SIERRA PACIFIC RESOURCES. The undersigned hereby irrevocably elects to exercise __________ Rights represented by this Rights Certificate to purchase the shares of Common Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares be issued in the name of and delivered to: Please insert social security or other identifying number -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number -------------------------------------------------------------------------------- (Please print name and address) -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- Dated: _______________, _____ ----------------------------------- Signature Signature Guaranteed:
SIERRA PACIFIC RESOURCES. By: ------------------------------------ Name: Administrative Trustee SIERRA PACIFIC RESOURCES CAPITAL FUND I By: ------------------------------------ Name: Administrative Trustee EXHIBIT E If the Preferred Security is to be a Global Certificate Insert -- This Preferred Security is a Global Certificate within the meaning of the Trust Agreement hereinafter referred to and is registered in the name of The Depository Trust Company (the "Depository") or a nominee of the Depository. This Preferred Security is exchangeable for Preferred Securities registered in the name of a person other than the Depository or its nominee only in the limited circumstances described in the Trust Agreement and no transfer of this Preferred Security (other than a transfer of this Preferred Security as a whole by the Depository to a nominee of the Depository or by a nominee of the Depository to the Depository or another nominee of the Depository) may be registered except in limited circumstances. Unless this Preferred Security is presented by an authorized representative of The Depository Trust Company (55 Xxxxx Xxxxxx, Xxx Xxxx) to Sierra Pacific Resources Capital Trust II or its agent for registration of transfer, exchange or payment, and any Preferred Security issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein Certificate Number Number of Preferred Securities P-_______ Cusip No. _____. Certificate Evidencing Preferred Securities of SIERRA PACIFIC RESOURCES CAPITAL TRUST II _____% Trust Originated Preferred Securities, Series A (Liquidation Amount $25 Per Preferred Security)
SIERRA PACIFIC RESOURCES. By: ------------------------------------------------ Name: Title: THE BANK OF NEW YORK, not individually but solely as Purchase Contract Agent and as attorney-in-fact of the Holders from time to time of the PIES By: ------------------------------------------------ Name: Title: XXXXX FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as Collateral Agent By: ------------------------------------------------ Name: Title: XXXXX FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as Securities Intermediary By: ------------------------------------------------ Name: Title: EXHIBIT A NOTICE FROM PURCHASE CONTRACT AGENT TO COLLATERAL AGENT (Creation of Treasury PIES) Xxxxx Fargo Bank Minnesota, National Association, as Collateral Agent Sixth and Marquette MAC X0000-000 Xxxxxxxxxxx, Xxxxxxxxx 00000 Attention: Xxxx Xxxxxxxxx Fax (000) 000-0000 Re: PIES OF SIERRA PACIFIC RESOURCES Reference is made to the Pledge Agreement dated as of November 16, 2001 (the "Pledge Agreement"), among Sierra Pacific Resources (the "Company"), you, as Collateral Agent and as Securities Intermediary, and the undersigned, as Purchase Contract Agent and as attorney-in-fact for the holders of PIES from time to time. Capitalized terms used herein but not defined shall have the meanings attributable to them in the Pledge Agreement. We hereby notify you that, in accordance with Section 5.2 of the Pledge Agreement and Section 3.13 of the Purchase Contract Agreement, the holder of securities named below (the "Holder") has elected to substitute $__________ Value of Treasury Securities (CUSIP No. ) in exchange for an equal Value of Pledged Senior Notes and has delivered to the undersigned Purchase Contract Agent a notice stating that the Holder has Transferred such Treasury Securities to the Securities Intermediary, for credit to the Collateral Account. We hereby request that you instruct the Securities Intermediary, upon confirmation that such Treasury Securities have been credited to the Collateral Account, to release by Transfer to the undersigned Purchase Contract Agent, on behalf of the undersigned Holder an equal Value of Pledged Senior Notes in accordance with Section 5.2 of the Pledge Agreement. THE BANK OF NEW YORK, as Purchase Contract Agent By: --------------------------------------- Name: Title: Date: Please print name and address of Holder electing to substitute Treasury Securities or security entitlements thereto for the Pledged Senior Notes: ----------------------------------------------------- Name...
SIERRA PACIFIC RESOURCES. This certifies that , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Amended and Restated Rights Agreement, dated as of February 28, 2001 (as amended and restated, the "Rights Agreement"), between Sierra Pacific Resources, a Nevada corporation (the "Company"), and Xxxxx Fargo Bank Minnesota, N.A. (the "Rights Agent"), to purchase from the Company at any time prior to 5:00 P.M. (New York City time) on --------------------------- * The portion of the legend in brackets shall be inserted only if applicable and shall replace the preceding sentence. October 31, 2009 (unless such date is extended prior thereto by the Board of Directors) at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one fully paid, non-assessable share of Common Stock (the "Common Stock") of the Company, at a purchase price of $75.00 per share (the "Purchase Price"), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed. The number of Rights evidenced by this Rights Certificate (and the number of shares which may be purchased upon exercise thereof) set forth above, and the Purchase Price per share set forth above, are the number and Purchase Price as of September 21, 1999, based on the Common Stock as constituted at such date.
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. [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.
SIERRA PACIFIC RESOURCES. By: ------------------------------- Name: Title:
SIERRA PACIFIC RESOURCES. By: ------------------------------ Attest:
SIERRA PACIFIC RESOURCES. By: --------------------------- Name: Xxxxxxx X. Xxxxxx Title: Corporate Treasurer
SIERRA PACIFIC RESOURCES. By: ------------------------------------- Xxxxx X. Xxxxxxx Assistant Treasurer
SIERRA PACIFIC RESOURCES. By By ------------------------------- -------------------------------- Name: Name: Title: Title: Attest: XXXXX FARGO BANK MINNESOTA N.A. By By ------------------------------- -------------------------------- Name: Name: Title: Title: EXHIBIT A [Form of Rights Certificate] Certificate No. R- ________ Rights NOT EXERCISABLE AFTER October 31, 2009 UNLESS EXTENDED PRIOR THERETO BY THE BOARD OF DIRECTORS OR EARLIER IF REDEEMED BY THE COMPANY. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF THE COMPANY, AT $.01 PER RIGHT ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON (AS SUCH TERM IS DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. [THE RIGHTS REPRESENTED BY THIS RIGHTS CERTIFICATE ARE OR WERE BENEFICIALLY OWNED BY A PERSON WHO WAS OR BECAME AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT). ACCORDINGLY, THIS RIGHTS CERTIFICATE AND THE RIGHTS REPRESENTED HEREBY MAY BECOME NULL AND VOID IN THE CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF SUCH AGREEMENT.]* Rights Certificate
