasance ............................  72
     SECTION 8.05.     Deposited Money and Government Securities to Be Held in
                            Trust; Other Miscellaneous Provisions ............................  73
     SECTION 8.06.     Repayment to the Company ..............................................  73
     SECTION 8.07.     Reinstatement .........................................................  74
</TABLE>
                                      -ii-

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<TABLE>
<S>  <C>               <C>                                                                    <C>
ARTICLE 9. AMENDMENT, SUPPLEMENT AND WAIVER ..................................................  74

     SECTION 9.01.     Without Consent of Holders of Notes ...................................  74
     SECTION 9.02.     With Consent of Holders of Notes ......................................  75
     SECTION 9.03.     Compliance with Trust Indenture Act ...................................  76
     SECTION 9.04.     Revocation and Effect of Consents .....................................  76
     SECTION 9.05.     Notice of Amendment; Notation on or Exchange of Notes .................  76
     SECTION 9.06.     Trustee to Sign Amendments, etc .......................................  77

ARTICLE 10. SATISFACTION AND DISCHARGE .......................................................  77

     SECTION 10.01.    Satisfaction and Discharge ............................................  77
     SECTION 10.02.    Deposited Cash and Government Securities ..............................  77
     SECTION 10.03.    Repayment to Company ..................................................  78
     SECTION 10.04.    Reinstatement .........................................................  78

ARTICLE 11. MISCELLANEOUS ....................................................................  78

     SECTION 11.01.    Trust Indenture Act Controls ..........................................  78
     SECTION 11.02.    Notices ...............................................................  79
     SECTION 11.03.    Communication by Holders of Notes with Other Holders of Notes .........  80
     SECTION 11.04.    Certificate and Opinion as to Conditions Precedent ....................  80
     SECTION 11.05.    Statements Required in Certificate or Opinion .........................  80
     SECTION 11.06.    Rules by Trustee and Agents ...........................................  80
     SECTION 11.07.    No Personal Liability of Directors, Officers, Employees and
                            Stockholders .....................................................  80
     SECTION 11.08.    Governing Law .........................................................  81
     SECTION 11.09.    No Adverse Interpretation of Other Agreements .........................  81
     SECTION 11.10.    Successors ............................................................  81
     SECTION 11.11.    Severability ..........................................................  81
     SECTION 11.12.    Counterpart Originals .................................................  81
     SECTION 11.13.    Table of Contents, Headings, etc ......................................  81

EXHIBITS

Exhibit A         FORM OF NOTE
Exhibit B         FORM OF CERTIFICATE OF TRANSFER
Exhibit C         FORM OF CERTIFICATE OF EXCHANGE
Exhibit D         FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED
                  INVESTORS
</TABLE>
                                      -iii-

<PAGE>

     INDENTURE dated as of March 19, 2004 between SIERRA PACIFIC RESOURCES, a
Nevada corporation, and THE BANK OF NEW YORK, a New York banking corporation, as
trustee (the "Trustee").

     The Company and the Trustee agree as follows for the benefit of each other
and for the equal and ratable benefit of the Holders of the Initial Notes, any
Additional Notes and the Exchange Notes (in each case as defined herein):

                                   ARTICLE 1.

                   DEFINITIONS AND INCORPORATION BY REFERENCE
                   ------------------------------------------

SECTION 1.01.  Definitions.
               -----------

     "144A Global Note" means one or more global notes 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 that shall represent the aggregate principal amount of the Notes
sold in reliance on Rule 144A.

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

          (i)    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

          (ii)   Indebtedness secured by a Lien encumbering any asset acquired
     by such specified Person.

     "Additional Interest" shall have the meaning set forth in the Registration
Rights Agreement.

     "Additional Notes" means Notes other than the Exchange Notes.

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

     "Agent" means any Registrar, Paying Agent or co-registrar.

     "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:

          (i)    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

<PAGE>

     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 of Section 4.15 and/or the provisions
     of Section 5.01 and not by the provisions of Section 4.10; and

          (ii)   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:

          (i)    any single transaction or series of related transactions that
     involves assets having a fair market value of less than $5.0 million;

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

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

          (iv)   a Restricted Payment or Permitted Investment that is permitted
     by Section 4.07;

          (v)    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;

          (vi)   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 Company 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 provisions of Section 4.10; provided further
     that the fair market value of the assets sold or disposed of is determined
     as provided in the final paragraph of Section 4.07; and

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

     "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

                                       -2-

<PAGE>

subsequent condition. The terms "Beneficially Owns" and "Beneficially Owned"
have a corresponding meaning.

     "Board of Directors" means:

          (i)    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;

          (ii)   with respect to a partnership, the Board of Directors of the
     general partner of the partnership; and

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

     "Broker-Dealer" means any broker or dealer registered under the Exchange
Act.

     "Business Day" means any day other than a Legal Holiday.

     "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:

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

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

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

          (iv)   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:

          (i)    United States dollars;

          (ii)   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;

          (iii)  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;

                                       -3-

<PAGE>

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

          (v)    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

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

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

          (i)    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);

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

          (iii)  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, measured
     by voting power rather than number of shares;

          (iv)   the first day on which a majority of the members of the Board
     of Directors of the Company are not Continuing Directors;

          (v)    the first day on which the Company ceases to be a Beneficial
     Owner of a majority of the Voting Stock of either NPC or SPPC; or

          (vi)   so long as any of the 7.25% Convertible Notes due 2010 are
     outstanding, a Change of Control as defined in the Company's Indenture
     dated February 14, 2003 governing the 7.25% Convertible Notes due 2010, as
     amended, modified or supplemented from time to time.

     "Clearstream" means Clearstream Banking, S.A.

     "Commission" means the Securities and Exchange Commission or any successor
agency.

     "Company" means Sierra Pacific Resources and any and all successors
thereto.

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

          (i)    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

          (ii)   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

                                       -4-

<PAGE>

          (iii)  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

          (iv)   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

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

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

          (vii)  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:

          (i)    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;

          (ii)   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; and

          (iii)  the cumulative effect of a change in accounting principles
     shall be excluded.

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

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

                                       -5-

<PAGE>

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

     "Corporate Trust Office of the Trustee" means the office of the Trustee in
New York, New York, at which at any particular time its corporate trust business
shall be principally administered, which office at the date of the execution and
delivery of this Indenture, as originally executed and delivered, is located at
101 Barclay Street, New York, New York, 10286, Attention: Corporate Trust
Division - Corporate Finance Unit.

     "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 an
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:

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

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

          (iii)  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 shall not be included for purposes of determining the aggregate
amount outstanding under Credit Facilities that is permitted under Section 4.09.

     "Custodian" means The Bank of New York, as custodian with respect to the
Notes in global form, or any successor entity thereto.

     "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.

     "Definitive Note" means a certificated Note registered in the name of the
Holder thereof and issued in accordance with Section 2.06 hereof, in the form of
Exhibit A hereto except that such 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 Notes issuable or issued in whole
or in part in global form, the Person specified in Section 2.03 hereof as the
Depositary with respect to the Notes, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provision of this 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 Notes mature. Notwithstanding the
preceding

                                       -6-

<PAGE>

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 4.07.

     "Distribution Compliance Period" means the 40-day restricted period as
defined in Regulation S.

     "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., as operator of the Euroclear system.

     "Event of Default" has the meaning specified in Section 6.01.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "Exchange Notes" means the Notes issued in the Exchange Offer pursuant to
Section 2.06(f) hereof.

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

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

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

     "fair market value" means the price which could be negotiated in an arm's
length, free market transaction, for cash, between a willing and able seller and
a willing and able buyer, neither of whom is under undue pressure or compulsion
to complete the transaction. Fair market value shall be determined by the Board
of Directors acting reasonably and in good faith, evidenced by a resolution of
the Board of Directors delivered to the Trustee; provided, however, that fair
market value shall be determined by a nationally recognized independent
investment banking, accounting or appraisal firm for any transaction which is
reasonably likely to exceed $25 million in value.

     "First Mortgage Indentures" means (i) the Indenture of Mortgage, dated as
of October 1, 1953, between Nevada Power and Deutsche Bank Trust Company
Americas, as trustee, as modified, amended or supplemented at any time or from
time to time by supplemental indentures and (ii) the Indenture of Mortgage,
dated as of December 1, 1940, between SPPC and US Bank National Association, 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:

          (i)    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

                                       -7-

<PAGE>

     financings, and net of the effect of all payments made or received pursuant
     to Hedging Obligations; plus

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

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

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

          (v)    all distributions by a Trust Preferred Vehicle to persons other
     than the Company or any of its Restricted Subsidiaries of amounts received
     as interest by such trust on the subordinated Indebtedness of such Person
     or any of its Restricted Subsidiaries held by such trust; plus

          (vi)   any payments on stock purchase contracts obligating the holders
     thereof to purchase common stock of the Company.

     "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:

          (i)    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);

                                       -8-

<PAGE>

          (ii)   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

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

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

     "G&R Indentures" means (i) the General and Refunding Mortgage Indenture,
dated as of May 1, 2001, as amended and supplemented to the date hereof and from
time to time, between NPC and The Bank of New York, as trustee, and (ii) the
General and Refunding Mortgage Indenture, dated as of May 1, 2001, as amended
and supplemented to the date hereof and from time to time, between SPPC and The
Bank of New York, as trustee.

     "Global Note Legend" means the legend set forth in Section 2.06(g)(ii),
which is required to be placed on all Global Notes issued under this Indenture.

     "Global Notes" means, individually and collectively, each of the Restricted
Global Notes and the Unrestricted Global Notes, in the form of Exhibit A hereto
issued in accordance with Sections 2.01 or 2.06 hereof.

     "Government Securities" means direct obligations of, or obligations
guaranteed by, the United States of America, and the payment for which the
United States pledges its full faith and credit.

     "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:

          (i)    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;

          (ii)   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;

                                       -9-

<PAGE>

          (iii)  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

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

     "Holder" means a Person in whose name a Note is registered.

     "IAI 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
that shall be issued in a denomination equal to the outstanding principal amount
of the Notes sold to Institutional Accredited Investors.

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

          (i)    in respect of borrowed money;

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

          (ii)   in respect of banker's acceptances;

          (iv)   representing Capital Lease Obligations;

          (v)    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

          (vi)   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 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:

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

          (ii)   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.

     "Indenture" means this Indenture, as amended or supplemented from time to
time.

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

     "Initial Notes" means the 8 5/8% Senior Notes due 2014 issued by the
Company on the Issue Date.

                                      -10-

<PAGE>

     "Initial Purchasers" means (i) with respect to the Initial Notes issued on
the Issue Date, Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated and UBS Securities LLC and (2) with respect to each issuance of
Additional Notes, the Persons purchasing such Additional Notes under the related
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, who are not also QIBs.

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

     "Investments" means, with respect to any Person, all direct or indirect
investments by such Person in other Persons (including Affiliates) in the forms
of loans (including Guarantees or other obligations), advances or capital
contributions (excluding commission, travel and similar advances to officers and
employees made in the ordinary course of business), purchases or other
acquisitions for consideration of Indebtedness, Equity Interests or other
securities, together with all items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP. If the Company
or any Subsidiary of the Company sells or otherwise disposes of any Equity
Interests of any direct or indirect Subsidiary of the Company such that, after
giving effect to any such sale or disposition, such Person is no longer a
Subsidiary of the Company, the Company shall be deemed to have made an
Investment on the date of any such sale or disposition equal to the fair market
value of the Equity Interests of such Subsidiary not sold or disposed of in an
amount determined as provided in the final paragraph of Section 4.07. 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 the final paragraph of Section 4.07.

     "Issue Date" means the date on which the Notes are originally issued under
this Indenture.

     "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in the City of New York or at a place of payment are authorized by
law, regulation or executive order to remain closed. If a payment date is a
Legal Holiday at a place of payment, payment may be made at that place on the
next succeeding day that is not a Legal Holiday, and no interest shall accrue on
such payment for the intervening period.

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

     "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.

     "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:

                                      -11-

<PAGE>

          (i)    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

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

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

          (i)    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;

          (ii)   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 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

          (iii)  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.

     "Notes" means the Initial Notes, the Exchange Notes and any Additional
Notes issued under this Indenture.

     "NPC" means Nevada Power Company, a Nevada corporation.

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

     "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.

                                      -12-

<PAGE>

     "Officers' Certificate" means a certificate signed by two Officers or by an
Officer and either an Assistant Treasurer or an Assistant Secretary of the
Company, which meets the requirements of Section 11.05 hereof.

     "Opinion of Counsel" means an opinion from legal counsel, who is reasonably
acceptable to the Trustee, which meets the requirements of Section 11.05 hereof.
The counsel may be an employee of or counsel to the Company or any Subsidiary.

     "Participant" means, with respect to the Depositary, Euroclear or
Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and, with respect to The Depository Trust Company,
shall include Euroclear and Clearstream).

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

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

     "Permitted Investments" means:

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

          (ii)   any Investment in Cash Equivalents;

          (iii)  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);

          (iv)   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 4.10;

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

          (vi)   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;

          (vii)  Hedging Obligations;

          (viii) 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

                                      -13-

<PAGE>

     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;

          (ix)   any Investments made in accordance with clause (vi) of the
     definition of "Asset Sales;"

          (x)    any Investments by the Company or any Restricted Subsidiary in
     Tuscarora Gas Transmission 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 (x) since the Issue Date, not to
     exceed $50.0 million; and

          (xi)   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 (xi) since the Issue Date, not to
     exceed $50.0 million.

     "Permitted Liens" means:

          (i)    Liens securing any Indebtedness under a Credit Facility that
     was permitted by the terms of this Indenture to be incurred, and all
     Obligations and Hedging Obligations relating to such Indebtedness;

          (ii)   Liens in favor of the Company or any Subsidiary Guarantors;

          (iii)  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 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;

          (iv)   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 Liens were in existence prior to the contemplation of
     such acquisition;

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

          (vi)   Liens to secure Indebtedness (including Capital Lease
     Obligations) permitted by clause (iv) of the second paragraph of Section
     4.09 covering only the assets acquired with such Indebtedness;

          (vii)  Liens existing on the Issue Date and Liens under the First
     Mortgage Indentures and the G&R Indentures;

          (viii) 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

                                      -14-

<PAGE>

     instituted and diligently concluded, provided that any reserve or other
     appropriate provision as is required in conformity with GAAP has been made
     therefor;

          (ix)   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 $35.0 million at any one time
     outstanding;

          (x)    Liens to secure Indebtedness permitted by clauses (vii),
     (xiii), (xvi) or (xvii) of the second paragraph of Section 4.09;

          (xi)   Liens securing any Indebtedness issued or to be issued under
     the G&R Indentures that was permitted to be incurred under the terms of
     Section 4.09;

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

          (xiii) 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

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

     "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:

          (i)    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);

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

                                      -15-

<PAGE>

          (iii)  if such Permitted Refinancing Indebtedness is issued on or
     after the first anniversary of the Issue Date, and the Indebtedness being
     extended, refinanced, renewed, replaced, defeased or refunded is
     contractually subordinated in right of payment to the 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 Notes on
     terms at least as favorable to the Holders of Notes as those contained in
     the documentation governing the Indebtedness being extended, refinanced,
     renewed, replaced, defeased or refunded; and

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

Permitted Refinancing Indebtedness shall also include (i) any Indebtedness of
NPC, not to exceed $100.0 million, incurred by NPC at the same time and with the
same terms as any Indebtedness of NPC issued to refinance its Indebtedness
maturing in 2004 and (ii) any Indebtedness of SPPC, not to exceed $50.0 million,
incurred by SPPC at the same time and with the same terms as any Indebtedness of
SPPC issued to refinance its Indebtedness maturing by 2005.

     "Person" means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization, limited
liability company or government or other entity.

     "Predecessor Note" of any particular Note means every previous Note
evidencing all or a portion of the same Indebtedness as that evidenced by such
particular Note; and any Note authenticated and delivered under Section 2.07 in
lieu of a lost, destroyed or stolen Note shall be deemed to evidence the same
Indebtedness as the lost, destroyed or stolen Note.

     "Private Placement Legend" means the legend set forth in Section 2.06(g)(i)
to be placed on all Notes issued under this Indenture except where otherwise
permitted by the provisions of this Indenture.

     "Prospectus" means the prospectus included in a Registration Statement at
the time such Registration Statement is declared effective, as amended or
supplemented by any prospectus supplement and by all other amendments thereto,
including post-effective amendments, and all material incorporated by reference
into such Prospectus.

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

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

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

                                      -16-

<PAGE>

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 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 its 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 any
of its Restricted Subsidiaries (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 of the Company (as provided below) as a Receivables
Entity:

          (i)    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;

          (ii)   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

          (iii)  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 of the Company 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 (1) with respect to the Initial Notes
issued on the Issue Date, the Registration Rights Agreement dated as of the date
hereof among the Company and the Initial Purchasers and (2) with respect to each
issuance of Additional Notes issued in a transaction exempt from the
registration requirements of the Securities Act, the registration rights
agreement, if any, among the Company and the Persons purchasing such Additional
Notes under the related purchase agreement.

                                      -17-

<PAGE>

     "Registration Statement" means any registration statement of the Company
relating to (a) an offering of Exchange Notes pursuant to an Exchange Offer or
(b) the registration for resale of Transfer Restricted Securities pursuant to
the Shelf Registration Statement, in each case, (i) that is filed pursuant to
the provisions of the Registration Rights Agreement and (ii) including the
Prospectus included therein, all amendments and supplements thereto (including
post-effective amendments) and all exhibits and material incorporated by
reference therein.

     "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 a denomination equal to the outstanding principal amount
of the Notes initially sold in reliance on Regulation S.

     "Responsible Officer" means when used with respect to the Trustee, the
officer within the Corporate Finance Unit of the Corporate Trust Division of the
Trustee (or any successor unit, department or division of the Trustee) located
at the Corporate Trust Office of the Trustee, who has direct responsibility for
the administration of this Indenture and, for the purposes of Section
7.01(c)(ii) and the second sentence of Section 7.05 shall also include any
officer of the Trustee to whom any corporate trust matter is referred because of
such person's knowledge of and familiarity with the particular subject.

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

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

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

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

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

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

     "Shelf Registration Statement" means the Shelf Registration Statement as
defined 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.

     "SPPC" means Sierra Pacific Power Company, a Nevada corporation.

                                      -18-

<PAGE>

     "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.

     "Stated Maturity" means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which the payment of
interest or principal was scheduled to be paid in the original documentation
governing such Indebtedness, and shall not include any contingent obligations to
repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.

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

          (i)    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

          (ii)   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 Notes to be executed by
any Subsidiary of the Company pursuant to Section 4.17.

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

     "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa
77bbbb) as in effect on the date on which this Indenture is qualified under the
TIA.

     "Transfer Restricted Securities" means each Note, until the earliest to
occur of (a) the date on which such Note is exchanged in the Exchange Offer and
entitled to be resold to the public by the Holder thereof without complying with
the prospectus delivery requirements of the Securities Act, (b) the date on
which such Note has been disposed of in accordance with a Shelf Registration
Statement, (c) the date on which such Note is disposed of by a Broker-Dealer
pursuant to the "Plan of Distribution" contemplated by the Exchange Offer
Registration Statement (including delivery of the Prospectus contained therein)
or (d) the date on which such Note is distributable to the public pursuant to
Rule 144 under the Securities Act.

     "Trustee" means the party named as such above until a successor replaces it
in accordance with the applicable provisions of this Indenture and thereafter
means the successor serving hereunder.

     "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 or any of its Restricted Subsidiaries.

     "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 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"

                                      -19-

<PAGE>

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:

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

          (ii)   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;

          (iii)  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;

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

          (v)    has at least one director on its Board of Directors 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 4.07. 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 this 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 the covenant described under Section 4.09, the
Company shall be in default of such covenant.

     "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
Directors of such Person.

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

          (i)    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

                                      -20-

<PAGE>

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

SECTION 1.02. Other Definitions.
              -----------------

                                                                      Defined in
                                  Term                                 Section
                                                                      ----------
"Affiliate Transaction"...........................................          4.11
"Asset Sale Offer"................................................          3.09
"Authenticating Agent"............................................          2.02
"Authentication Order"............................................          2.02
"Change of Control Offer".........................................          4.15
"Change of Control Payment".......................................          4.15
"Change of Control Payment Date"..................................          4.15
"Covenant Defeasance".............................................          8.03
"DTC".............................................................          2.03
"Event of Default"................................................          6.01
"Excess Proceeds".................................................          4.10
"incur"...........................................................          4.09
"Legal Defeasance"................................................          8.02
"Offer Amount"....................................................          3.09
"Offer Period"....................................................          3.09
"Paying Agent"....................................................          2.03
"Payment Default".................................................          6.01
"Permitted Debt"..................................................          4.09
"Purchase Date"...................................................          3.09
"Registrar".......................................................          2.03
"Reinstatement Date"..............................................          4.20
"Restricted Payments".............................................          4.07
"Suspended Covenants".............................................          4.20

SECTION 1.03. Incorporation by Reference of TIA.
              ---------------------------------

     Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture.

     The following TIA terms used in this Indenture have the following meanings:

     "indenture securities" means the Notes;

     "indenture security holder" means a Holder of a Note;

     "indenture to be qualified" means this Indenture;

     "indenture trustee" or "institutional trustee" means the Trustee; and

     "obligor" on the Notes means the Company and any successor obligors upon
the Notes.

     All other terms used in this Indenture that are defined by the TIA, defined
by TIA reference to another statute or defined by Commission rule under the TIA
have the meanings so assigned to them.

                                      -21-

<PAGE>

SECTION 1.04. Rules of Construction.
              ---------------------

     Unless the context otherwise requires:

          (1) a term has the meaning assigned to it;

          (2) an accounting term not otherwise defined has the meaning assigned
     to it in accordance with GAAP;

          (3) "or" is not exclusive;

          (4) words in the singular include the plural, and in the plural
     include the singular;

          (5) provisions apply to successive events and transactions;

          (6) "herein," "hereof," "hereunder" and other words of similar import
     refer to this Indenture (as amended or supplemented from time to time) and
     not to any particular Article, Section or other subdivision; and

          (7) references to sections of or rules under the Securities Act shall
     be deemed to include substitute, replacement of successor sections or rules
     adopted by the Commission from time to time.

                                   ARTICLE 2.

                                   THE NOTES
                                   ---------

SECTION 2.01. Form and Dating.
              ---------------

          (a)  General.
               -------

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

     The terms and provisions contained in the Notes shall constitute, and are
hereby expressly made, a part of this Indenture and the Company and the Trustee,
by their execution and delivery of this Indenture, expressly agree to such terms
and provisions and to be bound thereby. However, to the extent any provision of
any Note conflicts with the express provisions of this Indenture, the provisions
of this Indenture shall govern and be controlling. Notes shall be dated the date
of their authentication.

          (b)  Global Notes.
               ------------

     Notes issued in global form shall be substantially in the form of Exhibit A
attached hereto (including the Global Note Legend thereon and the "Schedule of
Exchanges of Interests in the Global Note" attached thereto). Notes issued in
definitive form shall be substantially in the form of Exhibit A attached hereto
(but without the Global Note Legend thereon and without the "Schedule of
Exchanges of Interests in the Global Note" attached thereto). Each Global Note
shall represent such of the outstanding Notes as shall be specified therein and
each shall provide that it shall represent the aggregate principal

                                      -22-

<PAGE>

amount of outstanding Notes from time to time endorsed thereon and that the
aggregate principal amount of outstanding 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 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 2.06 hereof.

          (c)  Euroclear and Clearstream Procedures Applicable.
               -----------------------------------------------

     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" and "Customer Handbook" of Clearstream shall be
applicable to transfers of beneficial interests in the Regulation S Global Notes
that are held by Participants through Euroclear or Clearstream.

SECTION 2.02. Execution and Authentication.

     An Officer of the Company shall sign the Notes for the Company by manual or
facsimile signature.

     If an Officer whose signature is on a Note no longer holds that office at
the time the Trustee authenticates the Note, the Note shall nevertheless be
valid.

     A Note shall not be valid until an authorized signatory of the Trustee
manually authenticates the Note. The signature of the Trustee on a Note shall be
conclusive evidence that the Note has been duly and validly authenticated and
issued under this Indenture.

     The Trustee shall, upon a written order of the Company signed by an Officer
of the Company (an "Authentication Order"), authenticate Notes for original
issue up to the aggregate principal amount stated in paragraph 4 of the Notes.
The aggregate principal amount of Notes outstanding at any time may not exceed
such amount except as provided in Section 2.07 hereof.

     The Trustee may appoint an authenticating agent (the "Authenticating
Agent") acceptable to the Company to authenticate Notes. An Authenticating Agent
may authenticate Notes whenever the Trustee may do so. Each reference in this
Indenture to authentication by the Trustee includes authentication by such
agent. An Authenticating Agent has the same rights as an Agent to deal with
Holders or an Affiliate of the Company.

SECTION 2.03. Registrar and Paying Agent.
              --------------------------

     The Company shall maintain an office or agency where Notes may be presented
for registration of transfer or for exchange ("Registrar") and an office or
agency where Notes may be presented for payment ("Paying Agent"). The Company
shall cause each of the Registrar and the Paying Agent to maintain an office or
agency in the Borough of Manhattan, The City of New York. The Registrar shall
keep a register of the Notes and of their transfer and exchange. The Company may
appoint one or more co-registrars and one or more additional paying agents. The
term "Registrar" includes any co-registrar and the term "Paying Agent" includes
any additional paying agent. The Company may change any Paying Agent or
Registrar without notice to any Holder. The Company shall notify the Trustee in
writing of the name and address of any Agent not a party to this Indenture. If
the Company fails to appoint or maintain another entity as Registrar or Paying
Agent, the Trustee shall act as such. The Company or any of its Subsidiaries may
act as Paying Agent or Registrar.

                                      -23-

<PAGE>

     The Company initially appoints The Depository Trust Company ("DTC") to act
as Depositary with respect to the Global Notes.

     The Company initially appoints the Trustee to act as the Registrar and
Paying Agent. The Bank of New York shall act as Custodian with respect to the
Global Notes in accordance with its agreement with DTC.

SECTION 2.04. Paying Agent to Hold Money in Trust.
              -----------------------------------

     By no later than 11:00 a.m. (New York City time) on the date on which any
principal of or interest on any Notes is due and payable, the Company shall
deposit with the Paying Agent a sum sufficient in immediately available funds to
pay such principal or interest when due. The Company shall require each Paying
Agent other than the Trustee to agree in writing that the Paying Agent shall
hold in trust for the benefit of Holders or the Trustee all money held by the
Paying Agent for the payment of principal of or premium, if any, Additional
Interest, if any, or interest on the Notes, and shall notify the Trustee in
writing of any default by the Company in making any such payment. While any such
default continues, the Trustee may require a Paying Agent to pay all money held
by it to the Trustee. The Company at any time may require a Paying Agent to pay
all money held by it to the Trustee and to account for any funds disbursed by
such Paying Agent. Upon payment over to the Trustee, the Paying Agent (if other
than the Company or a Subsidiary) shall have no further liability for the money.
If the Company or a Subsidiary acts as Paying Agent, it shall segregate and hold
in a separate trust fund for the benefit of the Holders all money held by it as
Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the
Company, the Trustee shall serve as Paying Agent for the Notes.

SECTION 2.05. Holder Lists.
              ------------

     The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with TIA Section 312(a). If the Trustee
is not the Registrar, the Company shall furnish to the Trustee at least seven
Business Days before each interest payment date and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of the Holders of
Notes and the Company shall otherwise comply with TIA Section 312(a).

SECTION 2.06. 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 (i) the Company delivers to the Trustee
notice from the Depositary that it is unwilling or unable to continue to act as
Depositary or that it is no longer a clearing agency registered under the
Exchange Act and, in either case, a successor Depositary is not appointed by the
Company within 120 days after the date of such notice from the Depositary, (ii)
the Company in its sole discretion determines that the Global Notes (in whole
but not in part) should be exchanged for Definitive Notes and delivers a written
notice to such effect to the Trustee; or (iii) there shall have occurred and be
continuing a Default or Event of Default with respect to the Notes. Upon the
occurrence of any of the preceding events in (i), (ii) or (iii) 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 2.07 and 2.10 hereof. Every Note authenticated and
delivered in exchange for, or in lieu of, a Global Note or any portion thereof,
pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be
authenticated and delivered in the form of, and shall be, a Global Note. A
Global Note may not

                                      -24-

<PAGE>

be exchanged for another Note other than as provided in this Section 2.06(a),
however, beneficial interests in a Global Note may be transferred and exchanged
as provided in Section 2.06(b), (c) or (f) hereof.

