NEVADA POWER CO (Form: 10-Q, Received: 10/29/2010 16:19:55)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED September 30, 2010

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO

	Registrant, Address of	I.R.S. Employer
	Principal Executive Offices	Identification	State of
Commission File Number	and Telephone Number	Number	Incorporation

1-08788	NV ENERGY, INC.	88-0198358	Nevada
	6226 West Sahara Avenue
	Las Vegas, Nevada 89146
	(702) 402-5000

2-28348	NEVADA POWER COMPANY d/b/a	88-0420104	Nevada
	NV ENERGY
	6226 West Sahara Avenue
	Las Vegas, Nevada 89146
	(702) 402-5000

0-00508	SIERRA PACIFIC POWER COMPANY d/b/a	88-0044418	Nevada
	NV ENERGY
	P.O. Box 10100
	(6100 Neil Road)
	Reno, Nevada 89520-0400 (89511)
	(775) 834-4011

Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o (Response applicable to all registrants)

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o (Response applicable to all registrants)

Indicate by check mark whether any registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer", "accelerated filer", "non-accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

NV Energy, Inc.:	Large accelerated filer þ	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o
Nevada Power Company:	Large accelerated filer o	Accelerated filer o	Non-accelerated filer þ	Smaller reporting company o
Sierra Pacific Power Company:	Large accelerated filer o	Accelerated filer o	Non-accelerated filer þ	Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ (Response applicable to all registrants)

Indicate the number of shares outstanding of each of the issuer’s classes of Common Stock, as of the latest practicable date.

Class		Outstanding at October 28, 2010
Common Stock, $1.00 par value of NV Energy, Inc.		235,176,008 Shares

NV Energy, Inc. is the sole holder of the 1,000 shares of outstanding Common Stock, $1.00 stated value, of Nevada Power Company.

NV Energy, Inc. is the sole holder of the 1,000 shares of outstanding Common Stock, $3.75 stated value, of Sierra Pacific Power Company.

This combined Quarterly Report on Form 10-Q is separately filed by NV Energy, Inc., Nevada Power Company and Sierra Pacific Power Company. Information contained in this document relating to Nevada Power Company is filed by NV Energy, Inc. and separately by Nevada Power Company on its own behalf. Nevada Power Company makes no representation as to information relating to NV Energy, Inc. or its subsidiaries, except as it may relate to Nevada Power Company. Information contained in this document relating to Sierra Pacific Power Company is filed by NV Energy, Inc. and separately by Sierra Pacific Power Company on its own behalf. Sierra Pacific Power Company makes no representation as to information relating to NV Energy, Inc. or its subsidiaries, except as it may relate to Sierra Pacific Power Company.

NV ENERGY, INC. NEVADA POWER COMPANY SIERRA PACIFIC POWER COMPANY QUARTERLY REPORTS ON FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2010 TABLE OF CONTENTS
	PART I – FINANCIAL INFORMATION
	Acronyms & Terms			3

	ITEM 1.	Financial Statements

		NV Energy, Inc.
			Consolidated Income Statements – Three and Nine Months Ended September 30, 2010 and 2009	5
			Consolidated Balance Sheet – September 30, 2010 and December 31, 2009	6
			Consolidated Statements of Cash Flows – Nine Months Ended September 30, 2010 and 2009	8
		Nevada Power Company
			Consolidated Income Statements – Three and Nine Months Ended September 30, 2010 and 2009	9
			Consolidated Balance Sheet – September 30, 2010 and December 31, 2009	10
			Consolidated Statements of Cash Flows – Nine Months Ended September 30, 2010 and 2009	12
		Sierra Pacific Power Company
			Consolidated Income Statements – Three and Nine Months Ended September 30, 2010 and 2009	13
			Consolidated Balance Sheet – September 30, 2010 and December 31, 2009	14
			Consolidated Statements of Cash Flows – Nine Months Ended September 30, 2010 and 2009	16
		Condensed Notes to Financial Statements
			Note 1. Summary of Significant Accounting policies	17
			Note 2. Segment Information	18
			Note 3. Regulatory Actions	20
			Note 4. Long-Term Debt	22
			Note 5. Fair Value of Financial Instruments	23
			Note 6. Derivatives and Hedging Activities	23
			Note 7. Retirement Plan and Post-Retirement Benefits	25
			Note 8. Commitments and Contingencies	28
			Note 9. Earnings Per Share (NVE)	30
			Note 10. Assets Held for Sale	31
			Note 11. Shareholders’ Equity	32

	ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		34

		NV Energy, Inc.		41
		Nevada Power Company		45
		Sierra Pacific Power Company		53

	ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk		64

	ITEM 4 and 4T.	Controls and Procedures		64

	PART II – OTHER INFORMATION

	ITEM 1.	Legal Proceedings		65
	ITEM 1A.	Risk Factors		65
	ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds		65
	ITEM 3.	Defaults Upon Senior Securities		65
	ITEM 5.	Other Information		66
	ITEM 6.	Exhibits		67

	Signature Page and Certifications			69

ACRONYMS AND TERMS
(The following common acronyms and terms are found in multiple locations within the document)

Acronym/Term		Meaning

2009 Form 10-K		NVE’s, NPC’s and SPPC’s Annual Report on Form 10-K, as amended by a Form 10-K/A, for the year ended December 31, 2009
AFUDC-debt		Allowance for Borrowed Funds Used During Construction
AFUDC-equity		Allowance for Equity Funds Used During Construction
ASD		Advanced Service Delivery (now known as NV Energize)
ASU		Accounting Standards Update
BCP		Bureau of Consumer Protection
BOD		Board of Directors
BTER		Base Tariff Energy Rate
BTGR		Base Tariff General Rate
CalPeco		California Pacific Electric Company
Clark Generating Station		550 megawatt nominally rated William Clark Generating Station
CPUC		California Public Utilities Commission
CWIP		Construction Work-In-Progress
d/b/a		Doing business as
DEAA		Deferred Energy Accounting Adjustment
DOE		Department of Energy
DSM		Demand Side Management
Dth		Decatherm
EEC		Ely Energy Center
EEIR		Energy Efficiency Implementation Rate
EEPR		Energy Efficiency Program Rate
EPA		Environmental Protection Agency
EPS		Earnings Per Share
FASB		Financial Accounting Standards Board
FASC		FASB Accounting Standards Codification
FERC		Federal Energy Regulatory Commission
Fitch		Fitch Ratings, Ltd.
GAAP		Generally Accepted Accounting Principles in the United States
GBT		Great Basin Transmission, LLC
GRC		General Rate Case
Harry Allen Generating Station		142 megawatt nominally rated Harry Allen Generating Station
Higgins Generating Station		598 megawatt nominally rated Walter M. Higgins, III Generating Station
IRP		Integrated Resource Plan
kV		Kilovolt
Lenzie Generating Station		1,102 megawatt nominally rated Chuck Lenzie Generating Station
LIBOR		London Interbank Offered Rate
MMBtu		Million British Thermal Units
Mohave Generating Station		1,580 megawatt nominally rated Mohave Generating Station
Moody’s		Moody’s Investors Services, Inc.
MW		Megawatt
MWh		Megawatt hour
Navajo Generating Station		255 megawatt nominally rated Navajo Generating Station
NEICO		Nevada Electrical Investment Company
Ninth Circuit		United States Court of Appeals for the Ninth Circuit
NPC		Nevada Power Company d/b/a NV Energy
NPC Credit Agreement		$600 million Revolving Credit Facility entered into in April 2010 between NPC and Wells Fargo, N.A., as administrative agent for the lenders a party thereto
NPC’s Indenture		NPC’s General and Refunding Mortgage Indenture dated as of May 1, 2001, between NPC and the Bank of New York Mellon Trust Company N.A., as Trustee
NRSRO		Nationally Recognized Statistical Rating Organization
NVE		NV Energy, Inc.
NV Energize		Advanced Service Delivery (formerly known as ASD)
ON Line		250 mile 500 kV transmission line connecting NVE’s northern and southern service territories
PEC		Portfolio Energy Credit
Portfolio Standard		Renewable Energy Portfolio Standard
PPA		Purchased Power Agreement
PUCN		Public Utilities Commission of Nevada
Reid Gardner Generating Station		325 megawatt nominally rated Reid Gardner Generating Station
REPR		Renewable Energy Program Rate
ROE		Return on Equity
ROR		Rate of Return
S&P		Standard & Poor’s
Salt River		Salt River Project
SEC		United States Securities and Exchange Commission
Silverhawk Generating Station		395 megawatt nominally rated Silverhawk Generating Station
SPPC		Sierra Pacific Power Company d/b/a NV Energy
SPPC Credit Agreement		$250 million Revolving Credit Facility entered into in April 2010 between SPPC and Bank of America, N.A., as administrative agent for the lenders a party thereto
SPPC’s Indenture		SPPC’s General and Refunding Mortgage Indenture, dated as of May 1, 2001, between SPPC and the Bank of New York Mellon Trust Company N.A., as Trustee
TMWA		Truckee Meadows Water Authority

Tracy Generating Station		541 megawatt nominally rated Frank A. Tracy Generating Station
TRED		Temporary Renewable Energy Development
TUA		Transmission Use and Capacity Exchange Agreement, by and among Nevada Power Company (d/b/a NV Energy) and Sierra Pacific Power Company (d/b/a NV Energy) and Great Basin Transmission, LLC, dated as of August 20, 2010
U.S.		United States of America
Utilities		Nevada Power Company and Sierra Pacific Power Company
Valmy Generating Station		261 megawatt nominally rated Valmy Generating Station
VIE		Variable Interest Entity
WSPP		Western Systems Power Pool

NV ENERGY, INC.
CONSOLIDATED INCOME STATEMENTS
(Dollars in Thousands, Except Per Share Amounts)
(Unaudited)


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2010			2009			2010			2009

OPERATING REVENUES	$	1,131,561		$	1,219,007		$	2,633,891		$	2,812,915

OPERATING EXPENSES:
Fuel for power generation		247,233			250,085			650,514			684,474
Purchased power		249,854			313,828			522,538			634,185
Gas purchased for resale		10,823			11,269			101,536			101,457
Deferred energy		34,055			75,843			106,554			215,055
Other operating expenses		116,263			107,992			329,435			332,555
Maintenance		23,126			20,187			77,715			82,219
Depreciation and amortization		83,423			82,541			249,067			240,912
Taxes other than income		15,420			15,177			47,532			43,577
Total Operating Expenses		780,197			876,922			2,084,891			2,334,434
OPERATING INCOME		351,364			342,085			549,000			478,481

OTHER INCOME (EXPENSE):
Interest expense (net of AFUDC-debt: $6,485, $3,679, $17,349 and $15,847)		(80,789	)		(84,804	)		(241,625	)		(250,996	)
Interest income (expense) on regulatory items		(3,685	)		(1,799	)		(8,753	)		(873	)
AFUDC-equity		7,824			4,327			20,915			19,093
Other income		9,246			7,749			30,524			31,209
Other expense		(4,313	)		(2,387	)		(17,038	)		(17,425	)
Total Other Income (Expense)		(71,717	)		(76,914	)		(215,977	)		(218,992	)
Income Before Income Tax Expense		279,647			265,171			333,023			259,489

Income tax expense		96,901			82,525			115,052			80,704

NET INCOME	$	182,746		$	182,646		$	217,971		$	178,785

Amount per share basic and diluted - (Note 9)
Net income per share - basic	$	0.78		$	0.78		$	0.93		$	0.76
Net income per share - diluted	$	0.77		$	0.78		$	0.92		$	0.76

Weighted Average Shares of Common Stock Outstanding - basic		235,117,058			234,629,761			234,991,208			234,479,605
Weighted Average Shares of Common Stock Outstanding - diluted		236,477,187			235,368,919			236,136,725			235,025,554
Dividends Declared Per Share of Common Stock	$	0.11		$	0.10		$	0.33		$	0.30

The accompanying notes are an integral part of the financial statements.

NV ENERGY, INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands, Except Shares)
(Unaudited)



		September 30,		December 31,
		2010		2009

ASSETS

Current Assets:
Cash and cash equivalents		$	380,757	$	62,706
Accounts receivable less allowance for uncollectible accounts:
	2010 - $31,816; 2009 - $32,341		471,349		400,911
Materials, supplies and fuel, at average cost			118,546		124,040
Risk management assets (Note 6)			6,993		27,558
Income taxes receivable			13,839		-
Deferred income taxes			164,309		87,562
Other current assets			43,823		44,298
Total Current Assets			1,199,616		747,075

Utility Property:
Plant in service			10,990,794		10,833,622
Construction work-in-progress			964,648		716,128
Total			11,955,442		11,549,750
Less accumulated provision for depreciation			3,044,377		2,884,199
Total Utility Property, Net			8,911,065		8,665,551

Investments and other property, net			48,526		51,169

Deferred Charges and Other Assets:
Deferred energy (Note 3)			120,675		138,963
Regulatory assets			1,231,571		1,218,778
Regulatory asset for pension plans			254,033		264,892
Risk management assets (Note 6)			64		6,732
Other deferred charges and assets			151,014		173,145
Total Deferred Charges and Other Assets			1,757,357		1,802,510

Assets Held for Sale (Note 10)			152,399		147,158

TOTAL ASSETS		$	12,068,963	$	11,413,463

(Continued)

NV ENERGY, INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands, Except Shares)
(Unaudited)



	September 30,			December 31,
	2010			2009

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
Current maturities of long-term debt	$	356,538		$	134,474
Accounts payable		324,488			352,000
Accrued expenses		118,641			134,328
Risk management liabilities (Note 6)		57,113			66,871
Deferred energy (Note 3)		307,889			191,405
Other current liabilities		69,334			67,301
Total Current Liabilities		1,234,003			946,379

Long-term debt		5,313,407			5,303,357

Commitments and Contingencies (Note 8)

Deferred Credits and Other Liabilities:
Deferred income taxes		1,277,707			1,072,780
Deferred investment tax credit		20,385			22,541
Accrued retirement benefits		136,267			149,925
Risk management liabilities		915			2,233
Regulatory liabilities		410,455			386,019
Other deferred credits and liabilities		278,114			280,560
Total Deferred Credits and Other Liabilities		2,123,843			1,914,058

Liabilities Held for Sale (Note 10)		29,196			25,747

Shareholders' Equity:
Common stock ($1.00 par value; 350 million shares authorized; 235,172,624 and 234,834,169 issued and outstanding for 2010 and 2009, respectively)		235,173			234,834
Other paid-in capital		2,704,077			2,700,329
Retained earnings		435,658			295,247
Accumulated other comprehensive loss		(6,394	)		(6,488	)
Total Shareholders' Equity		3,368,514			3,223,922

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	12,068,963		$	11,413,463

The accompanying notes are an integral part of the financial statements.

(Concluded)

NV ENERGY, INC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)


	For the Nine Months Ended
	September 30,
	2010			2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	$	217,971		$	178,785
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization		249,067			240,912
Deferred taxes and deferred investment tax credit		129,459			115,389
AFUDC-equity		(20,915	)		(19,093	)
Deferred energy		134,969			221,321
Gain on sale of asset		(7,575	)		-
Amortization of other regulatory assets		59,643			69,701
Deferred rate increase		(6,250	)		(61,795	)
Other, net		8,922			3,282
Changes in certain assets and liabilities:
Accounts receivable		(82,833	)		(124,976	)
Materials, supplies and fuel		5,883			3,246
Other current assets		475			5,602
Accounts payable		35,110			(28,001	)
Accrued retirement benefits		(13,658	)		(36,881	)
Other current liabilities		(13,589	)		(26,282	)
Risk management assets and liabilities		10,086			3,175
Other deferred assets		(4,912	)		(11,248	)
Other regulatory assets		(41,679	)		(52,671	)
Other deferred liabilities		(4,850	)		(25,291	)
Net Cash from Operating Activities		655,324			455,175

CASH FLOWS USED BY INVESTING ACTIVITIES:
Additions to utility plant (excluding AFUDC-equity)		(520,175	)		(670,023	)
Proceeds from sale of asset		18,225			-
Customer advances for construction		(6,030	)		(6,009	)
Contributions in aid of construction		46,217			48,956
Investments and other property - net		(9,090	)		(19	)
Net Cash used by Investing Activities		(470,853	)		(627,095	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt		660,711			1,273,649
Retirement of long-term debt		(453,656	)		(994,275	)
Sale of Common Stock		4,086			4,162
Dividends paid		(77,561	)		(70,401	)
Net Cash from Financing Activities		133,580			213,135

Net Increase in Cash and Cash Equivalents		318,051			41,215
Beginning Balance in Cash and Cash Equivalents		62,706			54,359
Ending Balance in Cash and Cash Equivalents	$	380,757		$	95,574

Supplemental Disclosures of Cash Flow Information:
Cash paid during period for:
Interest	$	264,974		$	257,593
Income taxes	$	14		$	14
Significant non-cash transactions:
Accrued construction expenses as of September 30,	$	65,163		$	76,006
Capital lease obligations incurred	$	15,336		$	-

The accompanying notes are an integral part of the financial statements.

NEVADA POWER COMPANY
CONSOLIDATED INCOME STATEMENTS
(Dollars in Thousands)
(Unaudited)



	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2010			2009			2010			2009

OPERATING REVENUES	$	872,986		$	933,520		$	1,840,745		$	1,945,818

OPERATING EXPENSES:
Fuel for power generation		181,100			160,960			469,282			455,355
Purchased power		216,309			288,248			412,276			541,746
Deferred energy		22,296			46,911			81,719			144,910
Other operating expenses		75,798			68,521			208,374			206,771
Maintenance		15,707			12,014			50,945			58,280
Depreciation and amortization		56,575			54,996			169,330			160,869
Taxes other than income		9,038			8,970			28,857			26,394
Total Operating Expenses		576,823			640,620			1,420,783			1,594,325
OPERATING INCOME		296,163			292,900			419,962			351,493

OTHER INCOME (EXPENSE):
Interest expense (net of AFUDC-debt: $5,787, $2,815, $15,763 and $13,483)		(54,144	)		(58,355	)		(161,496	)		(170,535	)
Interest income (expense) on regulatory items		(1,157	)		248			(1,965	)		2,891
AFUDC-equity		6,795			3,385			18,555			16,558
Other income		3,842			3,776			9,084			18,726
Other expense		(3,034	)		(1,537	)		(9,338	)		(12,335	)
Total Other Income (Expense)		(47,698	)		(52,483	)		(145,160	)		(144,695	)
Income Before Income Tax Expense		248,465			240,417			274,802			206,798

Income tax expense		84,337			76,826			93,216			65,857

NET INCOME	$	164,128		$	163,591		$	181,586		$	140,941


The accompanying notes are an integral part of the financial statements.

NEVADA POWER COMPANY
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands, Except Shares)
(Unaudited)



		September 30,		December 31,
		2010		2009

ASSETS

Current Assets:
Cash and cash equivalents		$	265,674	$	42,609
Accounts receivable less allowance for uncollectible accounts:
	2010 - $29,493; 2009 - $29,375		362,637		254,027
Materials, supplies and fuel, at average cost			64,795		69,176
Risk management assets (Note 6)			5,944		21,902
Intercompany income taxes receivable			10,356		10,356
Deferred income taxes			120,642		58,425
Other current assets			27,622		27,855
Total Current Assets			857,670		484,350

Utility Property:
Plant in service			7,500,812		7,414,432
Construction work-in-progress			861,231		627,026
Total			8,362,043		8,041,458
Less accumulated provision for depreciation			1,839,243		1,727,710
Total Utility Property, Net			6,522,800		6,313,748

Investments and other property, net			42,481		41,167

Deferred Charges and Other Assets:
Deferred energy (Note 3)			120,675		138,963
Regulatory assets			880,171		856,769
Regulatory asset for pension plans			124,016		129,709
Risk management assets (Note 6)			64		5,590
Other deferred charges and assets			111,420		126,075
Total Deferred Charges and Other Assets			1,236,346		1,257,106

TOTAL ASSETS		$	8,659,297	$	8,096,371

(Continued)

NEVADA POWER COMPANY
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands, Except Shares)
(Unaudited)


	September 30,			December 31,
	2010			2009

LIABILITIES AND SHAREHOLDER'S EQUITY

Current Liabilities:
Current maturities of long-term debt	$	356,538		$	119,474
Accounts payable		220,153			249,962
Accounts payable, affiliated companies		29,884			32,414
Accrued expenses		76,880			86,983
Risk management liabilities (Note 6)		38,593			39,122
Deferred energy (Note 3)		157,577			74,129
Other current liabilities		53,933			52,306
Total Current Liabilities		933,558			654,390

Long-term debt		3,546,724			3,535,440

Commitments and Contingencies (Note 8)

Deferred Credits and Other Liabilities:
Deferred income taxes		953,645			794,890
Deferred investment tax credit		7,843			8,698
Accrued retirement benefits		26,358			39,678
Risk management liabilities (Note 6)		682			1,165
Regulatory liabilities		218,402			210,287
Other deferred credits and liabilities		202,410			201,784
Total Deferred Credits and Other Liabilities		1,409,340			1,256,502

Shareholder's Equity:
Common stock, $1.00 par value, 1,000 shares authorized, issued and outstanding for 2010 and 2009		1			1
Other paid-in capital		2,254,189			2,254,189
Retained earnings		518,931			399,345
Accumulated other comprehensive loss		(3,446	)		(3,496	)
Total Shareholder's Equity		2,769,675			2,650,039

TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY	$	8,659,297		$	8,096,371

The accompanying notes are an integral part of the financial statements.

(Concluded)

NEVADA POWER COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)



	For the Nine Months Ended
	September 30,
	2010			2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	$	181,586		$	140,941
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization		169,330			160,869
Deferred taxes and deferred investment tax credit		93,730			100,126
AFUDC-equity		(18,555	)		(16,558	)
Deferred energy		99,407			144,656
Amortization of other regulatory assets		41,415			41,791
Deferred rate increase		(6,250	)		(61,795	)
Other, net		3,085			5,507
Changes in certain assets and liabilities:
Accounts receivable		(108,609	)		(162,390	)
Materials, supplies and fuel		4,678			4,171
Other current assets		233			2,476
Accounts payable		27,249			3,323
Accrued retirement benefits		(13,320	)		(29,766	)
Other current liabilities		(8,474	)		(20,891	)
Risk management assets and liabilities		7,903			2,113
Other deferred assets		(2,214	)		(8,453	)
Other regulatory assets		(28,175	)		(42,348	)
Other deferred liabilities		(3,233	)		(30,079	)
Net Cash from Operating Activities		439,786			233,693

CASH FLOWS USED BY INVESTING ACTIVITIES:
Additions to utility plant (excluding AFUDC-equity)		(421,793	)		(517,985	)
Proceeds from sale of asset		3,254			-
Customer advances for construction		(3,891	)		(1,974	)
Contributions in aid of construction		42,034			42,561
Investments and other property - net		(99	)		(94	)
Net Cash used by Investing Activities		(380,495	)		(477,492	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt		637,975			944,326
Retirement of long-term debt		(412,201	)		(628,837	)
Dividends paid		(62,000	)		(69,500	)
Net Cash from Financing Activities		163,774			245,989

Net Increase in Cash and Cash Equivalents		223,065			2,190
Beginning Balance in Cash and Cash Equivalents		42,609			28,594
Ending Balance in Cash and Cash Equivalents	$	265,674		$	30,784

Supplemental Disclosures of Cash Flow Information:
Cash paid during period for:
Interest	$	180,732		$	171,955
Income taxes	$	2		$	2
Significant non-cash transactions:
Accrued construction expenses as of September 30,	$	57,638		$	69,842
Capital lease obligations incurred	$	15,336		$	-

The accompanying notes are an integral part of the financial statements.

SIERRA PACIFIC POWER COMPANY
CONSOLIDATED INCOME STATEMENTS
(Dollars in Thousands)
(Unaudited)



	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2010			2009			2010			2009
OPERATING REVENUES:
Electric	$	239,284		$	265,734		$	653,416		$	734,386
Gas		19,286			19,745			139,711			132,686
Total Operating Revenues		258,570			285,479			793,127			867,072

OPERATING EXPENSES:
Fuel for power generation		66,133			89,125			181,232			229,119
Purchased power		33,545			25,580			110,262			92,439
Gas purchased for resale		10,823			11,269			101,536			101,457
Deferred energy - electric		9,964			26,646			17,189			68,222
Deferred energy - gas		1,795			2,286			7,646			1,923
Other operating expenses		39,490			38,843			118,450			123,748
Maintenance		7,419			8,173			26,770			23,939
Depreciation and amortization		26,848			27,545			79,737			80,043
Taxes other than income		6,330			6,162			18,494			17,046
Total Operating Expenses		202,347			235,629			661,316			737,936
OPERATING INCOME		56,223			49,850			131,811			129,136

OTHER INCOME (EXPENSE):
Interest expense (net of AFUDC-debt: $698, $864, $1,586 and $2,364)		(16,983	)		(16,787	)		(51,141	)		(51,473	)
Interest income (expense) on regulatory items		(2,528	)		(2,047	)		(6,788	)		(3,764	)
AFUDC-equity		1,029			942			2,360			2,535
Other income		2,379			3,792			14,276			12,299
Other expense		(1,285	)		(813	)		(7,555	)		(4,601	)
Total Other Income (Expense)		(17,388	)		(14,913	)		(48,848	)		(45,004	)
Income Before Income Tax Expense		38,835			34,937			82,963			84,132

Income tax expense		14,373			10,671			30,066			25,926

NET INCOME	$	24,462		$	24,266		$	52,897		$	58,206

The accompanying notes are an integral part of the financial statements.

SIERRA PACIFIC POWER COMPANY
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands, Except Shares)
(Unaudited)


		September 30,		December 31,
		2010		2009

ASSETS

Current Assets:
Cash and cash equivalents		$	93,018	$	14,359
Accounts receivable less allowance for uncollectible accounts:
	2010 - $2,323; 2009 - $2,966		106,070		146,883
Materials, supplies and fuel, at average cost			53,709		54,802
Risk management assets (Note 6)			1,049		5,656
Intercompany income taxes receivable			10,351		19,315
Deferred income taxes			57,664		46,414
Other current assets			14,633		16,056
Total Current Assets			336,494		303,485

Utility Property:
Plant in service			3,489,982		3,419,190
Construction work-in-progress			103,417		89,102
Total			3,593,399		3,508,292
Less accumulated provision for depreciation			1,205,134		1,156,489
Total Utility Property, Net			2,388,265		2,351,803

Investments and other property, net			5,692		5,428

Deferred Charges and Other Assets:
Regulatory assets			351,400		362,009
Regulatory asset for pension plans			125,289		130,283
Risk management assets (Note 6)			-		1,142
Other deferred charges and assets			34,718		40,837
Total Deferred Charges and Other Assets			511,407		534,271

Assets Held for Sale (Note 10)			152,399		147,158

TOTAL ASSETS		$	3,394,257	$	3,342,145

(Continued)

SIERRA PACIFIC POWER COMPANY
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands, Except Shares)
(Unaudited)


	September 30,			December 31,
	2010			2009

LIABILITIES AND SHAREHOLDER'S EQUITY

Current Liabilities:
Current maturities of long-term debt	$	-		$	15,000
Accounts payable		76,357			76,867
Accounts payable, affiliated companies		19,678			21,091
Accrued expenses		35,332			34,185
Risk management liabilities (Note 6)		18,520			27,749
Deferred energy (Note 3)		150,312			117,276
Other current liabilities		15,401			14,996
Total Current Liabilities		315,600			307,164

Long-term debt		1,281,138			1,282,225

Commitments and Contingencies (Note 8)

Deferred Credits and Other Liabilities:
Deferred income taxes		379,092			350,802
Deferred investment tax credit		12,542			13,843
Accrued retirement benefits		102,915			104,854
Risk management liabilities (Note 6)		233			1,068
Regulatory liabilities		192,053			175,732
Other deferred credits and liabilities		67,307			71,452
Total Deferred Credits and Other Liabilities		754,142			717,751

Liabilities Held for Sale (Note 10)		29,196			25,747

Shareholder's Equity:
Common stock, $3.75 par value, 20,000,000 shares authorized, 1,000 shares issued and outstanding for 2010 and 2009		4			4
Other paid-in capital		1,111,260			1,111,260
Retained earnings		(94,704	)		(99,601	)
Accumulated other comprehensive loss		(2,379	)		(2,405	)
Total Shareholder's Equity		1,014,181			1,009,258

TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY	$	3,394,257		$	3,342,145

The accompanying notes are an integral part of the financial statements.

(Concluded)

SIERRA PACIFIC POWER COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)

	For the Nine Months Ended
	September 30,
	2010			2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	$	52,897		$	58,206
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization		79,737			80,043
Deferred taxes and deferred investment tax credit		21,134			38,782
AFUDC-equity		(2,360	)		(2,535	)
Deferred energy		35,562			76,665
Gain on sale of asset		(7,575	)		-
Amortization of other regulatory assets		18,056			27,361
Other, net		4,454			(2,444	)
Changes in certain assets and liabilities:
Accounts receivable		51,221			59,312
Materials, supplies and fuel		1,184			(896	)
Other current assets		1,423			3,391
Accounts payable		1,112			(27,013	)
Accrued retirement benefits		(1,939	)		(7,545	)
Other current liabilities		1,615			2,285
Risk management assets and liabilities		2,183			1,062
Other deferred assets		(2,698	)		(2,796	)
Other regulatory assets		(13,504	)		(10,323	)
Other deferred liabilities		(2,691	)		(32,505	)
Net Cash from Operating Activities		239,811			261,050

CASH FLOWS USED BY INVESTING ACTIVITIES:
Additions to utility plant (excluding AFUDC-equity)		(111,476	)		(152,038	)
Proceeds from sale of asset		14,971			-
Customer advances for construction		(2,139	)		(4,035	)
Contributions in aid of construction		4,183			6,395
Investments and other property - net		(119	)		76
Net Cash used by Investing Activities		(94,580	)		(149,602	)

CASH FLOWS USED BY FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt		22,736			329,324
Retirement of long-term debt		(41,308	)		(365,291	)
Investment by parent company		-			90,300
Dividends paid		(48,000	)		(128,800	)
Net Cash used by Financing Activities		(66,572	)		(74,467	)

Net Increase (Decrease) in Cash and Cash Equivalents		78,659			36,981
Beginning Balance in Cash and Cash Equivalents		14,359			21,411
Ending Balance in Cash and Cash Equivalents	$	93,018		$	58,392

Supplemental Disclosures of Cash Flow Information:
Cash paid during period for:
Interest	$	48,990		$	50,387
Income taxes	$	12		$	12
Significant non-cash transactions:
Accrued construction expenses as of September 30,	$	7,525		$	6,164


The accompanying notes are an integral part of the financial statements.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies for both utility and non-utility operations are as follows:

Basis of Presentation

The consolidated financial statements include the accounts of NV Energy, Inc. and its wholly-owned subsidiaries, NPC, SPPC, Sierra Pacific Communications, Lands of Sierra, Inc., Sierra Pacific Energy Company, NVE Insurance Company, Inc. and Sierra Gas Holding Company. All intercompany balances and transactions have been eliminated in consolidation.

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities. These estimates and assumptions also affect the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of certain revenues and expenses during the reporting period. Actual results could differ from these estimates.

In the opinion of the management of NVE, NPC and SPPC, the accompanying unaudited interim consolidated financial statements contain normal and recurring adjustments necessary to present fairly the consolidated financial position, results of operations and cash flows for the periods shown. These consolidated financial statements do not contain the complete detail concerning accounting policies and other matters, which are included in full year financial statements; therefore, they should be read in conjunction with the audited financial statements included in the 2009 Form 10-K.

The results of operations and cash flows of NVE, NPC and SPPC for the nine months ended September 30, 2010, are not necessarily indicative of the results to be expected for the full year.

Recent Accounting Standards Updates

Consolidations of VIEs

In June 2009, the FASB amended existing guidance related to the Consolidation of VIEs. NVE and the Utilities adopted this amendment on January 1, 2010. The amendment no longer allows the scope exception for contracts which an entity was unable to obtain financial information from to be excluded from the primary beneficiary determination. As a result, NVE and the Utilities will continually perform an analysis to determine whether their variable interests give it controlling financial interest in a VIE which would require consolidation. This analysis identifies the primary beneficiary of a VIE as the enterprise that has both the following characteristics: a) the power to direct the activities of a VIE that most significantly impact the entity’s economic performance, and b) the obligation to absorb losses of the entity that could potentially be significant to the VIE or the right to receive benefits from the entity that could potentially be significant to the VIE. To identify potential variable interests, management reviewed contracts under leases, long term purchase power contracts, tolling contracts and jointly owned facilities. The Utilities identified certain long-term purchase power contracts that could be defined as variable interests. However, the Utilities are not the primary beneficiary as defined above, as they primarily lacked the power to direct the activities of the entity, including the ability to operate the generating facilities and make management decisions. The Utilities' maximum exposure to loss is limited to the cost of replacing these purchase power contracts if the providers are unable to deliver power. However, the Utilities believe their exposure is mitigated as they would likely recover these costs through their deferred energy accounting mechanism. As of September 30, 2010, the carrying amount of assets and liabilities in the Utilities’ balance sheets that relate to their involvement with VIEs are predominately related to working capital accounts and generally represent the amounts owed by the Utilities for the deliveries associated with the current billing cycle under the contracts.

Fair Value Measurements and Disclosures

In January 2010, the FASB amended the Fair Value Measurements and Disclosure Topic as reflected in the FASB Accounting Standards Codification for recurring and nonrecurring fair value measurements. NVE and the Utilities adopted this amendment on January 1, 2010. The new accounting guidance adds requirements for disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurements. It also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. In addition, the accounting update amends guidance on employers’ disclosures about postretirement benefit plan assets to require disclosures by classes of assets instead of by major categories of assets. The amendment is effective for NVE and the Utilities as of January 1, 2010, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward activity in Level 3 fair value measurements. Those disclosures will be effective for NVE and the Utilities as of January 1, 2011. The adoption of this guidance did not have, nor is expected to have, a significant impact on the disclosure requirements for NVE and the Utilities.

NOTE 2. SEGMENT INFORMATION

The Utilities operate three regulated business segments which are NPC electric, SPPC electric and SPPC natural gas service, which are reported in accordance with Segment Reporting of the FASC. Electric service is provided to Las Vegas and surrounding Clark County by NPC, and to northern Nevada and the Lake Tahoe area of California by SPPC. Natural gas services are provided by SPPC in the Reno-Sparks area of Nevada. Other information includes amounts below the quantitative thresholds for separate disclosure.

Operational information of the different business segments is set forth below based on the nature of products and services offered. NVE evaluates performance based on several factors, of which the primary financial measure is business segment gross margin. Gross margin, which the Utilities calculate as operating revenues less energy costs, provides a measure of income available to support the other operating expenses of the Utilities. Operating expenses are provided by segment in order to reconcile to operating income as reported in the consolidated financial statements (dollars in thousands).

Three months ended	NPC		SPPC		SPPC		SPPC		NVE			NVE
September 30, 2010	Electric		Electric		Gas		Total		Other			Consolidated
Operating Revenues	$	872,986	$	239,284	$	19,286	$	258,570	$	5		$	1,131,561

Energy Costs:
Fuel for power generation		181,100		66,133		-		66,133		-			247,233
Purchased power		216,309		33,545		-		33,545		-			249,854
Gas purchased for resale		-		-		10,823		10,823		-			10,823
Deferred energy - net		22,296		9,964		1,795		11,759		-			34,055
	$	419,705	$	109,642	$	12,618	$	122,260	$	-		$	541,965

Gross Margin	$	453,281	$	129,642	$	6,668	$	136,310	$	5		$	589,596

Other operating expense		75,798						39,490		975			116,263
Maintenance		15,707						7,419		-			23,126
Depreciation and amortization		56,575						26,848		-			83,423
Taxes other than income		9,038						6,330		52			15,420

Operating Income (Loss)	$	296,163					$	56,223	$	(1,022	)	$	351,364

Nine months ended	NPC		SPPC		SPPC		SPPC		NVE			NVE
September 30, 2010	Electric		Electric		Gas		Total		Other			Consolidated
Operating Revenues	$	1,840,745	$	653,416	$	139,711	$	793,127	$	19		$	2,633,891

Energy Costs:
Fuel for power generation		469,282		181,232		-		181,232		-			650,514
Purchased power		412,276		110,262		-		110,262		-			522,538
Gas purchased for resale		-		-		101,536		101,536		-			101,536
Deferred energy - net		81,719		17,189		7,646		24,835		-			106,554
	$	963,277	$	308,683	$	109,182	$	417,865	$	-		$	1,381,142

Gross Margin	$	877,468	$	344,733	$	30,529	$	375,262	$	19		$	1,252,749

Other operating expense		208,374						118,450		2,611			329,435
Maintenance		50,945						26,770		-			77,715
Depreciation and amortization		169,330						79,737		-			249,067
Taxes other than income		28,857						18,494		181			47,532

Operating Income (Loss)	$	419,962					$	131,811	$	(2,773	)	$	549,000

Three months ended	NPC		SPPC		SPPC		SPPC		NVE			NVE
September 30, 2009	Electric		Electric		Gas		Total		Other			Consolidated
Operating Revenues	$	933,520	$	265,734	$	19,745	$	285,479	$	8		$	1,219,007

Energy Costs:
Fuel for power generation		160,960		89,125		-		89,125		-			250,085
Purchased power		288,248		25,580		-		25,580		-			313,828
Gas purchased for resale		-		-		11,269		11,269		-			11,269
Deferred energy - net		46,911		26,646		2,286		28,932		-			75,843
	$	496,119	$	141,351	$	13,555	$	154,906	$	-		$	651,025

Gross Margin	$	437,401	$	124,383	$	6,190	$	130,573	$	8		$	567,982

Other operating expense		68,521						38,843		628			107,992
Maintenance		12,014						8,173		-			20,187
Depreciation and amortization		54,996						27,545		-			82,541
Taxes other than income		8,970						6,162		45			15,177

Operating Income (Loss)	$	292,900					$	49,850	$	(665	)	$	342,085

Nine months ended	NPC		SPPC		SPPC		SPPC		NVE			NVE
September 30, 2009	Electric		Electric		Gas		Total		Other			Consolidated
Operating Revenues	$	1,945,818	$	734,386	$	132,686	$	867,072	$	25		$	2,812,915

Energy Costs:
Fuel for power generation		455,355		229,119		-		229,119		-			684,474
Purchased power		541,746		92,439		-		92,439		-			634,185
Gas purchased for resale		-		-		101,457		101,457		-			101,457
Deferred energy - net		144,910		68,222		1,923		70,145		-			215,055
	$	1,142,011	$	389,780	$	103,380	$	493,160	$	-		$	1,635,171

Gross Margin	$	803,807	$	344,606	$	29,306	$	373,912	$	25		$	1,177,744

Other operating expense		206,771						123,748		2,036			332,555
Maintenance		58,280						23,939		-			82,219
Depreciation and amortization		160,869						80,043		-			240,912
Taxes other than income		26,394						17,046		137			43,577

Operating Income (Loss)	$	351,493					$	129,136	$	(2,148	)	$	478,481

NOTE 3. REGULATORY ACTIONS

NPC and SPPC follow deferred energy accounting. See Note 3, Regulatory Actions of the Notes to Financial Statements in the 2009 Form 10-K for additional information regarding deferred energy accounting by the Utilities.

The following deferred energy amounts were included in the consolidated balance sheets as of September 30, 2010 (dollars in thousands):

	September 30, 2010
Description	NPC Electric				SPPC Electric			SPPC Gas			NVE Total

Nevada Deferred Energy
Cumulative Balance authorized in 2010 DEAA	$	(102,398	)	(1)	$	(100,625	)	$	(17,041	)	$	(220,064	)
2010 Amortization		-				15,927			5,880			21,807
2010 Deferred Energy Over Collections (2)		(70,027	)			(39,280	)		(15,173	)		(124,480	)
Nevada Deferred Energy Balance at September 30, 2010 - Subtotal	$	(172,425	)		$	(123,978	)	$	(26,334	)	$	(322,737	)
Cumulative CPUC balance (2)		-				(1,684	)		-			(1,684	)
Reinstatement of deferred energy (effective 6/07, 10 years)		135,523				-			-			135,523

Total	$	(36,902	)		$	(125,662	)	$	(26,334	)	$	(188,898	)

Deferred Assets
Deferred energy		120,675				-			-			120,675
Current Liabilities
Deferred energy		(157,577	)			(123,978	)		(26,334	)		(307,889	)
Liabilities held for sale (3)		-				(1,684	)		-			(1,684	)
Total	$	(36,902	)		$	(125,662	)	$	(26,334	)	$	(188,898	)

(1)	Refer to NPC DEAA under “Settled Regulatory Actions” below for separate discussion regarding rate offset of this balance.
(2)	These deferred energy over collections will be filed in March 2011 DEAA filings.
(3)	Refer to Note 10, Assets Held For Sale.

Pending Regulatory Actions

Sierra Pacific Power Company

SPPC California Divestiture Filing

In October 2009, SPPC and CalPeco filed an application with the CPUC requesting approval of the transaction in which SPPC has agreed to sell its California electric distribution and generation assets to CalPeco. Upon closing of the transaction, SPPC will transfer to CalPeco all of its California electric distribution and generation assets and approximately 46,000 retail electric customers. The CPUC held hearings in June 2010 and in October 2010 issued a decision approving the transaction. Separately in December 2009, SPPC filed an application with the PUCN requesting PUCN approval of the transaction. In July 2010, SPPC filed certain components of the transaction under its IRP process and requested consolidation with the previously filed application. A decision from the PUCN is expected in December 2010. See Note 10, Assets Held for Sale.

SPPC Electric GRC

In June 2010, SPPC filed its statutorily required GRC for its Nevada electric operations. In this GRC filing, SPPC requested the following:

●	Increase in general rates by $29.3 million, approximately a 3.87% increase;
●	ROE and ROR of 10.75% and 8.14%, respectively;
●	Authorization to recover new electric and common plant additions along with ordinary changes in operating expense, maintenance expense and administrative and general costs;
●	Authorization to amortize $8.4 million of development costs associated with the postponed EEC over six years and to defer $5.1 million for recovery until management’s final decision on how to proceed with the development of the EEC is determined.

If approved, the new rates would be effective January 1, 2011. Hearings have begun and are expected to conclude in early November 2010.

SPPC Gas GRC

In June 2010, SPPC filed a GRC for its gas operations. In this GRC, SPPC is requesting the following:

●	Increase in general rates by $4.3 million, approximately a 2.64% increase;
●	ROE and ROR of 10.75% and 5.48%, respectively;
●	Authorization to recover new gas and common plant additions along with ordinary changes in operating expense, maintenance expense and administrative and general costs.

If approved, the new rates would be effective January 1, 2011. Hearings have begun and are expected to conclude in early November 2010.

Settled Regulatory Actions

Nevada Power Company

NPC DEAA

In March 2010, NPC filed an application to create a new DEAA rate. In its application, NPC requested to refund $102 million of deferred fuel and purchased power costs. Separately, NPC filed a petition to offset the NPC DEAA over collection (credit balance) of $102 million against the deferred BTGR debit balance of $95.8 million. The BTGR debit balance of $95.8 million was a result of NPC’s 2008 GRC, which granted NPC approval to defer billings of its rate increase from July 1, 2009 to December 31, 2009 in a regulatory asset for which NPC recognized revenues for in 2009. Reference NPC’s 2008 GRC in Note 3, Regulatory Actions, of the Notes to Financial Statements of the 2009 Form 10-K for additional information. The PUCN consolidated both dockets for hearing purposes.

In September 2010, the PUCN accepted a stipulation for the DEAA and BTGR offset applications, which will result in an overall revenue decrease of $9.2 million or 0.41% for the period October 1, 2010 through December 31, 2011.

Sierra Pacific Power Company

SPPC Nevada Gas DEAA

In March 2010, SPPC filed an application to create a new DEAA rate. In September, the PUCN accepted a stipulation to decrease rates by $8.3 million, a decrease of 4.69%, while refunding approximately $17 million of deferred gas costs. The new DEAA rate became effective October 1, 2010.

SPPC Nevada Electric DEAA

In March 2010, SPPC filed an application to create a new DEAA rate. In September, the PUCN accepted a stipulation to decrease rates by $47.0 million, a decrease of 6.31%, while refunding $101 million of deferred fuel and purchased power costs. The new DEAA rate became effective October 1, 2010.

Utilities

Energy Efficiency Implementation Rate (EEIR) and Energy Efficiency Program Rate (EEPR)

EEIR

In 2009, the Nevada Legislature passed Senate Bill 358, which required the PUCN to adopt regulations authorizing an electric utility to recover lost revenue that is attributable to the measurable and verifiable effects associated with the implementation of efficiency and conservation programs approved by the PUCN. As a result, the PUCN opened Docket No. 09-07016 to amend and adopt the regulation. The regulation was adopted by the Legislature on July 22, 2010. The Utilities will account for the effects of such regulation in accordance with FASC 980-605-25, Alternative Revenue Programs. Accordingly, as of August 1, 2010, the Utilities are recording the amount of additional revenues which are objectively determinable and probable of recovery and are attributable to reduced kWh sales related to our energy efficiency programs, prior to their inclusion in rates. As of September 30, 2010, NPC and SPPC recorded revenues of approximately $5.8 million and $3.1 million, respectively, with an offset to a regulatory asset for this program. In March 2011, the Utilities will file an additional rate case to clear the accumulated regulatory asset account between August 1, 2010 and December 31, 2010, with rates effective in October 2011. Additionally, in October 2010, the Utilities filed to set base rates beginning April 1, 2011 to recover approximately $35.1 million and $7.6 million for NPC and SPPC, respectively, for estimated reduced kWh sales related to our energy efficiency programs in 2011. Annually, thereafter, the Utilities will file a rate case in March, to adjust rates and set a clearing rate or EEIR for over or under collected balances, effective in October of the same year.

EEPR

In addition, the regulation approved the transition of the recovery of DSM program costs from general rates (filed every 3 years) to recovery through independent annual rate filings. Accordingly, in their filing made in October 2010, the Utilities have requested to set base rates beginning April 1, 2011 to recover the cost of implementing DSM program costs of approximately $70.6 million and $12.1 million for NPC and SPPC, respectively. Costs accumulated between August 1, 2010 and December 31, 2010 will be requested for recovery in the March 2011 filing with rates effective October 2011. Thereafter, annual filings will be made in March with rates effective October of the same year. Beginning August 1, 2010, the Utilities will net total DSM program costs with the DSM Base Rate recovery or EEPR and record the differential to a regulatory asset account and corresponding offset to expense. However, as ordered by the PUCN, and since there will be no EEPR until April 1, 2011, all DSM program costs will continue to be accumulated in a regulatory asset account. The new regulation will permit a more timely recovery of revenues to offset the expense of implementing demand side management programs.

NOTE 4. LONG-TERM DEBT

As of September 30, 2010, NPC’s, SPPC’s and NVE’s aggregate annual amount of maturities for long-term debt (including obligations related to capital leases) for the next five years and thereafter are shown below (dollars in thousands):

	NPC			SPPC		NVE Holding Co. and Other Subs.		NVE Consolidated
2010	$	(287	)	$	-	$	-	$	(287	)
2011		368,454			-		-		368,454
2012		134,822			100,000		63,670		298,492
2013		105,405			250,000		-		355,405
2014		128,513			-		230,039		358,552
		736,907			350,000		293,709		1,380,616
Thereafter		3,178,355			916,417		191,500		4,286,272
		3,915,262			1,266,417		485,209		5,666,888
Unamortized Premium (Discount) Amount		(12,000	)		14,721		336		3,057
Total	$	3,903,262		$	1,281,138	$	485,545	$	5,669,945

Substantially all utility plant is subject to the liens of NPC’s and SPPC’s indentures under which their respective General and Refunding Mortgage Bonds are issued.

NPC

General and Refunding Mortgage Notes, Series X

On September 14, 2010, NPC issued and sold $250 million of its 5.375% General and Refunding Mortgage Notes, Series X, due 2040. Of the approximately $247 million in net proceeds, $231 million was used on October 14, 2010 to redeem (i) approximately $206 million in the aggregate principal amount of fixed rate unsecured tax-exempt local furnishing (“two-county”) bonds issued for NPC’s benefit and (ii) approximately $20 million unsecured tax-exempt pollution control refunding revenue bonds issued for NPC’s benefit. The remaining net proceeds of approximately $16 million were used to repay amounts outstanding under NPC’s revolving credit facility.

$600 Million Revolving Credit Facility

In April 2010, NPC terminated its $589 million secured revolving credit facility which would have expired in November 2010 and replaced it with a $600 million secured revolving credit facility, maturing in April 2013. The fees on the $600 million revolving credit facility for the unused portion and on the amounts borrowed have increased from the prior facility reflecting current market conditions. The Administrative Agent for the facility remains Wells Fargo Bank, N.A. The rate for outstanding loans under the revolving credit facility will be at either an applicable base rate (defined as the highest of the Prime Rate, the Federal Funds Rate plus ½ of 1.0% and the LIBOR Base Rate plus 1.0%) plus a margin, or a LIBOR rate plus a margin. The margin varies based upon NPC’s credit rating by S&P and Moody’s. Currently, NPC’s applicable base rate margin is 1.25% and the LIBOR rate margin is 2.25%. The rate for outstanding letters of credit will be at the LIBOR rate margin plus a fee for the issuing bank.

The $600 million revolving credit facility contains a provision which reduces the availability under the credit facility by the negative mark-to-market exposure for hedging transactions with credit facility lenders or their energy trading affiliates. The reduction in availability limits the amount that NPC can borrow or use for letters of credit and would require that NPC prepay any amount in excess of that limitation. The amount of the reduction is calculated by NPC on a monthly basis, and after calculating such reduction, the NPC Credit Agreement provides that the availability under the revolving credit facility to NPC shall in no event be less than 50% of the total commitments there under. The calculation of NPC’s negative mark-to-market exposure as of August 31, 2010 was approximately $51.8 million, which amount was in effect for borrowings under the credit facility during the month of September 2010.

The NPC Credit Agreement contains one financial maintenance covenant that requires NPC to maintain a ratio of consolidated indebtedness to consolidated capital, determined as of the last day of each fiscal quarter, not to exceed 0.68 to 1. In the event that NPC did not meet the financial maintenance covenant or there is a different event of default, the NPC Credit Agreement would restrict dividends to NVE. Moreover, so long as NPC’s senior secured debt remains rated investment grade by S&P and Moody’s (in each case, with a stable or better outlook), a representation concerning no material adverse change in NPC’s business, assets, property or financial condition would not be a condition to the availability of credit under the facility. In the event that NPC’s senior secured debt rating were rated below investment grade by either S&P or Moody’s, or investment grade by either S&P or Moody’s but with a negative outlook, a representation concerning no material adverse change in NPC’s business, assets, property or financial condition would be a condition to borrowing under the revolving credit facility.

SPPC

$250 Million Revolving Credit Facility

In April 2010, SPPC terminated its $332 million secured revolving credit facility which would have expired in November 2010 and replaced it with a $250 million secured revolving credit facility, maturing in April 2013. The fees on the $250 million revolving credit facility for the unused portion and on the amounts borrowed have increased from the prior facility reflecting current market conditions. The Administrative Agent for the facility is Bank of America, N.A. The rate for outstanding loans under the revolving credit facility will be at either an applicable base rate (defined as the highest of the Prime Rate, the Federal Funds Rate plus ½ of 1.0% and the LIBOR Base Rate plus 1.0%) plus a margin, or a LIBOR rate plus a margin. The margin varies based upon SPPC’s credit rating by S&P and Moody’s. Currently, SPPC’s applicable base rate margin is 1.25% and the LIBOR rate margin is 2.25%. The rate for outstanding letters of credit will be at the LIBOR rate margin plus a fee for the issuing bank.

The $250 million revolving credit facility contains a provision which reduces the availability under the credit facility by the negative mark-to-market exposure for hedging transactions with credit facility lenders or their energy trading affiliates. The reduction in availability limits the amount that SPPC can borrow or use for letters of credit and would require that SPPC prepay any amount in excess of that limitation. The amount of the reduction is calculated by SPPC on a monthly basis, and after calculating such reduction, the SPPC Credit Agreement provides that the availability under the revolving credit facility to SPPC shall in no event be less than 50% of the total commitments there under. The calculation of SPPC’s negative mark-to-market exposure as of August 31, 2010 was approximately $22.5 million, which amount was in effect for borrowings under the credit facility during the month of September 2010.

The SPPC Credit Agreement contains one financial maintenance covenant that requires SPPC to maintain a ratio of consolidated indebtedness to consolidated capital, determined as of the last day of each fiscal quarter, not to exceed 0.68 to 1. In the event that SPPC did not meet the financial maintenance covenant or there is a different event of default, the SPPC Credit Agreement would restrict dividends to NVE. Moreover, so long as SPPC’s senior secured debt remains rated investment grade by S&P and Moody’s (in each case, with a stable or better outlook), a representation concerning no material adverse change in SPPC’s business, assets, property or financial condition would not be a condition to the availability of credit under the facility. In the event that SPPC’s senior secured debt rating were rated below investment grade by either S&P or Moody’s, or investment grade by either S&P or Moody’s but with a negative outlook, a representation concerning no material adverse change in SPPC’s business, assets, property or financial condition would be a condition to borrowing under the revolving credit facility.

NOTE 5. FAIR VALUE OF FINANCIAL INSTRUMENTS

The September 30, 2010 carrying amount of cash and cash equivalents, current assets and current liabilities approximate fair value due to the short-term nature of these instruments.

The total fair value of NVE’s consolidated long-term debt at September 30, 2010, is estimated to be $5.9 billion (excluding current portion) based on quoted market prices for the same or similar issues or on the current rates offered to NVE for debt of the same remaining maturities. The total fair value (excluding current portion) was estimated to be $5.6 billion as of December 31, 2009.

The total fair value of NPC’s consolidated long-term debt at September 30, 2010, is estimated to be $4.0 billion (excluding current portion) based on quoted market prices for the same or similar issues or on the current rates offered to NPC for debt of the same remaining maturities. The total fair value (excluding current portion) was estimated to be $3.7 billion at December 31, 2009.

The total fair value of SPPC’s consolidated long-term debt at September 30, 2010, is estimated to be $1.4 billion (excluding current portion) based on quoted market prices for the same or similar issues or on the current rates offered to SPPC for debt of the same remaining maturities. The total fair value (excluding current portion) was estimated to be $1.3 billion as of December 31, 2009.

NOTE 6. DERIVATIVES AND HEDGING ACTIVITIES

NVE, NPC and SPPC apply the accounting guidance as required by the Derivatives and Hedging Topic of the FASC. The accounting guidance for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities, requires that an entity recognize all derivatives as either assets or liabilities in the statement of financial position, measure

those instruments at fair value, and recognize changes in the fair value of the derivative instruments in earnings in the period of change, unless the derivative meets certain defined conditions and qualifies as an effective hedge. The accounting guidance for derivative instruments also provides a scope exception for commodity contracts that meet the normal purchase and sales criteria specified in the standard. The normal purchases and normal sales exception requires, among other things, physical delivery in quantities expected to be used or sold over a reasonable period in the normal course of business. Contracts that are designated as normal purchase and normal sales are accounted for under deferred energy accounting and not recorded on the consolidated balance sheets of NVE and the Utilities at fair value.

Commodity Risk

The energy supply function encompasses the reliable and efficient operation of the Utilities’ generation, the procurement of all fuels and power and resource optimization (i.e., physical and economic dispatch) and is exposed to risks relating to, but not limited to, changes in commodity prices. NVE and the Utilities’ objective in using derivative instruments is to reduce exposure to energy price risk. Energy price risks result from activities that include the generation, procurement and sale of power and the procurement and sale of natural gas. Derivative instruments used to manage energy price risk from time to time may include: forward contracts, which involve physical delivery of an energy commodity; over-the-counter options with financial institutions and other energy companies, which mitigate price risk by providing the right, but not the requirement, to buy or sell energy related commodities at a fixed price; and swaps, which require the Utilities to receive or make payments based on the difference between a specified price and the actual price of the underlying commodity. These contracts assist the Utilities to reduce the risks associated with volatile electricity and natural gas markets.

Interest Rate Risk

In August 2009, NPC entered into two interest rate swap agreements which terminate in 2011, for an aggregated notional amount of $350 million associated with its $350 million 8.25% General and Refunding Mortgage Notes, Series A, due 2011. The interest rate swaps manage the existing fixed rate interest rate exposure with a variable interest rate in order to lower overall borrowing costs. As allowed by the Regulated Operations Topic of the FASC, as of September 30, 2010, the fair value of the interest rate swaps were recorded as a Risk Management Asset with the corresponding offset recorded as a Risk Management Regulatory Liability and are included in the fair value table below.

Determination of Fair Value

As required by the Fair Value Measurements and Disclosure Topic of the FASC, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Risk management assets and liabilities in the recurring fair value measures table below include over-the-counter forwards, swaps, options and interest rate swaps. Total risk management assets below do not include option premiums on commodity contracts which are not considered a derivative asset. Option premiums upon settlement are recorded in fuel and purchased power expense and are subsequently requested for recovery through the deferred energy mechanism. Option premium amounts included in risk management assets for NVE, NPC and SPPC were as follows (dollars in millions):

	September 30, 2010						December 31, 2009
	NVE		NPC		SPPC		NVE		NPC		SPPC
Current	$	3.6	$	2.6	$	1.0	$	11.9	$	9.2	$	2.7
Non-Current		0.1		0.1		-		1.9		1.4		0.5
Total	$	3.7	$	2.7	$	1.0	$	13.8	$	10.6	$	3.2

Forwards and swaps are valued using a market approach that uses quoted forward commodity prices for similar assets and liabilities, which incorporates a mid-market pricing convention (the mid-point price between bid and ask prices) as a practical expedient for valuing its assets and liabilities measured and reported at fair value. Options are valued based on an income approach using an option pricing model that includes various inputs; such as forward commodity prices, interest rate yield curves and option volatility rates. Interest rate swaps are valued using a financial model which utilizes observable inputs for similar instruments based primarily on market price curves. The determination of the fair value for derivative instruments not only includes counterparty risk, but also the impact of NVE and the Utilities' nonperformance risk on their liabilities, which as of September 30, 2010, had an immaterial impact to the fair value of their derivative instruments.

The following table shows the fair value of the open derivative positions recorded on the consolidated balance sheets of NVE, NPC and SPPC and the related regulatory assets and/or liabilities that did not meet the normal purchase and normal sales exception criteria as required by the Derivatives and Hedging Topic of the FASC. Due to regulatory accounting treatment under which the utilities operate, regulatory assets and liabilities are established to the extent that derivative gains and losses are recoverable or payable through future rates, once realized. This accounting treatment is intended to defer the recognition of mark-to-market gains and losses on derivative transactions until the period of settlement (dollars in millions):

	September 30, 2010									December 31, 2009
Derivative Contracts	Level 2									Level 2
	NVE			NPC			SPPC			NVE			NPC			SPPC

Risk management assets- current (1)	$	3.4		$	3.4		$	-		$	15.7		$	12.7		$	3.0
Risk management assets- noncurrent		-			-			-			4.8			4.2			0.6
Total risk management assets		3.4			3.4			-			20.5			16.9			3.6

Risk management liabilities- current		57.1			38.6			18.5			66.9			39.1			27.8
Risk management liabilities- noncurrent		0.9			0.7			0.2			2.2			1.1			1.1
Total risk management liabilities		58.0			39.3			18.7			69.1			40.2			28.9

Risk management regulatory assets/liabilities – net (2)	$	(54.6	)	$	(35.9	)	$	(18.7	)	$	(48.6	)	$	(23.3	)	$	(25.3	)

(1)

Included in Risk management assets – current at September 30, 2010, is a $ 3.4 million cumulative gain for interest rate swaps with the offset recorded in the risk management regulatory assets/liabilities amounts above.

(2)

When amount is negative it represents a risk management regulatory asset, when positive it represents a risk management regulatory liability. For the nine months ended September 30, 2010, NVE and NPC would have recorded a cumulative loss of $6.0 million, and $12.6 million, respectively; and SPPC would have recorded a cumulative gain of $6.6 million. For the three months ended September 30, 2010, NVE, NPC and SPPC would have recorded gains of $18.7 million, $17.1 million and $1.6 million, respectively. However, as permitted by the Regulated Operations Topic of the FASB Accounting Standards Codification, NVE and the Utilities deferred these gains and losses, which are included in the risk management regulatory assets/liabilities amounts above.

As a result of the nature of operations and the use of mark-to-market accounting for certain derivatives that do not meet the normal purchase and normal sales exception criteria, mark-to-market fair values will fluctuate. The Utilities cannot predict these fluctuations, but the primary factors that cause changes in the fair values are the number and size of the Utilities’ open derivative positions with their counterparties and the changes in market prices. Risk management assets decreased as of September 30, 2010 as compared to December 31, 2009, due to settlements of derivative contracts and lower natural gas prices relative to contract prices and natural gas prices at December 31, 2009.

The following table shows the commodity volume for our open derivative contracts related to natural gas contracts (amounts in millions):

	September 30, 2010						December 31, 2009
	Commodity Volume (MMBTU)						Commodity Volume (MMBTU)
	NVE		NPC		SPPC		NVE		NPC		SPPC

Commodity volume assets- current		-		-		-		47.1		40.7		6.4
Commodity volume assets- noncurrent		-		-		-		10.3		7.6		2.7
Total commodity volume of assets (1)		-		-		-		57.4		48.3		9.1

Commodity volume liabilities- current		33.4		23.8		9.6		51.7		32.7		19.0
Commodity volume liabilities- noncurrent		0.6		0.5		0.1		7.8		5.3		2.5
Total commodity volume of liabilities		34.0		24.3		9.7		59.5		38.0		21.5

(1)	The change in commodity volumes of assets and liabilities at September 30, 2010, as compared to December 31, 2009, is primarily due to the suspension of the Utilities’ hedging program as of October 2009. As such, the Utilities’ exposure to mark-to-market hedging transactions has declined.