          (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 Indenture 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 (i) or (ii) below, as applicable, as well as
one or more of the other following subparagraphs, as applicable:

               (i)    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 and
          any Applicable Procedures; provided, however, that prior to the
          expiration of the Distribution Compliance 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 or a "distributor" (as defined in Rule
          902(d) of Regulation S)). Beneficial interests in any Unrestricted
          Global Note may be transferred to Persons who take delivery thereof in
          the form of a beneficial interest in an Unrestricted Global Note.
          Except as may be required by Applicable Procedures, no written orders
          or instructions shall be required to be delivered to the Registrar to
          effect the transfers described in this Section 2.06(b)(i).

               (ii)   All Other Transfers and Exchanges of Beneficial Interests
          Global Notes. In connection with all transfers and exchanges of in
          beneficial interests that are not subject to Section 2.06(b)(i) above,
          the transferor of such beneficial interest must deliver to the
          Registrar either (A) (1) 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
          (2) instructions given in accordance with the Applicable Procedures
          containing information regarding the Participant account to be
          credited with such increase or (B) if permitted under Section 2.06(a)
          hereof, (1) 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 (2) instructions given by the Depositary to the
          Registrar containing information regarding the Person in whose name
          such Definitive Note shall be registered to effect the transfer or
          exchange referred to in (B)(1) above; provided that in no event shall
          Definitive Notes be issued upon the transfer or exchange of beneficial
          interests in the Regulation S Global Note prior to (x) the expiration
          of the Distribution Compliance Period and (y) the receipt by the
          Registrar of any certificates required pursuant to Rule 903 under the
          Securities Act. Upon consummation of an Exchange Offer by the Company
          in accordance with Section 2.06(f) hereof, the requirements of this
          Section 2.06(b)(ii) shall be deemed to have been satisfied upon
          receipt by the 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 Registrar that
          all of the requirements for transfer or exchange of beneficial
          interests in Global Notes contained in this Indenture and the Notes or
          otherwise applicable under the Securities Act have been satisfied, the
          Trustee shall adjust the principal amount of the relevant Global
          Note(s) pursuant to Section 2.06(h) hereof.

                                      -25-

<PAGE>

               (iii)  Transfer of Beneficial Interests in a Restricted Global
          Note 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 Section 2.06(b)(ii) above and the Registrar and the Company receive
          the following:

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

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

                    (C)  if the transferee shall take delivery in the form of a
               beneficial interest in the IAI Global Note, then the transferor
               must deliver a certificate in the form of Exhibit B hereto,
               including the certifications and certificates and Opinion of
               Counsel required by item (3) thereof, if applicable.

               (iv)   Transfer and Exchange of Beneficial Interests in a
          Restricted Global Note for Beneficial Interests in an 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 only if the exchange or transfer complies with the requirements
          of Section 2.06(b)(ii) 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, makes any and all certifications in the
               applicable Letter of Transmittal or is deemed to have made such
               certifications if delivery is made through the Applicable
               Procedures as may be required by the Registration Rights
               Agreement;

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

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

                    (D)  the Registrar and the Company receive the following:

                         (1)  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

                         (2)  if the holder of such beneficial interest in a
                    Restricted Global Note proposes to transfer such beneficial
                    interest to a Person who shall

                                      -26-

<PAGE>

                    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), if the
          Registrar or the Company so requests or the Applicable Procedures so
          require, an Opinion of Counsel in form reasonably acceptable to the
          Registrar 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 no
          longer 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 2.02 hereof or in accordance with a previously delivered Authentication
Order, the Trustee shall authenticate one or more Unrestricted Global Notes in
an aggregate principal amount equal to the aggregate principal amount of
beneficial interests transferred pursuant to subparagraph (B) or (D) above.

               (v)    Transfer or Exchange of Beneficial Interests in
          Unrestricted Global Notes for Beneficial Interests in Restricted
          Global Notes Prohibited. Beneficial interests in an Unrestricted
          Global Note cannot be exchanged for, or transferred to Persons who
          take delivery thereof in the form of, beneficial interests in a
          Restricted Global Note.

          (c)  Transfer or Exchange of Beneficial Interests in Global Notes for
Definitive Notes.

               (i)    Beneficial Interests in Restricted Global Notes to
          Restricted Definitive Notes. Subject to Section 2.06(a) hereof, if any
          holder of a beneficial interest in a Restricted Global Note proposes
          to exchange such beneficial interest for a Restricted Definitive Note
          or to transfer such beneficial interest to a Person who takes delivery
          thereof in the form of a Restricted Definitive Note, then, upon
          receipt by the Registrar and the Company 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;

                                      -27-

<PAGE>

                    (E)  if such beneficial interest is being transferred to an
               Institutional Accredited Investor in reliance on an exemption
               from the registration requirements of the Securities Act other
               than those listed in subparagraphs (B) through (D) above, a
               certificate to the effect set forth in Exhibit B hereto,
               including the certifications, certificates and Opinion of Counsel
               required by item (3) thereof, if applicable;

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

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

          the Trustee shall cause the aggregate principal amount of the
          applicable Global Note to be reduced accordingly pursuant to Section
          2.06(h) hereof, and the Company shall execute and upon receipt of an
          Authentication Order in accordance with Section 2.02 hereof or in
          accordance with a previously delivered Authentication Order, the
          Trustee shall authenticate and deliver to the Person designated in the
          instructions a Definitive Note in the appropriate principal amount.
          Any Restricted Definitive Note issued in exchange for a beneficial
          interest in a Restricted Global Note pursuant to this Section 2.06(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 Registrar through instructions from the
          Depositary and the Participant or Indirect Participant. The Trustee
          shall deliver such Restricted Definitive Notes to the Persons in whose
          names such Notes are so registered. Any Restricted Definitive Note
          issued in exchange for a beneficial interest in a Restricted Global
          Note pursuant to this Section 2.06(c)(i) shall bear the Private
          Placement Legend and shall be subject to all restrictions on transfer
          contained therein.

               (ii)   Notwithstanding Sections 2.06(c)(i)(A) and (C) hereof, a
          beneficial interest in the Regulation S Global Note may not be
          exchanged for a Definitive Note or transferred to a Person who takes
          delivery thereof in the form of a Definitive Note prior to (x) the
          expiration of the Distribution Compliance Period and (y) the receipt
          by the Registrar of any certificates required pursuant to Rule
          903(b)(3)(ii)(B) under the Securities Act, except in the case of a
          transfer pursuant to an exemption from the registration requirements
          of the Securities Act other than Rule 903 or Rule 904.

               (iii)  Beneficial Interests in Restricted Global Notes to
          Unrestricted Definitive Notes. Subject to Section 2.06(a) 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,
               makes any and all certifications in the applicable Letter of
               Transmittal;

                                      -28-

<PAGE>

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

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

                    (D)  the Registrar and the Company receive the following:

                         (1)  if the holder of such beneficial interest in a
                    Restricted Global Note proposes to exchange such beneficial
                    interest 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

                         (2)  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 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), if the
          Registrar or the Company so requests or if the Applicable Procedures
          so require, an Opinion of Counsel in form reasonably acceptable to the
          Registrar 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 no
          longer required in order to maintain compliance with the Securities
          Act.

Upon satisfaction of the conditions of any of the clauses of this Section
2.06(c)(iii), the Company shall execute, and, upon receipt of an Authentication
Order in accordance with Section 2.02 hereof or in accordance with a previously
delivered Authentication Order, the Trustee shall authenticate and deliver to
the Person designated in the instructions an Unrestricted Definitive Note in the
appropriate principal amount, and the Trustee shall cause the aggregate
principal amount of the applicable Restricted Global Note to be reduced in a
corresponding amount pursuant to Section 2.06(h) hereof.

               (iv)   Beneficial Interests in Unrestricted Global Notes to
          Unrestricted Definitive Notes. Subject to Section 2.06(a) hereof, if
          any holder of a beneficial interest in an Unrestricted Global Note
          proposes to exchange such beneficial interest for an Unrestricted
          Definitive Note or to transfer such beneficial interest to a Person
          who takes delivery thereof in the form of an Unrestricted Definitive
          Note, then, upon satisfaction of the applicable conditions set forth
          in Section 2.06(b)(ii) hereof, the Trustee shall cause the aggregate
          principal amount of the applicable Unrestricted Global Note to be
          reduced accordingly pursuant to Section 2.06(h) hereof, and the
          Company shall execute and, upon receipt of an Authentication Order in
          accordance with Section 2.02 hereof or in accordance with a previously
          delivered Authentication Order, the Trustee shall authenticate and
          deliver to the Person designated in the instructions an Unrestricted
          Definitive Note in the appropriate principal amount. Any Unrestricted
          Definitive Note issued in exchange for a beneficial interest pursuant
          to this Section 2.06(c)(iv) 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 Registrar through
          instructions from the Depositary and the Participant or Indirect
          Participant. The Trustee shall deliver such Unrestricted Definitive
          Notes to the Persons in whose names such Notes are so

                                      -29-

<PAGE>

          registered. Any Unrestricted Definitive Note issued in exchange for
          a beneficial interest pursuant to this Section 2.06(c)(iv) shall not
          bear the Private Placement Legend.

          (d)  Transfer and Exchange of Definitive Notes for Beneficial
Interests in Global Notes.

               (i)    Restricted Definitive Notes to Beneficial Interests in
          Restricted Global Notes. If any Holder of a Restricted Definitive Note
          proposes to exchange such Note for a beneficial interest in a
          Restricted Global Note or to transfer such Restricted 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
          Registrar and the Company of the following documentation:

                    (A)  if the Holder of such Restricted Definitive Note
               proposes to exchange such 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 Restricted Definitive Note is being transferred
               to a QIB in accordance with Rule 144A, a certificate to the
               effect set forth in Exhibit B hereto, including the
               certifications in item (1) thereof;

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

                    (E)  if such Restricted Definitive Note is being transferred
               to an Institutional Accredited Investor in reliance on an
               exemption from the registration requirements of the Securities
               Act other than those listed in subparagraphs (B) through (D)
               above, a certificate to the effect set forth in Exhibit B hereto,
               including the certifications, certificates and Opinion of Counsel
               required by item (3) thereof, if applicable;

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

          the Trustee shall cancel the Restricted Definitive Note, increase or
          cause to be increased the aggregate principal amount of, in the case
          of clause (A) above, the appropriate Restricted Global Note, in the
          case of clause (B) above, the 144A Global Note, in the case of clause
          (C) above, the Regulation S Global Note, and in all other cases, the
          IAI Global Note.

                                      -30-

<PAGE>

               (ii)   Restricted Definitive Notes to Beneficial Interests in
          Unrestricted Global Notes. A Holder of a Restricted Definitive Note
          may exchange such 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, makes any and all
               certifications in the applicable Letter of Transmittal;

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

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

                    (D)  the Registrar and the Company receives the following:

                         (1)  if the Holder of such Restricted Definitive Note
                    proposes to exchange such Note 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)(c) thereof; or

                         (2)  if the Holder of such Restricted Definitive Note
                    proposes to transfer such Note 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), if the
          Registrar and the Company request or if the Applicable Procedures so
          require, an Opinion of Counsel in form reasonably acceptable to the
          Registrar 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 no
          longer required in order to maintain compliance with the Securities
          Act.

               Upon satisfaction of the conditions of any of the subparagraphs
          in this Section 2.06(d)(ii), the Trustee shall cancel such Restricted
          Definitive Note and increase or cause to be increased the aggregate
          principal amount of the Unrestricted Global Note.

               (iii)  Unrestricted Definitive Notes to Beneficial Interests in
          Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note
          may exchange such Note for a beneficial interest in an Unrestricted
          Global Note or transfer such Unrestricted Definitive Note 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.

                                      -31-

<PAGE>

               (iv) Transfer or Exchange of Unrestricted Definitive Notes to
          Beneficial Interests in Restricted Global Notes Prohibited. An
          Unrestricted Definitive Note may not be exchanged for, or transferred
          to Persons who take delivery thereof in the form of, beneficial
          interests in a Restricted Global Note.

               (v)  Issuance of Unrestricted Global Notes. If any such
          exchange or transfer from a Definitive Note to a beneficial interest
          in an Unrestricted Global Note is effected pursuant to subparagraphs
          (ii)(B), (ii)(D) or (iii) 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 2.02
          hereof or in accordance with a previously delivered Authentication
          Order, the Trustee shall authenticate one or more Unrestricted Global
          Notes in an aggregate principal amount equal to the principal amount
          of Definitive Notes so transferred.

          (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 2.06(e), the 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 Registrar
the Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by such Holder's attorney, duly authorized in writing. In addition, the
requesting Holder shall provide any additional certifications, documents and
information, as applicable, required pursuant to the following provisions of
this Section 2.06(e).

               (i)  Restricted Definitive Notes to Restricted Definitive
          Notes. Any Restricted Definitive Note may be transferred to and
          registered in the name of Persons who take delivery thereof in the
          form of a Restricted Definitive Note if the Registrar receives the
          following:

                    (A)  if the transfer shall be made pursuant to Rule 144A,
               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, then the transferor must deliver a certificate in the
               form of Exhibit B hereto, including the certifications in item
               (2) thereof; and

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

               (ii) 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 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, makes any and all
               certifications in the applicable Letter of Transmittal;

                                      -32-

<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 Participating
               Broker-Dealer pursuant to the Exchange Offer Registration
               Statement in accordance with the Registration Rights Agreement;
               or

                    (D)  the Registrar and the Company receive the following:

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

                         (2)  if the Holder of such Restricted Definitive Notes
                    proposes to transfer such 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 and that the restrictions on transfer contained herein and in the
          Private Placement Legend are no longer required in order to maintain
          compliance with the Securities Act.

     Upon satisfaction of the conditions of any of the clauses of Section
2.06(e)(ii), the Trustee shall cancel the prior Restricted Definitive Note and
the Company shall execute, and, upon receipt of an Authentication Order in
accordance with Section 2.02 hereof or in accordance with a previously delivered
Authentication Order, the Trustee shall authenticate and deliver to the Person
designated in the instructions an Unrestricted Definitive Note in the
appropriate principal amount.

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

          (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 an Authentication Order in accordance with Section 2.02, the
Trustee shall authenticate (i) one or more Unrestricted Global Notes in an
aggregate principal amount equal to the principal amount of the beneficial
interests in the applicable Restricted Global Notes tendered for acceptance by
Persons that make any and all certifications in the applicable Letter of
Transmittal or are deemed to have made such certifications if delivery is made
through the Applicable Procedures as may be required by such Registration Rights
Agreement, and accepted for exchange in the Exchange Offer and (ii) Unrestricted
Definitive Notes in an aggregate principal amount equal to the principal amount
of the Restricted Definitive Notes tendered for acceptance by Persons who made
the foregoing certifications and accepted for exchange in the Exchange Offer.
Concurrently with the issuance of such 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 deliver to the Persons designated by the Holders of Restricted
Definitive Notes so accepted Unrestricted Definitive Notes in the appropriate
principal amount.

                                      -33-

<PAGE>

          (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 Indenture.

               (i)  Private Placement Legend.

                    (A)  Except as permitted by subparagraph (B) below, each
               Global Note and each Definitive Note (and all 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 RE-OFFERED, SOLD, ASSIGNED,
               TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
               ABSENCE OF SUCH REGISTRATION OR UNLESS THE TRANSACTION IS EXEMPT
               FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
               SECURITIES ACT. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE
               HEREOF (1) REPRESENTS THAT (A) IT IS A "QUALIFIED 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 WILL 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

                                      -34-

<PAGE>

               REGISTRAR SHALL HAVE THE RIGHT PRIOR TO ANY SUCH OFFER, SALE OR
               TRANSFER (I) PURSUANT TO CLAUSE (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 THE NOTE IS COMPLETED AND
               DELIVERED BY THIS TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE
               REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE
               RESTRICTION TERMINATION DATE. AS USED HEREIN, THE TERMS "OFFSHORE
               TRANSACTION," "U.S." AND "UNITED STATES 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 subparagraphs (b)(iv),
               (c)(ii),(c)(iii), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) of
               this Section 2.06 (and all Notes issued in exchange therefor or
               substitution thereof) shall not bear the Private Placement
               Legend.

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

               "UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
               SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE
               TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF
               THE DEPOSITARY, OR BY ANY SUCH NOMINEE OF THE DEPOSITARY, OR BY
               THE DEPOSITARY OR NOMINEE OF A SUCCESSOR DEPOSITARY, OR ANY
               NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
               DEPOSITARY. TRANSFERS OF THE GLOBAL SECURITY SHALL BE LIMITED TO
               TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO.,
               OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE, AND
               TRANSFERS OF PORTIONS OF THE GLOBAL SECURITY SHALL BE LIMITED TO
               TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
               THE INDENTURE"

               "UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
               REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
               CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION
               OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
               REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS
               REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
               HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
               REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), 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.

                                      -35-

<PAGE>

     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 2.11 hereof. 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 Notes represented
by such Global Note shall be reduced accordingly and an endorsement shall be
made on such Global Note by the Trustee or by 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 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 or by the Depositary at the direction of the Trustee to
reflect such increase.

          (i)  General Provisions Relating to Transfers and Exchanges.

               (i)    To permit registrations of transfers and exchanges, the
          Company shall execute and the Trustee shall authenticate Global Notes
          and Definitive Notes upon the Company's order.

               (ii)   No service charge shall be made to a holder of a
          beneficial interest in a Global Note or to a Holder of a Definitive
          Note for any registration of transfer or exchange, but the Company may
          require payment of a sum sufficient to cover any transfer tax or
          similar governmental charge payable in connection therewith (other
          than any such transfer taxes or similar governmental charge payable
          upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10,
          4.15 and 9.05 hereof).

               (iii)  The Registrar shall not be required to register the
          transfer of or to exchange any Note selected for redemption in whole
          or in part, except the unredeemed portion of any Note being redeemed
          in part.

               (iv)   All Global Notes and Definitive Notes issued upon any
          registration of transfer or exchange of Global Notes or Definitive
          Notes shall be the valid obligations of the Company, evidencing the
          same debt, and entitled to the same benefits under this Indenture, as
          the Global Notes or Definitive Notes surrendered upon such
          registration of transfer or exchange.

               (v)    The Registrar shall not be required (A) to issue, to
          register the transfer of or to exchange any Notes during a period
          beginning at the opening of business 15 days before the day of any
          selection of Notes for redemption under Section 3.02 hereof and ending
          at the close of business on the day of selection or (B) to register
          the transfer of or to exchange any Note so selected for redemption in
          whole or in part, except the unredeemed portion of any Note being
          redeemed in part.

               (vi)   The Trustee, any Agent and the Company may deem and treat
          the Person in whose name any Note is registered as the absolute owner
          of such Note for the purpose of receiving payment of principal of and
          interest on such Notes and for all other purposes, and none of the
          Trustee, any Agent or the Company shall be affected by notice to the
          contrary.

               (vii)  The Trustee shall authenticate Global Notes and Definitive
          Notes in accordance with the provisions of Section 2.02 hereof.

                                      -36-

<PAGE>

               (viii) All certifications, certificates and Opinions of Counsel
          required to be submitted to the Registrar pursuant to this Section
          2.06 to effect a registration of transfer or exchange may be submitted
          by facsimile.

               (ix)   The Trustee is hereby authorized and directed to enter
          into a letter of representations with the Depositary in the form
          provided by the Company and to act in accordance with such letter.

               (x)    Subject to compliance with any applicable additional
          requirements contained in this Article, when a Note is presented to
          the Registrar with a request to register a transfer thereof or to
          exchange such Note for an equal principal amount of Notes of other
          authorized denominations, the Registrar shall register the transfer or
          make the exchange as requested; provided, however, that every Note
          presented or surrendered for registration of transfer or exchange
          shall be duly endorsed or accompanied by an assignment form and, if
          applicable, a transfer certificate, each in the form included in
          Exhibit A attached hereto and in form satisfactory to the Registrar
          and each duly executed by the Holder thereof or its attorney duly
          authorized in writing. To permit registration of transfers and
          exchanges, upon surrender of any Note for registration of transfer or
          exchange at an office or agency maintained for such purpose pursuant
          to Section 2.3, the Company shall execute, and the Trustee shall
          authenticate, Notes of a like aggregate principal amount at the
          Registrar's request.

               (xi)   Any Registrar appointed pursuant to Section 2.3 shall
          provide to the Trustee such information as the Trustee may reasonably
          require in connection with the delivery by such Registrar of Notes
          upon transfer or exchange of Notes.

               (xii)  The Trustee shall have no obligation or duty to monitor,
          determine or inquire as to compliance with any restrictions on
          transfer imposed under this Indenture or under applicable law with
          respect to any transfer of any interest in any Note (including any
          transfers between or among Participants or other 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.

               (xiii) None of the Company, the Trustee or any Paying Agent will
          have any responsibility or liability for any aspect of the records
          relating to, or payments made on account of or transfers of,
          beneficial ownership interests in a Global Note or for maintaining,
          supervising or reviewing any records relating to such beneficial
          ownership interests.

               (xiv)  None of the Company, the Trustee or the Registrar shall
          have any liability for any acts or omissions of the Depositary, for
          any Depositary records of beneficial interests, for any transaction
          between the Depositary or any Participant and/or beneficial owners,
          for any transfers of beneficial interests in the Notes, or in respect
          of any transfers effected by the Depositary or by any Participant or
          any beneficial owner of any interest in any Notes held through any
          such Participant.

SECTION 2.07.  Replacement Notes.
               -----------------

     If any mutilated Note is surrendered to the Trustee or the Company and the
Trustee receives evidence to its satisfaction of the destruction, loss or theft
of any Note, the Company shall issue and the Trustee, upon receipt of an
Authentication Order or in accordance with a previously delivered

                                      -37-

<PAGE>

Authentication Order, shall authenticate a replacement Note if the Trustee's
requirements are met. If required by the Trustee or the Company, an indemnity
bond must be supplied by the Holder that is sufficient in the judgment of the
Trustee and the Company to protect the Company, the Trustee, any Agent and any
Authenticating Agent from any loss that any of them may suffer if a Note is
replaced. The Company and the Trustee may charge for their expenses in replacing
a Note.

     Every replacement Note issued in accordance with this Section 2.07 is an
additional obligation of the Company and any other obligor upon the Notes and
shall be entitled to all of the benefits of this Indenture equally and
proportionately with all other Notes duly issued hereunder.

SECTION 2.08.  Outstanding Notes.
               -----------------

     The Notes outstanding at any time are all the Notes authenticated by the
Trustee except for those canceled by it, those delivered to it for cancellation,
those reductions in the interest in a Global Note effected by the Trustee in
accordance with the provisions hereof, and those described in this Section as
not outstanding. Except as set forth in Section 2.09 hereof, a Note does not
cease to be outstanding because the Company or an Affiliate of the Company holds
the Note; however, Notes held by the Company or a Subsidiary shall not be deemed
to be outstanding for purposes of Section 3.07(b) hereof.

     If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser.

     If the principal amount of any Note is considered paid under Section 4.01
hereof, it ceases to be outstanding and interest on it ceases to accrue.

     If the Paying Agent (other than the Company, a Subsidiary or an Affiliate
of any thereof) holds, on a redemption date or maturity date, money sufficient
to pay Notes payable on that date, then on and after that date such Notes shall
be deemed to be no longer outstanding and shall cease to accrue interest.

SECTION 2.09.  Treasury Notes.
               --------------

     In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by the
Company, or by any Affiliate of the Company, shall be considered as though not
outstanding, except that for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Notes that a Responsible Officer of the Trustee actually knows are so owned
shall be so disregarded.

SECTION 2.10.  Temporary Notes.
               ---------------

     Until certificates representing Notes are ready for delivery, the Company
may prepare and the Trustee, upon receipt of an Authentication Order, shall
authenticate temporary Notes. Temporary Notes shall be substantially in the form
of certificated Notes but may have variations that the Company considers
appropriate for temporary Notes and as shall be reasonably acceptable to the
Trustee. Without unreasonable delay, the Company shall prepare and the Trustee
shall authenticate definitive Notes in exchange for temporary Notes.

     Holders of temporary Notes shall be entitled to all of the benefits of this
Indenture equally and proportionately with all other Notes duly issued
hereunder.

                                      -38-

<PAGE>

SECTION 2.11.  Cancellation.
               ------------

     The Company at any time may deliver Notes to the Trustee for cancellation.
The Registrar and Paying Agent shall forward to the Trustee any Notes
surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else shall cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall dispose
canceled Notes in accordance with customary practices (subject to the record
retention requirement of the Exchange Act). Certification of the disposal of all
canceled Notes shall be delivered to the Company. The Company may not issue new
Notes to replace Notes that it has paid or that have been delivered to the
Trustee for cancellation.

SECTION 2.12.  Defaulted Interest.
               ------------------

     If the Company defaults in a payment of interest on the Notes, it shall pay
the defaulted interest in any lawful manner plus, to the extent lawful, interest
payable on the defaulted interest, to the Persons who are Holders on a
subsequent special record date, in each case at the rate provided in the Notes
and in Section 4.01 hereof. The Company shall notify the Trustee in writing of
the amount of defaulted interest proposed to be paid on each Note and the date
of the proposed payment. The Company shall fix or cause to be fixed each such
special record date and payment date; provided that no such special record date
shall be less than 10 days prior to the related payment date for such defaulted
interest. At least 15 days before the special record date, the Company (or, upon
the written request of the Company, the Trustee in the name and at the expense
of the Company) shall mail or cause to be mailed to Holders a notice that states
the special record date, the related payment date and the amount of such
interest to be paid.

SECTION 2.13.  Issuance of Additional Notes.
               ----------------------------

     The Company shall be entitled, subject to its compliance with Section 4.09,
to issue Additional Notes under this Indenture which shall have identical terms
as the Initial Notes issued on the Issue Date or the Exchange Notes issued in
exchange for the Initial Notes, other than with respect to the date of issuance
and issue price, first payment of interest and rights under a related
Registration Rights Agreement, if any.

     With respect to any Additional Notes, the Company shall set forth in a
resolution of the Board of Directors and an Officers' Certificate, a copy of
each which shall be delivered to the Trustee, the following information:

          (a)  the aggregate principal amount of such Additional Notes to be
     authenticated and delivered pursuant to this Indenture;

          (b)  the issue price, the issue date and the CUSIP number and
     corresponding ISIN of such Additional Notes; and

          (c)  whether such Additional Notes shall be Transfer Restricted
     Securities and issued in the form of Initial Notes as set forth in Exhibit
     A to this Indenture or shall be issued in the form of Exchange Notes as set
     forth in Exhibit A to this Indenture.

SECTION 2.14.  One Class of Securities.
               -----------------------

     The Initial Notes issued on the Issue Date, any Additional Notes and all
Exchange Notes issued in exchange therefor shall be treated as a single class
for all purposes under this Indenture.

                                      -39-

<PAGE>

SECTION 2.15.  CUSIP, ISIN or Other Similar Numbers.
               ------------------------------------

     The Company in issuing the Notes may use "CUSIP," "ISIN" or other similar
numbers (if then generally in use), and, if so, the Trustee shall use "CUSIP,"
"ISIN" or other similar numbers in notices of redemption as a convenience to
Holders; provided that any such notice may state that no representation is made
as to the correctness of such numbers either as printed on the Notes or as
contained in any notice of a redemption and that reliance may be placed only on
the other identification numbers printed on the Notes, and any such redemption
shall not be affected by any defect in or omission of such numbers. The Company
shall promptly notify the Trustee of any change in the "CUSIP," "ISIN" or other
similar numbers.

                                   ARTICLE 3.

                            REDEMPTION AND PREPAYMENT
                            -------------------------

SECTION 3.01.  Notices to Trustee.
               ------------------

     If the Company elects to redeem Notes pursuant to the optional redemption
provisions of Section 3.07 hereof, the Company shall furnish to the Trustee, at
least 45 days but not more than 60 days before a redemption date, an Officers'
Certificate setting forth (i) the clause of this Indenture pursuant to which the
redemption shall occur, (ii) the redemption date, (iii) the principal amount of
Notes to be redeemed and (iv) the redemption price (expressed as a percentage or
principal amount).

SECTION 3.02.  Selection of Notes to Be Redeemed.
               ---------------------------------

     If less than all of the Notes are to be redeemed or purchased in an offer
to purchase at any time, the Trustee shall select the Notes to be redeemed or
purchased among the Holders of the Notes in compliance with the requirements of
the principal national securities exchange, if any, on which the Notes are
listed or, if the Notes are not so listed, on a pro rata basis, by lot or in
accordance with any other method the Trustee shall deem fair and appropriate;
provided that no Notes of $1,000 or less shall be redeemed in part. In the event
of partial redemption by lot, the particular Notes to be redeemed shall be
selected, unless otherwise provided herein, not less than 30 nor more than 60
days prior to the redemption date by the Trustee from the outstanding Notes not
previously called for redemption.