NOTE 7. RETIREMENT PLAN AND POST-RETIREMENT BENEFITS

NVE has a single employer defined benefit pension and other postretirement plan covering substantially all employees of NVE and the Utilities. NVE allocates the unfunded liability and net periodic benefit costs for its pension benefit and other postretirement benefit plans to NPC and SPPC based upon the current, or in the case of the retirees, previous, employment location. A summary of the components of net periodic pension and other postretirement costs for the nine months ended September 30 follows. This summary is based on a December 31, measurement date (dollars in thousands):

NVE, consolidated

	Pension Benefits						Other Postretirement Benefits
	For the three months ended September 30,						For the three months ended September 30,
	2010			2009			2010			2009

Service cost	$	4,727		$	4,709		$	617		$	577
Interest cost		10,718			11,036			2,184			2,637
Expected return on plan assets		(11,069	)		(9,290	)		(1,556	)		(1,508	)
Amortization of prior service cost		(448	)		(448	)		(972	)		(171	)
Amortization of net loss		3,777			6,894			1,085			1,273
Settlement loss		-			-			-			84

Net periodic benefit cost	$	7,705		$	12,901		$	1,358		$	2,892

	Pension Benefits						Other Postretirement Benefits
	For the nine months ended September 30,						For the nine months ended September 30,
	2010			2009			2010			2009

Service cost	$	14,182		$	14,128		$	1,850		$	1,732
Interest cost		32,154			33,109			6,551			7,912
Expected return on plan assets		(33,206	)		(27,870	)		(4,667	)		(4,525	)
Amortization of prior service cost		(1,345	)		(1,345	)		(2,917	)		(514	)
Amortization of net loss		11,329			20,681			3,256			3,818
Settlement loss		-			-			-			254

Net periodic benefit cost	$	23,114		$	38,703		$	4,073		$	8,677

The average percentage of NVE net periodic costs capitalized during 2010 and 2009 was 33.85% and 36.91%, respectively.

NPC

	Pension Benefits						Other Postretirement Benefits
	For the three months ended September 30,						For the three months ended September 30,
	2010			2009			2010			2009

Service cost	$	2,392		$	2,393		$	353		$	310
Interest cost		5,023			5,270			619			607
Expected return on plan assets		(5,362	)		(4,462	)		(567	)		(509	)
Amortization of prior service cost		(433	)		(433	)		236			289
Amortization of net loss		1,764			3,298			300			287
Settlement loss		-			-			-			19

Net periodic benefit cost	$	3,384		$	6,066		$	941		$	1,003

	Pension Benefits						Other Postretirement Benefits
	For the nine months ended September 30,						For the nine months ended September 30,
	2010			2009			2010			2009

Service cost	$	7,175		$	7,179		$	1,060		$	931
Interest cost		15,069			15,809			1,856			1,820
Expected return on plan assets		(16,085	)		(13,385	)		(1,702	)		(1,528	)
Amortization of prior service cost		(1,300	)		(1,300	)		709			868
Amortization of net loss		5,292			9,894			899			861
Settlement loss		-			-			-			57

Net periodic benefit cost	$	10,151		$	18,197		$	2,822		$	3,009

The average percentage of NVE net periodic costs capitalized during 2010 and 2009 was 36.34% and 39.79%, respectively.

SPPC

	Pension Benefits						Other Postretirement Benefits
	For the three months ended September 30,						For the three months ended September 30,
	2010			2009			2010			2009

Service cost	$	2,004		$	2,061		$	245		$	251
Interest cost		5,389			5,471			1,547			2,014
Expected return on plan assets		(5,431	)		(4,580	)		(961	)		(977	)
Amortization of prior service cost		(26	)		(26	)		(1,213	)		(465	)
Amortization of net loss		1,969			3,425			777			978
Settlement loss		-			-			-			65

Net periodic benefit cost	$	3,905		$	6,351		$	395		$	1,866

	Pension Benefits						Other Postretirement Benefits
	For the nine months ended September 30,						For the nine months ended September 30,
	2010			2009			2010			2009

Service cost	$	6,012		$	6,184		$	733		$	755
Interest cost		16,167			16,414			4,640			6,041
Expected return on plan assets		(16,292	)		(13,741	)		(2,883	)		(2,932	)
Amortization of prior service cost		(78	)		(78	)		(3,638	)		(1,394	)
Amortization of net loss		5,907			10,276			2,332			2,934
Settlement loss		-			-			-			195

Net periodic benefit cost	$	11,716		$	19,055		$	1,184		$	5,599

The average percentage of NVE net periodic costs capitalized during 2010 and 2009 was 34.57% and 36.53%, respectively.

During the nine months ended September 30, 2010, the company made contributions to the pension plan totaling $30 million, which were allocated to the 2010 plan year. At the present time, it is anticipated that additional funding will be required for both the pension and other postretirement benefits plans in 2010 in order to meet the minimum funding level requirements defined by the Pension Protection Act of 2006; however, the amounts will not be known until asset values and market conditions can be evaluated at the time of the contribution . Currently, NVE expects to fund an additional $10 million to the pension plan in 2010.

In March 2010, the President signed into law comprehensive health care reform legislation under the Patient Protection and Affordable Care Act of 2010. One feature of this legislation is the elimination of the tax deductibility of employer health care costs for retiree prescription drug expenses that are reimbursed as part of the Medicare Part D federal subsidy. NVE has not participated in the subsidy program since 2008, and therefore does not expect any significant impact on its financial statements as a result of this legislation.

In June 2010, the Preservation of Access to Care for Medicare Beneficiaries and Pension Relief Act of 2010 was signed into law. This legislation permits employers to choose between alternative amortization methods for shortfalls due to losses in asset market values. The legislation is designed to reduce contributions to defined benefit pension plans by allowing them to be spread over a longer period of time. NVE is currently evaluating the options and impact of this legislation, but does not believe it would need to avail itself of the benefits under this Act. The estimated future contributions shown above do not take into account any possible impacts of this legislation.

NOTE 8. COMMITMENTS AND CONTINGENCIES

Contractual Obligations

During the nine months ended September 30, 2010, NVE and the Utilities entered into significant contracts which increased commitments as disclosed in the Form 10-K.

	2010		2011		2012		2013		2014		Thereafter		Total
Purchased Power - NPC (1)	$	-	$	169	$	49,383	$	57,181	$	118,312	$	4,213,645	$	4,438,690
Transportation - NPC (2)	$	4,700	$	24,700	$	30,400	$	80,649	$	92,149	$	938,710	$	1,171,308
Transportation - SPPC (2)	$	900	$	20,000	$	20,500	$	23,098	$	23,598	$	49,406	$	137,502
Coal - NPC (3)	$	-	$	20,311	$	33,886	$	33,882	$	34,402	$	182,466	$	304,947
Long-Term Service Agreements - NPC (4)	$	3,378	$	11,367	$	12,040	$	12,143	$	11,415	$	80,951	$	131,294
Long-Term Service Agreement – SPPC (4)	$	225	$	4,562	$	4,770	$	4,567	$	5,091	$	27,820	$	47,035
Capital Projects (5)	$	125,000	$	-	$	-	$	-	$	-	$	-	$	125,000

(1)	Represents estimated payments under renewable energy power purchase contracts, which have been approved by the PUCN and are contingent upon the developers obtaining commercial operation and their ability to deliver energy.
(2)	Included in transportation is the TUA with GBT, of which NPC will be responsible for 95% and SPPC 5%, and is contingent upon certain conditions, final construction costs and reaching commercial operation, which is expected in late 2012, and other material transportation contracts.
(3)	Includes a 10 year long term agreement for the purchase of coal.
(4)	Amounts calculated based on estimated usage.
(5)	Represents the Utilities' aggregate 25% share in the estimated $500 million On Line project, of which NPC will be responsible for 95% and SPPC 5%.

Environmental

NPC

NEICO

NEICO, a wholly-owned subsidiary of NPC, owns property in Wellington, Utah, which was the site of a coal washing and load-out facility. The site has a reclamation estimate supported by a bond of approximately $5 million with the Utah Division of Oil and Gas Mining, which management believes is sufficient to cover reclamation costs. Management is continuing to evaluate various options including reclamation and sale.

SPPC

Valmy Generating Station

On June 22, 2009, SPPC received a request for information from the EPA—Region 9 under Section 114 of the Federal Clean Air Act requesting current and historical operations and capital project information for SPPC’s Valmy Generating Station located in Valmy, Nevada. SPPC co-owns and operates this coal-fired plant. Idaho Power Company owns the remaining 50%. The EPA’s Section 114 information request does not allege any incidents of non-compliance at the plant, and there have been no other new enforcement-related proceedings that have been initiated by the EPA relating to the plant. SPPC completed its response to the EPA in December 2009 and will continue to monitor developments relating to this Section 114 request. SPPC cannot predict the impact, if any, associated with this information request.

Other Environmental Matters

NVE and the Utilities are subject to federal, state and local regulations regarding air and water quality, hazardous and solid waste disposal and other environmental matters. As disclosed in Note 13, Commitments and Contingencies of the Notes to Financial Statements, Environmental, in the 2009 Form 10-K, NPC was subject to various environmental proceedings which were settled as of December 31, 2009. NPC continues to comply with these environmental commitments. As of September 30, 2010, environmental expenditures did not change materially from those disclosed in the 2009 Form 10-K.

Litigation Contingencies

NPC and SPPC

Peabody Western Coal Company Royalty Claim

NPC owns an 11% interest in the Navajo Generating Station which is located in Northern Arizona and is operated by Salt River. Other participants in the Navajo Generating Station are Arizona Public Service Company, Los Angeles Department of Water and Power and Tucson Electric Power Company (together with Salt River and NPC, the “Navajo Joint Owners”). NPC also owns a

14% interest in the Mohave Generating Station which is located in Laughlin, Nevada and was operated by Southern California Edison (SCE) prior to the time it became non-operational on December 31, 2005.

On October 15, 2004, the Navajo Generating Station’s coal supplier, Peabody Western Coal Co. (Peabody WC), filed a complaint against the Navajo Joint Owners in Missouri State Court in St. Louis, alleging, among other things, a declaration that the Navajo Joint Owners are obligated to reimburse Peabody WC for any royalty, tax or other obligations arising out of a lawsuit that the Navajo Nation filed against Salt River, several Peabody Coal Company entities (including Peabody WC and collectively referred to as “Peabody”) and SCE in June 1999 in the U.S. District Court for the District of Columbia (DC Lawsuit).

The Navajo Joint Owners were first served in the Missouri lawsuit in January 2005. The operating agent for the Navajo Generating Station, Salt River, defended the suit on behalf of the Navajo Joint Owners. In July 2008, the Court dismissed all counts against NPC, two without prejudice to their possible refiling at a later date. NPC is unable to predict whether any liability may arise from any of these matters, including from the ultimate outcome of the DC Lawsuit.

NPC is not a party to the DC Lawsuit although, as noted above, it is a participant in both the Navajo Generating Station and the Mohave Generating Station. The DC Lawsuit consists of various claims relating to the renegotiations of coal royalty and lease agreements and alleges, among other things, that the defendants obtained a favorable coal royalty rate for the lease agreements under which Peabody mines coal for both the Navajo Generating Station and the Mohave Generating Station by improperly influencing the outcome of a federal administrative process pursuant to which the royalty rate was to be adjusted. Initially, the DC Lawsuit sought $600 million in damages, treble damages and punitive damages of not less than $1 billion, and the ejection of defendants from all possessory interests and Navajo Tribal lands arising out of the primary coal lease. In July 2001, the U.S. District Court dismissed all claims against Salt River. The action had been stayed since October, 2004 until March, 2008, when the U.S. District Court lifted the stay. On April 12, 2010, the Navajo Nation amended their complaint; it no longer seeks treble damages. The Court ordered substantial completion of factual discovery by the fourth quarter of 2010. Management cannot predict the timing or outcome of a decision on this matter.

SPPC

Farad Dam

SPPC sold four hydro generating units, (10.3 MW total capacity), located in Nevada and California, for $8 million to TMWA in June 2001. The Farad Hydro (2.8 MW), has been out of service since the summer of 1996 due to a collapsed flume. The current estimate to rebuild the diversion dam, if management decides to proceed, is approximately $20 million. Under the terms of the contract with TMWA, SPPC is not entitled to receive the proceeds of sale relating to Farad unless and until it has reconstructed the Farad facility in a manner reasonably acceptable to TMWA or, alternatively SPPC assigns its casualty loss claim to TMWA and TMWA is reasonably satisfied regarding its rights with respect to such claim.

SPPC filed a claim with the insurers Hartford Steam Boiler Inspection and Insurance Co. and Zurich-American Insurance Company (collectively, the “Insurers”) for the Farad flume and Farad Dam. In December 2003, SPPC sued the Insurers in the U.S. District Court for the District of Nevada (the “Court”) on a coverage dispute relating to potential rebuild costs for Farad Dam. The case went to trial before the Court in April 2008. On September 30, 2008, the Court ruled that SPPC was not time barred from reconstructing Farad Dam, and has coverage for the full rebuild costs, subject to coverage sub-limits set forth in the insurance policies. The Court further ruled that SPPC is entitled to recover $4 million for costs incurred to date on Farad Dam and that SPPC shall have three years to rebuild the dam from the date of the Court’s decision. In the event Farad Dam is not rebuilt, the Court determined SPPC would be entitled to actual cash value of approximately $1.3 million. SPPC has requested the Court to reconsider the cash value to reflect rebuild costs. On July 10, 2009, the Court declined SPPC’s request to reconsider the cash value and further ordered that the three year period to replace the dam commences as of July 10, 2009 (Order). In early August 2009, SPPC appealed the Court’s $1.3 million cash value determination with the U.S. Court of Appeals for the Ninth Circuit (the “Ninth Circuit”). Subsequently, in August 2009, the Insurers appealed the Court’s insurance coverage decision with the Ninth Circuit All briefings have been completed. The Ninth Circuit ordered that arguments on the appeal be held in early November, 2010.

Other Legal Matters

NVE and its subsidiaries, through the course of their normal business operations, are currently involved in a number of other legal actions, none of which, in the opinion of management, is expected to have a significant impact on their financial positions, results of operations or cash flows.

NOTE 9. EARNINGS PER SHARE (NVE)

The difference, if any, between basic EPS and diluted EPS is due to potentially dilutive common shares resulting from stock options, the employee stock purchase plan, performance and restricted stock plans, and the non-employee director stock plan.

		Three Months Ended September 30,				Nine Months Ended September 30,
		2010		2009		2010		2009
Basic EPS
Numerator ($000)

	Net income	$	182,746	$	182,646	$	217,971	$	178,785

Denominator (1)
	Weighted average number of common shares outstanding		235,117,058		234,629,761		234,991,208		234,479,605

Per Share Amounts

	Net income per share - basic	$	0.78	$	0.78	$	0.93	$	0.76

Diluted EPS
Numerator ($000)

	Net income	$	182,746	$	182,646	$	217,971	$	178,785

Denominator (1)
	Weighted average number of shares outstanding before dilution		235,117,058		234,629,761		234,991,208		234,479,605
	Stock options		35,973		37,132		30,818		23,983
	Non-Employee Director stock plan		147,718		104,609		137,032		94,900
	Employee stock purchase plan		9,463		10,058		6,186		8,247
	Restricted Shares		87,613		13,307		69,322		9,542
	Performance Shares		1,079,362		574,052		902,159		409,277
			236,477,187		235,368,919		236,136,725		235,025,554

Per Share Amounts

	Net income per share - diluted	$	0.77	$	0.78	$	0.92	$	0.76

(1)

The denominator does not include stock equivalents for options issued under the non-qualified stock option plan due to conversion prices being higher than market prices for all periods. If the conditions for conversion were met under this plan, 701,190 and 707,950 shares would be included for the three and nine months ended September 30, 2010, respectively, and 731,505 and 850,596 shares would be included for the three and nine months ended September 30, 2009, respectively.

NOTE 10. ASSETS HELD FOR SALE

Sale of California Electric Distribution and Generation Assets

In April 2009, SPPC entered into an agreement to sell its California electric distribution and generation assets to CalPeco. In connection with the sale of the assets, SPPC entered into a separate five year purchase power agreement to sell energy to CalPeco, contingent upon the completion of the sale of the assets. Based on the terms of the purchase agreement, SPPC will receive proceeds that include a premium on current net rate base assets as of the closing date, plus a working capital adjustment. Depending on certain closing adjustments, such proceeds are expected to be at or near current book value of the related net assets. Net rate base assets include utility plant in service, net and deferred credits and other liabilities. The sale is expected to close in the fourth quarter of 2010 and has been approved by the U.S. Department of Justice, the FERC and the CPUC. The PUCN is expected to rule on the sale in December 2010.

In accordance with FASB presentation accounting guidance for discontinued operations, ASC 205-10-20, the California asset sale met the “assets held for sale” criteria, but, did not meet the “component-of-an-entity” criteria. The California electric distribution and generation assets held for sale do not have cash flows that can be clearly distinguished operationally from the rest of the entity because they do not operate individually, but rather as a part of SPPC’s whole operating system, which includes all of the electric distribution and generation assets owned by SPPC.

Below are the major classes of assets and liabilities held for sale and presented in the consolidated balance sheets as of September 30, 2010 and December 31, 2009 (dollars in millions):

Assets	September 30, 2010		December 31, 2009

Utility Plant in Service	$	194.3	$	188.6
Less: Accumulated depreciation		54.5		55.4
Utility Plant in Service, net		139.8		133.2
CWIP		5.5		4.6
Other current assets		7.1		8.6
Deferred Charges		-		0.8

Assets Held for Sale	$	152.4	$	147.2

Liabilities
Deferred Credits and Other Liabilities	$	29.2	$	25.7
Liabilities Held for Sale	$	29.2	$	25.7

Sale of Independence Lake

In May 2010, SPPC sold a lake and surrounding property located in the State of California, known as Independence Lake, for approximately $15 million. The gain on sale was approximately $14.7 million before taxes; however, approximately $7.1 million of the gain has been deferred as a regulatory liability and will be paid to SPPC’s ratepayers over approximately three years.

NOTE 11. SHAREHOLDERS’ EQUITY

Changes in Shareholders’ Equity

The following tables represent year-to-date changes in shareholders’ equity of NVE, NPC and SPPC (in thousands):

NVE
	Number of Common Shares Issued		Common Shareholders’ Equity

Balance at December 31, 2009		234,834	$	3,223,922
Net Income		-		217,971
Accumulated Other Comprehensive Income		-		94
Common Stock Issued		339		339
Common Stock Dividends Declared		-		(77,561	)
Stock Purchase and Dividend Reinvestment		-		2,009
Other		-		1,740
Balance at September 30, 2010		235,173	$	3,368,514

Balance at December 31, 2008		234,317	$	3,131,186
Net Income		-		178,785
Accumulated Other Comprehensive Income		-		81
Common Stock Issued		366		366
Common Stock Dividends Declared		-		(70,401	)
Stock Purchase and Dividend Reinvestment		-		1,863
Other		-		1,940
Balance at September 30, 2009		234,683	$	3,243,820

NPC
	Number of Common Shares Issued		Common Shareholder’s Equity

Balance at December 31, 2009		1	$	2,650,039
Net Income		-		181,586
Accumulated Other Comprehensive Income		-		50
Common Stock Dividends Declared		-		(62,000	)
Balance at September 30, 2010		1	$	2,769,675

Balance at December 31, 2008		1	$	2,627,567
Net Income		-		140,941
Accumulated Other Comprehensive Income		-		36
Common Stock Dividends Declared		-		(77,000	)
Other		-		7
Balance at September 30, 2009		1	$	2,691,551

SPPC
	Number of Common Shares Issued		Common Shareholder’s Equity

Balance at December 31, 2009		4	$	1,009,258
Net Income		-		52,897
Accumulated Other Comprehensive Income		-		26
Common Stock Dividends Declared		-		(48,000	)
Balance at September 30, 2010		4	$	1,014,181

Balance at December 31, 2008		4	$	877,961

Net Income		-		58,206
Accumulated Other Comprehensive Income		-		28
Common Stock Dividends Declared		-		(32,000	)
Capital Contribution from Parent		-		90,300
Balance at September 30, 2009		4	$	994,495

Dividends

The following dividend declarations were made by the BOD of NVE:

Declaration Date	Amount	Payable Date	Shareholders of Record Date

May 4, 2010	$0.11 per share	June 16, 2010	June 1, 2010
August 5, 2010	$0.11 per share	September 22, 2010	September 7, 2010
October 28, 2010	$0.12 per share	December 22, 2010	December 7, 2010

NPC and SPPC paid dividends to NVE of $62 million and $48 million, respectively, for the nine months ended September 30, 2010. NPC and SPPC declared an additional dividend to NVE on October 28, 2010, of $12 million and $60 million, respectively.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

Forward-Looking Statements and Risk Factors

The information in this Form 10-Q includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to anticipated financial performance, management’s plans and objectives for future operations, business prospects, outcome of regulatory proceedings, market conditions and other matters.

Words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan” and “objective” and other similar expressions identify those statements that are forward-looking. These statements are based on management’s beliefs and assumptions and on information currently available to management. Actual results could differ materially from those contemplated by the forward-looking statements. In addition to any assumptions and other factors referred to specifically in connection with such statements, factors that could cause the actual results of NVE, NPC or SPPC; (NPC and SPPC are collectively referred to as the “Utilities”) to differ materially from those contemplated in any forward-looking statement include, among others, the following:

(1)

economic conditions both nationwide and regionally, including availability and cost of credit, inflation rates, monetary policy, unemployment rates, customer bankruptcies, weaker housing markets, a decrease in tourism, particularly in Southern Nevada, and cancelled or deferred hotel construction projects, each of which affect customer growth, customer collections, customer demand and usage patterns;

(2)

changes in the rate of industrial, commercial and residential growth in the service territories of the Utilities, including the effect of weaker housing markets, increased unemployment, and energy conservation programs, which could affect the Utilities’ ability to accurately forecast electric and gas demand;

(3)

unfavorable or untimely rulings in rate or other cases filed or to be filed by the Utilities with the PUCN, including the periodic applications to recover costs for fuel and purchased power that have been recorded by the Utilities in their deferred energy accounts, and deferred natural gas costs recorded by SPPC for its gas distribution business;

(4)

wholesale market conditions, including availability of power on the spot market and the availability to enter into gas financial hedges with creditworthy counterparties, which affect the prices the Utilities have to pay for power as well as the prices at which the Utilities can sell any excess power;

(5)

the ability and terms upon which NVE, NPC and SPPC will be able to access the capital markets to support their requirements for working capital, including amounts necessary for construction and acquisition costs and other capital expenditures, as well as to finance deferred energy costs, particularly in the event of: continued volatility in the global credit markets, changes in availability and cost of capital either due to market conditions or as a result of unfavorable rulings by the PUCN, a downgrade of the current debt ratings of NVE, NPC or SPPC, and/or interest rate fluctuations;

(6)

unseasonable or severe weather, drought, threat of wildfire and other natural phenomena, which could affect the Utilities’ customers’ demand for power, could seriously impact the Utilities’ ability and/or cost to procure adequate supplies of fuel or purchased power, could affect the amount of water available for electric generating plants in the Southwestern U.S., and could have other adverse effects on our business;

(7)	whether the Utilities can procure and/or obtain sufficient renewable energy sources in each compliance year to satisfy the Portfolio Standard in the State of Nevada;

(8)

whether the Utilities will be able to continue to obtain fuel and power from their suppliers on favorable payment terms and favorable prices, particularly in the event of unanticipated power demands (for example, due to unseasonably hot weather), suspension of a hedging program, physical availability, sharp increases in the prices for fuel (including increases in long-term transportation costs) and/or power, or a ratings downgrade;

(9)	changes in environmental laws or regulations, including the imposition of limits on emissions of carbon dioxide or other greenhouse gases from electric generating facilities, which could significantly affect our existing operations as well as our construction program;

(10)

whether on remand to the Nevada State Engineer after the Nevada Supreme Court’s June 17, 2010, decision on rehearing in Great Basin Water Network, et al. v. Nevada State Engineer, a decision could be made to re-open certain permitted water rights of the Southern Nevada Water Authority, which are used to supply water to the Utilities' power production plants and service territories, which could adversely impact the operations of those plants and future growth and customer usage patterns;

(11)	whether the Utilities will be able to integrate the new advanced metering system with their billing and other computer information systems and whether the technologies and equipment will perform as expected, and in all other respects, meet operational, commercial and regulatory requirements;

(12)

employee workforce factors, including changes in and renewals of collective bargaining unit agreements, strikes or work stoppages, the ability to adjust the labor cost structure to changes in growth within our service territories, and potential difficulty in recruiting new talent to mitigate losses in critical knowledge and skill areas due to an aging workforce;

(13)

explosions, fires, accidents and mechanical breakdowns that may occur while operating and maintaining an electric and natural gas system in the Utilities’ service territory that can cause unplanned outages, reduce generating output, damage the Utilities’ assets or operations, subject the Utilities to third-party claims for property damage or personal injury, or result in the imposition of civil, criminal, or regulatory fines or penalties on the Utilities;

(14)

construction risks, such as delays in permitting, changes in environmental laws, difficulty in securing adequate skilled labor, cost and availability of materials and equipment (including escalating costs for materials, labor and environmental compliance due to timing delays and other economic factors which may affect vendor access to capital), equipment failure, work accidents, fire or explosions, business interruptions, possible cost overruns, delay of in-service dates, and pollution and environmental damage;

(15)	whether the Utilities will be able to continue to pay NVE dividends under the terms of their respective financing and credit agreements and limitations imposed by the Federal Power Act;

(16)

the discretion of NVE's BOD regarding NVE's future common stock dividends based on the BOD periodic consideration of factors ordinarily affecting dividend policy, such as current and prospective financial condition, earnings and liquidity, prospective business conditions, regulatory factors, and restrictions in NVE's and the Utilities' agreements;

(17)	further increases in the unfunded liability or changes in actuarial assumptions, the interest rate environment and the actual return on plan assets for our pension plan, which can affect future funding obligations, costs and pension plan liabilities;

(18)

the effect that any future terrorist attacks, wars, threats of war or pandemics may have on the tourism and gaming industries in Nevada, particularly in Las Vegas, as well as on the national economy in general; including the impact of acts of terrorism or vandalism that damage or disrupt information technology and systems owned by the Utilities, or third parties on which the Utilities rely;

(19)	changes in tax or accounting matters or other laws and regulations to which NVE or the Utilities are subject;

(20)	the effect of existing or future Nevada, California or federal legislation or regulations affecting electric industry restructuring, including laws or regulations which could allow additional customers to choose new electricity suppliers or change the conditions under which they may do so;

(21)

changes in the business of the Utilities’ major customers engaged in gold mining or gaming, including availability and cost of capital or power demands, which may result in changes in the demand for services of the Utilities, including the effect on the Nevada gaming industry of the opening of additional gaming establishments in California, other states and internationally; and

(22)	unusual or unanticipated changes in normal business operations, including unusual maintenance or repairs.

Other factors and assumptions not identified above may also have been involved in deriving these forward-looking statements, and the failure of those other assumptions to be realized, as well as other factors, may also cause actual results to differ materially from those projected. NVE, NPC and SPPC assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking statements.

NOTE REGARDING RELIANCE ON STATEMENTS IN OUR CONTRACTS

In reviewing the agreements filed as exhibits to this Quarterly Report on Form 10-Q, please remember that they are filed to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about NVE, the Utilities or the other parties to the agreements. The agreements contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

•	should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties to the agreement if those statements prove to be inaccurate;

•	have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;
•	may apply standards of materiality in a way that is different from what may be viewed as material to investors; and
•	were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time.

EXECUTIVE OVERVIEW

Management’s Discussion and Analysis of Financial Condition and Results of Operations explains the general financial condition and the results of operations of NVE and its two primary subsidiaries, NPC and SPPC, collectively referred to as the “Utilities” (references to “we,” “us” and “our” refer to NVE and the Utilities collectively), and includes the following:

●	For each of NVE, NPC and SPPC:

	§	Results of Operations
	§	Analysis of Cash Flows
	§	Liquidity and Capital Resources

●	Regulatory Proceedings (Utilities)

NVE’s Utilities operate three regulated business segments which are NPC electric, SPPC electric and SPPC natural gas. The Utilities are public utilities engaged in the generation, transmission, distribution and sale of electricity and, in the case of SPPC, sale and distribution of natural gas. Other operations consist mainly of unregulated operations and the holding company operations. The Utilities are the principal operating subsidiaries of NVE and account for substantially all of NVE’s assets and revenues. NVE, NPC and SPPC are separate filers for SEC reporting purposes and as such this discussion has been divided to reflect the individual filers (NVE, NPC and SPPC), except for discussions that relate to all three entities or the Utilities.

NVE recognized net income of $182.7 million for the three months ended September 30, 2010 compared to net income of $182.6 million for the same period in 2009. NVE recognized net income of $218.0 million for the nine months ended September 30, 2010 compared to net income of $178.8 million for the same period in 2009. The increase in net income for the three months ended September 30, 2010 compared to the same period in 2009 is primarily due to an increase in gross margin, for which a primary component is attributable to revenue recorded for reduced kWh sales related to our energy efficiency programs, as discussed in Note 3, Regulatory “Actions of the Condensed Notes to Financial Statements, and an increase in AFUDC. This increase was partially offset by higher income taxes as a result of a lower tax effective rate in 2009, and increased operating and maintenance expense. The increase in net income for the nine months ended September 30, 2010 compared to the same period in 2009 is primarily due to increased rates as a result of NPC’s GRC, which was effective beginning July 1, 2009 and a decrease in other operating expenses, maintenance expense and interest expense, partially offset by higher income taxes as a result of a lower tax effective rate in 2009 and an increase in interest expense on regulatory items, primarily as a result of over-collected deferred energy balances.

The Utilities are regulated by the PUCN and, for the California electric service territory of SPPC, the CPUC, with respect to rates, standards of service, siting of and necessity for generation and certain transmission facilities, accounting, issuance of securities and other matters with respect to generation, distribution and transmission operations. The FERC has jurisdiction under the Federal Power Act with respect to wholesale rates, service, interconnection, accounting, and other matters in connection with the Utilities’ sale of electricity for resale and interstate transmission. The FERC also has jurisdiction over the natural gas pipeline companies from which the Utilities take service. As a result of regulation, many of the fundamental business decisions of the Utilities, as well as the ROR they are permitted to earn on their utility assets, are subject to the approval of governmental agencies.

The Utilities’ revenues and operating income are subject to fluctuations during the year due to impacts that seasonal weather, rate changes, and customer usage patterns have on demand for electric energy and resources. NPC is a summer peaking utility experiencing its highest retail energy sales in response to the demand for air conditioning. SPPC’s electric system peak typically occurs in the summer, while its gas business typically peaks in the winter. The variations in energy usage due to varying weather, customer growth and other energy usage patterns necessitates a continual balancing of loads and resources and purchases and sales of energy under short and long term contracts. As a result, the prudent management and optimization of available resources has a direct effect on the operating and financial performance of the Utilities. Additionally, the timely recovery of purchased power and fuel costs, and other costs, and the ability to earn a fair return on investments are essential to the operating and financial performance of the Utilities.

2010 and Beyond Objectives and Challenges

For the remainder of 2010 and in 2011, management’s key objectives will remain focused on executing its three-part strategy of energy efficiency and conservation programs for its customers, purchase and development of renewable energy projects and construction of generating facilities and expansion of transmission capability. A key objective in 2010 was to obtain PUCN approval of NPC’s IRP and to file SPPC’s IRP. NPC received approval of its IRP and SPPC filed its IRP in July 2010. The approval of NPC’s IRP enables it to move forward with the three-part strategy by increasing the dollars spent on DSM projects, implementing the ASD initiative, now known as the NV Energize project, and constructing the ON Line transmission line, which will connect the northern and southern service area and also provide greater access to renewable energy resources. See more discussion of NPC’s IRP approval under Other Significant Matters. However, due to the economic uncertainty in Nevada, NVE’s execution of the three-part strategy will be a significant challenge. Another challenge will be to further broaden our access to capital to fund the three-part strategy and maintain sufficient liquidity.

Economic Conditions

Although the economy in the U.S. is starting to show signs of recovery from the recession, Nevada continues to struggle. As of September 2010, the unemployment rate in Nevada was 14.4%. However, as of July 2010, taxable sales have increased 5.3% from the prior year, visitor volume increased by 2.0% compared to August 2009 and gaming revenues increased 11.5% compared to August 2009; however, the increase in revenues may be attributable to the timing of certain conventions from September to August in 2010, as compared to 2009.

Tourism and gaming remain Southern Nevada’s leading industries, driving construction activity, the housing market and employment in the region, and together comprising one of NPC’s largest classes of customers. As of September 2010, unemployment in the Las Vegas area was 15%. In addition to employment, management continues to monitor hotel room additions and the hotel/motel occupancy rate in Las Vegas as signs of future growth in customers and customer usage. As of August 2010, the hotel/motel occupancy rate in Las Vegas was 82%, an increase of 0.6% from a year ago. In 2010, room growth is expected to increase to 1.2% and then slow to 0.1% in 2011. The increase in room growth for 2010 is primarily due to the Cosmopolitan Resort & Casino, which is expected to add approximately 2,000 rooms to Las Vegas. Gaming properties in southern Nevada are experiencing financial problems, including difficulties meeting debt payments, bankruptcies and delays or termination of construction projects which may further decrease the projected growth in rooms or offset any increases. As of August 2010, compared to the same period in 2009, in Southern Nevada, construction activity, another leading indicator, has seen a decrease in the number of residential permits while commercial permits have remained relatively flat.

SPPC’s service territory, which consists primarily of Washoe County, has also been affected by the recessionary environment. Unemployment in Washoe County was at 13.6% as of September 2010, up from 11.7% a year ago. However taxable sales increased 2.9% compared to a year ago July 2009, while gaming revenues decreased 3.1% compared to a year ago August 2009.

Other economic conditions affecting Nevada include the national decrease in real estate market activity which makes it more difficult for individuals and businesses to sell their properties in order to relocate to Nevada.

As the Utilities’ service territories continue to be economically challenged, management will continue to place a significant emphasis on evaluating the foregoing economic indicators and their effect on various interrelated factors including, but not limited to:

●	customer growth;
●	customer usage;
●	revenues;
●	load factors;
●	future capital projects and capital requirements;
●	managing operating and maintenance expenses within projected revenue growth without compromising safety, reliability and efficiency;
●	our liquidity and ability to access capital markets;
●	collections on accounts receivable;
●	counterparty risk; and
●	workforce reduction.

Management cannot predict when economic recovery may commence in Nevada, but expects that the Nevada economy will continue to struggle for the next several years. As such, a significant challenge for us will be to manage costs, while remaining steadfast in carrying out our three part strategy of the energy supply plan which includes energy efficiency and conservation programs, purchase and development of renewable energy projects, and expansion of traditional generating capacity and transmission capability to move energy throughout the state. In response to this challenge, the three part strategy will become more focused on projects that will allow us to leverage existing assets, improve transmission capabilities which are necessary for the Utilities to meet their Portfolio Standard, discussed below, further develop the NV Energize initiative, which will allow us to reduce our cost structure and future capital expenditures, and effectively contain capital and operating costs. Effective capital and operating cost containment began during 2009 by the reduction and delay of capital expenditures and implementation of severance programs as discussed further in Note 17, Severance Programs, of the Notes to Financial Statements in the 2009 Form 10-K.

General Economic Information

The general economic data, on both national and local levels, contained in this quarterly report are based on independent government and industry publications, reports by market research firms or other independent published sources. While we believe that these publications and other sources are reliable, we have not independently verified such data and can make no representation as to the accuracy thereof.

Three Part Strategy

Beginning in 2007, NVE embarked on a three part energy supply strategy to manage resources against our load by encouraging energy efficiency and conservation programs, the purchase and development of renewable energy projects, the

construction of generating facilities in an effort to reduce our reliance on purchased power, and expansion of transmission capability.

Energy Efficiency and Conservation Programs

Over the past two years, the Utilities invested approximately $120 million in energy efficiency and conservation. NPC’s IRP, which was approved in July 2010, includes various DSM programs to increase energy efficiency and conservation programs totaling approximately $209.9 million over a three year period.

In addition, NVE has been awarded a $138 million grant in stimulus funding from the DOE specifically for NVE’s $301 million NV Energize project. The NV Energize project will provide NVE with the Smart Grid infrastructure necessary to enable widespread use of smart meters, enabling customers to more directly manage their energy usage. NV Energize involves the deployment of a delivery mechanism that creates a new, more advanced infrastructure for NVE’s demand response and energy efficiency and conservation programs.

The agreement between NVE and the DOE was signed in March 2010. As a result of executing the contract, the Utilities have begun a pilot program with the ultimate goal of completing the installation of approximately 1.5 million smart meters throughout the entire state of Nevada by 2012, making Nevada one of the first states to implement a statewide Smart Grid Plan.

In July 2010, NPC received PUCN approval for the NV Energize project for approximately $95 million. SPPC’s investment of $50 million was submitted in its IRP filing in July 2010. An additional $2 million within NVE’s capital budget covers energy management system upgrades in 2010.

Purchase and Development of Renewable Energy Projects

NPC is currently completing construction of the Goodsprings 6 MW recovered energy project at its budgeted cost of $22 million. The Goodsprings project was given IRP approval by the PUCN in 2008. In 2009, NPC received PUCN approval to purchase the output from three geothermal plants expanded by 32 MW, an additional 49 MW of output from two new solar projects, and a landfill gas project to be completed in 2010/2011. In 2010, the Utilities will continue development of these renewable energy projects, conduct additional requests for proposals for renewable energy, and explore other opportunities to add to their supplies of renewable energy and associated PECs.

During the first quarter of 2010, NPC submitted seven long-term renewable energy PPAs to the PUCN for approval. The seven contracts include two solar projects totaling 160 MW, three geothermal projects totaling 130 MW, one wind project totaling 150 MW and one landfill gas project with a capacity of 3 MW. Together the projects total 443 MW. These projects were approved by the PUCN in July 2010.

In addition, two short-term renewable energy PPAs were entered into. One was signed in December 2009 with renewable energy deliveries commencing at that time and the other agreement was signed in February 2010 with deliveries commencing in April 2010.

In April 2010, NPC and SPPC filed their joint Annual Compliance Report with the PUCN. SPPC reported that it met the Portfolio Standard for total PECs and the solar requirements of the Portfolio Standard. NPC reported that it met the solar requirement of the Portfolio Standard, but did not meet the Portfolio Standard requirement for total PECs. In October 2010, the PUCN approved a stipulation that allows NPC to offset its 2009 PEC shortfall with credits earned in 2010 and a loan of surplus credits from SPPC.

Construction of Generating Facilities and Expansion of Transmission Capabilities

NPC will continue the construction of the 500 MW (nominally rated) natural gas generating station at the existing Harry Allen Generating Station, which is expected to be operational by summer 2011. In addition, the Utilities will continue to optimize the operations of their existing generating assets.

In NPC’s IRP filed in February 2010 and SPPC’s 8 th Amendment to its 2007 IRP filed in March 2010, the Utilities requested approval of ON Line, a 500 kV transmission line from the proposed Robinson Summit Substation near Ely, Nevada to the existing Harry Allen Substation located northeast of Las Vegas, Nevada at an aggregate cost of approximately $500 million. The preferred plan was a joint ownership proposal (“Joint Project”) of ON Line among NPC, SPPC and GBT, an affiliate of LS Power. The Utilities had entered into a Memorandum of Understanding and Term Sheet (“MOU”) for the Joint Project that contemplates two phases of development. The alternative to the Joint Project, also filed in NPC’s IRP and SPPC’s 8 th Amendment to its 2007 IRP, is for the Utilities’ to self build ON Line. In addition to connecting NVE’s northern service territory with its service territory in southern Nevada, ON Line would also provide access to isolated renewable energy resources in parts of northern and eastern Nevada, which would further advance the Utilities’ ability in meeting its Portfolio Standard, discussed above.

As part of NPC’s IRP approval, the PUCN granted the Utilities’ request to move forward with construction of ON Line through the Joint Project with GBT. The PUCN’s approval was conditioned upon there being no material changes in the language of the final Transmission Use and Capacity Exchange Agreement (“TUA”) between the parties from that in the MOU that was

previously filed with the PUCN. The PUCN also accepted the Utilities’ alternative to proceed with the self-build option, if the Utilities cannot reach an agreement with GBT.

In August 2010, the Utilities and GBT finalized the TUA which is not substantially different from the MOU. Pursuant to the terms of the Agreement, NPC will own an undivided 23.75% interest in ON Line, SPPC will own an undivided 1.25% interest in ON Line and GBT will own an undivided 75% interest in ON Line. The Agreement provides that the Utilities will make a monthly payment to GBT for an initial term of 41 years, and, in return, the Utilities will be entitled to use all of the capacity of ON Line. Further, if GBT constructs certain interconnecting transmission lines north or south of ON Line, the Utilities and GBT have agreed to exchange capacity between ON Line and such interconnecting transmission lines based on the amounts of their respective investments. The estimated construction cost of ON Line is approximately $500 million, of which the Utilities will be responsible for funding their aggregate 25% share. The Utilities will be primarily responsible for overseeing construction of ON Line, and for the operation and maintenance of ON Line upon its completion. The Utilities’ obligation to fund their 25% share of construction costs is subject to several customary conditions precedent, including, but not limited to, obtaining approvals from the PUCN and the FERC and GBT securing sufficient financing for the project. The parties expect these conditions to be satisfied on or before December 31, 2010.

Additional key objectives include management of energy risk, environmental matters, and regulatory filings, and to further broaden access to capital.

Further Broaden Access to Capital

A significant focus for the remainder of 2010 will continue to be to generate sufficient cash from operations to meet operating needs and contribute to capital projects by managing recovery of deferred fuel and purchased power costs, reducing regulatory lag in recovery of costs and controlling costs. Maintaining or improving the Utilities’ credit ratings will be essential to negotiating favorable financing terms, and will continue to be a significant focus for the remainder of 2010. Significant amounts of capital may be necessary to fund prospective construction projects, as discussed further under NVE’s Liquidity and Capital Resources in the 2009 Form 10-K and as a result of the approval of NPC’s IRP. Additionally, if energy costs rise at a rapid rate and the Utilities do not recover the cost of fuel and purchased power in a timely manner, the Utilities may need to issue additional debt to support their operating costs or delay capital expenditures. Management may be required to meet such financial obligations with a combination of internally generated funds, the use of the Utilities’ revolving credit facilities, the issuance of long-term debt, and/or the issuance of equity by NVE. As such, the ability to issue new debt or equity securities on favorable terms will be a significant focus for the remainder of 2010. In April 2010, NPC and SPPC entered into new revolving credit facilities for $600 million and $250 million, respectively, which expire in April 2013 to replace their credit facilities which were set to expire in November 2010. Additionally in September 2010, NPC issued $250 million of its 5.375% General and Refunding Mortgage Notes, Series X.

Other Significant Matters

Regulatory Environment

NPC 2009 IRP

On February 1, 2010, NPC refiled its 2009 triennial IRP. In July 2010, the PUCN issued its order which included the following significant items:

●	Approval to jointly develop with GBT (an affiliate of LS Power), the ON Line, which is a 500 kV transmission line from the proposed Robinson Summit Substation near Ely, Nevada to the existing Harry Allen Substation located northeast of Las Vegas, Nevada at a cost of approximately $500 million. The PUCN also accepted NPC’s alternative to proceed with the self build option for ON Line, if the Utilities cannot reach an agreement with GBT;
●	Granted NPC’s request for critical facility designation for its investment in the ON Line;
●	Approval of the NV Energize project of approximately $95 million which includes NPC and SPPC successfully obtaining a grant of $138 million in federal funds from the DOE to co-fund the project. This project will allow customers to control their energy use by providing transparent and timely consumption and pricing information and energy control capabilities while facilitating and enhancing the companies’ existing and planned demand response programs and other energy conservation and efficiency measures;
●	Approval to establish a regulatory asset for stranded non-advanced metering infrastructure electric meter costs related to the NV Energize project;
●	Approval of various DSM programs to increase energy efficiency and conservation programs totaling approximately $209.9 million over the three year action plan;
●	Approval of seven renewable energy long term power purchase agreements;
●	Approval of NPC’s proposal to postpone the EEC indefinitely, but ordered NPC to resubmit the request as a part of its next triennial IRP filing in July 2012; and
●	Approval of the long-term load forecast and the three-year forecast.

Legislative Changes

In 2009 the Nevada Legislature passed Senate Bill 358, which required the PUCN to adopt regulations authorizing an electric utility to recover revenue attributable to reduced kWh sales related to our energy efficiency programs. In June 2010, the PUCN adopted the regulations. As of August 1, 2010, the Utilities began recording revenues for this program. See Note 3, Regulatory Actions of Condensed Notes to Financial Statements for further details.

NV ENERGY, INC.

RESULTS OF OPERATIONS

NV Energy, Inc. and Other Subsidiaries

NVE (Holding Company)

The operating results of NVE primarily reflect those of NPC and SPPC, discussed later. The holding company’s (stand alone) operating results included approximately $29.0 million of interest costs for both the nine months ended September 30, 2010 and 2009, respectively.

As of September 30, 2010, NPC had paid $62.0 million in dividends to NVE and SPPC had paid $48.0 million in dividends to NVE.

On October 28, 2010, NPC and SPPC declared dividends to NVE of $12 million and $60 million, respectively.

Other Subsidiaries

Other Subsidiaries of NVE, except for NPC and SPPC, did not contribute materially to the consolidated results of operations of NVE.

ANALYSIS OF CASH FLOWS

Cash flows increased during the nine months ended September 30, 2010, compared to the same period in 2009, due to an increase in cash from operating activities and a decrease in cash used by investing activities, partially offset by a decrease in cash from financing activities.

Cash From Operating Activities. The increase in cash from operating activities was primarily due to increased revenues as a result of the rate increase in NPC’s GRC offset by BTER rate reductions. Also contributing to the increase were a decrease in funding for pension plans, reduced spending for conservation programs and other regulated activities, higher payments to vendors in 2009 and a refund to a transmission customer in 2009.

Cash Used By Investing Activities. Cash used by investing activities decreased mainly due to the slowdown in construction for infrastructure and due to the sale of property.

Cash From Financing Activities. Cash from financing activities decreased due to a reduction in draws on the revolving credit facility partially offset by higher dividend payments.

LIQUIDITY AND CAPITAL RESOURCES (NVE CONSOLIDATED)

Overall Liquidity

NVE’s consolidated operating cash flows are primarily derived from the operations of NPC and SPPC. The primary source of operating cash flows for the Utilities is revenues (including the recovery of previously deferred energy costs and natural gas costs) from sales of electricity and, in the case of SPPC, natural gas. Significant uses of cash flows from operations include the purchase of electricity and natural gas, other operating expenses, capital expenditures and interest. Operating cash flows can be significantly influenced by factors such as weather, regulatory outcomes and economic conditions.

Available Liquidity as of September 30, 2010 (in millions)
	NVE		NPC			SPPC
Cash and Cash Equivalents	$	19.6	$	265.7	(1)	$	93.0
Balance available on Revolving Credit Facilities (2)		N/A		485.3			234.1
Less reduction for hedging obligations (3)				(51.8	)		(22.5	)
	$	19.6	$	699.2		$	304.6

(1)	NPC balance reflects remaining proceeds from the issuance of the G&R Series X Notes on September 14, 2010. These proceeds were used to redeem approximately $226 million of tax-exempt debt on October 14, 2010. (See NPC’s Financing Transactions ).
(2)	As of October 27 , 2010, NPC and SPPC had approximately $487 million and $215.3 million available under their revolving credit facilities, which includes reductions in availability for hedging transactions and letters of credits, as discussed further under NPC’s and SPPC’s Financing Transactions.
(3)	Reduction for hedging obligations reflect balances as of August 31, 2010.

NVE and the Utilities attempt to maintain their cash and cash equivalents in highly liquid investments, such as U.S. treasury bills, or bank deposits. In addition to cash on hand, the Utilities may use their revolving credit facilities in order to meet their liquidity needs. Alternatively, depending on the usage of their revolving credit facilities, the Utilities may issue debt, subject to certain restrictions as discussed in Factors Affecting Liquidity , Ability to Issue Debt , below.

NVE and the Utilities have no significant debt maturities in 2010. Significant debt maturities in 2011 are limited to NPC’s $350 million 8.25% General and Refunding Notes, Series A, which mature on June 1, 2011. As of October 27, 2010, NPC has borrowed approximately $60 million on its $600 million revolving credit facility, and SPPC has no borrowings outstanding on its $250 million revolving credit facility, not including reductions for hedging transactions or letters of credit (see Financing Transactions below).

NVE and the Utilities anticipate that they will be able to meet short-term operating costs, such as fuel and purchased power costs, with internally generated funds, including the recovery of deferred energy, and the use of their revolving credit facilities. In order to fund long-term capital requirements, including maturing debt, NVE and the Utilities will likely use a combination of internally generated funds, the Utilities’ revolving credit facilities, the issuance of long-term debt and/or equity and in the case of the Utilities capital contributions from NVE. However, if energy costs rise at a rapid rate and the Utilities do not recover the cost of fuel, purchased power and operating costs in a timely manner or the Utilities were to experience a credit rating downgrade resulting in the posting of collateral as discussed below under Gas Supplier Matters , the amount of liquidity available to the Utilities could be significantly less. In order to maintain sufficient liquidity, NVE and the Utilities may be required to delay capital expenditures, re-finance debt or issue equity at NVE.

The ability to issue debt, as discussed later, is subject to certain covenant calculations which include net income of NVE and the Utilities. As a result of these covenant calculations and the seasonality of the Utilities’ business, the ability to issue debt can vary from quarter to quarter and the Utilities’ utilization of their revolving credit facilities may be limited.

The Utilities’ credit ratings on their senior secured debt remain at investment grade (see Credit Ratings below). However, disruptions in the banking and capital markets not specifically related to NVE or the Utilities may affect their ability to access funding sources or cause an increase in the interest rates paid on newly issued debt.

As of October 27, 2010, NVE has approximately $2.5 million payable of debt service obligations remaining for 2010, which it intends to pay through dividends from subsidiaries. (See Factors Affecting Liquidity-Dividends from Subsidiaries below).

NVE designs operating and capital budgets to control operating costs and capital expenditures. In addition to operating expenses, NVE has continuing commitments for capital expenditures for construction, improvement and maintenance of facilities.

NVE’s contractual obligations changed from that reported in the 2009 Form 10-K for the following significant items: (i) the TUA with GBT with respect to the ON Line project; (ii) the Utilities’ new revolving credit facilities entered into in April 2010; (iii) NPC's $250 million of 5.375% General and Refunding Mortgage Notes, Series X, due 2040, as discussed under Financing Transactions for their respective sections; and (iv) several other commitments as detailed in Note 11, Commitments and Contingencies of the Condensed Notes to Financial Statements.

Factors Affecting Liquidity

Effect of Holding Company Structure

As of September 30, 2010, NVE (on a stand-alone basis) has outstanding debt and other obligations including, but not limited to: $63.7 million of its unsecured 7.803% Senior Notes due 2012; $191.5 million of its unsecured 6.75% Senior Notes due 2017; and $230 million of its unsecured 8.625% Senior Notes due 2014.

Due to the holding company structure, NVE’s right as a common shareholder to receive assets of any of its direct or indirect subsidiaries upon a subsidiary’s liquidation or reorganization is junior to the claims against the assets of such subsidiary by its creditors. Therefore, NVE’s debt obligations are effectively subordinated to all existing and future claims of the creditors of NPC and SPPC and its other subsidiaries, including trade creditors, debt holders, secured creditors, taxing authorities and guarantee holders.

As of September 30, 2010, NVE, NPC, SPPC and their subsidiaries had approximately $5.7 billion of debt and other obligations outstanding, consisting of approximately $3.9 billion of debt at NPC, approximately $1.3 billion of debt at SPPC and approximately $485 million of debt at the holding company and other subsidiaries. Although NVE and the Utilities are parties to

agreements that limit the amount of additional indebtedness they may incur, NVE and the Utilities retain the ability to incur substantial additional indebtedness and other liabilities.

Dividends from Subsidiaries

Since NVE is a holding company, substantially all of its cash flow is provided by dividends paid to NVE by NPC and SPPC on their common stock, all of which is owned by NVE. Since NPC and SPPC are public utilities, they are subject to regulation by state utility commissions, which impose limits on investment returns or otherwise impact the amount of dividends that the Utilities may declare and pay.

In addition, certain agreements entered into by the Utilities set restrictions on the amount of dividends they may declare and pay and restrict the circumstances under which such dividends may be declared and paid. As a result of the Utilities’ senior secured debt being rated at investment grade by S&P and Moody’s, these restrictions are suspended for as long as the debt remains investment grade rated by both rating agencies. In addition to the restrictions imposed by specific agreements, the Federal Power Act prohibits the payment of dividends from “capital accounts”. Although the meaning of this provision is unclear, the Utilities believe that the Federal Power Act restriction, as applied to their particular circumstances, would not be construed or applied by the FERC to prohibit the payment of dividends for lawful and legitimate business purposes from current year earnings, or in the absence of current year earnings, from other/additional paid-in capital accounts. If, however, the FERC were to interpret this provision differently, the ability of the Utilities to pay dividends to NVE could be jeopardized.

Credit Ratings

The liquidity of NVE and the Utilities, the cost and availability of borrowing by the Utilities under their respective credit facilities, the potential exposure of the Utilities to collateral calls under various contracts and the ability of the Utilities to acquire fuel and purchased power on favorable terms are all directly affected by the credit ratings for the companies’ debt. NPC’s and SPPC’s senior secured debt is rated investment grade by three NRSRO’s: Fitch, Moody’s and S&P. In May 2010, Fitch upgraded the ratings for NVE and the Utilities. The rating for NVE’s senior unsecured debt was upgraded to BB from BB-. The rating for the Utilities’ senior secured debt was upgraded to BBB from BBB- and the senior unsecured debt of NPC to BB+ from BB. The rating outlook was revised from positive to stable. As of September 30, 2010, the ratings are as follows:

		Rating Agency
		Fitch	Moody’s	S&P
NVE	Sr. Unsecured Debt	BB	Ba3	BB
NPC	Sr. Secured Debt	BBB*	Baa3*	BBB*
NPC	Sr. Unsecured Debt	BB+	Not rated	BB+
SPPC	Sr. Secured Debt	BBB*	Baa3*	BBB*

*Investment grade

S&P’s, Moody’s and Fitch’s rating outlooks for NVE, NPC and SPPC are Stable.

A security rating is not a recommendation to buy, sell or hold securities. Security ratings are subject to revision and withdrawal at any time by the assigning rating organization. Each security rating agency has its own methodology for assigning ratings, and accordingly, each rating should be evaluated in the context of the applicable methodology, independently of all other ratings. The rating agencies provide ratings at the request of the company being rated and charge the company fees for their services.

Energy Supplier Matters

With respect to NPC’s and SPPC’s contracts for purchased power, NPC and SPPC purchase and sell electricity with counterparties under the WSPP agreement, an industry standard contract that NPC and SPPC use as members of the WSPP. The WSPP contract is posted on the WSPP website.

Under these contracts, a material adverse change (e.g., a credit rating downgrade) in NPC and SPPC may allow the counterparty to request adequate financial assurance, which, if not provided within three business days, could cause a default. Most contracts and confirmations for purchased power have been modified or separate agreements have been made to either shorten the normal payment due date or require payment in advance of delivery in response to requests for financial assurance. A default must be declared within 30 days of the event, giving rise to the default becoming known. A default will result in a termination payment equal to the present value of the net gains and losses for the entire remaining term of all contracts between the parties aggregated to a single liquidated amount due within three business days following the date the notice of termination is received. The mark-to-market value, which is substantially based on quoted market prices, can be used to roughly approximate the termination payment and benefit at any point in time. The net mark-to-market value as of September 30, 2010 for all suppliers continuing to provide power under a WSPP agreement would approximate a $50.0 million payment or obligation to NPC. No amounts would be due to or from SPPC. These contracts qualify for the normal purchases scope exception as required by the Derivatives and Hedging Topic of the FASC, and as such, are not required to be marked-to-market on the balance sheet. Refer to Note 6, Derivatives and Hedging Activities, of the Condensed Notes to Financial Statements, for further discussion.

Gas Supplier Matters

With respect to the purchase and sale of natural gas, NPC and SPPC use several types of standard industry contracts. The natural gas contract terms and conditions are more varied than the electric contracts. Consequently, some of the contracts contain language similar to that found in the WSPP agreement and other agreements have unique provisions dealing with material adverse changes, which primarily means a credit rating downgrade below investment grade. Most contracts and confirmations for natural gas purchases have been modified or separate agreements have been made to either shorten the normal payment due date or require payment in advance of delivery in response to requests for financial assurances. Forward physical gas supplies are purchased under index based pricing terms and as such do not carry forward mark-to-market exposure.

Gas transmission service is secured under FERC Tariffs or custom agreements. These service contracts and Tariffs require the user to establish and maintain creditworthiness to obtain service or otherwise post cash or a letter of credit to be able to receive service. Service contracts are subject to FERC approved tariffs, which, under certain circumstances, require the Utilities to provide collateral to continue receiving service. NPC has one transmission counterparty for which it is required to post cash collateral or a letter of credit in the event of credit rating downgrades. As of September 30, 2010, the maximum amount of additional collateral NPC would be required to post under these contracts in the event of credit rating downgrades was approximately $30.6 million. Of this amount, approximately $22.9 million would be required if NPC’s Senior Unsecured ratings are downgraded from their current level and an additional amount of approximately $7.7 million would be required if NPC’s Senior Secured ratings are downgraded to below investment grade.

Financial Gas Hedges

The Utilities enter into certain hedging contracts with various counterparties to manage the gas price risk inherent in purchased power and fuel contracts. As discussed under NPC’s and SPPC’s Financing Transactions, the Utilities shall reduce their availability under the Utilities’ revolving credit facilities for negative mark-to-market positions on hedging contracts with counterparties who are lenders under the revolving credit facilities provided that the reduction of availability under the revolving credit facilities shall at no time exceed 50% of the total commitments then in effect under the credit facilities. The calculation of NPC’s and SPPC’s negative mark-to-market exposure as of August 31, 2010 was approximately $51.8 million and $22.5 million, respectively, which amount was in effect for borrowings during the month of September 2010. Currently, the Utilities only have hedging contracts with counterparties who are also lenders on the revolving credit facilities; however, future contracts entered into with non-lenders may require the Utilities to post cash collateral in the event of a credit rating downgrade. Finally, as of October 2009, the Utilities have suspended their hedging program, and as such, expect their exposure to negative mark-to-market hedging transactions to decline.

Ability to Issue Debt

NV Energy, Inc.

Certain debt of NVE (holding company) places restrictions on debt incurrence, liens and dividends, unless, at the time the debt is incurred, the ratio of cash flow to fixed charges for NVE’s (consolidated) most recently ended four quarter period on a pro forma basis is at least 2 to 1. Under this covenant restriction, as of September 30, 2010, NVE (consolidated) would be allowed to incur up to $1.8 billion of additional indebtedness, assuming an interest rate of 7%. The amount of additional indebtedness allowed would likely be impacted if there is a change in current market conditions or material change in our financial condition.

Notwithstanding this restriction, under the terms of the debt, NPC and SPPC would still be permitted to incur a combined total of up to $500 million in indebtedness and letters of credit under their respective revolving credit facilities. As of September 30, 2010, the combined total outstanding indebtedness and letters of credit under their respective revolving credit facilities was approximately $130.6 million not including any reductions for negative mark-to-market transactions. See NPC’s and SPPC’s Ability to Issue Debt sections for further discussion of the Utilities’ limitations on ability to issue debt.

If the applicable series of debt is upgraded to investment grade by both Moody’s and S&P, these restrictions will be suspended and will no longer be in effect so long as the applicable series of Notes remain investment grade by both Moody’s and S&P (see Credit Ratings above).

Cross Default Provisions

None of the Utilities’ financing agreements contains a cross-default provision that would result in an event of default by that Utility upon an event of default by NVE or the other Utility under any of their respective financing agreements. Certain of NVE’s financing agreements, however, do contain cross-default provisions that would result in event of default by NVE upon an event of default by the Utilities under their respective financing agreements. In addition, certain financing agreements of each of NVE and the Utilities provide for an event of default if there is a failure under other financing agreements of that entity to meet payment terms or to observe other covenants that would result in an acceleration of payments due. Most of these default provisions (other than ones relating to a failure to pay other indebtedness) provide for a cure period of 30-60 days from the occurrence of a specified event, during which time NVE or the Utilities may rectify or correct the situation before it becomes an event of default.

NEVADA POWER COMPANY

RESULTS OF OPERATIONS

NPC recognized net income of approximately $164.1 million during the three months ended September 30, 2010, compared to net income of approximately $163.6 million for the same period in 2009. During the nine months ended September 30, 2010, NPC recognized net income of approximately $181.6 million compared to net income of approximately $140.9 million for the same period in 2009.

During the nine months ended September 30, 2010, NPC paid $62.0 million in dividends to NVE. On October 28, 2010, NPC declared an additional dividend to NVE of approximately $12 million.

Gross margin is presented by NPC in order to provide information that management believes aids the reader in determining how profitable the electric business is at the most fundamental level. Gross margin, which is a “non-GAAP financial measure” as defined in accordance with SEC rules, provides a measure of income available to support the other operating expenses of the business and is a key factor utilized by management in its analysis of its business.

NPC believes presenting gross margin allows the reader to assess the impact of NPC’s regulatory treatment and its overall regulatory environment on a consistent basis. Gross margin, as a percentage of revenue, is primarily impacted by the fluctuations in electric and natural gas supply costs versus the fixed rates collected from customers. While these fluctuating costs impact gross margin as a percentage of revenue, they only impact gross margin amounts if the costs cannot be passed through to customers. Gross margin, which NPC calculates as operating revenues less energy costs, provides a measure of income available to support the other operating expenses of NPC. For reconciliation to operating income, see Note 2, Segment information in the Condensed Notes to Financial Statements. Gross margin changes based on such factors as general base rate adjustments (which are required by statute to be filed every three years) and reflect NPC’s strategy to increase internal power generation versus purchased power, which generates no gross margin.

The components of gross margin were (dollars in thousands):

	Three Months Ended September 30,							Nine Months Ended September 30,
					Change from							Change from
	2010		2009		Prior Year %			2010		2009		Prior Year %

Operating Revenues:	$	872,986	$	933,520		-6.5	%	$	1,840,745	$	1,945,818		-5.4	%


Energy Costs:
Fuel for power generation		181,100		160,960		12.5	%		469,282		455,355		3.1	%
Purchased power		216,309		288,248		-25.0	%		412,276		541,746		-23.9	%
Deferred energy		22,296		46,911		-52.5	%		81,719		144,910		-43.6	%
	$	419,705	$	496,119		-15.4	%	$	963,277	$	1,142,011		-15.7	%


Gross Margin	$	453,281	$	437,401		3.6	%	$	877,468	$	803,807		9.2	%

Gross margin increased for the three months ended September 30, 2010, compared to the same period in 2009, primarily due to revenue attributable to reduced kWh sales related to our energy efficiency programs, which became effective August 1, 2010 (see Note 3, Regulatory Actions in the Condensed Notes to Financial Statements). Also contributing to the increase in gross margin was an increase in revenue associated with the REPR. REPR is, as a rate mechanism, designed to provide rebates to customers for the implementation of approved renewable projects. REPR revenues are offset by the amortization of these costs in other operating expense and therefore have no effect on net income. Further contributing to the increase in gross margin is an increase in demand during peak periods for commercial and industrial customers, and to a lesser extent, slight customer growth. Partially offsetting the increase was a change in customer usage patterns which may be attributable to economic conditions, conservation programs and decreased transmission revenue.