     The Trustee shall promptly notify the Company in writing of the Notes
selected for redemption and, in the case of any Note selected for partial
redemption, the principal amount thereof to be redeemed. Notes and portions of
Notes selected shall be in amounts of $1,000 or whole multiples of $1,000;
except that if all of the Notes of a Holder are to be redeemed, the entire
outstanding amount of Notes held by such Holder, even if not a multiple of
$1,000, shall be redeemed. Except as provided in the preceding sentence,
provisions of this Indenture that apply to Notes called for redemption also
apply to portions of Notes called for redemption.

SECTION 3.03.  Notice of Redemption.
               --------------------

     Subject to the provisions of Section 3.09 hereof, at least 30 days but not
more than 60 days before a redemption date, the Company shall mail or cause to
be mailed, by first class mail, a notice of redemption to each Holder whose
Notes are 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 Notes or a satisfaction and
discharge of this Indenture.

     The notice shall identify the Notes to be redeemed and shall state:

                                      -40-

<PAGE>

          (a)  the redemption date;

          (b)  the redemption price;

          (c)  if any Note is being redeemed in part, the portion of the
     principal amount of such Note to be redeemed and that, after the redemption
     date upon surrender of such Note, a new Note or Notes in principal amount
     equal to the unredeemed portion shall be issued upon cancellation of the
     original Note;

          (d)  the name and address of the Paying Agent;

          (e)  that Notes called for redemption must be surrendered to the
     Paying Agent to collect the redemption price;

          (f)  that, unless the Company defaults in making such redemption
     payment, interest on Notes called for redemption ceases to accrue on and
     after the redemption date;

          (g)  the paragraph of the Notes and/or Section of this Indenture
     pursuant to which the Notes called for redemption are being redeemed; and

          (h)  that no representation is made as to the correctness or accuracy
     of the CUSIP number, if any, listed in such notice or printed on the Notes.

     At the Company's request, the Trustee shall give the notice of redemption
in the Company's name and at its expense; provided, however, that the Company
shall have delivered to the Trustee, at least 45 days prior to the redemption
date, an Officers' Certificate requesting that the Trustee give such notice and
setting forth the information to be stated in such notice as provided in the
preceding paragraph.

SECTION 3.04.  Effect of Notice of Redemption.
               ------------------------------

     Once notice of redemption is mailed in accordance with Section 3.03 hereof,
Notes called for redemption shall become irrevocably due and payable on the
redemption date at the redemption price. A notice of redemption may not be
conditional.

SECTION 3.05.  Deposit of Redemption Price.
               ---------------------------

     Prior to 11:00 a.m. New York City time on the redemption date, the Company
shall deposit with the Trustee or with the Paying Agent money sufficient to pay
the redemption price of and accrued interest and Additional Interest, if any, on
all Notes to be redeemed on that date. Subject to applicable abandoned property
laws, the Trustee or the Paying Agent shall promptly, upon request, return to
the Company any money deposited with the Trustee or the Paying Agent by the
Company in excess of the amounts necessary to pay the redemption price of, and
accrued interest on, all Notes to be redeemed.

     If the Company complies with the provisions of the preceding paragraph, on
and after the redemption date, interest shall cease to accrue on the Notes or
the portions of Notes called for redemption. If a Note is redeemed on or after
an interest record date but on or prior to the related interest payment date,
then any accrued and unpaid interest shall be paid to the Person in whose name
such Note was registered at the close of business on such record date. If any
Note called for redemption shall not be so paid upon surrender for redemption
because of the failure of the Company to comply with the preceding paragraph,
interest shall be paid on the unpaid principal, from the redemption date until
such principal is paid, and to the extent lawful on any interest not paid on
such unpaid principal, in each case at the rate provided in the Notes and in
Section 4.01 hereof.

                                      -41-

<PAGE>

SECTION 3.06.  Notes Redeemed in Part.
               ----------------------

     Upon surrender of a Note that is redeemed in part, the Company shall issue
and, upon receipt of an Authentication Order, the Trustee shall authenticate for
the Holder at the expense of the Company a new Note equal in principal amount to
the unredeemed portion of the Note surrendered.

SECTION 3.07.  Optional Redemption.
               -------------------

          (a)  Except as set forth in clause (b) of this Section 3.07, the
Company shall not have the option to redeem the Notes pursuant to this Section
3.07 prior to March 15, 2009. Thereafter, the Company shall have the option to
redeem the Notes, in whole or in part, at the redemption prices (expressed as
percentages of principal amount) set forth below plus accrued and unpaid
interest and Additional Interest thereon, if any, to the applicable redemption
date (subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date), if redeemed during
the twelve-month period beginning on March 15 of the years indicated below:

YEAR                                           Percentage
-----------------------------------------      ----------
2009.....................................         104.313%
2010.....................................         102.875%
2011.....................................         101.438%
2012 and thereafter......................         100.000%

          (b)  Notwithstanding the provisions of clause (a) of this Section
3.07, at any time prior to March 15, 2007, the Company may on any one or more
occasions redeem up to 35% of the aggregate principal amount of Notes (including
any Additional Notes) issued under this Indenture at a redemption price equal to
108.625% of the principal amount thereof on the redemption date, plus accrued
and unpaid Additional Interest, if any, with the net cash proceeds of any public
or private offering of its Equity Interests (other than Disqualified Stock);
provided that (1) at least 65% of the aggregate principal amount of Notes
(including any Additional Notes) issued under this Indenture remains outstanding
immediately after the occurrence of such redemption (excluding Notes held by the
Company and its Subsidiaries); and (2) that such redemption shall occur within
120 days of the date of the closing of such offering.

          (c)  Any redemption pursuant to this Section 3.07 shall be made
pursuant to the provisions of Section 3.01 through 3.06 hereof.

SECTION 3.08.  Mandatory Redemption.
               --------------------

     The Company shall not be required to make mandatory redemption or sinking
fund payments with respect to the Notes.

SECTION 3.09.  Offer to Purchase by Application of Excess Proceeds.
               ---------------------------------------------------

     In the event that, pursuant to Section 4.10 hereof, the Company shall be
required to commence an offer to all Holders to purchase the maximum principal
amount of Notes and all other Indebtedness that is pari passu with the Notes
containing provisions similar to those set forth in this Indenture (an "Asset
Sale Offer") it shall follow the procedures specified below.

     The 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 Notes and such other pari
passu Indebtedness

                                      -42-

<PAGE>

required to be purchased pursuant to Section 4.10 hereof (the "Offer Amount")
or, if less than the Offer Amount has been tendered, all Notes and such other
pari passu Indebtedness tendered in response to the Asset Sale Offer. Payment
for any Notes so purchased shall be made in the same manner as interest payments
are made.

     If the Purchase Date is on or after an interest record date and on or
before the related interest payment date, any accrued and unpaid interest and
Additional Interest, if any, shall be paid to the Person in whose name a Note is
registered at the close of business on such record date, and no additional
interest shall be payable to Holders who tender Notes pursuant to the Asset Sale
Offer.

     Upon the commencement of an Asset Sale Offer, the Company shall send, by
first class mail, a notice to the Trustee and each of the Holders, with a copy
to the Trustee. The notice shall contain all instructions and materials
necessary to enable such Holders to tender Notes pursuant to the Asset Sale
Offer. The Asset Sale Offer shall be made to all Holders. The notice, which
shall govern the terms of the Asset Sale Offer, shall state:

          (a)  that the Asset Sale Offer is being made pursuant to this Section
     3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer
     shall remain open;

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

          (c)  that any Note not tendered or accepted for payment shall continue
     to accrue interest;

          (d)  that, unless the Company defaults in making such payment, any
     Note accepted for payment pursuant to the Asset Sale Offer shall cease to
     accrue interest after the Purchase Date;

          (e)  that Holders electing to have a Note purchased pursuant to an
     Asset Sale Offer may only elect to have all of such Note purchased and may
     not elect to have only a portion of such Note purchased;

          (f)  that Holders electing to have a Note purchased pursuant to any
     Asset Sale Offer shall be required to surrender the Note, with the form
     entitled "Option of Holder to Elect Purchase" on the reverse of the Note
     completed, or transfer by book-entry transfer, to the Company, a
     Depositary, if appointed by the Company, or a Paying Agent at the address
     specified in the notice at least three Business Days before the Purchase
     Date;

          (g)  that Holders shall be entitled to withdraw their election if the
     Company, the depositary or the Paying Agent, as the case may be, receives,
     not later than the expiration of the Offer Period, a telegram, telex,
     facsimile transmission or letter setting forth the name of the Holder, the
     principal amount of the Note the Holder delivered for purchase and a
     statement that such Holder is withdrawing his election to have such Note
     purchased;

          (h)  that, if the aggregate principal amount of Notes and such other
     pari passu Indebtedness tendered by Holders exceeds the Offer Amount, the
     Company shall select the Notes and such other pari passu Indebtedness to be
     purchased on a pro rata basis (with such adjustments as may be deemed
     appropriate by the Company so that only Notes in denominations of $1,000,
     or integral multiples thereof, shall be purchased); and

          (i)  that Holders whose Notes were purchased only in part shall be
     issued new Notes equal in principal amount to the unpurchased portion of
     the Notes surrendered (or transferred by book-entry transfer).

                                      -43-

<PAGE>

     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 Notes and such other pari passu Indebtedness or portions thereof
tendered pursuant to the Asset Sale Offer, or if less than the Offer Amount has
been tendered, all Notes, and such other pari passu Indebtedness or portions
thereof tendered, and shall deliver to the Trustee an Officers' Certificate
stating that such Notes, and such other pari passu Indebtedness or portions
thereof were accepted for payment by the Company in accordance with the terms of
this Section 3.09. The Company, the Depositary or the Paying Agent, as the case
may be, shall promptly (but in any case not later than five days after the
Purchase Date) mail or deliver to each tendering Holder an amount equal to the
purchase price of the Notes tendered by such Holder and accepted by the Company
for purchase, and the Company shall promptly issue a new Note, and the Trustee,
upon written request from the Company shall authenticate and mail or deliver
such new Note to such Holder, in a principal amount equal to any unpurchased
portion of the Note surrendered. Any 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 no later than the Purchase
Date.

     Other than as specifically provided in this Section 3.09, any purchase
pursuant to this Section 3.09 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 hereof.

                                   ARTICLE 4.

                                   COVENANTS
                                   ---------

SECTION 4.01.  Payment of Notes.
               ----------------

     The Company shall pay or cause to be paid the principal of or premium, if
any, Additional Interest, if any, or interest on the Notes on the dates and in
the manner provided in the Notes. Principal, premium, if any, interest and
Additional Interest, if any, shall be considered paid on the date due if the
Paying Agent, if other than the Company or a Subsidiary thereof, holds as of
11:00 a.m. Eastern Time on the due date money deposited by the Company in
immediately available funds and designated for and sufficient to pay all
principal of or premium, if any, Additional Interest, if any, or interest on the
Notes then due. The Company shall pay all Additional Interest, if any, in the
same manner on the dates and in the amounts set forth in the Registration Rights
Agreement.

     The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal at the rate equal to
1% per annum in excess of the then applicable interest rate on the Notes to the
extent lawful; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest and
Additional Interest (without regard to any applicable grace period) at the same
rate to the extent lawful.

     The Company shall make all interest, premium, if any, Additional Interest,
if any, and principal payments by wire transfer of immediately available funds
to any Holder who shall have given written directions to the Company or the
Paying Agent to make such payments by wire transfer pursuant to the wire
transfer instructions supplied to the Company or the Paying Agent by such Holder
on or prior to the applicable record date.

SECTION 4.02.  Maintenance of Office or Agency.
               -------------------------------

     The Company shall maintain in the Borough of Manhattan, the City of New
York, an office or agency (which may be an office of the Trustee or an affiliate
of the Trustee, Registrar or co-registrar) where Notes may be surrendered for
registration of transfer or for exchange and where notices and demands to or
upon the Company in respect of the Notes and this Indenture may be served. The
Company

                                      -44-

<PAGE>

shall give prompt written notice to the Trustee of the location, and any change
in the location, of such office or agency. If at any time the Company shall fail
to maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee.

     The Company may also from time to time designate one or more other offices
or agencies where the Notes may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations; provided, however,
that no such designation or rescission shall in any manner relieve the Company
of its obligation to maintain an office or agency in the Borough of Manhattan,
the City of New York for such purposes. The Company shall give prompt written
notice to the Trustee of any such designation or rescission and of any change in
the location of any such other office or agency.

     The Company hereby designates the New York Corporate Trust Office of the
Trustee as one such office or agency of the Company in accordance with Section
2.03.

SECTION 4.03.  Reports.
               -------

     Whether or not required by the Commission, so long as any Notes are
outstanding, the Company will furnish to the trustee and otherwise make
available on its website, within the time periods specified in the Commission's
rules and regulations:

          (i)  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

          (ii) 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.

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

     In addition, whether or not required by the Commission, the Company will
file a copy of all of the information and reports referred to in clauses (i) and
(ii) above with the Commission for public availability within the time periods
specified in the Commission's rules and regulations (unless the Commission will
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 Notes remain outstanding, they will furnish to
the holders and to prospective investors, upon their request, the information
required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

     The Company also shall comply with the other provisions of TIA Section
314(a). Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely conclusively on Officers' Certificates). The Trustee shall have
no duty or responsibility to review such reports, information or documents.

                                      -45-

<PAGE>

SECTION 4.04.  Compliance Certificate.
               ----------------------

          (a)  The Company shall deliver to the Trustee, within 90 days after
the end of each fiscal year of the Company, an Officers' Certificate stating
that a review of the activities of the Company and its Subsidiaries during the
preceding fiscal year has been made under the supervision of the signing
Officers with a view to determining whether the Company has kept, observed,
performed and fulfilled its obligations under this Indenture, and further
stating, as to each such Officer signing such certificate, that to the best of
his or her knowledge the Company has kept, observed, performed and fulfilled
each and every covenant contained in this Indenture and is not in default in the
performance or observance of any of the terms, provisions and conditions of this
Indenture (or, if a Default or Event of Default shall have occurred, describing
all such Defaults or Events of Default of which he or she may have knowledge and
what action the Company is taking or proposes to take with respect thereto) and
that to the best of his or her knowledge no event has occurred and remains in
existence by reason of which payments on account of the principal of or
interest, if any, on the Notes is prohibited or if such event has occurred, a
description of the event and what action the Company is taking or proposes to
take with respect thereto.

          (b)  The year-end financial statements delivered pursuant to Section
4.03(i) above shall be accompanied by a written statement of the Company's
independent public accountants (who shall be a firm of established national
reputation) to the effect that in making the examination necessary for
certification of such financial statements, nothing has come to their attention
that would lead them to believe that the Company has violated any provisions of
Article 4 or Article 5 hereof or, if any such violation has occurred, specifying
the nature and period of existence thereof, it being understood that such
accountants shall not be liable directly or indirectly to any Person for any
failure to obtain knowledge of any such violation.

          (c)  The Company shall, so long as any of the Notes are outstanding,
deliver to the Trustee, forthwith upon any Officer becoming aware of any Default
or Event of Default, an Officers' Certificate specifying such Default or Event
of Default and what action the Company is taking or proposes to take with
respect thereto.

SECTION 4.05.  Taxes.
               -----

     The Company shall pay or discharge or cause to be paid or discharged,
before the same shall become delinquent all material taxes, assessments, and
governmental charges levied or imposed upon the Company or any Subsidiary or
upon the income, profits or property of the Company or any Subsidiary, except
such as are contested in good faith and by appropriate proceedings or where the
failure to pay or discharge the same would not have a material adverse effect on
the ability of the Company to perform its obligations under the Notes or this
Indenture.

SECTION 4.06.  Stay, Extension and Usury Laws.
               ------------------------------

     The Company covenants (to the extent that it may lawfully do so) that it
shall not at any time insist upon, plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay, extension or usury law wherever
enacted, now or at any time hereafter in force, that may affect the covenants or
the performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it shall not, by resort to any such law, hinder, delay
or impede the execution of any power herein granted to the Trustee, but shall
suffer and permit the execution of every such power as though no such law has
been enacted.

                                      -46-

<PAGE>

SECTION 4.07.  Restricted Payments.
               -------------------

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

          (i)   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;

          (ii)  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;

          (iii) 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 Notes, except a payment of interest or principal at the
     Stated Maturity thereof; or

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

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

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

          (ii)  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 the first paragraph of
     Section 4.09; and

          (iii) such Restricted Payment, together with the aggregate amount of
     all other Restricted Payments made by the Company and its Restricted
     Subsidiaries after the Issue Date (excluding Restricted Payments permitted
     by clauses (ii), (iii) (iv), (vi) and (ix) of the next succeeding
     paragraph), is less than the sum, without duplication, of:

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

               (b)  100% of the aggregate net cash proceeds received by the
          Company (including the fair market value of any Permitted Business or
          assets used or useful in a Permitted Business to the extent acquired
          in consideration of Equity Interests (other than Disqualified Stock)
          of the Company) since the Issue Date as a contribution to its common
          equity capital or from the issue or sale of Equity Interests of the
          Company (other than

                                      -47-

<PAGE>

          Disqualified Stock and other than sales to a Restricted Subsidiary of
          the Company) or from the issue or sale of convertible or exchangeable
          Disqualified Stock or convertible or exchangeable debt securities of
          the Company that have been converted into or exchanged for such Equity
          Interests (other than Disqualified Stock or debt securities sold to a
          Subsidiary of the Company), plus

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

               (d)  to the extent that any Unrestricted Subsidiary of the
          Company is redesignated as a Restricted Subsidiary after the Issue
          Date, the lesser of (i) the fair market value of all Investments of
          the Company and any Restricted Subsidiary in such Subsidiary as of the
          date of such redesignation and (ii) the fair market value of the
          Company's and any Restricted Subsidiary's Investment in such
          Subsidiary as of the date on which such Subsidiary was originally
          designated as an Unrestricted Subsidiary.

     The preceding provisions shall not prohibit:

          (i)   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 Indenture;

          (ii)  the redemption, repurchase, retirement, defeasance or other
     acquisition of any subordinated Indebtedness of the Company or any
     Subsidiary Guarantor 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 (iii)(b) of
     the preceding paragraph;

          (iii) 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;

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

          (v)   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 $3.0 million in any
     twelve-month period;

          (vi)  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 or any of its Restricted
     Subsidiaries held by such trust;

                                      -48-

<PAGE>

          (vii)  payments on stock purchase contracts obligating the holders
     thereof to purchase common stock of the Company;

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

          (ix)   other Restricted Payments in an aggregate amount since the
     Issue Date not to exceed $50.0 million;

provided that, with respect to clauses (ii), (iii), (v) and (ix) above, no
Default or Event of Default shall have occurred and be continuing immediately
after such transaction.

     To the extent that the Company or any of its Restricted Subsidiaries is
obligated to make payments to holders of any of its debt securities that are
convertible into, or exchangeable for, Capital Stock of the Company or any of
its Restricted Subsidiaries in respect of any dividend or other payment or
distribution on account of such Capital Stock that would have been payable to
such holders had they converted or exchanged their debt securities for such
Capital Stock, such payments shall be treated as Restricted Payments.

     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 were computed,
together with a copy of any fairness opinion or appraisal required under this
Indenture.

SECTION 4.08.  Dividend and Other Payment Restrictions Affecting Subsidiaries.
               --------------------------------------------------------------

     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:

          (i)    pay dividends or make any other distributions on its Capital
     Stock to the Company or any of its Restricted 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;

          (ii)   make loans or advances to the Company or any of its Restricted
     Subsidiaries; or transfer any of its properties or assets to the Company or
     any of its Restricted Subsidiaries.

     However, the preceding restrictions applicable to dividends and other
payment restrictions shall not apply to encumbrances or restrictions existing
under or by reason of:

          (i)    agreements governing Existing Indebtedness and Credit
     Facilities as in effect on the Issue Date and other customary encumbrances
     and restrictions existing on or after the Issue Date that are not more
     restrictive, taken as a whole, with respect to such dividend and other

                                      -49-

<PAGE>

     payment restrictions than those contained in those agreements on the Issue
     Date; provided that the application of such restrictions or encumbrances to
     additional Restricted Subsidiaries not subject thereto on the Issue Date
     shall not be deemed to make such restrictions or encumbrances more
     restrictive;

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

          (iii)  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;

          (iv)   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 Indenture to be incurred;

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

          (vi)   purchase money obligations for property acquired in the
     ordinary course of business that impose restrictions on that property of
     the nature described in clause (iii) of the preceding paragraph;

          (vii)  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 of the Company, are necessary to
     effect such Qualified Receivables Transaction;

          (viii) 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;

          (ix)   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;

          (x)    Liens securing Indebtedness otherwise permitted to be incurred
     under the provisions of Section 4.12 that limit the right of the debtor to
     dispose of the assets subject to such Liens; and

          (xi)   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.

                                      -50-

<PAGE>

SECTION 4.09.  Incurrence of Indebtedness and Issuance of Preferred Stock.
               ----------------------------------------------------------

     The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee
or otherwise become directly or indirectly liable, contingently or otherwise,
with respect to (collectively, "incur") any Indebtedness (including Acquired
Debt), and the Company shall not issue any Disqualified Stock and shall not
permit any of its Restricted Subsidiaries to issue any shares of preferred
stock; provided, however, that the Company may incur Indebtedness (including
Acquired Debt) or issue Disqualified Stock, and any Restricted Subsidiary may
incur Indebtedness (including Acquired Debt) or issue preferred 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.

     The first paragraph of this Section 4.09 shall not prohibit the incurrence
of any of the following items of Indebtedness (collectively, "Permitted Debt"):

          (i)    the incurrence by the Company and any Restricted Subsidiary
     pursuant to this clause (i) 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 and its Subsidiaries thereunder), together with the
     principal component of amounts outstanding under Qualified Receivables
     Transactions, not to exceed $500.0 million at any time outstanding;

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

          (iii)  the incurrence by the Company of Indebtedness represented by
     the Notes to be issued on the Issue Date (and the related Exchange Notes to
     be issued pursuant to the registration rights agreement) and the incurrence
     by any Subsidiary Guarantor of a Subsidiary Guarantee of those Notes, any
     additional Notes of the same series and any related Exchange Notes;

          (iv)   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 Restricted Subsidiary, in an aggregate
     principal amount, including all Permitted Refinancing Indebtedness incurred
     to refund, refinance or replace any Indebtedness incurred pursuant to this
     clause (iv), not to exceed $40.0 million at any time outstanding;

          (v)    the incurrence by the Company or any of its Restricted
     Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the
     net proceeds of which are used to refund, refinance or replace Indebtedness
     (other than intercompany Indebtedness) that was incurred under the first
     paragraph of this covenant or clauses (ii), (iii) (v) or (xii) of this
     paragraph;

          (vi)   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:

                                      -51-

<PAGE>

                 (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 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;

                 (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 (vi); 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 (vi)
          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;

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

          (viii) 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 covenant; provided that in the
     event the Indebtedness that is being guaranteed is subordinated in right of
     payment to the Notes, then the Guarantee of that Indebtedness by the
     Company shall be subordinated in right of payment to the Notes;

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

          (x)    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);

          (xi)   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 (xi);

          (xii)  the incurrence by the Company or any Restricted Subsidiary of
     additional Indebtedness consisting of securities issued pursuant to the G&R
     Indentures in respect of claims relating to the Company's or any Restricted
     Subsidiary's obligations pursuant to agreements with gas, electric power
     and other energy suppliers that have been terminated as of the Issue Date;

                                      -52-

<PAGE>

          (xiii) 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 $40.0 million at any time outstanding;

          (xiv)  the issuance by the Company or any Restricted Subsidiary of up
     to $200.0 million of securities issued to secure Standard Securitization
     Undertakings entered into by the Company or any Restricted Subsidiary in
     connection with a Qualified Receivables Transaction; provided that the
     obligation of the Company or such Restricted Subsidiary 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 the Company or such Restricted
          Subsidiary 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 shall not be included for purposes of determining the
     aggregate amount outstanding under Credit Facilities that is permitted
     under clause (i) of the second paragraph of this Section.

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

          (xvi)  the incurrence by the Company or any of its Restricted
     Subsidiaries of additional Indebtedness to finance capital expenditures
     incurred pursuant to NPC's 2003 Resource Plan and SPPC's 2004 Resource Plan
     as approved or amended under order by the PUCN 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 (xvi); and

          (xvii) the incurrence by the Company or any Restricted Subsidiary of
     additional Indebtedness in an aggregate principal amount (or accreted
     value, as applicable) at any time outstanding, including all Permitted
     Refinancing Indebtedness incurred to refund, refinance or replace any
     Indebtedness incurred pursuant to this clause (xvii), not to exceed $75.0
     million at any time outstanding.

     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 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.

     For purposes of determining compliance with this Section 4.09:

          (i)    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 (i) through (xvii) above, or is
     entitled to be incurred pursuant to the first paragraph of this Section
     4.09, the Company shall be permitted to classify (or later classify or
     reclassify such Indebtedness,

                                      -53-

<PAGE>

     in whole or in part in its sole discretion) such item of Indebtedness in
     any manner that complies with this Section 4.09; and

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

SECTION 4.10.  Asset Sales.
               -----------

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

          (i)    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;

          (ii)   for any agreement to make an Asset Sale that is entered into
     after the Issue Date, the fair market value is determined by (a) an
     executive officer of the 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

          (iii)  at least 75% of the consideration received in the Asset Sale by
     the Company or such Restricted Subsidiary is in the form of cash or Cash
     Equivalents. 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.

     Within 365 days after the receipt of any Net Proceeds from an Asset Sale,
the Company or any applicable Restricted Subsidiary may apply those Net Proceeds
at its option:

          (i)    to repay senior Indebtedness of the Company or any Indebtedness
     of its Restricted Subsidiaries;

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

          (iii)  to make or enter into a definitive agreement to make a capital
     expenditure; or

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

                                      -54-

<PAGE>

     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 Indenture.

     Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the preceding paragraph shall constitute "Excess Proceeds." When the
aggregate amount of Excess Proceeds exceeds $25.0 million, the Company shall
make an Asset Sale Offer to all Holders of Notes and all Holders of other
Indebtedness that is pari passu with the Notes containing provisions similar to
those set forth in this Indenture with respect to offers to purchase or redeem
with the proceeds of sales of assets to purchase the maximum principal amount of
Notes and such other pari passu 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 of Notes plus accrued and unpaid interest and Additional
Interest, 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
Indenture. If the aggregate principal amount of Notes and other pari passu
Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess
Proceeds, the Trustee shall select the Notes and such other pari passu
Indebtedness to be purchased on a pro rata basis subject to authorized
denominations. Upon completion of each Asset Sale Offer, the amount of Excess
Proceeds (as identified by the Company in an Officer's Certificate) shall be
reset at zero.

     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 Sections 4.15 and 5.01 and not by the provisions of this
Section.

     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 each
repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the
provisions of any securities laws or regulations conflict with this Section, the
Company shall comply with the applicable securities laws and regulations and
shall not be deemed to have breached its obligations under the Asset Sale
provisions of this Indenture by virtue of such conflict.

SECTION 4.11.  Transactions with Affiliates.
               ----------------------------

     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:

          (i)    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

          (ii)   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 covenant and that such Affiliate
          Transaction has been approved by a majority of the disinterested
          members of the Board of Directors; and

                                      -55-

<PAGE>

                 (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 such Affiliate Transaction from a financial point of view issued by
          an accounting, appraisal or investment banking firm of national
          standing.

     The following items shall not be deemed to be Affiliate Transactions and,
therefore, shall not be subject to the provisions of the prior paragraph:

          (i)    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;

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

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

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

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

          (vi)   Permitted Investments pursuant to this Indenture and Restricted
     Payments that are permitted by the provisions of this Indenture in Section
     4.07;

          (vii)  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;

          (viii) transactions pursuant to any agreement in effect on the date of
     this Indenture as the same may be amended from time to time in any manner
     not materially less favorable to the Holders of the Notes;

          (ix)   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 aggregate
     amount not to exceed $2.0 million outstanding at any one time; and

          (x)    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.

SECTION 4.12.  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 Lien of any kind securing
Indebtedness, Attributable Debt or trade payables on any of their property or
assets, now owned or hereafter acquired, except Permitted Liens.

                                      -56-

<PAGE>

SECTION 4.13.  Business Activities.
               -------------------

     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.

SECTION 4.14.  Corporate Existence.
               -------------------

     Subject to Article 5 hereof, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect (i) its corporate
existence, and the corporate, partnership or other existence of each of its
Restricted Subsidiaries, in accordance with the respective organizational
documents (as the same may be amended from time to time) of the Company or any
such Restricted Subsidiary and (ii) the rights (charter and statutory), licenses
and franchises of the Company and its Subsidiaries; provided, however, that the
Company shall not be required to preserve any such right, license or franchise,
or the corporate, partnership or other existence of any of its Restricted
Subsidiaries, if the Board of Directors shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Company and
its Restricted Subsidiaries, taken as a whole, and that the loss thereof is not
adverse in any material respect to the Holders of the Notes.

SECTION 4.15.  Offer to Repurchase upon Change of Control.
               ------------------------------------------

          (a)  Upon the occurrence of a Change of Control, each Holder of Notes
shall have the right to require the Company to purchase all or any part (equal
to $1,000 in principal amount or an integral multiple thereof) of such Holder's
Notes pursuant to the offer described below (the "Change of Control Offer") at
an offer price in cash equal to 101% of the aggregate principal amount thereof
plus accrued and unpaid interest and Additional Interest thereon, if any
(subject to the right of Holders of record on the relevant record date to
receive interest and Additional Interest, if any, due on the relevant interest
payment date), to the date of purchase (the "Change of Control Payment"). Within
10 days following any Change of Control, the Company shall mail a notice to each
Holder stating: (i) that the Change of Control Offer is being made pursuant to
this Section 4.15 and that all Notes tendered shall be accepted for payment;
(ii) 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"); (iii) that any Note not tendered shall continue to
accrue interest; (iv) that, unless the Company defaults in the payment of the
Change of Control Payment, all Notes accepted for payment pursuant to the Change
of Control Offer shall cease to accrue interest after the Change of Control
Payment Date; (v) that Holders electing to have any Notes purchased pursuant to
a Change of Control Offer shall be required to surrender the Notes, with the
form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes
completed, 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; (vi) that Holders 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 facsimile
transmission or letter setting forth the name of the Holder, the principal
amount of Notes delivered for purchase, and a statement that such Holder is
withdrawing his election to have the Notes purchased; and (vii) that Holders
whose Notes are being purchased only in part shall be issued new 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.

          (b)  On the Change of Control Payment Date, the Company shall, to the
extent lawful, (i) accept for payment all Notes or portions thereof properly
tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying
Agent an amount equal to the Change of Control Payment in respect of all Notes
or portions thereof so tendered and (iii) deliver or cause to be delivered to
the Trustee the Notes so accepted together with an Officers' Certificate stating
the aggregate principal amount of Notes or

                                      -57-

<PAGE>

portions thereof being purchased by the Company. The Paying Agent shall promptly
mail to each Holder of Notes so tendered the Change of Control Payment for such
Notes, and the Trustee shall promptly authenticate and mail (or cause to be
transferred by book entry) to each Holder a new Note equal in principal amount
to any unpurchased portion of the Notes surrendered, if any; provided that each
such new Note shall be in a principal amount of $1,000 or an integral multiple
thereof.

          (c)  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 in this Indenture applicable to a Change of Control Offer
made by the Company and purchases all Notes validly tendered and not withdrawn
under such Change of Control Offer. The provisions under this Indenture relative
to the Company's obligations to make an offer to repurchase the Notes as a
result of a Change of Control may be waived or modified with the written consent
of the Holders of a majority in principal amount of the Notes then outstanding.

          (d)  The Company shall comply, to the extent applicable, with the
requirements of Rule 14e-1 of the Exchange Act and any other securities laws or
regulations applicable to any Change of Control Offer. To the extent that the
provisions of any such securities laws or securities regulations conflict with
the provisions of the covenant described above, the Company shall comply with
the applicable securities laws and regulations and shall not be deemed to have
breached its obligations under the covenant described above by virtue thereof.

SECTION 4.16.  Sale and Leaseback Transactions.
               -------------------------------

     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:

     (i)   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 the first paragraph of Section 4.09;

     (ii)  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

     (iii) 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 4.10;

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

SECTION 4.17.  Future Subsidiary Guarantees.
               ----------------------------

     The Company shall not permit any Restricted Subsidiary to guarantee the
payment of any Indebtedness of the Company unless (i) such Restricted Subsidiary
simultaneously executes and delivers to the trustee on behalf of the holders of
the Notes 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 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 Notes substantially to the same extent as such
Indebtedness is subordinated to the Notes; (ii) 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

                                      -58-

<PAGE>

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 Notes; and (iii) 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 paragraph shall
not be applicable to any guarantee of any Restricted Subsidiary that (A) existed
at the time such Person became a Restricted Subsidiary of the Company and (B)
was not incurred in connection with, or in contemplation of, such Person
becoming a Restricted Subsidiary of the Company.

     Notwithstanding the foregoing and the other provisions of this Indenture,
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:

     (i)  the sale or other disposition is in compliance with the applicable
provisions of this Indenture, including Section 4.10; and

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

SECTION 4.18.  Designation of Restricted and Unrestricted Subsidiaries.
               -------------------------------------------------------

     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 businesses currently operated by each of NPC and SPPC
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 the first paragraph of Section
4.07. That designation shall only be permitted if the Investment would be
permitted at that time and if the Restricted Subsidiary otherwise meets the
definition of an Unrestricted Subsidiary.

     The Board of Directors of the Company 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 4.09 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.

SECTION 4.19.  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 Notes for or as an inducement to any consent, waiver or
amendment of any of the terms or provisions of this Indenture or the Notes
unless such consideration is offered to be paid and is paid to all Holders of
the Notes that consent, waive

                                      -59-

<PAGE>

or agree to amend in the time frame set forth in the solicitation documents
relating to such consent, waiver or agreement.

SECTION 4.20.  Suspension of Certain Covenants.
               -------------------------------

     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 this Indenture, the Company and its Restricted
Subsidiaries shall not be subject to the following provisions of this Indenture:
Section 3.09, Section 4.07, Section 4.08, Section 4.09, Section 4.11, Section
4.13 and Section 4.18 (collectively, the "Suspended Covenants"); provided,
however, that the provisions in Section 4.03, Section 4.12, Section 4.15,
Section 4.16, Section 4.17, Section 4.19 and Section 5.01 of this Indenture
shall not be so suspended.

     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
paragraph and, subsequently, either of the Rating Agencies withdraws its ratings
or downgrades the ratings assigned to the Notes below the Investment Grade
Ratings so that the 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
Indenture (each such date of reinstatement being the "Reinstatement Date"),
including the preceding sentence. 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 4.07 as though such covenant
had been in effect during the entire period of time from which the 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.

                                   ARTICLE 5.

                                   SUCCESSORS
                                   ----------

SECTION 5.01.  Merger, Consolidation or Sale of Assets.
               ---------------------------------------

     The Company may 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:

          (i)    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;

          (ii)   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
     expressly assumes by supplemental indenture executed and delivered to the
     Trustee in form reasonably satisfactory to the Trustee;

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

                                      -60-

<PAGE>

          (iv)   immediately after 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, either 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 be permitted
     to incur at least $1.00 of additional Indebtedness pursuant to the Fixed
     Charge Coverage Ratio test set forth in the first paragraph of Section 4.09
     or the Fixed Charge Coverage Ratio of the Company or the surviving Person,
     as applicable, or of 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 (iv) shall be suspended
     during any period in which the Company and its Restricted Subsidiaries are
     not subject to the Suspended Covenants; and

          (v)    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
     covenant and that all conditions precedent provided for in this covenant
     relating to such transaction or series of transactions have been complied
     with.

     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 (iv) and (v) of this Section 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.

SECTION 5.02.  Successor Corporation Substituted.
               ---------------------------------

     Upon any consolidation or merger, or any sale, assignment, transfer, lease,
conveyance or other disposition of all or substantially all of the assets of the
Company in accordance with Section 5.01 hereof, the successor corporation formed
by such consolidation or into or with which the Company is merged or to which
such sale, assignment, transfer, lease, conveyance or other disposition is made
shall succeed to, and be substituted for (so that from and after the date of
such consolidation, merger, sale, lease, conveyance or other disposition, the
provisions of this Indenture referring to the Company shall refer instead to the
successor corporation and not to the Company), and may exercise every right and
power of the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein, provided, however, that
the predecessor company shall not be relieved from the obligation to pay the
principal of and interest on the Notes (and its obligations to the Trustee
pursuant to Section 7.07) except in the case of a sale of all of the Company's
assets that meets the requirements of Section 5.01 hereof.

                                   ARTICLE 6.

                              DEFAULTS AND REMEDIES
                              ---------------------

SECTION 6.01.  Events of Default.
               -----------------

     An "Event of Default" occurs if:

          (i)    the Company defaults for 30 days in the payment when due of
     interest on, or Additional Interest with respect to, the Notes;

                                      -61-

<PAGE>

          (ii)   the Company defaults in payment when due of the principal of,
     or premium, if any, on the Notes;

          (iii)  the Company or any of its Restricted Subsidiaries fails to
     comply with any of the provisions of Section 4.07, 4.09 or 5.01 hereof;

          (iv)   the Company or any of its Restricted Subsidiaries fails to
     comply with Section 4.10 or 4.15 for 30 days after notice to the Company by
     the Trustee;

          (v)    the Company or any of its Restricted Subsidiaries fails to
     observe or perform any of the other agreements in this Indenture or the
     Notes for 60 days after notice to the Company by the Trustee;

          (vi)   a default occurs 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, for so
     long as any of the 7.25% Convertible Notes due 2010 are outstanding, any of
     its Restricted Subsidiaries (or the payment of which is guaranteed by the
     Company or, for so long as any of the 7.25% Convertible Notes due 2010 are
     outstanding, any of its Restricted Subsidiaries) whether such Indebtedness
     or guarantee now exists, or is created after the Issue Date, if that
     default:

                 (a)  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

                 (b)  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 $10.0 million or more;

          (vii)  a final judgment or final judgments for the payment of money
     are entered by a court or courts of competent jurisdiction against the
     Company or any of its Subsidiaries and such judgment or judgments remain
     unpaid or undischarged for a period (during which execution shall not be
     effectively stayed) of 60 days; provided that the aggregate of all such
     undischarged judgments exceeds $10.0 million;

          (viii) the Company or any of its Significant Subsidiaries or any group
     of Restricted Subsidiaries that, taken as a whole, would constitute a
     Significant Subsidiary pursuant to or within the meaning of Bankruptcy Law:

                 (a)  commences a voluntary case,

                 (b)  consents to the entry of an order for relief against it in
          an involuntary case,

                 (c)  consents to the appointment of a Custodian of it or for
          all or substantially all of its property,

                 (d)  makes a general assignment for the benefit of its
          creditors, or

                                      -62-

<PAGE>

                 (e)  generally is not paying its debts as they become due; or

          (ix)   a court of competent jurisdiction enters an order or decree
     under any Bankruptcy Law that:

                 (a)  is for relief against the Company or any of its Restricted
          Subsidiaries that is a Significant Subsidiary in an involuntary case;

                 (b)  appoints a Custodian of the Company or any of its
          Restricted Subsidiaries that is a Significant Subsidiary or for all or
          substantially all of the property of the Company or any of its
          Restricted Subsidiaries that is a Significant Subsidiary; or

                 (c)  orders the liquidation of the Company or any of its
          Restricted Subsidiaries that is a Significant Subsidiary; and the
          order or decree remains unstayed and in effect for 60 consecutive
          days.

SECTION 6.02.  Acceleration.
               ------------

     If any Event of Default (other than an Event of Default specified in clause
(viii) or (ix) of Section 6.01 hereof) occurs and is continuing, the Trustee or
the Holders of at least 25% in principal amount of the then outstanding Notes
may declare all the Notes to be due and payable immediately. Notwithstanding the
foregoing, if an Event of Default specified in clause (viii) or (ix) of Section
6.01 hereof occurs, all outstanding Notes shall become due and payable
immediately without further action or notice. The Holders of a majority in
aggregate principal amount of the Notes then outstanding by notice to the
Trustee may on behalf of the Holders of all the Notes waive any existing Default
or Event of Default and its consequences under this Indenture except a
continuing Default or Event of Default in the payment of interest or Additional
Interest on, or the principal of, the Notes.

SECTION 6.03.  Other Remedies.
               --------------

     If an Event of Default occurs and is continuing, the Trustee may pursue any
available remedy to collect the payment of principal, premium on, Additional
Interest, if any, and interest on the Notes or to enforce the performance of any
provision of the Notes or this Indenture.

     The Trustee may maintain a proceeding even if it does not possess any of
the Notes or does not produce any of them in the proceeding. A delay or omission
by the Trustee or any Holder of a Note in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

SECTION 6.04.  Waiver of Past Defaults.
               -----------------------

     Holders of not less than a majority in aggregate principal amount of the
then outstanding Notes by notice to the Trustee may on behalf of the Holders of
all of the Notes waive an existing Default or Event of Default and its
consequences hereunder, except a continuing Default or Event of Default in the
payment of the principal of, premium and Additional Interest on, or interest on
the Notes (including in connection with an offer to purchase); provided,
however, that the Holders of a majority in aggregate principal amount of the
then outstanding Notes may rescind an acceleration and its consequences,
including any related payment default that resulted from such acceleration. Upon
any such waiver, such Default shall cease to exist, and any Event of Default
arising therefrom shall be deemed to have been cured for every purpose of this
Indenture, but no such waiver shall extend to any subsequent or other Default or
impair any right consequent thereon.

                                      -63-

<PAGE>

SECTION 6.05.  Control by Majority.
               -------------------

     Holders of a majority in principal amount of the then outstanding Notes may
direct the time, method and place of conducting any proceeding for exercising
any remedy available to the Trustee or exercising any trust or power conferred
on it. However, the Trustee may refuse to follow any direction that conflicts
with law or this Indenture that the Trustee determines may be unduly prejudicial
to the rights of other Holders of Notes or that may involve the Trustee in
personal liability.

SECTION 6.06.  Limitation on Suits.
               -------------------

     A Holder of a Note may pursue a remedy with respect to this Indenture or
the Notes only if:

          (a)  the Holder of a Note gives to the Trustee written notice of a
     continuing Event of Default;

          (b)  the Holders of at least 25% in principal amount of the then
     outstanding Notes make a written request to the Trustee to pursue the
     remedy;

          (c)  such Holder of a Note or Holders of Notes offer and, if
     requested, provide to the Trustee indemnity satisfactory to the Trustee
     against any loss, liability or expense;

          (d)  the Trustee does not comply with the request within 60 days after
     receipt of the request and the offer and, if requested, the provision of
     indemnity; and

          (e)  during such 60-day period the Holders of a majority in principal
     amount of the then outstanding Notes do not give the Trustee a direction
     inconsistent with the request.

     A Holder of a Note may not use this Indenture to prejudice the rights of
another Holder of a Note or to obtain a preference or priority over another
Holder of a Note.

SECTION 6.07.  Rights of Holders of Notes to Receive Payment.
               ---------------------------------------------

     Notwithstanding any other provision of this Indenture, the right of any
Holder of a Note to receive payment of principal, premium and Additional
Interest, if any, and interest on the Note, on or after the respective due dates
expressed in the Note (including in connection with an offer to purchase), or to
bring suit for the enforcement of any such payment on or after such respective
dates, shall not be impaired or affected without the consent of such Holder.

SECTION 6.08.  Collection Suit by Trustee.
               --------------------------

     If an Event of Default specified in Section 6.01(i) or (ii) occurs and is
continuing, the Trustee is authorized to recover judgment in its own name and as
trustee of an express trust against the Company for the whole amount of
principal of, premium and Additional Interest, if any, and interest remaining
unpaid on the Notes and interest on overdue principal and, to the extent lawful,
interest and such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

SECTION 6.09.  Trustee May File Proofs of Claim.
               --------------------------------

     The Trustee is authorized to file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the

                                      -64-

<PAGE>

Holders of the Notes allowed in any judicial proceedings relative to the Company
(or any other obligor upon the Notes), its creditors or its property and shall
be entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any custodian in any such
judicial proceeding is hereby authorized by each Holder to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof. To the extent that the payment of any such compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 7.07 hereof out of the estate in
any such proceeding, shall be denied for any reason, payment of the same shall
be secured by a Lien on, and shall be paid out of, any and all distributions,
dividends, money, securities and other properties that the Holders may be
entitled to receive in such proceeding whether in liquidation or under any plan
of reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

SECTION 6.10.  Priorities.
               ----------

     After an Event of Default, any money or other property distributable in
respect of the Company's obligations under this Indenture shall be paid in the
following order:

          First: to the Trustee (including any predecessor Trustee), its agents
     and attorneys for amounts due under Section 7.07 hereof, including payment
     of all compensation, expense and liabilities incurred, and all advances
     made, by the Trustee and the costs and expenses of collection;

          Second: to Holders of Notes for amounts due and unpaid on the Notes
     for principal, premium and Additional Interest, if any, and interest,
     ratably, without preference or priority of any kind, according to the
     amounts due and payable on the Notes for principal, premium and Additional
     Interest, if any and interest, respectively; and

          Third: to the Company or to such party as a court of competent
     jurisdiction shall direct in writing.

     The Trustee may fix a record date and payment date for any payment to
Holders of Notes pursuant to this Section 6.10.

SECTION 6.11.  Undertaking for Costs.
               ---------------------

     In any suit for the enforcement of any right or remedy under this Indenture
or in any suit against the Trustee for any action taken or omitted by it as a
Trustee, a court in its discretion may require the filing by any party litigant
in the suit of an undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in the suit, having due regard to the
merits and good faith of the claims or defenses made by the party litigant. This
Section does not apply to a suit by the Trustee, a suit by a Holder of a Note
pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in
principal amount of the then outstanding Notes.

                                      -65-

<PAGE>

                                   ARTICLE 7.

                                     TRUSTEE
                                     -------

SECTION 7.01.  Duties of Trustee.
               -----------------

          (a)  If an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in its exercise, as a
prudent person would exercise or use under the circumstances in the conduct of
such person's own affairs.

          (b)  Except during the continuance of an Event of Default:

               (i)   the duties of the Trustee shall be determined solely by the
          express provisions of this Indenture and the Trustee need perform only
          those duties that are specifically set forth in this Indenture and no
          others, and no implied covenants or obligations shall be read into
          this Indenture against the Trustee; and

               (ii)  in the absence of bad faith on its part, the Trustee may
          conclusively rely, as to the truth of the statements and the
          correctness of the opinions expressed therein, upon certificates or
          opinions furnished to the Trustee and conforming to the requirements
          of this Indenture. However, the Trustee shall examine the certificates
          and opinions to determine whether or not they conform to the
          requirements of this Indenture.

          (c)  The Trustee may not be relieved from liabilities for its own
negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

               (i)   this paragraph does not limit the effect of paragraph (b)
          or (d) of this Section;

               (ii)  the Trustee shall not be liable for any error of judgment
          made in good faith by a Responsible Officer, unless it is proved that
          the Trustee was negligent in ascertaining the pertinent facts; and

               (iii) the Trustee shall not be liable with respect to any action
          it takes or omits to take in good faith in accordance with a direction
          received by it pursuant to Section 6.05 hereof.

          (d)  Whether or not therein expressly so provided, every provision of
this Indenture that in any way relates to the Trustee is subject to paragraphs
(a), (b), (c) and (e) of this Section.

          (e)  No provision of this Indenture shall require the Trustee to
expend or risk its own funds or incur any liability. The Trustee shall be under
no obligation to exercise any of its rights and powers under this Indenture at
the request of any Holders, unless such Holder shall have offered to the Trustee
security and indemnity satisfactory to it against any loss, liability or
expense.

          (f)  The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Company.
Money held in trust by the Trustee need not be segregated from other funds
except to the extent required by law.

                                      -66-

<PAGE>

SECTION 7.02.  Rights of Trustee.
               -----------------

          (a)  The Trustee may, in the absence of bad faith on its part,
conclusively rely upon any document believed by it to be genuine and to have
been signed or presented by the proper Person. The Trustee need not investigate
any fact or matter stated in the document.

          (b)  Before the Trustee acts or refrains from acting, it may require
an Officers' Certificate or an Opinion of Counsel or both. The Trustee shall not
be liable for any action it takes or omits to take in good faith in reliance on
such Officers' Certificate or Opinion of Counsel. The Trustee may consult with
counsel selected by it and the advice of such counsel or any Opinion of Counsel
shall be full and complete authorization and protection from liability in
respect of any action taken, suffered or omitted by it hereunder in good faith
and in reliance thereon.

          (c)  The Trustee may act through its attorneys and agents and shall
not be responsible for the misconduct or negligence of any agent or attorney
appointed with due care.

          (d)  The Trustee shall not be liable for any action it takes or omits
to take in good faith that it believes to be authorized or within the rights or
powers conferred upon it by this Indenture.

          (e)  Unless otherwise specifically provided in this Indenture, any
demand, request, direction or notice from the Company shall be sufficient if
signed by an Officer of the Company.

          (f)  The Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction of
any of the Holders unless such Holders shall have offered to the Trustee
security or indemnity reasonably satisfactory to it against the costs, expenses
and liabilities that might be incurred by it in compliance with such request or
direction.

          (g)  Any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order and any resolution
of the Board of Directors may be sufficiently evidenced by a Board Resolution.

          (h)  The Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document, but the
Trustee, in its discretion, may make such further inquiry or investigation into
such facts or matters as it may see fit, and, if the Trustee shall determine to
make such further inquiry or investigation, it shall be entitled to examine, to
the extent necessary and consistent with each inquiry or investigation, the
books, records and premises of the Company, personally or by agent or attorney
at the sole cost of the Company and shall incur no liability or additional
liability of any kind by reason of such inquiry or investigation.

          (i)  The Trustee shall not be deemed to have notice, nor shall it be
charged with knowledge, of any Default or Event of Default unless a Responsible
Officer of the Trustee has actual knowledge thereof or unless written notice of
such Default or Event of Default is received by the Trustee at the Corporate
Trust Office of the Trustee, and such notice references the Notes and this
Indenture.

          (j)  The rights, privileges, protections, immunities and benefits
given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each
of its capacities hereunder, and to each agent, custodian and other Person
employed to act hereunder.

          (k)  The Trustee may request that the Company deliver an Officers'
Certificate setting forth the names of individuals and/or titles or officers
authorized at such time to take specified actions

                                      -67-

<PAGE>

pursuant to this Indenture, which Officers' Certificate may be signed by any
person authorized to sign an Officers' Certificate, including any person
specified as so authorized in any such certificate previously delivered and not
superseded.

          (l)  In no event shall the Trustee be responsible for liable for
special, indirect, or consequential loss or damage of any kind whatsoever
(including, but not limited to, loss of profit) irrespective of whether the
Trustee has been advised of the likelihood of such loss or damage and regardless
of the form of action.

          (m)  The Trustee shall not be responsible or liable for any failure or
delay in the performance of its obligations under this Indenture arising out of
or caused, directly or indirectly, by circumstances beyond its reasonable
control, including, without limitation, acts of God; earthquakes; fire; flood;
terrorism; wars and other military disturbances; sabotage; epidemics; riots;
interruptions; loss or malfunctions of utilities, computer (hardware or
software) or communication services; accidents; labor disputes; acts of civil or
military authority and governmental action.

SECTION 7.03.  Individual Rights of Trustee.
               ----------------------------

     The Trustee in its individual or any other capacity may become the owner or
pledgee of Notes and may otherwise deal with the Company or any Affiliate of the
Company with the same rights it would have if it were not Trustee. However, in
the event that the Trustee acquires any conflicting interest it must eliminate
such conflict within 90 days, apply to the Commission for permission to continue
as trustee or resign. Any Agent may do the same with like rights and duties. The
Trustee is also subject to Sections 7.10 and 7.11 hereof.

SECTION 7.04.  Trustee's Disclaimer.
               --------------------

     The Trustee shall not be responsible for and makes no representation as to
the validity or adequacy of this Indenture or the Notes, it shall not be
accountable for the Company's use of the proceeds from the Notes or any money
paid to the Company or upon the Company's direction under any provision of this
Indenture, it shall not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it shall not be
responsible for any statement or recital herein or any statement in the Notes or
any other document in connection with the sale of the Notes or pursuant to this
Indenture other than its certificate of authentication.

SECTION 7.05.  Notice of Defaults.
               ------------------

     If a Default or Event of Default occurs and is continuing and if it is
actually known to a Responsible Officer of the Trustee, the Trustee shall mail
to Holders of Notes a notice of the Default or Event of Default within 90 days
after it occurs. Except in the case of a Default or Event of Default in payment
of principal of, premium and Additional Interest, if any, or interest on any
Note, the Trustee may withhold the notice if and so long as a committee of its
Responsible Officers in good faith determines that withholding the notice is in
the interests of the Holders of the Notes.

SECTION 7.06.  Reports by Trustee to Holders of the Notes.
               ------------------------------------------

     Within 60 days after each May 15 beginning with the May 15 following the
Issue Date, and for so long as Notes remain outstanding, the Trustee shall mail
to the Holders of the Notes a brief report dated as of such reporting date that
complies with TIA Section 313(a) (but if no event described in TIA Section
313(a) has occurred within the twelve months preceding the reporting date, no
report need be transmitted). The

                                      -68-

<PAGE>

Trustee also shall comply with TIA Section 313(b)(2) to the extent applicable.
The Trustee shall also transmit by mail all reports as required by TIA Section
313(c).

     A copy of each report at the time of its mailing to the Holders of Notes
shall be mailed to the Company and filed with the Commission and each stock
exchange on which the Notes are listed in accordance with TIA Section 313(d).
The Company shall promptly notify the Trustee when the Notes are listed on any
stock exchange or any delisting thereof.

SECTION 7.07.  Compensation and Indemnity.
               --------------------------

     The Company shall pay to the Trustee from time to time reasonable
compensation for its acceptance of this Indenture and services hereunder. The
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company shall reimburse the Trustee promptly
upon written request for all reasonable disbursements, advances and expenses
incurred or made by it in addition to the compensation for its services. Such
expenses shall include the reasonable compensation, disbursements and expenses
of the Trustee's agents and counsel.

     The Company shall indemnify the Trustee against any and all losses,
liabilities or expenses incurred by it arising out of or in connection with the
acceptance or administration of its duties under this Indenture, including the
costs and expenses of enforcing this Indenture against the Company (including
this Section 7.07) and defending itself against any claim (whether asserted by
the Company or any Holder or any other person) or liability in connection with
the exercise or performance of any of its powers or duties hereunder, except to
the extent any such loss, liability or expense may be attributable to its
negligence or bad faith. The Trustee shall notify the Company promptly of any
claim for which it may seek indemnity. Failure by the Trustee to so notify the
Company shall not relieve the Company of its obligations hereunder. The Company
shall defend the claim and the Trustee shall cooperate in the defense. The
Trustee may have separate counsel and the Company shall pay the reasonable fees
and expenses of such counsel. The Company need not pay for any settlement made
without its consent, which consent shall not be unreasonably withheld.

     The obligations of the Company under this Section 7.07 shall survive the
resignation or removal of the Trustee, the satisfaction and discharge of this
Indenture and the termination of this Indenture.

     To secure the Company's payment obligations in this Section, the Trustee
shall have a Lien prior to the Notes on all money or property held or collected
by the Trustee, except that held in trust to pay principal and interest on
particular Notes. Such Lien shall survive the resignation or removal of the
Trustee, the satisfaction and discharge of this Indenture and the termination of
this Indenture.

     In addition and without prejudice to its rights hereunder, when the Trustee
incurs expenses or renders services after an Event of Default specified in
Section 6.01(viii) or (ix) hereof occurs, the expenses and the compensation for
the services (including the fees and expenses of its agents and counsel) are
intended to constitute expenses of administration under any Bankruptcy Law.

SECTION 7.08.  Replacement of Trustee.
               ----------------------

     A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section.

     The Trustee may resign in writing at any time and be discharged from the
trust hereby created by so notifying the Company. The Holders of Notes of a
majority in principal amount of the then outstanding Notes may remove the
Trustee by so notifying the Trustee and the Company in writing. The Company may
remove the Trustee if:

                                      -69-

<PAGE>

          (a)  the Trustee fails to comply with Section 7.10 hereof;

          (b)  the Trustee is adjudged a bankrupt or an insolvent or an order
     for relief is entered with respect to the Trustee under any Bankruptcy Law;

          (c)  a Custodian or public officer takes charge of the Trustee or its
     property; or

          (d)  the Trustee becomes incapable of acting.

     If the Trustee resigns or is removed or if a vacancy exists in the office
of Trustee for any reason, the Company shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount of the then outstanding Notes may appoint a
successor Trustee to replace the successor Trustee appointed by the Company.