Gross margin increased for the nine months ended September 30, 2010, compared to the same period in 2009, primarily due to an increase in BTGR revenue as a result of NPC’s 2008 GRC effective July 1, 2009, and revenue attributable to reduced kWh sales related to our energy efficiency programs, which became effective August 1, 2010 (see Note 3, Regulatory Actions in the Condensed Notes to Financial Statements). Partially offsetting the increase was a change in customer usage patterns which may be attributable to economic conditions and conservation programs, unusually cool weather, decreased transmission revenue, as well as decreased REPR revenue; however, as stated above, REPR revenues are offset in other operating expense and have no effect on net income.

The causes for significant changes in specific lines comprising the results of operations for NPC for the respective periods are provided below (dollars in thousands except for amounts per unit):

Operating Revenue

	Three Months Ended September 30,							Nine Months Ended September 30,
					Change from							Change from
	2010		2009		Prior Year %			2010		2009		Prior Year %
Operating Revenues:
Residential	$	460,535	$	484,561		-5.0	%	$	899,423	$	939,488		-4.3	%
Commercial		132,176		148,504		-11.0	%		340,258		365,595		-6.9	%
Industrial		262,129		278,728		-6.0	%		550,518		578,661		-4.9	%
Retail revenues		854,840		911,793		-6.2	%		1,790,199		1,883,744		-5.0	%
Other		18,146		21,727		-16.5	%		50,546		62,074		-18.6	%
Total Operating Revenues	$	872,986	$	933,520		-6.5	%	$	1,840,745	$	1,945,818		-5.4	%

Retail sales in thousands of MWhs		7,208		7,197		0.2	%		16,255		16,626		-2.2	%

Average retail revenue per MWh	$	118.60	$	126.69		-6.4	%	$	110.13	$	113.30		-2.8	%

NPC’s retail revenues decreased for the three months ended September 30, 2010, as compared to the same period in 2009 primarily due to decreased energy rates from NPC’s various BTER quarterly updates and the expiration of the Western Energy Crisis Amortization rate (See Note 3, Regulatory Actions of the Condensed Notes to the Financial Statements and in the 2009 Form 10-K). The decrease in revenue was partially offset by an increase in demand charges for commercial and industrial customers, and an increase in revenue attributable to reduced kWh sales related to our energy efficiency programs, which became effective August 1, 2010. Slight customer growth and increased residential usage due to hotter weather also offset the decrease in revenue. The average number of Residential, Commercial and Industrial customers increased by 0.7%, 0.2% and 1.5%, respectively, compared to the same period in the prior year.

NPC’s retail revenues decreased for the nine months ended September 30, 2010, as compared to the same period in 2009.

●	Residential retail revenue decreased primarily due to decreased customer usage in the second quarter resulting from lower May 2010 temperatures as compared to hotter than normal weather in May 2009. Decreased energy rates from NPC’s various BTER quarterly updates and the expiration of the Western Energy Crisis Amortization rate also contributed to the decrease in revenue. These decreases were partially offset by increases in general rates as a result of NPC’s 2008 GRC, effective July 1, 2009, (See Note 3, Regulatory Actions of the Condensed Notes to the Financial Statements and in the 2009 Form 10-K) and revenue attributable to reduced kWh sales related to our energy efficiency programs, as discussed above. The average number of Residential customers increased by 0.2% compared to the same period in the prior year.

●	Commercial and Industrial retail revenues decreased primarily due to decreased rates. Energy rates decreased as a result of NPC’s various BTER quarterly cases, the expiration of the Western Energy Crisis Amortization rate, and decreased winter general rates as a result of NPC’s 2008 GRC effective July 1, 2009. (See Note 3, Regulatory Actions of the Condensed Notes to the Financial Statements and in the 2009 Form 10-K). Decreased customer usage in the second quarter resulting from lower May 2010 temperatures as compared to hotter than normal weather in May 2009 also contributed to the decrease in revenue. These decreases were partially offset by an increase in demand charges for commercial and industrial customers, and as a result of revenue attributable to reduced kWh sales related to our energy efficiency programs, as discussed above. The average number of Commercial and Industrial customers increased by 0.8% and 0.4%, respectively, compared to the same period in the prior year.

Electric Operating Revenues – Other decreased for the three and nine months ended September 30, 2010, compared to the same period in 2009. The decrease is primarily due to the expiration of a significant transmission agreement with Calpine Energy Services and decreases in sales for resale.

Energy Costs

Energy Costs include Fuel for Generation and Purchased Power. Energy costs are dependent upon several factors which may vary by season or period. As a result, NPC’s usage and average cost per MWh of fuel for generation versus purchased power to meet demand can vary significantly. Factors that may affect energy costs include, but are not limited to:

●		Weather
●		Generation efficiency
●		Plant outages
●		Total system demand

●		Resource constraints
●		Transmission constraints
●		Natural gas constraints
●		Long-term contracts; and
●		Mandated power purchases
●		Volatility of commodity prices

	Three Months Ended September 30,							Nine Months Ended September 30,
					Change from							Change from
	2010		2009		Prior Year %			2010		2009		Prior Year %

Energy Costs
Fuel for Generation	$	181,100	$	160,960		12.5	%	$	469,282	$	455,355		3.1	%
Purchased Power		216,309		288,248		-25.0	%		412,276		541,746		-23.9	%
Energy Costs	$	397,409	$	449,208		-11.5	%	$	881,558	$	997,101		-11.6	%

MWhs
MWhs Generated (in thousands)		4,738		4,999		-5.2	%		11,868		12,688		-6.5	%
Purchased Power (in thousands)		2,804		2,553		9.8	%		5,211		5,345		-2.5	%
Total MWhs		7,542		7,552		-0.1	%		17,079		18,033		-5.3	%

Average cost per MWh
Average fuel cost per MWh of Generated Power	$	38.22	$	32.20		18.7	%	$	39.54	$	35.89		10.2	%
Average cost per MWh of Purchased Power	$	77.14	$	112.91		-31.7	%	$	79.12	$	101.36		-21.9	%
Average total cost per MWh	$	52.69	$	59.48		-11.4	%	$	51.62	$	55.29		-6.6	%

Energy Costs decreased for the three and nine months ended September 30, 2010, compared to the same period in 2009 primarily due to a decrease in hedging costs and a decrease in total system demand, partially offset by higher natural gas prices. Volume for the nine months ended September 30, 2010 decreased primarily due to cooler weather. The average cost per MWh for energy costs decreased primarily due to decreased hedging costs.

●	Fuel for generation costs increased for the three and nine months ended September 30, 2010 primarily due to higher cost of natural gas and the change in method of allocating electric tolling option expense between fuel for generation and purchased power which had no impact on gross margin or operating income, partially offset by the decrease in volume and a decrease in hedging costs. Volume decreased for the nine months ended September 30, 2010 due primarily to outages within internal generation in the early part of the year. The average cost per MWh increased for the three and nine months due to an increase in natural gas costs and the change in method of allocating electric tolling option expense, partially offset by a decrease in hedging costs.

●	Purchased power costs and the average cost per MWh decreased for the three and nine months ended September 30, 2010 primarily due to a decrease in hedging costs and the change in method of allocating hedging costs to purchased power electric tolling option, as discussed above, partially offset by an increase in renewable energy purchases. MWhs increased as a result of the outages discussed above.

Deferred Energy

	Three Months Ended September 30,							Nine Months Ended September 30,
	2010		2009		Change from Prior Year %			2010		2009		Change from Prior Year %

Deferred energy	$	22,296	$	46,911		-52.5	%	$	81,719	$	144,910		-43.6	%

Deferred energy represents the difference between actual fuel and purchased power costs incurred during the period and amounts recoverable through current rates. To the extent actual costs exceed amounts recoverable through current rates, the excess is recognized as a reduction in costs. Conversely, to the extent actual costs are less than amounts recoverable through current rates, the difference is recognized as an increase in costs. Deferred energy also includes the current amortization of fuel and purchased power costs previously deferred. Reference Note 3, Regulatory Actions , of the Condensed Notes to Financial Statements for further detail of deferred energy balances.

Amounts for the three months ended September 30, 2010 and 2009 include amortization of deferred energy of $5.3 million and $14.7 million, respectively; and an over-collection of amounts recoverable in rates of $17.0 million and $32.2 million, respectively. Amounts for the nine months ended September 30, 2010 and 2009 include amortization of deferred energy of $20.7 million and $33.5 million, respectively; and an over-collection of amounts recoverable in rates of $61.0 million and $111.4 million, respectively. Amortization for both the three and nine month periods include amounts for the Western Energy Crisis Rate Case and

the Reinstatement of deferred energy as discussed in Note 3, Regulatory Actions , of Notes to Financial Statements in NPC’s 2009 Form 10-K.

Other Operating Expenses

	Three Months Ended September 30,							Nine Months Ended September 30,
	2010		2009		Change from Prior Year %			2010		2009		Change from Prior Year %

Other operating expense	$	75,798	$	68,521		10.6	%	$	208,374	$	206,771		0.8	%
Maintenance expense	$	15,707	$	12,014		30.7	%	$	50,945	$	58,280		-12.6	%
Depreciation and amortization	$	56,575	$	54,996		2.9	%	$	169,330	$	160,869		5.3	%

Other operating expense increased for the three and nine months ended September 30, 2010, compared to the same period in 2009, primarily due to external consulting fees, leases, and increases in amortization of REPR costs; however, as discussed under Gross Margin, REPR costs do not have an effect on net income. These increases were partially offset by lower employee pension and benefit expenses.

Maintenance expense increased for the three months ended September 30, 2010, compared to the same period in 2009, primarily due to a 2010 planned major outage at the Silverhawk Generating Station and maintenance at the Higgins, Reid Gardner, Navajo and Lenzie Generating Stations.

Maintenance expense decreased for the nine months ended September 30, 2010, compared to the same period in 2009, primarily due to planned maintenance outages that occurred in 2009 at the Clark and Reid Gardner Generating Stations. This decrease was partially offset by maintenance at the Higgins, Navajo and Harry Allen Generating Stations.

Depreciation and amortization increased for the three and nine months ended September 30, 2010, compared to the same period in 2009, primarily due to a general increase in plant-in-service and the addition of transmission and distribution infrastructure.

Interest Expense

	Three Months Ended September 30,							Nine Months Ended September 30,
	2010		2009		Change from Prior Year %			2010		2009		Change from Prior Year %

Interest expense (net of AFUDC-debt: $5,787, $2,815, $15,763, $13,483)	$	54,144	$	58,355		-7.2	%	$	161,496	$	170,535		-5.3	%

Interest expense decreased for the three and nine months ended September 30, 2010 compared to the same period in 2009 primarily due to the increase in AFUDC due to the construction of the Harry Allen Generating Station and the expiration in 2009 of amortization costs related to debt issues and redemptions. Also contributing to the decrease in interest expense was lower interest on variable rate debt and the partial redemption of Series 1997A in December 2009.

Partially offsetting this decrease were higher credit facility balances in 2010, and increased interest expense due to the issuance of $500 million, Series V, General and Refunding Mortgage Notes in March 2009 and the issuance of $250 million, Series X, General and Refunding Mortgage Notes in September 2010.

Other Income (Expense)

	Three Months Ended September 30,									Nine Months Ended September 30,
	2010			2009			Change from Prior Year %			2010			2009			Change from Prior Year %

Interest Income (expense) on regulatory items	$	(1,157	)	$	248			-566.5	%	$	(1,965	)	$	2,891			-168.0	%
AFUDC-equity	$	6,795		$	3,385			100.7	%	$	18,555		$	16,558			12.1	%
Other income	$	3,842		$	3,776			1.7	%	$	9,084		$	18,726			-51.5	%
Other expense	$	(3,034	)	$	(1,537	)		97.4	%	$	(9,338	)	$	(12,335	)		-24.3	%

The change in interest income (expense) on regulatory items for the three and nine months ended September 30, 2010, compared to the same period in 2009, is primarily due to over-collected deferred energy balances. See Note 3, Regulatory Actions, for further details of deferred energy balances.

AFUDC-equity increased for the three and nine months ended September 30, 2010, compared to the same period in 2009, primarily due to construction at the Harry Allen Generating Station, partially offset by completion of the Southern Operations Center in June 2009 and various construction projects.

Other income increased for the three months ended September 30, 2010, compared to the same period in 2009, primarily due to higher carrying charges for energy conservation programs in 2010. These were partially offset by interest income received on income tax refunds in 2009.

Other income decreased for the nine months ended September 30, 2010, compared to the same period in 2009, due to the settlement of outstanding legal matters in 2009 associated with the Natural Gas Provider case, as discussed further in Note 13, Commitments and Contingencies of the Notes to Financial Statements in the 2009 Form 10-K, interest income received on income tax refunds in 2009, and lower carrying charges for energy conservation programs in 2010 due to a portion which is now included in the BTGR rate.

Other expense increased for the three months ended September 30, 2010, compared to the same period in 2009, primarily due to an adjustment for deferred energy settlement in 2010. Other expense decreased for the nine months ended September 30, 2010, compared to the same period in 2009, primarily due to charges in 2009 resulting from NPC’s GRC in 2009, and the write-off of permitting costs in 2009, partially offset by adjustments for the settlement of the deferred energy rate case, see Note 3, Regulatory Actions for further details.

ANALYSIS OF CASH FLOWS

Cash flows increased during the nine months ended September 30, 2010, compared to the same period in 2009, due to an increase in cash from operating activities and a reduction in cash used for investing activities, partially offset by a decrease in cash from financing activities.

Cash From Operating Activities. The increase in cash from operating activities was primarily due to increased revenues as a result of the rate increase in NPC’s 2008 GRC offset by BTER rate reductions, a decrease in funding for pension plans, reduced spending for conservation programs and other regulated activities, higher payments to vendors in 2009 and a refund to a transmission customer in 2009.

Cash Used By Investing Activities. Cash used by investing activities decreased mainly due to the slowdown in construction for infrastructure.

Cash From Financing Activities. Cash from financing activities decreased primarily due to a reduction in draws on the revolving credit facility, partially offset by slightly lower dividend payments to NVE.

LIQUIDITY AND CAPITAL RESOURCES

Overall Liquidity

NPC’s primary source of operating cash flows is electric revenues, including the recovery of previously deferred energy costs. Significant uses of cash flows from operations include the purchase of electricity and natural gas, other operating expenses, capital expenditures and the payment of interest on NPC’s outstanding indebtedness. Operating cash flows can be significantly influenced by factors such as weather, regulatory outcome, and economic conditions.

Available Liquidity as of September 30, 2010 (in millions)
	NPC
Cash and Cash Equivalents	$	265.7	(1)
Balance available on Revolving Credit Facility (2)		485.3
- Less reduction for hedging obligations (3)		(51.8	)
	$	699.2

(1)	Balance reflects remaining proceeds from the issuance of the G&R Series X Notes on September 14, 2010. These proceeds were used to redeem approximately $226 million of tax-exempt debt on October 14, 2010. (See NPC’s Financing Transactions ).
(2)	As of October 27, 2010, NPC had approximately $487 million available under its revolving credit facility which includes reductions for hedging transactions and letters of credits, as discussed below under Financing Transactions.
(3)	Reduction for hedging obligations reflects balances as of August 31, 2010.

NPC attempts to maintain its cash and cash equivalents in highly liquid investments, such as U.S. treasury bills and bank deposits. In addition to cash on hand, NPC may use its revolving credit facilities in order to meet its liquidity needs. Alternatively, depending on the usage of the revolving credit facilities, NPC may issue debt, subject to certain restrictions as discussed in Factors Affecting Liquidity , Ability to Issue Debt , below.

NPC has no significant debt maturities in 2010. NPC’s significant debt maturities in 2011 are limited to its $350 million 8.25% General and Refunding Notes, Series A, which mature on June 1, 2011. As of October 27, 2010, NPC has borrowed approximately $60 million on its $600 million revolving credit facility, not including reductions for hedging transactions or letters of credit (see Financing Transactions below).

NPC anticipates that it will be able to meet short-term operating costs, such as fuel and purchased power costs, with internally generated funds, including recovery of deferred energy, and the use of its revolving credit facility. Furthermore, in order to fund long-term capital requirements, including maturing debt, NPC will likely use a combination of internally generated funds, its revolving credit facility, the issuance of long-term debt and/or capital contributions from NVE. However, if energy costs rise at a rapid rate and NPC does not recover the cost of fuel and purchased power in a timely manner, if operating costs are not recovered in a timely manner or NPC were to experience a credit rating downgrade resulting in the posting of collateral as discussed below under Gas Supplier Matters, the amount of liquidity available to NPC could be significantly less. In order to maintain sufficient liquidity, NPC may be required to further delay capital expenditures, refinance debt or obtain funding through an equity issuance by NVE.

The ability to issue debt, as discussed later, is subject to certain covenant calculations which include consolidated net income of NVE and the Utilities. As a result of these covenant calculations and the seasonality of the Utilities’ business, the ability to issue debt can vary from quarter to quarter, and the Utilities may not be able to fully utilize the availability on their revolving credit facilities.

During the nine months ended September 30, 2010, NPC paid dividends to NVE of approximately $62 million.

NPC designs operating and capital budgets to control operating costs and capital expenditures. In addition to operating expenses, NPC has continuing commitments for capital expenditures for construction, improvement and maintenance of facilities.

NPC’s contractual obligations changed from that reported in the 2009 Form 10-K for the following significant items: (i) the TUA with GBT with respect to the ON Line project; (ii) NPC’s new revolving credit facility entered into in April 2010; (iii) NPC’s $250 million of 5.375% General and Refunding Mortgage Notes, Series X, due 2040, as discussed under Financing Transactions ; and (iv) several other commitments as detailed in Note 11, Commitments and Contingencies of the Condensed Notes to Financial Statements.

Financing Transactions

General and Refunding Mortgage Notes, Series X

$600 Million Revolving Credit Facility

In April 2010, NPC terminated its $589 million secured revolving credit facility which would have expired in November 2010 and replaced it with a $600 million secured revolving credit facility, maturing in April 2013. The fees on the $600 million revolving credit facility for the unused portion and on the amounts borrowed have increased from the prior facility reflecting current market conditions. The Administrative Agent for the facility remains Wells Fargo Bank, National Association (formerly Wachovia Bank, National Association). The rate for outstanding loans under the revolving credit facility will be at either an applicable base rate (defined as the highest of the Prime Rate, the Federal Funds Rate plus ½ of 1.0% and the LIBOR Base Rate plus 1.0%) plus a margin, or a LIBOR rate plus a margin. The margin varies based upon NPC’s credit rating by S&P and Moody’s. Currently, NPC’s applicable base rate margin is 1.25% and the LIBOR rate margin is 2.25%. The rate for outstanding letters of credit will be at the LIBOR rate margin plus a fee for the issuing bank.

The $600 million revolving credit facility contains a provision which reduces the availability under the credit facility by the negative mark-to-market exposure for hedging transactions with credit facility lenders or their energy trading affiliates. The reduction in availability limits the amount that NPC can borrow or use for letters of credit and would require that NPC prepay any amount in excess of that limitation. The amount of the reduction is calculated by NPC on a monthly basis, and after calculating such reduction, the NPC Credit Agreement provides that the availability under the revolving credit facility to NPC shall not be less than 50% of the total commitments there under.

The NPC Credit Agreement contains one financial maintenance covenant that requires NPC to maintain a ratio of consolidated indebtedness to consolidated capital, determined as of the last day of each fiscal quarter, not to exceed 0.68 to 1. In the event that NPC did not meet the financial maintenance covenant or there is an event of default, the NPC Credit Agreement would restrict dividends to NVE. Moreover, so long as NPC’s senior secured debt remains rated investment grade by S&P and Moody’s (in each case, with a stable or better outlook), a representation concerning no material adverse change in NPC’s business, assets, property or financial condition would not be a condition to the availability of credit under the facility. In the event that NPC’s senior secured debt rating were rated below investment grade by either S&P or Moody’s, or investment grade by either S&P or Moody’s but with a negative outlook, a representation concerning no material adverse change in NPC’s business, assets, property or financial condition would be a condition to borrowing under the revolving credit facility.

Factors Affecting Liquidity

Ability to Issue Debt

NPC’s ability to issue debt is impacted by certain factors such as financing authority from the PUCN, financial covenants in its financing agreements and revolving credit facility agreements, and the terms of certain NVE debt. As of September, 2010, the most restrictive of the factors below is the PUCN authority. As such, NPC may issue up to $500 million in long-term debt, in addition to the use of its existing credit facilities. However, depending on NVE’s or SPPC’s issuance of long-term debt or the use of the Utilities’ revolving credit facilities, the PUCN authority may not remain the most restrictive factor. The factors affecting NPC’s ability to issue debt are further detailed below:

Financing authority from the PUCN - As of September 30, 2010, NPC has financing authority from the PUCN for the period ending December 31, 2010, consisting of authority (1) to issue additional long-term debt securities of up to $750 million; (2) to refinance up to approximately $471 million of long-term debt securities; and (3) ongoing authority to maintain a revolving credit facility of up to $1.3 billion.

However, on June 30, 2010, NPC filed a financing application with the PUCN, seeking a three-year extension to the authority set to expire in 2010, and requesting new authority to refinance an additional $480 million of long-term debt securities. On October 14, 2010 the PUCN issued an order authorizing NPC to restate and utilize its available authority, and granting new refinancing authority in the amount of $480 million of long-term debt securities, expiring on December 31, 2013.

As a result of the order and following the issuance of $250 million of its Series X G&R Bonds on September 14, 2010, and the redemption of approximately $226 million of NPC’s two-county bonds on October 14, 2010 (See Financing Transactions ), as of October 29, 2010, NPC’s financing authority consists of (1) additional long-term debt securities of $725 million; and (2) refinancing authority up to $672.5 million. In addition, NPC’s ongoing authority to maintain a revolving credit facility up to $1.3 billion has not changed.

b.	Financial covenants within NPC’s financing agreements – As stated in Financing Transactions above, NPC’s revolving credit facility agreement, dated November 2005, has been replaced with a new $600 million revolving credit agreement. Under the $600 million revolving credit facility, NPC must maintain a ratio of consolidated indebtedness to consolidated capital, determined as of the last day of each fiscal quarter, not to exceed 0.68 to 1. Based on September 30, 2010 financial statements, NPC was in compliance with this covenant and could incur up to $2.0 billion of additional indebtedness.

	All other financial covenants contained in NPC’s financing agreements are suspended, as NPC’s senior secured debt is rated investment grade. However, if NPC’s senior secured debt ratings fall below investment grade by either Moody’s or S&P, NPC would again be subject to the limitations under these additional covenants; and

c.	Financial covenants within NVE’s financing agreements – As discussed in NVE’s Ability to Issue Debt, NPC is also subject to NVE’s cap on additional consolidated indebtedness of $1.8 billion.

Ability to Issue General and Refunding Mortgage Securities

To the extent that NPC has the ability to issue debt under the most restrictive covenants in its financing agreements and has financing authority to do so from the PUCN, NPC’s ability to issue secured debt is still limited by the amount of bondable property or retired bonds that can be used to issue debt under NPC’s General and Refunding Mortgage Indenture (“Indenture”).

The Indenture creates a lien on substantially all of NPC’s properties in Nevada. As of September 30, 2010, $4.2 billion of NPC’s General and Refunding Mortgage Securities were outstanding. NPC had the capacity to issue $631.4 million of additional General and Refunding Mortgage Securities as of September 30, 2010. That amount is determined on the basis of:

1.	70% of net utility property additions;
2.	The principal amount of retired General and Refunding Mortgage Securities; and/or
3.	The principal amount of first mortgage bonds retired after October 2001.

Property additions include plant-in-service and specific assets in CWIP. The amount of bond capacity listed above does not include eligible property in CWIP.

NPC also has the ability to release property from the lien of the mortgage indenture on the basis of net property additions, cash and/or retired bonds. To the extent NPC releases property from the lien of NPC’s Indenture, it will reduce the amount of securities issuable under the Indenture.

Credit Ratings

The liquidity of NPC, the cost and availability of borrowing by NPC under its credit facility, the potential exposure of NPC to collateral calls under various contracts and the ability of NPC to acquire fuel and purchased power on favorable terms are all directly affected by the credit ratings for NPC’s debt. NPC’s senior secured debt is rated investment grade by three NRSRO’s: Fitch, Moody’s and S&P. In May 2010, Fitch upgraded the ratings for NPC’s senior secured debt to BBB from BBB- and the senior unsecured debt to BB+ from BB, and revised the rating outlook from positive to stable. As of September 30, 2010, the ratings are as follows:

		Rating Agency
		Fitch	Moody’s	S&P
NPC	Sr. Secured Debt	BBB*	Baa3*	BBB*
NPC	Sr. Unsecured Debt	BB+	Not rated	BB+

* Investment grade

S&P’s, Moody’s and Fitch’s rating outlooks for NPC are Stable.

A security rating is not a recommendation to buy, sell or hold securities. Security ratings are subject to revision and withdrawal at any time by the assigning rating organization. Each security rating agency has its own methodology for assigning ratings, and, accordingly, each rating should be evaluated in the context of the applicable methodology, independently of all other ratings. The rating agencies provide ratings at the request of the company being rated and charge the company fees for their services.

Energy Supplier Matters

With respect to NPC’s contracts for purchased power, NPC purchases and sells electricity with counterparties under the WSPP agreement, an industry standard contract that NPC uses as a member of the WSPP. The WSPP contract is posted on the WSPP website.

Under these contracts, a material adverse change (e.g., a credit rating downgrade) in NPC may allow the counterparty to request adequate financial assurance, which, if not provided within three business days, could cause a default. Most contracts and confirmations for purchased power have been modified or separate agreements have been made to either shorten the normal payment due date or require payment in advance of delivery in response to requests for financial assurance. A default must be declared within 30 days of the event giving rise to the default becoming known. A default will result in a termination payment equal to the present value of the net gains and losses for the entire remaining term of all contracts between the parties aggregated to a single liquidated amount due within three business days following the date the notice of termination is received. The mark-to-market value, which is substantially based on quoted market prices, can be used to roughly approximate the termination payment and benefit at any point in time. The net mark-to-market value as of September 30, 2010 for all suppliers continuing to provide power under a WSPP agreement would approximate a $50.0 million payment or obligation to NPC. These contracts qualify for the normal purchases scope exception as defined by the Derivatives and Hedging Topic of the FASC, and as such, are not required to be marked-to-market on the balance sheet. Refer to Note 6, Derivatives and Hedging Activities, of the Condensed Notes to Financial Statements, for further discussion.

Gas Supplier Matters

With respect to the purchase and sale of natural gas, NPC uses several types of standard industry contracts. The natural gas contract terms and conditions are more varied than the electric contracts. Consequently, some of the contracts contain language similar to that found in the WSPP agreement and other agreements have unique provisions dealing with material adverse changes, which primarily means a credit rating downgrade below investment grade. Most contracts and confirmations for natural gas purchases have been modified or separate agreements have been made to either shorten the normal payment due date or require payment in advance of delivery in response to requests for financial assurances. Forward physical gas supplies are purchased under index based pricing terms and as such do not carry forward mark-to-market exposure.

Gas transmission service is secured under FERC Tariffs or custom agreements. These service contracts and Tariffs require the user to establish and maintain creditworthiness to obtain service or otherwise post cash or a letter of credit to be able to receive service. Service contracts are subject to FERC approved Tariffs, which, under certain circumstances, require the Utilities to provide collateral to continue receiving service. NPC has one transmission counterparty for which it is required to post cash collateral or a letter of credit in the event of credit rating downgrades. As of September 30, 2010, the maximum amount of additional collateral NPC would be required to post under these contracts in the event of credit rating downgrades was approximately $30.6 million. Of this amount, approximately $22.9 million would be required if NPC’s Senior Unsecured ratings are downgraded from their current level and an additional amount of approximately $7.7 million would be required if NPC’s Senior Secured ratings are downgraded to below investment grade.

Financial Gas Hedges

NPC enters into certain hedging contracts with various counterparties to manage the gas price risk inherent in purchased power and fuel contracts. As discussed under NPC’s Financing Transactions, the availability under NPC’s revolving credit facility is

reduced by the amount of negative mark-to-market positions on hedging contracts with counterparties who are lenders to the revolving credit facility, provided that the reduction in availability under the revolving credit facility shall at no time exceed 50% of the total commitments then in effect under the revolving credit facility. The calculation of NPC’s negative mark-to-market exposure as of August 31, 2010 was approximately $51.8 million, which amount was in effect for borrowings during the month of September 2010. Currently, NPC only has hedging contracts with counterparties who are also lenders on the revolving credit facility; however, future contracts entered into with non-lenders may require NPC to post cash collateral in the event of a credit rating downgrade. Finally, as of October 2009, NPC has suspended its hedging program as such expect its exposure to negative mark-to-market positions to decline.

Cross Default Provisions

None of the financing agreements of NPC contains a cross-default provision that would result in an event of default by NPC upon an event of default by NVE or SPPC under any of its financing agreements. In addition, certain financing agreements of NPC provide for an event of default if there is a failure under other financing agreements of NPC to meet payment terms or to observe other covenants that would result in an acceleration of payments due. Most of these default provisions (other than ones relating to a failure to pay such other indebtedness when due) provide for a cure period of 30-60 days from the occurrence of a specified event during which time NPC may rectify or correct the situation before it becomes an event of default.

SIERRA PACIFIC POWER COMPANY

RESULTS OF OPERATIONS

SPPC recognized net income of $24.5 million for the three months ended September 30, 2010, compared to net income of $24.3 million for the same period in 2009. During the nine months ended September 30, 2010, SPPC recognized net income of approximately $52.9 million compared to $58.2 million for the same period in 2009.

During the nine months ended September 30, 2010, SPPC paid $48 million in dividends to NVE. On October 28, 2010, SPPC declared an additional dividend to NVE of approximately $60 million.

Gross margin is presented by SPPC in order to provide information by segment that management believes aids the reader in determining how profitable the electric and gas businesses are at the most fundamental level. Gross margin, which is a “non-GAAP financial measure” as defined in accordance with SEC rules, provides a measure of income available to support the other operating expenses of the business and is utilized by management in its analysis of its business.

SPPC believes presenting gross margin allows the reader to assess the impact of SPPC’s regulatory treatment and its overall regulatory environment on a consistent basis. Gross margin, as a percentage of revenue, is primarily impacted by the fluctuations in regulated electric and natural gas supply costs versus the fixed rates collected from customers. While these fluctuating costs impact gross margin as a percentage of revenue, they only impact gross margin amounts if the costs cannot be passed through to customers. Gross margin, which SPPC calculates as operating revenues less energy costs, provides a measure of income available to support the other operating expenses of SPPC. For reconciliation to operating income, see Note 2, Segment Information in the Condensed Notes to Financial Statements. Gross margin changes based on such factors as general base rate adjustments (which are required to be filed by statute every three years) and reflect SPPC’s strategy to increase internal power generation versus purchased power, which generates no gross margin.

The components of gross margin were (dollars in thousands):

	Three Months Ended September 30,							Nine Months Ended September 30,
					Change from							Change from
	2010		2009		Prior Year %			2010		2009		Prior Year %
Operating Revenues:
Electric	$	239,284	$	265,734		-10.0	%	$	653,416	$	734,386		-11.0	%
Gas		19,286		19,745		-2.3	%		139,711		132,686		5.3	%
	$	258,570	$	285,479		-9.4	%	$	793,127	$	867,072		-8.5	%

Energy Costs:
Fuel for power generation	$	66,133	$	89,125		-25.8	%	$	181,232	$	229,119		-20.9	%
Purchased power		33,545		25,580		31.1	%		110,262		92,439		19.3	%
Gas purchased for resale		10,823		11,269		-4.0	%		101,536		101,457		0.1	%
Deferred energy-electric		9,964		26,646		-62.6	%		17,189		68,222		-74.8	%
Deferred energy-gas		1,795		2,286		-21.5	%		7,646		1,923		297.6	%
	$	122,260	$	154,906		-21.1	%	$	417,865	$	493,160		-15.3	%

Energy Costs by Segment:
Electric	$	109,642	$	141,351		-22.4	%	$	308,683	$	389,780		-20.8	%
Gas		12,618		13,555		-6.9	%		109,182		103,380		5.6	%
	$	122,260	$	154,906		-21.1	%	$	417,865	$	493,160		-15.3	%

Gross Margin by Segment:
Electric	$	129,642	$	124,383		4.2	%	$	344,733	$	344,606		0.0	%
Gas		6,668		6,190		7.7	%		30,529		29,306		4.2	%
	$	136,310	$	130,573		4.4	%	$	375,262	$	373,912		0.4	%

Electric gross margin increased for the three months ended September 30, 2010, compared to the same period in 2009, primarily due to an adjustment for California revenues upon a final filing in 2010 with the CPUC in regards to the Rate Reduction Certificates Series 1999-1 and revenue attributable to reduced kWh sales related to our energy efficiency programs, which became effective August 1, 2010 (see Note 3, Regulatory Actions in the Condensed Notes to Financial Statements). Also contributing to the increase in gross margin was an increase in revenue associated with REPR; however, REPR revenues are offset by the amortization of these costs in other operating expense and therefore have no effect on net income. Partially offsetting the increase was cooler weather and a change in customer usage patterns which may be attributable to economic conditions and conservation programs.

Electric gross margin increased slightly for the nine months ended September 30, 2010, compared to the same period in 2009 primarily due to an adjustment for California revenues upon a final filing in 2010 with the CPUC in regards to the Rate Reduction Certificates Series 1999-1 and revenue attributable to reduced kWh sales related to our energy efficiency programs, which became effective August 1, 2010, (see Note 3, Regulatory Actions in the Condensed Notes to Financial Statements). Partially offsetting the increase was cooler weather and a change in customer usage patterns which may be attributable to economic conditions and conservation programs and a decrease in REPR revenues; however, as stated above, REPR revenues are offset in other operating expense and have no effect on net income.

Gas gross margin increased for the three and nine months ended September 30, 2010, compared to the same period in 2009, primarily due to increased customer usage as a result of colder weather.

The causes of significant changes in specific lines comprising the results of operations are provided below (dollars in thousands except for amounts per unit):

Electric Operating Revenue

	Three Months							Nine Months
	Ended September 30,							Ended September 30,
					Change from Prior Year %							Change from Prior Year %
	2010		2009		Change from Prior Year %			2010		2009		Change from Prior Year %
Electric operating revenues:
Residential	$	82,146	$	93,594		-12.2	%	$	235,668	$	263,287		-10.5	%
Commercial		93 ,785		108,167		-13.3	%		252,402		296,671		-14.9	%
Industrial		51,738		56,328		-8.1	%		139,200		151,671		-8.2	%
Retail revenues		227,669		258,089		-11.8	%		627,270		711,629		-11.9	%
Other		11,615		7,645		51.9	%		26,146		22,757		14.9	%
Total revenues	$	239,284	$	265,734		-10.0	%	$	653,416	$	734,386		-11.0	%

Retail sales in thousands
of megawatt-hours (MWh)		2,192		2,206		-0.6	%		6,075		6,128		-0.9	%

Average retail revenue per MWh	$	103.86	$	116.99		-11.2	%	$	103.25	$	116.13		-11.1	%

SPPC’s retail revenues decreased for the three and nine months ended September 30, 2010 as compared to the same period in 2009, primarily due to decreases in retail rates as a result of SPPC’s various BTER quarterly updates and the annual Deferred Energy case effective October 1, 2009. See Note 3, Regulatory Actions of the Notes to Financial Statements in the 2009 Form 10-K. These decreases were partially offset by increased industrial usage primarily due to a gold mining customer which resumed operations in October 2009 and revenues attributable to reduced kWh sales related to our energy efficiency programs, which became effective August 1, 2010. For the three months ended September 30, 2010, the average number of residential, commercial, and industrial customers increased 0.3%, 0.4%, and 0.2%, respectively. For the nine months ended September 30, 2010, the average number of residential and commercial customers increased 0.1% and 0.2%, respectively, while the industrial customers decreased 1.2%.

Electric Operating Revenues – Other increased for the three and nine months ended September 30, 2010 primarily due to an adjustment for California revenues upon a final filing in 2010 with the CPUC in regards to the Revenue Redemption Bonds.

Gas Operating Revenues

	Three Months							Nine Months
	Ended September 30,							Ended September 30,
					Change from							Change from
	2010		2009		Prior Year %			2010		2009		Prior Year %
Gas operating revenues:
Residential	$	9,953	$	10,740		-7.3	%	$	72,699	$	74,410		-2.3	%
Commercial		4,617		4,913		-6.0	%		34,014		35,191		-3.3	%
Industrial		1,784		2,155		-17.2	%		11,228		11,779		-4.7	%
Retail revenues		16,354		17,808		-8.2	%		117,941		121,380		-2.8	%
Wholesale revenue		2,408		1,406		71.3	%		19,976		9,567		108.8	%
Miscellaneous		524		531		-1.3	%		1,794		1,739		3.2	%
Total revenues	$	19,286	$	19,745		-2.3	%	$	139,711	$	132,686		5.3	%

Retail sales in thousands of Dths		1,272		1,183		7.5	%		10,108		9,549		5.9	%

Average retail revenue per Dth	$	12.86	$	15.05		-14.6	%	$	11.67	$	12.71		-8.2	%

SPPC’s retail gas revenues decreased for the three and nine months ended September 30, 2010, compared to the same periods in 2009 primarily due to decreased retail rates. Retail rates decreased as a result of SPPC’s 2009 Natural Gas and Propane Deferred Rate Case and BTER quarterly updates. See Note 3, Regulatory Actions of the Notes to Financial Statements in the 2009 Form 10-K. These decreases were partially offset by increased customer usage resulting from cooler weather in the second and third quarters of 2010. The average number of retail customers for the three and nine months ended September 30, 2010 increased by 1.1% and 0.8% respectively.

Wholesale revenues for the three and nine months ended September 30, 2010, increased compared to the same periods in 2009, primarily due to excess availability of gas .

Energy Costs

Energy Costs include Purchased Power and Fuel for Generation. These costs are dependent upon many factors which may vary by season or period. As a result, SPPC’s usage and average cost per MWh of Purchased Power versus Fuel for Generation can vary significantly as the company meets the demands of the season. These factors include, but are not limited to:

●		Weather
●		Plant outages
●		Total system demand
●		Resource constraints
●		Transmission constraints
●		Gas transportation constraints
●		Natural gas constraints
●		Long-term contracts
●		Mandated power purchases
●		Generation efficiency and
●		Volatility of commodity prices

	Three Months Ended September 30,							Nine Months Ended September 30,
					Change from							Change from
	2010		2009		Prior Year %			2010		2009		Prior Year %

Energy Costs:
Fuel for Generation	$	66,133	$	89,125		-25.8	%	$	181,232	$	229,119		-20.9	%
Purchased Power	$	33,544	$	25,580		31.1	%	$	110,262	$	92,439		19.3	%
Total Energy Costs	$	99,677	$	114,705		-13.1	%	$	291,494	$	321,558		-9.3	%

MWhs
Fuel for Generation (in thousands)		1,525		1,696		-10.1	%		3,825		4,219		-9.3	%
Purchased Power (in thousands)		767		656		16.9	%		2,643		2,371		11.5	%
Total MWhs		2,292		2,352		-2.6	%		6,468		6,590		-1.9	%

Average cost per MWh
Average fuel cost per MWh of Generated Power	$	43.37	$	52.55		-17.5	%	$	47.38	$	54.31		-12.8	%
Average cost per MWh of Purchased Power	$	43.73	$	38.99		12.2	%	$	41.72	$	38.99		7.0	%
Total average cost per MWh	$	43.49	$	48.77		-10.8	%	$	45.07	$	48.79		-7.6	%

Energy costs and the average cost per MWh decreased for the three and nine months ended September 30, 2010, compared to the same period in 2009, primarily due to a decrease in hedging costs, partially offset by increased natural gas costs. Total system demand for the three and nine months ended September 30, 2010 decreased slightly.

●	The average cost per MWh for fuel for generation decreased for the three and nine months ending September 30, 2010, compared to the same period in 2009, primarily due to lower costs from hedging instruments partially offset by an increase in natural gas costs. Fuel for generation volume decreased due to outages at SPPC’s generating stations.

●	Purchase power costs, as a component of energy costs, and the average cost per MWh of purchased power increased primarily due to an increase in open market prices, which is a reflection of the increase in natural gas prices. Purchased power volume increased due to the outages discussed above.

Gas Purchased for Resale

	Three Months Ended September 30,							Nine Months Ended September 30,
					Change from							Change from
	2010		2009		Prior Year %			2010		2009		Prior Year %


Gas purchased for resale	$	10,823	$	11,269		-4.0	%	$	101,536	$	101,457		0.1	%

Gas purchased for resale
(in thousands of Dths)		1,867		1,670		11.8	%		14,759		12,141		21.6	%

Average cost per Dth	$	5.80	$	6.75		-14.1	%	$	6.88	$	8.36		-17.7	%

Gas purchased for resale decreased for the three months ended September 30, 2010, compared to the same period in 2009, primarily due to decreased hedging costs partially offset by higher natural gas costs and increased volume. Gas purchased for resale increased slightly for the nine months ended September 30, 2010, compared to the same period in 2009, primarily due to higher natural gas costs and increased volume partially offset by decreased hedging costs. The volume of gas purchased for resale increased for the three and nine months ended September 30, 2010, compared to the same periods in 2009, primarily due to excess availability of gas. The average cost per Dth decreased for the three and nine months ended September 30, 2010, compared to the same periods in 2009, primarily due to decreased hedging costs.

Deferred Energy

	Three Months Ended September 30,							Nine Months Ended September 30,
	2010		2009		Change from Prior Year %			2010		2009		Change from Prior Year %

Deferred energy - electric	$	9,964	$	26,646		-62.6	%	$	17,189	$	68,222		-74.8	%
Deferred energy - gas		1,795		2,286		-21.5	%		7,646		1,923		297.6	%
	$	11,759	$	28,932				$	24,835	$	70,145

Deferred energy represents the difference between actual fuel and purchased power costs incurred during the period and amounts recoverable through current rates. To the extent actual costs exceed amounts recoverable through current rates the excess is recognized as a reduction in costs. Conversely to the extent actual costs are less than amounts recoverable through current rates the difference is recognized as an increase in costs. Deferred energy also includes the current amortization of fuel and purchased power costs previously deferred. Reference Note 3, Regulatory Actions, of the Condensed Notes to Financial Statements for further detail of deferred energy balances.

Deferred energy – electric for the three months ended September 30, 2010 and 2009 reflect amortization of deferred energy costs of ($6.1) million and ($0.4) million, respectively; and an over-collection of amounts recoverable in rates of $16.1 million and $27.0 million, respectively. For the nine months ended September 30, 2010 and 2009, amortization of deferred energy was ($17.3) million and ($1.6) million, respectively; with an over-collection of amounts recoverable in rates of $34.5 million and $69.8 million, respectively.

Deferred energy – gas for the three months ended September 30, 2010 and 2009 reflect amortization of deferred energy of ($0.7) million, and $0.0 million, respectively; and an over-collection of amounts recoverable in rates of $2.5 million and $2.3 million, respectively. For the nine months ended September 30, 2010 and 2009, amortization of deferred energy was ($5.9) million and $0.0 million, respectively; with an over-collection of amounts recoverable in rates of $13.5 million and $1.9 million, respectively.

Other Operating Expenses

	Three Months Ended September 30,							Nine Months Ended September 30,
	2010		2009		Change from Prior Year %			2010		2009		Change from Prior Year %

Other operating expense	$	39,490	$	38,843		1.7	%	$	118,450	$	123,748		-4.3	%
Maintenance expense	$	7, 419	$	8,173		-9.2	%	$	26,770	$	23,939		11.8	%
Depreciation and amortization	$	26,848	$	27,545		-2.5	%	$	79,737	$	80,043		-0.4	%

Other operating expense increased for the three months ended September 30, 2010, compared to the same period in 2009, primarily due to external consulting fees. Also contributing to the increase was amortization of REPR costs; however, as discussed under Gross Margin, REPR costs do not have an effect on net income, partially offset by lower employee pension and benefit expenses.

Other operating expense decreased for the nine months ended September 30, 2010, compared to the same period in 2009, primarily due to lower employee pension and benefit expenses and a reduction in the amortization of renewable energy program costs; partially offset by increased external consulting fees.

Maintenance expense decreased for the three months ended September 30, 2010, compared to the same period in 2009, primarily due to lower transmission maintenance costs.

Maintenance expense increased for the nine months ended September 30, 2010, compared to the same period in 2009, primarily due to a scheduled major outage at the Valmy Generating Station and combustion turbine maintenance at the Tracy Generating Station.

Depreciation and amortization decreased for the three and nine months ended September 30, 2010, compared to the same periods in 2009, primarily due to a decrease in amortizations partially offset by system growth in plant-in-service.

Interest Expense

	Three Months Ended September 30,							Nine Months Ended September 30,
	2010		2009		Change from Prior Year %			2010		2009		Change from Prior Year %

Interest expense (net of AFUDC-debt: $698, $864, $1,586, $2,364)	$	16,983	$	16,787		1.2	%	$	51,141	$	51,473		-0.6	%

Interest expense increased for the three months ended September 30, 2010, compared to the same period in 2009, primarily due to the issuance of $150 million of 6.0% Series M General and Refunding Mortgage Notes in August 2009, partially offset by interest savings related to the partial redemption of $73.3 million of the $325 million Series P General and Refunding Mortgage Bonds in December 2009, and lower interest on credit facility balances. See Note 4, Long-Term Debt, of the Notes to Financial Statements of the 2009 Form 10-K for additional information regarding long-term debt.

Interest expense decreased slightly for the nine months ended September 30, 2010, compared to the same period in 2009, primarily due to those items noted above for the three months ended September 30 and the amortization of premiums associated with the issuance of $150 million of 6.0% Series M General and Refunding Mortgage Notes in August 2009, partially offset by the issuance of $150 million of 6.0% Series M General and Refunding Mortgage Notes in August 2009. See Note 4, Long-Term Debt, of the Notes to Financial Statements in the 2009 Form 10-K for additional information regarding long-term debt.

Other Income (Expense)

	Three Months Ended September 30,									Nine Months Ended September 30,
	2010			2009			Change from Prior Year %			2010			2009			Change from Prior Year %

Interest Income (expense) on regulatory items	$	(2,528	)	$	(2,047	)		23.5	%	$	(6,788	)	$	(3,764	)		80.3	%
AFUDC-equity	$	1,029		$	942			9.3	%	$	2,360		$	2,535			-6.9	%
Other income	$	2,379		$	3,792			-37.3	%	$	14,276		$	12,299			16.1	%
Other expense	$	(1,285	)	$	(813	)		58.1	%	$	(7,555	)	$	(4,601	)		64.2	%

Interest expense on regulatory items increased for the three and nine months ended September 30, 2010, compared to the same period in 2009, due to higher over-collected deferred energy balances in 2010.

AFUDC-equity increased slightly for the three months ended September 30, 2010, compared to the same period in 2009, primarily due to an increase in distribution construction. AFUDC-equity decreased slightly for the nine months ended September 30, 2010, compared to the same period in 2009, primarily due to a decrease in construction.

Other income decreased for the three months ended September 30, 2010, compared to the same period in 2009, primarily due to interest received for tax refunds in 2009. Other income increased for the nine months ended September 30, 2010, compared to the same period in 2009, primarily due to the gain on sale for the Independence Lake property in 2010, and further discussed in Note 10, Assets Held for Sale, of the Condensed Notes to Financial Statements, partially offset by a gain recognized in 2009 on the sale of the Farad hydro units and interest received for tax refunds in 2009.

Other expense increased for the three and nine months ended September 30, 2010, compared to the same period in 2009, due to an increase in donations related to Independence Lake.

ANALYSIS OF CASH FLOWS

Cash flows increased during the nine months ended September 30, 2010, compared to the same period in 2009, primarily due to a reduction in cash used by investing and financing activities, partially offset by a decrease in cash from operating activities.

Cash From Operating Activities. The decrease in cash from operating activities was primarily due to reductions in BTER rates charged to customers and a slight increase in spending on energy conservation programs. These decreases were partially offset by a decrease in funding for pension plans compared to the same period in 2009.

Cash Used By Investing Activities. Cash used by investing activities decreased due to the slowdown in construction for infrastructure and proceeds from the sale of property.

Cash Used By Financing Activities. The decrease in cash used by financing activities is primarily due to a reduction in draws on SPPC’s revolving credit facility and a decrease in capital contributions from NVE, partially offset by a decrease in dividend payments to NVE.

LIQUIDITY AND CAPITAL RESOURCES

Overall Liquidity

SPPC’s primary source of operating cash flows is electric revenues, including the recovery of previously deferred energy costs. Significant uses of cash flows from operations include the purchase of electricity and natural gas, other operating expenses, capital expenditures and the payment of interest on SPPC’s outstanding indebtedness. Operating cash flows can be significantly influenced by factors such as weather, regulatory outcome and economic conditions.

Available Liquidity as of September 30, 2010 (in millions)
	SPPC
Cash and Cash Equivalents	$	93.0
Balance available on Revolving Credit Facility (1)		234.1
- Less Reduction for Hedging Obligations (2)		(22.5	)
	$	304.6

(1)	As of October 27, 2010, SPPC had approximately $215.3 million available under its revolving credit facility which includes reductions for hedging transactions and letters of credits, as discussed below under Financing Transactions.
(2)	Reduction for hedging obligations reflects balance as of August 31, 2010.

SPPC attempts to maintain its cash and cash equivalents in highly liquid investments, such as U.S. treasury bills and bank deposits. In addition to cash on hand, SPPC may use its revolving credit facilities in order to meet its liquidity needs. Alternatively, depending on the usage of the revolving credit facilities, SPPC may issue debt, subject to certain restrictions as discussed in Factors Affecting Liquidity , Ability to Issue Debt , below.

SPPC has no significant debt maturities in 2010 or 2011. As of October 27, 2010, SPPC has no borrowings outstanding on its $250 million revolving credit facility, not including reductions for hedging transactions or letters of credit (see Financing Transactions below).

SPPC anticipates that it will be able to meet short-term operating costs, such as fuel and purchased power costs, with internally generated funds, including the recovery of deferred energy and the use of its revolving credit facilities. Furthermore, in order to fund long-term capital requirements, including maturing debt, SPPC will likely meet such financial obligations with a combination of internally generated funds, the use of the revolving credit facilities, the issuance of long-term debt, and capital contributions from NVE. However, if energy costs rise at a rapid rate and SPPC does not recover the cost of fuel and purchased power in a timely manner, if operating costs are not recovered in a timely manner , the amount of liquidity available to SPPC could be significantly less. In order to maintain sufficient liquidity, SPPC may be required to further delay capital expenditures, re-finance debt or obtain funding through an equity issuance by NVE.

During the nine months ended September 30, 2010, SPPC paid dividends to NVE of $48 million.

SPPC designs operating and capital budgets to control operating costs and capital expenditures. In addition to operating expenses, SPPC has continuing commitments for capital expenditures for construction, improvement and maintenance of facilities.

SPPC’s contractual obligations changed from that reported in the 2009 Form 10-K for the following significant items: (i) the TUA with GBT with respect to the ON Line project; (ii) SPPC’s new revolving credit facility entered into in April 2010; and (iii) a long-term service agreement for its Tracy Generating Station, as detailed in Note 11, Commitments and Contingencies of the Condensed Notes to Financial Statements.

Financing Transactions

$250 Million Revolving Credit Facility

In April 2010, SPPC terminated its $332 million secured revolving credit facility which would have expired in November 2010 and replaced it with a $250 million secured revolving credit facility, maturing in April 2013. The fees on the $250 million revolving credit facility for the unused portion and on the amounts borrowed have increased from the prior facility reflecting current market conditions. The Administrative Agent for the facility is Bank of America, N.A. The rate for outstanding loans under the revolving credit facility will be at either an applicable base rate (defined as the highest of the Prime Rate, the Federal Funds Rate plus ½ of 1.0% and the LIBOR Base Rate plus 1.0%) plus a margin, or a LIBOR rate plus a margin. The margin varies based upon NPC’s credit rating by S&P and Moody’s. Currently, SPPC’s applicable base rate margin is 1.25% and the LIBOR rate margin is 2.25%. The rate for outstanding letters of credit will be at the LIBOR rate margin plus a fee for the issuing bank.

The $250 million revolving credit facility contains a provision which reduces the availability under the credit facility by the negative mark-to-market exposure for hedging transactions with credit facility lenders or their energy trading affiliates. The reduction in availability limits the amount that SPPC can borrow or use for letters of credit and would require that SPPC prepay any amount in excess of that limitation. The amount of the reduction is calculated by SPPC on a monthly basis, and after calculating such reduction, the SPPC Credit Agreement provides that the availability under the revolving credit facility to SPPC shall not be less than 50% of the total commitments there under.

The SPPC Credit Agreement contains one financial maintenance covenant that requires SPPC to maintain a ratio of consolidated indebtedness to consolidated capital, determined as of the last day of each fiscal quarter, not to exceed 0.68 to 1. In the event that SPPC did not meet the financial maintenance covenant or there is an event of default, the SPPC Credit Agreement would restrict dividends to NVE. Moreover, so long as SPPC’s senior secured debt remains rated investment grade by S&P and Moody’s (in each case, with a stable or better outlook), a representation concerning no material adverse change in SPPC’s business, assets, property or financial condition would not be a condition to the availability of credit under the facility. In the event that SPPC’s senior secured debt rating were rated below investment grade by either S&P or Moody’s, or investment grade by either S&P or Moody’s but with a negative outlook, a representation concerning no material adverse change in SPPC’s business, assets, property or financial condition would be a condition to borrowing under the revolving credit facility.

Factors Affecting Liquidity

Ability to Issue Debt

SPPC’s ability to issue debt is impacted by certain factors such as financing authority from the PUCN, financial covenants in its financing agreements and its revolving credit facility agreement, and the terms of certain NVE debt. As of September 30, 2010, the most restrictive of the factors below is the PUCN authority. Based on this restriction, SPPC may issue up to $350 million of long term debt securities, and maintain a credit facility of up to $600 million. However, depending on NVE’s or NPC’s issuance of long-term debt or the use of the Utilities’ revolving credit facilities, the PUCN authority may not remain the most restrictive factor. The factors affecting SPPC’s ability to issue debt are further detailed below:

a.	Financing authority from the PUCN - As of September 30, 2010, SPPC has financing authority from the PUCN for the period ending December 31, 2012, consisting of authority (1) to issue additional long term debt securities of up to $350 million; (2) to refinance approximately $348 million of long-term debt securities; and (3) ongoing authority to maintain a revolving credit facility of up to $600 million,

b.	Financial covenants within SPPC’s financing agreements – As stated in Financing Transactions above, SPPC’s revolving credit facility agreement, dated November 2005, has been replaced with a new $250 million revolving credit agreement. Under the $250 million revolving credit facility, SPPC must maintain a ratio of consolidated indebtedness to consolidated capital, determined as of the last day of each fiscal quarter, not to exceed 0.68 to 1. Based on September 30, 2010 financial statements, SPPC was in compliance with this covenant and could incur up to $858 million of additional indebtedness.

	All other financial covenants contained in SPPC’s revolving credit facility and its financing agreements are suspended, as SPPC’s senior secured debt is rated investment grade. However, if SPPC’s senior secured debt ratings fall below investment grade by either Moody’s or S&P, SPPC would again be subject to the limitations under these additional covenants; and

c.	Financial covenants within NVE’s financing agreements – As discussed in NVE’s Ability to Issue Debt, SPPC is also subject to NVE’s cap on additional consolidated indebtedness of $1.8 billion.

Ability to Issue General and Refunding Mortgage Securities

To the extent that SPPC has the ability to issue debt under the most restrictive covenants in its financing agreements and has financing authority to do so from the PUCN, SPPC’s ability to issue secured debt is still limited by the amount of bondable property or retired bonds that can be used to issue debt under SPPC’s General and Refunding Mortgage Indenture (“Indenture”).

The Indenture creates a lien on substantially all of SPPC’s properties in Nevada. As of September 30, 2010, $1.6 billion of SPPC’s General and Refunding Mortgage Securities were outstanding. SPPC had the capacity to issue $746.7 million of additional General and Refunding Mortgage Securities as of September 30, 2010. That amount is determined on the basis of:

1.	70% of net utility property additions;
2.	The principal amount of retired General and Refunding Mortgage Securities; and/or
3.	The principal amount of first mortgage bonds retired after October 2001.

Property additions include plant in service and specific assets in CWIP. The amount of bond capacity listed above does not include eligible property in CWIP.

SPPC also has the ability to release property from the lien of the mortgage indenture on the basis of net property additions, cash and/or retired bonds. To the extent SPPC releases property from the lien of SPPC’s Indenture, it will reduce the amount of securities issuable under the Indenture.

Credit Ratings

The liquidity of SPPC, the cost and availability of borrowing by SPPC under its credit facility, the potential exposure of SPPC to collateral calls under various contracts and the ability of SPPC to acquire fuel and purchased power on favorable terms are all directly affected by the credit ratings for SPPC’s debt. SPPC’s senior secured debt is rated investment grade by three Nationally Recognized Statistical Rating Organizations: Fitch, Moody’s and S&P. In May 2010, Fitch upgraded the rating for SPPC’s senior secured debt to BBB from BBB- and revised the rating outlook from positive to stable. As of September 30, 2010, the ratings are as follows:

		Rating Agency
		Fitch	Moody’s	S&P
SPPC	Sr. Secured Debt	BBB*	Baa3*	BBB*

* Investment grade

S&P’s, Moody’s and Fitch’s rating outlooks for SPPC are Stable.

A security rating is not a recommendation to buy, sell or hold securities. Security ratings are subject to revision and withdrawal at any time by the assigning rating organization. Each security rating agency has its own methodology for assigning ratings, and, accordingly, each rating should be evaluated in the context of the applicable methodology, independently of all other ratings. The rating agencies provide ratings at the request of the company being rated and charge the company fees for their services.

Energy Supplier Matters

With respect to SPPC’s contracts for purchased power, SPPC purchases and sells electricity with counterparties under the WSPP agreement, an industry standard contract that SPPC uses as a member of the WSPP. The WSPP contract is posted on the WSPP website.

Under these contracts, a material adverse change (e.g., a credit rating downgrade) in SPPC may allow the counterparty to request adequate financial assurance, which, if not provided within three business days, could cause a default. Most contracts and confirmations for purchased power have been modified or separate agreements have been made to either shorten the normal payment due date or require payment in advance of delivery in response to requests for financial assurance. A default must be declared within 30 days of the event, giving rise to the default becoming known. A default will result in a termination payment equal to the present value of the net gains and losses for the entire remaining term of all contracts between the parties aggregated to a single liquidated amount due within three business days following the date the notice of termination is received. The mark-to-market value, which is substantially based on quoted market prices, can be used to roughly approximate the termination payment and benefit at any point in time. Under the net mark-to-market value as of September 30, 2010 for all suppliers continuing to provide power under a WSPP agreement no amounts would be due to or from SPPC. These contracts qualify for the normal purchases scope exception as defined by the Derivatives and Hedging Topic of the FASC, and as such, are not required to be mark-to-market on the balance sheet. Refer to Note 6, Derivatives and Hedging Activities, of the Condensed Notes to Financial Statements, for further discussion.

Gas Supplier Matters

With respect to the purchase and sale of natural gas, SPPC uses several types of standard industry contracts. The natural gas contract terms and conditions are more varied than the electric contracts. Consequently, some of the contracts contain language similar to that found in the WSPP agreement and other agreements have unique provisions dealing with material adverse change, which primarily means a credit rating downgrade below investment grade. Forward physical gas supplies are purchased under index based pricing terms and as such do not carry forward mark-to-market exposure. Most contracts and confirmations for natural gas purchases have been modified or separate agreements have been made to either shorten the normal payment due date or require payment in advance of delivery. At the present time, no counterparties require payment in advance of delivery.

Financial Gas Hedges

SPPC enters into certain hedging contracts with various counterparties to manage the gas price risk inherent in purchased power and fuel contracts. As discussed under SPPC’s Financing Transactions, the availability under SPPC’s revolving credit facility is reduced by the amount of negative mark-to-market positions on hedging contracts with counterparties who are lenders to the revolving credit facility, provided that the reduction in availability under the revolving credit facility shall at no time exceed 50% of the total commitments then in effect under the revolving credit facility. The calculation of SPPC’s negative mark-to-market exposure as of August 31, 2010 was approximately $22.5 million, which amount was in effect for borrowings during the month of September 2010. Currently, SPPC only has hedging contracts with counterparties who are also lenders on the revolving credit facility; however, future contracts entered into with non-lenders may require SPPC to post cash collateral in the event of a credit rating downgrade. Finally, as of October 2009, SPPC has suspended its hedging program as such expect its exposure to negative mark-to-market positions to decline.

Cross Default Provisions

None of the financing agreements of SPPC contains a cross-default provision that would result in an event of default by SPPC upon an event of default by NVE or NPC under any of its financing agreements. In addition, certain financing agreements of SPPC provide for an event of default if there is a failure under other financing agreements of SPPC to meet payment terms or to observe other covenants that would result in an acceleration of payments due. Most of these default provisions (other than ones relating to a failure to pay such other indebtedness when due) provide for a cure period of 30-60 days from the occurrence of a specified event during which time SPPC may rectify or correct the situation before it becomes an event of default.

REGULATORY PROCEEDINGS (UTILITIES)

NVE is a “holding company” under the Public Utility Holding Company Act of 2005 (PUHCA 2005). As a result, NVE and all of its subsidiaries (whether or not engaged in any energy related business) are required to maintain books, accounts and other records in accordance with FERC regulations and to make them available to the FERC, the PUCN and CPUC. In addition, the PUCN, CPUC, or the FERC have the authority to review allocations of costs of non-power goods and administrative services among NVE and its subsidiaries. The FERC has the authority generally to require that rates subject to its jurisdiction be just and reasonable and in this context would continue to be able to, among other things, review transactions between NVE, NPC and/or SPPC and/or any other affiliated company.

The Utilities are subject to the jurisdiction of the PUCN and, in the case of SPPC, the CPUC with respect to rates, standards of service, siting of and necessity for generation and certain transmission facilities, accounting, issuance of securities and other matters with respect to electric and gas distribution and transmission operations. NPC and SPPC submit IRPs to the PUCN for approval.

Under federal law, the Utilities are subject to certain jurisdictional regulation, primarily by the FERC. The FERC has jurisdiction under the Federal Power Act with respect to rates, service, interconnection, accounting and other matters in connection with the Utilities’ sale of electricity for resale and interstate transmission. The FERC also has jurisdiction over the natural gas pipeline companies from which the Utilities take service.

As a result of regulation, many of the fundamental business decisions of the Utilities, as well as the ROR they are permitted to earn on their utility assets, are subject to the approval of governmental agencies.

The Utilities are required to file annual electric and gas DEAA cases on March 1 as mandated by the 2007 Nevada Legislature, quarterly BTER updates for the Utilities’ electric and gas departments, and triennial GRCs in Nevada. A DEAA case is filed to recover or refund any under or over collection of prior energy costs and the BTER updates recover current energy costs. As of September 30, 2010, NPC’s and SPPC’s balance sheets included credits of approximately $36.9 million and $152.0 million, respectively, of deferred energy costs of which credits of $102.4 million and $117.7 million are requested in the 2010 DEAA filings

made by the Utilities. Refer to Note 3, Regulatory Actions of the Condensed Notes to Financial Statements. A GRC filing is to set rates to recover operation and maintenance expenses, depreciation, taxes and provide a return on invested capital.

Rate case applications filed in 2009 and 2010, as well as other regulatory matters such as, the Utilities’ IRPs and subsequent amendments, other Nevada matters, California matters and FERC matters, are discussed in more detail in Note 3, Regulatory Actions, of the Condensed Notes to Financial Statements, and in the 2009 Form 10-K.

RECENT PRONOUNCEMENTS

See Note 1, Summary of Significant Accounting Policies of the Condensed Notes to Financial Statements, for discussion of accounting policies and recent pronouncements.

ITEM 3A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

As of September 30, 2010, NVE, NPC and SPPC have evaluated their risk related to financial instruments whose values are subject to market sensitivity. Such instruments are fixed and variable rate debt. Fair market value is determined using quoted market price for the same or similar issues or on the current rates offered for debt of the same remaining maturities (dollars in thousands).

	September 30, 2010
	Expected Maturity Date
																					Fair
	2010		2011			2012			2013			2014			Thereafter			Total			Value
Long-Term Debt
NVE
Fixed Rate	$	-	$	-		$	63,670		$	-		$	230,039		$	191,500		$	485,209		$	498,070
Average Interest Rate		-		-			7.80	%		-			8.63	%		6.75	%		7.78	%

NPC
Fixed Rate	$	-	$	364,000		$	130,000		$	-		$	125,000		$	2,967,050		$	3,586,050		$	4,120,568
Average Interest Rate		-		8.14	%		6.50	%		-			7.38	%		6.41	%		6.62	%
Variable Rate	$	-	$	-		$	-		$	100,000		$	-		$	173,775		$	273,775		$	273,775
Average Interest Rate		-		-			-			2.51	%		-			0.80	%		1.43	%

SPPC
Fixed Rate	$	-	$	-		$	100,000		$	250,000		$	-		$	701,742		$	1,051,742		$	1,194,041
Average Interest Rate		-		-			6.25	%		5.45	%		-			6.27	%		6.07	%
Variable Rate	$	-	$	-		$	-		$	-		$	-		$	214,675		$	214,675		$	214,675
Average Interest Rate		-		-			-			-			-			0.76	%		0.76	%

Total Debt	$	-	$	364,000		$	293,670		$	350,000		$	355,039		$	4,248,742		$	5,611,451		$	6,301,129

Commodity Price Risk

See the 2009 Form 10-K, Item 7A, Quantitative and Qualitative Disclosures About Market Risk, Commodity Price Risk, for a discussion of Commodity Price Risk. No material changes in commodity risk have occurred since December 31, 2009.

Credit Risk

The Utilities monitor and manage credit risk with their trading counterparties. Credit risk is defined as the possibility that counterparty to one or more contracts will be unable or unwilling to fulfill its financial or physical obligations to the Utilities because of the counterparty’s financial condition. The Utilities’ credit risk associated with trading counterparties was approximately $51.3 million as of September 30, 2010, which compares to balances of $73.2 million at December 31, 2009. The decrease from December 31, 2009 is primarily due to the decrease in prices of natural gas and power during the first two quarters of 2010.

ITEM 4 and 4T. CONTROLS AND PROCEDURES

(a)	Evaluation of disclosure controls and procedures.

NVE, NPC and SPPC’s principal executive officers and principal financial officers, based on their evaluation of the registrants’ disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) have concluded that, as of September 30, 2010, the registrants’ disclosure controls and procedures were effective.

(b)	Change in internal controls over financial reporting.

There were no changes in internal controls over financial reporting in the second quarter of 2010 that have materially affected, or are reasonably likely to materially affect, internal controls over financial reporting.

PART II

ITEM 1. LEGAL PROCEEDINGS

NPC and SPPC

Western United States Energy Crisis Proceedings before the FERC

FERC 206 complaints

In December 2001, the Utilities filed ten complaints with the FERC against various power suppliers, including Enron, under Section 206 of the Federal Power Act seeking price reduction of forward wholesale power purchase contracts entered into prior to the FERC mandated price caps imposed in June 2001 in reaction to the Western United States Energy Crisis. The Utilities contested the amounts paid for power actually delivered as well as termination claims for undelivered power against terminating suppliers.

In June 2003, the FERC dismissed the Utilities’ Section 206 complaints, stating that the Utilities had failed to satisfy their burden of proof under the strict public interest standard. In July 2003, the Utilities filed a petition for rehearing, but the FERC reaffirmed its June decision (“July decision”). The Utilities appealed this decision to the Ninth Circuit. In December 2006, a three judge panel of the Ninth Circuit overturned the FERC’s July decision and remanded the case back to the FERC for application of factors that the Ninth Circuit outlines in its decision. In May 2007, American Electric Power Service Corporation, Allegheny Energy Supply Company and other interested parties filed petitions for certiorari (“Petitions”) with the U.S. Supreme Court seeking review of the Ninth Circuit’s decision. The Utilities, together with other parties and the FERC, filed their opposition to these Petitions in August 2007. In September 2007, the U.S. Supreme Court granted certiorari. In June 2008, the U.S. Supreme Court rejected the Ninth Circuit’s reasoning in reversing the FERC but nonetheless found that the FERC’s order was defective and should be reversed for other reasons. The case was remanded to the FERC.

The FERC established a formal settlement discussion protocol for bilateral settlement discussions with other respondents, including Allegheny Energy Supply Company, American Electric Power Service Corporation and BP Energy, and stayed the case pending settlement discussions. The Utilities, together with other interested parties including the Nevada BCP, have settled and resolved all claims against BP Energy (“BP Settlement”). On August 25, 2009, the BP Settlement received final approval by the FERC, under which BP Energy was ordered to settle with NPC for an immaterial amount in return for NPC and the BCP’s release of all claims against BP Energy. On November 19, 2009, the Utilities, together with other interested parties, executed a settlement agreement with American Electric Power Service Corporation (“AEP Settlement”). On December 23, 2009, the AEP Settlement received final approval by the FERC, under which AEP was ordered to settle with the Utilities for an immaterial amount in return for a release of all claims by the Utilities and BCP against AEP. This amount was received in February 2010 from AEP in fulfillment of its obligations under the settlement agreement. The Utilities had previously negotiated settlements with Duke Energy Trading and Marketing, Morgan Stanley Capital Group, El Paso Merchant Energy, now known as El Paso Marketing L.P., Calpine Energy Services and Enron. The Utilities reached an agreement in principle under FERC settlement procedures with Allegheny Energy Supply Company. Management cannot predict the timing or outcome of a decision in this matter.

Other Legal Matters

NVE and its subsidiaries, through the course of their normal business operations, are currently involved in a number of other legal actions, none of which has had or, in the opinion of management, is expected to have a significant impact on their financial positions or results of operations. See Note 8, Commitments and Contingencies, of the Condensed Notes to Financial Statements, for further discussion of other legal matters.

ITEM 1A. RISK FACTORS

For the purposes of this section, the terms “we,” “us” and “our” refer to NVE on a consolidated basis (including NPC and SPPC). The following information updates, and should be read in conjunction with, the information disclosed in Item 1A, “Risk Factors,” of our 2009 Form 10-K. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that are not presently known or that we currently believe to be less significant may also adversely affect us.

As of the date of this report, there have been no material changes with regard to the Risk Factors disclosed in the 2009 Form 10-K, and quarterly reports for NVE, NPC and SPPC on Form 10-Q for the quarters ended March 31, 2010 and June 30, 2010.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

(a)	Exhibits filed with this Form 10-Q:

(10) NV Energy, Inc., Nevada Power Company and Sierra Pacific Power Company:

10.1

Transmission Use and Capacity Agreement between Nevada Power Company, Sierra Pacific Power Company and Great Basin Transmission, LLC dated August 20, 2010.

Nevada Power Company:

10.2

Revolving Credit Facility dated April 28, 2010 between Nevada Power Company and Wells Fargo, N.A., as administrative agent for the lenders.

Sierra Pacific Power Company:

10.3

Collective Bargaining Agreement dated as of August 16, 2010, effective through August 15, 2013, between Sierra Pacific Power Company and the International Brotherhood of Electrical Workers Local Union No. 1245.

10.4

Revolving Credit Facility dated April 28, 2010 between Sierra Pacific Power Company and Bank of America, N.A., as administrative agent for the lenders.

(12) NV Energy, Inc.:

12.1

Statement regarding computation of Ratios of Earnings to Fixed Charges.

Nevada Power Company:

12.2

Statement regarding computation of Ratios of Earnings to Fixed Charges.

Sierra Pacific Power Company:

12.3

Statement regarding computation of Ratios of Earnings to Fixed Charges.

(31) NV Energy, Inc., Nevada Power Company and Sierra Pacific Power Company

31.1		Certification of Principal Executive Officer of NV Energy, Inc. Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Principal Executive Officer of Nevada Power Company Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.3		Certification of Principal Executive Officer of Sierra Pacific Power Company Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.4		Certification of Principal Financial Officer of NV Energy, Inc. Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.5		Certification of Principal Financial Officer of Nevada Power Company Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.6		Certification of Principal Financial Officer of Sierra Pacific Power Company Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

(32) NV Energy, Inc., Nevada Power Company and Sierra Pacific Power Company

32.1		Certification of Principal Executive Officer of NV Energy, Inc. Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Principal Executive Officer of Nevada Power Company Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.3		Certification of Principal Executive Officer of Sierra Pacific Power Company Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


32.4		Certification of Principal Financial Officer of NV Energy, Inc. Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.5		Certification of Principal Financial Officer of Nevada Power Company Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.6		Certification of Principal Financial Officer of Sierra Pacific Power Company Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.


	NV Energy, Inc.
	(Registrant)

Date: October 29, 2010	By:	/s/ Dilek L. Samil
		Dilek L. Samil
		Chief Financial Officer
		(Principal Financial Officer)

Date: October 29, 2010	By:	/s/ E. Kevin Bethel
		E. Kevin Bethel
		Chief Accounting Officer
		(Principal Accounting Officer)

	Nevada Power Company d/b/a NV Energy
	(Registrant)

Date: October 29, 2010	By:	/s/ Dilek L. Samil
		Dilek L. Samil
		Chief Financial Officer
		(Principal Financial Officer)

Date: October 29, 2010	By:	/s/ E. Kevin Bethel
		E. Kevin Bethel
		Chief Accounting Officer
		(Principal Accounting Officer)

	Sierra Pacific Power Company d/b/a NV Energy
	(Registrant)

Date: October 29, 2010	By:	/s/ Dilek L. Samil
		Dilek L. Samil
		Chief Financial Officer
		(Principal Financial Officer)

Date: October 29, 2010	By:	/s/ E. Kevin Bethel
		E. Kevin Bethel
		Chief Accounting Officer
		(Principal Accounting Officer)

TRANSMISSION USE AND CAPACITY

EXCHANGE AGREEMENT

by and among

NEVADA POWER COMPANY

(d/b/a NV Energy)

SIERRA PACIFIC POWER COMPANY

(d/b/a NV Energy)

and

GREAT BASIN TRANSMISSION, LLC

Dated as of

August 20, 2010

Transmission Use and Capacity Exchange Agreement

Privileged and Confidential

Execution Version

TABLE OF CONTENTS

ARTICLE I DEFINITIONS……………………………………………………………………………………………………………………….......................................................................			2
	1.01	Definitions…………………………………………………………………………………………………………….............................................................	2
	1.02	Interpretations……………………………………………………………………………………………………...................................................................	31

ARTICLE II ACQUISITIONS OF ON LINE…………………………………………………………………………………………………...........................................................................			32
	2.01	Acquisition; Purchase Price………………………………………………………………………………….. .....................................................................	32
	2.02	Closing Payments; Closing Payment Adjustments…………………………………………………................................................................................	32
	2.03	Conditions Precedent to Acquisition Closing………………………………………………………….............................................................................	34
	2.04	Acquisition Closing Deliverables……………………………………………………………………………......................................................................	36
	2.05	Timing and Location of Acquisition Closing……………………………………………………………...........................................................................	36
	2.06	Efforts to Close……………………………………………………………………………………………………….............................................................	36
	2.07	Disclosure Schedule Update…………………………………………………………………………………......................................................................	36
	2.08	Allocation of Purchase Price………………………………………………………………………………….......................................................................	37

ARTICLE III OWNERSHIP AND CAPACITY RIGHTS; MONTHLY PAYMENT………………………………………………......................................................................................			38
	3.01	Ownership Rights………………………………………………………………………………………………….................................................................	38
	3.02	Electrical Capacity Rights………………………………………………………………………………………...................................................................	39
	3.03	Microwave and Fiber Optic Capacity Rights…………………………………………………………...............................................................................	43
	3.04	Revenue Rights……………………………………………………………………………………………………................................................................	43
	3.05	Relationship of the Parties……………………………………………………………………………………......................................................................	43
	3.06	Monthly Payment………………………………………………………………………………………………….................................................................	43
	3.07	Great Basin Segment Abandonment or Delay Buyout Right………………………………….........................................................................................	45
	3.08	30 th Anniversary Buyout Right………………………………………………………………………………......................................................................	46
	3.09	41 st Anniversary Buyout Right or Renewable Term………………………………………………...................................................................................	46
	3.10	Force Majeure………………………………………………………………………………………………………...............................................................	47
	3.11	Transmission Systems………………………………………………………………………………………….....................................................................	48
	3.12	Additional Uses……………………………………………………………………………………………………................................................................	48

ARTICLE IV DEVELOPMENT AND CONSTRUCTION OF ON LINE……………………………………………………………......................................................................................			48
	4.01	Pursuit and Management of ON Line……………………………………………………………………............................................................................	48
	4.02	ON Line Managers…………………………………………………………………………………………………...............................................................	49
	4.03	Access to ON Line and ON Line ROW…………………………………………………………………….........................................................................	49
	4.04	Standard of Performance…………………………………………………………………………………….........................................................................	50
	4.05	Government Approvals; Cooperation…………………………………………………………………...............................................................................	50
	4.06	Interconnection and Construction……………………………………………………………………….............................................................................	51
	4.07	Consultants…………………………………………………………………………………………………………...............................................................	52
	4.08	Change of Name……………………………………………………………………………………………………................................................................	52
	4.09	Robinson Summit Substation……………………………………………………………………………….........................................................................	52

ARTICLE V PROJECT BUDGET AND PAYMENT OF COSTS………………………………………………………………………..................................................................................			52
	5.01	Project Budget………………………………………………………………………………………………………...............................................................	52
	5.02	Compliance with Project Budget; Amendments……………………………………………………..................................................................................	53
	5.03	Funding ON Line Costs…………………………………………………………………………………………...................................................................	54
	5.04	Funding of Capital Repair Costs……………………………………………………………………………........................................................................	56

Transmission Use and Capacity Exchange Agreement

Privileged and Confidential

Execution Version

	5.05	Cost Reductions……………………………………………………………………………………………………………...................................................	57
	5.06	Invoicing and Payment…………………………………………………………………………………………………........................................................	58
	5.07	Defaulted Contributions………………………………………………………………………………………………..........................................................	58
	5.08	Payment on Non-Business Day…………………………………………………………………………………….............................................................	58
	5.09	Project Accounts……………………………………………………………………………………….………………….....................................................	59

ARTICLE VI DEVELOPMENT AND CONSTRUCTION OF GREAT BASIN SEGMENTS…………..…………………...................................................................................................			59
	6.01	Transmission Improvements……………………………………………………………………..…………………............................................................	59
	6.02	Development and Construction…………………………………………………………………………………….............................................................	59
	6.03	Compliance with Laws and Conduct…………………………………………………………..…………………...............................................................	60
	6.04	Quarterly Reports………………………………………………………………………………………………………….....................................................	60
	6.05	SNIP Option……………………………………………………………………………………………….………………….................................................	60

ARTICLE VII OPERATION OF THE TRANSMISSION LINE………………………………………………….…………………........................................................................................			63
	7.01	Transmission Line Operation; ON Line Maintenance………………………………….………………….......................................................................	63
	7.02	Great Basin Segment Management………………………………………………………………………………................................................................	64
	7.03	Operational and Maintenance Standards………………………………………………….…………………....................................................................	64
	7.04	Balancing Authority; Balancing Authority Area………………………………………….…………………...................................................................	65
	7.05	Ancillary Services……………………………………………………………………………………….…………………...................................................	65
	7.06	Transmission Losses……………………………………………………………………...............…………………............................................................	65
	7.07	Dynamic Transfers…………………………………………………………………………………….…………………......................................................	66

ARTICLE VIII MANAGEMENT COMMITTEE; PROJECT COMPANY………………………………….…………………..............................................................................................			66
	8.01	Management Committee……………………………………………………………………………………………..............................................................	66
	8.02	Non-Delegable Actions………………………………………………………………………………………………….......................................................	69
	8.03	Project Company…………………………………………………………………………………………………………......................................................	70
	8.04	Time is of the Essence………………………………………………………………………………………………….........................................................	70

ARTICLE IX REPORTING; RECORDKEEPING……………………………………………………………………………………….....................................................................................			70
	9.01	Monthly/Quarterly Report……………………………………………………………………………………………..........................................................	70
	9.02	Notification of ON Line Events…………………………………………………………………..…………………............................................................	71
	9.03	Recordkeeping…………………………………………………………………………………………..…………………....................................................	71
	9.04	Inspection and Audit Rights……………………………………………………………………….………………….........................................................	71
	9.05	Information……………………………………………………………………………………………….…………………...................................................	72
	9.06	Access to Financial Information………………………………………………………………...………………….............................................................	72

ARTICLE X TAXES AND ASSESSMENTS…………………………………………………………………………..………………….................................................................................			72
	10.01	Management of Tax Matters……………………………………………………………………..…………………............................................................	72
	10.02	Sharing of Taxes and Related Payments…………………………………………………….…………………..................................................................	73
	10.03	Payment of Taxes………………………………………………………………………………………………………….....................................................	73
	10.04	Non-Creation of Taxable Entity………………………………………………………………….………………….............................................................	73
	10.05	Transfer Taxes………………………………………………………………………………………………………………..................................................	74
	10.06	Duties Regarding Assessments………………………………………………………………….…………………............................................................	74
	10.07	Periodic Payments…………………………………………………………………………………….………………….......................................................	75

ARTICLE XI TERM AND TERMINATION………………………………………………………………………….…………………..................................................................................			75

Transmission Use and Capacity Exchange Agreement

Privileged and Confidential

Execution Version

	11.01	Term………………………………………………………………………………………………………….…………………...............................................	75
	11.02	Winding-Up…………………………………………………………………………………………………………………...................................................	75
	11.03	Termination…………………………………………………………………………………………………………………....................................................	77

ARTICLE XII INDEMNIFICATION: LIMITATION OF LIABILITY……………………………………………..................................................................................................................			78
	12.01	Indemnification………………………………………………………………………………………….................................................................................	78
	12.02	Contribution of Parties………………………………………………………………………………....................................................................................	80
	12.03	Waiver of Damages……………………………………………………………………………………..................................................................................	80
	12.04	Survival of Representations and Warranties……………………………………………...................................................................................................	83

ARTICLE XIII INSURANCE AND EVENTS OF LOSS…………………………………………………………….................................................................................................................			83
	13.01	Insurance…………………………………………………………………………………………………...............................................................................	83
	13.02	Damage or Destruction……………………………………………………………………………........................................................................................	83
	13.03	Distribution of Insurance Proceeds…………………………………………………………...............................................................................................	84
	13.04	Payment of Restoration Costs…………………………………………………………………............................................................................................	84
	13.05	Rebuild or Repair by a Single Party; Fair Market Value………………………………......................................................................................................	85
	13.06	Great Basin Segment Event of Loss……………………………………………………………...........................................................................................	86
	13.07	Event of Loss Threshold Deadlock……………………………………………………………...........................................................................................	86

ARTICLE XIV CONDEMNATION……………………………………………………………………………………...............................................................................................................			87
	14.01	Participation in Condemnation Action………………………………………………………..............................................................................................	87
	14.02	Taking……………………………………………………………………………………………………….............................................................................	87
	14.03	Distribution of Condemnation Awards……………………………………………………….............................................................................................	87
	14.04	Payment of Restoration Costs……………………………………………………………………........................................................................................	88
	14.05	Rebuild or Repair by a Single Party……………………………………………………………...........................................................................................	88
	14.06	Great Basin Segment Condemnation………………………………………………………….............................................................................................	89
	14.07	Condemnation Action Threshold Deadlock……………………………………………….................................................................................................	89

ARTICLE XV TRANSFERS AND CHANGES OF CONTROL………………………………………………….....................................................................................................................			90
	15.01	Transfers……………………………………………………………………………………………………............................................................................	90
	15.02	Right of First Refusal and Right of First Offer…………………………………………….................................................................................................	90
	15.03	Permitted Transfers…………………………………………………………………………………......................................................................................	92
	15.04	Other Transfer Restrictions……………………………………………………………………….........................................................................................	94
	15.05	Change of Control……………………………………………………………………………………....................................................................................	96

ARTICLE XVI DEFAULT AND REMEDIES…………………………………………………………………………..............................................................................................................			96
	16.01	Events of Default………………………………………………………………………………………..................................................................................	96
	16.02	Remedies…………………………………………………………………………………………………................................................................................	97
	16.03	Additional Obligations………………………………………………………………………………....................................................................................	103
	16.04	Interest on Overdue Payments and Contributions; Setoff……………………….............................................................................................................	103
	16.05	Mitigation…………………………………………………………………………………………………..............................................................................	103

ARTICLE XVII REPRESENTATIONS AND WARRANTIES……………………………………………………..................................................................................................................			104
	17.01	Representations and Warranties………………………………………………………………............................................................................................	104
	17.02	Special Representations and Warranties of Great Basin……………………………........................................................................................................	105
	17.03	MOU…………………………………………………………………………………………………………...........................................................................	107
	17.04	Non-Severable Improvements…………………………………………………………………............................................................................................	108

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	17.05	Knowledge………………………………………………………………………………………………….............................................................................	108
	17.06	Exclusivity of Representations…………………………………………………………………….......................................................................................	108

ARTICLE XVIII LIENS; FINANCING MATTERS………………………………………………………………….................................................................................................................			108
	18.01	Liens…………………………………………………………………………………………………………...........................................................................	108
	18.02	Financing……………………………………………………………………………………………………...........................................................................	110
	18.03	Non-Disturbance Agreement……………………………………………………………………..........................................................................................	110
	18.04	Security Interest………………………………………………………………………………………....................................................................................	112

ARTICLE XIX GOVERNING LAW; DISPUTE RESOLUTION…………………………………………………....................................................................................................................			117
	19.01	Governing Law………………………………………………………………………………………….................................................................................	117
	19.02	Dispute Resolution; Binding Arbitration……………………………………………………..............................................................................................	117

ARTICLE XX MISCELLANEOUS………………………………………………………………………………………............................................................................................................			120
	20.01	Notices………………………………………………………………………………………………………...........................................................................	120
	20.02	Waivers……………………………………………………………………………………………………..............................................................................	121
	20.03	No Third-Person Beneficiaries…………………………………………………………………...........................................................................................	121
	20.04	Severability………………………………………………………………………………………………................................................................................	121
	20.05	Independent Counsel…………………………………………………………………………………..................................................................................	121
	20.06	Further Assurances…………………………………………………………………………………….................................................................................	121
	20.07	No Fiduciary Relationship………………………………………………………………………….......................................................................................	121
	20.08	Confidential Information…………………………………………………………………………..........................................................................................	122
	20.09	Other Transmission Lines and Exclusivity…………………………………………………...............................................................................................	123
	20.10	Survival of Obligations………………………………………………………………………………....................................................................................	124
	20.11	Construction…………………………………………………………………………………………….................................................................................	124
	20.12	Amendment……………………………………………………………………………………………...................................................................................	125
	20.13	Entire Agreement……………………………………………………………………………………......................................................................................	125
	20.14	Successors and Assigns…………………………………………………………………………….....................................................................................	125
	20.15	Headings……………………………………………………………………………………………………............................................................................	125
	20.16	Counterparts……………………………………………………………………………………………..................................................................................	125
	20.17	Running with the Land; Memorandums of this Agreement………………………..........................................................................................................	125
	20.18	Dedication………………………………………………………………………………………………….............................................................................	125
	20.19	Integrity Clause; Gratuity…………………………………………………………………………........................................................................................	125
	20.20	Expiration of Options…………………………………………………………………………………...................................................................................	126
	20.21	Mobile Sierra…………………………………………………………………………………………….................................................................................	126


EXHIBITS

Exhibit A		ON Line Budget
Exhibit B		Delegated Responsibilities
Exhibit C		ON Line Schedule
Exhibit D		Insurance Plan
Exhibit E		Form of Bill of Sale and Assignment and Assumption Agreement
Exhibit F		Form of Assignment and Consent Agreement
Exhibit G		Form of Grant, Bargain and Sale Deed
Exhibit H		Applicable Transfer Representations and Warranties

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Exhibit I		Legal Opinion Provisions


SCHEDULES

Schedule 1		Description of Transmission Line
Schedule 2		Monthly Payment Factors
Schedule 3		Operating Activities
Schedule 4		Primary ON Line Agreements
Schedule 5		Buyout Prices
Schedule 6		Governmental Approval Status
Schedule 7		Great Basin Segments Specifications Deviations


ANNEXES

Annex A		Ownership Percentages of the Parties

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TRANSMISSION USE AND CAPACITY

EXCHANGE AGREEMENT

THIS TRANSMISSION USE AND CAPACITY EXCHANGE AGREEMENT , dated as of August 20, 2010 (the “ Effective Date ”), is made and entered into by and among NEVADA POWER COMPANY, a Nevada corporation, d/b/a NV Energy (“ NPC ”), SIERRA PACIFIC POWER COMPANY, a Nevada corporation, d/b/a NV Energy (“ SPPC ” and, collectively with NPC, the “ NVE Parties ”) and GREAT BASIN TRANSMISSION, LLC, a Delaware limited liability company (“ Great Basin ”). NPC, SPPC and Great Basin are sometimes referred to herein individually as a “ Party ” and collectively as the “ Parties .”

R ECITALS

WHEREAS , the NVE Parties are investor-owned electric utilities serving customers in both northern and southern Nevada and have been developing a major transmission project in eastern Nevada to interconnect the two utilities known, as of the Effective Date, as the “One Nevada Transmission Line Project” or “ON Line”, which is an above-ground 500 kV AC transmission line from a substation to be located at the Robinson Summit Location to the Harry Allen Substation (the “ NVE Project ”);

WHEREAS , Great Basin currently owns and is developing the Transmission Line, which is an above-ground 500 kV AC transmission line comprising three segments extending from the Midpoint Substation to the Eldorado Substation;

WHEREAS , the northernmost and central segments of the Transmission Line are collectively known as the Southwest Intertie Project, with the northernmost segment extending from the Midpoint Substation to a substation located at the Thirtymile Location (“ SWIP-N ”) and the central segment extending from such substation to the Harry Allen Substation (“ SWIP-S ”), and the southernmost segment of the Transmission Line, which is known as the Southern Nevada Intertie Project, extends from the Harry Allen Substation to the Eldorado Substation (“ SNIP ”);

WHEREAS , the NVE Parties desire to purchase from Great Basin and Great Basin desires to sell certain undivided ownership interests in SWIP-S on the terms and conditions set forth herein and, in furtherance of the transactions contemplated in this Agreement, SWIP-S will be renamed the “One Nevada Transmission Line” and “ON Line;”

WHEREAS , SNIP and SWIP-N comprise the Great Basin Segments, as further described in this Agreement; and

WHEREAS , the Parties desire to set forth in this Agreement the terms and conditions upon which the Parties shall jointly develop, construct, own, manage and use ON Line and jointly use the Great Basin Segments.

NOW THEREFORE , in consideration of the premises and mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

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ARTICLE I

DEFINITIONS

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

“ AAA ” has the meaning set forth in Section 19.02(b)(i) .

“ AC ” means alternating current.

“ Acquiring Party ” has the meaning set forth in Section 15.02(c) .

“ Acquisition Closing ” means the sale by Great Basin and the purchase by the NVE Parties of Ownership Interests in the amount of their respective Ownership Percentages.

“ Acquisition Closing Date ” means the date upon which the Acquisition Closing occurs, which shall be the day before the Acquisition Closing is effective in accordance with Section 2.05 .

“ Acquisition Closing Deadline ” has the meaning set forth in Section 2.06 .

“ Advance ” has the meaning set forth in Section 5.07(a) .

“ Affiliate ” means any Person that, directly or indirectly through one or more other Persons, Controls, is Controlled by or is under common Control with the Person specified. For the purposes of this Agreement (except Sections 12.01(c) and 20.08 ), the NVE Parties shall not be considered Affiliates of one another.

“ Affiliated Assignee ” has the meaning set forth in Section 15.03(e) .

“ Affiliated Lender ” means any Person that is an Affiliate of Great Basin or holds greater than a ten percent (10%) direct or indirect equity interest in Great Basin other than any agency or other instrumentality of the United States of America in its capacity as an ON Line Lender or GB Segment Lender that becomes an Affiliate of Great Basin as a result of a foreclosure or other exercise of its remedies under the ON Line Financing Agreements or the GB Segment Financing Agreements, as applicable.

“ Agreed Rate ” means the lesser of (a) the “Prime rate” for the “U.S.” as published in the “Money Rates” table of The Wall Street Journal from time to time and (b) the maximum rate of interest permitted by Applicable Law.

“ Agreement ” means this Transmission Use and Capacity Exchange Agreement.

“ Allocation ” has the meaning set forth in Section 2.08 .

“ Alternate Representative ” has the meaning set forth in Section 8.01(a) .

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“ Amortization Period ” means (a) with respect to Capital Repairs, Event of Loss Costs and Condemnation Action Costs, the useful life (in months) of the applicable reconstructed or restored asset (consistent with a depreciation schedule approved by the PUCN and used by the NVE Parties for similar assets) depreciated on a straight line basis and (b) with respect to any Incremental Cost Differential, six hundred twenty-four (624) months on a straight line basis.

“ Ancillary Services ” means any of the services that are necessary to support the transmission of capacity and energy from resources to loads while maintaining reliable operation of the transmission system in accordance with Prudent Utility Practices, including scheduling, system control and dispatch service, reactive supply and voltage control, regulation and frequency response, energy imbalance, generator imbalance, operating reserve-spinning, operating reserve-supplemental and loss compensation.

“ Anticipated Investment ” means (a) with respect to SWIP-N, six hundred sixteen million nine hundred ten thousand Dollars ($616,910,000), (b) with respect to ON Line, five hundred nine million six hundred twenty-one thousand Dollars ($509,621,000) and (c) with respect to SNIP, two hundred fourteen million five hundred seventy-seven thousand Dollars ($214,577,000). For the avoidance of doubt, the foregoing Anticipated Investment amounts shall not be subject to adjustment for any reason, including in respect of any Carrying Costs, interest or allowance for funds used during construction.

“ Applicable Centennial Phase 3 Facilities ” has the meaning set forth in the SNIP Agreement.

“ Applicable Centennial Phase 3 Rights ” has the meaning set forth in Section 6.05(a) .

“ Applicable Law ” means any law, statute, common law, treaty, code, rule, ordinance, binding directive, regulation, order, judgment, decree, ruling, determination or Governmental Approval of any Governmental Authority, including Environmental Laws, in each case, which is binding on the Transmission Line (any portion thereof), any Party or any Project Company, as applicable.

“ Applicable Transfer Representations and Warranties ” means, with respect to a Transfer, the representations and warranties and related limits on liability in form and substance similar to those set out in Exhibit H .

“ Assignment and Assumption Agreement ” has the meaning set forth in Section 15.04(b) .

“ Authorized Representative ” has the meaning set forth in Section 8.01(a) .

“ Balancing Authority ” means the responsible entity that integrates resource plans ahead of time, maintains load-interchange-generation balance within the Balancing Authority Area and supports interconnection frequency in real time.

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“ Balancing Authority Area ” means the collection of generation, transmission and loads within the metered boundaries of the NVE Parties.

“ Balancing Authority Area Services Agreement ” means a Balancing Authority Area Services Agreement entered into by and between Great Basin and one or both of the NVE Parties for the provision of certain Ancillary Services; provided , however , that such Balancing Authority Area Services Agreement shall not provide for any (a) generator imbalance service for generators directly interconnected to the Great Basin Segments within the Balancing Authority Area outside of a bandwidth of: (i) plus or minus one and one-half percent (1.5%) of such generator’s capacity or (ii) a maximum of plus or minus two (2) MWs, (b) energy imbalance services or (c) operating reserves (either spinning or supplemental) or back-up for resources associated with schedules from generators delivering their output from or outside of the NVE Parties’ Balancing Authority Area.

“ Bankruptcy Event ” means, with respect to any Person, if such Person (a) voluntarily files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar law, (b) has any such petition filed or proceeding or action commenced against it by its creditors and such petition, proceeding or action is not dismissed within sixty (60) days after the filing or commencement; (c) makes an assignment or any general arrangement for the benefit of creditors; (d) has a liquidator, administrator, receiver, trustee, conservator or similar official appointed with respect to it or any substantial portion of its property or assets; or (e) is generally unable to pay its debts as they fall due.

“ BLM ” means the United States Department of Interior’s Bureau of Land Management.

“ BLM SNIP License Consent ” means a final decision issued by the BLM, not subject to rehearing or administrative appeal, providing any and all BLM approvals necessary to provide the license and transfer of assets by NPC to Great Basin as contemplated by the SNIP Agreement, on terms and conditions reasonably acceptable to the NVE Parties and Great Basin.

“ Books and Records ” has the meaning set forth in Section 9.03(a) .

“ Business Day ” means any day other than Saturday, Sunday and any day that banks are required to close in the State of Nevada or the State of New York.

“ CA ” means the Confidentiality Agreement, dated May 18, 2009, by and between Great Basin and NVE Parent.

“ Capacity Entitlement ” means, with respect to a Party, the portion of the Electrical Capacity to which such Party is entitled pursuant to Section 3.02 , as may be adjusted pursuant to Sections 16.02(f) , (g) or (h) .

“ Capital Repair ” means (a) any and all work reasonably necessary or appropriate to repair, restore, refurbish or replace any equipment, structure or any other component of ON Line (or any portion thereof) after ON Line COD necessitated by (i) any defect in design,

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construction or installation, (ii) physical or functional obsolescence or (iii) modifications required by any Applicable Law or (b) the substitution, replacement, enlargement or improvement of any structure, facility, equipment, property, land or land rights constituting part of ON Line after ON Line COD, in each case with respect to clauses (a) and (b), the associated costs of which would be capitalized in accordance with GAAP; provided , however , that Capital Repairs do not include any Operating Activities or work resulting from any Event of Loss or any Condemnation Action.

“ Capital Repair Account ” has the meaning set forth in Section 5.04(a) .

“ Capital Repair Budget ” means each budget for Capital Repairs approved by the Management Committee, which shall include line item estimates of the cost of all Capital Repairs expected for the five-year operation period immediately following its preparation.

“ Capital Repair Costs ” means costs and expenses incurred to complete any Capital Repairs, including each Party’s (a) direct internal labor costs for employees directly engaged in completing Capital Repairs insofar as such costs are subject to reimbursement pursuant to Section 5.01(d) , (b) all direct costs for supplies, materials, equipment property, land and land rights and the cost of removal, salvage, or disposal of any structure, facility, equipment or property, (c) third-Person costs, directly incurred for permitting and licensing activities, engineering, surveying, project management, legal, and other professional services incurred in respect of the completion of Capital Repairs, (d) costs and expenses directly incurred pursuant to ON Line Agreements entered into in respect of Capital Repairs and (e) costs and expenses required during an emergency to protect human life in connection with ON Line, protect against or mitigate serious loss or damage to ON Line, comply with Applicable Law for ON Line and prevent or mitigate damage to the environment or to the property of others caused by ON Line, which, in the case of clauses (a) through (e) above, would be capitalized in accordance with GAAP; provided , however , that Capital Repair Costs shall not include the following: (n) any costs or expenses incurred under the Balancing Authority Area Services Agreement or in providing Balancing Area Authority services thereunder, (o) Event of Loss Costs or Condemnation Action Costs, (p) any lobbying costs, (q) any legal fees associated with Great Basin’s participation in regulatory proceedings where such participation has not been approved in advance by the Management Committee or the NVE Parties’ participation in regulatory proceedings where the NVE Parties are not the applicant/petitioner or are not required to participate, (r) any gift of items, money or entertainment in connection with ON Line, including political or campaign contributions, (s) Personal Taxes or Transfer Taxes, (t) third-Person costs, expenses and fees for lawyers, other consultants, financing parties and agents (including application and other fees and expenses in connection with any loan guarantee or other program provided by the U.S. Department of Energy), in each case, incurred by any Party in connection with the ON Line Financing, its financing of Capital Repair Costs, all other Excluded Agreements and the costs associated with any Party’s auditing and reporting requirements under this Agreement, the ON Line Financing Agreements and its other financing agreements, including all Up-Front GBT Costs and On-Going GBT Costs, (u) costs and expenses incurred in the preparation, negotiation, execution or delivery of this Agreement, (v) any amounts attributable to general administrative costs or overhead costs not associated with direct internal labor for employees directly engaged in the completion of Capital Repairs, (w) any amounts

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incurred by Great Basin in connection with the Great Basin Segments, (x) any interest or penalty imposed by any Governmental Authority, (y) any interest or costs associated with carrying such costs and expenses, including Carrying Costs and (z) other than as described in clause (d) above, any costs or expenses arising, incurred or committed to by a Party without the consent of the Management Committee and not in accordance with the Capital Repair Budget.

“ Capitalized Costs ” means an amount equal to the aggregate sum of the (a) lesser of Net Actual Costs and the aggregate amount of ON Line Costs set forth in the ON Line Budget, plus Carrying Costs in respect of such costs, (b) Initial Cost Differential, plus Carrying Costs in respect of such costs and (c) Carrying Cost up to ON Line COD in respect of any Incremental Cost Differential, Net Event of Loss Costs and Net Condemnation Action Costs.

“ Carrying Cost ” means the cost of carrying any ON Line Costs, Event of Loss Costs and Condemnation Action Costs less any applicable Cost Reductions, in each case, from the date such costs were incurred to ON Line COD at a rate equal to (a) eight and fifty-eight hundredths percent (8.58%) per annum prior to ON Line Financial Closing and (b) eight and eight hundredths percent (8.08%) per annum thereafter; provided , however , that (x) Carrying Costs on Great Basin’s Development Costs from January 1, 2010 to Acquisition Closing shall not exceed an amount equal to, when added to such Development Costs and Carrying Costs of Great Basin through December 31, 2009, fifteen million eight hundred thousand Dollars ($15,800,000) and (y) Carrying Costs on the Development Costs of the NVE Parties from January 1, 2010 to Acquisition Closing shall not exceed an amount equal to, when added to such Development Costs and Carrying Costs of the NVE Parties through December 31, 2009, fifteen million eight hundred thousand Dollars ($15,800,000). For the avoidance of doubt, any Development Costs and Pre-Closing Costs incurred prior to ON Line Financial Closing shall be carried at a rate of eight and fifty-eight hundredths percent (8.58%) per annum from the date such costs were incurred to the date of ON Line Financial Closing and then at a rate of eight and eight hundredths percent (8.08%) per annum from the date of ON Line Financial Closing to the ON Line COD. For purposes of calculating Carrying Costs hereunder, all ON Line Costs, Event of Loss Costs and Condemnation Action Costs, in each case, shall be deemed incurred, and Cost Reductions, Insurance Proceeds and Condemnation Awards shall be deemed received, on the last day of the month in which such costs are incurred or reductions are received.

“ Chair ” has the meaning set forth in Section 8.01(e) .

“ Claiming Party ” has the meaning set forth in Section 3.10 .

“ Claims ” means any and all claims, demands, suits, obligations, payments, liabilities, costs, fines, penalties, sanctions, taxes, judgments, damages, losses and expenses, including reasonable attorneys’ fees and expenses.

“ Closing Payment ” has the meaning set forth in Section 2.02(b) .

“ Closing Statement ” has the meaning set forth in Section 2.02(b) .

“ Code ” means the Internal Revenue Code of 1986.

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“ Complete Taking ” has the meaning set forth in Section 14.02 .

“ Condemnation Action ” means the taking of all or any portion of the Transmission Line as a result of the exercise of the power of eminent domain or condemnation for public or quasi-public use or the sale or conveyance of all or any portion of the Transmission Line under the threat or in lieu of condemnation.

“ Condemnation Action Budget ” has the meaning set forth in Section 14.04 .

“ Condemnation Action Costs ” has the meaning set forth in Section 14.04 .

“ Condemnation Award ” means any compensation received in respect of a Condemnation Action.

“ Confidential Information ” has the meaning set forth in Section 20.08(a) .

“ Contributing Party ” has the meaning set forth in Section 5.07(a) .

“ Contribution ” has the meaning set forth in Section 5.07(a) .

“ Control ” means the ownership, directly or indirectly, of fifty percent (50%) or more of the voting securities of a Person or the power to direct the management or policies of such Person, whether by operation of law, by contract or otherwise.

“ Cost Detail Reconciliation Statement ” has the meaning set forth in Section 2.02(d) .

“ Cost Detail Statement ” has the meaning set forth in Section 2.02(a) .

“ Cost Reduction ” means any (a) damages, liquidated damages, indemnity payments or other amounts recovered pursuant to any ON Line Agreement or in settlement of any claim or dispute arising under any ON Line Agreement, (b) Insurance Proceeds (other than Excess Insurance Proceeds) and Condemnation Awards (other than Excess Condemnation Awards) recovered in respect of ON Line (including for delay-in-start up) and (c) proceeds received in respect of the disposition of any assets of ON Line.

“ Counterparty Code of Conduct ” means the Counterparty Code of Conduct promulgated by the NVE Parties and as in effect on (and disclosed in writing to Great Basin prior to) the Effective Date, setting forth requirements for Persons engaging in business transactions with the NVE Parties.

“ Critical Capital Repairs ” means Capital Repairs that NPC reasonably deems are required in order to operate ON Line in a safe and reliable manner in accordance with Prudent Utility Practices.

“ Critical Change Orders ” means change orders under Material Construction Contracts that the Managing Party reasonably deems are required in order for ON Line to operate in a safe and reliable manner in accordance with Prudent Utility Practices.

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“ Deadlock ” has the meaning set forth in Section 8.01(h) .

“ Default Purchase Notice ” has the meaning set forth in Section 16.02(d) .

“ Default Rate ” means the lesser of (a) four percent (4%) per annum above the Agreed Rate and (b) the maximum rate of interest permitted by Applicable Law.

“ Demand ” has the meaning set forth in Section 19.02(b)(i) .

“ Development Costs ” means all ON Line Costs incurred by a Party prior to January 1, 2010, which are, with respect to (a) NPC, twelve million four hundred thirty-six thousand two hundred seventy-one Dollars ($12,436,271), (b) SPPC, six hundred fifty-four thousand five hundred forty Dollars ($654,540) and (c) Great Basin, fifteen million Dollars ($15,000,000).

“ Direct Pay Amounts ” means Post-Closing Costs due under Material Construction Contracts that are to be invoiced directly to, and paid directly by, NPC and Great Basin in accordance with this Agreement.

“ Disclosing Party ” has the meaning set forth in Section 20.08(a) .

“ Disclosure Schedules ” has the meaning set forth in Section 17.01 .

“ Disclosure Schedule Update ” has the meaning set forth in Section 2.07 .

“ Dispute ” has the meaning set forth in Section 19.02(a) .

“ Dollars ” means the lawful currency of the United States of America.

“ Double Circuit Towers ” means the ON Line double circuit transmission towers and associated appurtenances designed and constructed to support two (2) 500kV 3-phase AC circuits located between (and including) that certain HMD3 double circuit dead end structure number 617 located at latitude 37˚ 15’ 20.99” North, longitude 114˚ 57’ 45.87” West and that certain HMD3 double circuit dead end structure number 627 located at latitude 37˚ 14’ 11.95” North, longitude 114˚ 58’ 37.03 West.

“ Effective Date ” has the meaning set forth in the preface to this Agreement.

“ Effective Tax Rate ” means (a) the then current Federal corporate statutory income tax rate plus (b) the product of (i) the then current State of Nevada corporate statutory income tax rate times (ii) an amount equal to one (1) minus the Federal corporate statutory income tax rate.

“ Eldorado Substation ” means the substation jointly owned by Southern California Edison, NPC, Salt River Project and Los Angeles Department of Water and Power located south of Las Vegas in Clark County, Nevada and commonly known as the “Eldorado Substation.”

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“ Electrical Capacity ” means the maximum electrical rating of the Transmission Line (or applicable portion thereof) expressed in MWs, as such rating is determined and approved by WECC (or such other regulatory authority responsible for rating the Transmission Line) from time to time.

“ Electric Reliability Organization ” means the organization certified by FERC to propose and enforce mandatory standards for the reliable operation and planning of the bulk power system throughout the United States of America.

“ Eligible Assignee ” means any Person that (a) has (or is Affiliated with a Person that has) at least four (4) years’ experience owning and operating transmission lines comparable to the Transmission Line, (b) is (or is Affiliated with a Person that is) subject to regulation by FERC at the time the applicable Transfer is first proposed and (c) has (or its parent has) a credit rating at the time of the applicable Transfer equal to or better than an Investment Grade Credit Rating or, if such Person does not have an Investment Grade Credit Rating, a net worth at the time of the applicable Transfer equal to or greater than three hundred fifty million Dollars ($350,000,000).

“ Eligible Control Party ” means (a) any Eligible Assignee, (b) following ON Line COD and provided that Great Basin holds no material assets other than Ownership Interests, any Experienced Operator and (c) following ON Line COD and the occurrence of the earlier of (i) GB Segment COD and (ii) the GB Segment Financial Closing Deadline without achieving GB Segment Financial Closing, any Experienced Operator.

“ Environmental Law ” means any federal, state, local or other law, common law, regulation, rule, ordinance, code, decree, judgment, binding directive, or judicial or administrative order relating to the protection, preservation or restoration of human health, the environment, wildfire, natural resources or cultural, archaeological or historic resources, including (a) any law relating to the releases or threatened releases of Hazardous Substances into any medium (including ambient air, surface water, groundwater, land, surface and subsurface strata) or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, release, transport and handling of Hazardous Substances; (b) the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Clean Air Act, 42 U.S.C. § 7401 et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. § 1471 et seq.; the Toxic Substances Control Act, 15 U.S.C. §§ 2601 through 2629; the Oil Pollution Act, 33 U.S.C. § 2701 et seq.; the Emergency Planning and Community Right-to-Know Act, 42 U.S.C. § 11001 et seq.; the National Environmental Policy Act, 42 U.S.C. §4321 et seq.; the Safe Drinking Water Act, 42 U.S.C. §§ 300f through 300j; and (c) all other Applicable Laws addressing pollution or protection of human health, safety or the environment.

“ Event of Default ” has the meaning set forth in Section 16.01 .

“ Event of Loss ” means damage to, destruction of, or other property casualty to the Transmission Line (or any part thereof), whether or not covered by insurance.

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“ Event of Loss Budget ” has the meaning set forth in Section 13.04 .

“ Event of Loss Costs ” has the meaning set forth in Section 13.04 .

“ Excess Condemnation Award ” has the meaning set forth in Section 14.03 .

“ Excess Insurance Proceeds ” has the meaning set forth in Section 13.03 .

“ Excluded Agreements ” means (a) agreements between a Party and its transmission and other customers regarding such customers’ rights to transmit electricity on or otherwise utilize such Party’s Capacity Entitlement, Microwave Capacity or Fiber Optic Capacity, (b) agreements only between NPC and SPPC, (c) the ON Line Financing Agreements, (d) the financing agreements with the NVE Lenders and (e) any Balancing Authority Area Services Agreement.

“ Excluded Lien ” means any of the following:

(a) a Permitted Lien;

(b) provided that Sections 18.03 and 18.04 are satisfied, a Lien granted on the Ownership Interests or other assets of a Party (excluding the Great Basin Segments prior to GB Segment COD, except if the Parties agree in writing otherwise), given by such Party as security for the obligations of such Party to the ON Line Lenders or the NVE Lenders, as applicable, and enforceable only against the Ownership Interests or such other assets of such Party;

(c) provided that Sections 18.03 and 18.04 are satisfied, a Lien granted on the ownership interests of Great Basin in the Great Basin Segments or other assets of Great Basin (excluding ON Line prior to GB Segment COD, except if the Parties agree in writing otherwise), given by Great Basin as security for its obligations to the GB Segment Lenders;

(d) (i) with respect to Liens on ON Line, Liens for any tax, assessment or other governmental charge (including Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods for ON Line) arising in the ordinary course of business for ON Line, and (ii) with respect to Liens on the Great Basin Segments, Liens for any tax, assessment or other governmental charge (including Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods for the Great Basin Segments) arising in the ordinary course of business for the Great Basin Segments, in each case (A) which are for amounts not yet due or amounts being contested in good faith by appropriate proceedings and reserved against in accordance with GAAP and (B) so long as such Liens shall not involve any reasonable likelihood of the sale, forfeiture or loss of any material interest in the Transmission Line and shall not interfere in any material respect with the use or disposition of any material part of the Transmission Line, the GB Segment Security Interest or the ON Line Security Interest;

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(e) (i) with respect to ON Line, materialmen’s, mechanics’, workers, repairmen’s, employees’ or other like Liens on ON Line and any statutory lien, rights of setoff or similar rights on ON Line arising in the ordinary course of business of ON Line or in connection with the construction, operation or maintenance of ON Line, and (ii) with respect to the Great Basin Segments, materialmen’s, mechanics’, workers’, repairmen’s, employees’ or other like Liens on the Great Basin Segments and any statutory lien, rights of setoff or similar rights on the Great Basin Segments arising in the ordinary course of business of the Great Basin Segments or in connection with the construction, operation or maintenance of the Great Basin Segments, in each case (A) which (in the aggregate) do not materially detract from the value of the property or assets to which they are attached, or which are for amounts not yet due or amounts which are being contested in good faith by appropriate proceedings and are reserved against in accordance with GAAP or bonded over, and (B) so long as such Liens shall not involve any reasonable likelihood of the sale, forfeiture or loss of any material interest in the Transmission Line and shall not interfere in any material respect with the use or disposition of any material part of the Transmission Line, the GB Segment Security Interest or the ON Line Security Interest;

(f) Liens arising out of judgments or awards so long as enforcement of such Liens have been stayed and an appeal or proceeding for review is being prosecuted in good faith by appropriate proceedings and are reserved against in accordance with GAAP or are fully covered by insurance;

(g) (i) with respect to ON Line, Liens on ON Line to secure (A) mandatory statutory obligations or (B) provided that Section 18.03 is satisfied with respect to Liens securing amounts in excess of two hundred fifty thousand Dollars ($250,000), performance of bids, tenders, contracts (other than for the repayment of indebtedness for borrowed money) or leases, or for purposes of like general nature, in the ordinary course of business for ON Line, and having an aggregate value with respect to all Liens contemplated by this clause (g)(i)(B) at any one time outstanding not greater than one million Dollars ($1,000,000), and (ii) with respect to the Great Basin Segments, Liens on the Great Basin Segments to secure (A) mandatory statutory obligations or (B) provided that Section 18.03 is satisfied with respect to Liens securing amounts in excess of two hundred fifty thousand Dollars ($250,000), performance of bids, tenders, contracts (other than for the repayment of indebtedness for borrowed money) or leases, or for purposes of like general nature, in the ordinary course of business for the Great Basin Segments, and having an aggregate value with respect to all Liens contemplated by this clause (g)(ii)(B) at any one time outstanding not greater than one million Dollars ($1,000,000), in each case, so long as such Liens shall not involve any reasonable likelihood of the sale, forfeiture or loss of any material interest in the Transmission Line and shall not interfere in any material respect with the use or disposition of any material part of the Transmission Line, the GB Segment Security Interest or the ON Line Security Interest;

(h) (i) with respect to ON Line, involuntary Liens (including a lien of an attachment, judgment or execution) not existing for more than thirty (30) days on ON Line securing a charge or obligation for ON Line on any of ON Line’s property, either real or personal, in the aggregate sum of less than two hundred thousand Dollars ($200,000) at any one time outstanding, and (ii) with respect to the Great Basin Segments, involuntary Liens (including a lien of an attachment, judgment or execution) not existing for more than thirty (30) days on the

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Great Basin Segments securing a charge or obligation for the Great Basin Segments on any of the Great Basin Segments’ property, either real or personal, in the aggregate sum of less than two hundred thousand Dollars ($200,000) at any one time outstanding, in each case, so long as such Liens shall not involve any reasonable likelihood of the sale, forfeiture or loss of any material interest in the Transmission Line and shall not interfere in any material respect with the use or disposition of any material part of the Transmission Line, the GB Segment Security Interest or the ON Line Security Interest;

(i) any other Liens approved by the Parties;

(j) with respect to (i) Great Basin, any Lien on the Ownership Interests of Great Basin or the Great Basin Segments arising as a result of a breach by one or both of the NVE Parties of any of their respective obligations under this Agreement or any agreement executed in connection herewith and (ii) the NVE Parties, any Lien on the Ownership Interests of such Parties arising as a result of a breach by Great Basin of any of its obligations under this Agreement or any agreement executed in connection herewith;

(k) with respect to Great Basin, Liens that are subordinated to the ON Line Security Interest or the GB Segment Security Interest pursuant to a subordination agreement acceptable to the NVE Parties in their sole discretion; and

(l) provided that Section 18.03 is satisfied with respect to Liens securing amounts in excess of (i) two hundred fifty thousand Dollars ($250,000) individually or (ii) when added to the aggregate amount secured by other Liens permitted by this subsection (l) and not subject to a Non-Disturbance Agreement, one million Dollars ($1,000,000), Liens existing only on the Great Basin Segments prior to GB Segment Financial Closing in favor of unaffiliated lenders, construction contractors, equipment providers or any other unaffiliated Persons providing financing for the development, engineering, procurement or construction of the Great Basin Segments.

“ Experienced Operator ” means any Person that has (or is Affiliated with a Person that has) at least four (4) years’ experience owning and operating transmission lines comparable to the Transmission Line or hires a project manager that has such experience.

“ Extended Payment Default ” has the meaning set forth in Section 16.02(h) .

“ Fair Market Value ” has the meaning set forth in Section 13.05(b) .

“ FERC ” means the Federal Energy Regulatory Commission.

“ FERC Approval ” means one or more final orders issued by FERC under Section 205 of the Federal Power Act, without substantial condition or modification and that is not subject to rehearing or appeal, accepting this Agreement and each Interconnection Agreement for filing (including a determination by FERC that no further filing of the SNIP Agreement is required), in each case, on terms reasonably acceptable to the NVE Parties and Great Basin.

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“ Fiber Optic Capacity ” means the maximum fiber optic line capacity of the Transmission Line (or applicable portion thereof).

“ Final NVE Capacity Entitlement ” means (a) the NVE Parties’ total Capacity Entitlement expressed as MWs, divided by (b) the Electrical Capacity.

“ Force Majeure ” means any of the following enumerated events that occur subsequent to the Effective Date that delays or prevents a Party’s performance of its obligations under this Agreement, but only to the extent that (a) such event is not attributable to the fault or negligence on the part of such Party, (b) such event is caused by factors beyond such Party’s reasonable control and (c) despite taking all reasonable technical and commercial precautions and measures to prevent, avoid, mitigate or overcome such event and the consequences thereof, such Party has been unable to prevent, avoid, mitigate or overcome such event or consequences:

(i) Acts of God, such as storms, hurricanes, droughts, tornados, avalanches, epidemics, land slides, floods, lightning, fire, explosion, quarantine, earthquakes, and other natural disasters;

(ii) Sabotage or destruction by a third Person of facilities and equipment relating to the performance by the affected Party of its obligations under this Agreement;

(iii) War (declared or undeclared), insurrection, acts of terrorism, rebellion, blockades, embargoes, fires, explosions, adverse geological or underground conditions, riot, acts of a public enemy or other civil disturbance;

(iv) Strike, walkout, lockout or other significant labor dispute;

(v) (A) Loss or damage of materials or equipment in transit or inability to procure materials or equipment, (B) chemical or radioactive contamination of materials, equipment or sites or (C) inability to conduct studies or interconnect or test facilities due to delay by any third Person;

(vi) (A) Action or inaction of a Governmental Authority (including a Party’s failure or delay in receiving or renewing any Governmental Approval), (B) changes in any Governmental Approval or the conditions imposed thereunder or (C) any material legislative, judicial or administrative change in any Applicable Law existing as of the Effective Date, any material change in the enforcement, interpretation or application of any Applicable Law existing as of the Effective Date by the relevant Governmental Authority, or the enactment of any Applicable Law on or after the Effective Date;

(vii) A material adverse change or effect in the banking, institutional or capital markets in general; and

(viii) Action or inaction in connection with requirements from an Electric Reliability Organization applicable to the Transmission Line.

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Notwithstanding anything to the contrary in this definition, (x) Force Majeure shall not include economic hardship of a Party unless such hardship is a direct result of the event described in clause (vii) above and (y) no Party shall be prevented from claiming Force Majeure to the extent that such Party’s performance is delayed or prevented by its unwillingness to settle or otherwise resolve a strike, walkout, lockout or other significant labor dispute of its own workforce, and the settlement or resolution of such strike, walkout, lockout or significant labor dispute shall be in such Party’s sole discretion.

“ GAAP ” means generally accepted accounting principles for financial reporting in the United States of America, applied on a consistent basis.

“ GB Segment COD ” means the date that (a) the Great Basin Segments have both commenced commercial operations and satisfied the requirements for “substantial completion” (or words of similar import) as defined in and in accordance with the requirements of the applicable material construction agreements, (b) all transmission upgrades and interconnection facilities necessary to interconnect SWIP-N with the Midpoint Substation and Robinson Summit Substation have been completed and successfully tested in accordance with Prudent Utility Practices, (c) all transmission upgrades and interconnection facilities necessary to interconnect SNIP with the Harry Allen Substation and Eldorado Substation have been completed and successfully tested in accordance with Prudent Utility Practices and (d) the Great Basin Segments have both been safely and reliably energized and energy may be delivered across the interconnection facilities to the interconnection providers’ transmission systems in accordance with the applicable interconnection agreements.

“ GB Segment COD Deadline ” means the sixth (6th) anniversary of the GB Segment Financial Closing or such later date as may be determined in accordance with Section 3.07(b) .

“ GB Segment Development Costs ” means (a) the aggregate sum of costs and expenses incurred by Great Basin to complete the development of the Great Basin Segments, including (i) Great Basin’s direct internal labor costs for employees directly engaged in development efforts associated with the Great Basin Segments, (ii) third-Person costs for permitting and licensing activities, engineering, surveying, project management, legal, accounting and other professional services incurred in respect of development efforts associated with the Great Basin Segments, (iii) interest on all such costs at a rate equal to eight and fifty-eight hundredths percent (8.58%) per annum calculated from when such costs were incurred to GB Segment Financial Closing and (iv) the use of any liquidated damages, proceeds, awards or payments described in clause (b) below to pay any costs or expenses incurred by Great Basin to complete the development of the Great Basin Segments, minus (b) any liquidated damages recovered as a result of a failure of the Great Basin Segments to achieve their performance or schedule guarantees, any Insurance Proceeds, Condemnation Awards or damage or indemnity payments received in respect of the Great Basin Segments, and any proceeds for the disposition of any assets of the Great Basin Segments (together with the reduction in carrying costs resulting from the receipt of such liquidated damages, Insurance Proceeds, Condemnation Awards, damage or indemnity payments or other proceeds, as applicable); provided , however , that GB Segment Development Costs shall not include the following: (q) any lobbying costs, (r) any legal

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fees associated with Great Basin’s participation in regulatory proceedings where Great Basin is not the applicant or petitioner, (s) any gift of items, money or entertainment in connection with the Great Basin Segments, including political or campaign contributions, (t) Personal Taxes or Transfer Taxes, (u) third-Person costs, expenses and fees for lawyers, other consultants, financing parties and agents (including application and other fees and expenses in connection with any loan guarantee or other program provided by the U.S. Department of Energy), in each case, incurred by Great Basin in connection with the GB Segment Financing and the costs associated with Great Basin’s auditing and reporting requirements under this Agreement and the GB Segment Financing Agreements, (v) costs and expenses incurred in the preparation, negotiation, execution or delivery of this Agreement, (w) any amounts attributable to general administrative costs or overhead costs not associated with direct internal labor for employees directly engaged in development efforts associated with Great Basin Segments, (x) any interest or penalty imposed by any Governmental Authority, (y) any amounts incurred by Great Basin in connection with ON Line or (z) costs or expenses incurred pursuant to procurement or construction agreements or other agreements for the purchase of equipment or materials for any of the Great Basin Segments.

“ GB Segment Financial Closing ” means the occurrence of each of the following: (a) the GB Segment Security Interest has been granted to the NVE Parties and is valid, legal, perfected, in full force and effect and has the priority contemplated by Section 18.04 , each Security Document for the GB Segment Security Interest has been properly executed and delivered, and has been duly filed, registered and recorded, and Uniform Commercial Code financing statements have been duly filed, in each case in each jurisdiction as required by Applicable Law or as reasonably requested by the NVE Parties in order to grant and maintain a valid, legal and perfected Lien with the priority contemplated by Section 18.04 in respect of the GB Segment Security Interest, and each such Security Document is in full force and effect, (b) a Non-Disturbance Agreement has been delivered by each GB Segment Lender (or an agent thereof) in favor of the NVE Parties, (c) legal opinions addressing the matters set forth on Exhibit I attached hereto and otherwise in form and substance reasonably acceptable to the NVE Parties have been delivered to the NVE Parties regarding the GB Segment Security Interest and the associated Security Documents, (d) Great Basin has obtained financing for the expected full cost of the Great Basin Segments plus a reasonable contingency, (e) all GB Segment Financing Agreements required in order to obtain the financing referred to in clause (d) above have been executed and delivered by all parties thereto to each other and are in full force and effect, (f) all conditions precedent (other than customary draw conditions) under such GB Segment Financing Agreements have been satisfied or permanently waived necessary to allow Great Basin to fund the expected full cost of the Great Basin Segments, (g) the first drawdown of loans pursuant to such GB Segment Financing Agreements has occurred, (h) the GB Segment Lenders (other than any Affiliated Lender) have delivered a certificate stating or Great Basin has delivered such other evidence demonstrating, in each case that is reasonably satisfactory to the NVE Parties, that each of clauses (d)-(g) above has occurred, and (i) full notice to proceed has been issued under all critical construction contracts for either Great Basin Segment.