     If a successor Trustee does not take office within 30 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or the
Holders of Notes of at least 10% in principal amount of the then outstanding
Notes may petition any court of competent jurisdiction for the appointment of a
successor Trustee.

     If the Trustee, after written request by any Holder of a Note who has been
a Holder of a Note for at least six months, fails to comply with Section 7.10,
such Holder of a Note may petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee.

     A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company. Thereupon, the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture. The successor Trustee shall mail a notice of its succession to
Holders of the Notes. The retiring Trustee shall promptly transfer all property
held by it as Trustee to the successor Trustee; provided all sums owing to the
Trustee hereunder have been paid and subject to the Lien provided for in Section
7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section
7.08, the Company's obligations under Section 7.07 hereof shall continue for the
benefit of the retiring Trustee.

SECTION 7.09.  Successor Trustee by Merger, etc.
               --------------------------------

     If the Trustee consolidates, merges or converts into, or transfers all or
substantially all of its corporate trust business to, another Person, the
successor Person without any further act shall be the successor Trustee.

SECTION 7.10.  Eligibility; Disqualification.
               -----------------------------

     There shall at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least $50 million
as set forth in its most recent published annual report of condition.

     This Indenture shall always have a Trustee who satisfies the requirements
of TIA Section 310(a)(1), (2) and (5). The Trustee is subject to TIA Section
310(b).

     For purposes of Section 310(b)(1) of the TIA and to the extent permitted
thereby, the Trustee shall not be deemed to have a conflicting interest arising
from its capacity as trustee in respect of the (i) the Indenture, dated as of
May 1, 2000, between the Company and The Bank of New York, as trustee,

                                      -70-

<PAGE>

pursuant to which the Company's 8 3/4% Notes due 2005 and 7.93% Senior Notes due
2007 are outstanding, (ii) the Indenture, dated as of February 14, 2003, between
the Company and The Bank of New York, as trustee, pursuant to which the
Company's 7.25% Convertible Notes due 2010 are outstanding and (iii) the
Purchase Contract Agreement, dated as November 16, 2001, between the Company and
The Bank of New York, as purchase contract agent, pursuant to which the
Company's Premium Income Equity Securities are outstanding. Nothing herein shall
prohibit the Trustee from making the application to the Commission referred to
in the penultimate paragraph of Section 310(b) of the TIA.

SECTION 7.11.  Preferential Collection of Claims Against the Company.
               -----------------------------------------------------

     The Trustee is subject to TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.

                                   ARTICLE 8.

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE
                    ----------------------------------------

SECTION 8.01.  Option to Effect Legal Defeasance or Covenant Defeasance.
               --------------------------------------------------------

     When (i) the Company delivers to the Trustee all outstanding Notes (other
than Notes replaced pursuant to Section 2.07) for cancellation or (ii) all
outstanding Notes have become due and payable, whether at maturity or as a
result of the mailing of a notice of redemption pursuant to Article 3 hereof and
the Company irrevocably deposits with the Trustee funds sufficient to pay at
maturity or upon redemption all outstanding Notes, including interest thereon to
maturity or such redemption date (other than Notes replaced pursuant to Section
2.07), and if in either case the Company pays all other sums payable hereunder
by the Company, then this Indenture shall, subject to the proviso set forth in
Section 8.02, cease to be of further effect. The Company may, at the option of
its Board of Directors evidenced by a resolution set forth in an Officers'
Certificate, at any time, elect to have either Section 8.02 or 8.03 hereof
applied to all outstanding Notes upon compliance with the conditions set forth
below in this Article Eight.

SECTION 8.02.  Legal Defeasance and Discharge.
               ------------------------------

     Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be deemed to have been
discharged from all of its obligations with respect to all outstanding Notes and
this Indenture on the date the conditions set forth below are satisfied
(hereinafter, "Legal Defeasance"). For this purpose, Legal Defeasance means that
the Company shall be deemed to have paid and discharged the entire Indebtedness
represented by the outstanding Notes, which shall thereafter be deemed to be
"outstanding" only for the purposes of Section 8.05 hereof and the other
Sections of this Indenture referred to in (a) and (b) below, and to have
satisfied all its other obligations under such Notes and this Indenture (and the
Trustee, on demand of and at the expense of the Company, shall execute proper
instruments acknowledging the same); provided that the following provisions
which shall survive until otherwise terminated or discharged hereunder: (a) the
rights of Holders of outstanding Notes to receive solely from the trust fund
described in Section 8.04 hereof, and as more fully set forth in such Section,
payments in respect of the principal of or premium, if any, Additional Interest,
if any, or interest on the Notes when such payments are due, (b) the Company's
obligations with respect to such Notes under Article 2 and Section 4.02 hereof,
(c) the rights, powers, trusts, duties and immunities of the Trustee hereunder
and the Company's obligations in connection therewith and (d) this Article 8.
Subject to

                                      -71-

<PAGE>

compliance with this Article 8, the Company may exercise its option under this
Section 8.02 notwithstanding the prior exercise of its option under Section 8.03
hereof.

SECTION 8.03.  Covenant Defeasance.
               -------------------

     Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be released from its
obligations under the covenants contained in Sections 4.07, 4.08, 4.09, 4.10,
4.11, 4.12, 4.13, 4.15, 4.16, 4.17 and 4.18 hereof with respect to the
outstanding Notes on and after the date the conditions set forth in Section 8.04
are satisfied (hereinafter, "Covenant Defeasance"), and the Notes shall
thereafter be deemed not "outstanding" for the purposes of any direction,
waiver, consent or declaration or act of Holders (and the consequences of any
thereof) in connection with such covenants, but shall continue to be deemed
"outstanding" for all other purposes hereunder (it being understood that such
Notes shall not be deemed outstanding for accounting purposes). For this
purpose, Covenant Defeasance means that, with respect to the outstanding Notes,
the Company may omit to comply with and shall 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 shall not
constitute a Default or an Event of Default under Section 6.01 hereof, but,
except as specified above, the remainder of this Indenture and such Notes shall
be unaffected thereby. In addition, upon the Company's exercise under Section
8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, Sections
6.01(iv) through 6.01(vi) hereof shall not constitute Events of Default.

SECTION 8.04.  Conditions to Legal or Covenant Defeasance.
               ------------------------------------------

     The following shall be the conditions to the application of either Section
8.02 or 8.03 hereof to the outstanding Notes:

          (a)  the Company must irrevocably deposit with the Trustee, in trust,
     for the benefit of the Holders, cash in United States dollars, non-callable
     Government Securities, or a combination thereof, in such amounts as shall
     be sufficient, in the opinion of a nationally recognized firm of
     independent public accountants, to pay the principal of, or interest and
     Additional Interest, if any, on the outstanding Notes on their Stated
     Maturity or on the applicable redemption date, as the case may be, and the
     Company must specify whether the Notes are being defeased to maturity or to
     a particular redemption date;

          (b)  in the case of an election under Section 8.02 hereof, the Company
     shall have delivered to the Trustee an Opinion of Counsel in the United
     States reasonably acceptable to the Trustee confirming that (A) the Company
     has received from, or there has been published by, the Internal Revenue
     Service a ruling or (B) since the Issue Date, 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 Notes shall not recognize income, gain or loss for
     federal income tax purposes as a result of such Legal Defeasance and shall
     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 Legal Defeasance
     had not occurred;

          (c)  in the case of an election under Section 8.03 hereof, the Company
     shall have delivered to the Trustee an Opinion of Counsel in the United
     States reasonably acceptable to the Trustee confirming that the Holders of
     the outstanding Notes shall not recognize income, gain or loss for federal
     income tax purposes as a result of such Covenant Defeasance and shall be
     subject

                                      -72-

<PAGE>

     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;

          (d)  no Default or Event of Default shall have occurred and be
     continuing on the date of such deposit (other than a Default or Event of
     Default resulting from the incurrence of Indebtedness all or a portion of
     the proceeds of which shall be used to defease the Notes pursuant to this
     Article Eight concurrently with such incurrence);

          (e)  such Legal Defeasance or Covenant Defeasance shall not result in
     a breach or violation of, or constitute a default under, any material
     agreement or instrument (other than this Indenture) to which the Company or
     any of its Subsidiaries is a party or by which the Company or any of its
     Subsidiaries is bound;

          (f)  the Company shall have delivered to the Trustee an Officers'
     Certificate stating that the deposit was not made by the Company with the
     intent of preferring the Holders over any other creditors of the Company or
     with the intent of defeating, hindering, delaying or defrauding any other
     creditors of the Company or others; and

          (g)  the Company shall have delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel, each stating that all conditions
     precedent provided for or relating to the Legal Defeasance or the Covenant
     Defeasance have been complied with.

SECTION 8.05.  Deposited Money and Government Securities to Be Held in Trust;
               -------------------------------------------------------------
               Other Miscellaneous Provisions.
               ------------------------------

     Subject to Section 8.06 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.05, the
"Trustee") pursuant to Section 8.04 hereof in respect of the outstanding Notes
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal of or premium, if any, Additional
Interest, if any, or interest, but such money need not be segregated from other
funds except to the extent required by law.

     The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or non-callable Government
Securities deposited pursuant to Section 8.04 hereof or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.

     Anything in this Article 8 to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon the request of the
Company any money or non-callable Government Securities held by it as provided
in Section 8.04 hereof which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section
8.04(a) hereof), are in excess of the amount thereof that would then be required
to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

SECTION 8.06.  Repayment to the Company.
               ------------------------

     Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of or premium, if any,
Additional Interest, if any, or interest on the Notes and remaining unclaimed
for two years after such principal, and premium, if any, Additional

                                      -73-

<PAGE>

Interest, if any, or interest has become due and payable shall be paid to the
Company on its request or (if then held by the Company) shall be discharged from
such trust; and the Holder of such Note shall thereafter, as a secured creditor,
look only to the Company for payment thereof, and all liability of the Trustee
or such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease; provided, however, that the
Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company cause to be published once, in the New York
Times and The Wall Street Journal (national edition), notice that such money
remains unclaimed and that, after a date specified therein, which shall not be
less than 30 days from the date of such notification or publication, any
unclaimed balance of such money then remaining will be repaid to the Company.

SECTION 8.07.  Reinstatement.
               -------------

     If the Trustee or Paying Agent is unable to apply any United States dollars
or non-callable Government Securities in accordance with Section 8.02 or 8.03
hereof, as the case may be, by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with Section 8.02 or 8.03
hereof, as the case may be; provided, however, that, if the Company has made any
payment of principal of, premium, if any, Additional Interest, if any, or
interest on any Note following the reinstatement of its obligations, the Company
shall be subrogated to the rights of the Holders of such Notes to receive such
payment from the money held by the Trustee or Paying Agent.

                                   ARTICLE 9.

                        AMENDMENT, SUPPLEMENT AND WAIVER
                        --------------------------------

SECTION 9.01.  Without Consent of Holders of Notes.
               -----------------------------------

     Notwithstanding Section 9.02 of this Indenture, the Company and the Trustee
may amend or supplement this Indenture or the Notes without the consent of any
Holder of a Note:

          (a)  to cure any ambiguity, defect or inconsistency;

          (b)  to provide for uncertificated Notes in addition to or in place of
     certificated Notes or to alter the provisions of Article 2 hereof
     (including the related definitions) in a manner that does not materially
     adversely affect any Holder;

          (c)  to provide for the assumption of the Company's obligations to the
     Holders of the Notes by a successor to the Company pursuant to Article 5
     hereof;

          (d)  to provide for the issuance of Additional Notes in accordance
     with the limitations set forth in this Indenture;

          (e)  to make any change that would provide any additional rights or
     benefits to the Holders of the Notes or that does not adversely affect the
     legal rights hereunder of any Holder of the Note; or

          (f)  to comply with the requirements of the Commission in order to
     effect or maintain the qualification of this Indenture under the TIA.

                                      -74-

<PAGE>

     Upon the request of the Company accompanied by a resolution of the Board of
Directors authorizing the execution of any such amended or supplemental
Indenture, and upon receipt by the Trustee of the documents described in Section
7.02 hereof, the Trustee shall join with the Company in the execution of any
amended or supplemental Indenture authorized or permitted by the terms of this
Indenture and to make any further appropriate agreements and stipulations that
may be therein contained, but the Trustee shall not be obligated to enter into
such amended or supplemental Indenture that affects its own rights, duties or
immunities under this Indenture or otherwise.

SECTION 9.02.  With Consent of Holders of Notes.
               --------------------------------

     Except as provided below in this Section 9.02, the Company and the Trustee
may amend or supplement this Indenture (including Sections 3.09, 4.10 and 4.15
hereto) and the Notes may be amended or supplemented with the consent of the
Holders of at least a majority in principal amount of the Notes then outstanding
voting as a single class (including, without limitation, consents obtained in
connection with a tender offer or exchange offer for, or purchase of, the
Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or
Event of Default (other than a Default or Event of Default in the payment of the
principal of or premium, if any, Additional Interest, if any, or interest on the
Notes, except a payment default resulting from an acceleration that has been
rescinded) or compliance with any provision of this Indenture or the Notes may
be waived with the consent of the Holders of a majority in principal amount of
the then outstanding Notes voting as a single class (including, without
limitation, consents obtained in connection with a tender offer or exchange
offer for, or purchase of, the Notes). Section 2.08 hereof shall determine which
Notes are considered to be "outstanding" for purposes of this Section 9.02.

     Upon the request of the Company accompanied by a resolution of the Board of
Directors of the Company authorizing the execution of any such amended or
supplemental Indenture, and upon the filing with the Trustee of evidence
satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid,
and upon receipt by the Trustee of the documents described in Section 7.02
hereof, the Trustee shall join with the Company in the execution of such amended
or supplemental Indenture unless such amended or supplemental Indenture directly
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion, but shall not be
obligated to, enter into such amended or supplemental Indenture.

     It shall not be necessary for the consent of the Holders of Notes under
this Section 9.02 to approve the particular form of any proposed amendment or
waiver, but it shall be sufficient if such consent approves the substance
thereof.

     After an amendment, supplement or waiver under this Section becomes
effective, the Company shall mail to the Holders of Notes affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amended or supplemental
Indenture or waiver. However, without the consent of each Holder affected, an
amendment or waiver under this Section 9.02 may not (with respect to any Notes
held by a nonconsenting Holder):

          (a)  reduce the principal amount of Notes whose Holders must consent
     to an amendment, supplement or waiver;

          (b)  reduce the principal of or change the fixed maturity of any Note
     or alter or waive any of the provisions with respect to the redemption of
     the Notes except as provided above with respect to Sections 3.09, 4.10 and
     4.15 hereof;

                                      -75-

<PAGE>

          (c)  reduce the rate of or change the time for payment of interest or
     Additional Interest, including default interest, on any Note;

          (d)  waive a Default or Event of Default in the payment of principal
     of or premium, if any, Additional Interest, if any, or interest on the
     Notes (except a rescission of acceleration of the Notes by the Holders of
     at least a majority in aggregate principal amount of the then outstanding
     Notes and a waiver of the payment default that resulted from such
     acceleration);

          (e)  make any Note payable in money other than that stated in the
     Notes;

          (f)  make any change in the provisions of this Indenture relating to
     waivers of past Defaults or the rights of Holders of Notes to receive
     payments of principal of or premium, if any, Additional Interest, if any,
     or interest on the Notes;

          (g)  waive a redemption payment with respect to any Note (other than a
     payment required by Sections 3.09, 4.10 or 4.15 hereof);

          (h)  change the ranking of the Notes; or

          (i)  make any change in Section 6.04 or 6.07 hereof or in the
     foregoing amendment and waiver provisions.

SECTION 9.03.  Compliance with Trust Indenture Act.
               -----------------------------------

     Every amendment or supplement to this Indenture or the Notes shall be set
forth in a amended or supplemental Indenture that complies with the TIA as then
in effect.

SECTION 9.04.  Revocation and Effect of Consents.
               ---------------------------------

     Until an amendment, supplement or waiver becomes effective, a consent to it
by a Holder of a Note is a continuing consent by the Holder of a Note and every
subsequent Holder of a Note or portion of a Note that evidences the same debt as
the consenting Holder's Note, even if notation of the consent is not made on any
Note. However, any such Holder of a Note or subsequent Holder of a Note may
revoke the consent as to its Note if the Trustee receives written notice of
revocation before the date the waiver, supplement or amendment becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.

SECTION 9.05.  Notice of Amendment; Notation on or Exchange of Notes.
               -----------------------------------------------------

     After any amendment under this Article becomes effective, the Company shall
mail to Holders of Notes a notice briefly describing such amendment. The failure
to give such notice to all Holders of Notes, or any defect therein, shall not
impair or affect the validity of an amendment under this Article.

     The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated. The Company in
exchange for all Notes may issue and the Trustee shall, upon receipt of an
Authentication Order, authenticate new Notes that reflect the amendment,
supplement or waiver.

     Failure to make the appropriate notation or issue a new Note shall not
affect the validity and effect of such amendment, supplement or waiver.

                                      -76-

<PAGE>

SECTION 9.06.  Trustee to Sign Amendments, etc.
               -------------------------------

     The Trustee shall sign any amended or supplemental Indenture authorized
pursuant to this Article 9 if the amendment or supplement, in the sole
discretion of the Trustee, does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. The Company may not sign an amendment
or supplemental Indenture until its Board of Directors approves it. In executing
any amended or supplemental indenture, the Trustee shall be entitled to receive
and (subject to Section 7.01 hereof) shall be fully protected in relying upon,
in addition to the documents required by Section 11.04 hereof, an Officers'
Certificate and an Opinion of Counsel stating that the execution of such amended
or supplemental indenture is authorized or permitted by this Indenture.

                     ARTICLE 10. SATISFACTION AND DISCHARGE
                                 --------------------------

SECTION 10.01. Satisfaction and Discharge
               --------------------------

     This Indenture will be discharged and will cease to be of further effect,
except as to surviving rights of registration of transfer or exchange of the
Notes, as to all Notes issued hereunder, when:

     (a)  either:

          (i)  all Notes that have been previously authenticated (except lost,
     stolen or destroyed Notes that have been replaced or paid and Notes for
     whose payment money has previously been deposited in trust or segregated
     and held in trust by the Company and is thereafter repaid to the Company or
     discharged from the trust) have been delivered to the Trustee for
     cancellation; or

          (ii) all Notes that have not been previously delivered to the Trustee
     for cancellation (A) have become due and payable or (B) will become due and
     payable at their maturity within one year or (C) are to be called for
     redemption within one year under arrangements satisfactory to the Trustee
     for the giving of a notice of redemption by the Trustee, and the Company
     has irrevocably deposited or caused to be deposited with the Trustee as
     trust funds in trust solely for the benefit of the Holders, cash in U.S.
     dollars, non-callable Government Securities, or a combination thereof, in
     such amounts as will be sufficient without consideration of any
     reinvestment of interest, to pay and discharge the entire Indebtedness on
     the Notes not previously delivered to the Trustee for cancellation for
     principal, premium, if any, and interest and Additional Interest, if any,
     on the Notes to the date of deposit, in the case of Notes that have become
     due and payable, or to the Stated Maturity or redemption date, as the case
     may be;

     (b)  the Company has paid or caused to be paid all other sums payable by it
under this Indenture;

     (c)  no Default or Event of Default has occurred and is continuing on the
date of such deposit or will occur as a result of such deposit and such deposit
will not result in a breach or violation of, or constitute a default under, any
other instrument to which the Company is a party or by which the Company is
bound; and

     (d)  the Company delivers to the Trustee an Officers' Certificate and
Opinion of Counsel stating that all conditions precedent under this Indenture
relating to the satisfaction and discharge of this Indenture have been
satisfied.

SECTION 10.02. Deposited Cash and Government Securities.
               ----------------------------------------

                                      -77-

<PAGE>

     Subject to Section 10.03 hereof, all cash and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 10.02, the
"Trustee") pursuant to Section 10.01 hereof in respect of the outstanding Notes
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium, if any, and interest and
Additional Interest, if any, but such cash and securities need not be segregated
from other funds except to the extent required by law.

SECTION 10.03. Repayment to Company.
               --------------------

     Any cash or non-callable Government Securities deposited with the Trustee
or any Paying Agent, or then held by the Company, in trust for the payment of
the principal of, premium, if any, or interest or Additional Interest, if any,
on, any Note and remaining unclaimed for two years after such principal, and
premium, if any, or interest or Additional Interest, if any, has become due and
payable shall be paid to the Company on its request or (if then held by the
Company) shall be discharged from such trust; and the Holder shall thereafter,
as an unsecured creditor, look only to the Company for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such cash and
securities, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in The New York Times and The Wall Street Journal (national
edition), notice that such cash and securities remains unclaimed and that, after
a date specified therein, which shall not be less than 30 days from the date of
such notification or publication, any unclaimed balance of such cash and
securities then remaining will be repaid to the Company.

SECTION 10.04. Reinstatement.
               -------------

     If the Trustee or Paying Agent is unable to apply any United States dollars
or non-callable Government Securities in accordance with Sections 10.01 and
10.02, as the case may be, by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Sections 10.01 and 10.02 hereof until such time as the Trustee or Paying Agent
is permitted to apply all such money in accordance with Sections 10.01 and 10.02
hereof, as the case may be; provided, however, that, if the Company makes any
payment of principal of, premium on, if any, or interest or Additional Interest,
if any, on any Note following the reinstatement of its obligations, the Company
shall be subrogated to the rights of the Holders of such Notes to receive such
payment from the money held by the Trustee or Paying Agent.

                                   ARTICLE 11.

                                  MISCELLANEOUS
                                  -------------

SECTION 11.01. Trust Indenture Act Controls.
               ----------------------------

     If any provision of this Indenture limits, qualifies or conflicts with the
duties imposed by TIA Section 318(c), the imposed duties shall control.

                                      -78-

<PAGE>

SECTION 11.02. Notices.
               -------

     Any notice or communication by the Company or the Trustee shall be in
writing (which may be a facsimile, receipt confirmed) and delivered in person or
mailed by first class mail addressed as follows:

          If to the Company:

          Sierra Pacific Resources
          6226 W. Sahara Avenue
          (P.O. Box 230)
          Las Vegas, NV 89146
          Telephone No.: (775) 834-4011
          Facsimile No.: (775) 834-5462
          Attention: Chief Financial Officer

          With a copy to:

          Choate, Hall & Stewart
          Exchange Place
          53 State Street
          Boston, Massachusetts 02109-2891
          Attention: William C. Rogers
          Facsimile: (617) 248-4000
          Telephone: (617) 248-5000

          If to the Trustee:

          The Bank of New York
          101 Barclay Street, Floor 8W
          New York, NY 10286
          Attention: Corporate Trust Division - Corporate Finance Unit
          Re: Sierra Pacific Resources

     The Company or the Trustee, by notice to the other may designate additional
or different addresses for subsequent notices or communications.

     All notices and communications (other than those sent to Holders) shall be
in writing and shall be deemed to have been duly given when received.

     Any notice or communication to a Holder shall be mailed by first class mail
to its address shown on the register kept by the Registrar. Any notice or
communication shall also be so mailed to any Person described in TIA Section
313(c), to the extent required by the TIA. Failure to mail a notice or
communication to a Holder or any defect in it shall not affect its sufficiency
with respect to other Holders.

     If the Company mails a notice or communication to Holders, it shall mail a
copy to the Trustee and each Agent at the same time.

                                      -79-

<PAGE>

SECTION 11.03. Communication by Holders of Notes with Other Holders of Notes.
               -------------------------------------------------------------

     Holders may communicate pursuant to TIA Section 312(b) with other Holders
with respect to their rights under this Indenture or the Notes. The Company, the
Trustee, the Registrar and anyone else shall have the protection of TIA Section
312(c).

SECTION 11.04. Certificate and Opinion as to Conditions Precedent.
               --------------------------------------------------

     Upon any request or application by the Company to the Trustee to take any
action under this Indenture, the Company shall furnish to the Trustee:

          (a) an Officers' Certificate (which shall include the statements set
     forth in Section 11.05 hereof) stating that, in the opinion of the signers,
     all conditions precedent (including any covenants compliance with which
     constitutes a condition precedent) provided for in this Indenture relating
     to the proposed action have been satisfied; and

          (b) an Opinion of Counsel (which shall include the statements set
     forth in Section 11.05 hereof) stating that, in the opinion of such
     counsel, all such conditions precedent (including any covenants compliance
     with which constitutes a condition precedent) have been satisfied.

SECTION 11.05. Statements Required in Certificate or Opinion.
               ---------------------------------------------

     Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA Section 314(a)(4)) shall comply with the provisions of TIA
Section 314(e) and shall include:

          (a) a statement that the person(s) making such certificate or opinion
     has read such covenant or condition;

          (b) a brief statement as to the nature and scope of the examination or
     investigation upon which the statements or opinions contained in such
     certificate or opinion are based;

          (c) a statement that, in the opinion of such person, he or she has or
     they have made such examination or investigation as is necessary to enable
     such person or persons to express an informed opinion as to whether or not
     such covenant or condition has been satisfied; and

          (d) a statement as to whether or not, in the opinion of such persons,
     such condition or covenant has been satisfied.

SECTION 11.06. Rules by Trustee and Agents.
               ---------------------------

     The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

SECTION 11.07. No Personal Liability of Directors, Officers, Employees and
               -----------------------------------------------------------
               Stockholders.
               ------------

     No director, officer, employee, incorporator or stockholder of the Company
or any Subsidiary, as such, will have any liability for any obligations of the
Company or any Subsidiary Guarantor under the Notes, this Indenture, any
Subsidiary Guarantees, or for any claim based on, in respect of, or by reason
of, such obligations or their creation. Each Holder of Notes by accepting a Note
waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes.

                                      -80-

<PAGE>

SECTION 11.08. Governing Law.
               -------------

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

SECTION 11.09. No Adverse Interpretation of Other Agreements.
               ---------------------------------------------

     This Indenture may not be used to interpret any other indenture, loan or
debt agreement of the Company or its Subsidiaries or of any other Person. Any
such indenture, loan or debt agreement may not be used to interpret this
Indenture.

SECTION 11.10. Successors.
               ----------

     All agreements of the Company in this Indenture and the Notes shall bind
its successors. All agreements of the Trustee in this Indenture shall bind its
successors.

SECTION 11.11. Severability.
               ------------

     In case any provision in this Indenture or in the Notes shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby to the
extent permitted by applicable law.

SECTION 11.12. Counterpart Originals.
               ---------------------

     The parties may sign any number of copies of this Indenture. Each signed
copy shall be an original, but all of them together represent the same
agreement.

SECTION 11.13. Table of Contents, Headings, etc.
               --------------------------------

     The Table of Contents, Cross-Reference Table and Headings of the Articles
and Sections of this Indenture have been inserted for convenience of reference
only, are not to be considered a part of this Indenture and shall in no way
modify or restrict any of the terms or provisions hereof.

                         [Signatures on following page]

                                      -81-

<PAGE>

                                   SIGNATURES

                                        Dated as of March 19, 2004

                                        SIERRA PACIFIC RESOURCES


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

                                        THE BANK OF NEW YORK, as Trustee


                                        By:
                                            ------------------------------------
                                            Name:  Stacey B. Poindexter
                                            Title: Assistant Vice President

                                      -82-

<PAGE>

                                                                       EXHIBIT A

                                                                       CUSIP No.
                                                                        ISIN No.

                                 [Face of Note]

                           [ ]% Senior Notes due 2014

No.                                                           Principal amount $

                            SIERRA PACIFIC RESOURCES

promises to pay to ______________, or registered assigns, the principal sum of
_____________ Dollars on _____________, 2014 [or such greater or lesser amount
as may be indicated on Schedule A hereto]/1/.

Interest Payment Dates: _____________ and _____________, commencing ______, 2004

Record Dates: ______________________ and

Additional provisions of this Note are set forth on the other side of this Note.

Dated:_______________________

                                        SIERRA PACIFIC RESOURCES


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


This is one of the [Global]/1/ Notes
referred to in the within-mentioned
Indenture:

THE BANK OF NEW YORK, as Trustee


By:
    ----------------------------------
            Authorized Signatory


----------
/1/ If this Note is a Global Note, include this provision.

                                       A-1

<PAGE>

                           [FORM OF REVERSE OF NOTES]

                           [ ]% Senior Notes due 2014

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

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

     Capitalized terms used herein shall have the meanings assigned to them in
the Indenture referred to below unless otherwise indicated.