“ GB Segment Financial Closing Deadline ” means March 31, 2014 or such later date as may be determined in accordance with the terms set forth in this Agreement.

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“ GB Segment Financing ” means the financing or refinancing (including working capital facilities not to exceed fifteen million Dollars ($15,000,000) and interest rate hedging facilities and related letters of credit) for the construction, operation or capital repairs of the Great Basin Segments.

“ GB Segment Financing Agreements ” means all financing and equity contribution agreements for the GB Segment Financing.

“ GB Segment Intercreditor Agreement ” means an intercreditor agreement to be executed and delivered by the NVE Parties, Great Basin and the GB Segment Lenders (or an agent thereof).

“ GB Segment Lenders ” means the Persons providing loans or other credit or interest rate hedging facilities under the GB Segment Financing Agreements; provided , however , that no Affiliated Lender shall be a GB Segment Lender, unless (for so long as such GB Segment Lender is an Affiliated Lender) (a) such Affiliated Lender (i) has no voting, approval or consent rights with respect to any provision of this Agreement that is subject to the GB Segment Lenders’ vote, approval or consent under the terms of this Agreement, (ii) has no voting, approval or consent rights with respect to the exercising of any remedy under any security document in connection with the GB Segment Financing, and (iii) has no voting, approval or consent rights, and does not participate, with respect to any decision to issue any certificate contemplated by clause (h) of the definition GB Segment Financial Closing, and (b) the aggregate amount of the GB Segment Financing held directly or indirectly by all Affiliated Lenders is equal to or less than one-third (1/3) of the principal amount of the GB Segment Financing; provided , further , however , that any Affiliated Lender that is a GB Segment Lender shall be entitled to benefit from any and all waivers, consents, amendments and remedies granted or exercised by the other GB Segment Lenders on a pro rata and pari passu basis.

“ GB Segment Security Interest ” has the meaning set forth in Section 18.04(a) .

“ GB Segment Security Interest Cap ” has the meaning set forth in Section 18.04(a) .

“ Governmental Approvals ” means any licenses, approvals, consents, exemptions, agreements, authorizations or permits of, notifications to or filings or registrations with, any Governmental Authority relating to the Transmission Line (or any portion thereof).

“ Governmental Authority ” means any executive branch, legislature, court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States of America or other country or any domestic state, county, city or other political subdivision or similar governing entity.

“ Gratuity ” means any gift of items, money or entertainment intended to improperly influence the award of a contract or to improperly obtain favorable treatment under a contract in a manner that violates Applicable Law.

“ Great Basin ” has the meaning set forth in the preface to this Agreement.

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“ Great Basin Manager ” has the meaning set forth in Section 4.02(a) .

“ Great Basin O&M Costs ” means all costs and expenses under the Balancing Authority Area Services Agreement and the aggregate sum of all costs and expenses for all Operating Activities, maintenance, capital repairs, BLM lease payments, property taxes, payments for utilities, costs of obtaining and maintaining any required Governmental Approvals, insurance premiums, licensing fees and other fees, consulting and professional fees and expenses necessary for management and operation, in each case, in respect of any Great Basin Segment.

“ Great Basin Segments ” means the SWIP-N and SNIP collectively, including, in each case, any fiber optic line comprising SWIP-N and SNIP, any microwave communication system comprising SWIP-N and SNIP and any and all assets, interests and property rights (real and personal and tangible and intangible) comprising SWIP-N and SNIP and any and all leasehold and other possessory interest in the rights-of-way, agreements, Governmental Approvals for the Great Basin Segments, and books and records, work product, depreciation and other tax benefits, in each case, comprising SWIP-N and SNIP, as further described in Schedule 1 .

“ Harry Allen Substation ” means the substation owned by NPC located just north of Las Vegas in Clark County, Nevada and commonly known as the “Harry Allen Substation.”

“ Hazardous Substance ” means: (a) any petroleum or petroleum products, flammable materials, explosives, radioactive materials, friable asbestos, urea formaldehyde foam insulation and transformers or other equipment that contain dielectric fluid containing polychlorinated biphenyls (PCBs) in regulated concentrations; (b) any chemicals or other materials or substances which are now or hereafter become defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “extremely hazardous wastes,” “restricted hazardous wastes,” “toxic substances,” “toxic pollutants,” “contaminants,” “pollutants” or words of similar import under any Environmental Law; and (c) any other chemical or other material or substance, exposure to which is now or hereafter prohibited, limited or regulated as such under any Environmental Law, including the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq., the Comprehensive Environmental Response Compensation and Liability Act, 42 U.S.C. Section 9601 et seq, or any similar state statute.

“ Incremental Cost Differential ” means an amount (if any) equal to any Net Actual Costs in excess of the greater of (a) the ON Line Budget and (b) the Anticipated Investment for ON Line.

“ Indemnified Persons ” has the meaning set forth in Section 12.01(a) .

“ Indemnifying Party ” has the meaning set forth in Section 12.01(b) .

“ Independent Auditor ” has the meaning set forth in Section 2.02(e) .

“ Independent Contractor ” means any independent contractor retained pursuant to a Maintenance Agreement to maintain the Transmission Line (or any portion thereof).

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“ Initial Cost Differential ” means the lesser of (a) any amount by which the Anticipated Investment for ON Line exceeds the ON Line Budget and (b) any amount by which the Net Actual Costs exceed the ON Line Budget.

“ Insurance Plan ” means the insurance plan set forth as Exhibit D , as such plan may be amended from time to time and approved by the Management Committee.

“ Insurance Proceeds ” means any insurance proceeds paid pursuant to insurance policies maintained in accordance with the Insurance Plan.

“ Interconnection Agreements ” means the Robinson Summit Substation Transmission Interconnection Agreement, effective as of the date approved by FERC, entered into by and among SPPC (in its capacity as the interconnection provider), Great Basin, SPPC (in its capacity as an owner of ON Line) and NPC (in its capacity as an owner of ON Line) and the Harry Allen Transmission Interconnection Agreement, effective as of the date approved by FERC, entered into by and among NPC (in its capacity as the interconnection provider), Great Basin and NPC (in its capacity as an owner of ON Line) and SPPC (in its capacity as an owner of ON Line), in each case, as approved by FERC.

“ Intercreditor Agreements ” means the ON Line Intercreditor Agreement and the GB Segment Intercreditor Agreement.

“ Investment Grade Credit Rating ” means, with respect to a Person, a then assigned credit rating of such Person based on its long-term, senior, secured or unsecured non-credit-enhanced, indebtedness equal to “Baa3” or above from Moody’s Investor Services, Inc. (or any successor) or “BBB-” or above from Standard & Poor’s Ratings Group, a division of McGraw Hill, Inc. (or any successor); provided , however , that if neither of such credit ratings is published for such Person, then the Investment Grade Credit Rating for such Person means a then assigned credit rating of such Person based on its long-term, senior, secured or unsecured non-credit-enhanced, indebtedness equal to “BBB-” or above as determined by, in the case of an Eligible Assignee, the NVE Parties and, in the case of Section 11.02(c) , each other Party, in each case, in accordance with its internal policies and procedures for determining implied credit ratings.

“ IP License Agreement ” means the Intellectual Property License Agreement, dated as of the date hereof, by and among the NVE Parties and Great Basin.

“ kV ” means kilovolt.

“ Land Contracts ” means the easements, leases, licenses, instruments, agreements, and documents that grant rights in the ON Line ROW necessary or desirable for the development, construction, ownership and management of ON Line, including ingress to and egress from the ON Line ROW.

“ Las Vegas Courts ” has the meaning set forth in Section 19.02(b)(v) .

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“ Lien ” means any mortgage, lien, pledge, charge, claim, security interest or other encumbrance, including any liens for taxes and assessments, builder, mechanic, warehouseman, materialman, contractor, workman, repairman or carrier liens or other similar liens or claims.

“ Loss Threshold ” means any Event of Loss or Condemnation Action occurring in respect of (a) ON Line (or any portion thereof) with an estimated cost to repair or replace the affected portion of eighty million Dollars ($80,000,000) or, if the estimated cost to repair or replace exceeds twenty million Dollars ($20,000,000), with an estimated period of time required to repair or replace the affected portion of three (3) years, (b) SNIP (or any portion thereof) with an estimated cost to repair or replace the affected portion of thirty-two million Dollars ($32,000,000) or, if the estimated cost to repair or replace exceeds eight million Dollars ($8,000,000), with an estimated period of time required to repair or replace the affected portion of three (3) years or (c) SWIP-N (or any portion thereof) with an estimated cost to repair or replace the affected portion of eighty million Dollars ($80,000,000) or, if the estimated cost to repair or replace exceeds twenty million Dollars ($20,000,000), with an estimated period of time required to repair or replace the affected portion of three (3) years (such Dollar thresholds to be adjusted upward annually by a factor of two percent (2%) per annum from and after the first (1st) anniversary of ON Line COD).

“ Loss Threshold Deadlock ” means the Parties are unable to reach agreement regarding any determination of whether an Event of Loss or Condemnation Action exceeded a Loss Threshold.

“ Maintenance Agreement ” means any separate agreement between a Party and an Independent Contractor, relating to the maintenance of the Transmission Line (or any portion thereof) as may be in effect from time to time.

“ Management Committee ” means the management committee established pursuant to Section 8.01(a) .

“ Managing Party ” means, subject to Section 16.02(e) , (a) through the Acquisition Closing Date, Great Basin and (b) after the Acquisition Closing Date to ON Line COD, NPC.

“ Material Adverse Effect ” means a material adverse effect on (a) ON Line or the development, construction, ownership, management, operation, maintenance, use or economic viability thereof, (b) the ability of the Parties to perform their respective material obligations under this Agreement, (c) the ability of any party to enter into any ON Line Agreement or perform its material obligations under any ON Line Agreement, (d) the ability to obtain, maintain or comply in any material respect with any material Governmental Approval for ON Line or (e) the validity or enforceability of this Agreement or any of the ON Line Agreements, or the rights or remedies of the parties hereunder or thereunder.

“ Material Construction Contract ” means each of the Substation Construction Contract, the Transmission Line Construction Contract, the Tower Supply Agreements and the Other Supply Agreements.

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“ Material Construction Contractor ” means each of the Substation Construction Contractor, the Transmission Line Construction Contractor, the Tower Suppliers and the Other Suppliers.

“ Material Event ” means any breach of or default under, or notice of force majeure or other material communication with respect to, any ON Line Agreement, any litigation pending or threatened in writing or proceeding of a Governmental Authority pending or threatened in writing affecting the Transmission Line, any material Condemnation Action or Event of Loss and any citation or notice of material noncompliance with Applicable Law.

“ Microwave Capacity ” means the maximum microwave communication system capacity of the Transmission Line (or applicable portion thereof).

“ Midpoint Substation ” means the substation owned by Idaho Power Company located north of Twin Falls in Jerome County, Idaho and commonly known as the “Midpoint Substation.”

“ Monthly Payment ” has the meaning set forth in Section 3.06(a) .

“ Monthly Payment Period ” has the meaning set forth in Section 3.06(a) .

“ Monthly/Quarterly Report ” has the meaning set forth in Section 9.01 .

“ MOU ” means the Memorandum of Understanding Regarding Potential Transmission Use Agreement, dated as of December 30, 2009, by and among the Parties.

“ MW ” means megawatt.

“ NERC ” means the North American Electric Reliability Corporation.

“ Net Actual Costs ” means an amount equal to the aggregate of all Development Costs, all Pre-Closing Costs and all Post-Closing Costs, minus an aggregate amount equal to all Cost Reductions received by a Party in respect of ON Line Activities.

“ Net Capital Repair Costs ” means all Capital Repair Costs incurred by a Party, minus an aggregate amount equal to all Cost Reductions received by a Party in respect of Capital Repairs.

“ Net Condemnation Action Costs ” means all Condemnation Action Costs incurred by a Party, minus an aggregate amount equal to all Cost Reductions received by a Party in respect of any Condemnation Action.

“ Net Event of Loss Costs ” means all Event of Loss Costs incurred by a Party, minus an aggregate amount equal to all Cost Reductions received by a Party in respect of any Event of Loss.

“ Non-Contributing Party ” has the meaning set forth in Section 5.07(a) .

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“ Non-Disturbance Agreement ” has the meaning set forth in Section 18.03 .

“ Notice ” has the meaning set forth in Section 19.02(a) .

“ NPC ” has the meaning set forth in the preface to this Agreement.

“ NPC Manager ” has the meaning set forth in Section 4.02(b) .

“ NPC Purchase Price ” has the meaning set forth in Section 2.01(b) .

“ NVE Lenders ” means the Persons making available funds to the NVE Parties (or any one of them individually) or any of their respective Affiliates through loans, debt securities or other credit facilities before or after the Effective Date, including holders of securities issued under their respective General and Refunding Mortgage Indentures, dated as of May 1, 2001.

“ NVE Parent ” means NV Energy, Inc., a Nevada corporation.

“ NVE Parties ” has the meaning set forth in the preface to this Agreement.

“ NVE Project ” has the meaning set forth in the recitals of this Agreement.

“ NVE WACC ” means the weighted average cost of capital for NPC as of the first day of the calendar year in which the relevant expenditure occurred, as determined in NPC’s regulatory case that sets such cost for the first day of the applicable year, with the return on equity component grossed up for income taxes by dividing the return on equity component by an amount equal to one (1) minus the Effective Tax Rate.

“ Offer Notice ” means any ROFR Offer Notice or ROFO Offer Notice, as applicable.

“ Offered Interest ” means any ROFR Offered Interest or ROFO Offered Interest, as applicable.

“ On-Going GBT Costs ” means costs, expenses and fees paid to unaffiliated third-Persons reasonably incurred by Great Basin after ON Line COD associated with (i) Great Basin’s auditing and reporting requirements under this Agreement or (ii) the ON Line Financing Agreements, which are, in each case, actual, verifiable costs paid to unaffiliated third-Persons in a single fiscal year, but shall not include any costs of carrying such third-Person costs; provided , however , that On-Going GBT Costs shall not include any costs that, in the aggregate, exceed in a single fiscal year an amount equal to the product of (a) one hundred twenty-five thousand Dollars ($125,000) and (b) the Price Index.

“ ON Line ” means any and all assets, interests and property rights (real and personal and tangible and intangible) comprising SWIP-S (to be renamed the “One Nevada Transmission Line” pursuant to Section 4.08 ), including any fiber optic line comprising SWIP-S, any microwave communication system comprising SWIP-S and any and all leasehold or other possessory interest in the ON Line ROW, ON Line Agreements, Governmental Approvals for ON Line, Books and Records, Work Product and depreciation and other tax benefits, as further

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described in Schedule 1 . For the avoidance of doubt, ON Line does not include the NVE Project, Excluded Agreements or any information licensed to Great Basin under the IP License Agreement.

“ ON Line Account ” has the meaning set forth in Section 5.03(b) .

“ ON Line Activities ” means all activities undertaken in connection with (a) the development, construction, testing and starting up of ON Line prior to the commencement of the Operating Period and (b) the development of the NVE Project through the Acquisition Closing; provided , however , that ON Line Activities shall not include any activities contemplated by the Excluded Agreements or any activities undertaken in connection with Capital Repairs, an Event of Loss or Condemnation Action.

“ ON Line Agreement ” means an agreement (other than this Agreement) entered into by a Party in connection with the ON Line Activities (excluding development of the NVE Project), Capital Repairs or work resulting from any Event of Loss or Condemnation Action on ON Line, including each Material Construction Contract, Interconnection Agreement, Land Contract and the IP License Agreement; provided , however , that ON Line Agreements do not include any Excluded Agreements.

“ ON Line Budget ” means the budget attached hereto as Exhibit A (as amended from time to time in accordance with the provisions hereof) consisting of line item estimates of all ON Line Costs required to be funded by the Parties hereunder, including allowances for escalation (where applicable) and contingency, in each case, that are calculated in accordance with prudent estimating practices, but shall not include any Carrying Costs.

“ ON Line COD ” means the date that (a) ON Line commences commercial operation and satisfies the requirements for “substantial completion” (or words of similar import) as defined in and in accordance with each Material Construction Contract, (b) all additions, modifications and changes to the NVE Parties’ transmission systems necessary to interconnect ON Line with the Robinson Summit Substation and the Harry Allen Substation have been completed and successfully tested in accordance with Prudent Utility Practices and (c) ON Line is safely and reliably energized and energy may be delivered across such interconnection facilities to the NVE Parties’ transmission systems in accordance with the Interconnection Agreements.

“ ON Line Costs ” means costs and expenses incurred to complete the ON Line Activities, including each Party’s (a) direct internal labor costs for employees directly engaged in performing the ON Line Activities insofar as such costs are subject to reimbursement pursuant to Section 5.01(d) , (b) third-Person costs for permitting and licensing activities, engineering, surveying, project management, legal, accounting and other professional services incurred in respect of the performance of ON Line Activities, (c) costs and expenses incurred pursuant to ON Line Agreements entered into in respect of ON Line Activities, (d) costs and expenses required during an emergency to protect human life in connection with ON Line, protect against or mitigate serious loss or damage to ON Line, comply with Applicable Law for ON Line and prevent or mitigate damage to the environment or to the property of others caused by ON Line and (e) amounts payable prior to ON Line COD for BLM lease payments, property Taxes and

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sales Taxes; provided , however , that ON Line Costs shall not include the following: (n) any costs or expenses incurred under the Balancing Authority Area Services Agreement or in providing Balancing Area services thereunder, (o) Event of Loss Costs or Condemnation Action Costs, (p) any costs or expenses incurred to complete the ON Line Activities prior to January 1, 2010 other than Development Costs, (q) any lobbying costs, (r) any legal fees associated with Great Basin’s participation in regulatory proceedings where such participation has not been approved in advance by the Management Committee or the NVE Parties’ participation in regulatory proceedings where the NVE Parties are not the applicant/petitioner or are not required to participate, (s) any gift of items, money or entertainment in connection with ON Line, including political or campaign contributions, (t) Personal Taxes or Transfer Taxes, (u) third-Person costs, expenses and fees for lawyers, other consultants, financing parties and agents (including application and other fees and expenses in connection with any loan guarantee or other program provided by the U.S. Department of Energy), in each case, incurred by any Party in connection with the ON Line Financing, its financing of Capital Repair Costs, all other Excluded Agreements and the costs associated with any Party’s auditing and reporting requirements under this Agreement, the ON Line Financing Agreements and its other financing agreements, including all Up-Front GBT Costs and On-Going GBT Costs, (v) costs and expenses incurred in the preparation, negotiation, execution or delivery of this Agreement, (w) any amounts attributable to general administrative costs or overhead costs not associated with direct internal labor for employees directly engaged in the performance of ON Line Activities, (x) any amounts incurred by Great Basin in connection with the Great Basin Segments, (y) any interest or penalty imposed by any Governmental Authority and (z) any interest or costs associated with carrying such costs and expenses, including Carrying Costs.

“ ON Line Financial Closing ” means the occurrence of the following: (a) Great Basin has obtained debt and equity financing in an amount equal to at least seventy-five percent (75%) of the expected Post-Closing Costs as set forth in the ON Line Budget, (b) all ON Line Financing Agreements required in order to obtain the financing referred to in clause (a) above have been executed and delivered by all parties thereto to each other and are in full force and effect, (c) all conditions precedent (other than customary draw conditions) under such ON Line Financing Agreements have been satisfied or permanently waived necessary to allow Great Basin to fund at least seventy-five percent (75%) of the expected Post-Closing Costs as set forth in the ON Line Budget, (d) the first drawdown of loans pursuant to such ON Line Financing Agreements has occurred and (e) the ON Line Lenders (other than any Affiliated Lender) have delivered a certificate stating or Great Basin has delivered such other evidence demonstrating, in each case reasonably satisfactory to the NVE Parties, that each of the foregoing has occurred.

“ ON Line Financing ” means the financing or refinancing (including working capital facilities not to exceed five million Dollars ($5,000,000) and interest rate hedging facilities and related letters of credit) obtained by Great Basin for the construction of ON Line or Capital Repairs or the working capital needs of Great Basin in respect of ON Line.

“ ON Line Financing Agreements ” means all financing and equity contribution agreements for the ON Line Financing.

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“ ON Line Intercreditor Agreement ” means an intercreditor agreement to be executed and delivered by the NVE Parties, Great Basin and the ON Line Lenders (or an agent thereof).

“ ON Line Lenders ” means the Persons (including the U.S. Department of Energy, as a loan guarantor) providing loans, other credit facilities or interest rate hedging facilities under the ON Line Financing Agreements; provided , however , that no Affiliated Lender shall be an ON Line Lender, unless (for so long as such ON Line Lender is an Affiliated Lender) (a) such Affiliated Lender (i) has no voting, approval or consent rights with respect to any provision of this Agreement that is subject to the ON Line Lenders’ vote, approval, or consent under the terms of this Agreement, (ii) has no voting, approval or consent rights with respect to the exercising of any remedy under any security document in connection with the ON Line Financing, and (iii) has no voting, approval or consent rights, and does not participate, with respect to any decision to issue any certificate contemplated by clause (e) of the definition of ON Line Financial Closing, and (b) the amount of the ON Line Financing held directly or indirectly by such Affiliated Lender is used only for funding Capital Repair Costs, Initial Cost Differentials or Incremental Cost Differentials; provided , further , however , that any Affiliated Lender that is an ON Line Lender shall be entitled to benefit from any and all waivers, consents, amendments and remedies granted or exercised by the other ON Line Lenders on a pro rata and pari passu basis.

“ ON Line Manager ” means the Great Basin Manager or the NPC Manager, as applicable.

“ ON Line ROW ” means the parcel(s) of real estate on which ON Line will be constructed and situated, including that which is more fully described in Schedule 1 .

“ ON Line Schedule ” means that certain detailed Level II schedule for the ON Line Activities, attached hereto as Exhibit C (as amended from time to time in accordance with the provisions hereof), which shall include the expected sequence of activities, durations and milestones for the construction of ON Line and incorporate the Level II critical path method schedules that represent the schedules for accomplishing, and that is the baseline schedule that forms the basis of progress for, the work to be performed under each Material Construction Contract.

“ ON Line Security Interest ” has the meaning set forth in Section 18.04(a) .

“ Operating Activities ” means all activities reasonably necessary or advisable in connection with the day-to-day (a) management, operation, inspection, cleaning and upkeep of ON Line (or any portion thereof) during the Operating Period and (b) operation of the Great Basin Segments, as further specified, but not limited to the activities set forth, in Schedule 3 ; provided , however , that Operating Activities do not include any Ancillary Services or any work resulting from any Capital Repair, Event of Loss or any Condemnation Action.

“ Operating Costs ” means the aggregate sum of all costs and expenses for all Operating Activities, BLM lease payments, property Taxes, payments for utilities, costs of obtaining and maintaining any required Governmental Approvals, insurance premiums, licensing

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fees and other fees, consulting and professional fees, and expenses necessary for the day-to-day management and operation, in each case, in respect of ON Line; provided , however , that Operating Costs shall not include (a) any amounts owing pursuant to Sections 12.01 or 12.02 , (b) any amounts paid under any Monthly Payment, (c) with regard to Great Basin, any costs that would not have been reimbursed under Section 5.01(d) , (d) any costs incurred by any Party in connection with its individual (as opposed to common) ownership or use (as opposed to operation and maintenance) of ON Line, including any costs associated with Great Basin’s Open Access Transmission Tariff, (e) any Capital Repair Costs, Event of Loss Cost or Condemnation Action Cost, (f) On-Going GBT Costs, (g) Personal Taxes or Transfer Taxes, (h) any interest or penalty imposed by any Governmental Authority and caused by Great Basin or (i) any costs incurred in connection with the operation of any Great Basin Segment.

“ Operating Period ” means the period of time commencing on the ON Line COD and ending on the date the Transmission Line is retired in accordance with this Agreement.

“ Operating Plan ” means a plan submitted to the Management Committee for review and discussion, but not approval, covering the following activities: (a) with respect to ON Line, activities related to operations and maintenance of ON Line, in accordance with Prudent Utility Practices, the NVE Parties’ transmission operating procedures and policies, and applicable NERC and/or WECC requirements, such as line patrols, vegetation management, equipment testing and inspection, insulator washing, and electric system control center coordinated operating protocols; and (b) with respect to the Great Basin Segments, activities related to operation of the Great Basin Segments, in accordance with Prudent Utility Practices, the NVE Parties’ transmission operating procedures and policies, and applicable NERC and/or WECC requirements, including electric system control center coordinated operating protocols, outage coordination, and line monitoring.

“ Operator ” means the entity responsible for operating the Transmission Line in accordance with the requirements of the Balancing Authority.

“ Option Exercise Price ” has the meaning set forth in Section 6.05(a) .

“ Other Supply Agreements ” means the agreements among NPC, Great Basin and the Other Suppliers pursuant to which the Other Suppliers will supply the balance of plant supplies, equipment and materials for ON Line.

“ Other Suppliers ” means the suppliers under the Other Supply Agreements.

“ Owners’ Engineer ” means an independent engineer selected by the Management Committee to provide assistance to any Party in connection with ON Line, including the design, engineering, construction, commissioning and start-up of ON Line.

“ Ownership Interest ” means an undivided ownership interest in ON Line.

“ Ownership Percentage ” means (a) with respect to Great Basin, seventy-five percent (75%), (b) with respect to NPC, twenty-three and seventy-five hundredths percent (23.75%) and (c) with respect to SPPC, one and twenty-five hundredths percent (1.25%), in each

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case , as such Ownership Percentage may be adjusted from time to time in accordance with Sections 5.03(d) , 5.04(c) , 13.04 , 14.04 , and 16.02(f) and set forth opposite each Party’s name on Annex A . For the avoidance of doubt, in the event one Party (or the NVE Parties) acquires all of the Ownership Interests of the other Party(ies) pursuant to this Agreement, then such Party’s (or the NVE Parties’) aggregate Ownership Percentage shall be one hundred percent (100%).

“ Partial Taking ” has the meaning set forth in Section 14.02 .

“ Party ” and “ Parties ” have the meaning set forth in the preface to this Agreement.

“ Permitted Liens ” means (a) all matters filed of record, validly existing and affecting a particular asset or property as of the Effective Date (together with such other Liens as are (i) acceptable to the NVE Parties in their sole discretion as of Acquisition Closing in the case of ON Line, and (ii) reasonably acceptable to the NVE Parties as of GB Segment Financial Closing in the case of the Great Basin Segments), (b) any Lien for Taxes not yet due or delinquent, (c) any statutory Lien (including any Liens of carriers, warehousemen, mechanics and materialmen arising in the ordinary course of business by operation of law) with respect to a liability not yet due or delinquent, (d) zoning, entitlement, conservation restriction and other land use and environmental regulations by any Governmental Authority, (e) any minor imperfection of title or other Lien which, individually or in the aggregate, would not be reasonably expected to be material, and (f) the ON Line Security Interest and the GB Segment Security Interest.

“ Permitted Transfer ” has the meaning set forth in Section 15.03 .

“ Person ” means any natural person, corporation, general partnership, limited partnership, proprietorship, limited liability company, other business organization, trust, union, association or Governmental Authority.

“ Personal Taxes ” has the meaning set forth in Section 10.01 .

“ Post-Closing Costs ” means all ON Line Costs incurred by a Party after the Acquisition Closing Date (a) in accordance with the ON Line Budget, (b) with the consent of the Management Committee or (c) that are required during an emergency to protect human life in connection with ON Line, protect against or mitigate serious loss or damage to ON Line, comply with Applicable Law for ON Line and prevent or mitigate damage to the environment or to the property of others caused by ON Line.

“ Pre-Closing Costs ” means all ON Line Costs incurred by a Party from January 1, 2010 through the Acquisition Closing Date (a) in accordance with the ON Line Budget, (b) with the consent of the Management Committee or (c) that are required during an emergency to protect human life in connection with ON Line, protect against or mitigate serious loss or damage to ON Line, comply with Applicable Law for ON Line and prevent or mitigate damage to the environment or to the property of others caused by ON Line.

“ Price Index ” means the ratio of the Gross Domestic Product – Implicit Price Deflator published in the National Income and Product Account by the U.S. Department of

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Commerce on the date of determination relative to such Gross Domestic Product – Implicit Price Deflator value on January 1, 2013.

“ Project Account ” means, as applicable, the ON Line Account, the Capital Repair Account and any other accounts approved by the Management Committee. For the avoidance of doubt, any Wind-Up Reserve Account or account that is only holding funds for Operating Costs shall not be a Project Account.

“ Project Budget ” means the ON Line Budget, each Capital Repair Budget, any Event of Loss Budget and any Condemnation Action Budget.

“ Project Company ” has the meaning set forth in Section 8.03(a) .

“ Prudent Utility Practices ” shall mean any of the acts, practices, methods, equipment, materials, specifications and standards engaged in or approved in connection with a significant portion of the electric utility industry which, as applicable, in the exercise of professional judgment in light of the facts known at the time a decision was made, could have been expected to accomplish the desired result in a manner consistent with Applicable Laws, Electric Reliability Organization requirements, reliability, safety, performance, dependability, efficiency, environmental protection, economy and expedition. Prudent Utility Practices are not intended to be limited to the optimum practice or method to the exclusion of other practices or methods, but rather to be a spectrum of possible but reasonable practices and methods.

“ PUCN ” means the Public Utilities Commission of Nevada.

“ PUCN Approval ” means that the PUCN has issued an order on terms that are acceptable to the NVE Parties in their sole discretion approving (a) in the case of the initial PUCN approval, this Agreement and all transactions and payments contemplated herein and (b) in the case of any PUCN approval associated with any subsequent Transfer to or by the NVE Parties (or any one of them individually) of Ownership Interests pursuant to the terms of this Agreement, the acquisition of, and purchase price paid for, such Ownership Interests and the NVE Parties’, as applicable, additional investment in ON Line.

“ Receiving Party ” has the meaning set forth in Section 20.08(a) .

“ Reconciliation Statement ” has the meaning set forth in Section 2.02(d) .

“ Representative ” has the meaning set forth in Section 8.01(a) .

“ Required Consents ” means any consents required to assign to NPC an interest in any ON Line Agreement, as contemplated hereby, which are set forth in the Disclosure Schedules.

“ Robinson Summit Location ” means a proposed location for the construction of the Robinson Summit Substation, which is generally described as Section 12, Township 17 North, Range 60 East, MDB&M, White Pine County, Nevada, it being understood that such

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location will be more specifically described in BLM right-of-way grant and/or serial number N-82076 when issued by BLM.

“ Robinson Summit Substation ” means a proposed substation to be located near Ely in White Pine County, Nevada, which will be originally constructed as part of ON Line and upgraded as part of the Great Basin Segments, as further described in Schedule 1 .

“ ROFO Offer Deadline ” has the meaning set forth in Section 15.02(b)(ii) .

“ ROFO Offer Notice ” has the meaning set forth in Section 15.02(b)(i) .

“ ROFO Offered Interest ” has the meaning set forth in Section 15.02(b)(i) .

“ ROFO Return Notice ” has the meaning set forth in Section 15.02(b)(ii) .

“ ROFR Offer Deadline ” has the meaning set forth in Section 15.02(a)(i) .

“ ROFR Offer Notice ” has the meaning set forth in Section 15.02(a)(i) .

“ ROFR Offered Interest ” has the meaning set forth in Section 15.02(a)(i) .

“ ROFR Return Notice ” has the meaning set forth in Section 15.02(a)(ii) .

“ Rules ” has the meaning set forth in Section 19.02(b)(i) .

“ SEC ” means the United States Securities and Exchange Commission.

“ Security Documents ” has the meaning set forth in Section 18.04(f) .

“ Shared Liability ” has the meaning set forth in Section 12.02 .

“ SNIP ” has the meaning set forth in the recitals to this Agreement.

“ SNIP Agreement ” has the meaning set forth in Section 6.05(b)(iv)(1) .

“ SNIP Option ” has the meaning set forth in Section 6.05(a) .

“ SNIP Option Closing ” means the Transfer by NPC and the purchase by Great Basin of the Applicable Centennial Phase 3 Rights.

“ SNIP Option Closing Date ” means the date upon which the SNIP Option Closing occurs.

“ SNIP Option Right Transfer ” has the meaning set forth in Section 6.05(d) .

“ SPPC ” has the meaning set forth in the preface to this Agreement.

“ SPPC Purchase Price ” has the meaning set forth in Section 2.01(b) .

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“ Step-In Party ” means either Great Basin or NPC, whichever is stepping-in to take over the responsibilities of the non-performing Party at the applicable time.

“ Substation Construction Contract ” means the agreement among NPC, Great Basin and the Substation Construction Contractor pursuant to which the Substation Construction Contractor will perform procurement and construction services for the Robinson Summit Substation and pursuant to the Interconnection Agreement for the Robinson Summit Substation.

“ Substation Construction Contractor ” means the contractor under the Substation Construction Contract.

“ SWIP-N ” has the meaning set forth in the recitals to this Agreement.

“ SWIP-S ” has the meaning set forth in the recitals to this Agreement.

“ Taxes ” has the meaning set forth in Section 10.01 .

“ Term ” has the meaning set forth in Section 11.01 .

“ Terminated Capacity ” has the meaning set forth in Section 16.02(h) .

“ Termination Date ” has the meaning set forth in Section 11.01 .

“ Termination Payment ” has the meaning set forth in Section 16.02(h) .

“ Thirtymile Location ” means a proposed location for the construction of the Robinson Summit Substation described in BLM right-of-way grant number N-85210.

“ Total Costs ” means an amount equal to the sum of Net Actual Costs, Net Capital Repair Costs, Net Event of Loss Costs and Net Condemnation Action Costs.

“ Tower Suppliers ” means the tower suppliers under the Tower Supply Agreements.

“ Tower Supply Agreements ” means the agreements among NPC, Great Basin and the Tower Suppliers pursuant to which the Tower Suppliers will supply the towers for ON Line.

“ Transfer ” means to offer, sell, transfer, assign or dispose of (by operation of law or otherwise), or make any exchange, gift, assignment or pledge of, or grant any Lien on, all or any part of (a) with respect to a Party, such Party’s Ownership Interests or the Applicable Centennial Phase 3 Rights or any of such Party’s rights or obligations under this Agreement or any ON Line Agreement and (b) with respect to Great Basin, Great Basin’s ownership interests in the Great Basin Segments; provided , however , that a Transfer shall not include any transaction contemplated by Section 15.01(c) .

“ Transfer Taxes ” has the meaning set forth in Section 10.05 .

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“ Transferring Party ” means a Party making or contemplating making a Transfer in accordance with this Agreement.

“ Transmission Improvement ” has the meaning set forth in Section 6.01 .

“ Transmission Line ” means ON Line and the Great Basin Segments, collectively.

“ Transmission Line Construction Contract ” means the agreement among NPC, Great Basin and the Transmission Line Construction Contractor pursuant to which the Transmission Line Construction Contractor will provide all procurement and construction services for ON Line (except to the extent that such services will be provided by the Substation Construction Contractor, the Tower Suppliers or the Other Suppliers).

“ Transmission Line Construction Contractor ” means the contractor under the Transmission Line Construction Contract.

“ Transmission Losses ” has the meaning set forth in Section 7.06 .

“ Uniform System of Accounts ” means the uniform system of accounts as adopted by FERC for electric utilities.

“ Unpaid Contribution ” has the meaning set forth in Section 5.07(a) .

“ Up-Front GBT Costs ” means third-Person costs, expenses and fees for lawyers, other consultants, financing parties and agents reasonably incurred by Great Basin in connection with closing the ON Line Financing that are actual, verifiable costs paid to unaffiliated, third-Persons in respect of the ON Line Financing (in each case, other than any costs (i) included in Development Costs or (ii) incurred prior to January 1, 2010 in excess of one million Dollars ($1,000,000) in the aggregate) plus Great Basin’s cost of carrying such costs from the date incurred through ON Line COD at a rate equal to eight and eight hundredths percent (8.08%) per annum; provided , that such Up-Front GBT Costs shall be no greater than the lesser of (a) the amount (if any) by which the Anticipated Investment for ON Line is greater than the Net Actual Costs and (b) seven million Dollars ($7,000,000). For the avoidance of doubt, if the Net Actual Costs are equal to or greater than the Anticipated Investment for ON Line, then Up-Front GBT Costs shall equal zero.

“ WECC ” means Western Electricity Coordinating Council.

“ Willful Misconduct/Gross Negligence ” means any action taken or not taken by the Managing Party, either NVE Party or Great Basin in its performance or non-performance of its obligation as the Managing Party, as the Operator of the Transmission Line or maintainer of ON Line or in connection with its obligations under Sections 13.04 and 14.04 and as maintainer of the Great Basin Segments, respectively, under this Agreement or any ON Line Agreement, which action:

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(a) (i) is knowingly or intentionally taken or not taken with conscious indifference to the consequences thereof or with intent that injury or damage would result or would probably result therefrom or (ii) constitutes gross negligence; and

(b) has been determined by final arbitration award or final judgment or judicial decree to be a default under this Agreement or any ON Line Agreement and which action occurs or continues beyond the time specified in such arbitration award or judgment or judicial decree for curing such default.

For the avoidance of doubt, the phrase “Willful Misconduct/Gross Negligence” does not include any act or failure to act which is merely involuntary, accidental or negligent or which is caused by Force Majeure.

“ Wind-Up Events ” has the meaning set forth in Section 11.02(b) .

“ Wind-Up Reserve Account ” has the meaning set forth in Section 11.02(c) .

“ Withdrawing Party ” has the meaning set forth in Section 13.05(a) .

“ Work Product ” means all the plans, drawings, designs, data, information, studies, analyses, work product and reports (in any form) developed by any Party or its Affiliates in connection with ON Line and developed under any ON Line Agreement (subject to the terms thereof), other than studies, reports, analyses, models, internal projections and other similar documentation licensed to Great Basin pursuant to the IP License Agreement or that is solely for a Party’s internal analysis, reporting or management purposes or that is prepared in connection with the role of the NVE Parties as transmission providers or as generation owners.

1.02 Interpretations

. In this Agreement, unless a clearly contrary intention appears (a) the singular number includes the plural number and vice versa; (b) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity; (c) reference to any gender includes each other gender; (d) reference to any agreement (including this Agreement), document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof and, if applicable, the terms hereof; (e) reference to any Article, Section, Schedule, Annex or Exhibit means such Article, Section, Schedule, Annex or Exhibit to this Agreement and references in any Article, Section, Schedule, Annex, Exhibit or definition to any clause means such clause of such Article, Section, Schedule, Annex, Exhibit or definition; (f) “hereunder”, “hereof”, “hereto”, “herein”, “herefrom” and words of similar import are reference to this Agreement as a whole and not to any particular Article, Section, Schedule, Annex or Exhibit or other provision hereof; (g) relative to the determination of any period of time, “from” means “from and including,” “to” means “to but excluding” and “through” means “through and including”; (h) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term; (i) reference to any Applicable Law means such Applicable Law as amended, modified, codified or reenacted, in whole or in part, and in effect from time to time, and includes any rules and regulations promulgated thereunder; and (j) Total Costs, Net Actual Costs, Net

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Capital Repair Costs, Net Event of Loss Costs and Net Condemnation Action Costs, as applicable, paid or funded by a Party shall mean such costs as reduced by Cost Reductions received by such Party (but without duplication, in the event any such Cost Reductions have already been taken into account by virtue of the definition thereof or any of the subcomponents thereof) and after giving effect to the Closing Payments and any related adjustment received pursuant to Section 2.02(d) .

ARTICLE II

ACQUISITION OF ON LINE

2.01 Acquisition; Purchase Price

(a) On the Acquisition Closing Date and on the terms and subject to the conditions set forth in this Agreement, NPC shall purchase from Great Basin, and Great Basin shall sell to NPC, an Ownership Interest in the amount of NPC’s Ownership Percentage and SPPC shall purchase from Great Basin, and Great Basin shall sell to SPPC, an Ownership Interest in the amount of SPPC’s Ownership Percentage, in each case free and clear of all Liens (other than Permitted Liens).

(b) The purchase price of the Ownership Interest acquired at Acquisition Closing by (i) NPC shall be equal to the aggregate of all costs set forth on the Cost Detail Statements (as adjusted by the Cost Detail Reconciliation Statements) of the Parties multiplied by NPC’s Ownership Percentage (the “ NPC Purchase Price ”) and (ii) SPPC shall be equal to the aggregate of all costs set forth on the Cost Detail Statements (as adjusted by the Cost Detail Reconciliation Statements) of the Parties multiplied by SPPC’s Ownership Percentage (the “ SPPC Purchase Price ”).

2.02 Closing Payments; Closing Payment Adjustments

(a) Cost Detail Statements . No less than twenty (20) Business Days before the anticipated Acquisition Closing Date, each Party shall deliver to the other Parties a detailed statement (each, a “ Cost Detail Statement ”) setting forth all of such Party’s (i) Development Costs, (ii) Pre-Closing Costs incurred prior to the date of such Cost Detail Statement (which shall be no more than five (5) days prior to the date of delivery), (iii) good faith estimate of the Pre-Closing Costs that will be incurred by such Party from the date of such Cost Detail Statement through the Acquisition Closing Date and (iv) Carrying Costs associated with all such Development Costs and Pre-Closing Costs through the Acquisition Closing Date; provided , however , that the aggregate amount of such costs set forth on the Cost Detail Statement shall be reduced by the amount of any Cost Reductions received (or expected to be received) by a Party prior to Acquisition Closing. Each Party shall promptly provide the other Parties with access to, and copies of, all reasonably requested documentation in support of such Party’s Cost Detail Statement. The Parties shall work in good faith to promptly resolve any Dispute concerning any Cost Detail Statement, and shall revise any disputed Cost Detail Statement to account for the resolution of the applicable Dispute.

(b) Closing Statement . No less than the later of (i) five (5) Business Days before the anticipated Acquisition Closing Date and (ii) ten (10) Business Days after

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receipt of Great Basin’s Cost Detail Statement and resolution of any timely made Disputes regarding any Cost Detail Statement, NPC shall deliver a statement (the “ Closing Statement ”) to the Parties setting forth the aggregate of all costs and Cost Reductions set forth on the Cost Detail Statements of the Parties and each payment (each, a “ Closing Payment ”) to be made by a Party (if any) such that, after the making of each such payment, each Party will have borne an amount equal to the aggregate of all costs set forth on the Cost Detail Statements of the Parties (after accounting for the effect of any Cost Reductions) multiplied by such Party’s Ownership Percentage.

(c) Closing Payments . At the Acquisition Closing, and in consideration for consummating the Acquisition Closing, each Party shall make any Closing Payment required by it on the Closing Statement (if any) to the Parties required by the Closing Statement.

(d) Reconciliation . No more than fifteen (15) Business Days following the Acquisition Closing Date, each Party shall deliver to the other Parties a detailed statement of the Pre-Closing Costs, Carrying Costs associated with such Pre-Closing Costs and Cost Reductions that it incurred or received from the date of such Party’s Cost Detail Statement through the Acquisition Closing Date (each, a “ Cost Detail Reconciliation Statement ”). Each Party shall promptly provide the other Parties with access to, and copies of, all reasonably requested documentation in support of such Party’s Cost Detail Reconciliation Statement. No more than fifteen (15) Business Days after the receipt of the last Cost Detail Reconciliation Statement, NPC shall deliver a statement (the “ Reconciliation Statement ”) to the Parties setting forth the amount that any Party owes to any other Party so that each Party will have borne an amount equal to the aggregate of all costs set forth on the Cost Detail Statements (after accounting for the effect of any Cost Reductions) of the Parties (adjusted by the difference in the amounts set forth in each Party’s Cost Detail Reconciliation Statement and the corresponding amount set forth in such Party’s Cost Detail Statement) multiplied by such Party’s Ownership Percentage. The Parties shall work in good faith to promptly resolve any Dispute concerning any Cost Detail Reconciliation Statement or the Reconciliation Statement. All portions of the Reconciliation Statement (other than portions being disputed by a Party in good faith) shall be paid within twenty (20) Business Days following receipt of the Reconciliation Statement. Any disputed portion of the Reconciliation Statement that is later resolved shall be paid within five (5) Business Days after the resolution of such Dispute or within twenty (20) Business Days following receipt of the Reconciliation Statement, whichever occurs later.

(e) Audit Rights . Each Party shall keep reasonably detailed records of its Pre-Closing Costs, the Carrying Costs associated with the Development Costs and Pre-Closing Costs and any Cost Reductions and shall provide such records to the other Parties upon request. All such costs and reductions giving rise to any amounts paid under this Section 2.02 shall be subject to audit by internal auditors or an independent third-Person expert payable by the requesting Party at reasonable times and upon reasonable prior written notice to the other Parties at any time prior to the eighth (8th) anniversary of ON Line COD; provided , however , that if the amount owed by the audited Party exceeds one hundred thousand Dollars ($100,000), the audited Party shall pay all reasonable audit costs. If a Dispute arises in connection with any audit conducted pursuant to this Section 2.02(e) and such Dispute remains outstanding for thirty (30) days following the conclusion of such audit, such Dispute may be referred to Ernst & Young

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LLP , or, if Ernst & Young LLP is unable or unwilling to act or is providing services to a Party and/or its Affiliates at such time or during the three (3) years immediately preceding such time, such other independent auditing firm agreeable by all Parties (in either case, the “ Independent Auditor ”) by any Party and the Party requesting the Independent Auditor shall bear the costs of the Independent Auditor; provided , however , that if the amount owed by the audited Party exceeds one hundred thousand Dollars ($100,000), the audited Party shall pay all costs of the Independent Auditor. The Parties shall reasonably cooperate with the Independent Auditor, and their agreement to submit Disputes under this Section 2.02(e) to an Independent Auditor shall be enforceable as an agreement to arbitrate. The decision of the Independent Auditor shall be final, binding and conclusive upon the Parties, shall not be subject to challenge or appeal, and may be enforced in any court having jurisdiction in the same manner as an arbitral award. If it is determined at any time pursuant to such audit or Independent Auditor that an amount previously paid by a Party under this Section 2.02 did not constitute a due and payable item, such Party may recover such amount plus interest at the Agreed Rate from any other Party that received such payment or deduct, or cause to be deducted, such amount from any payment that may be due to such receiving Party, and the Parties shall revise the Cost Detail Statements and the Cost Detail Reconciliation Statements to account for the overpayment. Each Party acknowledges and agrees that the making of any payment under this Section 2.02 shall be without prejudice to the audit rights of each Party under this Section 2.02(e) .

2.03 Conditions Precedent to Acquisition Closing

. At Acquisition Closing, Great Basin’s obligation to sell Ownership Interests to the NVE Parties, and the NVE Parties’ obligation to purchase such Ownership Interests from Great Basin, are each subject to satisfaction of the following conditions, except to the extent waived in writing by the NVE Parties with respect to the conditions set forth in Sections 2.03(a)-(n) and by Great Basin with respect to the conditions set forth in Sections 2.03(a)-(g) , (j)-(k) and (m)-(n) :

(a) The initial PUCN Approval has been duly obtained, made or given and shall be in full force and effect.

(b) ON Line Financial Closing has occurred or shall occur simultaneously with the Acquisition Closing.

(d) Each other Party shall have paid or executed and delivered, or caused to be executed and delivered to the other Parties, as applicable, the items set forth in Section 2.04 .

(e) Each of the representations and warranties made by each other Party in this Agreement shall be true and correct in all material respects on and as of the Acquisition Closing Date as though made on and as of the Acquisition Closing Date or, in the case of representations and warranties expressly made as of a specified date, on and as of such date, except to the extent that such representations and warranties contain a materiality qualifier, in which case they shall be true and correct in all respects.

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(f) Each other Party shall have performed and complied in all material respects with the agreements, covenants and obligations required by this Agreement to be so performed or complied with by it at or before the Acquisition Closing.

(g) (i) Each agreement listed in Schedule 4 has been executed and delivered and is in full force and effect, (ii) Great Basin has obtained all non-ministerial Governmental Approvals required for the construction and operation of ON Line (other than Governmental Approvals customarily obtained at a later point in time in light of the then current stage of construction of ON Line and related to the construction of the Robinson Summit Substation at the Robinson Summit Location) and such Governmental Approvals are in full force and effect and shall not be subject to any pending or threatened challenge and (iii) full notice to proceed has been issued under each Material Construction Contract.

(h) (i) The ON Line Security Interest has been granted to the NVE Parties and is valid, legal, perfected, in full force and effect and has the priority contemplated by Section 18.04 , each Security Document for the ON Line Security Interest has been (A) properly executed and delivered by Great Basin and (B) duly filed, registered and recorded and Uniform Commercial Code financing statements have been duly filed, in each case, in each jurisdiction as required by Applicable Law or as reasonably requested by the NVE Parties in order to grant and maintain a valid, legal and perfected Lien that has the priority contemplated by Section 18.04 , contemplated hereby in respect of the ON Line Security Interest, and each such Security Document is in full force and effect and (ii) legal opinions addressing the matters set forth on Exhibit I and in form and substance reasonably acceptable to the NVE Parties have been delivered to the NVE Parties regarding the ON Line Security Interest and the associated Security Documents.

(i) A Non-Disturbance Agreement has been executed and delivered by each ON Line Lender and the NVE Parties.

(j) The ON Line Intercreditor Agreement has been executed and delivered by the NVE Parties, Great Basin and each ON Line Lender (or an agent thereof).

(k) The Interconnection Agreements have been executed and delivered by the Parties (in their capacities as owners of ON Line), NPC (in its capacity as the interconnection provider) and SPPC (in its capacity as the interconnection provider), as applicable.

(l) Great Basin has delivered to the NVE Parties fully executed releases for any Liens on the Ownership Interests being transferred to NPC and SPPC that are not Permitted Liens, in a form reasonably acceptable to the NVE Parties.

(m) The Parties have executed an amendment to this Agreement to incorporate a form of consent to collateral assignment to be in favor of ON Line Lenders, GB Segment Lenders and NVE Lenders (if required) and a form of SNIP Agreement.

(n) The Parties have agreed on a revised ON Line Budget reflecting all anticipated ON Line Costs necessary to achieve ON Line COD.

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2.04 Acquisition Closing Deliverables

. On the Acquisition Closing Date, the Parties shall take the following actions:

(a) Each Party shall pay the Closing Payments required by Section 2.02(c) .

(b) The Parties shall execute and deliver a bill of sale and assignment and assumption agreement for NPC’s undivided ownership interest in ON Line in the amount of NPC’s Ownership Percentage and SPPC’s undivided ownership interest in ON Line in the amount of SPPC’s Ownership Percentage, in each case substantially in the form of Exhibit E .

(c) Great Basin shall deliver to NPC the Required Consents substantially in the form of Exhibit F or such other form as is reasonably acceptable to NPC.

(d) Great Basin shall cause the entity for which Great Basin is treated as a disregarded entity separate from its owner pursuant to Treasury Regulations Section 301.7701-3 to execute and deliver to each of the NVE Parties a certificate under Section 1445(b)(2) of the Code, in form and substance reasonably satisfactory to the NVE Parties, providing that such entity is not a foreign Person.

(e) Great Basin shall execute and deliver to the NVE Parties (i) a State of Nevada Declaration of Value in the form required by Nevada Revised Statutes Section 375.060, (ii) a grant, bargain and sale deed substantially in the form of Exhibit G , (iii) any other documentation necessary or appropriate to convey and record title to the ON Line ROW and any other real property comprising ON Line to the extent that Great Basin holds record title to interests in the ON Line ROW or any such other real property and (iv) any documentation necessary or appropriate to record any other real property interests in the ON Line ROW.

2.05 Timing and Location of Acquisition Closing . The Acquisition Closing shall take place on a date within ten (10) Business Days after satisfaction or waiver of the conditions set forth in Section 2.03 . The Acquisition Closing shall take place at NPC’s offices in Las Vegas, Nevada at a time mutually acceptable to the Parties. The Acquisition Closing shall be deemed effective as of 12:01 A.M. Las Vegas time on the day after the Acquisition Closing Date.

2.06 Efforts to Close . Between the Effective Date and the Acquisition Closing, each Party shall use its reasonable efforts to take all actions and to do all things necessary, proper or advisable to satisfy the conditions set forth in Section 2.03 and consummate the Acquisition Closing. Each Party shall promptly notify the other Parties of any event arising after the Effective Date that could reasonably be expected to result in the Acquisition Closing occurring after December 31, 2010 (the “ Acquisition Closing Deadline ”).

2.07 Disclosure Schedule Update . From time to time prior to the Acquisition Closing Date, any Party, as applicable, may amend or supplement the Disclosure Schedules attached to this Agreement relating to any representation or warranty contained in Article XVII , with respect to any fact, event or circumstance occurring after the Effective Date that, if existing or occurring at or prior to the Acquisition Closing Date, would have been required to be set forth

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or described on such a Disclosure Schedule or that is necessary to complete or correct any information in any representation or warranty contained in Article XVII (a “ Disclosure Schedule Update ”); provided , that (a) the facts, events or circumstances disclosed in such amendment or supplement could not reasonably be expected to have a Material Adverse Effect and (b) if such facts, events or circumstances result from a breach of this Agreement by the amending or supplementing Party or its negligence, willful misconduct or fraud, such Party shall indemnify the other Parties and their respective Indemnified Persons for all Claims in connection with such facts, events or circumstances. The Parties acknowledge that no such indemnification obligation shall be deemed waived by the consummation of the Acquisition Closing. Each Disclosure Schedule Update delivered to the Parties shall be deemed to modify the representations and warranties herein for all purposes hereunder (except for purposes described in clause (b) above), and as modified and updated shall constitute the applicable Disclosure Schedule for purposes of Article XVII .

2.08 Allocation of Purchase Price . Within sixty (60) days after the Acquisition Closing Date, NPC shall deliver to Great Basin for its review and approval a draft allocation of the NPC Purchase Price and SPPC Purchase Price (and all other capitalized costs) among the ON Line assets (based on the final Cost Detail Statement and the Cost Detail Reconciliation Statement) and in accordance with section 1060 of the Code (and treasury regulations thereunder) and any similar provisions of Applicable Law. Within twenty (20) Business Days after its receipt of NPC’s draft allocation of the NPC Purchase Price and SPPC Purchase Price, Great Basin shall propose to NPC any changes thereto or otherwise NPC’s draft allocation shall be deemed to have agreed thereto. If Great Basin proposes changes to NPC’s proposed allocation of the NPC Purchase Price or SPPC Purchase Price within such twenty (20) Business Day period described above, NPC and Great Basin shall cooperate in good faith to mutually agree upon a revised allocation as soon as practicable (such allocation of the NPC Purchase Price and the SPPC Purchase Price, as finally agreed to by the Parties, the “ Allocation ”). If the Parties cannot agree upon the legal basis on which NPC has made the Allocation within sixty (60) days after delivery of such proposed changes (if any), NPC shall secure a legal opinion of a nationally recognized tax counsel that the basis on which NPC made such proposed Allocation is more likely than not correct. If NPC secures such opinion, then the Allocation shall be made on the legal basis proposed by NPC, and Great Basin shall pay all reasonable costs associated with such legal opinion. If NPC fails to secure such opinion, then NPC shall be responsible for the costs of such opinion, and Great Basin shall then secure a legal opinion of a nationally recognized tax counsel that the basis on which Great Basin made such proposed Allocation is more likely than not correct. If Great Basin secures such opinion, then the Allocation shall be made on the legal basis proposed by Great Basin, and NPC shall pay all reasonable costs associated with such legal opinion. If Great Basin fails to secure such opinion, then Great Basin shall be responsible for the costs of such opinion, and then the Parties shall work together to secure a tax opinion that supports a proposed Allocation. If the Parties cannot agree upon the valuations in the Allocation within thirty (30) days after delivery of such proposed changes (if any), the Parties shall mutually select the Independent Auditor or another external auditor or appraiser, as determined based on the nature of the valuation dispute, which shall be instructed to resolve such disagreement within thirty (30) days after such disagreement is submitted to it for resolution and shall notify Great Basin and NPC in writing of its resolution. Such auditor’s or appraiser’s resolution of the disagreement shall be final and binding on the Parties. Each Party shall, and each Party shall

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cause their Affiliates to, report, act, and file all Tax returns, forms or reports in all respects and for all purposes consistent with the Allocation. No Party shall take any position (whether in audit, Tax returns, or otherwise or with any Governmental Authority) that is inconsistent with the Allocation except as may be adjusted by subsequent written agreement following an audit by the Internal Revenue Service or by court decision.

ARTICLE III

OWNERSHIP AND CAPACITY RIGHTS ; MONTHLY PAYMENT

3.01 Ownership Rights .

(a) ON Line Ownership; Waiver of Partition Rights . After the Acquisition Closing Date, the Parties shall own ON Line as tenants-in-common with each Party owning an Ownership Interest in the amount of its Ownership Percentage. The Parties recognize that the physical partition of ON Line or any part thereof, whether by partition in kind or sale and division of the proceeds thereof, would be impossible and impractical and wholly inconsistent with the purposes for which this Agreement is made. As such, each Party agrees that it shall not take any action at any time by judicial proceedings, arbitration or otherwise, to partition ON Line or any part thereof, in any way, whether by partition in kind or by sale and division of the proceeds thereof. Each Party further irrevocably waives the right of partition and the benefit of all statutory or common law that may now or hereafter authorize such partition of ON Line or any part thereof. In the event any such right of partition shall hereafter accrue, each Party shall from time to time upon the written request of any other Party execute and deliver such further instruments as may be necessary to confirm the foregoing waiver and release of its right to partition. The Parties shall amend this Agreement to update Annex A upon any change in Ownership Percentages pursuant to the terms hereof such that, at any time, Annex A accurately reflects each Party’s Ownership Percentage.

(b) After-Acquired ON Line Property and Rights . Unless otherwise determined by the Parties, any Party which acquires in its own name, or an Affiliate’s name, an interest in any real or personal property (whether tangible or intangible), contractual right or any other asset that is part of ON Line shall acquire and hold the same subject in all respects to this Agreement and for the benefit of the Parties in proportion to their respective Ownership Percentages, and subject to Section 3.01(c) , any such Party shall transfer and assign an ownership interest therein to the other Parties equal to such other Parties’ respective Ownership Percentages (a) within fifteen (15) days after such acquisition and (b) at the Acquisition Closing, whichever occurs later, and do all things necessary or appropriate to register or record on any appropriate register the property in the names of the Parties.

(c) ON Line Agreements and Governmental Approvals . Except as otherwise agreed by the Management Committee, all ON Line Agreements entered into after the Acquisition Closing Date shall be in the name of Great Basin and NPC and Governmental Approvals for ON Line applied for after the Acquisition Closing Date shall be in the name of the Parties and the Parties shall use their commercially reasonable efforts to ensure that all ON Line Agreements shall allow for assignment, without consent, to Persons holding an Ownership Interest. Unless otherwise agreed by the Parties, each ON Line Agreement shall expressly provide that, after the Acquisition Closing Date, the obligations and undertakings of the Parties

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thereunder are several and not joint and that each Party is and shall be liable and responsible only for its Ownership Percentage of such obligations and undertakings; provided , however , that, with respect to any ON Line Agreement to which SPPC is not a party and, as between NPC and SPPC, NPC shall be liable to any counterparty (other than Great Basin) under any such ON Line Agreement for SPPC’s Ownership Percentage of obligations and undertakings under any such ON Line Agreement, and NPC shall provide SPPC with the benefit of five percent (5%) of its rights under any such ON Line Agreement and SPPC shall promptly reimburse NPC for five percent (5%) of any liability or obligation incurred by NPC under any such ON Line Agreement. If required by a counterparty (other than a Party) under an ON Line Agreement, the Parties shall use commercially reasonable efforts to provide credit support in a form acceptable to such counterparty, such that the Parties’ obligations under such ON Line Agreement are several and not joint.

(d) Great Basin Segment Ownership . Great Basin shall (i) own one hundred percent (100%) of the ownership interests in the Great Basin Segments and (ii) be solely responsible for the development, construction, ownership, management and maintenance of the Great Basin Segments and all costs and liabilities related to development, construction, ownership, management, operation and maintenance of the Great Basin Segments, including all Great Basin O&M Costs and the costs of any Transmission Improvements as provided in Section 6.01 ; provided , however , that, while the Parties, as of the Effective Date, expect that the Great Basin Segments will be fully developed and constructed, nothing contained in this Agreement (other than Great Basin’s obligation set forth in Section 3.02(b) ) shall be construed to obligate Great Basin or any of its Affiliates to complete the development and/or construction of the Great Basin Segments (or any portion thereof), such decision being in the sole discretion of Great Basin and its Affiliates.

3.02 Electrical Capacity Rights .

(a) Prior to the Commercial Operation of Either Great Basin Segment . During the period commencing immediately after the Acquisition Closing Date to the date of commercial operation of the first Great Basin Segment to achieve commercial operation, the NVE Parties’ Capacity Entitlement shall be one hundred percent (100%). For the avoidance of doubt, Great Basin shall not be entitled to any Electrical Capacity after the Acquisition Closing Date and prior to the date of commercial operation of the first Great Basin Segment to achieve commercial operation.

(b) Prior to GB Segment COD . During the period commencing on the date of commercial operation of the first Great Basin Segment to achieve commercial operation to GB Segment COD, the NVE Parties’ Capacity Entitlement shall be as follows (and Great Basin’s Capacity Entitlement shall be all remaining Electrical Capacity):

(i) If SWIP-N is the first Great Basin Segment to achieve commercial operation, the NVE Parties’ Capacity Entitlement shall be forty-five and two tenths percent (45.2%) of the electrical Capacity; and

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(ii) If SNIP is the first Great Basin Segment to achieve commercial operation, the NVE Parties’ Capacity Entitlement shall be seventy and four tenths percent (70.4%) of the Electrical Capacity.

If Great Basin achieves commercial operation of one of the Great Basin Segments but is prevented from achieving GB Segment COD as a result of a Force Majeure event that is reasonably expected to prevent continued progress on the Great Basin Segment that has not achieved commercial operation for more than two hundred forty (240) days and, as a result, Great Basin suspends performance under all material construction contracts associated with such Great Basin Segment pending resolution of the Force Majeure event, then for the period extending from the commencement of the Force Majeure event to the third (3rd) anniversary thereof, Great Basin shall use commercially reasonable efforts to overcome the Force Majeure event and achieve GB Segment COD as expeditiously as possible. Notwithstanding Sections 3.02(b)(i) and (ii) , during the period extending from such two hundred fortieth (240th) day to GB Segment COD, Great Basin’s Capacity Entitlement shall be determined in accordance with the following formula (and the NVE Parties’ Capacity Entitlement shall be all remaining Electrical Capacity):

Capacity Entitlement = (AI Comm + [AI Not Comm * % Comp] - DC) / AI Total

Where:

AI Comm = the Anticipated Investment of the Great Basin Segment that has achieved commercial operation;

AI Not Comm = the Anticipated Investment of the Great Basin Segment that has not achieved commercial operation;

% Comp = the aggregate percentage complete of the construction of the Great Basin Segment that has not achieved commercial operation at the time of the suspension of work, as reasonably determined by the Parties; and

AI Total = the sum of (i) the Anticipated Investment of the Great Basin Segment that has achieved commercial operation, (ii) the Anticipated Investment for ON Line and (iii) AI Not Comm * % Comp; and

DC = to the extent the Parties consummate the SNIP Option Closing, the amount set forth in Section 6.05(b)(iv)(2)(B) .

(c) Following GB Segment COD . From and after the GB Segment COD, the Parties shall be entitled to Electrical Capacity as follows:

(i) If the Electrical Capacity of the Transmission Line is equal to or less than 2,000 MW, then the NVE Parties’ Capacity Entitlement shall be thirty-eight percent (38%) of such Electrical Capacity and Great Basin’s Capacity Entitlement shall be all Electrical Capacity other than the Electrical Capacity to which the NVE Parties are entitled.

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(ii) If the Electrical Capacity of the Transmission Line is greater than 2,000 MW but equal to or less than 2,080 MW, then the NVE Parties’ Capacity Entitlement shall be thirty-eight percent (38%) of 2,000 MW of such Electrical Capacity and one hundred percent (100%) of all Electrical Capacity in excess of 2,000 MW, and Great Basin’s Capacity Entitlement shall be all Electrical Capacity other than the Electrical Capacity to which the NVE Parties are entitled.

(iii) If the Electrical Capacity of the Transmission Line is greater than 2,080 MW but equal to or less than 2,100 MW, then the NVE Parties’ Capacity Entitlement shall be thirty-eight percent (38%) of 2,000 MW of such Electrical Capacity and one hundred percent (100%) of 80 MW of such Electrical Capacity, and Great Basin’s Capacity Entitlement shall be all Electrical Capacity other than the Electrical Capacity to which the NVE Parties are entitled.

(iv) If the Electrical Capacity of the Transmission Line is greater than 2,100 MW, then the NVE Parties’ Capacity Entitlement shall be thirty-eight percent (38%) of 2,000 MW of such Electrical Capacity, one hundred percent (100%) of 80 MW of such Electrical Capacity and thirty-eight percent (38%) of all Electrical Capacity in excess of 2,100 MW, and Great Basin’s Capacity Entitlement shall be all Electrical Capacity other than the Electrical Capacity to which the NVE Parties are entitled.

(d) Unavailability of Transmission Line . Notwithstanding Sections 3.02(b) or (c) :

(i) if after commercial operation of a Great Basin Segment but prior to GB Segment COD, such Great Basin Segment becomes unavailable (A) for a period in excess of one hundred twenty (120) consecutive days, due to Force Majeure, an Event of Loss, Condemnation Action or any change in Applicable Law commencing after such one hundred twentieth (120th) day, and (B) commencing immediately, due to any negligent act or omission or any Willful Misconduct/Gross Negligence of or breach of this Agreement by Great Basin, then from such date to the date the unavailable Great Basin Segment again becomes available, the NVE Parties’ Capacity Entitlement shall be one-hundred percent (100%) of the Electrical Capacity.

(ii) if after commercial operation of a Great Basin Segment, ON Line becomes unavailable (A) for a period in excess of one hundred twenty (120) consecutive days, due to Force Majeure, an Event of Loss, Condemnation Action or any change in Applicable Law commencing after such one hundred twentieth (120th) day, and (B) commencing immediately, due to any negligent act or omission or any Willful Misconduct/Gross Negligence of or breach of this Agreement by the NVE Parties, in each case unless such availability is caused by the withholding by Great Basin (including any of Great Basin’s Authorized Representatives) of any consent to any action proposed by NPC in good faith, consistent with Prudent Utility Practices and not in violation of any Applicable Law and for which the NVE Parties are obligated to fund all costs thereof under this Agreement directly or through an adjustment to the Monthly Payment, then from such date to the date ON Line again becomes available, Great

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Basin’s Capacity Entitlement shall be one hundred percent (100%) of the Electrical Capacity.

(iii) if after GB Segment COD, SWIP-N or SNIP becomes unavailable (A) for a period in excess of one hundred twenty (120) consecutive days, due to Force Majeure, an Event of Loss, Condemnation Action or any change in Applicable Law commencing after such one hundred twentieth (120th) day, and (B) commencing immediately, due to any negligent act or omission or any Willful Misconduct/Gross Negligence of or breach of this Agreement by Great Basin, then from such date to the date the unavailable Great Basin Segment again becomes available, the NVE Parties’ Capacity Entitlement shall be the following (and Great Basin’s Capacity Entitlement shall be all remaining Electrical Capacity): (A) forty-five and two tenths percent (45.2%) of the Electrical Capacity while SWIP-N is available but SNIP is not, (B) seventy and four tenths percent (70.4%) of the Electrical Capacity while SNIP is available but SWIP-N is not, and (C) one hundred percent (100%) of the Electrical Capacity while both SNIP and SWIP-N are unavailable.

(e) From and After the 41st Anniversary of the ON Line COD . Notwithstanding anything to the contrary in Sections 3.02(a) through (d) , in the event the NVE Parties do not (i) purchase all of Great Basin’s Ownership Interests or (ii) renew their Capacity Entitlements pursuant to Section 3.09(b) , from and after the forty-first (41st) anniversary of the ON Line COD, the NVE Parties’ Capacity Entitlement with respect to Electrical Capacity on ON Line shall be equal to the NVE Parties’ Ownership Percentage, as adjusted pursuant to the terms of this Agreement, and the NVE Parties shall not be entitled to any Electrical Capacity on the Great Basin Segments. In the event the NVE Parties renew their Capacity Entitlements pursuant to Section 3.09(b) , then during the period commencing on the date of such renewal and ending upon the expiration of such renewal, the Parties shall have the Capacity Entitlements set forth in Sections 3.02(a) through (d) , subject to Sections 16.02(f) , (g) and (h) . Upon expiration of any such renewal, the NVE Parties’ Capacity Entitlement with respect to Electrical Capacity on ON Line shall be equal to the NVE Parties’ Ownership Percentage, and the NVE Parties shall not be entitled to any Electrical Capacity on the Great Basin Segments.

(f) From and After Exercise of Buyout of Ownership Interests . Subject to Section 11.03(b) , the Parties shall have the Capacity Entitlements set forth in Sections 3.02(a) through (d) in the event the NVE Parties purchase all of Great Basin’s Ownership Interests; provided , however , that NVE Parties’ Capacity Entitlement on ON Line shall be one hundred percent (100%) and the NVE Parties shall have no Capacity Entitlement on the Great Basin Segments if such purchase occurs prior to GB Segment Financial Closing or prior to the Capacity Entitlement adjustment contemplated by Section 3.02(b) . In the event Great Basin purchases all of the NVE Parties’ Ownership Interests and unless and until the NVE Parties do not renew their Capacity Entitlements pursuant to Section 3.09(b) , the Parties shall have the Capacity Entitlements on the Great Basin Segments set forth in Sections 3.02(a) through (d) , and notwithstanding Sections 3.02(a) through (d) , the NVE Parties shall have a Capacity Entitlement on ON Line equal to its ON Line Capacity Entitlement immediately prior to such buyout minus its Ownership Percentage immediately prior to such buyout (and Great Basin’s Capacity Entitlement with respect to ON Line shall be all remaining Electrical Capacity).

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3.03 Microwave and Fiber Optic Capacity Rights . Commencing immediately after the Acquisition Closing Date, the NVE Parties shall be entitled to one hundred percent (100%) of the Microwave Capacity and Fiber Optic Capacity on ON Line and Great Basin shall be entitled to one hundred percent (100%) of the Microwave Capacity and Fiber Optic Capacity on the Great Basin Segments; provided that (a) Great Basin shall provide the NVE Parties access to the Microwave Capacity and Fiber Optic Capacity on the Great Basin Segments to the extent necessary for the NVE Parties to operate the Great Basin Segments and (b) in the event Great Basin exercises its step-in rights under Section 16.02(e)(iii) , the NVE Parties shall provide Great Basin access to the Microwave Capacity and Fiber Optic Capacity on ON Line to the extent necessary for Great Basin to operate the Transmission Line.

3.04 Revenue Rights . The NVE Parties and Great Basin shall be entitled to the revenue associated with (a) their respective Capacity Entitlements, as provided under the provisions of each Parties’ respective FERC-approved open access transmission tariff and (b) all of their respective rights to Microwave Capacity and Fiber Optic Capacity as set forth in Section 3.03 .

3.05 Relationship of the Parties . Except as otherwise expressly provided herein, each Party shall bear only its Ownership Percentage of all obligations and liabilities of ON Line arising after the Acquisition Closing Date. The covenants, obligations and liabilities of the Parties in connection with this Agreement are several and not joint. Neither the execution nor delivery of this Agreement, nor the consummation of the transactions contemplated hereunder, shall create or constitute a partnership, joint venture, trust, limited liability company, corporate or any other form of business organization or arrangement among the Parties.

3.06 Monthly Payment .

(a) Subject to Sections 3.06(b) and (c) , commencing in the month in which the ON Line COD occurs but terminating in the month during which the forty-first (41st) anniversary of the ON Line COD occurs (the “ Monthly Payment Period ”), a monthly amount in Dollars equal to the following (the “ Monthly Payment ”) shall be due and payable to Great Basin; provided , however , that the first Monthly Payment and the last Monthly Payment shall be adjusted on a pro rata basis based on the number of days between ON Line COD and the end of the first month in the Monthly Payment Period and the beginning of the last month in the Monthly Payment Period through the forty-first (41st) anniversary of ON Line COD, respectively:

Monthly Payment = Capitalized Component + On-Going GBT Costs incurred in such month + Incremental Cost Differential Component + Capital Repair Component + Event of Loss Component + Condemnation Action Component + any Operating Costs incurred by Great Basin in accordance with Section 7.01(a)

Where:

Capitalized Component = (Capitalized Costs funded by Great Basin + Up-Front GBT Costs) * the factor set forth on Schedule 2 corresponding to the period of which such month is a part;

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Incremental Cost Differential Component = (the Incremental Cost Differential funded by Great Basin / applicable Amortization Period) + interest accruing during such month on any unamortized portion of the Incremental Cost Differential at a rate equal to the NVE WACC as of ON Line COD with the return on equity component discounted by seventy-five (75) basis points;

Capital Repair Component = the aggregate sum of the following calculated in respect of each Capital Repair: (the applicable Net Capital Repair Cost funded by Great Basin / applicable Amortization Period) + interest accruing during such month on any unamortized portion of such Net Capital Repair Cost at a rate equal to the NVE WACC as of the time of the relevant Capital Repair Cost was incurred with the return on equity component discounted by fifty (50) basis points;

Event of Loss Component = the aggregate sum of the following calculated in respect of each Event of Loss: (the applicable Net Event of Loss Cost funded by Great Basin / applicable Amortization Period) + interest accruing during such month on any unamortized portion of such Net Event of Loss Costs at a rate equal to the NVE WACC as of the time of the relevant Event of Loss Cost was incurred with the return on equity component discounted by fifty (50) basis points; and

Condemnation Action Component = the aggregate sum of the following calculated in respect of each Condemnation Action: (the applicable Net Condemnation Action Cost funded by Great Basin / applicable Amortization Period) + interest accruing during such month on any unamortized portion of such Net Condemnation Action Cost at a rate equal to the NVE WACC as of the time of the relevant Condemnation Action Cost was incurred with the return on equity component discounted by fifty (50) basis points.

Great Basin shall deliver an invoice by the tenth (10th) day of each month during the Monthly Payment Period setting the Monthly Payment owed for such month along with reasonable supporting documentation, and on the last Business Day of each month (but extended by a day for each day that the invoice is late) during the Monthly Payment Period, NPC shall pay ninety-five percent (95%) of the undisputed portions of the Monthly Payment to Great Basin and SPPC shall pay five percent (5%) of the undisputed portions of the Monthly Payment to Great Basin.

(b) The Monthly Payment shall be proportionally reduced: (i) to the extent ON Line becomes unavailable to one or both of the NVE Parties for a period in excess of one hundred twenty (120) consecutive days due to Force Majeure, an Event of Loss, Condemnation Action or any change in Applicable Law commencing after such one hundred twentieth (120th) day, and (ii) commencing immediately, to the extent that ON Line becomes unavailable to one or both of the NVE Parties due to (A) any negligent act or omission or any Willful Misconduct/Gross Negligence of, or breach of this Agreement by, Great Basin or (B) unless the Management Committees agrees to alternative action, the withholding by Great Basin (including any of Great Basin’s Authorized Representatives) of any consent to any action proposed by NPC in good faith, consistent with Prudent Utility Practices and not in violation of any Applicable Law and for which the NVE Parties are obligated to fund all costs thereof under

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this Agreement directly or through an adjustment to the Monthly Payment. In the event, during any calendar month, ON Line has become unavailable to one or both of the NVE Parties under the circumstances described in clauses (i) and (ii) above, the Monthly Payment payable at the end of such month shall be adjusted to reflect the number of hours during which ON Line was so unavailable to one or both of the NVE Parties as compared to the number of hours in such month (it being understood that, if ON Line becomes unavailable to only one of the NVE Parties, the other NVE Party shall continue to be obligated to pay its portion of the Monthly Payment). For the avoidance of doubt, for any given calendar month, the Monthly Payment in respect of such month shall not be due and payable, and shall be forever waived in its entirety, if ON Line is completely unavailable for the entire month for any reason described in clauses (i) or (ii) above.

(c) NPC’s and SPPC’s obligation to pay its portion of the Monthly Payment shall cease upon (i) consummation of any purchase by the NVE Parties (or any one of them individually) of all of Great Basin’s Ownership Interests or (ii) the effectiveness of a notice terminating the Terminated Capacity as set forth in Section 16.02(h) . The Monthly Payment shall not be subject to escalation or other adjustment (including following GB Segment COD), except as expressly set forth herein.

3.07 Great Basin Segment Abandonment or Delay Buyout Right .

(a) If Great Basin (i) has not achieved GB Segment Financial Closing on or before the GB Segment Financial Closing Deadline, (ii) ceases development or construction of any Great Basin Segment for a period of ninety (90) consecutive days at any time and expresses its intent in writing or makes a public announcement of its intent not to complete development or construction of any Great Basin Segment or (iii) has not achieved GB Segment COD before GB Segment COD Deadline, and, as of the GB Segment COD Deadline, either of the following is true: Great Basin (A) does not have financing arrangements available to achieve GB Segment COD and complete construction of the Great Basin Segments or (B) is not actively constructing the Great Basin Segments, in each case, for reasons other than a pending formal proceeding challenging the Great Basin Segments or any Governmental Approvals for the Great Basin Segments, for any other event of Force Majeure or as a result of an Event of Default by a NVE Party, then the NVE Parties shall have the right to purchase all (but not less than all) of Great Basin’s Ownership Interests for a price determined in accordance with Schedule 5 ; provided that written notice of their election to exercise such right is provided to Great Basin by the fourteenth (14th) anniversary of the ON Line COD. If such purchase right arises and the NVE Parties timely elect to exercise such right, then Great Basin shall Transfer all of its Ownership Interests to the NVE Parties free and clear of any Liens other than Permitted Liens upon the latest to occur of (i) the fifteenth (15th) anniversary of the ON Line COD, (ii) fifteen (15) days after receipt of PUCN Approval and all required Governmental Approvals on terms acceptable to the NVE Parties and (iii) the date set forth in such notice (which shall not be more than one hundred eighty (180) days after the fifteenth (15th) anniversary of the ON Line COD). Great Basin shall make Applicable Transfer Representations and Warranties to the NVE Parties in connection with such Transfer. At any time after the sixth (6th) anniversary of GB Segment Financial Closing, upon Great Basin’s request, the NVE Parties shall state in writing whether in their view the circumstances described in Section 3.07(a)(iii) existed as of the GB Segment COD Deadline (such that, in the NVE Parties’ view, the NVE Parties’ right to elect to so purchase all

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of Great Basin’s Ownership Interests had been triggered) and Great Basin shall be entitled to rely on such written statement (but shall not be bound by such statement in the event of a Dispute among the Parties), it being understood that such a written statement by the NVE Parties shall under no circumstances operate as a notice of the NVE Parties’ election to exercise any purchase right that may have been triggered (such election by the NVE Parties requiring a separate written notice, timely delivered as provided in this Section 3.07(a) ).

(b) The GB Segment Financial Closing Deadline and the GB Segment COD Deadline shall be subject to extension for any event of Force Majeure to the extent that such event causes a delay in an activity required for Great Basin to achieve GB Segment Financial Closing or for GB Segment COD to occur which activity cannot, despite the exercise of commercially reasonable efforts, be delayed without extending the day on which GB Segment Financial Closing or GB Segment COD, as applicable, will occur.

3.08 30th Anniversary Buyout Right . The NVE Parties shall have the right to purchase all (but not less than all) of Great Basin’s Ownership Interests for a price determined in accordance with Schedule 5 ; provided that written notice of their election to exercise such right is provided to Great Basin by the twenty-ninth (29th) anniversary of the ON Line COD (but not earlier than the twenty-seventh (27th) anniversary of the ON Line COD). If the NVE Parties timely elect to exercise such right, then Great Basin shall Transfer all of its Ownership Interests to the NVE Parties free and clear of any Liens other than Permitted Liens upon the latest to occur of (a) the thirtieth (30th) anniversary of the ON Line COD, (b) fifteen (15) days after receipt of PUCN Approval and all required Governmental Approvals on terms acceptable to the NVE Parties and (c) the date set forth in such notice (which shall not be after the thirty-third (33rd) anniversary of the ON Line COD). Great Basin shall make Applicable Transfer Representations and Warranties to the NVE Parties in connection with such Transfer.

3.09 41st Anniversary Buyout Right or Renewal Term .

(a) The NVE Parties shall have the right to purchase all (but not less than all) of Great Basin’s Ownership Interests for a price determined in accordance with Schedule 5 ; provided , that written notice of their election to exercise such right is provided to Great Basin by the fortieth (40th) anniversary of the ON Line COD (but not earlier than the thirty-eighth (38th) anniversary of the ON Line COD). If the NVE Parties timely elect to exercise such right, subject to obtaining PUCN Approval and all required Governmental Approvals on terms acceptable to the NVE Parties (which approvals the NVE Parties will timely seek prior to or upon their election to exercise such right), then Great Basin shall Transfer all of its Ownership Interests to the NVE Parties free and clear of any Liens other than Permitted Liens on the forty-first (41st) anniversary of the ON Line COD. If such PUCN Approval and Governmental Approvals are not received by the date that is six (6) months prior to the forty-first (41st) anniversary of the ON Line COD, then, unless the parties otherwise agree in writing, the NVE Parties shall be deemed to have withdrawn their election to exercise such right; provided , that on or prior to such date, the NVE Parties may elect (such election being irrevocable) to renew their Capacity Entitlements pursuant to Section 3.09(b) ; and, provided , further , that it is understood and agreed that (i) neither Great Basin nor any of its Affiliates will intervene in any regulatory proceeding of the NVE Parties relating to the PUCN Approval or any Governmental

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Approvals (notwithstanding Section 4.05(a) ) unless requested to do so by the NVE Parties and if the NVE Parties so request, Great Basin or its Affiliate, as applicable, will support the NVE Parties’ request to acquire Great Basin’s Ownership Interests pursuant to this Section 3.09(a) in such proceeding and (ii) in no event shall the Transfer of all of Great Basin’s Ownership Interests to the NVE Parties occur after the forty-first (41st) anniversary of the ON Line COD. In the event the NVE Parties do not make such renewal election, then the NVE Parties shall permanently revoke their election to acquire Great Basin’s Ownership Interests and forever waive all of their rights under this Section 3.09 . Great Basin shall make Applicable Transfer Representations and Warranties to the NVE Parties in connection with such Transfer.

(b) The NVE Parties shall have the right to renew all (but not less than all) of each Party’s Capacity Entitlements for a period of one year or more commencing as of the forty-first (41st) anniversary of ON Line COD for a fixed rental payment calculated in accordance with Schedule 5 ; provided that (i) such renewal period when added to the forty-one (41) year initial term commencing on the ON Line COD does not extend for more than eighty percent (80%) of the then re-estimated useful life of Great Basin’s Ownership Interest subject to such renewal measured from the ON Line COD and (ii) Great Basin’s Ownership Interest subject to such renewal will have a value at the termination of such renewal equal to at least twenty percent (20%) of the initial value of such interests measured as of the ON Line COD (without giving effect to inflation or deflation), in each case determined at the time of such renewal. If Great Basin and the NVE Parties cannot agree as to the calculations of the estimated value or useful life of Great Basin’s Ownership Interest subject to such renewal, then the Parties shall mutually select the Independent Auditor or another external auditor or appraiser, as determined based on the nature of the dispute, which shall be instructed to resolve such disagreement within thirty (30) days after such disagreement is submitted to it for resolution and shall notify Great Basin and NPC in writing of its resolution. Such auditor’s or appraiser’s resolution of the disagreement shall be final and binding on the Parties.

(c) Notwithstanding anything herein to the contrary, in the event the NVE Parties do not (i) purchase all of Great Basin’s Ownership Interests or (ii) renew their Capacity Entitlements pursuant to Section 3.09(b) , then from and after the forty-first (41st) anniversary of ON Line COD, the Parties shall have the Capacity Entitlements set forth in the first sentence of Section 3.02(e) and all Operating Costs, Event of Loss Costs, Condemnation Action Costs and Capital Repair Costs, in each case, in respect of ON Line shall be funded by the Parties in accordance with their respective Ownership Percentages and Great Basin shall have no right to recover Great Basin’s Ownership Percentage of any such costs from the NVE Parties.

3.10 Force Majeure . To the extent a Party is prevented or delayed by Force Majeure from performing, in whole or in part, its obligations under this Agreement and such Party (a “ Claiming Party ”) gives written notice and details of such Force Majeure to the other Parties as soon as reasonably practicable after such Party becomes aware of the occurrence of such Force Majeure, then the Claiming Party shall be excused from the performance of its obligations under this Agreement (other than Great Basin’s obligation to use commercially reasonable efforts to achieve GB Segment COD as set forth in Sections 3.02(b) and the obligation to make payments, except as otherwise provided in this Agreement where such Force

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Majeure event causes ON Line to become unavailable to one or both of the NVE Parties) during such Force Majeure but for no longer period and only to the extent performance of such obligations are prevented or delayed by such Force Majeure. The Claiming Party shall exercise due diligence to remedy the Force Majeure within a reasonable period. Force Majeure shall not entitle any Party to terminate this Agreement.

3.11 Transmission Systems . Nothing in this Agreement shall prevent a Party from making any additions, modifications or changes to its respective transmission system. Each Party shall provide reasonable notice to the other Parties, to the extent required by the PUCN, FERC, NERC, WECC, or their successors in interest, of such additions, modifications or changes to its transmission systems.

3.12 Additional Uses . Notwithstanding anything to the contrary in this Agreement, (a) the NVE Parties shall have all of the rights associated with any additional uses arising with respect to ON Line, and Great Basin shall have all of the rights associated with any additional uses of the Great Basin Segments, in each case, prior to the adjustment of Great Basin’s Capacity Entitlement pursuant to Section 3.02(b) or 3.02(e) (and any rights arising prior to such adjustment shall not be impacted thereby) and (b) the Parties shall share all of the rights associated with any additional uses arising with respect to the Transmission Line thereafter in proportion to their respective Capacity Entitlements; provided , however , that the NVE Parties shall be entitled to the exclusive rights associated with any additional uses of the Double Circuit Towers regardless of whether arising before or after the adjustment of Great Basin’s Capacity Entitlement pursuant to Section 3.02(b) or 3.02(e) . Notwithstanding anything herein to the contrary (other than as provided hereunder in respect of the NVE Parties’ exclusive rights associated with any additional uses of the Double Circuit Towers), in the event the NVE Parties do not (i) purchase all of Great Basin’s Ownership Interests or (ii) renew their Capacity Entitlements pursuant to Section 3.09(b) , from and after the forty-first (41st) anniversary of the ON Line COD, the Parties shall share all of the rights associated with any additional uses with respect to ON Line in proportion to their respective Ownership Percentages and Great Basin shall have all of the rights associated with any additional uses arising with respect to the Great Basin Segments; provided , however , that if, prior to the forty-first (41 st ) anniversary of the ON Line COD, the NVE Parties shall have committed all or any part of the rights associated with any additional uses to one or more third parties in one or more transactions having a term that extends beyond such anniversary, then (x) the rights of Great Basin with respect to such additional uses shall be subject to the rights of such third parties and (y) from and after such anniversary, any revenues payable to the NVE Parties under such transactions shall be shared between the NVE Parties and Great Basin in proportion to their respective Ownership Interests.

ARTICLE IV

DEVELOPMENT AND CONSTRUCTION OF ON LINE

4.01 Pursuit and Management of ON Line . Subject to the control and oversight of the Management Committee and through the Acquisition Closing Date, Great Basin shall have primary responsibility for the overall pursuit and management of all aspects of ON Line, including the day-to-day management of ON Line, the administration of all ON Line Agreements and the performance of all ON Line Activities not set forth on Exhibit B or

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specifically delegated to the NVE Parties by the Management Committee. Subject to the control and oversight of the Management Committee and after the Acquisition Closing Date, NPC shall have primary responsibility for the overall pursuit and management of all aspects of ON Line, including the day-to-day management of ON Line, the administration of the ON Line Agreements and the performance of all ON Line Activities not specifically delegated to Great Basin or SPPC by the Management Committee. Each of NPC and Great Basin shall cooperate with each other in transitioning primary responsibility for the overall pursuit and management of ON Line to NPC as contemplated by this Section 4.01 . It is the intent of the Parties to develop ON Line for the lowest reasonable cost (taking into account safety, quality and schedule).

4.02 ON Line Manager s .

(a) On the Effective Date, Great Basin shall appoint one of its (or its Affiliates’) employees (the “ Great Basin Manager ”) to be responsible for the day-to-day oversight and coordination of Great Basin’s responsibilities in respect of ON Line, including managing and directing construction of ON Line through the Acquisition Closing Date and issuing and receiving communications regarding ON Line. The Great Basin Manager must be approved by the Management Committee. Great Basin may remove the Great Basin Manager at any time, but shall promptly appoint a replacement subject to Management Committee approval.

(b) On the Effective Date, NPC shall appoint an employee of NPC or SPPC (the “ NPC Manager ”) to be responsible for the day-to-day oversight and coordination of NPC’s responsibilities in respect of ON Line, including managing and directing construction of ON Line after the Acquisition Closing Date, managing and directing the operation and maintenance of ON Line, and issuing and receiving communications regarding ON Line. The NPC Manager must be approved by the Management Committee. NPC may remove the NPC Manager at any time, but shall promptly appoint a replacement subject to Management Committee approval.

4.03 Access to ON Line and ON Line ROW .

(a) Except with respect to Great Basin’s financial information, which is addressed by Section 9.06 , each Party and its representatives and consultants shall have (i) physical access to ON Line (including the ON Line ROW) to the extent that such access does not unreasonably interfere with ON Line, subject to reasonable safety and security requirements of which such Party has been provided advance written notice, (ii) the independent right to (A) monitor the development, construction, management, operation, maintenance and use of ON Line and (B) review and comment on draft copies of ON Line Agreements, applications for Governmental Approvals for ON Line and material communications regarding ON Line and (iii) if requested by a Party, copies of all Governmental Approvals for ON Line (including applications therefor), ON Line Agreements (including drafts thereof), material communications regarding ON Line and all information related to land rights, expected development, construction, management, operation, maintenance or use costs, constructability, creditworthiness, records, operating data, accounts, organizational documents, copies of studies, reports and data and any other information regarding ON Line, in each case as reasonably requested by the requesting Party.

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(b) No Party (or any of its agents, officers or employees) shall be an agent or employee of any other Party, nor shall any Party (or any of its agents, officers or employees) have any power to bind, assume or create any obligation on behalf of any other Party, except as provided in the ON Line Agreements and in separate agreements between the NVE Parties.

4.04 Standard of Performance . The Parties shall comply with all Applicable Laws, all Governmental Approvals for ON Line and all ON Line Agreements. ON Line shall be developed, designed, constructed and managed to comply with all Applicable Laws, all Governmental Approvals for ON Line and all ON Line Agreements and in accordance with Prudent Utility Practices, and each Party shall own and use ON Line in accordance with Prudent Utility Practices, all Applicable Laws, all Governmental Approvals for ON Line and all ON Line Agreements.

4.05 Government Approvals; Cooperation .

(a) Great Basin shall provide such information and assistance in the preparation of the application for any PUCN Approval as is reasonably requested by the NVE Parties and is within the reasonable control of Great Basin or its Affiliates. The NVE Parties shall provide Great Basin with (i) notice as promptly as practicable to allow Great Basin to request confidential treatment from the PUCN for such information and (ii) such assistance as Great Basin may reasonably request in connection with attaining confidential treatment from the PUCN for such information. Great Basin shall participate as reasonably requested from time to time in connection with obtaining any PUCN Approval. Great Basin shall timely file a petition for leave to intervene in the PUCN proceeding(s) related to obtaining any PUCN Approval, retain counsel to represent Great Basin in such proceeding(s) in accordance with NAC 703.510, and actively support the regulatory approval process. No costs incurred by Great Basin in connection with such filing, retaining and support shall be included in the Pre-Closing Costs incurred by Great Basin.

(b) The Parties shall use commercially reasonable efforts to file for the FERC Approval as soon as reasonably practicable after the Effective Date. Each Party shall participate as reasonably required from time to time in connection with the FERC Approval, and actively support the regulatory approval process.

(c) Each Party shall coordinate and cooperate in good faith with the other Parties on all material ON Line-related matters, in order to facilitate development, construction, ownership, management, operation, maintenance and use of ON Line in an effective and cost-efficient manner. Not limiting the generality of the foregoing sentence, the Parties shall cooperate with each other by providing documents and information, participating in meetings and hearings, and performing such other acts, in each case as may be reasonably requested by any other Party in connection with any Governmental Approvals for ON Line, including maximizing ON Line’s Electrical Capacity, Microwave Capacity and Fiber Optic Capacity.

(d) To the extent practicable in the NVE Parties’ sole discretion and as reasonably requested by Great Basin, the NVE Parties will coordinate and cooperate in good

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faith with Great Basin on Great Basin Segment-related matters; provided that such cooperation and coordination shall be at Great Basin’s sole cost and expense (and shall not in any event require either NVE Party to hire additional staff) and could not be expected to burden or adversely impact the NVE Parties or the operation of their businesses or transmission systems, in each case as determined by the NVE Parties in their sole discretion.

(e) Subject to Sections 3.09(a) and 4.05(a) , nothing in this Agreement shall prohibit a Party from intervening in any regulatory proceeding, and taking any position in such proceeding, that it deems appropriate in its sole discretion; provided , however , that to the extent reasonably practicable, each Party will provide the other Parties written notice of its intention to seek to intervene in any proceeding initiated by a Party in connection with this Agreement no less than five (5) days prior to filing its request to intervene.

(f) Each Party shall provide any other Party with information related to ON Line and copies of any Work Product reasonably requested by any such other Party.

(g) Each Party agrees that, in carrying out its obligations under this Agreement, it shall:

(i) appoint qualified personnel (including a qualified person as its ON Line Manager, who may or may not be an Authorized Representative of such Party), as necessary, that have the time and requisite skills to devote to such Party’s assigned responsibilities, in order to perform its responsibilities hereunder;

(ii) use commercially reasonable efforts to perform its respective obligations in order to meet the ON Line Schedule, in accomplishing its assigned tasks, and to provide updated information regarding its progress in respect thereof upon request of the other Parties or as circumstances warrant; and

(iii) act as the interface with, and supervise, all third Persons with which such Party has directly contracted to perform work related to its assigned responsibilities.

4.06 Interconnection and Construction .

(a) ON Line shall be interconnected to the electric transmission systems of the NVE Parties pursuant to the Interconnection Agreements. Each Interconnection Agreement shall contain terms consistent with this Agreement. The Parties shall cooperate and work expeditiously to complete the Interconnection Agreements on a schedule that supports the ON Line Schedule.

(b) Following the Effective Date, the Parties shall discuss and approve the terms and conditions upon which each Material Construction Contract shall be let, it being understood that, unless the Parties otherwise agree, each Material Construction Contract shall, to the extent customary, (i) be lump sum, fixed price contracts, (ii) contain provisions relating to guaranteed performance levels, if applicable, and guaranteed completion dates and, in each case, corresponding liquidated damages and (iii) require each Material Construction Contractor to

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provide credit support for its obligations under the applicable Material Construction Contract in the form of a parent guarantee, bonds, letter of credit or retainage.

4.07 Consultants . Each Project Budget will allow for NPC to engage one or more engineering and other consultants to advise it in the review of all matters relating to ON Line, acceptable to the Management Committee. Additionally, each Party shall have the right to engage one or more Owners’ Engineers and other consultants to advise it with respect to any matters in connection with ON Line, and the cost of such Owners’ Engineers and other consultants shall be borne by such Party, except to the extent such costs are expressly included in a Project Budget or consented to by the Management Committee.

4.08 Change of Name . The Parties shall take such actions required to rename SWIP-S as the “One Nevada Transmission Line” or “ON Line” effective as of the Acquisition Closing Date, and following the Acquisition Closing Date through the Term, the NVE Parties hereby grant a royalty free, irrevocable license in such names to Great Basin only to be used in connection with ON Line; provided , however , that if the NVE Parties do not own an Ownership Interest, then the NVE Parties may revoke such license at no cost.

4.09 Robinson Summit Substation . The Parties shall use commercially reasonable efforts to expeditiously obtain all necessary non-ministerial Government Approvals on terms reasonably acceptable to the Parties to construct the Robinson Summit Substation at the Robinson Summit Location rather than the Thirtymile Location. Upon receipt of all such non-ministerial Government Approvals, the Parties agree not to construct the Robinson Summit Substation at the Thirtymile Location and instead construct such substation at the Robinson Summit Location and such change shall not require modification of, or otherwise impact, any of the terms of this Agreement. If such non-ministerial Governmental Approvals have not been obtained by March 1, 2011, then, unless the Management Committee determines otherwise, the Robinson Summit Substation shall be constructed at the Thirtymile Location rather than the Robinson Summit Location.

ARTICLE V

PROJECT BUDGET AND PAYMENT OF COSTS

5.01 Project Budget .

(a) Submission of Proposed Project Budget . The Managing Party or NPC, as applicable, shall use reasonable efforts to prepare any new or revised Project Budget on the basis of firm pricing obtained from vendors, suppliers and contractors and shall submit such Project Budget to the Management Committee from time to time for its prompt review. If a Party so requests, the Managing Party or NPC, as applicable, shall provide to the Management Committee copies of the data, invoices, price sheets and other information utilized in the preparation of any such Project Budget and shall make the personnel responsible for preparing such Project Budget available to discuss the proposed Project Budget with the Management Committee.

(b) Management Committee Review and Approval . The Management Committee shall promptly review any new or revised Project Budget proposed by the Managing

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Party or NPC, as applicable, and shall complete its review, taking into account any comments and revisions as it may request of the Managing Party or NPC, as applicable. The Management Committee may approve a proposed Project Budget in whole or in part. Each Party acknowledges and agrees that the approval of any new or revised Project Budget and the making of any payment hereunder shall be without prejudice to the audit rights of each Party hereunder. Prior to the Operating Period, the Management Committee shall periodically, but no less frequently than monthly, review (i) the status of the ON Line Activities against the ON Line Budget and ON Line Schedule, (ii) the anticipated, committed and incurred ON Line Costs from and after the Effective Date against the ON Line Budget and (iii) the funding requirements for ON Line Costs forecast for the following month. During the Operating Period, the Management Committee shall periodically, but no less frequently than quarterly, review (i) the status of the Capital Repairs against the applicable Capital Repair Budget, (ii) the anticipated, committed and incurred Capital Repair Costs against the applicable Capital Repair Budget and (iii) the funding requirements for Capital Repair Costs forecast for the following quarter.

(c) Failure to Approve a Proposed Project Budget . If the Management Committee fails to approve a proposed Project Budget or any part thereof, then until the Management Committee approves the proposed Project Budget or disputed part thereof, the unapproved Project Budget or part thereof proposed shall not be implemented; provided that the Project Budget or part thereof most recently approved by the Management Committee shall remain in full force and effect until a new Project Budget or the applicable part thereof is approved, subject to Section 8.01(h)(ii) , and NPC shall be entitled to incur costs for Critical Capital Repairs and the other Parties shall pay their Ownership Percentage share thereof to the extent required by Section 5.04 .

(d) Internal Labor Cost . Each Project Budget may include amounts for the reimbursement of direct internal labor costs incurred by any Party or its Affiliates for employees directly engaged in the performance of ON Line Activities or Capital Repairs, as applicable (other than any costs of either Party with respect to its Authorized Representatives); provided , however , that such internal labor costs shall: (i) not include any amounts attributable to general administrative costs or overhead costs not associated with direct internal labor for employees directly engaged in the performance of ON Line Activities or Capital Repairs, as applicable, and (ii) only include internal labor costs directly attributable to ON Line that would not have been incurred if work was not being performed for ON Line Activities or Capital Repairs, as applicable. A Party seeking reimbursement for direct internal labor costs incurred in accordance with the applicable Project Budget and this Section 5.01(d) shall keep reasonably detailed records of such costs and shall provide such records to the other Parties upon request.

5.02 Compliance with Project Budget; Amendments . The Managing Party and NPC, as applicable, shall use commercially reasonable efforts to manage, or cause to be managed, the commitment of funds so that costs will not exceed funds committed or to be committed by the Parties pursuant to the applicable Project Budget. If, in the reasonable judgment of the Managing Party or NPC, as applicable, any Project Budget, or any material expense category or line item therein, is determined to be materially greater or less than the actual costs of performing the ON Line Activities or Capital Repairs, as applicable, or any material expense category or line item therein, the Managing Party or NPC, as applicable, shall

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prepare an amended Project Budget for approval by the Management Committee at the next regular meeting or at a special meeting called by a Party for such purpose as soon as reasonably practicable following such determination.

5.03 Funding ON Line Costs .

(a) Each Party shall be solely responsible for funding, and shall timely fund, all of its own Development Costs and all of its own Pre-Closing Costs, in each case subject to Section 2.02 , and Great Basin shall be solely responsible for funding, and shall timely fund, all other liabilities and obligations in respect of ON Line arising through the Acquisition Closing Date. Commencing after the Acquisition Closing Date, each Party shall pay for its Ownership Percentage of all Post-Closing Costs arising thereafter in accordance with this Agreement to the extent that, when added to any Development Costs and Pre-Closing Costs funded by such Party (as adjusted by any Closing Payments), such Party has funded up to its respective Ownership Percentage of the ON Line Budget. No Party shall charge a fee to any other Party for performance of its responsibilities as the Managing Party under this Agreement. Subject to Section 16.02(e)(i) and (ii) , respectively, (i) Great Basin, in its capacity as the Managing Party, shall be responsible for reviewing invoices for Pre-Closing Costs (other than costs incurred in respect of the NVE Project) and, from and after the Effective Date, reconciling the payments for such costs to the ON Line Budget on a monthly basis and (ii) NPC, in its capacity as the Managing Party, shall be responsible for reviewing invoices for Post-Closing Costs (including invoices for Direct Pay Amounts) and reconciling the payments for such costs to the ON Line Budget on a monthly basis. Great Basin shall be responsible for timely paying amounts payable in respect of Pre-Closing Costs (other than costs incurred in respect of the NVE Project). NPC shall be responsible for timely paying amounts payable by the Parties in respect of Post-Closing Costs (other than Direct Pay Amounts) from the amounts on deposit in the ON Line Account.

(b) NPC shall establish (on or before the Acquisition Closing Date) and maintain a depositary account (the “ ON Line Account ”) in its name at a financial institution to be selected with the consent of the Management Committee, into which each Party shall deposit its Ownership Percentage of the funds to pay for all Post-Closing Costs (other than Direct Pay Amounts) in accordance with this Agreement. In any period during which Great Basin is exercising its remedy set forth in Section 16.02(e)(i) , NPC shall cause the payments to be made from the ON Line Account as directed by Great Basin.

(i) Subject to Section 5.03(d) , NPC and Great Basin shall pay their respective Ownership Percentages (and, in the case of NPC, SPPC’s Ownership Percentage) of all Direct Pay Amounts when due in accordance with the ON Line Budget and the applicable Material Construction Contract and each Party shall fund into the ON Line Account on a monthly basis its Ownership Percentage of all Post-Closing Costs (other than Direct Pay Amounts) in accordance with Section 5.03(c)(ii) .

(ii) On a monthly basis but in any event no later than the fifth (5th) Business Day of each month, the Managing Party shall submit to the other Parties (A) an invoice of funds that each Party is liable for under this Agreement for the

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previous month and (B) a statement reconciling the prior invoice or invoices in the event the actual amount(s) for which each Party was liable during such month changed as a result of refunds, credits, change orders or other adjustments made to such invoices by the counterparty to the underlying contract. Each invoice and reconciliation statement shall be accompanied by reasonable supporting documentation showing the amounts properly due and payable, a breakdown of the Post-Closing Costs (other than Direct Pay Amounts) represented in such invoice or reconciliation statement, copies of the underlying invoices and supporting materials, and such other supporting documentation as may be reasonably requested by Great Basin in order to submit requisitions and obtain funds under the ON Line Financing Agreements. Any amounts due pursuant to an invoice or reconciliation statement shall be due and payable two (2) Business Days prior to the current month end, or on such later date as may be otherwise set forth in the invoice or reconciliation statement. If a reconciliation statement shows that prior payments by a Party exceeded the actual amount for which such Party was liable, such excess amount shall be credited against the amounts due by such Party in the invoice accompanying such reconciliation statement, or in the event that such excess amount exceeds such Party’s payment obligations under such invoice, the difference between the excess amount determined by such reconciliation statement and the payment obligations of such Party under such invoice shall be paid to such Party no later than two (2) Business Days prior to the current month end.

(d) The Managing Party shall provide the other Parties written notice of any expected Initial Cost Differential or Incremental Cost Differential as soon as reasonably practicable upon receiving notice of any such costs. If, within ten (10) days after receipt of such notice, Great Basin does not elect to fund any such Initial Cost Differential or Incremental Cost Differential, Great Basin shall have no right or obligation to fund its Ownership Percentage of any such Initial Cost Differential or Incremental Cost Differential. If Great Basin does timely elect (such election being irrevocable) to fund its Ownership Percentage (and, in the circumstances described in Section 5.03(e) , the NVE Parties’ Ownership Percentage) of any such Initial Cost Differential or Incremental Cost Differential, then Great Basin shall timely fund any such Initial Cost Differential or Incremental Cost Differential, as applicable, and the amount of any such Initial Cost Differential or Incremental Cost Differential funded by Great Basin shall be reflected in the Monthly Payment as provided in Section 3.06 . To the extent that Great Basin does not timely fund its Ownership Percentage of any Initial Cost Differential or Incremental Cost Differential, the NVE Parties may fund any such portion, and upon (i) the earliest to occur of (A) ON Line COD, (B) an Event of Default by Great Basin, (C) a Condemnation Action or Event of Loss related to ON Line, (D) an election of a right to purchase Ownership Interests under this Agreement and (E) any other material event regarding ON Line as reasonably determined by the NVE Parties and (ii) fifteen (15) days after such earliest date and receipt of PUCN Approval and all required Governmental Approvals on terms acceptable to the NVE Parties, each Party’s Ownership Percentage shall be adjusted such that, following the adjustment, such Party’s Ownership Percentage shall equal a ratio (A) the numerator of which is equal to the portion of the Total Costs paid by such Party and (B) the denominator of which equals the aggregate amount of the Total Costs, and Great Basin shall Transfer the portion of its Ownership Interest corresponding to its excess above its revised Ownership Percentage to the NVE Parties free and clear of any Liens other than Permitted Liens. Great Basin shall execute and record any

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bills of sale, deeds, certificates, memorandum and other documentation as reasonably requested by the NVE Parties to evidence the re-allocation of such interests. Great Basin shall make Applicable Transfer Representations and Warranties in connection with such Transfer.

(e) Notwithstanding anything herein to the contrary, to the extent that the NVE Parties do not timely fund their aggregate Ownership Percentage of any Initial Cost Differential or Incremental Cost Differential, Great Basin shall have the right, but not the obligation, to (A) fund the entire amount of such Initial Cost Differential or Incremental Cost Differential and (B) take over primary responsibility for managing and directing the completion of construction of ON Line as provided in Section 16.02(e)(i) .

5.04 Funding of Capital Repair Costs .

(a) NPC shall establish (on or before the ON Line COD) and maintain a depositary account (the “ Capital Repair Account ”) in its name at a financial institution to be selected with the consent of the Management Committee, in to which each Party shall deposit its Ownership Percentage of the funds to pay for all Capital Repair Costs in accordance with the Capital Repair Budget and this Agreement.

(b) After ON Line COD:

(i) Subject to Section 5.04(c) , each Party shall fund into the Capital Repair Account on a monthly basis its Ownership Percentage of all Capital Repair Costs (other than Direct Pay Amounts) in accordance with Section 5.04(b)(ii) .

(ii) On a monthly basis but in any event no later than the fifth (5th) Business Day of each month, NPC shall submit to the other Parties (A) an invoice of funds that each Party is liable for under this Agreement for the previous month and (B) a statement reconciling the prior invoice or invoices in the event the actual amount(s) for which each Party was liable during such month changed as a result of refunds, credits, change orders or other adjustments made to such invoices by the counterparty to the underlying contract. Each invoice may also include any actual costs for which a Party is liable under this Agreement arising prior to the time such invoice is issued in respect of prior month(s). Each invoice and reconciliation statement shall be accompanied by reasonable supporting documentation showing the amounts properly due and payable, a breakdown of the Capital Repair Costs represented in such invoice or reconciliation statement, copies of the underlying invoices and supporting materials, and such other supporting documentation as may be reasonably requested by Great Basin in order to submit requisitions and obtain funds under the ON Line Financing Agreements. Any amounts due pursuant to an invoice or reconciliation statement shall be due and payable two (2) Business Days prior to the current month end, or on such later date as may be otherwise set forth in the invoice or reconciliation statement. If a reconciliation statement shows that prior payments by a Party exceeded the actual amount for which such Party was liable, such excess amount shall be credited against the amounts due by such Party in the invoice accompanying such reconciliation statement, or in the event that such excess amount exceeds such Party’s payment obligations under such invoice, the difference between the excess amount determined by such reconciliation statement

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and the payment obligations of such Party under such invoice shall be paid to such Party two (2) Business Days prior to the current month end.

(iii) NPC shall be responsible for reviewing invoices for Capital Repair Costs. NPC shall be responsible for timely paying amounts payable by the Parties in connection with any Capital Repairs from the amounts on deposit in the Capital Repair Account. NPC shall be responsible for reconciling the payments for Capital Repair Costs to the applicable Capital Repair Budget on a monthly basis. In any period during which Great Basin is exercising its remedy set forth in Section 16.02(e) , NPC shall cause the payments to be made from the Capital Repair Account as directed by Great Basin.

(c) NPC shall provide the other Parties written notice of any Capital Repair Costs as soon as reasonably practicable upon receiving notice of any such costs. If, within ten (10) days after receipt of such notice, Great Basin does not elect to fund any such Capital Repair Costs, Great Basin shall have no right or obligation to fund its Ownership Percentage of any such Capital Repair Costs. If Great Basin does timely elect (such election being irrevocable) to fund its Ownership Percentage of any such Capital Repair Costs, then Great Basin shall timely fund its Ownership Percentage of any such Capital Repair Costs, and the amount funded by Great Basin in respect of Capital Repair Costs be reflected in the Monthly Payment as provided in Section 3.06 . To the extent that Great Basin does not timely fund its Ownership Percentage of any Capital Repair Costs, but subject to Section 5.04(d) , the NVE Parties shall fund any such portion, and upon (i) the earliest to occur of (A) any anniversary of the ON Line COD, (B) an Event of Default by Great Basin, (C) a Condemnation Action or Event of Loss related to ON Line, (D) an election of a right to purchase Ownership Interests under this Agreement, and (E) any other material event regarding ON Line as reasonably determined by the NVE Parties and (ii) fifteen (15) days after such earliest date and receipt of PUCN Approval and all required Governmental Approvals on terms acceptable to the NVE Parties, each Party’s Ownership Percentage shall be adjusted such that, following the adjustment, such Party’s Ownership Percentage shall equal a ratio (x) the numerator of which is equal to the portion of the Total Costs paid by such Party and (y) the denominator equals the Total Costs, and Great Basin shall Transfer the portion of its Ownership Interest corresponding to its excess above its revised Ownership Percentage to the NVE Parties free and clear of any Liens other than Permitted Liens. Great Basin shall execute and record any bills of sale, deeds, certificates, memorandum and other documentation as reasonably requested by the NVE Parties to evidence the re-allocation of such interests. Great Basin shall make Applicable Transfer Representations and Warranties in connection with such Transfer.

(d) Notwithstanding anything to the contrary in this Agreement, no Party shall be required to pay for any Capital Repair Costs that are not in accordance with the applicable Capital Repair Budget.

5.05 Cost Reductions . Except as set forth in Section 13.03 or Section 14.03 , all Cost Reductions shall be applied to the particular ON Line Cost, Capital Repair Cost, Event of Loss Cost or Condemnation Action Cost that gave rise to such Cost Reduction and shall be shared among the Parties in proportion to the amounts funded by the Parties in respect of the

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costs giving rise to such Cost Reduction (it being understood for the avoidance of doubt that such Cost Reductions shall be paid solely to, and for the account of, the NVE Parties to the extent they were received in respect of Capital Repairs, an Event of Loss in respect of ON Line or Condemnation Action in respect of ON Line, in each case, not funded by Great Basin).

5.06 Invoicing and Payment .

(a) All payments made by a Party under Sections 5.03(c)(ii) and 5.04(b)(ii) shall be made in Dollars by electronic funds transfer or wire transfer in immediately available funds for receipt by the due date to the applicable Project Account or to such other Person(s) as the Management Committee may determine.

(b) Each Party shall make all Contributions required hereunder as and when due, without demand, counterclaim, setoff, deduction or defense, and each Party waives, to the extent permitted by Applicable Law, all rights now or hereafter conferred by statute or otherwise with respect to any such demand, counterclaim, setoff, deduction or defense to the applicable account or accounts.

5.07 Defaulted Contributions .

(a) If a Party fails to pay the full amount of any payments when required to do so pursuant to Sections 5.03(c) or 5.04(b) (each, a “ Contribution ” and such Party, the “ Non-Contributing Party ”), then any Party that has paid its Contribution (the “ Contributing Party ”) shall have the right, but not the obligation, to make an advance (an “ Advance ”) on behalf of the Non-Contributing Party in respect of the unpaid Contribution of the Non-Contributing Party (the “ Unpaid Contribution ”). Such Advance shall bear interest at a rate equal to the Default Rate from the date such Advance was made until the date such Advance is fully repaid in cash by the Non-Contributing Party. Advances shall be repaid, with interest at the Default Rate, by the Non-Contributing Party at any time after the date the Advance is made upon written demand therefor by the Contributing Party. Each Advance shall be an obligation of the Non-Contributing Party to the Contributing Party and the Contributing Party may enforce and recover from the Non-Contributing Party the Advance in accordance with any of its remedies hereunder or at equity or in law. If either of the NVE Parties is the Non-Contributing Party, then the other NVE Party, as applicable, shall have the first right to be the Contributing Party, which right must be exercised within five (5) Business Days after the date the Unpaid Contribution was required to be made. Each Advance for an Unpaid Obligation shall cure any Event of Default therefor with respect to the Party that is not the Contributing Party or the Non-Contributing Party.

(b) The election by a Party to make or not to make an Advance in respect of an Unpaid Contribution shall not operate as waiver of the rights of such Party under this Agreement or at law or in equity, including the right to claim damages as a result of such Unpaid Contribution, and Advances made in respect of an Unpaid Contribution shall not relieve the Non-Contributing Party of its obligations hereunder.

5.08 Payment on Non-Business Day . If any Contribution under this Agreement is required to be made on a day other than a Business Day, the due date for such

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Contribution shall be extended to the next Business Day, unless provided otherwise in the Material Construction Contracts.

5.09 Project Accounts . All Project Accounts established pursuant to this Agreement shall be in the name of NPC and used solely for the purposes set forth in this Agreement. Funds on deposit in each Project Account shall be kept in or swept into interest-bearing accounts to the extent reasonably practicable but in no event shall any such funds be commingled with any other funds of NPC or its Affiliates. All interest accrued on the amounts in each Project Account shall accrue to the benefit of the NVE Parties; provided , that to the extent any amounts funded by Great Basin are kept in any Project Account for more than thirty (30) days, Great Basin shall be entitled to interest accrued on such amounts from the date such amounts are deposited into the Project Account until they are disbursed.

ARTICLE VI

DEVELOPMENT AND CONSTRUCTION OF GREAT BASIN SEGMENTS

6.01 Transmission Improvements . If any improvements on the transmission systems of the NVE Parties are undertaken for any reason prior to GB Segment Financial Closing (including as specified in Schedule 1) that would otherwise be made as part of the construction of the Great Basin Segments (each, a “ Transmission Improvement ”), then NPC or SPPC, as applicable, shall initially bear the full cost of any such Transmission Improvement and Great Basin shall pay to NPC or SPPC, as applicable, at GB Segment Financial Closing an amount for any such Transmission Improvement equal to the lesser of (a) the actual cost (adjusted for depreciation) incurred by NPC or SPPC, as applicable, for any such Transmission Improvement and (b) any avoided cost to the Great Basin Segments by reason of any such Transmission Improvement. If Great Basin pays to NPC or SPPC, as applicable, at GB Segment Financial Closing for any such Transmission Improvement, then, NPC or SPPC, as applicable, shall transfer title to such Transmission Improvement (to the extent owned by the NVE Parties) to Great Basin at GB Segment Financial Closing pursuant to documentation reasonably satisfactory to Great Basin, and NPC or SPPC, as applicable, shall make the Applicable Transfer Representations and Warranties to Great Basin in connection with such transfer. Notwithstanding anything herein to the contrary, the NVE Parties shall have the right to operate and maintain the Transmission Improvements prior to GB Segment Financial Closing, which operation and maintenance shall be in accordance with Prudent Utility Practices (including any Electric Reliability Organization requirements), Governmental Approvals for the Transmission Line (or applicable portion thereof) and Applicable Law; provided , that Great Basin shall be solely responsible for, and shall pay, all costs and expenses associated with capital repairs, replacements and maintenance of the Transmission Improvements after GB Segment Financial Closing. NPC or SPPC, as applicable, shall provide Great Basin with such information and documentation as may be within its reasonable control and as may be reasonably requested by Great Basin in order for Great Basin to determine or verify the actual cost of any such Transmission Improvement.

6.02 Development and Construction . Great Basin shall be solely responsible for the development and construction of the Great Basin Segments and any costs or liabilities in respect thereof; provided , however , that the following shall be subject to the prior

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review and written consent, not to be unreasonably withheld, conditioned or delayed, of the NVE Parties: (a) the design of the Great Basin Segments, (b) the design and construction activities related to the Great Basin Segments interconnection upgrades insofar as such activities involve the Robinson Summit Substation or the Harry Allen Substation and (c) the use or crossing of any of the NVE Parties’ facilities or rights-of-way (other than as permitted in Section 6.05 and the SNIP Agreement); provided , further , that (i) with respect to clause (a) above, no approval of the NVE Parties shall be required if the design of the Great Basin Segments is consistent with the design of ON Line, with such deviations as set forth in Schedule 7 , and the requirements of the NVE Parties’ transmission systems, (ii) the NVE Parties shall have the right to review the Great Basin Segment design to ensure consistency with the ON Line design and the requirements of the NVE Parties’ transmission systems and (iii) nothing in this Agreement shall limit the review of the Great Basin Segment design by any NVE Party in connection with the negotiation or administration of the Interconnection Agreements or in such Party’s role as Balancing Authority. Notwithstanding the foregoing, no review of, or comments about, any information provided to the NVE Parties in respect of the Great Basin Segments, and no failure by the NVE Parties to review or comment on any such information, shall cause a transfer of responsibility for such information to the NVE Parties, nor imply the NVE Parties’ agreement with any assumption upon which such information is based or any matter underlying or contained therein.

6.03 Compliance with Laws and Conduct . Great Basin shall comply with all Applicable Laws, all Governmental Approvals for the Great Basin Segments and all agreements for the Great Basin Segments. Great Basin shall cause the Great Basin Segments to be developed, designed, constructed and managed to comply with all Applicable Laws, all Governmental Approvals for the Great Basin Segments, all agreements for the Great Basin Segments and in accordance with Prudent Utility Practices.

6.04 Quarterly Reports . Great Basin shall provide the NVE Parties with quarterly progress reports detailing all material issues relating to the Great Basin Segments’ development, construction, management, operating and maintenance activities and will promptly notify the NVE Parties of any Material Event that occurs regarding the Great Basin Segments, subject in each case to compliance by Great Basin with any applicable confidentiality restrictions and Applicable Law; provided , that Great Basin shall use commercially reasonable efforts to ensure that any agreements entered into by Great Basin in connection with development, construction, management, operating and maintenance activities in respect of the Great Basin Segments shall allow the disclosure of information by Great Basin to the NVE Parties under this Section 6.04 .

6.05 SNIP Option .

(a) NPC hereby grants Great Basin the option (the “ SNIP Option ”) to acquire certain rights with respect to the Applicable Centennial Phase 3 Facilities as described in the SNIP Agreement (the “ Applicable Centennial Phase 3 Rights ”) for a payment to NPC equal to thirty-eight million eight-hundred thousand Dollars ($38,800,000) (the “ Option Exercise Price ”), provided , that (i) Great Basin shall provide NPC with at least ninety (90) days’ prior written notice of its election to exercise the SNIP Option, and (ii) in exercising the Applicable Centennial Phase 3 Rights (A) Great Basin shall not interfere with the operation of any NPC

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facilities (except as may be agreed to by NPC in writing in connection with the construction of the SNIP) and (B) all material aspects of the design and construction of any elements to be constructed on NPC’s facilities or in its right-of-way shall be subject to NPC’s prior review and written approval, including with respect to the impact on the operation or any potential expansion (other than any potential expansion to the extent that it is mutually exclusive with Great Basin’s construction of a portion of the SNIP on the Applicable Centennial Phase 3 Facilities to the extent provided in the SNIP Agreement) or modification of NPC’s facilities or use of its rights-of-way, not to be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing in this Section 6.05(a) , including the provision of such exercise notice, the SNIP Option shall expire, and shall no longer be exercisable, if any of the following occur: (1) the Environmental Assessment for the SNIP has not been issued for public review on or before June 1, 2012, (2) the Decision Record/Finding of No Significant Impact for the SNIP has not been issued on or before February 1, 2013 or (3) GB Segment Financial Closing has not occurred prior to the GB Segment Financial Closing Deadline; provided , however , that (A) the foregoing dates under clauses (1)-(3) above shall be extended to the extent that the applicable events did not occur due to Force Majeure (but in no event shall the date set forth in clause (3) above be extended beyond March 31, 2019) and (B) the foregoing dates under clauses (1) and (2) above shall be extended so long as Great Basin has previously provided NPC with a reasonably detailed cure plan that demonstrates to NPC’s reasonable satisfaction that the GB Segment Financial Closing will occur by the GB Segment Financial Closing Deadline and Great Basin diligently pursues such cure plan.

(b) If the SNIP Option is exercised in accordance with Section 6.05(a) , NPC and Great Basin shall take the actions set forth in Section 6.05(b)(iv ) on the SNIP Option Closing Date. NPC’s obligation to Transfer the Applicable Centennial Phase 3 Rights to Great Basin, and the Great Basin’s obligation to purchase the Applicable Centennial Phase 3 Rights from NPC, are each subject to satisfaction of the following conditions, except to the extent waived in writing by NPC with respect to the conditions set forth in Sections 6.05(b)(i)-(viii) and by Great Basin with respect to the conditions set forth in Sections 6.05(b)(ii)-(v) and (vii)-(viii) :

(i) Great Basin shall be in compliance with Sections 6.05(a)(i)-(ii) and each of the deadlines in Sections 6.05(a)(1)-(2) has been satisfied.

(ii) GB Segment Financial Closing has occurred or shall occur simultaneously with the SNIP Option Closing.

(iii) The FERC Approval and the BLM SNIP License Consent has been duly obtained, made or given and shall be in full force and effect and no change to the form of SNIP Agreement agreed by the Parties has been made as to require further FERC approval of the SNIP Option Closing.

(iv) The other Party shall have paid or executed and delivered, or caused to be executed and delivered to it, as applicable, the items set forth below:

(1) Great Basin and NPC shall execute the SNIP License and Sale Agreement substantially in the form attached hereto pursuant to Section 2.03(m) (the “ SNIP Agreement ”).

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(2) Great Basin shall pay NPC an amount equal (A) to the Option Exercise Price, minus (B) one-seventh (1/7) of up to fifteen million Dollars ($15,000,000) of the GB Segment Development Costs incurred prior to GB Segment Financial Closing;

(3) NPC and Great Basin shall execute and deliver any documentation reasonably requested by the other that is necessary or appropriate to record the SNIP Agreement.

(v) Each of the representations and warranties made by the other Party in the SNIP Agreement shall be true and correct in all material respects on and as of the SNIP Option Closing Date as though made on and as of the SNIP Option Closing Date except to the extent that such representations and warranties contain a materiality qualifier, in which case they shall be true and correct in all respects.

(vi) There shall not be an Event of Default by Great Basin continuing unless Great Basin has presented a plan for remedying such Event of Default that is reasonably acceptable to NPC.

(vii) No Governmental Authority has issued a final, non-appealable order preventing the consummation of the SNIP Option Closing.