     1. Interest. Sierra Pacific Resources, a Nevada corporation (the
"Company"), promises to pay interest on the principal amount of this Note at
8 5/8% per annum from March 19, 2004 until maturity and shall pay the Additional
Interest, if any payable pursuant to Section 5 of the Registration Rights
Agreement. The Company shall pay interest and Additional Interest, if any,
semi-annually in arrears on March 15 and September 15 of each such year,
commencing September 15, 2004 or if any such day is not a Business Day, on the
next succeeding Business Day (each an "Interest Payment Date"). Interest on the
Notes shall accrue from the most recent date to which interest has been paid or,
if no interest has been paid, from the date of issuance; provided that if there
is no existing Default in the payment of interest, and if this 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; provided, further, that the first Interest
Payment Date shall be the first of March 15 or September 15 to occur after the
date of issuance, unless such March 15 or September 15 occurs within one
calendar month of such date of issuance, in which case the first Interest
Payment Date shall be the second of March 15 or September 15 to occur after the
date of issuance. The Company shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue principal and
premium, if any, from time to time on demand at a rate that is 1% per annum in
excess of the rate then in effect; it shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest and Additional Interest, 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 Notes (except
defaulted interest) and Additional Interest, if any, to the Persons in whose
name(s) this note (or one or more Predecessor Notes) who are registered Holders
of Notes at the close of business on the March 1 or September 1 next preceding
the Interest Payment Date (each, a "Record Date"), even if such Notes are
canceled after such record date and on or before such Interest Payment Date,
except as provided in Section 2.12 of the Indenture with respect to defaulted
interest. The Notes shall be payable as to principal of or premium, if any,
Additional Interest, if any, or interest at the office or agency of the Company
maintained for such purpose within or without the City and State of New York,
or, at the option of the Company, payment of interest and Additional Interest,
if any, may be made by check mailed to the Holders 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 or
premium, if any, Additional Interest, if any, or interest on, the Global Note
and all other Notes the Holders of which shall have provided wire transfer
instructions to the Company or the Paying Agent prior to the applicable Record
Date. 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 Registrar. Initially, The Bank of New York, the Trustee
under the Indenture, shall act as Paying Agent and Registrar. The Company may
change any Paying Agent or Registrar without notice to any Holder. The Company
or any of its Subsidiaries may act in any such capacity.

                                       A-2

<PAGE>

     4. Indenture. The Company issued the Notes under an Indenture, dated as of
March 19, 2004 ("Indenture"), between the Company and the Trustee. The terms of
the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.
Code Sections 77aaa-77bbbb). The Notes are subject to all such terms, and
Holders are referred to the Indenture and such Act for a statement of such
terms. To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the Indenture shall govern and be
controlling. The Notes are obligations of the Company initially in the aggregate
principal amount of $335,000,000. Subject to compliance with Section 2.13 of the
Indenture, the Company is permitted to issue Additional Notes under the
Indenture in an unlimited principal amount. Any such Additional Notes that are
actually issued shall be treated as issued and outstanding Notes (and as the
same class as the initial Notes) for all purposes of the Indenture, unless the
context clearly indicated otherwise.

     5. Optional Redemption.

     (a) Except as set forth in subparagraph (b) of this Paragraph 5, the
Company shall not have the option to redeem the Notes prior to March 15, 2009.
On or after March 15, 2009, the Company shall have the option to redeem the
Notes, in whole or in part, upon not less than 30 nor more than 60 days' notice,
at the redemption prices (expressed as percentages of principal amount) set
forth below plus accrued and unpaid interest and Additional Interest, if any,
thereon to the applicable redemption date, if redeemed during the twelve-month
period beginning on March 15 of the years indicated below:

YEAR                                                        Percentage
----                                                        ----------
2009.....................................................      104.313%
2010.....................................................      102.875%
2011.....................................................      101.438%
2012 and thereafter......................................      100.000%

     (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5,
at any time prior to March 15, 2007, the Company may on any one or more
occasions redeem up to 35% of the aggregate principal amount of Notes (which
includes Additional Notes, if any) originally issued under the Indenture at a
redemption price of 108.625% of the principal amount thereof, plus accrued and
unpaid interest and Additional Interest, 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); provided that at least 65% of the aggregate
principal amount of Notes (which includes Additional Notes, if any) originally
issued remains outstanding immediately after the occurrence of each such
redemption (excluding 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.

     (c) On and after the redemption date interest ceases to accrue on Notes or
portions thereof called for redemption.

     6. Mandatory Redemption. The Company shall not be required to make
mandatory redemption payments with respect to the Notes.

     7. Repurchase at Option of Holder.

     (a) Upon the occurrence of a Change of Control, each Holder of Notes shall
have the right to require the Company to repurchase all or any part (equal to
$1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the
offer described below (the "Change of Control Offer") at an offer price in cash
equal to 101% of the aggregate principal amount thereof plus accrued and unpaid
interest and

                                       A-3

<PAGE>

Additional Interest, if any, thereon to the date of purchase (the "Change of
Control Payment"). Within 10 days following any Change of Control, the Company
shall mail a notice to each Holder setting forth the procedures governing the
Change of Control Offer as required by the Indenture.

     (b) If the Company or a Restricted Subsidiary consummates any Asset Sales,
when the aggregate amount of Excess Proceeds exceeds $25 million, the Company or
the applicable Restricted Subsidiary shall commence an offer to all Holders
pursuant to Section 4.10 of the Indenture to purchase the maximum principal
amount of Notes (an "Asset Sale Offer") to all Holders of Notes and all holders
of such other Indebtedness of the Company that is pari passu with the Notes
containing provisions similar to those set forth in the Indenture with respect
to offers to purchase or redeem with the proceeds of sales of assets that may be
purchased out of the Excess Proceeds, at an offer price in cash in an amount
equal to 100% of the principal amount thereof plus accrued and unpaid interest
and Additional Interest, if any, thereon to the date of purchase, in accordance
with the procedures set forth in the Indenture. To the extent that any Excess
Proceeds remain after consummation of an Asset Sale Offer, the Company may use
such Excess Proceeds for any purpose not otherwise prohibited by the Indenture.
If the aggregate principal amount of Notes and other pari passu Indebtedness
tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the
Trustee shall select the Notes and such other pari passu Indebtedness to be
purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the
amount of Excess Proceeds shall be reset to zero. Holders of Notes that are the
subject of an offer to purchase shall receive an Asset Sale Offer from the
Company prior to any related purchase date and may elect to have such Notes
purchased by completing the form entitled "Option of Holder to Elect Purchase"
on the reverse of the Notes.

     8. Notice of Redemption. Notice of redemption shall be mailed at least 30
days but not more than 60 days before the redemption date to each Holder whose
Notes are to be redeemed at its registered address. Notes in denominations
larger than $1,000 may be redeemed in part but only in whole multiples of
$1,000, unless all of the Notes held by a Holder are to be redeemed.

     9. Denominations, Transfer, Exchange. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder 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 Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, the Company
need not exchange or register the transfer of any Notes for a period of 15 days
before a selection of 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 Note may be treated
as its owner for all purposes.

     11. Amendment, Supplement and Waiver. Subject to certain exceptions, the
Indenture or the Notes may be amended or supplemented with the consent of the
Holders of at least a majority in principal amount of the then outstanding Notes
voting as a single class, and any existing default or compliance with any
provision of the Indenture or the Notes (other than a Default or Event of
Default in the payment of the principal of or premium, if any, Additional
Interest, if any, or interest on the Notes) or compliance with any provision of
the Indenture or the Notes may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes voting as a single
class. Without the consent of any Holder of a Note, the Indenture or the Notes
may be amended or supplemented to cure any ambiguity, defect or inconsistency,
to provide for uncertificated Notes in addition to or in place of certificated
Notes, to provide for the assumption of the Company's obligations to Holders of
the Notes in case of a merger or

                                       A-4

<PAGE>

consolidation or sale of all or substantially all of the Company's assets, to
provide for the issuance of Additional Notes in accordance with the limitations
set forth in the Indenture, to make any change that would provide any additional
rights or benefits to the Holders of the Notes or that does not adversely affect
the legal rights under the Indenture of any such Holder, or to comply with the
requirements of the Commission in order to effect or maintain the qualification
of the Indenture under the Trust Indenture Act.

     12. Defaults and Remedies. Events of Default include: (i) default for 30
days by the Company in the payment when due of interest or Additional Interest
with respect to the Notes; (ii) default by the Company in payment when due of
the principal of, or premium, if any, on the Notes; (iii) failure by the Company
or any of its Restricted Subsidiaries to comply with any of the provisions of
Section 4.07, 4.09 or 5.01 of the Indenture; (iv) failure by the Company or any
of its Restricted Subsidiaries to comply with any of the provisions of Section
4.10 or 4.15 for 30 days after notice to the Company by the Trustee; (v) failure
by the Company or any of its Restricted Subsidiaries to observe or perform any
of the other agreements in the Indenture or the Notes for 60 days after notice
to the Company by the Trustee; (vi) 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, for so long as
any of the 7.25% Convertible Notes due 2010 are outstanding, any of its
Restricted Subsidiaries (or the payment of which is guaranteed by the Company,
or for so long as any of the 7.25% Convertible Notes due 2010 are outstanding,
any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now
exists, or is created after the Issue Date, if that default (a) 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 (b) 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 $10.0
million or more; (vii) certain final judgments for the payment of money are
entered by a court or courts of competent jurisdiction against the Company or
any of its Subsidiaries and such judgment or judgments remain unpaid or
undischarged for a period of 60 days (during which execution shall not be
effectively stayed); provided that the aggregate of all such undischarged
judgments exceeds $10.0 million; and (viii) certain events of bankruptcy or
insolvency with respect to the Company or any of its Significant Subsidiaries or
any group of Restricted Subsidiaries that, taken as a whole, would constitute a
Significant Subsidiary. If any Event of Default (other than an Event of Default
specified in clause (viii) of this Section 12) occurs and is continuing, the
Trustee or the Holders of at least 25% in principal amount of the then
outstanding Notes may declare all the Notes to be due and payable immediately.
Notwithstanding the foregoing, in the case of an Event of Default arising from
certain events of bankruptcy or insolvency as specified in clause (viii) of this
Section 12, all outstanding Notes shall become due and payable immediately
without further action or notice. Holders may not enforce the Indenture or the
Notes except as provided in the Indenture. Subject to certain limitations,
Holders of a majority in principal amount of the then outstanding Notes may
direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders of the Notes notice of any continuing Default or Event of
Default (except a Default or Event of Default relating to the payment of
principal or interest) if it determines that withholding notice is in their
interest. The Holders of a majority in aggregate principal amount of the Notes
then outstanding by notice to the Trustee may on behalf of the Holders of all of
the Notes waive any existing Default or Event of Default and its consequences
under the Indenture, except a continuing Default or Event of Default in the
payment of interest or Additional Interest on, or the principal of, the Notes.
The Company is required to deliver to the Trustee annually a statement regarding
compliance with the Indenture, and the Company is required upon becoming aware
of any Default or Event of Default, to deliver to the Trustee a statement
specifying such Default or Event of Default.

                                       A-5

<PAGE>

     13. Trustee Dealings with Company. The Trustee, in its individual or any
other capacity, may make loans to, accept deposits from, and perform services
for the Company or its Affiliates, and may otherwise deal with the Company or
its Affiliates, as if it were not the Trustee.

     14. No Recourse Against Others. Any director, officer, employee,
incorporator or stockholder of the Company, as such, shall not have any
liability for any obligations of the Company under the Notes or the Indenture or
for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Notes.

     15. Authentication. This Note shall not be valid until authenticated by the
manual signature of the Trustee or an Authenticating Agent.

     16. Abbreviations. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with rights of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

     17. Registration Rights Agreement. In addition to the rights provided to
Holders of Notes under the Indenture, Holders of Restricted Global Notes and
Restricted Definitive Notes shall have all the rights set forth in the
Registration Rights Agreement dated as of March 19, 2004, between the Company
and the Initial Purchasers.

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

                                       A-6

<PAGE>

                                 ASSIGNMENT FORM

     To assign this Note, fill in the form below:

     (I) or (we) assign and transfer this Note to


________________________________________________________________________________
(Insert assignee's soc. or tax I.D. no.)

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

and irrevocably appoint __________________________ to transfer this 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 Note)

Signature Guarantee*:

----------------------------------------

(*Participant in a Recognized Signature
Guarantee Medallion Program)

                                       A-7

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

     If you want to elect to have this Note purchased by the Company pursuant to
Section 4.10 or 4.15 of the Indenture, check the box below:

     [_] Section 4.10 [_] Section 4.15

     If you want to elect to have only part of the Note purchased by the Company
pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount you
elect to have purchased:
$ _______________

Date:                                   Your Signature:
      --------------------                              ------------------------
                                              (Sign exactly as your name appears
                                               on the face of this Note)

                                        Tax Identification No:
                                                               -----------------

Signature Guarantee*:

----------------------------------------

(*Participant in a Recognized Signature
Guarantee Medallion Program)

                                       A-8

<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 in     following such    authorized officer
                  in Principal Amount   Principal Amount of      decrease (or        of Trustee or
Date of Exchange  of this Global Note    this Global Note         increase)            Custodian
----------------  -------------------  ---------------------  -------------------  ------------------
<S>               <C>                  <C>                    <C>                  <C>
</TABLE>

                                       A-9

<PAGE>

                                    EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

Sierra Pacific Resources
6100 Neil Road
Reno, NV 89520


[Registrar address block]

     Re: [ ]% Senior Notes due 2014

     Reference is hereby made to the Indenture, dated as of March __, 2004 (the
"Indenture"), between Sierra Pacific Resources, as issuer (the "Company") and
The Bank of New York, as trustee. Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.

     _________, (the "Transferor") owns and proposes to transfer the Note[s] or
interest 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:

1. [_] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE
144A GLOBAL NOTE OR A 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
will 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 Indenture and the Securities Act.

2. [_] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE
REGULATION S GLOBAL NOTE OR A 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 (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 Distribution
Compliance 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, the transferred beneficial interest or

                                       B-1

<PAGE>

Definitive Note will 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 Indenture and the Securities Act.

3. [_] CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN AN IAI GLOBAL NOTE OR 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 Institutional Accredited
Investor and pursuant to an exemption from the registration requirements of the
Securities Act other than Rule 144A, Rule 144 or Rule 904, and the Transferor
hereby further certifies that it has not engaged in any general solicitation
within the meaning of Regulation D under the Securities Act and the Transfer
complies with the transfer restrictions applicable to beneficial interests in a
Restricted Global Note or Restricted Definitive Notes and the requirements of
the exemption claimed, which certification is supported by (1) a certificate
executed by the Transferee in the form of Exhibit D to the Indenture and (2) an
Opinion of Counsel provided by the Transferor or the Transferee (a copy of which
the Transferor has attached to this certification), 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, the transferred
beneficial interest or Definitive Note will be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the IAI Global
Note and/or the Definitive Notes and in the Indenture and the Securities Act.

4. [_] Check if Transferee will 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 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, the transferred beneficial interest or Definitive
Note will no longer be subject to the restrictions on transfer enumerated in the
Private

                                       B-2

<PAGE>

Placement Legend printed on the Restricted Global Notes, on Restricted
Definitive Notes and in the Indenture.

     (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 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
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, the transferred beneficial interest or
Definitive Note will 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 Indenture.

     (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 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
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, the transferred beneficial interest or
Definitive Note will 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 Indenture.

     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-3

<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:

          (i)   [_] 144A Global Note (CUSIP _______), or

          (ii)  [_] Regulation S Global Note (CUSIP ______), or

          (iii) [_] IAI Global Note (CUSIP _______), or

     (b)  [_]   a Restricted Definitive Note.

2.   After the Transfer the Transferee will hold:

                                   [CHECK ONE]

     (a)  [_]   a beneficial interest in the:

          (i)   [_] 144A Global Note (CUSIP  ), or

          (ii)  [_] Regulation S Global Note (CUSIP   ), or

          (iii) [_] IAI Global Note (CUSIP   ), or

          (iv)  [_] Unrestricted Global Note (CUSIP   ); or

     (b)  [_]   a Restricted Definitive Note; or

     (c)  [_]   an Unrestricted Definitive Note,

in accordance with the terms of the Indenture.

                                       B-4

<PAGE>

                                    EXHIBIT C
                         FORM OF CERTIFICATE OF EXCHANGE

Sierra Pacific Resources
6100 Neil Road
Reno, NV 89520

[Registrar address block]*

     Re:  [ ]% Senior Notes due 2014

                                (CUSIP _________)

     Reference is hereby made to the Indenture, dated as of March ___, 2004 (the
"Indenture"), between Sierra Pacific Resources, as issuer (the "Company"), and
The Bank of New York, as trustee. Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.

     _________, (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 and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act and (iv) the beneficial
interest in an Unrestricted Global Note is being acquired in compliance with any
applicable blue sky securities laws of any state of the United States.

     (b) [_] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for an Unrestricted
Definitive Note, the Owner hereby certifies (i) the Definitive Note is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture 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 beneficial interest in an Unrestricted
Global Note, the Owner hereby certifies (i) the beneficial interest is being
acquired for the Owner's own account without

                                       C-1

<PAGE>

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 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 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 accordance with
the terms of the Indenture, the Restricted Definitive Note issued will continue
to be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Definitive Note and in the Indenture
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, IAI 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, the beneficial interest
issued will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the relevant Restricted Global Note and in the
Indenture 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 Transferor]


                                        By:
                                            ------------------------------------
                                                Name:
                                                Title:
Dated: ___________, __

                                       C-2

<PAGE>

                                    EXHIBIT D

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Sierra Pacific Resources
6100 Neil Road
Reno, NV 89520


The Bank of New York
[address]

     Re:  [ ]% Senior Notes due 2014

     Reference is hereby made to the Indenture, dated as of March __, 2004 (the
"Indenture"), between Sierra Pacific Resources, as issuer (the "Company") and
The Bank of New York, as trustee. Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.

     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 understand that any subsequent transfer of the Senior Notes or any
interest therein is subject to certain restrictions and conditions set forth in
the Indenture and the undersigned agrees to be bound by, and not to resell,
pledge or otherwise transfer the Senior Notes or any interest therein except in
compliance with, such restrictions and conditions and the United States
Securities Act of 1933, as amended (the "Securities Act").

     2. We understand that the offer and sale of the Senior Notes have not been
registered under the Securities Act, and that the Senior Notes and any interest
therein may not be offered or sold except as permitted in the following
sentence. We agree, on our own behalf and on behalf of any accounts for which we
are acting as hereinafter stated, that if we should sell the Senior Notes or any
interest therein, we will do so only (A) to the Company or any subsidiary
thereof, (B) in accordance with Rule 144A under the Securities Act to a
"qualified institutional buyer" (as defined therein), (c) to an institutional
"accredited investor" (as defined below) that, prior to such transfer, furnishes
(or has furnished on its behalf by a U.S. broker-dealer) to you and to the
Company a signed letter substantially in the form of this letter and an Opinion
of Counsel in form reasonably acceptable to the Company to the effect that such
transfer is in compliance with the Securities Act, (D) outside the United States
in accordance with Rule 904 of Regulation S under the Securities Act, (E)
pursuant to the provisions of Rule 144(k) under the Securities Act or (F)
pursuant to an effective registration statement under the Securities Act, and we
further agree to provide to any person purchasing the Definitive Note or
beneficial interest in a Global Note from us in a transaction meeting the
requirements of clauses (A) through (E) of this paragraph a notice advising such
purchaser that resales thereof are restricted as stated herein.

     3. We understand that, on any proposed resale of the Senior Notes or
beneficial interest therein, we will be required to furnish to you and the
Company such certifications, legal opinions and other information as you and the
Company may reasonably require to confirm that the proposed sale complies

                                       D-1

<PAGE>

with the foregoing restrictions. We further understand that the Senior Notes
purchased by us will bear a legend to the foregoing effect.

     4. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Senior Notes, and we
and any accounts for which we are acting are each able to bear the economic risk
of our or its investment.

     5. We are acquiring the Senior Notes or beneficial interest therein
purchased by us for our own account or for one or more accounts (each of which
is an institutional "accredited investor") as to each of which we exercise sole
investment discretion.

     You and the Company are entitled to rely upon this letter and 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-2

<PAGE>

                                                                       CUSIP No.
                                                                        ISIN No.

                                 [Face of Note]

                           [ ]% Senior Notes due 2014

No.                                                           Principal amount $

                            SIERRA PACIFIC RESOURCES

promises to pay to ______________, or registered assigns, the principal sum of
_____________ Dollars on _____________, 2014 [or such greater or lesser amount
as may be indicated on Schedule A hereto]/1/.

Interest Payment Dates: ______ and _______, commencing _______, 2004

Record Dates: _________ and

Additional provisions of this Note are set forth on the other side of this Note.

Dated:________________

                                        SIERRA PACIFIC RESOURCES


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


This is one of the [Global]/1/ Notes
referred to in the within-mentioned
Indenture:

THE BANK OF NEW YORK,
 as Trustee


By:
    ------------------------------------
            Authorized Signatory


----------
/1/ If this Note is a Global Note, include this provision.

<PAGE>

                           [FORM OF REVERSE OF NOTES]

                           [ ]% Senior Notes due 2014

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

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

     Capitalized terms used herein shall have the meanings assigned to them in
the Indenture referred to below unless otherwise indicated.

     1. Interest. Sierra Pacific Resources, a Nevada corporation (the
"Company"), promises to pay interest on the principal amount of this Note at
8 5/8% per annum from March 19, 2004 until maturity and shall pay the Additional
Interest, if any payable pursuant to Section 5 of the Registration Rights
Agreement. The Company shall pay interest and Additional Interest, if any,
semi-annually in arrears on March 15 and September 15 of each such year,
commencing September 15, 2004 or if any such day is not a Business Day, on the
next succeeding Business Day (each an "Interest Payment Date"). Interest on the
Notes shall accrue from the most recent date to which interest has been paid or,
if no interest has been paid, from the date of issuance; provided that if there
is no existing Default in the payment of interest, and if this 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; provided, further, that the first Interest
Payment Date shall be the first of March 15 or September 15 to occur after the
date of issuance, unless such March 15 or September 15 occurs within one
calendar month of such date of issuance, in which case the first Interest
Payment Date shall be the second of March 15 or September 15 to occur after the
date of issuance. The Company shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue principal and
premium, if any, from time to time on demand at a rate that is 1% per annum in
excess of the rate then in effect; it shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest and Additional Interest, 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 Notes (except
defaulted interest) and Additional Interest, if any, to the Persons in whose
name(s) this note (or one or more Predecessor Notes) who are registered Holders
of Notes at the close of business on the March 1 or September 1 next preceding
the Interest Payment Date (each, a "Record Date"), even if such Notes are
canceled after such record date and on or before such Interest Payment Date,
except as provided in Section 2.12 of the Indenture with respect to defaulted
interest. The Notes shall be payable as to principal of or premium, if any,
Additional Interest, if any, or interest at the office or agency of the Company
maintained for such purpose within or without the City and State of New York,
or, at the option of the Company, payment of interest and Additional Interest,
if any, may be made by check mailed to the Holders 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 or
premium, if any, Additional Interest, if any, or interest on, the Global Note
and all other Notes the Holders of which shall have provided wire transfer
instructions to the Company or the Paying Agent prior to the applicable Record
Date. 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 Registrar. Initially, The Bank of New York, the Trustee
under the Indenture, shall act as Paying Agent and Registrar. The Company may
change any Paying Agent or Registrar without notice to any Holder. The Company
or any of its Subsidiaries may act in any such capacity.

<PAGE>

     4. Indenture. The Company issued the Notes under an Indenture, dated as of
March 19, 2004 ("Indenture"), between the Company and the Trustee. The terms of
the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.
Code Sections 77aaa-77bbbb). The Notes are subject to all such terms, and
Holders are referred to the Indenture and such Act for a statement of such
terms. To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the Indenture shall govern and be
controlling. The Notes are obligations of the Company initially in the aggregate
principal amount of $335,000,000. Subject to compliance with Section 2.13 of the
Indenture, the Company is permitted to issue Additional Notes under the
Indenture in an unlimited principal amount. Any such Additional Notes that are
actually issued shall be treated as issued and outstanding Notes (and as the
same class as the initial Notes) for all purposes of the Indenture, unless the
context clearly indicated otherwise.

     5. Optional Redemption.

     (a) Except as set forth in subparagraph (b) of this Paragraph 5, the
Company shall not have the option to redeem the Notes prior to March 15, 2009.
On or after March 15, 2009, the Company shall have the option to redeem the
Notes, in whole or in part, upon not less than 30 nor more than 60 days' notice,
at the redemption prices (expressed as percentages of principal amount) set
forth below plus accrued and unpaid interest and Additional Interest, if any,
thereon to the applicable redemption date, if redeemed during the twelve-month
period beginning on March 15 of the years indicated below:

YEAR                                              Percentage
----                                              ----------
2009..........................................       104.313%
2010..........................................       102.875%
2011..........................................       101.438%
2012 and thereafter...........................       100.000%

     (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5,
at any time prior to March 15, 2007, the Company may on any one or more
occasions redeem up to 35% of the aggregate principal amount of Notes (which
includes Additional Notes, if any) originally issued under the Indenture at a
redemption price of 108.625% of the principal amount thereof, plus accrued and
unpaid interest and Additional Interest, 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); provided that at least 65% of the aggregate
principal amount of Notes (which includes Additional Notes, if any) originally
issued remains outstanding immediately after the occurrence of each such
redemption (excluding 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.

     (c) On and after the redemption date interest ceases to accrue on Notes or
portions thereof called for redemption.

     6. Mandatory Redemption. The Company shall not be required to make
mandatory redemption payments with respect to the Notes.

     7. Repurchase at Option of Holder.

     (a) Upon the occurrence of a Change of Control, each Holder of Notes shall
have the right to require the Company to repurchase all or any part (equal to
$1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the
offer described below (the "Change of Control Offer") at an offer price in cash
equal to 101% of the aggregate principal amount thereof plus accrued and unpaid
interest and

<PAGE>

Additional Interest, if any, thereon to the date of purchase (the "Change of
Control Payment"). Within 10 days following any Change of Control, the Company
shall mail a notice to each Holder setting forth the procedures governing the
Change of Control Offer as required by the Indenture.

     (b) If the Company or a Restricted Subsidiary consummates any Asset Sales,
when the aggregate amount of Excess Proceeds exceeds $25 million, the Company or
the applicable Restricted Subsidiary shall commence an offer to all Holders
pursuant to Section 4.10 of the Indenture to purchase the maximum principal
amount of Notes (an "Asset Sale Offer") to all Holders of Notes and all holders
of such other Indebtedness of the Company that is pari passu with the Notes
containing provisions similar to those set forth in the Indenture with respect
to offers to purchase or redeem with the proceeds of sales of assets that may be
purchased out of the Excess Proceeds, at an offer price in cash in an amount
equal to 100% of the principal amount thereof plus accrued and unpaid interest
and Additional Interest, if any, thereon to the date of purchase, in accordance
with the procedures set forth in the Indenture. To the extent that any Excess
Proceeds remain after consummation of an Asset Sale Offer, the Company may use
such Excess Proceeds for any purpose not otherwise prohibited by the Indenture.
If the aggregate principal amount of Notes and other pari passu Indebtedness
tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the
Trustee shall select the Notes and such other pari passu Indebtedness to be
purchased on a pro rata basis. Upon completion of each Asset Sale Offer, the
amount of Excess Proceeds shall be reset to zero. Holders of Notes that are the
subject of an offer to purchase shall receive an Asset Sale Offer from the
Company prior to any related purchase date and may elect to have such Notes
purchased by completing the form entitled "Option of Holder to Elect Purchase"
on the reverse of the Notes.

     8. Notice of Redemption. Notice of redemption shall be mailed at least 30
days but not more than 60 days before the redemption date to each Holder whose
Notes are to be redeemed at its registered address. Notes in denominations
larger than $1,000 may be redeemed in part but only in whole multiples of
$1,000, unless all of the Notes held by a Holder are to be redeemed.

     9. Denominations, Transfer, Exchange. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder 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 Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, the Company
need not exchange or register the transfer of any Notes for a period of 15 days
before a selection of 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 Note may be treated
as its owner for all purposes.

     11. Amendment, Supplement and Waiver. Subject to certain exceptions, the
Indenture or the Notes may be amended or supplemented with the consent of the
Holders of at least a majority in principal amount of the then outstanding Notes
voting as a single class, and any existing default or compliance with any
provision of the Indenture or the Notes (other than a Default or Event of
Default in the payment of the principal of or premium, if any, Additional
Interest, if any, or interest on the Notes) or compliance with any provision of
the Indenture or the Notes may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes voting as a single
class. Without the consent of any Holder of a Note, the Indenture or the Notes
may be amended or supplemented to cure any ambiguity, defect or inconsistency,
to provide for uncertificated Notes in addition to or in place of certificated
Notes, to provide for the assumption of the Company's obligations to Holders of
the Notes in case of a merger or

<PAGE>

consolidation or sale of all or substantially all of the Company's assets, to
provide for the issuance of Additional Notes in accordance with the limitations
set forth in the Indenture, to make any change that would provide any additional
rights or benefits to the Holders of the Notes or that does not adversely affect
the legal rights under the Indenture of any such Holder, or to comply with the
requirements of the Commission in order to effect or maintain the qualification
of the Indenture under the Trust Indenture Act.