(viii) The Parties have agreed upon the disclosure schedules to be attached to the SNIP Agreement for purposes of Section 8 of the SNIP Agreement.

(c) Great Basin shall keep reasonably detailed records of its GB Segment Development Costs and shall promptly provide such records to NPC upon request.

(d) If (i) NPC Transfers the Applicable Centennial Phase 3 Rights to Great Basin and (ii) prior to GB Segment COD, Great Basin seeks to Transfer any SNIP Option Right or any right, interest or asset associated with SNIP construction on or in the Applicable Centennial Phase 3 Facilities (such Transfer to be subject to Article XV ) (a “ SNIP Option Right Transfer ”), NPC shall have the right to repurchase the Applicable Centennial Phase 3 Rights and the improvements on the Applicable Centennial Phase 3 Facilities for an amount equal to (i) the sum of (A) the Option Exercise Price and (B) the fair market value of any improvements to the Applicable Centennial Phase 3 Facilities made by Great Basin, minus (ii) the amount set forth in Section 6.05(b)(iv)(2)(B) (for the avoidance of doubt, the Option Exercise Price and GB Segment Development Costs used to calculate the amount to be paid by NPC under this Section 6.05(d) shall not be subject to escalation or other adjustment notwithstanding the date on which it is paid); provided , however , that the provisions of this Section 6.05(d) shall not apply to any SNIP Option Right Transfer made in connection with a Transfer of all of the assets of both Great Basin Segments pursuant to Article XV , any Transfer pursuant to Section 15.03(f) or a one-time Transfer of an undivided interest in all of the assets of both Great Basin Segments to the Western Area Power Administration pursuant to Article XV . Great Basin shall give NPC prior written notice of such Transfer, and NPC shall have thirty (30) days after the receipt of such notice to exercise such right, after which such right shall terminate; provided , however , that such termination shall only apply with respect to the proposed Transfer (and not subsequent

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Transfers) and if such Transfer is not consummated within ninety (90) days after delivery of such notice, NPC’s purchase right shall be reinstated, and Great Basin shall be required to again give NPC prior written notice of such Transfer. Subject to the approval of any GB Segment Lender then foreclosing on Great Basin’s assets (including any deed-in-lieu of foreclosure) under the GB Segment Financing Agreements with the Great Basin Lenders, Great Basin shall Transfer all of the Applicable Centennial Phase 3 Rights to NPC free and clear of any Liens other than Permitted Liens within fifteen (15) days after the later of the receipt of such notice and receipt of PUCN Approval and all required Governmental Approvals on terms acceptable to NPC, and Great Basin shall make Applicable Transfer Representations and Warranties in connection with such Transfer.

ARTICLE VII

OPERATION OF THE TRANSMISSION LINE

7.01 Transmission Line Operation ; ON Line Maintenance .

(a) One or both of the NVE Parties shall be the Operator of the Transmission Line and have sole responsibility for the performance of all Operating Activities and Capital Repairs, including all activities reasonably necessary or advisable in connection with the management, operation and maintenance of ON Line, the administration of the ON Line Agreements and the operation of the Great Basin Segments. Notwithstanding anything in this Agreement to the contrary, the NVE Parties shall have sole discretion over the performance of the Operating Activities, subject to (i) Prudent Utility Practices (including any Electric Reliability Organization requirements), (ii) Governmental Approvals for the Transmission Line (or applicable portion thereof) and (iii) Applicable Law. Subject to Sections 3.09(c) and 10.02 , the NVE Parties are solely responsible for Operating Costs, and the NVE Parties shall reimburse Great Basin within thirty (30) days after receipt of an invoice from Great Basin for Operating Costs that Great Basin incurs in the performance of Operating Activities for ON Line undertaken in response to a request from NPC or the Management Committee; provided , however , that Great Basin shall not be entitled to be reimbursed for any of the following: (i) any lobbying costs, (ii) any legal fees associated with Great Basin’s participation in regulatory proceedings where such participation has not been approved in advance by the Management Committee, (iii) any gift of items, money or entertainment in connection with ON Line, including political or campaign contributions, (iv) third-Person costs, expenses and fees for lawyers, other consultants, financing parties and agents incurred by Great Basin in connection with the ON Line Financing (including application and other fees and expenses in connection with any loan guarantee or other program provided by the U.S. Department of Energy) and the costs associated with Great Basin’s auditing and reporting requirements under this Agreement and the ON Line Financing Agreements, (v) costs and expenses incurred in the preparation, negotiation, execution or delivery of this Agreement, (vi) any amounts attributable to general administrative costs or overhead costs not associated with direct internal labor for employees directly engaged in the performance of Operating Activities, (vii) any amounts incurred by Great Basin in connection with the Great Basin Segments or (viii) any interest or costs associated with carrying such costs and expenses. Great Basin shall be solely responsible for Great Basin O&M Costs, including any such costs incurred by any NVE Party in its role as Operator of the Great Basin Segments, and Great Basin shall reimburse the NVE Parties within thirty (30) days after receipt of an invoice from the NVE

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Parties for any costs incurred by any NVE Party in performing its duties as Operator of the Great Basin Segments.

(b) At least six (6) months prior to the anticipated ON Line COD, as set forth in the ON Line Schedule, and thereafter at least ninety (90) days prior to each anniversary of the ON Line COD, the NVE Parties shall prepare and submit an annual Operating Plan and Capital Repair Budget for the Management Committee’s review and discussion, but (only with respect to the Operating Plan) not approval. Within two (2) months after receipt of such proposed initial Capital Repair Budget, and within thirty (30) days after receipt of each subsequent Capital Repair Budget, the Management Committee shall adopt or reject such Capital Repair Budget. If the Management Committee rejects the proposed Capital Repair Budget, then the Management Committee and the NVE Parties will work together in good faith to seek to adopt an agreed Capital Repair Budget, as applicable, within four (4) months after the original receipt of the initial Capital Repair Budget, and within sixty (60) days after the original receipt of each subsequent Capital Repair Budget.

(c) At least six (6) months prior to the anticipated GB Segment Financial Closing, the NVE Parties shall submit to Great Basin an indicative estimate of the annual costs and expenses to be incurred by the NVE Parties to operate the Great Basin Segments. At least six (6) months prior to the anticipated date of commercial operation of each Great Basin Segment, and thereafter at least ninety (90) days prior to each anniversary of the commercial operation date of each Great Basin Segment, the NVE Parties shall prepare and submit an annual Operating Plan for the Management Committee’s review and discussion, but not approval.

7.02 Great Basin Segment Maintenance . Great Basin shall be solely responsible for the maintenance of the Great Basin Segments and shall cause such Great Basin Segments to be maintained and used in accordance with (a) Prudent Utility Practices (including any Electric Reliability Organization requirements), (b) Governmental Approvals for the Transmission Line (or applicable portion thereof) and (c) Applicable Law, and Great Basin shall be solely responsible for any Great Basin O&M Costs. In order to enable the NVE Parties to monitor and operate the Great Basin Segments, Great Basin shall provide, at the request of the NVE Parties, its annual maintenance and proposed outage schedules for its facilities; provided , that Great Basin’s provision of such schedules shall not constitute acceptance or approval by the NVE Parties of such schedules.

7.03 Operational and Maintenance Standards .

(a) The NVE Parties shall cause the Transmission Line to be operated, and ON Line to be maintained, in accordance with (i) Prudent Utility Practices (including any Electric Reliability Organization requirements), (ii) Governmental Approvals for the Transmission Line (or applicable portion thereof) and (iii) Applicable Law.

(b) The NVE Parties may, in accordance with the following provisions, direct the other Parties to interrupt or reduce deliveries of electrical power on the Transmission Line (i) when necessary in order to maintain, repair, replace, remove, investigate, inspect or test any part of the Transmission Line or any meters for the Transmission Line, (ii) if

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the NVE Parties determine, in their sole discretion, that interruption or reduction is necessary for safety or emergencies or reasonably conclude that the energy delivered to or transmitting on the Transmission Line does not conform to Prudent Utility Practices or this Agreement or jeopardizes the integrity or use of the transmissions system or Transmission Line or (iii) if it is otherwise required to do so in accordance with Electric Reliability Organization requirements. With respect to any interruption or reduction of deliveries of electrical power pursuant to clauses (i)-(iii) of the preceding sentence, the NVE Parties shall limit the length of any such interruption or reduction to that time reasonably necessary to correct the problem or comply with the Electric Reliability Organization requirements, as applicable. In any of these events, the curtailment shall be accomplished in proportion to each Party’s Capacity Entitlement and/or use, as applicable, on the Transmission Line, except where curtailing in such a manner is not consistent with Prudent Utility Practices. Each Party shall promptly effect such interruption in, or reduction of, delivery as the NVE Parties shall direct pursuant to this Section 7.03(b) upon notice from the NVE Parties. In the event notice is impracticable or a Party fails to promptly comply therewith, the NVE Parties may effect the same by direct action. If any NVE Party becomes aware that a Party is using the Transmission Line in excess of its Capacity Entitlement or its rights to Fiber Optic Capacity or Microwave Capacity as set forth in Section 3.03 , then the NVE Parties shall have the authority to cause the excess usage to be curtailed.

(c) Notwithstanding anything to the contrary in this Agreement, any Party may subcontract any or all of its maintenance obligations under this Article VII to an Independent Contractor pursuant to a Maintenance Agreement; provided , however , that (i) no such agreement shall relieve such Party from its obligations under any related provisions of this Agreement and (ii) such Independent Contractor is reasonably acceptable to the other Parties.

7.04 Balancing Authority; Balancing Authority Area . Subject to Section 16.02(e)(iii) , the Transmission Line shall be within one or both of the NVE Parties’ Balancing Authority Area and one or both of the NVE Parties shall be the Balancing Authority for the Transmission Line. Great Basin shall negotiate balancing area agreements with the NVE Parties for the Great Basin Segments on terms and conditions reasonably acceptable to the Parties. Great Basin shall reimburse the NVE Parties for any services provided pursuant to the Balancing Authority Area Services Agreement in accordance with the requirements of such agreement.

7.05 Ancillary Services . Neither of the NVE Parties shall be required to provide any Ancillary Services to Great Basin, except to the extent set forth in a separate agreement (including any Balancing Authority Area Services Agreement) for the provision of such Ancillary Services (if any) between NPC and Great Basin or SPPC and Great Basin, as applicable.

7.06 Transmission Losses . On and after the date of commercial operation of the first Great Basin Segment to achieve commercial operation, losses on the Transmission Line (“ Transmission Losses ”) shall be allocated as follows: (a) Transmission Losses on ON Line associated with the NVE Parties’ Capacity Entitlement on ON Line shall be calculated first, as if the Great Basin Segments had not been built (i.e., line loading will be at a minimum 600MW) and such losses will be borne solely by the NVE Parties; and (b) all subsequent or additional Transmission Losses associated with the remaining Electrical Capacity over ON Line and over

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each of the Great Basin Segments, calculated individually, shall be borne on a pro rata basis by the Parties based on their usage.

7.07 Dynamic Transfers . The NVE Parties shall consider, on a case-by-case basis and in good faith, the implementation of dynamic schedules and pseudo-tie services that are reasonably requested by Great Basin on behalf of generation interconnection customers directly interconnecting to the Transmission Line that are utilizing some portion or all of Great Basin’s Capacity Entitlement.

ARTICLE VIII

MANAGEMENT COMMITTEE; PROJECT COMPANY

8.01 Management Committee .

(a) Composition . The Parties hereby establish the Management Committee, which is and shall be composed of one (1) representative from the NVE Parties and one (1) representative from Great Basin (each, a “ Representative ”). The Management Committee will have general oversight over the development, construction, ownership and management of ON Line. Each Representative shall have the right and authority to bind the Party or Parties it represents. In addition, Great Basin shall designate an alternate to its Representative and the NVE Parties shall designate an alternate to their Representative (each, an “ Alternate Representative ”) with the authority to serve in place of, and with the authority of, such Representative if such Representative is absent from or not available to attend a Management Committee meeting. The NVE Parties and Great Basin shall notify the other in writing of its Representative and Alternative Representative within fifteen (15) days after the Effective Date. Each of Great Basin and the NVE Parties may remove and replace its or their Representative or Alternate Representative (collectively, its “ Authorized Representatives ”) at any time, with or without cause and without the approval of the other Parties, upon written notice to the other Parties. Each of Great Basin and the NVE Parties shall promptly give written notice to the other Parties of any change in the business address or business telephone of either of its or their Authorized Representatives. Each Authorized Representative shall be an agent of the Party or Parties that designated such Authorized Representative. Accordingly, (i) each Authorized Representative shall have power to act (or refrain from acting) solely in accordance with the wishes of the Party or Parties that designated such Authorized Representative, (ii) the acts of an Authorized Representative in respect of any matter shall be deemed to be the acts of the Party or Parties that designated such Authorized Representative and (iii) no Authorized Representative shall owe (or be deemed to owe) any duty (fiduciary or otherwise) to any Party other than the Party or Parties that designated such Authorized Representative. Each of Great Basin and the NVE Parties shall be responsible for the compensation and expenses of its or their Authorized Representatives. Notwithstanding the foregoing, no Authorized Representative, in such capacity, shall have the authority to amend, waive, revise, modify or terminate this Agreement or any portion thereof, serve any notice alleging breach of this Agreement, enter into, settle or otherwise dismiss any arbitration proceeding under Section 19.02 or claim or accept a claim of Force Majeure as an excuse to performance under this Agreement.

(b) Attendance . Each Party shall use reasonable efforts to cause its Representative or Alternate Representative to attend each meeting of the Management

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Committee, and no Party shall withhold the presence or participation of its Representative or Alternate Representative to prevent, delay or forestall decisions on matters under consideration by the Management Committee. The Parties shall cause their respective Authorized Representatives not to unreasonably withhold, condition or delay any actions of the Management Committee. A reasonable number of other employees or agents of the Parties may attend meetings of the Management Committee. Meetings may be conducted in person, by telephone or video conference call, or by other means which permit an Authorized Representative of each Party to be verified and to hear and be heard by the other Authorized Representative and which are acceptable to both Authorized Representatives. Attendees who are not Representatives, or in the case that a Representative is not in attendance, who are not the applicable Alternate Representative, shall be identified at the commencement of such meeting and shall have no power to vote on any matters, but may participate in discussions in accordance with the Management Committee’s rules of order, which may limit the amount of time that the employees or other agents may participate.

(c) Meeting; Notice . Unless the Parties agree otherwise, the Management Committee shall meet as necessary or appropriate (i) but no less frequently than monthly from the Effective Date until the commencement of the Operating Period and quarterly thereafter and (ii) at special meetings called by any Party following five (5) Business Days’ prior written notice of such a special meeting to the other Party’s Representative and so long as such meeting is reasonable under the circumstances. The Chair of the Management Committee shall provide written notice to the other Authorized Representatives stating the place (or means if by telephone conference or other means), date and hour of each meeting of the Management Committee, together with a detailed agenda for the meeting, not less than five (5) days before the date of the meeting (unless such notice is waived by an Authorized Representative of each Party either at the meeting or by written consent before or after the meeting). Any Party may submit an item for inclusion on the agenda of any Management Committee meeting. Attendance of an Authorized Representative of a Party at a meeting of the Management Committee shall constitute a waiver of notification of the meeting by such Party.

(d) Rules . The Management Committee may adopt such rules of order, policy statements and directives as it considers necessary or appropriate for the conduct of its business and the exercise of its powers, none of which shall conflict with this Agreement or any ON Line Agreement.

(e) Chair . The Representative of the NVE Parties shall serve as the initial chairperson of the Management Committee (the “ Chair ”). Unless the Management Committee decides otherwise, commencing on the first day of each calendar year following the Effective Date, the Chair of the Management Committee shall rotate between (i) the Representative for the NVE Parties and (ii) the Representative for Great Basin. The Chair shall be responsible for the maintenance of minutes of each Management Committee meeting and the recordation of the results of each vote taken and shall promptly provide a copy of such minutes and voting records to the other Authorized Representatives. The Chair shall have no powers or duties other than those specifically conferred by this Agreement, and shall have no voting or veto power in addition to the right to vote as a Representative. In the absence of the Chair at any

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Management Committee meeting, the applicable Alternative Representative shall be the Chair for such meeting.

(f) Quorum and Voting . Except as provided in Section 16.02(c) , meetings of the Management Committee shall require a quorum consisting of (i) an Authorized Representative of the NVE Parties and (ii) an Authorized Representative of Great Basin. If a quorum is not present at the commencement of any meeting, the Chair will reschedule the meeting to take place within the following ten (10) days and will give notice of such rescheduled meeting to the Representatives and Alternate Representatives. If at two successive meetings following the originally scheduled meeting a quorum is not present due to the same Party’s Authorized Representative not being present at such meetings, then, if such Party’s Authorized Representative is not present for the last such meeting, the attendance of the other Party’s Authorized Representative at such meeting shall constitute a quorum. Subject to Sections 8.01(f) and 16.02(c) , all decisions of the Management Committee shall require the affirmative vote of (i) an Authorized Representative of the NVE Parties and (ii) an Authorized Representative of Great Basin.

(g) Action by Written Consent. Any action which may be taken by the Management Committee under this Agreement may be taken without a meeting if each Representative and Alternate Representative is given prior notice in writing or by telephone or facsimile transmission and a copy of the proposed consent, and a consent setting forth the action taken is executed by (i) an Authorized Representative of the NVE Parties and (ii) an Authorized Representative of Great Basin.

(h) Deadlocks . If the Authorized Representatives participating in a meeting of the Management Committee are unable to reach agreement on a matter put to vote (a “ Deadlock ”), the Parties shall attempt to resolve such Deadlock through negotiations of the Authorized Representatives. If such Deadlock is not resolved within seven (7) days, the Deadlock shall be referred to a panel consisting of a senior executive (President or Vice President) of each Party with the authority to resolve the matter causing such Deadlock. Such panel shall convene within seven (7) days after the expiration of the aforementioned seven (7)- day period and the members of such panel shall attempt in good faith to promptly resolve such Deadlock. Notwithstanding a Deadlock regarding the use of contingency in the ON Line Budget, the Managing Party may utilize contingency in the ON Line Budget to fund any Critical Change Order.

(i) If a Deadlock occurs prior to ON Line Financial Closing and the Parties are unable to achieve a resolution of such Deadlock within seventy-five (75) days after the panel of senior executives has convened or ninety (90) days after the Deadlock occurred, whichever occurs sooner, then any Party may elect to terminate this Agreement pursuant to Section 11.03(a)(v) .

(ii) If a Deadlock arises regarding the approval of any amount in a Capital Repair Budget or any Capital Repair, the remainder of the Capital Repair Budget approved shall take effect. Notwithstanding such Deadlock, the NPC may carry out Critical Capital Repairs.

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8.02 Non-Delegable Actions . Notwithstanding the delegation of authority granted to the Parties in this Agreement, but subject to Sections 7.01(a) and 8.01(h)(ii) , the following actions shall be performed by, and shall require the affirmative approval of, the Management Committee in accordance with the requirements of Section 8.01 :

(a) The adoption of, and modifications to, any Project Budget, including the establishment of any reserve accounts;

(b) The submission of any initial application for any non-ministerial Governmental Approval for ON Line, the application for renewal or material modification of any such Governmental Approval or the acceptance of any such Governmental Approval or material modification thereof;

(c) The selection of any Material Construction Contractor and any other major contractor or vendor or any subcontractor to any major contractor or vendor (to the extent the right to approve subcontractors of any such major contractor or vendor is granted to any Party in the relevant ON Line Agreement);

(d) Finalization of the detailed design for ON Line, material modifications to such design, modifications to such design that could be reasonably expected to adversely affect the Electrical Capacity, Microwave Capacity or Fiber Optic Capacity or WECC rating of the Transmission Line;

(e) The approval of, or modifications to, the ON Line Schedule;

(f) The execution, termination of, material amendment to, issuing a material change order under, or waiver of a material provision of any ON Line Agreement or the exercise of remedies under any ON Line Agreement;

(g) The initiation of litigation, arbitration or other dispute resolution mechanism relating to ON Line under any ON Line Agreement or otherwise;

(h) The settlement of any litigation, arbitration or other dispute relating to ON Line under any ON Line Agreement or otherwise or any insurance or warranty claims relating to ON Line;

(i) The disposition of any ON Line assets (other than dispositions in the ordinary course of business to Persons not Affiliated with the Parties of surplus or obsolete assets having a value of less than one hundred thousand Dollars ($100,000));

(j) The approval of any public announcements relating to ON Line, except as set forth in Section 20.08(d) ;

(k) The adoption and implementation of the Insurance Plan and any modifications thereto;

(l) The approval of the appointment of any ON Line Manager and any replacement thereof;

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(m) The determination to commence Wind-Up Events;

(n) The issuance of a notice to proceed or any completion or similar certificate or the acceptance of any performance tests under any Material Construction Contract;

(o) The decision to form or dissolve a Project Company and all decisions with respect to the ownership and governance of such Project Company, except to the extent governance is otherwise provided for in such Project Company’s organizational documents; and

(p) The approval of community outreach and government relations programs for ON Line.

8.03 Project Company .

(a) Organization . The Management Committee may cause the formation of one or more limited liability companies (each, a “ Project Company ”) in connection with the development, construction or maintenance of ON Line. The organizational documents of any Project Company shall be approved by the Management Committee. Any Project Company shall be owned by the Parties in proportion to their respective Ownership Percentages.

(b) Duties . If so determined by the Management Committee, a Project Company may, as agent for and on behalf of the Parties, (i) apply for or accept one or more Governmental Approvals for ON Line, (ii) enter into one or more ON Line Agreements, (iii) open and maintain Project Accounts and (iv) conduct such other activities as agent for, and on behalf of, the Parties, as the Management Committee may determine.

(c) Disposition . Any disposition or acquisition of a Party’s Ownership Interests shall proportionally include such Party’s interests in each Project Company.

8.04 Time is of the Essence . Time is of the essence with respect to all actions to be taken by the Management Committee hereunder.

ARTICLE IX

REPORTING; RECORDKEEPING

9.01 Monthly/Quarterly Report . Once a month prior to the commencement of the Operating Period and quarterly thereafter, on a schedule to be determined by the Management Committee, the Managing Party prior to the Operating Period and NPC during the Operating Period shall provide the Management Committee with a report (the “ Monthly/Quarterly Report ”). Each Monthly/Quarterly Report shall contain updates and all material issues with respect to ON Line, except that the Managing Party or NPC, as applicable, shall not be required to include in any Monthly/Quarterly report any information (i) the disclosure of which is prohibited by any contractual agreement or legal or ethical obligation or company policy, (ii) about the finances or business plans of any Party, that is publicly available, or that is proprietary or (iii) that is not obtained by the Authorized Representatives of the relevant Parties in the performance of the ON Line Activities or Operating Activities. Subject to the

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immediately preceding sentence, each Monthly/Quarterly Report shall contain (a) prior to the Operating Period, updates and all material issues with respect to the ON Line Activities, the status of the ON Line Schedule, ON Line Costs compared to the ON Line Budget and any anticipated changes to or cost overruns with respect to the ON Line Budget, and the progress of all ON Line Activities (including the negotiation of ON Line Agreements, land rights acquisition, permitting, design, engineering and procurement, and all other material issues related to the ON Line Activities), (b) during the Operating Period, updates and all material issues with respect to the Operating Activities, the status of the Operating Plan and the operating status of ON Line (including Electrical Capacity, availability, forced outages, safety statistics and outage status for planned outages) and (c) at any time, such other information reasonably requested by any Party.

9.02 Notification of ON Line Events Each Party shall promptly notify the Management Committee and the other Parties of any Material Events that occur regarding ON Line of which such Party has knowledge acquired by such Party in the performance of the ON Line Activities or Operating Activities assigned to such Party under this Agreement (including any event that could reasonably be expected to result in a milestone set forth in the ON Line Schedule not being met); provided , however , that (a) such notification obligation shall not apply to information (i) disclosure of which is prohibited by any contractual agreement or legal or ethical obligation or company policy or (ii) about the finances or business plans of any Party, that is publicly available, or that is proprietary and (b) for purposes of this Section 9.02 , knowledge means the actual knowledge of any of the Authorized Representatives of the relevant Parties obtained in the performance of the ON Line Activities or Operating Activities.

9.03 Recordkeeping .

(a) Each Party shall keep and maintain proper books, records, accounts, ledgers, estimates, invoices, schedules, correspondence and other documents (whether in physical or electronic form) related to ON Line (collectively, the “ Books and Records ”), including reasonably detailed records of ON Line Costs, each in conformity with any Applicable Laws and GAAP. Each Party shall ensure that a Person with appropriate accounting experience is responsible for maintaining its Books and Records. Each Party shall maintain its Books and Records for at least seven (7) years, or such longer period required by Applicable Law, following the creation thereof.

(b) Great Basin shall provide, and the ON Line Agreements shall require, that ON Line contractors provide NPC with cost and accounting information in accordance with GAAP with detail sufficient to allow the NVE Parties to comply with the Uniform System of Accounts.

9.04 Inspection and Audit Rights . Each Party and its consultants shall have the right, from time to time during the Term, to inspect and audit any other Party’s Books and Records, insofar as such Books and Records pertain to ON Line Costs. Each Party may undertake such inspection or audit directly or through independent certified public accountants of its choice. Any audit or inspection conducted by a Party shall be subject to reasonable notice, and shall be conducted at reasonable times during the normal business hours of the applicable other Party and unless otherwise agreed, at the offices of the applicable other Party. The costs of

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any such audit shall be borne by the Party conducting the audit. Each Party acknowledges and agrees that the making of any payment hereunder, including payments by a Party in respect of the Closing Payment and the Monthly Payment, shall be without prejudice to the audit rights of each Party hereunder.

9.05 Information . Upon request from a Party, the other Parties, as applicable, shall furnish information, data, records, certificates or documents related to the Transmission Line as are required in order to comply with the requirements of any Governmental Authority.

9.06 Access to Financial Information . The Parties agree that GAAP and the rules of the SEC require the NVE Parties to evaluate if they must consolidate Great Basin’s financial information. The NVE Parties shall have the right to request, access and copy Great Basin’s financial records and to access Great Basin’s personnel, in each case, upon reasonable advance notice and during regular business hours, in order to determine if consolidated financial reporting is required. If the NVE Parties and their independent auditor reasonably determine that such consolidation is required (as confirmed in a letter provided to Great Basin by the NVE Parties), the NVE Parties may require that Great Basin deliver within a reasonable period of time the following during each applicable fiscal quarter for the Term: (a) either (i) unaudited financial statements of Great Basin on an interim quarterly basis and audited financial statements of Great Basin on an annual basis, including notes with respect to annual audited financial statements or (ii) unaudited financial statements of Great Basin on an interim quarterly basis and annually if annual audited financial statements are not otherwise available, (b) financial schedules underlying the financial statements needed to comply with GAAP disclosure requirements and (c) a certificate, duly executed by an authorized officer of Great Basin, stating that the financial statements provided hereunder are materially true and correct representations of Great Basin for the relevant period and have been prepared in accordance with GAAP, as applicable to Great Basin. It is understood that Great Basin shall not under any circumstances, solely as a result of this Agreement, be required by the NVE Parties to comply with SEC rules or the Sarbanes Oxley Act of 2002 or any successor legislation, in each case, beyond the express obligations of Great Basin set forth in this Agreement.

ARTICLE X

TAXES AND ASSESSMENTS

10.01 Management of Tax Matters . Except for any payments of Personal Taxes or payments in lieu thereof which are directly billed to a Party by any taxing authority and which a Party shall pay directly, and subject to the oversight of the Management Committee, the Managing Party prior to the Operating Period and NPC during the Operating Period shall have the authority and responsibility for administering, coordinating, filing returns, making property tax declarations, paying, seeking official tax rulings or determinations, and other related functions pertaining to all taxes, payments in lieu of taxes, assessments, impositions, charges, and related costs of every kind and nature, ordinary, or extraordinary, general or special, foreseen or unforeseen, settled or pending settlement connected with or arising out of the development, construction, ownership, operation, maintenance, alteration, repair, rebuilding, use or retirement of ON Line or any part thereof, including sales taxes and excise taxes (collectively “ Taxes ”)

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which are or may be imposed by any Governmental Authority; provided , however , that unless specifically authorized in writing by the Parties, such authority shall not extend to any act or action affecting any exemption from Taxes or special tax treatment arising out of ON Line to which one Party may be entitled on a basis that is different from the other Parties. As used herein, the term “Taxes” shall not include any taxes associated with the Great Basin Segments or net income taxes or franchise taxes relating to ON Line that are assessed or imposed against any Party (collectively, “ Personal Taxes ”), the payment of which is and shall remain the responsibility of any such Party so assessed or on whom imposed. Each Party may contest the validity or amount of any Personal Taxes, in each case provided that the contested Personal Taxes shall not remain unpaid for such length of time as shall permit any part or all of ON Line to be sold or foreclosed or any interest of any Party therein to be subject to a Lien for the nonpayment of the same.

10.02 Sharing of Taxes and Related Payments . All Taxes whether Pre-Closing Costs, Post-Closing Costs or Operating Costs, as applicable, after the Acquisition Closing Date, shall be shared and borne by the Parties in proportion to their respective Ownership Percentages; provided , however , that to the extent that the aggregate amount of the Taxes are reduced because a Party is entitled to specific tax benefits resulting from its status apart from ON Line, such Party shall be entitled to the entire benefit, to the extent of actual realization, of any exemptions from and reductions of Taxes connected with or arising out of the ownership, operation, maintenance, alteration, repair, rebuilding, use or retirement of ON Line or any part thereof. Unless agreed upon by the Parties, in no event shall a Party entitled to any exemption or reduction in Taxes be liable, directly or indirectly, for any payment in lieu of taxes that any other Party has agreed to make. Further, it is the express intention of the Parties that, for Federal income tax purposes, (a) Great Basin be treated as the owner of an undivided ownership interest in ON Line equal to its Ownership Percentage, (b) NPC be treated as the owner of an undivided ownership interest in ON Line equal to its Ownership Percentage and (c) SPPC be treated as the owner of an undivided ownership interest in ON Line equal to its Ownership Percentage, with each Party entitled to the respective tax benefits attributable thereto.

10.03 Payment of Taxes . Subject to Section 10.02 , the Managing Party prior to the Operating Period and NPC during the Operating Period shall be responsible for paying and discharging all Taxes imposed by any Governmental Authority before the same become delinquent, except (a) those that are directly billed to a Party by any taxing authority and which such Party is responsible to pay directly and (b) those subject to a good faith contest and for which appropriate reserves have been established in accordance with GAAP.

10.04 Non-Creation of Taxable Entity . Notwithstanding any other provision of this Agreement, the Parties do not intend to create hereby at law any joint venture, partnership, association taxable as a corporation, trust, limited liability company or other entity for the conduct of any business for profit. The Parties agree to timely elect under Section 761(a) of the Code to exclude the transactions created by this Agreement from the application of Subchapter K, Chapter 1 of the Code, and the Parties agree to revise the terms of this Agreement to the extent and in a manner necessary to permit such election. If it is ultimately determined by an appropriate taxing authority that this Agreement is not eligible for an election out of Subchapter K, Chapter 1 of the Code, then the Management Committee shall make all Federal

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and state income Tax elections. Each Party agrees to report on such Party’s separate return in a manner consistent with such exclusion election any items of revenue and expenditure attributable to such Party’s share of any revenue received and any expenditures made under this Agreement. Nothing in this Agreement will be construed as an undertaking by any Party to jointly sell any electrical transmission or other services or property. Each Party agrees to execute and deliver such additional documentation, including the statement required by Treasury Regulation 1.761-2(b)(2), as may be required from time to time to effect such exclusion to the extent permitted by law.

10.05 Transfer Taxes . Each Party shall be responsible for the timely payment of, and shall indemnify and hold harmless each other Party from and against, its respective Ownership Percentage (as existing immediately prior to such Transfer) of all transfer taxes (excluding taxes measured in whole or in part by net income), including sales, use, excise, stock, stamp, documentary, filing, recording, permit, license, authorization and similar taxes, fees, duties, levies, customs, tariffs, imposts, assessments, obligations and charges (collectively, “ Transfer Taxes ”) (if any) arising out of or in connection with the transactions contemplated by this Agreement related to ON Line; provided , however , that in connection with a Transfer (a) pursuant to Section 16.02(d) or (f) , then the defaulting Party shall be responsible for one hundred percent (100%) of any Transfer Taxes resulting therefrom, (b) pursuant to Section 15.02(a) , then each Party shall be responsible for Transfer Taxes in accordance with the terms of the ROFR Offer Notice, (c) to a third Person, such Transfer Taxes shall be borne one hundred percent (100%) by the Transferring Party, (d) pursuant to Sections 15.03(e) or (f) , such Transfer Taxes shall be borne one hundred percent (100%) by Great Basin, (e) pursuant to Section 15.03(g) between Great Basin and its Affiliates or among the Affiliates of Great Basin, such Transfer Taxes shall be borne one hundred percent (100%) by Great Basin, (f) pursuant to Sections 15.03(a) or (d) , such Transfer Taxes shall be borne one hundred percent (100%) by the NVE Parties and (g) pursuant to Section 15.03(g) (but only with respect to a Transfer to the NVE Parties), such Transfer Taxes shall be shared equally by Great Basin, on the one hand, and the NVE Parties, on the other hand. Each Party shall prepare and file all necessary documentation and tax returns with respect to such Transfer Taxes, and each Party shall cooperate with each other Party and take any action reasonably requested by each other Party, which does not cause the non-requesting Party to incur any cost or inconvenience, in order to minimize such Transfer Taxes. For the avoidance of doubt, any Taxes (including Transfer Taxes) payable in connection with the procurement of assets from third parties in connection with the construction, maintenance, repair and/or replacement of ON Line (or any portion thereof) shall be treated as Development Costs, Pre-Closing Costs, Post-Closing Costs and/or Capital Repair Costs, as applicable, and shall not be subject to this Section 10.05 .

10.06 Duties Regarding Assessments . With respect to property Taxes, the Parties will use their reasonable best efforts to have any taxing or other Governmental Authority levying any such Taxes or payments in lieu thereof, or making any valuations of ON Line (or any portion thereof) for the purpose of levying any such Taxes or payments in lieu thereof or any beneficial interest or rights therein, assess and levy such Taxes or payments in lieu thereof directly against the Ownership Interest of each Party. All such Taxes or payments in lieu thereof levied against each Party’s Ownership Interest, excepting those Taxes or payments in lieu thereof levied against an individual Party on behalf of any other Party, will be the sole responsibility of

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the Party upon whose Ownership Interest such Taxes or payments in lieu thereof are levied. If any property Taxes or payments in lieu thereof, are levied or assessed in a manner other than as specified in this Section 10.06 , or if an individual Party is levied or assessed on behalf of ON Line or any other Party, the Management Committee will establish equitable practices and procedures for the apportionment among the Parties of such Taxes or payments in lieu thereof.

10.07 Periodic Payments . The Parties shall account for Monthly Payments for Federal income tax purposes in accordance with the allocation of such payments in Section 3.06 .

ARTICLE XI

TERM AND TERMINATION

11.01 Term . Unless the Parties agree otherwise, the term of this Agreement (the “ Term ”) shall commence on the Effective Date and, unless earlier terminated in accordance with the provisions of this Agreement, continue until the retirement from service of the Transmission Line and the Wind-Up Events have been completed, including the payment of all costs associated with the Wind-Up Events and the distribution of any proceeds of the sale of ON Line’s assets in accordance herewith (the date of such retirement and completion or earlier termination being referred to herein as the “ Termination Date ”). Except as may be agreed to by the Parties in writing, upon the occurrence of the Termination Date, any funds in Project Accounts on the Termination Date, after payment of all amounts owing from Project Accounts in accordance herewith, shall be assets of ON Line, which assets shall be distributed to Parties in accordance with Section 11.02(b)(vi) .

11.02 Winding-Up . On the retirement of ON Line from service, the Parties shall promptly wind-up ON Line in accordance with this Section 11.02 and termination of this Agreement shall not be effective until the provisions of this Section 11.02 have been satisfied.

(a) All costs and payments (less salvage credits, if any) associated with the retirement of ON Line (including the Wind-Up Events) shall be shared by the Parties in proportion to their respective Ownership Percentages.

(b) In connection with winding-up ON Line, the Parties shall perform the following actions (the “ Wind-Up Events ”):

(i) Dismantling, demolishing and removing ON Line equipment, facilities and structures (including the cost of transportation and handling incidental thereto);

(ii) Terminating any ON Line Agreement in accordance with the terms thereof;

(iii) Securing, maintaining and disposing of debris with respect to ON Line;

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(iv) Performing any activities necessary to comply with Applicable Law and Prudent Utility Practices and that are otherwise prudent to retire ON Line and protect the Parties from liability;

(v) Remedying and restoring the ON Line ROW; and

(vi) Directly or through agents, brokers or other Persons selected by the Management Committee (A) timely disposing of any remaining assets of ON Line by sale, auction, partition or otherwise, (B) depositing any proceeds of the disposition of assets of ON Line in a new bank account, and (C) undertaking other necessary steps for the winding-up of ON Line, including disbursing of any balance remaining in (1) the account referenced in clause (B) above, to the Parties in proportion to their respective Ownership Percentages and (2) any Project Account, to Great Basin to the extent any amount paid into such Project Account by Great Basin has not been disbursed, and otherwise, to the NVE Parties.

(c) Commencing thirty-five (35) years after the Effective Date, each Party shall establish and maintain a depositary account on terms reasonably acceptable to the other Parties (each, a “ Wind-Up Reserve Account ”); provided , that if, on the thirty-fifth (35th) anniversary of the Effective Date, the remaining useful life of ON Line is reasonably estimated to be in excess of seventeen (17) years, the Parties shall delay the establishment of the Wind-Up Reserve Account until a date that is reasonably estimated to be seventeen (17) years prior to the expiration of the useful life of ON Line. Simultaneously with the establishment of each Wind-Up Reserve Account, and each subsequent year thereafter, the Party establishing such account shall deposit an amount in its Wind-Up Reserve Account equal to (i) (A) such Party’s Ownership Percentage of the current estimated costs to implement the Wind-Up Events, as determined by the Management Committee (on an annual basis) less (B) the amount on deposit in the Wind-Up Reserve Account; divided by (ii) the estimated number of years, as determined by the Management Committee (on an annual basis), until commencement of the Wind-Up Events. Each Party may draw on the amounts deposited in its Wind-Up Reserve Account to fund its Ownership Percentage of the costs to implement the Wind-Up Events. Each Party may draw on the amounts deposited in the Wind-Up Reserve Accounts set up by any other Party to fund any such other Party’s share of costs incurred in respect of the Wind-Up Events to the extent such costs are not paid by any such other Party. After completion of the Wind-Up Events, any amounts remaining in a Wind-Up Reserve Account shall be paid to the Party establishing such account. If a Party does not have an Investment Grade Credit Rating on or at anytime after the later of (x) the thirty-fifth (35th) anniversary of the Effective Date, and (y) the date that is seventeen (17) years prior to the expiration of the useful life of ON Line, such Party shall grant a security interest to the other Parties in all of the right, title and interest in, to and under such Party’s Wind-Up Reserve Account, in form and substance acceptable to the other Parties, which security interest shall be maintained in full force and effect at all times thereafter until such Party obtains an Investment Grade Credit Rating; provided , however , that (1) any such security requirements impacting Great Basin shall be subject to the rights of the GB Segment Lenders and (2) in the case of Great Basin’s Wind-Up Reserve Account, such security interest may only be subordinated to (i) any ON Line Lender and (ii) Excluded Liens arising by operation of law after such security interest is granted and required by Applicable Law to be senior to such

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security interest and, in the case of the Wind-Up Reserve Accounts of the NVE Parties, such security interest may only be subordinated to (A) any NVE Lender and (B) Excluded Liens arising by operation of law after such security interest is granted and required by Applicable Law to be senior to such security interest.

11.03 Termination .

(a) Prior to the Acquisition Closing, this Agreement may only be terminated by (i) mutual written agreement of the Parties, (ii) any Party, if Acquisition Closing has not occurred by or on the Acquisition Closing Deadline; provided , however , that a Party may not terminate this Agreement pursuant to this Section 11.03(a)(ii) if such Party has failed to comply with its obligations hereunder and such failure resulted in the Acquisition Closing not occurring on or by the Acquisition Closing Deadline, (iii) any Party, if any Governmental Authority shall have issued a final, non-appealable order preventing the consummation of Acquisition Closing, (iv) any non-defaulting Party, in the event of an Event of Default under Section 16.01(f) or, if such termination occurs prior to ON Line Financial Closing, any other Event of Default, in each case, if such Event of Default is continuing at the time notice to terminate is provided to the defaulting Party, (v) any Party, upon the occurrence of the event described in Section 8.01(h)(i) if such termination occurs prior to ON Line Financial Closing, (vi) any Party, upon the occurrence of an event that could reasonably be expected to have a Material Adverse Effect if such termination occurs prior to ON Line Financial Closing, and (vii) Great Basin, if it has not received acceptable terms for the ON Line Financial Closing by the Acquisition Closing Deadline. If this Agreement is terminated pursuant to this Section 11.03(a) , without prejudice to any other rights or remedies any Party may have under this Agreement or Applicable Law or in equity as a result of such termination or the underlying facts thereof and subject to Section 20.10 , (1) neither of the NVE Parties shall have any further interest in the Transmission Line, (2) this Agreement shall forthwith become of no further force or effect and become void and (3) there shall be no liability or obligation hereunder on the part of any Party or any of their respective Affiliates.

(b) After the Acquisition Closing, no Party may terminate this Agreement, except that upon consummation of an acquisition by one Party (or by the NVE Parties together) of all of the Ownership Interests prior to GB Segment Financial Closing or the consummation of an acquisition prior to the Capacity Entitlement adjustment contemplated by Section 3.02(b) by the NVE Parties of all of Great Basin’s Ownership Interests under Section 3.07(a) as a result of Great Basin not achieving GB Segment COD before the GB Segment COD Deadline, without prejudice to any other rights or remedies any Party may have under this Agreement or Applicable Law or in equity as a result of such termination or the underlying facts thereof and subject to Section 20.10 , this Agreement may be terminated by any Party and upon such termination this Agreement shall forthwith become of no further force or effect and become void, and there shall be no liability or obligation hereunder on the part of any Party or any of their respective Affiliates.

(i) t he NVE Parties purchase all of Great Basin’s Ownership Interests, then, unless agreed otherwise by the Parties, upon consummation of such

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purchase (A) the following provisions shall cease to be of further force or effect: (1) Sections 3.01(c), 3.06 , 3.07 , 3.08 , 3.09 , 11.02 , 16.02(c) , 16.02(e)(i) and 16.02(f) and (2) except as provided in clause (B) below, Articles II , IV , V , VIII , IX (other than Section 9.05 ), XIII and XIV and (B) Sections 6.04 , 7.02 , 13.06 and 14.06 shall be hereby amended such that the NVE Parties have reciprocal obligations regarding ON Line as Great Basin has with respect to the Great Basin Segments (it being understood that any notice under such Sections will be given to the Parties and not the Management Committee).

(ii) Great Basin purchases all of the NVE Parties’ Ownership Interests, then, unless agreed otherwise by the Parties, upon consummation of such purchase (A) the following provisions shall cease to be of further force or effect: (1) Sections 3.01(c), 3.07 , 3.08 , 3.09 , 11.02 , 16.02(c) , 16.02(e)(i) and 16.02(f) and (2) except as provided in clause (B) below, Articles II , IV , V , VIII , IX (other than Section 9.05 ), XIII and XIV , (B) Sections 6.04 , 7.02 , 13.06 and 14.06 shall be hereby amended such that Great Basin has the same obligations with respect to ON Line as it has with respect to the Great Basin Segments in such sections (it being understood that any notice under such Sections will be given to the Parties and not the Management Committee) and (C) Great Basin shall be responsible for all Operating Costs and Capital Repair Costs arising after the consummation of such purchase.

(d) Nothing in this Section 11.03 shall (i) relieve or release any Party of any liability or damages arising out of such Party’s breach of any provision of this Agreement prior to the effectiveness of the termination or (ii) impair the right of any Party to compel specific performance by another Party or the other Parties, as the case may be, of such Party’s obligations under this Agreement to the extent that such obligations have not become void and of no further force or effect as a result of the termination.

ARTICLE XII

INDEMNIFICATION; LIMITATION OF LIABILITY

12.01 Indemnification .

(a) Agreements to Indemnify . Subject to Sections 12.03 and 12.04 , each Party, to the maximum extent permitted by Applicable Law, shall defend, protect, indemnify and hold each other Party, its Affiliates and their respective officers, directors, employees and agents (“ Indemnified Persons ”) harmless from and against any and all Claims resulting from, arising out of or in connection with (i) the gross negligence, intentional misconduct or fraudulent acts of such Party, its Affiliates or its or their respective officers, directors, employees or agents, arising in connection with this Agreement or the Transmission Line, (ii) such Party’s breach of any provision of this Agreement, (iii) the Personal Taxes of such Party and (iv) subject to Section 18.01(a) , Liens in respect of an obligation of such Party that are placed on the Ownership Interests or other property of an Indemnified Person. Each Party shall use reasonable efforts to include in its Open Access Transmission Tariff an indemnity from such Party’s customers for the benefit of the Parties that is consistent with the indemnity provided by such Party’s customer to such Party; provided , however , that to the extent that such an indemnity has not been included or is ineffective (and except for Claims resulting from Willful

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Misconduct/Gross Negligence of a Party), NPC and Great Basin shall, to the maximum extent permitted by Applicable Law, defend, protect, indemnify and hold, in the case of NPC, Great Basin and, in the case of Great Basin, the NVE Parties and, in each case their respective Indemnified Persons harmless from and against any Claims by such non-indemnifying Party’s electric, transmission and other customers resulting from, arising out of or in connection with the delivery of, interruption to or curtailment of electric, transmission or other service caused by the failure of the indemnifying Party to properly, in the case of NPC, operate the Transmission Line and maintain ON Line and, in the case of Great Basin, maintain the Great Basin Segments; provided , further , however , that in no event shall the liability of Great Basin, or the liability of the NVE Parties collectively, pursuant to this sentence exceed ten million Dollars ($10,000,000) in the aggregate for any Claims arising in any three-year period.

(b) Conduct of Claims . Each Indemnified Person shall, promptly after the receipt of notice of any Claim against such Indemnified Person in respect of which indemnification may be sought pursuant to this Section 12.01 , notify any other Party from whom it seeks indemnity (“ Indemnifying Party ”) of any such Claim. No Indemnifying Party shall be obligated to indemnify such Indemnified Person with respect to any such Claim if such Indemnified Person fails to notify the Indemnifying Party thereof in accordance with the provisions of this Section 12.01(b) in sufficient time to permit the Indemnifying Party to defend against any such Claim and to make a timely response thereto, including any responsive motion or answer to a complaint, petition, notice or other legal, equitable or administrative process relating to any such Claim, but only insofar as such failure to notify the Indemnifying Party has actually resulted in material prejudice or damage to the Indemnifying Party. In case any Claim shall be made or brought against an Indemnified Person, the Indemnifying Party may, or if so requested by such Indemnified Person shall, assume the defense thereof with competent counsel of its selection to defend such Indemnified Person. In such circumstances, such Indemnified Person shall (i) at no cost or expense to such Indemnified Person, cooperate with the Indemnifying Party and provide the Indemnifying Party with such information and assistance as the Indemnifying Party shall reasonably request in connection with any such Claim and (ii) at its own cost and expense (unless a conflict would exist if the same counsel represented both the Indemnifying Party and the Indemnified Party or the Indemnified Party is or may be reasonably expected to be exposed to criminal liability, in which case the Indemnifying Party shall pay the cost and expense of separate counsel for the Indemnified Party), have the right to participate and be represented by counsel of its own choice with respect to any such Claim.

(c) Defense of Claims . If the Indemnifying Party assumes the defense of the relevant Claim, (i) the Indemnifying Party shall not be liable for any settlement thereof that is made without its written consent and (ii) the Indemnifying Party shall control the settlement of such Claim; provided , however , that the Indemnifying Party shall not conclude any settlement that requires any action or forbearance from action or payment or admission by the Indemnified Person or any of its Affiliates without the prior written approval of the Indemnified Person. The obligations of an Indemnifying Party shall not extend to any loss, damage or expense of whatever kind and nature (including all related costs and expenses) to the extent the same results from, after the receipt of notice of a Claim against an Indemnified Person, the taking by the Indemnified Person of any action (unless required by Applicable Law or applicable legal process) which prejudices the successful defense of such Claim, without, in any such case, the

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prior written consent of the Indemnifying Party (such consent not to be required in a case where the Indemnifying Party has not assumed the defense of such Claim). The Indemnified Person shall afford the Indemnifying Party and its counsel the opportunity to be present at, and to participate in, conferences with all Persons, including Governmental Authorities, asserting any Claim against the Indemnified Person covered by the indemnities contained in this Section 12.01 or conferences with representatives of, or counsel for, such Indemnified Person held in connection with such indemnities.

(d) Any Claim indemnified against pursuant to this Section 12.01 shall be net of, but not limited to, any tax benefit actually recognized by an Indemnified Person and any Insurance Proceeds.

12.02 Contribution of Parties . Except as otherwise expressly set forth herein, if, after the Acquisition Closing Date, a Party bears more than its Ownership Percentage of any liability or obligation arising in connection with ON Line (other than any liability or obligation arising (a) under an Excluded Agreement, (b) from a Party’s business activities that are independent of ON Line and not attributable to ON Line or (c) that is to be borne in a manner other than in accordance with Ownership Percentages by the express terms of this Agreement) and such Party would not be required to indemnify any other Party under this Agreement for any Claim related to such liability or obligation (a “ Shared Liability ”), the other Parties (proportionally based on their respective Ownership Percentages) shall reimburse the Party that incurred the Shared Liability within ten (10) Business Days after written demand therefor, to the extent of such excess so that the Parties bear that liability or obligation in proportion to their respective Ownership Percentages. No Party shall have the right to settle or compromise any Claim with respect to a Shared Liability without the written approval of each other Party. For the avoidance of doubt, this Section 12.02 shall not require the NVE Parties to make payments for costs or expenses attributable to the Great Basin Segments.

12.03 Waiver of Damages .

(a) EXCEPT FOR DAMAGES PAID TO THIRD PERSONS TO WHICH AN INDEMNITY OR CONTRIBUTION OBLIGATION UNDER SECTIONS 12.01 OR 12.02 APPLIES, IN NO EVENT, WHETHER BASED ON CONTRACT, INDEMNITY, WARRANTY, STATUTE, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, SHALL ANY PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, EXEMPLARY, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS OR REVENUE, LOSS OF USE OF THE TRANSMISSION LINE OR ANY ASSOCIATED EQUIPMENT, COST OF CAPITAL, COSTS IN EXCESS OF ESTIMATES, COST OF PURCHASED POWER OR TRANSMISSION, COST OF SUBSTITUTE EQUIPMENT, FACILITIES OR SERVICES, DOWNTIME COSTS OR CLAIMS OF CUSTOMERS OR LENDERS. THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES SHALL BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF ANY PARTY. FOR THE AVOIDANCE OF DOUBT, NOTHING IN THIS SECTION 12.03(a) SHALL IN ANY MANNER LIMIT OR OTHERWISE RESTRICT (i) THE OBLIGATION OF THE NVE

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PARTIES TO PAY THE MONTHLY PAYMENT IN ACCORDANCE WITH SECTION 3.06 OR (ii) A PARTY FROM COLLECTING ANY AMOUNT VALIDLY OWING UNDER AND CALCULATED IN ACCORDANCE WITH SECTIONS 2.02(e) , 5.07 , 16.02(d) , (e) , (g) AND (h) , AND 16.04 .

(b) IN NO EVENT SHALL THE MANAGING PARTY (IN RESPECT OF ON LINE), EITHER NVE PARTY (IN RESPECT OF THE TRANSMISSION LINE) OR GREAT BASIN (IN RESPECT OF THE GREAT BASIN SEGMENTS) BE LIABLE UNDER THIS AGREEMENT FOR ANY LOSS OR DAMAGE WHATSOEVER ARISING FROM THE FAILURE TO DISCOVER DEFECTS INHERENT IN THE DESIGN OF ON LINE OR THE EQUIPMENT COMPRISING ON LINE (IN THE CASE OF THE MANAGING PARTY OR EITHER NVE PARTY) OR THE GREAT BASIN SEGMENTS OR THE EQUIPMENT COMPRISING THE GREAT BASIN SEGMENTS (IN THE CASE OF GREAT BASIN OR EITHER NVE PARTY).

(c) EXCEPT FOR ANY JUDGMENT DEBT FOR DAMAGE RESULTING FROM WILLFUL MISCONDUCT/GROSS NEGLIGENCE OR EXCEPT TO THE EXTENT ANY JUDGMENT DEBT IS COLLECTIBLE FROM INSURANCE PROCEEDS, NONE OF THE MANAGING PARTY (IN ITS CAPACITY AS SUCH), EITHER NVE PARTY (IN ITS CAPACITY AS OPERATOR OF THE TRANSMISSION LINE, MAINTAINER OF ON LINE OR IN CONNECTION WITH ITS OBLIGATIONS UNDER SECTIONS 13.04 AND 14.04 ) AND GREAT BASIN (IN ITS CAPACITY AS MAINTAINER OF THE GREAT BASIN SEGMENTS OR IN CONNECTION WITH ITS OBLIGATIONS UNDER SECTIONS 13.06 AND 14.06 ) SHALL BE LIABLE FOR ANY CLAIMS WHETHER OR NOT RESULTING FROM SUCH PERSON’S NEGLIGENCE, OR THE NEGLIGENCE OF ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, OR ANY PERSON OR ENTITY WHOSE NEGLIGENCE WOULD BE IMPUTED TO SUCH PERSON, ARISING IN CONNECTION WITH THE PERFORMANCE OR NON-PERFORMANCE OF ANY OF ITS OBLIGATIONS AS THE MANAGING PARTY, AS THE OPERATOR OF THE TRANSMISSION LINE OR AS MAINTAINER OF ON LINE OR UNDER SECTIONS 13.04 OR 14.04 , OR AS THE MAINTAINER OF THE GREAT BASIN SEGMENTS OR UNDER SECTIONS 13.06 OR 14.06 (AS APPLICABLE) UNDER THIS AGREEMENT OR ANY ON LINE AGREEMENT OR ANY MAINTENANCE AGREEMENT IN RESPECT OF THE GREAT BASIN SEGMENTS, EXCEPT THE OBLIGATION TO PROVIDE EACH PARTY WITH ITS CAPACITY ENTITLEMENT (SUBJECT TO THE TERMS OF THIS AGREEMENT) FOLLOWING THE RESOLUTION OF ANY DISPUTE UNDER SECTION 19.02 REGARDING SUCH OBLIGATION.

(d) A CLAIM BASED ON WILLFUL MISCONDUCT/GROSS NEGLIGENCE MUST BE PERFECTED BY SUBMITTING A NOTICE UNDER SECTION 19.02(a) WITHIN TWO (2) YEARS AFTER THE LATER OF (A) THE DATE ON WHICH THE WILLFUL MISCONDUCT/GROSS NEGLIGENCE OCCURS, AND (B) THE DATE ON WHICH THE CLAIMING PARTY FIRST DISCOVERS OR OUGHT REASONABLY TO HAVE FIRST DISCOVERED THE OCCURRENCE OF THE WILLFUL MISCONDUCT/GROSS NEGLIGENCE. ALL CLAIMS MADE AFTER

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SUCH TIME RELATING TO THE SAME WILLFUL MISCONDUCT/GROSS NEGLIGENCE WILL BE BARRED BY THIS SECTION 12.03(d) . IF A JUDGMENT DEBT AGAINST THE MANAGING PARTY (IN ITS CAPACITY AS SUCH), EITHER NVE PARTY (IN ITS CAPACITY AS OPERATOR OF THE TRANSMISSION LINE, MAINTAINER OF ON LINE OR IN CONNECTION WITH ITS OBLIGATIONS UNDER SECTIONS 13.04 AND 14.04 ) OR GREAT BASIN (IN ITS CAPACITY AS MAINTAINER OF THE GREAT BASIN SEGMENTS OR IN CONNECTION WITH ITS OBLIGATIONS UNDER SECTIONS 13.06 AND 14.06 ) IS OBTAINED BY A PARTY AND IS COLLECTIBLE FROM INSURANCE PROCEEDS, SUCH PARTY SHALL NOT EXECUTE, LEVY OR OTHERWISE ENFORCE THE JUDGMENT (INCLUDING RECORDING OR EFFECTING A JUDGMENT LIEN) AGAINST SUCH PERSON (IN SUCH CAPACITY) OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS AGAINST WHOM THE JUDGMENT WAS OBTAINED TO THE EXTENT OF SUCH COLLECTABILITY.

(e) NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IN NO EVENT SHALL ANY NVE PARTY BE LIABLE OR IN DEFAULT UNDER THIS AGREEMENT FOR ANY ACT OR OMISSION UNDERTAKEN IN ITS CAPACITY AS A TRANSMISSION OR INTERCONNECTION PROVIDER OR A GENERATION OWNER.

(f) NONE OF THE MANAGING PARTY (IN ITS CAPACITY AS SUCH), EITHER NVE PARTY (IN ITS CAPACITY AS OPERATOR OF THE TRANSMISSION LINE, MAINTAINER OF ON LINE OR IN CONNECTION WITH ITS OBLIGATIONS UNDER SECTIONS 13.04 AND 14.04 ) AND GREAT BASIN (IN ITS CAPACITY AS MAINTAINER OF THE GREAT BASIN SEGMENTS OR IN CONNECTION WITH ITS OBLIGATIONS UNDER SECTIONS 13.06 AND 14.06 ) SHALL BE IN BREACH OF THIS AGREEMENT TO THE EXTENT IT RESULTS FROM ANOTHER PARTY’S BREACH OF THIS AGREEMENT.

(g) NO IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY SHALL APPLY IN CONNECTION WITH THE MANAGING PARTY’S (IN ITS CAPACITY AS SUCH), EITHER NVE PARTY’S (IN ITS CAPACITY AS OPERATOR OF THE TRANSMISSION LINE, MAINTAINER OF ON LINE OR IN CONNECTION WITH ITS OBLIGATIONS UNDER SECTIONS 13.04 AND 14.04 ) OR GREAT BASIN’S (IN ITS CAPACITY AS MAINTAINER OF THE GREAT BASIN SEGMENTS OR IN CONNECTION WITH ITS OBLIGATIONS UNDER SECTIONS 13.06 AND 14.06 ) PERFORMANCE OR NON-PERFORMANCE OF ITS OBLIGATIONS AS MANAGING PARTY, AS OPERATOR OF THE TRANSMISSION LINE OR AS MAINTAINER OF ON LINE OR UNDER SECTIONS 13.04 OR 14.04 , OR AS MAINTAINER OF THE GREAT BASIN SEGMENTS OR UNDER SECTIONS 13.06 OR 14.06 , RESPECTIVELY, UNDER THIS AGREEMENT OR ANY ON LINE AGREEMENT OR ANY MAINTENANCE AGREEMENT IN RESPECT OF THE GREAT BASIN SEGMENTS AND ARE EXPRESSLY WAIVED BY THE OTHER PARTIES. IT IS UNDERSTOOD AND AGREED THAT NONE OF THE MANAGING PARTY (IN ITS CAPACITY AS

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SUCH), EITHER NVE PARTY (IN ITS CAPACITY AS OPERATOR OF THE TRANSMISSION LINE, MAINTAINER OF ON LINE OR IN CONNECTION WITH ITS OBLIGATIONS UNDER SECTIONS 13.04 AND 14.04 ) AND GREAT BASIN (IN ITS CAPACITY AS MAINTAINER OF THE GREAT BASIN SEGMENTS OR IN CONNECTION WITH ITS OBLIGATIONS UNDER SECTIONS 13.06 AND 14.06 ) IS GUARANTEEING OR UNDERTAKING TO PROCURE ANY FINANCIAL OR OTHER OUTCOME WITH RESPECT TO ON LINE OR THE GREAT BASIN SEGMENTS.

12.04 Survival of Representations and Warranties .

(a) Except as otherwise set forth in the Security Documents, the SNIP Agreement, the Intercreditor Agreements and any consent to assignment executed pursuant to Section 18.02(b) , the respective representations and warranties of the Parties contained in this Agreement or in any schedule, exhibit or certificate attached hereto or delivered pursuant to Section 2.04 shall survive the Acquisition Closing as follows: (a) the representations and warranties in Sections 17.01(a)-(g) and 17.02(a) shall survive forever, (b) the representations and warranties in Section 17.02(d)(vi) shall survive for five (5) years after the Acquisition Closing, and (c) all other representations and warranties shall survive for three (3) years after the Acquisition Closing. No Party shall have any liability whatsoever with respect to any representation and warranty unless a claim is made hereunder prior to the expiration of the applicable survival period for such representation and warranty, in which case such representation and warranty shall survive as to such claim until such claim has been finally resolved.

(b) Notwithstanding anything to the contrary contained in this Agreement, Great Basin’s maximum aggregate liability for Claims which may be recovered for breaches of representations or warranties contained in Sections 17.02(b)-(d) pursuant to Section 12.01(a)(ii) shall be an amount equal to the net amount set forth on the Closing Statement; provided , however , that there shall be no maximum aggregate liability in connection with Claims for gross negligence, willful misconduct or fraud.

ARTICLE XIII

INSURANCE AND EVENTS OF L OSS

13.01 Insurance . Each Party shall maintain or cause to be maintained insurance of the types, in the amounts and with the deductibles specified in the Insurance Plan, as it may be amended by the Management Committee from time to time.

13.02 Damage or Destruction . The Parties shall, promptly after any Event of Loss, determine whether the Event of Loss exceeds the applicable Loss Threshold. If the Parties reasonably determine that the estimated cost or cost and time, as applicable, to repair or replace the Transmission Line (or the applicable portion thereof) following an Event of Loss will exceed any applicable Loss Threshold, then, with respect to an Event of Loss affecting ON Line, the Parties shall initiate the Wind-Up Events unless the Parties decide to repair or replace ON Line (or the applicable portion thereof).