     12. Defaults and Remedies. Events of Default include: (i) default for 30
days by the Company in the payment when due of interest or Additional Interest
with respect to the Notes; (ii) default by the Company in payment when due of
the principal of, or premium, if any, on the Notes; (iii) failure by the Company
or any of its Restricted Subsidiaries to comply with any of the provisions of
Section 4.07, 4.09 or 5.01 of the Indenture; (iv) failure by the Company or any
of its Restricted Subsidiaries to comply with any of the provisions of Section
4.10 or 4.15 for 30 days after notice to the Company by the Trustee; (v) failure
by the Company or any of its Restricted Subsidiaries to observe or perform any
of the other agreements in the Indenture or the Notes for 60 days after notice
to the Company by the Trustee; (vi) 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, for so long as
any of the 7.25% Convertible Notes due 2010 are outstanding, any of its
Restricted Subsidiaries (or the payment of which is guaranteed by the Company,
or for so long as any of the 7.25% Convertible Notes due 2010 are outstanding,
any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now
exists, or is created after the Issue Date, if that default (a) 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 (b) 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 $10.0
million or more; (vii) certain final judgments for the payment of money are
entered by a court or courts of competent jurisdiction against the Company or
any of its Subsidiaries and such judgment or judgments remain unpaid or
undischarged for a period of 60 days (during which execution shall not be
effectively stayed); provided that the aggregate of all such undischarged
judgments exceeds $10.0 million; and (viii) certain events of bankruptcy or
insolvency with respect to the Company or any of its Significant Subsidiaries or
any group of Restricted Subsidiaries that, taken as a whole, would constitute a
Significant Subsidiary. If any Event of Default (other than an Event of Default
specified in clause (viii) of this Section 12) occurs and is continuing, the
Trustee or the Holders of at least 25% in principal amount of the then
outstanding Notes may declare all the Notes to be due and payable immediately.
Notwithstanding the foregoing, in the case of an Event of Default arising from
certain events of bankruptcy or insolvency as specified in clause (viii) of this
Section 12, all outstanding Notes shall become due and payable immediately
without further action or notice. Holders may not enforce the Indenture or the
Notes except as provided in the Indenture. Subject to certain limitations,
Holders of a majority in principal amount of the then outstanding Notes may
direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders of the Notes notice of any continuing Default or Event of
Default (except a Default or Event of Default relating to the payment of
principal or interest) if it determines that withholding notice is in their
interest. The Holders of a majority in aggregate principal amount of the Notes
then outstanding by notice to the Trustee may on behalf of the Holders of all of
the Notes waive any existing Default or Event of Default and its consequences
under the Indenture, except a continuing Default or Event of Default in the
payment of interest or Additional Interest on, or the principal of, the Notes.
The Company is required to deliver to the Trustee annually a statement regarding
compliance with the Indenture, and the Company is required upon becoming aware
of any Default or Event of Default, to deliver to the Trustee a statement
specifying such Default or Event of Default.

<PAGE>

     13. Trustee Dealings with Company. The Trustee, in its individual or any
other capacity, may make loans to, accept deposits from, and perform services
for the Company or its Affiliates, and may otherwise deal with the Company or
its Affiliates, as if it were not the Trustee.

     14. No Recourse Against Others. Any director, officer, employee,
incorporator or stockholder of the Company, as such, shall not have any
liability for any obligations of the Company under the Notes or the Indenture or
for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Notes.

     15. Authentication. This Note shall not be valid until authenticated by the
manual signature of the Trustee or an Authenticating Agent.

     16. Abbreviations. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with rights of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

     17. Registration Rights Agreement. In addition to the rights provided to
Holders of Notes under the Indenture, Holders of Restricted Global Notes and
Restricted Definitive Notes shall have all the rights set forth in the
Registration Rights Agreement dated as of March 19, 2004, between the Company
and the Initial Purchasers.

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

<PAGE>

                                 ASSIGNMENT FORM

     To assign this Note, fill in the form below:

     (I) or (we) assign and transfer this Note to

________________________________________________________________________________
(Insert assignee's soc. or tax I.D. no.)

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

and irrevocably appoint ______________________________ to transfer this 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 Note)


Signature Guarantee*:


________________________________________

(*Participant in a Recognized Signature
Guarantee Medallion Program)

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

     If you want to elect to have this Note purchased by the Company pursuant to
Section 4.10 or 4.15 of the Indenture, check the box below:

     [_] Section 4.10 [_] Section 4.15

     If you want to elect to have only part of the Note purchased by the Company
pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount you
elect to have purchased: $ ________


Date: ________________        Your Signature: __________________________________
                                        (Sign exactly as your name appears on
                                        the face of this Note)

                              Tax Identification No: ___________________________

Signature Guarantee*:

________________________________________

(*Participant in a Recognized Signature
Guarantee Medallion Program)

<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 in     following such      authorized officer
                   in Principal Amount    Principal Amount of       decrease (or          of Trustee or
Date of Exchange   of this Global Note      this Global Note          increase)             Custodian
----------------   -------------------   ---------------------   -------------------   ------------------
<S>                <C>                   <C>                     <C>                   <C>

</TABLE>

<PAGE>

                                                               EXECUTION VERSION


                          REGISTRATION RIGHTS AGREEMENT

                           Dated as of March 19, 2004
                                  by and among

                            Sierra Pacific Resources

                                    as Issuer

                                       and

                              Lehman Brothers Inc.
               Merrill Lynch, Pierce, Fenner & Smith Incorporated
                               UBS Securities LLC

                            as the Initial Purchasers

<PAGE>

          This Registration Rights Agreement (this "Agreement") is made and
entered into as of March 19, 2004, by and among Sierra Pacific Resources, a
Nevada corporation (the "Company") and Lehman Brothers Inc., Merrill Lynch,
Pierce, Fenner & Smith Incorporated and UBS Securities LLC (each an "Initial
Purchaser" and, collectively, the "Initial Purchasers") each of whom have agreed
to purchase the Company's [ ]% Senior Notes due 2014 (the "Notes") pursuant to
the Purchase Agreement (as defined below).

          This Agreement is made pursuant to the Purchase Agreement, dated March
16, 2004 (the "Purchase Agreement"), among the Company and the Initial
Purchasers. In order to induce the Initial Purchasers to purchase the Notes, the
Company has agreed to provide the registration rights set forth in this
Agreement. The execution and delivery of this Agreement is a condition to the
obligations of the Initial Purchasers set forth in Section 7 of the Purchase
Agreement. Capitalized terms used herein and not otherwise defined shall have
the meanings assigned to them in the Indenture, dated as of March 19, 2004 (the
"Indenture"), between the Company and The Bank of New York, as Trustee, relating
to the Notes and the Exchange Notes (as defined below).

          The parties hereby agree as follows:

SECTION 1.  DEFINITIONS

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

          Act: The Securities Act of 1933, as amended.

          Affiliate: As defined in Rule 144 of the Act.

          Broker-Dealer: Any broker or dealer registered under the Exchange Act.

          Closing Date: The date hereof.

          Commission: The Securities and Exchange Commission.

          Consummate: An Exchange Offer shall be deemed "Consummated" for
purposes of this Agreement upon the occurrence of (a) the filing and
effectiveness under the Act of the Exchange Offer Registration Statement
relating to the Exchange Notes to be issued in the Exchange Offer, (b) the
maintenance of such Exchange Offer Registration Statement continuously effective
and the keeping of the Exchange Offer open for a period not less than the period
required pursuant to Section 3(b) hereof and (c) the delivery by the Company to
the Registrar under the Indenture of Exchange Notes in the same aggregate
principal amount as the aggregate principal amount of Notes tendered by Holders
thereof pursuant to the Exchange Offer.

          Consummation Deadline: As defined in Section 3(b) hereof.

          Effectiveness Deadline: As defined in Section 3(a) and 4(a) hereof.

                                        2

<PAGE>

          Exchange Act: The Securities Exchange Act of 1934, as amended.

          Exchange Notes: The Company's [ ]% Senior Notes due 2014, registered
under the Act, to be issued pursuant to the Indenture: (i) in the Exchange Offer
or (ii) as contemplated by Section 4 hereof.

          Exchange Offer: The exchange and issuance by the Company of a
principal amount of Exchange Notes (which shall be registered pursuant to the
Exchange Offer Registration Statement) equal to the outstanding principal amount
of Notes that are tendered by such Holders in connection with such exchange and
issuance.

          Exchange Offer Registration Statement: The Registration Statement
relating to the Exchange Offer, including the related Prospectus.

          Exempt Resales: The transactions in which the Initial Purchasers
propose to sell the Notes to certain "qualified institutional buyers," as such
term is defined in Rule 144A under the Act, and pursuant to Regulation S under
the Act.

          Filing Deadline: As defined in Sections 3(a) and 4(a) hereof.

          Holders: As defined in Section 2 hereof.

          Interest Payment Date: As defined in the Notes and the Exchange Notes.

          Person: As defined in the Indenture.

          Prospectus: The prospectus included in a Registration Statement at the
time such Registration Statement is declared effective, as amended or
supplemented by any prospectus supplement and by all other amendments thereto,
including post-effective amendments, and all material incorporated by reference
into such Prospectus.

          Recommencement Date: As defined in Section 6(e) hereof.

          Registration Default: As defined in Section 5 hereof.

          Registration Statement: Any registration statement of the Company
relating to (a) an offering of Exchange Notes pursuant to an Exchange Offer or
(b) the registration for resale of Transfer Restricted Securities pursuant to
the Shelf Registration Statement, in each case (i) that is filed pursuant to the
provisions of this Agreement and (ii) including the Prospectus included therein,
all amendments and supplements thereto (including post-effective amendments) and
all exhibits and material incorporated by reference therein.

          Regulation S: Regulation S promulgated under the Act.

          Rule 144: Rule 144 promulgated under the Act.

          Shelf Registration Statement: As defined in Section 4 hereof.

          Suspension Notice: As defined in Section 6(e) hereof.

                                        3

<PAGE>

          TIA: The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa-77bbbb)
as in effect on the date of the Indenture.

          Transfer Restricted Securities: (i) Each Note, until the earliest to
occur of (a) the date on which such Note is exchanged in the Exchange Offer for
an Exchange Note which is entitled to be resold to the public by the Holder
thereof without complying with the prospectus delivery requirements of the Act,
(b) the date on which such Note has been disposed of in accordance with a Shelf
Registration Statement, or (c) the date on which such Note is distributed to the
public pursuant to Rule 144 under the Act and (ii) each Exchange Note acquired
by a Broker-Dealer in exchange for a Note acquired for its own account as a
result of market making activities or other trading activities until the date on
which such Exchange Note is disposed of by a Broker-Dealer pursuant to the "Plan
of Distribution" contemplated by the Exchange Offer Registration Statement
(including the delivery of the Prospectus contained therein).

SECTION 2.  HOLDERS

          A Person is deemed to be a holder of Transfer Restricted Securities
(each, a "Holder") whenever such Person owns Transfer Restricted Securities.

SECTION 3.  REGISTERED EXCHANGE OFFER

          (a)  Unless the Exchange Offer shall not be permitted by applicable
federal law (after the procedures set forth in Section 6(a)(i) below have been
complied with), the Company shall (i) cause the Exchange Offer Registration
Statement to be filed with the Commission no later than 180 days after the
Closing Date (such 180/th/ day being the "Filing Deadline"), (ii) use all
commercially reasonable efforts to cause such Exchange Offer Registration
Statement to become effective at the earliest possible time, but in no event
later than 270 days after the Closing Date (such 270/th/ day being the
"Effectiveness Deadline"), (iii) in connection with the foregoing, (A) file all
pre-effective amendments to such Exchange Offer Registration Statement as may be
necessary in order to cause it to become effective, (B) file, if applicable, a
post-effective amendment to such Exchange Offer Registration Statement pursuant
to Rule 430A under the Act and (C) cause all necessary filings, if any, in
connection with the registration and qualification of the Exchange Notes to be
made under the Blue Sky laws of such jurisdictions as are necessary to permit
Consummation of the Exchange Offer, and (iv) upon the effectiveness of such
Exchange Offer Registration Statement, commence and Consummate the Exchange
Offer. The Exchange Offer shall be on the appropriate form permitting (i)
registration of the Exchange Notes to be offered in exchange for the Notes that
are Transfer Restricted Securities and (ii) resales of Exchange Notes by
Broker-Dealers that tendered into the Exchange Offer Notes that such
Broker-Dealer acquired for its own account as a result of market making
activities or other trading activities (other than Notes acquired directly from
the Company or any of its Affiliates) as contemplated by Section 3(c) below.

          (b)  The Company shall use all commercially reasonable efforts to
cause the Exchange Offer Registration Statement to be effective continuously,
subject to Section 6(e) hereof, and shall keep the Exchange Offer open for a
period of not less than the minimum period required under applicable federal and
state securities laws to Consummate the Exchange Offer; provided, however, that
in no event shall such period be less than 20 business days. The

                                        4

<PAGE>

Company shall cause the Exchange Offer to comply with all applicable federal and
state securities laws. No securities other than the Exchange Notes shall be
included in the Exchange Offer Registration Statement. The Company shall use all
commercially reasonable efforts to cause the Exchange Offer to be Consummated on
the earliest practicable date after the Exchange Offer Registration Statement
has become effective, but in no event later than 40 business days thereafter
(such 40/th/ business day being the "Consummation Deadline").

          (c)  The Company shall include a "Plan of Distribution" section in the
Prospectus contained in the Exchange Offer Registration Statement and indicate
therein that any Broker-Dealer who holds Transfer Restricted Securities that
were acquired for the account of such Broker-Dealer as a result of market-making
activities or other trading activities (other than Notes acquired directly from
the Company or any Affiliate of the Company), may exchange such Transfer
Restricted Securities pursuant to the Exchange Offer. Such "Plan of
Distribution" section shall also contain all other information with respect to
such sales by such Broker-Dealers that the Commission may require in order to
permit such sales pursuant thereto, but such "Plan of Distribution" shall not
name any such Broker-Dealer or disclose the amount of Transfer Restricted
Securities held by any such Broker-Dealer, except to the extent required by the
Commission as a result of a change in policy, rules or regulations after the
date of this Agreement.

          Because such Broker-Dealer may be deemed to be an "underwriter" within
the meaning of the Act and must, therefore, deliver a prospectus meeting the
requirements of the Act in connection with its initial sale of any Exchange
Notes received by such Broker-Dealer in the Exchange Offer, the Company shall,
subject to Section 6(e) hereof, permit the use of the Prospectus contained in
the Exchange Offer Registration Statement by such Broker-Dealer to satisfy such
prospectus delivery requirement. To the extent necessary to ensure that the
prospectus contained in the Exchange Offer Registration Statement is available
for sales of Exchange Notes by Broker-Dealers, the Company agrees to use all
commercially reasonable efforts to keep the Exchange Offer Registration
Statement continuously effective, supplemented, amended and current as required
by and subject to the provisions of Section 6(a), (c) and (e) hereof and in
conformity with the requirements of this Agreement, the Act and the policies,
rules and regulations of the Commission as announced from time to time, for a
period of one year from the date on which the Exchange Offer is Consummated or
such shorter period as will terminate when all Transfer Restricted Securities
covered by such Registration Statement have been sold pursuant thereto. The
Company shall provide sufficient copies of the latest version of such Prospectus
to such Broker-Dealers, promptly upon request, and in no event later than one
day after such request, at any time during such period.

SECTION 4.  SHELF REGISTRATION

          (a)  Shelf Registration. If (i) the Exchange Offer is not permitted by
applicable law or Commission policy (after the Company has complied with the
procedures set forth in Section 6(a)(i) below) or (ii) if any Holder of Transfer
Restricted Securities shall notify the Company within 20 business days following
the Consummation of the Exchange Offer that (A) such Holder was prohibited by
applicable law or Commission policy from participating in the Exchange Offer or
(B) such Holder may not resell the Exchange Notes acquired by it in the Exchange
Offer to the public without delivering a prospectus and the Prospectus contained
in the

                                        5

<PAGE>

Exchange Offer Registration Statement is not appropriate or available for such
resales by such Holder or (C) such Holder is a Broker-Dealer and holds Notes
acquired directly from the Company or any of its Affiliates, then the Company
shall:

          (x)  cause to be filed, on or prior to 30 days after the earlier of
(i) the date on which the Company determines that the Exchange Offer
Registration Statement cannot be filed as a result of clause (a)(i) above and
(ii) the date on which the Company receives the notice specified in clause
(a)(ii) above (such earlier date, the "Filing Deadline"), a shelf registration
statement pursuant to Rule 415 under the Act (which may be an amendment to the
Exchange Offer Registration Statement (the "Shelf Registration Statement")),
relating to all Transfer Restricted Securities; and

          (y)  shall use all commercially reasonable efforts to cause such Shelf
Registration Statement to become effective on or prior to 90 days after the
Filing Deadline for the Shelf Registration Statement (such 90/th/ day the
"Effectiveness Deadline").

          If, after the Company has filed an Exchange Offer Registration
Statement that satisfies the requirements of Section 3(a) above, the Company is
required to file and make effective a Shelf Registration Statement solely
because the Exchange Offer is not permitted under applicable federal law (i.e.,
clause (a)(i) above), then the filing of the Exchange Offer Registration
Statement shall be deemed to satisfy the requirements of clause (x) above;
provided that, in such event, the Company shall remain obligated to meet the
Effectiveness Deadline set forth in clause (y).

          To the extent necessary to ensure that the Shelf Registration
Statement is available for sales of Transfer Restricted Securities by the
Holders thereof entitled to the benefit of this Section 4(a) and the other
securities required to be registered therein pursuant to Section 6(b)(ii)
hereof, the Company shall use all commercially reasonable efforts to keep any
Shelf Registration Statement required by this Section 4(a) continuously
effective, supplemented, amended and current as required by and subject to the
provisions of Sections 6(b) and (c) hereof and in conformity with the
requirements of this Agreement, the Act and the policies, rules and regulations
of the Commission as announced from time to time, for a period of at least two
years (as extended pursuant to Section 6(c)(i)) following the Closing Date, or
such shorter period as will terminate when all Transfer Restricted Securities
covered by such Shelf Registration Statement have been sold pursuant thereto.

          (b)  Provision by Holders of Certain Information in Connection with
the Shelf Registration Statement. No Holder of Transfer Restricted Securities
may include any of its Transfer Restricted Securities in any Shelf Registration
Statement pursuant to this Agreement unless and until such Holder furnishes to
the Company in writing, within 20 days after receipt of a request therefor, the
information specified in Item 507 or 508 of Regulation S-K, as applicable, of
the Act for use in connection with any Shelf Registration Statement or
Prospectus or preliminary Prospectus included therein. No Holder of Transfer
Restricted Securities shall be entitled to Additional Interest pursuant to
Section 5 hereof unless and until such Holder shall have provided all such
information. By its acceptance of Transfer Restricted Securities, each Holder
agrees to promptly furnish additional information required to be disclosed in
order to

                                        6

<PAGE>

make the information previously furnished to the Company by such Holder not
materially misleading.

SECTION 5.  ADDITIONAL INTEREST

          If (i) any Registration Statement required by this Agreement is not
filed with the Commission on or prior to the applicable Filing Deadline, (ii)
any such Registration Statement has not been declared effective by the
Commission on or prior to the applicable Effectiveness Deadline, (iii) the
Exchange Offer has not been Consummated on or prior to the Consummation Deadline
or (iv) subject to Section 6(e) hereof, any Registration Statement required by
this Agreement is filed and declared effective but shall thereafter cease to be
effective or fail to be usable for its intended purpose without being succeeded
within two business days by a post-effective amendment to such Registration
Statement that cures such failure and that is itself declared effective within
five business days of filing such post-effective amendment to such Registration
Statement (each such event referred to in clauses (i) through (iv), a
"Registration Default"), then the Company hereby agrees to pay to each Holder of
Transfer Restricted Securities affected thereby Additional Interest in an amount
equal to $0.05 per week per $1,000 in principal amount of Transfer Restricted
Securities held by such Holder for the first 90-day period immediately following
the occurrence of such Registration Default. The amount of the Additional
Interest shall increase by an additional $0.05 per week per $1,000 in principal
amount of Transfer Restricted Securities with respect to each subsequent 90-day
period until all Registration Defaults have been cured, up to a maximum amount
of Additional Interest of $0.50 per week per $1,000 in principal amount of
Transfer Restricted Securities; provided that the Company shall in no event be
required to pay Additional Interest for more than one Registration Default at
any given time. Notwithstanding anything to the contrary set forth herein, (1)
upon filing of the Exchange Offer Registration Statement (and/or, if applicable,
the Shelf Registration Statement), in the case of (i) above, (2) upon the
effectiveness of the Exchange Offer Registration Statement (an/or, if applicable
the Shelf Registration Statement), in the case of (ii) above, (3) upon
Consummation of the Exchange Offer, in the case of (iii) above, or (4) upon the
filing of a post-effective amendment to the Registration Statement or an
additional Registration Statement that causes the Exchange Offer Registration
Statement (and/or, if applicable, the Shelf Registration Statement) to again be
declared effective or made usable, in the case of (iv) above, the Additional
Interest payable with respect to the Transfer Restricted Securities as a result
of such clause (i), (ii), (iii) or (iv), as applicable, shall cease.

          All accrued Additional Interest shall be paid to the Holders entitled
thereto, in the manner provided for the payment of interest in the Indenture, on
each Interest Payment Date, as more fully set forth in the Indenture and the
Notes. Notwithstanding the fact that any securities for which Additional
Interest are due cease to be Transfer Restricted Securities, all obligations of
the Company to pay Additional Interest with respect to securities shall survive
until such time as such obligations with respect to such securities shall have
been satisfied in full.

SECTION 6.  REGISTRATION PROCEDURES

          (a)  Exchange Offer Registration Statement. In connection with the
Exchange Offer, the Company shall (x) comply with all applicable provisions of
Section 6(c) below, (y) use all commercially reasonable efforts to effect such
exchange and to permit the resale of

                                        7

<PAGE>

Exchange Notes by any Broker-Dealer that tendered Notes in the Exchange Offer
that such Broker-Dealer acquired for its own account as a result of its market
making activities or other trading activities (other than Notes acquired
directly from the Company or any of its Affiliates) being sold in accordance
with the intended method or methods of distribution thereof, and (z) comply with
all of the following provisions:

          (i)    If, following the date hereof there has been announced a change
     in Commission policy with respect to exchange offers such as the Exchange
     Offer, that in the reasonable opinion of counsel to the Company raises a
     substantial question as to whether the Exchange Offer is permitted by
     applicable federal law, the Company hereby agrees to seek a no-action
     letter or other favorable decision from the Commission allowing the Company
     to Consummate an Exchange Offer for such Transfer Restricted Securities.
     The Company hereby agrees to pursue the issuance of such a decision to the
     Commission staff level. In connection with the foregoing, the Company
     hereby agrees to take all such other actions as may be requested by the
     Commission or otherwise required in connection with the issuance of such
     decision, including without limitation (A) participating in telephonic
     conferences with the Commission staff, (B) delivering to the Commission
     staff an analysis prepared by counsel to the Company setting forth the
     legal bases, if any, upon which such counsel has concluded that such an
     Exchange Offer should be permitted and (C) use commercially reasonable
     efforts to diligently pursuing a resolution (which need not be favorable)
     by the Commission staff.

          (ii)   As a condition to its participation in the Exchange Offer, each
     Holder of Transfer Restricted Securities (including, without limitation,
     any Holder who is a Broker Dealer) shall furnish, upon the request of the
     Company, prior to the Consummation of the Exchange Offer, a written
     representation to the Company (which may be contained in the letter of
     transmittal contemplated by the Exchange Offer Registration Statement) to
     the effect that (A) it is not an Affiliate of the Company, (B) it is not
     engaged in, and does not intend to engage in, and has no arrangement or
     understanding with any person to participate in, a distribution of the
     Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring
     the Exchange Notes in its ordinary course of business. As a condition to
     its participation in the Exchange Offer, each Holder using the Exchange
     Offer to participate in a distribution of the Exchange Notes will be
     required to acknowledge and agree that, if the resales are of Exchange
     Notes obtained by such Holder in exchange for Notes acquired directly from
     the Company or an Affiliate thereof, it (1) could not, under Commission
     policy as in effect on the date of this Agreement, rely on the position of
     the Commission enunciated in Morgan Stanley and Co., Inc. (available June
     5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988),
     as interpreted in the Commission's letter to Shearman & Sterling dated July
     2, 1993, and similar no-action letters (including, if applicable, any
     no-action letter obtained pursuant to clause (i) above), and (2) must
     comply with the registration and prospectus delivery requirements of the
     Act in connection with a secondary resale transaction and that such a
     secondary resale transaction must be covered by an effective registration
     statement containing the selling security holder information required by
     Item 507 or 508, as applicable, of Regulation S-K.

                                        8

<PAGE>

          (iii)  Prior to effectiveness of the Exchange Offer Registration
     Statement, the Company shall provide a supplemental letter to the
     Commission (A) stating that the Company is registering the Exchange Offer
     in reliance on the position of the Commission enunciated in Exxon Capital
     Holdings Corporation (available May 13, 1988), Morgan Stanley and Co., Inc.
     (available June 5, 1991) as interpreted in the Commission's letter to
     Shearman & Sterling dated July 2, 1993, and, if applicable, any no-action
     letter obtained pursuant to clause (i) above, (B) including a
     representation that the Company has not entered into any arrangement or
     understanding with any Person to distribute the Exchange Notes to be
     received in the Exchange Offer and that, to the best of the Company's
     information and belief, each Holder participating in the Exchange Offer is
     acquiring the Exchange Notes in its ordinary course of business and has no
     arrangement or understanding with any Person to participate in the
     distribution of the Exchange Notes received in the Exchange Offer and (C)
     any other undertaking or representation required by the Commission as set
     forth in any no-action letter obtained pursuant to clause (i) above, if
     applicable.

          (b)  Shelf Registration Statement. In connection with the Shelf
Registration Statement, the Company shall:

          (i)    comply with all the provisions of Section 6(c) and 6(d) below
     and use all commercially reasonable efforts to effect such registration to
     permit the sale of the Transfer Restricted Securities being sold in
     accordance with the intended method or methods of distribution thereof (as
     indicated in the information furnished to the Company pursuant to Section
     4(b) hereof), and pursuant thereto the Company will prepare and file with
     the Commission a Registration Statement relating to the registration on any
     appropriate form under the Act, which form shall be available for the sale
     of the Transfer Restricted Securities in accordance with the intended
     method or methods of distribution thereof within the time periods and
     otherwise in accordance with the provisions hereof; and

          (ii)   issue, upon the request of any Holder or purchaser of Notes
     covered by any Shelf Registration Statement contemplated by this Agreement,
     Exchange Notes having an aggregate principal amount equal to the aggregate
     principal amount of Notes sold pursuant to the Shelf Registration Statement
     and surrendered to the Company for cancellation; the Company shall register
     Exchange Notes on the Shelf Registration Statement for this purpose and
     issue the Exchange Notes to the purchaser(s) of securities subject to the
     Shelf Registration Statement in the names as such purchaser(s) shall
     designate.

          (c)  General Provisions. In connection with any Registration Statement
and any related Prospectus required by this Agreement, the Company shall:

          (i)    subject to Section 6(e) hereof, use all commercially reasonable
     efforts to keep such Registration Statement continuously effective and
     provide all requisite financial statements for the period specified in
     Section 3 or 4 of this Agreement, as applicable. Upon the occurrence of any
     event that would cause any such Registration Statement or the Prospectus
     contained therein (A) to contain an untrue statement of

                                        9

<PAGE>

     material fact or omit to state any material fact necessary to make the
     statements therein not misleading or (B) not to be effective and usable for
     resale of Transfer Restricted Securities during the period required by this
     Agreement, the Company shall file promptly an appropriate amendment to such
     Registration Statement curing such defect, and, if Commission review is
     required, use its reasonable best efforts to cause such amendment to be
     declared effective as soon as practicable. If at any time the Commission
     shall issue any stop order suspending the effectiveness of any Registration
     Statement, or any state securities commission or other regulatory authority
     shall issue an order suspending the qualification or exemption from
     qualification of the Transfer Restricted Securities under state securities
     or Blue Sky laws, the Company shall use its reasonable best efforts to
     obtain the withdrawal or lifting of such order at the earliest possible
     time;

          (ii)   subject to Section 6(e) hereof, prepare and file with the
     Commission such amendments and post-effective amendments to the applicable
     Registration Statement as may be necessary to keep such Registration
     Statement effective for the applicable period set forth in Section 3 or 4
     hereof, as the case may be; cause the Prospectus to be supplemented by any
     required Prospectus supplement, and as so supplemented to be filed pursuant
     to Rule 424 under the Act, and to comply fully with Rules 424, 430A and
     462, as applicable, under the Act in a timely manner; and comply with the
     provisions of the Act with respect to the disposition of all securities
     covered by such Registration Statement during the applicable period in
     accordance with the intended method or methods of distribution by the
     sellers thereof set forth in such Registration Statement or supplement to
     the Prospectus;

          (iii)  in connection with any sale of Transfer Restricted Securities
     that will result in such securities no longer being Transfer Restricted
     Securities, cooperate with the Holders to facilitate the timely preparation
     and delivery of certificates representing Transfer Restricted Securities to
     be sold and not bearing any restrictive legends; and to register such
     Transfer Restricted Securities in such denominations and such names as the
     selling Holders may request at least two business days prior to such sale
     of Transfer Restricted Securities;

          (iv)   use all commercially reasonable efforts to cause the
     disposition of the Transfer Restricted Securities covered by the
     Registration Statement to be registered with or approved by such other
     governmental agencies or authorities as may be necessary to enable the
     seller or sellers thereof to consummate the disposition of such Transfer
     Restricted Securities; provided, however, that the Company shall not be
     required to register or qualify as a foreign corporation where it is not
     now so qualified or to take any action that would subject it to the service
     of process in suits or to taxation, other than as to matters and
     transactions relating to the Registration Statement, in any jurisdiction
     where it is not now so subject;

          (v)    provide a CUSIP number for all Transfer Restricted Securities
     not later than the effective date of a Registration Statement covering such
     Transfer Restricted Securities and provide the Trustee under the Indenture
     with certificates for the Transfer Restricted Securities which are in a
     form eligible for deposit with The Depository Trust Company;

                                       10

<PAGE>

          (vi)   otherwise use all commercially reasonable efforts to comply
     with all applicable rules and regulations of the Commission, and make
     generally available to its security holders with regard to any applicable
     Registration Statement, as soon as practicable, a consolidated earnings
     statement meeting the requirements of Rule 158 (which need not be audited)
     covering a twelve-month period beginning after the effective date of the
     Registration Statement (as such term is defined in paragraph (c) of Rule
     158 under the Act); and

          (vii)  cause the Indenture to be qualified under the TIA not later
     than the effective date of the first Registration Statement required by
     this Agreement and, in connection therewith, cooperate with the Trustee and
     the Holders to effect such changes to the Indenture as may be required for
     such Indenture to be so qualified in accordance with the terms of the TIA;
     and execute and use all commercially reasonable efforts to cause the
     Trustee to execute, all documents that may be required to effect such
     changes and all other forms and documents required to be filed with the
     Commission to enable such Indenture to be so qualified in a timely manner.

          (d)    Additional Provisions Applicable to Shelf Registration
Statements and Certain Exchange Offer Prospectuses. In connection with each
Shelf Registration Statement, and each Exchange Offer Registration Statement if
and to the extent that an Initial Purchaser has notified the Company that it is
a holder of Exchange Notes that are Transfer Restricted Securities (for so long
as such Exchange Notes are Transfer Restricted Securities or for the period
provided in Section 3, whichever is shorter), the Company shall:

          (i)    advise each Holder promptly and, if requested by such Holder,
     confirm such advice in writing, (A) when the Prospectus or any Prospectus
     supplement or post-effective amendment has been filed, and, with respect to
     any applicable Registration Statement or any post-effective amendment
     thereto, when the same has become effective, (B) of any request by the
     Commission for amendments to the Registration Statement or amendments or
     supplements to the Prospectus or for additional information relating
     thereto, (C) of the issuance by the Commission of any stop order suspending
     the effectiveness of the Registration Statement under the Act or of the
     suspension by any state securities commission of the qualification of the
     Transfer Restricted Securities for offering or sale in any jurisdiction, or
     the initiation of any proceeding for any of the preceding purposes, (D) of
     the existence of any fact or the happening of any event that makes any
     statement of a material fact made in the Registration Statement, the
     Prospectus, any amendment or supplement thereto or any document
     incorporated by reference therein untrue, or that requires the making of
     any additions to or changes in the Registration Statement in order to make
     the statements therein not misleading, or that requires the making of any
     additions to or changes in the Prospectus in order to make the statements
     therein, in the light of the circumstances under which they were made, not
     misleading;

          (ii)   if any fact or event contemplated by Section 6(d)(i)(D) above
     shall exist or have occurred, prepare a supplement or post-effective
     amendment to the Registration Statement or related Prospectus or any
     document incorporated therein by reference or file any other required
     document so that, as thereafter delivered to the purchasers of Transfer

                                       11

<PAGE>

     Restricted Securities, the Prospectus will not contain an untrue statement
     of a material fact or omit to state any material fact necessary to make the
     statements therein, in the light of the circumstances under which they were
     made, not misleading;

          (iii)  furnish to each Holder in connection with such exchange or
     sale, if any, before filing with the Commission, copies of any Registration
     Statement or any Prospectus included therein (except the Prospectus
     included in the Exchange Offer Registration Statement at the time it was
     declared effective) or any amendments or supplements to any such
     Registration Statement or Prospectus (including all documents incorporated
     by reference after the initial filing of such Registration Statement),
     which documents will be subject to the review and comment of such Holders
     in connection with such sale, if any, for a period of at least five
     business days, and the Company will not file any such Registration
     Statement or Prospectus or any amendment or supplement to any such
     Registration Statement or Prospectus (including all such documents
     incorporated by reference) to which such Holders shall reasonably object
     within five business days after the receipt thereof a Holder shall be
     deemed to have reasonably objected to such filing if such Registration
     Statement, amendment, Prospectus or supplement, as applicable, as proposed
     to be filed, contains an untrue statement of a material fact or omits to
     state any material fact necessary to make the statements therein not
     misleading or fails to comply with the applicable requirements of the Act;

          (iv)   promptly prior to the filing of any document that is to be
     incorporated by reference into a Registration Statement or Prospectus,
     provide copies of such document to each Holder in connection with such
     exchange or sale, if any, make the Company's representatives available for
     discussion of such document and other customary due diligence matters, and
     include such information in such document prior to the filing thereof as
     such Holders may reasonably request;

          (v)    make available, at reasonable times, for inspection by each
     Holder and any attorney or accountant retained by such Holders, all
     financial and other records, pertinent corporate documents of the Company
     and cause the Company's officers, directors and employees to supply all
     information reasonably requested by any such Holder, attorney or accountant
     in connection with such Registration Statement or any post-effective
     amendment thereto subsequent to the filing thereof and prior to its
     effectiveness;

          (vi)   if requested by any Holders in connection with such exchange or
     sale, promptly include in any Registration Statement or Prospectus,
     pursuant to a supplement or post-effective amendment if necessary, such
     information as such Holders may reasonably request to have included
     therein, including, without limitation, information relating to the "Plan
     of Distribution" of the Transfer Restricted Securities; and make all
     required filings of such Prospectus supplement or post-effective amendment
     as soon as practicable after the Company is notified of the matters to be
     included in such Prospectus supplement or post-effective amendment;

          (vii)  furnish to each Holder in connection with such exchange or sale
     without charge, at least one copy of the Registration Statement, as first
     filed with the

                                       12

<PAGE>

     Commission, and of each amendment thereto, including all documents
     incorporated by reference therein and all exhibits (including exhibits
     incorporated therein by reference);

          (viii) deliver to each Holder without charge, as many copies of the
     Prospectus (including each preliminary prospectus) and any amendment or
     supplement thereto as such Holder reasonably may request; the Company
     hereby consents to the use (in accordance with law) of the Prospectus and
     any amendment or supplement thereto by each selling Holder in connection
     with the offering and the sale of the Transfer Restricted Securities
     covered by the Prospectus or any amendment or supplement thereto;

          (ix)   upon the request of any Holder, enter into such agreements
     (including underwriting agreements) and make such representations and
     warranties and take all such other actions in connection therewith in order
     to expedite or facilitate the disposition of the Transfer Restricted
     Securities pursuant to any applicable Registration Statement contemplated
     by this Agreement as may be reasonably requested by any Holder in
     connection with any sale or resale pursuant to any applicable Registration
     Statement. In such connection, the Company shall:

               (A)  upon request of any Holder, furnish (or in the case of
          paragraphs (2) and (3), use all commercially reasonable efforts to
          cause to be furnished) to each Holder, upon Consummation of the
          Exchange Offer or upon the effectiveness of the Shelf Registration
          Statement, as the case may be:

                    (1)  a certificate, dated such date, signed on behalf of the
               Company by (x) the President or any Vice President and (y) a
               principal financial or accounting officer of the Company,
               confirming, as of the date thereof, the matters set forth in
               Section 7(j) of the Purchase Agreement and such other matters as
               such Holders may reasonably request;

                    (2)  an opinion or opinions, dated the date of Consummation
               of the Exchange Offer or the date of effectiveness of the Shelf
               Registration Statement, as the case may be, of counsel for the
               Company covering matters similar to those set forth in Sections
               7(c) and 7(d) of the Purchase Agreement and such other matters as
               such Holder may reasonably request, and in any event including a
               statement to the effect that such counsel has participated in
               conferences with officers and other representatives of the
               Company, representatives of the independent public accountants
               for the Company and has considered the matters required to be
               stated therein and the statements contained therein, although
               such counsel has not independently verified the accuracy,
               completeness or fairness of such statements; and that such
               counsel advises that, on the basis of the foregoing, no facts
               came to such counsel's attention that caused such counsel to
               believe that the applicable Registration Statement, at the time
               such Registration Statement or any post-effective amendment
               thereto became effective and, in the case of the Exchange Offer
               Registration Statement, as of the date of Consummation of the
               Exchange Offer, contained an untrue statement of a material fact
               or omitted to state a

                                       13

<PAGE>

               material fact required to be stated therein or necessary to make
               the statements therein not misleading, or that the Prospectus
               contained in such Registration Statement as of its date and, in
               the case of the opinion dated the date of Consummation of the
               Exchange Offer, as of the date of Consummation, contained an
               untrue statement of a material fact or omitted to state a
               material fact necessary in order to make the statements therein,
               in the light of the circumstances under which they were made, not
               misleading. Without limiting the foregoing, such counsel may
               state further that such counsel assumes no responsibility for,
               and has not independently verified, the accuracy, completeness or
               fairness of the financial statements, notes and schedules and
               other financial data included in any Registration Statement
               contemplated by this Agreement or the related Prospectus; and

                    (3)  a customary comfort letter, dated the date of
               Consummation of the Exchange Offer, or as of the date of
               effectiveness of the Shelf Registration Statement, as the case
               may be, from the Company's independent accountants, in the
               customary form and covering matters of the type customarily
               covered in comfort letters to underwriters in connection with
               underwritten offerings, and affirming the matters set forth in
               the comfort letters delivered pursuant to Section 7(g) of the
               Purchase Agreement; and

               (B)  deliver such other documents and certificates as may be
          reasonably requested by the selling Holders to evidence compliance
          with the matters covered in clause (A) above and with any customary
          conditions contained in any agreement entered into by the Company
          pursuant to this clause (ix);

          (x)    prior to any public offering of Transfer Restricted Securities,
     cooperate with the selling Holders and their counsel in connection with the
     registration and qualification of the Transfer Restricted Securities under
     the securities or Blue Sky laws of such jurisdictions as the selling
     Holders may request and do any and all other acts or things necessary or
     advisable to enable the disposition in such jurisdictions of the Transfer
     Restricted Securities covered by the applicable Registration Statement;
     provided, however, that the Company shall not be required to register or
     qualify as a foreign corporation where it is not now so qualified or to
     take any action that would subject it to the service of process in suits or
     to taxation, other than as to matters and transactions relating to the
     Registration Statement, in any jurisdiction where it is not now so subject;
     and

          (xi)   provide promptly to each Holder, upon request, each document
     filed with the Commission pursuant to the requirements of Section 13 or
     Section 15(d) of the Exchange Act.

          (e)    Restrictions on Holders. Each Holder's acquisition of a
Transfer Restricted Security constitutes such Holder's agreement that, upon
receipt of the notice referred to in Section 6(d)(i)(C) or any notice from the
Company of the existence of any fact of the kind

                                       14

<PAGE>

described in Section 6(d)(i)(D) hereof (in each case, a "Suspension Notice"),
such Holder will forthwith discontinue disposition of Transfer Restricted
Securities pursuant to the applicable Registration Statement until (i) such
Holder has received copies of the supplemented or amended Prospectus
contemplated by Section 6(d)(ii) hereof, or (ii) such Holder is advised in
writing by the Company that the use of the Prospectus may be resumed, and has
received copies of any additional or supplemental filings that are incorporated
by reference in the Prospectus (in each case, the "Recommencement Date" with
each such period of time from the Suspension Notice until the Recommencement
Date being referred to herein as a "Blackout Period"). Each Holder receiving a
Suspension Notice shall be required to either (i) destroy any Prospectuses,
other than permanent file copies, then in such Holder's possession that have
been replaced by the Company with more recently dated Prospectuses or (ii)
deliver to the Company (at the Company's expense) all copies, other than
permanent file copies, then in such Holder's possession of the Prospectus
covering such Transfer Restricted Securities that was current at the time of
receipt of the Suspension Notice. The time period regarding the effectiveness of
such Registration Statement set forth in Section 3 or 4 hereof, as applicable,
shall be extended by a number of days equal to the number of days in the period
from and including the date of delivery of the Suspension Notice to the date of
delivery of the Recommencement Date. Notwithstanding the provisions of Section 5
hereof, no Additional Interest shall accrue during any Blackout Period or during
the period the Company is seeking a no-action letter or other favorable decision
from the Commission pursuant to Section 6(a)(i) hereof.

SECTION 7.  REGISTRATION EXPENSES

          (a)  All expenses incident to the Company's performance of or
compliance with this Agreement will be borne by the Company, regardless of
whether a Registration Statement becomes effective, including without
limitation: (i) all registration and filing fees and expenses; (ii) all fees and
expenses of compliance with federal securities and state Blue Sky or securities
laws; (iii) all expenses of printing (including certificates for the Exchange
Notes to be issued in the Exchange Offer and printing of Prospectuses, messenger
and delivery services and telephone; (iv) all fees and disbursements of counsel
for the Company and one counsel for the Holders of Transfer Restricted
Securities (which counsel shall be Dewey Ballantine LLP, Simpson Thacher &
Bartlett LLP or such other counsel as shall be reasonably acceptable to the
Company); (v) all application and filing fees in connection with listing the
Exchange Notes on a national securities exchange or automated quotation system
pursuant to the requirements hereof; and (vi) all fees and disbursements of
independent certified public accountants of the Company (including the expenses
of any special audit and comfort letters required by or incident to such
performance).

          The Company will, in any event, bear its internal expenses (including,
without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the expenses of any annual audit and the
fees and expenses of any Person, including special experts, retained by the
Company.

          (b)  In connection with any Registration Statement required by this
Agreement (including, without limitation, the Exchange Offer Registration
Statement and the Shelf Registration Statement), the Company will reimburse the
Initial Purchasers and the Holders of Transfer Restricted Securities who are
tendering Notes into in the Exchange Offer and/or selling

                                       15

<PAGE>

or reselling Notes or Exchange Notes pursuant to the "Plan of Distribution"
contained in the Exchange Offer Registration Statement or the Shelf Registration
Statement, as applicable, for the reasonable fees and disbursements of not more
than one counsel (which counsel shall be Dewey Ballantine LLP, Simpson Thacher &
Bartlett LLP or such other counsel as shall be reasonably acceptable to the
Company).

SECTION 8.  INDEMNIFICATION

          (a)  The Company agrees to indemnify and hold harmless each Holder,
its directors, officers and each Person, if any, who controls such Holder
(within the meaning of Section 15 of the Act or Section 20 of the Exchange Act),
from and against any and all losses, claims, damages, liabilities, judgments,
(including without limitation, any legal or other expenses incurred in
connection with investigating or defending any matter, including any action that
could give rise to any such losses, claims, damages, liabilities or judgments)
caused by any untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement, preliminary prospectus or Prospectus
(or any amendment or supplement thereto) provided by the Company to any Holder
or any prospective purchaser of Exchange Notes or registered Notes, or caused by
any omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading,
except insofar as such losses, claims, damages, liabilities or judgments are
caused by an untrue statement or omission or alleged untrue statement or
omission that is based upon information relating to any of the Holders furnished
in writing to the Company by any of the Holders.

          (b)  By its acquisition of Transfer Restricted Securities, each Holder
of Transfer Restricted Securities agrees, severally and not jointly, to
indemnify and hold harmless the Company and its directors and officers, and each
person, if any, who controls (within the meaning of Section 15 of the Act or
Section 20 of the Exchange Act) the Company to the same extent as the foregoing
indemnity from the Company set forth in section (a) above, but only with
reference to information relating to such Holder furnished in writing to the
Company by such Holder expressly for use in any Registration Statement. In no
event shall any Holder, its directors, officers or any Person who controls such
Holder be liable or responsible for any amount in excess of the amount by which
the total amount received by such Holder with respect to its sale of Transfer
Restricted Securities pursuant to a Registration Statement exceeds (i) the
amount paid by such Holder for such Transfer Restricted Securities and (ii) the
amount of any damages that such Holder, its directors, officers or any Person
who controls such Holder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission.

          (c)  In case any action shall be commenced involving any person in
respect of which indemnity may be sought pursuant to Section 8(a) or 8(b) (the
"indemnified party"), the indemnified party shall promptly notify the person
against whom such indemnity may be sought (the "indemnifying person") in writing
and the indemnifying party shall assume the defense of such action, including
the employment of counsel reasonably satisfactory to the indemnified party and
the payment of all reasonable fees and expenses of such counsel, as incurred
(except that in the case of any action in respect of which indemnity may be
sought pursuant to both Sections 8(a) and 8(b), a Holder shall not be required
to assume the defense of such action pursuant to this Section 8(c), but may
employ separate counsel and participate in the defense

                                       16

<PAGE>

thereof, but the fees and expenses of such counsel, except as provided below,
shall be at the expense of the Holder). Any indemnified party shall have the
right to employ separate counsel in any such action and participate in the
defense thereof, but the fees and expenses of such counsel shall be at the
expense of the indemnified party unless (i) the employment of such counsel shall
have been specifically authorized in writing by the indemnifying party, (ii) the
indemnifying party shall have failed to assume the defense of such action or
employ counsel reasonably satisfactory to the indemnified party or (iii) the
named parties to any such action (including any impleaded parties) include both
the indemnified party and the indemnifying party, and the indemnified party
shall have been advised by such counsel that there may be one or more legal
defenses available to it which are different from or additional to those
available to the indemnifying party (in which case the indemnifying party shall
not have the right to assume the defense of such action on behalf of the
indemnified party). In any such case, the indemnifying party shall not, in
connection with any one action or separate but substantially similar or related
actions in the same jurisdiction arising out of the same general allegations or
circumstances, be liable for the reasonable fees and expenses of more than one
separate firm of attorneys (in addition to any local counsel reasonably
necessary as determined by the indemnified party) for all indemnified parties
and all such fees and expenses shall be reimbursed as they are incurred. Such
firm shall be designated in writing by a majority of the Holders, in the case of
the parties indemnified pursuant to Section 8(a), and by the Company, in the
case of parties indemnified pursuant to Section 8(b). The indemnifying party
shall indemnify and hold harmless the indemnified party from and against any and
all losses, claims, damages, liabilities and judgments by reason of any
settlement of any action (i) effected with its written consent or (ii) effected
without its written consent if the settlement is entered into more than twenty
business days after the indemnifying party shall have received a request from
the indemnified party for reimbursement for the fees and expenses of counsel (in
any case where such fees and expenses are at the expense of the indemnifying
party) and, prior to the date of such settlement, the indemnifying party shall
have failed to comply with such reimbursement request. No indemnifying party
shall, without the prior written consent of the indemnified party, effect any
settlement or compromise of, or consent to the entry of judgment with respect
to, any pending or threatened action in respect of which the indemnified party
is or could have been a party and indemnity or contribution may be or could have
been sought hereunder by the indemnified party, unless such settlement,
compromise or judgment (i) includes an unconditional release of the indemnified
party from all liability on claims that are or could have been the subject
matter of such action and (ii) does not include a statement as to or an
admission of fault, culpability or a failure to act, by or on behalf of the
indemnified party.

          (d)  To the extent that the indemnification provided for in this
Section 8 is unavailable to an indemnified party in respect of any losses,
claims, damages, liabilities or judgments referred to therein, then each
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities or judgments (i) in such proportion
as is appropriate to reflect the relative benefits received by the Company on
the one hand, and the Holders, on the other hand, from their initial sale of
Transfer Restricted Securities (or in the case of Exchange Notes that are
Transfer Restricted Securities, the sale of the Notes for which such Exchange
Notes were exchanged) or (ii) if the allocation provided by clause 8(d)(i) is
not permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause 8(d)(i) above but also the
relative fault of the Company, on the one

                                       17

<PAGE>

hand, and of the Holder, on the other hand, in connection with the statements or
omissions which resulted in such losses, claims, damages, liabilities or
judgments, as well as any other relevant equitable considerations. The relative
fault of the Company, on the one hand, and of the Holder, on the other hand,
shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the Company, on the
one hand, or by the Holder, on the other hand, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The amount paid or payable by a party as a result of the
losses, claims, damages, liabilities and judgments referred to above shall be
deemed to include, subject to the limitations set forth in the second paragraph
of Section 8(a), any legal or other fees or expenses reasonably incurred by such
party in connection with investigating or defending any action or claim.

          The Company and, by its acquisition of Transfer Restricted Securities,
each Holder agrees that it would not be just and equitable if contribution
pursuant to this Section 8(d) were determined by pro rata allocation (even if
the Holders were treated as one entity for such purpose) or by any other method
of allocation which does not take account of the equitable considerations
referred to in the immediately preceding paragraph. The amount paid or payable
by an indemnified party as a result of the losses, claims, damages, liabilities
or judgments referred to in the immediately preceding paragraph shall be deemed
to include, subject to the limitations set forth above, any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any matter, including any action that could have
given rise to such losses, claims, damages, liabilities or judgments.
Notwithstanding the provisions of this Section 8, no Holder, its directors, its
officers or any Person, if any, who controls such Holder shall be required to
contribute, in the aggregate, any amount in excess of the amount by which the
total received by such Holder with respect to the sale of Transfer Restricted
Securities pursuant to a Registration Statement exceeds (i) the amount paid by
such Holder for such Transfer Restricted Securities and (ii) the amount of any
damages which such Holder has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation. The Holders' obligations to contribute
pursuant to this Section 8(d) are several in proportion to the respective
principal amount of Transfer Restricted Securities held by each Holder hereunder
and not joint.

SECTION 9.  RULE 144A AND RULE 144

          The Company agrees with each Holder, for so long as any Transfer
Restricted Securities remain outstanding and during any period in which the
Company (i) is not subject to Section 13 or 15(d) of the Exchange Act, to make
available, upon request of any Holder, to such Holder or beneficial owner of
Transfer Restricted Securities in connection with any sale thereof and any
prospective purchaser of such Transfer Restricted Securities designated by such
Holder or beneficial owner, the information required by Rule 144A(d)(4) under
the Act in order to permit resales of such Transfer Restricted Securities
pursuant to Rule 144A, and (ii) is subject to Section 13 or 15(d) of the
Exchange Act, to make all filings required thereby in a timely manner in order
to permit resales of such Transfer Restricted Securities pursuant to Rule 144.

                                       18

<PAGE>

SECTION 10. MISCELLANEOUS

          (a)  Remedies. The Company acknowledges and agrees that any failure by
the Company to comply with its obligations under Sections 3 and 4 hereof may
result in material irreparable injury to the Initial Purchasers or the Holders
for which there is no adequate remedy at law, that it will not be possible to
measure damages for such injuries precisely and that, in the event of any such
failure, the Initial Purchasers or any Holder may obtain such relief as may be
required to specifically enforce the Company's obligations under Sections 3 and
4 hereof. The Company further agrees to waive the defense in any action for
specific performance that a remedy at law would be adequate.

          (b)  No Inconsistent Agreements. The Company will not, on or after the
date of this Agreement, enter into any agreement with respect to its securities
that is inconsistent with the rights granted to the Holders in this Agreement or
otherwise conflicts with the provisions hereof. The Company has not previously
entered into any agreement granting any registration rights with respect to its
securities to any Person that would require such securities to be included in
any Registration Statement filed hereunder. The rights granted to the Holders
hereunder do not in any way conflict with and are not inconsistent with the
rights granted to the holders of the Company's securities under any agreement in
effect on the date hereof.

          (c)  Amendments and Waivers. The provisions of this Agreement may not
be amended, modified or supplemented, and waivers or consents to or departures
from the provisions hereof may not be given unless (i) in the case of Section 5
hereof and this Section 10(c)(i), the Company has obtained the written consent
of Holders of all outstanding Transfer Restricted Securities and (ii) in the
case of all other provisions hereof, the Company has obtained the written
consent of Holders of a majority of the outstanding principal amount of Transfer
Restricted Securities (excluding Transfer Restricted Securities held by the
Company or its Affiliates). Notwithstanding the foregoing, a waiver of or
consent to departure from the provisions hereof that relates exclusively to the
rights of Holders whose Transfer Restricted Securities are being tendered
pursuant to the Exchange Offer, and that does not affect directly or indirectly
the rights of other Holders whose Transfer Restricted Securities are not being
tendered pursuant to such Exchange Offer, may be given by the Holders of a
majority of the outstanding principal amount of Transfer Restricted Securities
subject to such Exchange Offer.

          (d)  Third Party Beneficiary. The Holders shall be third party
beneficiaries to the agreements made hereunder between the Company, on the one
hand, and the Initial Purchasers, on the other hand, and shall have the right to
enforce such agreements directly to the extent they may deem such enforcement
necessary or advisable to protect their rights hereunder.

          (e)  Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail
(registered or certified, return receipt requested), telex, telecopier, or air
courier guaranteeing overnight delivery:

          (i)  if to a Holder, at the address set forth on the records of the
     Registrar under the Indenture, with a copy to the Registrar under the
     Indenture; and

                                       19

<PAGE>

          (ii) if to the Company:

                Sierra Pacific Resources
                6226 W. Sahara Avenue, (P.O. Box 230)
                Las Vegas, Nevada 89520-0400
                Attention: Chief Financial Officer
                Telephone: (702) 367-5000
                Facsimile: (775) 834-5462

               with a copy to:

                Choate, Hall & Stewart
                Exchange Place
                53 State Street
                Boston, Massachusetts 02109
                Attention: William C. Rogers
                Telephone: (617) 248-5000
                Facsimile: (617) 248-4000

          All such notices and communications shall be deemed to have been duly
given at the time delivered by hand, when receipt is acknowledged, if
telecopied; and on the next business day, if timely delivered to an air courier
guaranteeing overnight delivery.

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

          (f)  Successors and Assigns. This Agreement shall inure to the
benefit of and be binding upon the successors and assigns of each of the
parties, including without limitation and without the need for an express
assignment, subsequent Holders; provided, that nothing herein shall be deemed to
permit any assignment, transfer or other disposition of Transfer Restricted
Securities in violation of the terms hereof or of the Purchase Agreement or the
Indenture. If any transferee of any Holder shall acquire Transfer Restricted
Securities in any manner, whether by operation of law or otherwise, such
Transfer Restricted Securities shall be held subject to all of the terms of this
Agreement, and by taking and holding such Transfer Restricted Securities such
Person shall be conclusively deemed to have agreed to be bound by and to perform
all of the terms and provisions of this Agreement, including the restrictions on
resale set forth in this Agreement and, if applicable, the Purchase Agreement,
and such Person shall be entitled to receive the benefits hereof.

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

                                       20

<PAGE>

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

          (i)  Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

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

          (k)  Entire Agreement. This Agreement is intended by the parties as a
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the registration rights granted with respect to the Transfer
Restricted Securities. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.


                                       21

<PAGE>

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

                                          Sierra Pacific Resources


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


Lehman Brothers Inc.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
UBS Securities LLC

By Lehman Brothers Inc.


By:
    ----------------------------------
          Authorized Representative


                                       22