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13.03 Distribution of Insurance Proceeds . If the Parties reasonably determine that the estimated cost or cost and time to repair or replace ON Line (or any portion thereof) following an Event of Loss will not exceed any applicable Loss Threshold, or if the Parties reasonably determine that the estimated cost or cost and time to repair or replace ON Line (or the applicable portion thereof) following an Event of Loss will exceed an applicable Loss Threshold but the Parties agree to repair or replace ON Line (or the applicable portion thereof), then any Insurance Proceeds received by a Party in respect of such Event of Loss with respect to ON Line, to the extent there are any, shall be used to repair or replace ON Line (or the applicable portion thereof); provided that in the event the Insurance Proceeds exceed the actual repair and replacement costs (the “ Excess Insurance Proceeds ”), such Excess Insurance Proceeds shall be distributed to the NVE Parties. If (a) the Parties initiate the Wind-Up Events under Section 13.02 or (b) one Party purchases the Ownership Interests of any other Party under Section 13.05(a) , any Insurance Proceeds shall be distributed to each Party in proportion to the aggregate percentage of Total Costs paid by such Party as of the time such Insurance Proceeds are received (prior to giving effect to any Transfer contemplated by Section 13.05(a) ) to the extent (if applicable) any such Insurance Proceeds are not needed to pay any costs incurred in connection with the retirement of ON Line. If any Insurance Proceeds related to ON Line are received by a Party after termination of this Agreement, then any such Insurance Proceeds shall be promptly paid to the other Parties to the extent contemplated by this Section 13.03 ; provided , however , that (a) if this Agreement is terminated following consummation of a transaction whereby the NVE Parties have purchased Great Basin’s Ownership Interests for a price determined in accordance with Section 16.02(d) or Schedule 5 , Great Basin shall promptly pay any Insurance Proceeds it receives following such termination to the NVE Parties, and (b) if this Agreement is terminated following consummation of any other transaction involving the purchase by Great Basin of all of the NVE Parties’ Ownership Interests or the purchase by one or both of the NVE Parties of all of Great Basin’s Ownership Interests, and the Insurance Proceeds in question are reflected in the purchase price, then the selling Party or Parties shall promptly pay any such Insurance Proceeds received following such termination to the acquiring Party or Parties.

13.04 Payment of Restoration Costs . If the Parties reasonably determine that the estimated cost or cost and time, as applicable, to repair or replace ON Line (or any portion thereof) following an Event of Loss will not exceed any applicable Loss Threshold, or if the Parties reasonably determine that the estimated cost or cost and time, as applicable, to repair or replace ON Line (or the applicable portion thereof) following an Event of Loss will exceed an applicable Loss Threshold but the Parties agree to repair or replace ON Line (or the applicable portion thereof), then (a) NPC shall promptly create a new budget for the reconstruction of ON Line consistent with the determination by the Parties of the estimated cost or time to repair or replace ON Line (or any portion thereof), subject to the approval of the Management Committee (the “ Event of Loss Budget ”), (b) NPC shall proceed under the Management Committee’s supervision to cause the repair and replacement of ON Line (or the applicable portion thereof) and (c) the NVE Parties shall pay for any repair and replacement costs not otherwise paid for by Insurance Proceeds (“ Event of Loss Costs ”) in accordance with the Event of Loss Budget. Great Basin shall elect or not elect to fund the Event of Loss Costs at or before Management Committee approval of the Event of Loss Budget. If Great Basin does not timely elect to fund any such Event of Loss Costs, Great Basin shall have no right or obligation to fund its Ownership Percentage of any such Event of Loss Costs. If Great Basin does timely elect (such

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election being irrevocable) to fund its Ownership Percentage of any such Event of Loss Costs, then Great Basin shall timely fund its Ownership Percentage of any such Event of Loss Costs, and the amount funded by Great Basin in respect of Event of Loss Costs shall be reflected in the Monthly Payment, as provided in Section 3.06 . To the extent that Great Basin does not timely fund its Ownership Percentage of any Event of Loss Costs, the NVE Parties may fund any such portion, and, within fifteen (15) days after receipt of PUCN Approval and all required Governmental Approvals on terms acceptable to the NVE Parties, each Party’s Ownership Percentage shall be adjusted such that, following the adjustment, such Party’s Ownership Percentage shall equal a ratio (x) the numerator of which is equal to the portion of the Total Costs paid by such Party and (y) the denominator of which equals the Total Costs, and Great Basin shall Transfer the portion of its Ownership Interest corresponding to its excess above its revised Ownership Percentage to the NVE Parties free and clear of any Liens other than Permitted Liens. Great Basin shall execute and record any bills of sale, deeds, certificates, memorandum and other documentation as reasonably requested by the NVE Parties to evidence the re-allocation of such interests. Great Basin shall make Applicable Transfer Representations and Warranties in connection with such Transfer. Notwithstanding anything to the contrary in this Agreement, neither NPC nor SPPC shall be required to pay for any Event of Loss Costs that are not in accordance with the applicable Event of Loss Budget.

13.05 Rebuild or Repair by a Single Party ; Fair Market Value .

(a) If, following an Event of Loss with respect to ON Line that the Parties reasonably determine will exceed any applicable Loss Threshold, any Party (a “ Withdrawing Party ”) desires to retire ON Line (or the applicable portion thereof) and any other Party desires to rebuild, repair or replace ON Line (or the applicable portion thereof), then any Party desiring to rebuild, repair or replace ON Line (or the applicable portion thereof) shall have the right to purchase any Withdrawing Party’s Ownership Interests by delivery to the Parties of written notice within thirty (30) days after such determination. Upon receiving such written notice from a Party, each Withdrawing Party shall Transfer its Ownership Interests to such continuing Party free and clear of any Liens other than Permitted Liens on a date no later than fifteen (15) days from receipt of such written notice and receipt of PUCN Approval and all required Governmental Approvals on terms acceptable to the NVE Parties, and such continuing Party shall pay to each Withdrawing Party an amount equal to the Fair Market Value of such Withdrawing Party’s Ownership Interest. Each Withdrawing Party shall make Applicable Transfer Representations and Warranties to each continuing Party in connection with such Transfer.

(b) For the purposes of this Agreement, “ Fair Market Value ” means the cash price at which a willing seller would sell and a willing buyer would buy the applicable Ownership Interests, each being apprised of all relevant facts, as determined pursuant to the provisions of this Section 13.05(b) . In order to determine the Fair Market Value, the NVE Parties and Great Basin shall each, within fifteen (15) Business Days after the transferring Party’s receipt of the notice of the acquisition, designate a qualified appraiser. A qualified appraiser shall be an appraiser with at least five (5) years of experience in the appraisal of properties similar to ON Line. If the NVE Parties or Great Basin fails to select an appraiser within such fifteen (15)-Business Day period, then the selected appraiser shall, within fifteen

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(15) days thereafter, appoint a second appraiser with similar qualifications (who shall not have performed any work for the Party having selected the selected appraiser or its Affiliates within the five (5)-year period immediately prior to his or her appointment) who shall be deemed to have been appointed by the Party that failed to select an appraiser. Each of the two (2) appraisers shall be directed to determine the Fair Market Value of the transferring Party’s Ownership Interests within thirty (30) days of the appointment of the second appraiser and to notify each Party of his or her determination. If the lower of the two (2) determinations is not less than ninety-five percent (95%) of the higher of the two (2) determinations, then the Fair Market Value shall be the average of the two (2) determinations and such amount shall be binding upon the Parties. If the lower of the two (2) determinations is less than ninety-five percent (95%) of the higher of the two (2) determinations, then the two (2) appraisers shall, within fifteen (15) days thereafter, appoint a third appraiser with similar qualifications (who shall not have performed any work for any Party or its Affiliates within the five (5)-year period immediately prior to his or her appointment) and shall each furnish to such third appraiser a written report of his or her respective determination. Within thirty (30) days of his or her appointment, the third appraiser shall select the Fair Market Value of one or the other of the original appraisers and shall notify each Party of his or her determination, which shall be binding upon the Parties. The third appraiser must select one (1) of the two (2) appraisals and shall not have the right to establish a different Fair Market Value determination. The NVE Parties and Great Basin shall bear the cost of the appraiser appointed by each such Party (or deemed appointed by each such Party), and the NVE Parties and Great Basin shall each bear fifty percent (50%) of the cost of the third appraiser (if any). Notwithstanding anything to the contrary herein, the NVE Parties or Great Basin may request a new determination for Fair Market Value if the Transfer of Ownership Interest occurs nine (9) months or more after the completion of any appraisal previously used by the Parties to determine Fair Market Value.

13.06 Great Basin Segment Event of Loss . Great Basin shall promptly after any Event of Loss affecting all or any portion of the Great Basin Segments notify the Management Committee of such Event of Loss. If such Event of Loss does not exceed a Loss Threshold for the Great Basin Segments, then Great Basin shall promptly repair and replace the Great Basin Segments (or the applicable portion thereof) at its own cost. If such Event of Loss does exceed a Loss Threshold for the Great Basin Segments, as reasonably determined by the Parties, then Great Basin may rebuild and replace the Great Basin Segments (or any applicable portion thereof) at its own expense. Any Insurance Proceeds paid in respect of the Great Basin Segments shall be paid to Great Basin.

13.07 Event of Loss Threshold Deadlock . If a Loss Threshold Deadlock arises regarding any Event of Loss, such Loss Threshold Deadlock shall be referred to a panel consisting of a senior executive (President or Vice President) of each Party with the authority to resolve the Loss Threshold Deadlock. If such Loss Threshold Deadlock is not resolved for any reason within fifteen (15) days after the panel of senior executives has convened or within thirty (30) days after the Loss Threshold Deadlock occurred, whichever occurs sooner, then resolution of such Loss Threshold Deadlock shall be determined using the procedures in this Section 13.07 . The Loss Threshold Deadlock shall be determined by a qualified independent engineer selected by the Parties. If the Parties are unable to select a qualified independent engineer within fifteen (15) days after any Party has proposed a qualified independent engineer, any Party may submit

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the selection of such qualified independent engineer to the AAA. The qualified independent engineer shall have significant experience regarding the Loss Threshold Deadlock matter and shall not have worked for any Party or an Affiliate thereof within five (5) years preceding appointment thereof and shall make the determination within thirty (30) days after appointment, or as soon thereafter as is practicable. The Parties shall reasonably cooperate with the qualified independent engineer, and their agreement to submit Loss Threshold Deadlocks under this Section 13.07 to the qualified independent engineer shall be enforceable as an agreement to arbitrate. The decision of the qualified independent engineer shall be final, binding and conclusive upon the Parties, shall not be subject to challenge or appeal, and may be enforced in any court having jurisdiction in the same manner as an arbitral award.

ARTICLE XIV

CONDEMNATION

14.01 Participation in Condemnation Action . Each Party shall have the right, at its own cost and expense, to appear in any Condemnation Action and to participate in any and all hearings, trials and appeals therein. No Party shall accept or agree to any conveyance in lieu of any Condemnation Action unless agreed upon by the Parties.

14.02 Taking . If title to all or any part of the Transmission Line shall be taken in any Condemnation Action, other than for a temporary use or occupancy, the Parties shall, promptly after such Condemnation Action, determine whether the Condemnation Action exceeds the applicable Loss Threshold. If the Parties reasonably determine that the estimated cost or cost and time, as applicable, to replace the Transmission Line (or any portion thereof) following a Condemnation Action will exceed any applicable Loss Threshold (a “ Complete Taking ”), then, with respect to a Condemnation Action affecting ON Line, the Parties shall initiate the Wind-Up Events unless the Parties decide to replace the affected ON Line assets. ON Line shall not be wound-up as a result of a Condemnation Action that does not give rise to a Complete Taking (a “ Partial Taking ”).

14.03 Distribution of Condemnation Awards . Upon the occurrence of a Partial Taking or upon the occurrence of a Complete Taking and the agreement of the Parties to continue ON Line activities, then any Condemnation Awards received by a Party in respect of such Partial Taking or Complete Taking, as applicable, shall be used to replace ON Line (or the applicable portion thereof); provided that in the event the Condemnation Award exceeds the actual restoration cost (the “ Excess Condemnation Award ”), such Excess Condemnation Award shall be distributed to the NVE Parties. If (a) the Parties initiate the Wind-Up Events under Section 14.02 or (b) one Party elects to purchase the Ownership Interests of any other Party under Section 14.05 , any Condemnation Award shall be distributed to each Party in proportion to the aggregate percentage of Total Costs paid by such Party as of the time such Condemnation Award is received (prior to giving effect to any Transfer contemplated by Section 14.05 ) to the extent (if applicable) any such Condemnation Award is not needed to pay any costs incurred in connection with the retirement of ON Line. If any Condemnation Award with respect to ON Line is received by a Party after termination of this Agreement, then any such Condemnation Award shall be promptly paid to the other Parties to the extent contemplated by this Section 14.03 ; provided , however , that (a) if this Agreement is terminated following consummation of a

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transaction whereby the NVE Parties have purchased Great Basin’s Ownership Interests for a price determined in accordance with Section 16.02(d) or Schedule 5 , Great Basin shall promptly pay any Condemnation Award it receives following such termination to the NVE Parties, and (b) if this Agreement is terminated following consummation of any other transaction involving the purchase by Great Basin of all of the NVE Parties’ Ownership Interests or the purchase by one or both of the NVE Parties of all of Great Basin’s Ownership Interests, and the Condemnation Award in question is reflected in the purchase price, then the selling Party or Parties shall promptly pay any such Condemnation Award received following such termination to the acquiring Party or Parties.

14.04 Payment of Restoration Costs . Upon the occurrence of a Partial Taking or upon the occurrence of a Complete Taking and the agreement of the Parties to continue ON Line activities, then (a) NPC shall promptly create a new budget for the reconstruction of ON Line consistent with the determination by the Parties of the estimated cost or cost and time to replace ON Line (or any portion thereof), subject to the approval of the Management Committee (the “ Condemnation Action Budget ”), (b) NPC shall proceed under the Management Committee’s supervision to cause the replacement of the affected portion of ON Line and (c) the NVE Parties shall pay for any replacement costs not otherwise paid for by Condemnation Award (“ Condemnation Action Costs ”) in accordance with the Condemnation Action Budget. Great Basin shall elect or not elect to fund the Condemnation Action Costs at or before Management Committee approval of the Condemnation Action Budget. If Great Basin does not timely elect to fund any such Condemnation Action Costs, Great Basin shall have no right or obligation to fund its Ownership Percentage of any such Condemnation Action Costs. If Great Basin does timely elect (such election being irrevocable) to fund its Ownership Percentage of any such Condemnation Action Costs, then Great Basin shall timely fund its Ownership Percentage of any such Condemnation Action Costs, and the amount funded by Great Basin in respect of Condemnation Action Costs shall be reflected in the Monthly Payment, as provided in Section 3.06 . To the extent that Great Basin does not timely fund its Ownership Percentage of any Condemnation Action Costs, the NVE Parties may fund any such portion, and, within fifteen (15) days after receipt of PUCN Approval and all required Governmental Approvals on terms acceptable to the NVE Parties, each Party’s Ownership Percentage shall be adjusted such that, following the adjustment, such Party’s Ownership Percentage shall equal a ratio (x) the numerator of which is equal to the portion of the Total Costs paid by such Party and (y) the denominator of which equals the Total Costs, and Great Basin shall Transfer the portion of its Ownership Interest corresponding to its excess above its revised Ownership Percentage to the NVE Parties free and clear of any Liens other than Permitted Liens. Great Basin shall execute and record any bills of sale, deeds, certificates, memorandum and other documentation as reasonably requested by the NVE Parties to evidence the re-allocation of such interests. Great Basin shall make Applicable Transfer Representations and Warranties in connection with such Transfer. Notwithstanding anything to the contrary in this Agreement, neither NPC nor SPPC shall be required to pay for any Condemnation Action Costs that are not in accordance with the applicable Condemnation Action Budget.

14.05 Rebuild or Repair by a Single Party . If, following a Complete Taking as reasonably determined by the Parties, any Party desires to retire ON Line and any other Party desires to rebuild or replace the condemned portion of ON Line, then the Party

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desiring to rebuild or replace the condemned portion of ON Line shall have the right to purchase any Withdrawing Party’s Ownership Interests by delivery to the other Parties of written notice within thirty (30) days after such Management Committee determination. Upon receiving written notice from any Party desiring to rebuild or replace the condemned portion of ON Line exercising such right, each Withdrawing Party shall Transfer its Ownership Interests to such continuing Party free and clear of any Liens other than Permitted Liens on a date no later than fifteen (15) days from receipt of such written notice and receipt of PUCN Approval and all required Governmental Approvals on terms acceptable to the NVE Parties, and such continuing Party shall pay to each Withdrawing Party an amount equal to the Fair Market Value of such Withdrawing Party’s Ownership Interest. Each Withdrawing Party shall make Applicable Transfer Representations and Warranties to each continuing Party in connection with such Transfer.

14.06 Great Basin Segment Condemnation . Great Basin shall promptly after any Condemnation Action affecting all or any portion of the Great Basin Segments notify the Management Committee of such Condemnation Action. If such Condemnation Action does not exceed a Loss Threshold for the Great Basin Segments, then Great Basin shall promptly rebuild and replace the Great Basin Segments (or the applicable portion thereof) at its own cost. If such Condemnation Action does exceed a Loss Threshold for the Great Basin Segments, as reasonably determined by the Parties, then Great Basin may rebuild and replace the Great Basin Segments (or any applicable portion thereof) at its own expense. Any Condemnation Awards paid in respect of the Great Basin Segments shall be paid to Great Basin.

14.07 Condemnation Action Threshold Deadlock . If a Loss Threshold Deadlock arises regarding any Condemnation Action, such Loss Threshold Deadlock shall be referred to a panel consisting of a senior executive (President or Vice President) of each Party with the authority to resolve the Loss Threshold Deadlock. If such Loss Threshold Deadlock is not resolved for any reason within fifteen (15) days after the panel of senior executives has convened or within thirty (30) days after the Loss Threshold Deadlock occurred, whichever occurs sooner, then resolution of such Loss Threshold Deadlock shall be determined using the procedures in this Section 14.07 . The Loss Threshold Deadlock shall be determined by a qualified independent engineer selected by the Parties. If the Parties are unable to select a qualified independent engineer within fifteen (15) days after any Party has proposed a qualified independent engineer, any Party may submit the selection of such qualified independent engineer to the AAA. The qualified independent engineer shall have significant experience regarding the Loss Threshold Deadlock matter and shall not have worked for any Party or an Affiliate thereof within five (5) years preceding appointment thereof and shall make the determination within thirty (30) days after appointment, or as soon thereafter as is practicable. The Parties shall reasonably cooperate with the qualified independent engineer, and their agreement to submit Loss Threshold Deadlocks under this Section 14.07 to the qualified independent engineer shall be enforceable as an agreement to arbitrate. The decision of the qualified independent engineer shall be final, binding and conclusive upon the Parties, shall not be subject to challenge or appeal, and may be enforced in any court having jurisdiction in the same manner as an arbitral award.

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ARTICLE XV

TRANSFERS AND CHANGES OF CONTROL

15.01 Transfers .

(a) Except for Permitted Transfers, no Party may Transfer all or any portion of its Ownership Interests or its rights or obligations under this Agreement without the prior written approval of the other Parties, which approval shall not be unreasonably withheld, conditioned or delayed. Except for Permitted Transfers, Great Basin shall not Transfer any ownership interest in the Great Basin Segments without the prior written approval of the other Parties, which approval shall not be unreasonably withheld, conditioned or delayed. For purposes of this Section 15.01 , any grounds that are reasonably likely to have a material adverse effect on a non-Transferring Party, any proposed Transfer of less than all of a Party’s Ownership Interests and any proposed Transfer of less than all of Great Basin’s ownership interests in the Great Basin Segments, in each case shall constitute reasonable grounds for withholding or conditioning approval and shall be described to the Transferring Party in reasonable detail if such approval is withheld or conditioned.

(b) No Transfer of Ownership Interests or any rights or obligations under this Agreement shall be permitted, or shall become effective, unless such Transfer includes a corresponding and equivalent Transfer of all associated rights and obligations of the Transferring Party in its Ownership Interests and this Agreement. No Transfer of ownership interests in the Great Basin Segments or any rights or obligations under this Agreement with respect thereto shall be permitted, or shall become effective, unless such Transfer includes a corresponding and equivalent Transfer of all associated rights and obligations of Great Basin in its ownership interests in the Great Basin Segments and this Agreement.

(c) Any Party may allow any of its transmission or other customers to transmit electricity on or otherwise utilize its Electrical Capacity, Fiber Optic Capacity or Microwave Capacity pursuant to ordinary course transactions entered into in accordance with such Party’s Open Access Transmission Tariff without the prior written consent of the other Parties; provided , that such customers utilize such capacity in accordance with the terms of this Agreement. Any exercise by a Party of its rights under this Section 15.01(c) shall not relieve such Party of its obligations under this Agreement.

(d) Any Transfer that is made in violation of this Agreement shall be void ab initio .

15.02 Right of First Refusal and Right of First Offer .

(a) ROFR .

(i) If any Party receives an unsolicited offer (other than an offer that, if consummated, would constitute a Permitted Transfer pursuant to Sections 15.03(a)-(g) ) from a non-Affiliated third-Person to Transfer all or part of its Ownership Interests, the Transferring Party may make such Transfer only if it has complied with the provisions of this Section 15.02 and such Transfer is made in accordance with the other

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requirements of this Article XV . Prior to making such Transfer, the Transferring Party shall give to the other Parties written notice (except a Party that, at the time, is in default under Sections 16.01(a) , (f) or (g) ) of the proposed transaction (the “ ROFR Offer Notice ”), which notice shall fully disclose (A) the terms of the proposed transaction, (B) the Ownership Interests subject to the ROFR Offer Notice (the “ ROFR Offered Interest ”), (C) the identity of the proposed transferee and (D) the date on which the offer shall expire if not accepted, which shall be at least thirty (30) days after each other Party has received the ROFR Offer Notice (the “ ROFR Offer Deadline ”).

(ii) Upon receipt of a ROFR Offer Notice, any Party receiving such notice shall have a right to acquire all (but not less than all) of the ROFR Offered Interest, upon the same terms and conditions that are set forth in the ROFR Offer Notice, by giving written notice to the Transferring Party on or prior to the ROFR Offer Deadline stating that it elects to acquire the ROFR Offered Interest (the “ ROFR Return Notice ”), which election may be subject to receipt of PUCN Approval and any required Governmental Approvals on terms acceptable to the NVE Parties. A failure to give the ROFR Return Notice by the ROFR Offer Deadline shall be deemed to be an election not to acquire the ROFR Offered Interest and, if both other Parties elect not to acquire the ROFR Offered Interest, subject to the Transferring Party’s compliance with the provisions of Section 15.01 , Sections 15.02(a) and (d) and Section 15.04 , the ROFR Offered Interest may be thereafter Transferred to the non-Affiliated third-Person as long as the terms of such Transfer are the same as, or more favorable to the Transferring Party than, those described in the ROFR Offer Notice.

(b) ROFO .

(i) Except with respect to any Transfer that, if consummated, would constitute a Permitted Transfer pursuant to Sections 15.03(a)-(g) and any Transfer subject to Section 15.02(a) , a Transferring Party may make a Transfer of any Ownership Interests only if it has complied with the requirements of this Section 15.02 and such Transfer is made in accordance with the other requirements of this Article XV . Prior to initiating any auction or sales process, the Transferring Party shall give to the other Parties written notice (except a Party that, at the time, is in default under Sections 16.01(a) , (f) or (g) ) of the proposed transaction (the “ ROFO Offer Notice ”) setting forth the Ownership Interests the Transferring Party proposes to Transfer (the “ ROFO Offered Interest ”).

(ii) Upon receipt of an ROFO Offer Notice, any Party receiving such notice shall have a right to negotiate with the Transferring Party for the purchase of the ROFO Offered Interests by giving written notice to the Transferring Party within thirty (30) days after receipt of the ROFO Offer Notice (the “ ROFO Offer Deadline ”) stating that it elects to negotiate to acquire the ROFO Offered Interest (the “ ROFO Return Notice ”). Upon any timely delivery of a ROFO Return Notice by any Party, such Party and the Transferring Party shall negotiate exclusively and in good faith for forty-five (45) days, unless otherwise agreed by those Parties, the terms of the Transfer of the ROFO Offered Interests. A failure to give the ROFO Return Notice by the ROFO

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Offer Deadline shall be deemed to be an election not to negotiate to acquire the ROFO Offered Interest and, if both other Parties elect not to negotiate to acquire the ROFO Offered Interest or the applicable Parties do not agree on the Transfer of the ROFO Offered Interests within such forty-five (45) day period, subject to the Transferring Party’s compliance with the provisions of Section 15.01 , Sections 15.02(b) and (d) and Section 15.04 , the ROFO Offered Interest may be thereafter Transferred.

(c) Acquisition . If a Party elects to exercise its right to acquire any ROFR Offered Interest or the Transferring Party and any other Party agree to a Transfer of any ROFO Offered Interest to any such other Party, then the acquiring Party (the “ Acquiring Party ”) and the Transferring Party shall execute such instruments as may be necessary and appropriate to effectuate the Transfer of the applicable Offered Interests as soon as practicable to the Acquiring Party, free and clear of all Liens (i) in the case of ROFR Offered Interests, which are not by the terms of the ROFR Offer Notice specifically identified as surviving the Transfer of the ROFR Offered Interest and (ii) in the case of ROFO Offered Interest, other than Permitted Liens. The Acquiring Party shall close on the acquisition of the applicable Offered Interests within fifteen (15) days after (i) in the case of ROFR Offered Interests, the Transferring Party has satisfied all conditions precedent contained in the ROFR Offer Notice and (ii) the Acquiring Party has received PUCN Approval and all required Governmental Approvals on terms acceptable to the NVE Parties. The Transferring Party shall make the following representations and warranties to the Acquiring Party in connection with such Transfer: (i) in the case of ROFR Offered Interests, the representations and warranties set forth in the applicable ROFR Offer Notice, and (ii) in the case of ROFO Offered Interests, Applicable Transfer Representations and Warranties. Failure to close on the acquisition of the applicable Offered Interests within such time period shall be deemed to be a rejection of the ROFR Offer Notice or ROFO Offer Notice, as applicable, if such failure is solely attributable to the Acquiring Party.

(d) Reattachment of Transfer Restrictions . The right of the Transferring Party to Transfer Offered Interests shall once again be subject to the requirements of this Section 15.02 as if the Transferring Party had never offered the Offered Interests to any non-Transferring Party if the Transferring Party (i) fails to consummate the Transfer of the Offered Interests to a third Person within (A) one hundred eighty (180) days after the date of the applicable Offer Notice or (B) if both Parties elect not to acquire the applicable Offered Interest, ninety (90) days after the later of such election or (ii) in the case of the ROFR Offered Interests, undertakes to, without the written consent of each other Party, Transfer such ROFR Offered Interests to Persons other than those Persons whose identity was disclosed in the ROFR Offer Notice, which consent will not be unreasonably withheld, conditioned or delayed, or upon terms and conditions less favorable to the Transferring Party than the terms and conditions than were contained in the ROFR Offer Notice.

15.03 Permitted Transfers . Although the following shall constitute a Transfer under this Agreement, no consent of any other Party shall be required for any of the following Transfers or corresponding and equivalent Transfers of this Agreement (each, a “ Permitted Transfer ”):

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(a) A Transfer by SPPC to NPC of all or part of its Ownership Interests, or any Transfer by SPPC or NPC by way of a merger or consolidation with each other, an Affiliate or any other Person;

(b) Subject to Article XVIII , (i) a Party’s collateral assignment, mortgage, hypothecation, pledge or other encumbrance of its Ownership Interests in favor of the ON Line Lenders or NVE Lenders, as applicable and (ii) any such lender(s)’ foreclosure on such Ownership Interests, or assignment of such Ownership Interests to any subsequent assignee in connection with the sale, transfer or exchange of its rights, in connection with the exercise of its rights and enforcement of its remedies under the applicable financing and security instruments;

(c) Subject to Article XVIII, (i) Great Basin’s collateral assignment, mortgage, hypothecation, pledge or other encumbrance of its ownership interests in the Great Basin Segments in favor of the GB Segment Lenders and (ii) any such lender(s)’ foreclosure on such ownership interests, or assignment of such ownership interests to any subsequent assignee in connection with the sale, transfer or exchange of its rights, in connection with the exercise of its rights and enforcement of its remedies under the applicable financing and security instruments;

(d) A Transfer (other than by operation of law) by NPC or SPPC of its Ownership Interests to any successor to NPC or SPPC if such successor is a public utility holding a certificate of public convenience and necessity granted by the PUCN pursuant to Chapter 704 of the Nevada Revised Statutes;

(e) A one-time Transfer by Great Basin of either all of its Ownership Interests or all of its ownership interests in the Great Basin Segments to one Affiliate which is controlled by or under Common Control with Great Basin (the “ Affiliated Assignee ”) prior to or concurrently with GB Segment Financial Closing; provided , that, except with the NVE Parties’ prior written consent: (i) such Transfer has no effect on the NVE Parties’ rights nor increases the NVE Parties’ obligations under this Agreement, the Security Documents, any other agreement in connection herewith or otherwise and (ii) Great Basin and any such Affiliated Assignee remain jointly and severally liable for all of their obligations under this Agreement, the Security Documents and any other agreement in connection herewith;

(f) One-time, simultaneous Transfers (or capacity right exchanges) between Great Basin and the Affiliated Assignee at the achievement of GB Segment COD such that, upon consummation of such Transfers, (or capacity right exchanges) either:

(i) Great Basin or the Affiliated Assignee will own sixty-two percent (62%) of all Ownership Interests and an undivided sixty-two percent (62%) ownership interest in the Great Basin Segments and the other party will own thirteen percent (13%) of all Ownership Interests and an undivided thirty-eight percent (38%) ownership interest in the Great Basin Segments; provided that such percentages may be subject to adjustment as determined by Great Basin in proportion to any adjustment of a Party’s Capacity Entitlement pursuant to Section 16.02(f) or Ownership Percentages pursuant to this Agreement so long as the ON Line Security Interest and GB Segment Security Interest are not affected by such adjustment; or

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(ii) Great Basin or the Affiliated Assignee will own seventy-five percent (75%) of all Ownership Interests (subject to the capacity rights in favor of the other party and adjusted in connection with any adjustment of Ownership Percentages pursuant to this Agreement) and the other party will own one hundred percent (100%) of the Great Basin Segments (subject to capacity rights in favor of the first party);

provided , that (x) such Transfers have no effect on the NVE Parties’ rights or increase the NVE Parties’ obligations under this Agreement, the Security Documents, any other agreement in connection herewith or otherwise and (y) Great Basin and the Affiliated Assignee remain jointly and severally liable for all of their obligations under this Agreement, the Security Documents and any other agreement in connection herewith; and

(g) Transfers of Great Basin’s Ownership Interests to its Affiliates and the NVE Parties solely for the purpose of satisfying Great Basin’s obligation to the NVE Parties in connection with the NVE Parties’ exercise of a purchase option pursuant to this Agreement; and

(h) A Transfer by Great Basin of all of its Ownership Interests and/or all of its ownership interests in the Great Basin Segments to an Eligible Assignee.

15.04 Other Transfer Restrictions . Notwithstanding anything to the contrary, no Transfer (except Transfers under Sections 15.03(b)(i) or 15.03(c)(i) ) shall be valid unless:

(a) The Transferring Party has notified the other Parties of the name, address, phone number, tax identification number and contact person of the transferee;

(b) The proposed transferee has assumed responsibility for performance of all of the liabilities and obligations of the Transferring Party under this Agreement, each ON Line Agreement, each Security Document, the Balancing Authority Area Services Agreement and otherwise relating to the Ownership Interests that the transferee acquires arising on and after the date of the Transfer pursuant to a written instrument of assignment and assumption in a form approved by the other Parties acting reasonably, which approval shall be limited to the question of whether such instrument, when duly executed, will accomplish the purposes intended under this Agreement (an “ Assignment and Assumption Agreement ”). Each Assignment and Assumption Agreement shall (i) provide that the other Parties are each a third-Person beneficiary thereof, (ii) require that the transferee becomes a party to this Agreement, each ON Line Agreement (with respect to a Transfer of Ownership Interests) and each Security Document and agrees to be bound by the terms hereof and, if applicable, thereof, (iii) reflect, among other things, that the transferee’s Ownership Interests or ownership interests in the Great Basin Segments, as applicable, are subject to the terms and provisions of this Agreement, each ON Line Agreement (with respect to a Transfer of Ownership Interests ) and each Security Document and that such transferee has no greater rights in ON Line or the Great Basin Segments, as applicable, than the Transferring Party prior to the Transfer and (iv) contain representations and warranties from the transferee substantially similar to those set forth in Section 17.01 . The Transferring Party’s obligations under this Agreement, each ON Line

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Agreement (with respect to a Transfer of Ownership Interests) and each Security Document shall be valid and binding obligations of the transferee enforceable in accordance with the terms hereof and, if applicable, thereof;

(c) Except as otherwise agreed in the consent to collateral assignment between the NVE Parties and the ON Line Lenders, all amounts due and owing by the Transferring Party under this Agreement shall have been paid in full;

(d) Such Transfer shall not result in (i) a breach or event of default under any ON Line Agreement or any Security Document or an Event of Default or breach of this Agreement, or (ii) this Agreement, any ON Line Agreement or any Security Document not being in full force and effect;

(e) After such Transfer, the GB Segment Security Interest and the ON Line Security Interest shall be valid, legal, perfected, in full force and effect and have the priority contemplated by Section 18.04 ;

(f) Such Transfer shall not cause ON Line or a Party to be subject to any Applicable Law to which it was not previously subject and which constitutes a Material Adverse Effect;

(g) Such Transfer complies with all Applicable Laws, the transferee has all necessary Governmental Approvals to comply with its obligations under this Agreement and such Transfer complies with Section 15.01(b) ;

(h) Such Transfer will not cause any portion of a non-Transferring Party’s Ownership Interests or ownership interests in the Great Basin Segments to be “tax-exempt use property” as defined in Section 168(h) of the Code (without giving effect to paragraphs (1)(c) and (3) thereof) based on an opinion from nationally-recognized tax counsel selected by the Transferring Party and reasonably acceptable to the non-Transferring Parties, delivered to each of the Parties on or prior to such Transfer, stating that such Transfer will, more likely than not, not cause the Ownership Interest of a non-Transferring Party in any portion of ON Line or the ownership interest of any non-Transferring Party in any of the Great Basin Segments to be “tax-exempt use property” as defined in Section 168(h) of the Code (without giving effect to paragraphs (1)(c) and (3) thereof);

(i) If the Transferee relied on its parent to satisfy the creditworthiness requirements (as set forth in the definition of Eligible Assignee), then the Transferee’s parent shall, as a condition to the effectiveness of the Transfer, deliver a guaranty in favor of the non-Transferring Parties guaranteeing all of the Transferee’s obligations under this Agreement on terms reasonably acceptable to the NVE Parties; and

(j) If the Transferee relied on its Affiliate to satisfy the requirement to have sufficient experience (as set forth in the definitions of Eligible Assignee and Experienced Operator) and/or to be regulated by FERC (as set forth in the definition of Eligible Assignee), then, as a condition to the effectiveness of the Transfer, the Transferee and its applicable Affiliate shall agree in writing, in a form reasonably acceptable to the NVE Parties, to remain

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under common Control for a period of no less than four (4) years following the date of such Transfer.

15.05 Change of Control . Prior to undertaking any transaction or series of transactions that will result in a direct or indirect change of Control of Great Basin (other than (i) a change in Control of any parent of Great Basin which has material assets other than its direct or indirect ownership interest in the Transmission Line, (ii) a change in the direct or indirect ownership of Great Basin that does not result in the change in the Person that ultimately Controls Great Basin, or (iii) any transaction or series of transactions that results in an Eligible Control Party assuming Control of Great Basin), Great Basin shall promptly provide the NVE Parties with information about such transaction or transactions and the parties thereto (subject to the NVE Parties executing a confidentiality agreement with respect thereto containing customary terms) and shall cause its applicable parent company to obtain the written consent of the NVE Parties prior to consummating such transaction or transactions, not to be unreasonably withheld, conditioned or delayed; provided , however , that the consent of the NVE Parties is not required under this Section 15.05 with respect to the exercise of remedies by the ON Line Lenders under the ON Line Financing Agreements or the GB Segment Lenders under the GB Segment Financing Agreements. As a condition to the effectiveness of any transaction or series of transactions that results in an Eligible Control Party assuming Control of Great Basin, if the Eligible Control Party relied on its parent to satisfy the creditworthiness requirements (as set forth in the definition of Eligible Assignee), then the Eligible Control Party’s parent shall, as a condition to the effectiveness of the change of Control, deliver a guaranty in favor of the NVE Parties guaranteeing all of the Eligible Control Party’s obligations under this Agreement on terms reasonably acceptable to the NVE Parties, and if the Eligible Control Party relied on its Affiliate to satisfy the requirement to have sufficient experience (as set forth in the definitions of Eligible Assignee and Experienced Operator) and/or to be regulated by FERC (as set forth in the definition of Eligible Assignee), then, as a condition to the effectiveness of the change of Control, the Eligible Control Party and its applicable Affiliate shall agree in writing, in a form reasonably acceptable to the NVE Parties, to remain under common Control for a period of no less than four (4) years following the date of such change of Control.

ARTICLE XVI

DEFAULT AND REMEDIES

16.01 Events of Default . Each of the following events shall be an “ Event of Default ” under this Agreement:

(a) Failure to Make Payment . Failure by a Party to make any Contribution or payment required under this Agreement that is not being disputed in good faith within the later of (i) thirty (30) days after the date on which such Contribution or payment becomes due (or for disputed payments, the date on which it is determined that the amount is owing) and (ii) three (3) Business Days after receipt of written notice of the failure to pay is provided to such Party.

(b) Failure to Perform . Failure by a Party to perform, in any material respect not otherwise identified as an Event of Default, any material obligation, duty or responsibility in accordance with the provisions of this Agreement where such failure is not

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remedied within thirty (30) days after written notice thereof is provided to such Party or such longer period if the failure to perform is not susceptible to cure within such thirty (30)-day period and such Party diligently pursues the cure of such default to completion within such additional period as may be reasonably required to cure such failure to perform; provided , however , that such default, if not cured within ninety (90) days after such written notice is provided to such Party, shall constitute an Event of Default.

(c) Breach of a Representation and Warranty . A Party breaches a representation or warranty it has made hereunder in any material respect and such breach is not remedied within thirty (30) days after written notice thereof is provided to such Party.

(d) Insurance . A Party fails to obtain and maintain the insurance required by the Insurance Plan and such failure is not remedied within thirty (30) days after written notice thereof is provided to such Party.

(e) Great Basin Change in Control . A breach by Great Basin of Section 15.05 .

(f) Bankruptcy Event . The occurrence of a Bankruptcy Event with respect to a Party.

(g) Failure of Security Interests, Security Documents and Non-Disturbance Agreements . (i) Failure of the ON Line Security Interest or GB Segment Security Interest to (A) be valid, legal, perfected, in full force and effect or (B) have the priority contemplated by Section 18.04 for fifteen (15) days, (ii) failure of any associated Security Document to be in full force and effect, (iii) any breach of Section 18.03 or (iv) any breach by Great Basin under any Security Document (accounting for any notice requirement and/or cure period provided in the applicable Security Document). Each such event shall constitute an Event of Default by Great Basin.

16.02 Remedies .

(a) Remedies Not Exclusive . Except as provided in Section 11.03(b) or any other provision of this Agreement that expressly provides for a specific remedy in the event of a breach of such provision, upon the occurrence of an Event of Default by a Party, the non-defaulting Parties shall have available all remedies hereunder, as well as all legal and equitable remedies, including those available in order to enforce payment of any amounts or performance of any obligations, and no remedy conferred upon or reserved by a Party is intended to be exclusive of any other remedy or remedies available hereunder or that now or hereafter exists at law or in equity, each and every such remedy shall be cumulative and shall be in addition to every other such remedy.

(b) Injunctive Relief and Specific Performance . Each Party acknowledges and agrees that the failure to perform any of its respective obligations under this Agreement would cause irreparable harm to the other Parties and that the remedy at law for any violation or threatened violation thereof would be inadequate, and further agrees that the other Parties shall be entitled to a temporary or permanent injunction, specific performance or other

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equitable relief specifically to enforce such obligations without the necessity of proving the inadequacy of its legal remedies. No Party shall be required to post any guaranty, letter of credit, bond or other security to obtain an order or decree of specific performance.

(c) Loss of Voting Rights . If an Event of Default by a Party has occurred under Section 16.01(a) , Section 16.01(g) due to the failure of the ON Line Security Interest or GB Segment Security Interest to be valid, legal, perfected and in full force and effect, or Section 16.01(b) with respect to the failure to provide the other Parties with their respective Capacity Entitlements, without limiting any other rights that the non-defaulting Parties might have, for so long as such Event of Default remains outstanding (i) the defaulting Party’s Authorized Representatives shall not have any right to decide, approve, authorize or vote on any matters before the Management Committee and (ii) the other Party’s Authorized Representatives shall be entitled to represent the defaulting Party with respect to all matters before the Management Committee and the quorum requirements under Section 8.01(f) shall be deemed satisfied.

(d) Purchase Right Upon Default . If (i) an Event of Default by a Party has occurred under Section 16.01(a) and the aggregate amount that remains unpaid by such Party exceeds five million Dollars ($5,000,000), (ii) an Event of Default has occurred by a Party under Section 16.01(b) with respect to the failure to provide the other Parties’ their respective Capacity Entitlements, (iii) an Event of Default has occurred under Section 16.01(g) due to the failure of the ON Line Security Interest or GB Segment Security Interest to be valid, legal, perfected and in full force and effect, in either case, and such event has occurred after the Acquisition Closing Date and is continuing, then, without limiting any other rights that the non-defaulting Parties might have, a non-defaulting Party may, upon written notice to the defaulting Party (the “ Default Purchase Notice ”) delivered while such Event of Default remains outstanding, purchase all of the Ownership Interests of the defaulting Party. Upon a non-defaulting Party providing the defaulting Party with the Default Purchase Notice, and, as the case may be, subject to the consent of the NVE Lenders to the extent required under the NVE Lenders’ financing and security agreements or the consent of the ON Line Lenders if the proceeds of the Transfer are less than the obligations owed by Great Basin to the ON Line Lenders, then the defaulting Party shall Transfer its Ownership Interest to such non-defaulting Party free and clear of any Liens other than Permitted Liens within fifteen (15) days after receipt of such notice and receipt of PUCN Approval and all required Governmental Approvals on terms acceptable to the NVE Parties. At the time such Transfer occurs, such non-defaulting Party shall pay to the defaulting Party an amount equal to the lower of (A) book value of the defaulting Party’s Ownership Interest on the date of the Default Purchase Notice and (B) the Fair Market Value of the defaulting Party’s Ownership Interest on the date of the Default Purchase Notice. The defaulting Party shall make Applicable Transfer Representations and Warranties in connection with such Transfer.

(e) Step-In Rights .

(i) Construction Step-In . If an action by the Managing Party undertaken in connection with its management responsibilities results in an Event of Default or, upon the occurrence of the circumstances described in Section 5.03(e) , then, without limiting any other rights that the Step-In Party might otherwise have, the Step-In

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Party may, upon written notice to the Managing Party delivered at any time prior to the Managing Party having cured such default or, in the case of Section 5.03(e) , at any time prior to the NVE Parties committing to fund their Ownership Percentage of such Initial Cost Differential or Incremental Cost Differential, assume the management of all ON Line Activities. If the Step-In Party exercises its rights provided in this Section 16.02(e)(i) , the Step-In Party shall appoint its ON Line Manager in charge of the Managing Party’s responsibilities hereunder, and may retain such managerial responsibilities until ON Line COD or relinquish all or any part thereof from time to time to the Managing Party; provided , however , that the Managing Party may elect to reacquire management of the ON Line Activities, to the extent such management was the Managing Party’s responsibility prior to the exercise of the Step-In Party’s rights under this Section 16.02(e)(i) , once the Managing Party has no Events of Default outstanding or commits to fund its Ownership Percentage of the Initial Cost Differential or Incremental Cost Differential, as applicable. Notwithstanding anything herein to the contrary, (A) any reasonable costs and expenses related to the Step-In Party’s exercise of its rights provided in this Section 16.02(e)(i) and (B) any reasonable incremental costs and expenses related to the Step-In Party’s assumption of the Managing Party’s responsibilities hereunder, shall be borne by the Managing Party.

(ii) Maintenance Step-In . If (A) after ON Line COD, ON Line (or a portion thereof) or (B) after the commercial operation of a Great Basin Segment, any Great Basin Segment (or a portion thereof), in either case, is materially impaired due to an Event of Default under Section 16.01(b) constituting Willful Misconduct/Gross Negligence by NPC or Great Basin in its role as maintainer of ON Line or the Great Basin Segments, as applicable, then, without limiting any other rights that the Step-In Party might otherwise have, the Step-In Party may, upon written notice to the defaulting Party delivered at any time prior to the defaulting Party having cured such Event of Default, assume management of the maintenance responsibilities on any portion of the Transmission Line for which the defaulting Party has maintenance responsibility and all responsibilities set forth in this Agreement related thereto. If the Step-In Party exercises its rights provided in this Section 16.02(e)(ii) , the Step-In Party may retain such managerial responsibilities throughout the Term or relinquish all or any part thereof from time to time to the defaulting Party; provided , however , that the defaulting Party may elect to reacquire such management responsibility, to the extent such management was the defaulting Party’s responsibility prior to the exercise of the Step-In Party’s rights under this Section 16.02(e)(ii) , once the defaulting Party has corrected the material impairment. Notwithstanding anything herein to the contrary, (X) any reasonable costs and expenses related to the Step-In Party’s exercise of its rights provided in this Section 16.02(e)(ii) and (Y) any reasonable incremental costs and expenses related to the Step-In Party’s assumption of the defaulting Party’s responsibilities hereunder, shall be borne by the defaulting Party; provided , that, in the event the Step-In Party retains an Independent Contractor or other third party to assume management of the maintenance responsibilities on any portion of the Transmission Line for which the defaulting Party has maintenance responsibility, such Independent Contractor or other third party shall be reasonably acceptable to the defaulting Party (such acceptance being without prejudice to the defaulting Party’s right to dispute the

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amounts charged by such Independent Contractor or other third party). If a Step-In Party takes over the management of maintenance obligations from the defaulting Party pursuant to this Section 16.02(e)(ii) , the Step-In Party shall indemnify the defaulting Party and its Affiliates for any fines, penalties or other charges levied against the defaulting Party and its Affiliates as a result of a failure to properly maintain the portion of the Transmission Line for which the Step-In Party assumed maintenance responsibility pursuant to this Section 16.02(e)(ii) during the period the Step-In Party has taken over the management of such maintenance (except to the extent such fines, penalties or other charges arise as a result of the Willful Misconduct/Gross Negligence of the defaulting Party and/or any of its Affiliates).

(iii) Operations Step-In . If, at any time after ON Line COD, the NVE Parties no longer qualify as public utilities under Nevada law and ON Line is materially impaired due to an Event of Default under Section 16.01(b) constituting Willful Misconduct/Gross Negligence by NPC, then, without limiting any other rights that Great Basin might otherwise have, Great Basin may, upon written notice to the NVE Parties delivered at any time prior to the defaulting Party having cured such Event of Default, assume management of the operation of the Transmission Line, including all Operating Activities, and all responsibilities set forth in this Agreement related thereto. If Great Basin exercises its rights provided in this Section 16.02(e)(iii) , Great Basin may retain such managerial responsibilities throughout the Term or relinquish all or any part thereof from time to time to the NVE Parties. Notwithstanding anything herein to the contrary, (X) any reasonable costs and expenses related to Great Basin’s exercise of its rights provided in this Section 16.02(e)(ii) and (Y) any reasonable incremental costs and expenses related to the Great Basin’s assumption of the NVE Party’s responsibilities hereunder, shall be borne by the NVE Party; provided , that, in the event Great Basin retains a third party to assume management of the operation of the Transmission Line, such third party shall be reasonably acceptable to the defaulting Party (such acceptance being without prejudice to the defaulting Party’s right to dispute the amounts charged by such third party).

(f) Ownership Adjustment . If an Event of Default has occurred under Section 16.01(a) , then, without limiting any other rights that the non-defaulting Parties might have, to the extent such Event of Default has not otherwise been satisfied in full upon the exercise by the non-defaulting Party of its rights under Section 16.02(g) , a non-defaulting Party may, after the Acquisition Closing, upon written notice to the Parties delivered while such Event of Default remains outstanding, cause a reduction in the defaulting Party’s Ownership Percentage within fifteen (15) days after receipt of such notice and receipt of PUCN Approval and all required Governmental Approvals on terms acceptable to the NVE Parties, such that the defaulting Party’s Ownership Percentage equals a ratio (i) the numerator of which is equal to the portion of the Total Costs paid by the defaulting Party and (ii) the denominator of which equals the Total Costs, and the defaulting Party shall Transfer the portion of its Ownership Interest corresponding to its excess above its revised Ownership Percentage to each non-defaulting Party free and clear of any Liens other than Permitted Liens. Thereafter, each Party’s Capacity Entitlement shall automatically and proportionately increase or decrease, as applicable, with such Party’s increase or decrease of Ownership Interest. The defaulting Party shall execute and

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record any bills of sale, deeds, certificates or other documentation as reasonably requested by any non-defaulting Party to evidence the re-allocation of such interests. The defaulting Party shall make Applicable Transfer Representations and Warranties in connection with such Transfer.

(g) Loss of Right to Revenue or Electrical Capacity . If an Event of Default has occurred under Section 16.01(a) , then, without limiting any other rights that the non-defaulting Parties might have, to the extent such Event of Default has not otherwise been satisfied in full upon the exercise by the non-defaulting Party of its rights under Section 16.02(f) , a non-defaulting Party may, upon fifteen (15) days’ prior written notice to the defaulting Party delivered while such Event of Default remains outstanding, recover the defaulted payments by temporarily receiving all or any part of the defaulting Party’s Capacity Entitlement. Receipt of the defaulting Party’s Capacity Entitlement shall continue until such time as the non-defaulting Party has received an amount equal to the payment default plus interest at the Default Rate, determined based on amounts that would otherwise be payable for such Capacity Entitlement under the applicable open access transmission tariff of the non-defaulting Party. Once such non-defaulting Party has received such additional amount, the defaulting Party shall immediately, and without further action by the Parties, be entitled to fully receive its Capacity Entitlement. In the event receipt of the defaulting Party’s Capacity Entitlement is not practicable due to regulatory requirements or the rights of third Persons, the defaulting Party shall pay over to the non-defaulting Party all proceeds, promptly upon the defaulting Party’s receipt of such proceeds, of the defaulting Party’s Capacity Entitlement until such time as the non-defaulting Party has received an amount equal to the payment default plus interest at the Default Rate.

(h) If an Event of Default of NPC has occurred under Section 16.01(a) in respect of one or more Contributions or payments and has continued for a period of one hundred twenty (120) days and the aggregate amount due and payable from NPC to Great Basin in respect of such Contributions or payments exceeds (x) from ON Line COD to the thirtieth (30th) anniversary of such date, five million Dollars ($5,000,000) and (y) from the thirtieth (30th) anniversary of ON Line COD to the forty-first (41st) anniversary of ON Line COD, one million Dollars ($1,000,000) (an “ Extended Payment Default ”), Great Basin shall possess the right to terminate the NVE Parties’ Capacity Entitlement other than the portion of their Capacity Entitlement on ON Line corresponding to their aggregate Ownership Interest (the “ Terminated Capacity ”) by sending written notice (by facsimile or other reasonable means) to NPC, which notice of termination shall become effective thirty (30) days after receipt if the NVE Parties fail to cure the Extended Payment Default prior to such thirtieth (30th) day. If Great Basin fails to exercise this right of termination within thirty (30) days following the time when the Extended Payment Default first accrues (or more than thirty (30) days if the Parties agree to an extension), then such right of termination shall no longer be available to Great Basin as a remedy for the defaulted Contributions and payments constituting such Extended Payment Default, but shall be available for subsequent defaulted Contributions and payments to the extent they satisfy the requirements for an Extended Payment Default. The termination of the Terminated Capacity and payment of the Termination Payment (if any) shall be the sole and exclusive remedy for Great Basin for the Extended Payment Default for the time period beginning at the time notice of termination under this Section 16.02(h) is transmitted; provided , however , that Great Basin may exercise any remedies available to it under this Section 16.02 prior to its transmittal of such

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notice of termination. Great Basin shall calculate the payment associated with termination (“ Termination Payment ”) as follows:

(i) Any Loss shall be determined by comparing the value of the Terminated Capacity had it not been terminated plus Costs to the equivalent quantities and relevant market prices for the remaining term of the Monthly Payment Period either quoted by a bona fide third-party offer or which are reasonably expected to be available in the market under a replacement contract or contracts for such Terminated Capacity. To ascertain the market prices of a replacement contracts, Great Basin may consider, among other valuations, quotations from dealers in transmission capacity and other bona fide third party offers, all adjusted for the length of the remaining term. It is expressly agreed that Great Basin shall not be required to enter into replacement transactions in order to determine the Termination Payment.

(ii) Any Loss calculated under clause (i) shall be discounted to present value using the Present Value Rate as of the time of termination (to take account to the period between the time the termination was effective and when such amount would have otherwise been due pursuant to this Agreement). The “Present Value Rate” shall mean the sum of 0.50% plus the yield reported on page “USD” of the Bloomberg Financial Markets Services Screen (or, if not available, any other nationally recognized trading screen reporting on-line intraday trading in United States government securities) at 11:00 a.m. (New York City, New York time) for the United States government securities having a maturity that matches the average remaining term of the Monthly Payment Period; and

(iii) Great Basin shall aggregate any Loss with Outstanding Payments and notify NPC of such amount and the NVE Parties shall, within three (3) Business Days of receipt of such notice, pay to Great Basin an amount equal to the aggregate sum of the Loss (if any) and Outstanding Payments as the Termination Payment. The Termination Payment shall bear interest at the Present Value Rate from the time notice of termination was received until paid.

(iv) For purposes of this Section 16.02(h) :

(A) “Loss” means the economic loss (inclusive of Costs), if any, resulting from the termination of the Terminated Capacity, determined in a commercially reasonable manner as calculated in accordance with this Section 16.02(h) ;

(B) “Costs” means brokerage fees, commissions and other similar transaction costs and expenses reasonably incurred in terminating any specifically related arrangements which replace the Terminated Capacity and reasonable attorneys’ fees, if any, incurred in connection with Great Basin enforcing its rights under this Section 16.02(h) . Great Basin shall use reasonable efforts to mitigate or eliminate these Costs.

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amount of payments due and owing under this Agreement (and not otherwise paid) by the NVE Parties to Great Basin as of the date on which the termination of the Terminated Capacity becomes effective (it being understood that payment of the Outstanding Payments to Great Basin shall be in satisfaction of the NVE Parties’ obligation to make such payments under this Agreement);

(D) In no event, however, shall a Party’s Loss, Costs or Outstanding Payments include any penalties or similar charges imposed by Great Basin.

(v) Notwithstanding anything in this Agreement to the contrary, upon the effectiveness of the notice terminating the Terminated Capacity (A) the NVE Parties’ Capacity Entitlement with respect to Electrical Capacity on ON Line shall be equal to the NVE Parties’ Ownership Percentage and the NVE Parties shall not be entitled to any Electrical Capacity on the Great Basin Segments, (B) all Operating Costs, Event of Loss Costs, Condemnation Action Costs and Capital Repair Costs shall be funded by the Parties in accordance with their respective Ownership Percentages and Great Basin shall have no right to recover Great Basin’s Ownership Percentage of any such costs from the NVE Parties and (C) the NVE Parties’ obligation to pay the Monthly Payment shall cease as provided in Section 3.06(c) . Payment of the Termination Payment pursuant to this Section 16.02(h) shall cure any Event of Default and Extended Payment Default giving rise to Great Basin’s rights under this Section 16.02(h) .

(i) Other Remedies . Prior to the Acquisition Closing Date and in the event the Acquisition Closing does not occur, breaches of representations and warranties and covenants shall be exclusively governed by Section 11.03 . After the Acquisition Closing Date, breaches of representations and warranties shall be exclusively governed by Article XII , subject to the limitations set forth therein.

16.03 Additional Obligations . With respect to a Party as to which an Event of Default has occurred, such Party shall take any and all such further actions and shall execute and file where appropriate any and all such further legal documents and papers as may be reasonable under the circumstances resulting from such Event of Default in order to facilitate the carrying out of this Agreement or otherwise effectuate its purpose, including action to seek any required Governmental Approval and to obtain any other required consent, release, amendment or other similar document.

16.04 Interest on Overdue Payments and Contributions; Setof f . If any sum due hereunder is not paid or contributed by the due date thereof, the Party owing such obligation shall pay to the other Parties or to a Project Account, as applicable, interest thereon at the Default Rate concurrently with the payment of the amount, such interest to begin to accrue as of the due date of such payment or Contribution. Further, each non-defaulting Party shall have the right to setoff any amount owed to it by a defaulting Party hereunder against any amounts owed by it to such defaulting Party hereunder.

16.05 Mitigation . Each Party shall use commercially reasonable efforts to mitigate all of its damages and losses resulting from an Event of Default by any other Party.

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ARTICLE XVII

REPRESENTATIONS AND WARRANTIES

17.01 Representations and Warranties . Each Party represents and warrants to each other Party, as of the Effective Date and again as of the Acquisition Closing Date (as though made on and as of such date), except as set forth in the disclosure schedules delivered among the Parties prior to the Effective Date (the “ Disclosure Schedules” ) and the Disclosure Schedule Update:

(a) Due Organization . Such Party is a duly organized, validly existing entity of the type described in the preface to this Agreement and is in good standing under the laws of the jurisdiction of its formation and is duly qualified to do business and in good standing as a foreign entity in the jurisdiction of its principal place of business (if not formed in that jurisdiction).

(b) Power and Authority . Such Party has the full corporate or limited liability company, as applicable, legal right, power and authority to enter into this Agreement and perform its obligations under this Agreement.

(c) Due Authorization . Such Party has taken all appropriate and necessary corporate or limited liability company, as applicable, action to authorize its execution, delivery and performance of this Agreement and the transactions contemplated hereunder.

(d) Consents . Except for, in the case of Great Basin, the Required Consents, such Party has obtained all consents, approvals, permits and other authorizations in connection with the execution, delivery and performance of this Agreement required to be obtained by it; provided , however , that no Party makes any representation or warranty under this Section 17.01(d) with respect to any consents, approvals, permits or other authorizations necessary for the development, construction, operation or maintenance of the Transmission Line or, except with respect to the Acquisition Closing, any consents, approvals, permits or other authorizations necessary in connection with the acquisition by one Party of any other Party’s Ownership Interests pursuant to the terms of this Agreement.

(e) Binding Obligation . This Agreement constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms (subject to the effects of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other Applicable Laws now or hereafter in effect relating to creditors’ rights generally and general principles of equity).

(f) No Violation . The execution, delivery and performance by such Party of this Agreement, the compliance with the terms and provisions hereof and the carrying out of the transactions contemplated hereby, (i) do not conflict with and will not result in a breach or violation of any of the terms or provisions of the organizational documents of such Party, (ii) do not conflict with and will not result in a material breach or violation of any of the terms or provisions of any existing Applicable Law to which such Party is subject or by which it or any of its material property is bound, or any material agreement or instrument to which such Party is a party or by which it or any of its material property is bound, or constitutes or will

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constitute a default thereunder or (iii) in the case of Great Basin, will not result in the imposition of any Lien (other than under any financing or security agreements with the NVE Lenders or a Permitted Lien) upon any of the Ownership Interests being Transferred to NPC and SPPC at the Acquisition Closing.

(g) Brokers . All negotiations relative to this Agreement and the transactions contemplated hereby have been carried out by each Party directly with each other Party without the intervention of any Person on behalf of such Party in such manner as to give rise to any valid claim by any Person against each other Party for a finder’s fee, brokerage commission or similar payment.

(h) No Litigation and Compliance with Law . There is no litigation pending or, to such Party’s knowledge, threatened to which such Party or any of its Affiliates is a party that could reasonably be expected to have a Material Adverse Effect. Such Party is not in violation of any Applicable Law where the effect of which to such Party, individually or in the aggregate, could be reasonably expected to have a Material Adverse Effect.

17.02 Special Representations and Warranties of Great Basin . On and as of the Acquisition Closing Date (as though made on and as of such date), Great Basin represents and warrants to each of the NVE Parties as follows, except as set forth in the Disclosure Schedules attached to this Agreement and the Disclosure Schedule Update:

(a) Title to ON Line . Great Basin possesses good, valid and marketable title to all of the personal property comprising ON Line (tangible and intangible assets) and good, valid, marketable and indefeasible title to the rights granted to Great Basin pursuant to the ON Line ROW (subject to the BLM restrictions in the ON Line ROW) and Land Contracts, in each case, free and clear of all Liens except Excluded Liens, and, effective upon the Acquisition Closing, (i) upon payment of the NVE Parties’ Closing Payment (if any), NPC and SPPC shall own and hold good, valid and marketable title to an undivided ownership interest equal to their respective Ownership Percentages in all of ON Line constituting personal property (tangible and intangible assets) and (ii) NPC and SPPC shall own and hold good, valid, marketable and indefeasible title to an undivided ownership interest equal to their respective Ownership Percentages in the real property comprising ON Line (including the ON Line ROW and Land Contracts) or a good, valid and marketable leasehold interest in the real property comprising ON Line (including the ON Line ROW and Land Contracts) equal to their respective Ownership Percentages, in each case, free and clear of all Liens except Permitted Liens.

(b) Agreements . Great Basin is a party to all ON Line Agreements and it has delivered true, correct and complete copies of each ON Line Agreement (including any amendment thereto) to the NVE Parties as of the Acquisition Closing Date and any other agreement to which ON Line may be subject. Each ON Line Agreement is in full force and effect against Great Basin and, to Great Basin’s knowledge, the other parties thereto and (i) Great Basin is not in material breach of its obligations under any such agreement, (ii) to Great Basin’s knowledge, no counterparty to any such agreement is in material default of its obligations under any such agreement and (iii) each such agreement is an enforceable and binding obligation of Great Basin and, to Great Basin’s knowledge, the other parties thereto (subject to the effects of bankruptcy, insolvency, reorganization, moratorium, fraudulent

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conveyance or other Applicable Laws now or hereafter in effect relating to creditors’ rights generally and general principles of equity).

(i) N either the whole nor any portion of the real property comprising ON Line (including the ON Line ROW and Land Contracts) is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to Great Basin’s knowledge, has any such condemnation, expropriation or taking been proposed.

(ii) Great Basin has not received any written notice of, or has any knowledge of, any action, proceeding or litigation pending or threatened to modify the zoning of, or other governmental rules or restrictions applicable to, the real property comprising ON Line (including the ON Line ROW and Land Contracts) or the use or development thereof.

(iii) There are no agreements with any Governmental Authority affecting the use or ownership of the real property comprising ON Line (including the ON Line ROW and Land Contracts), true, correct and complete copies of which (including any amendment thereto) have not been provided to the NVE Parties.

(d) Governmental Approvals; Compliance with Laws; Hazardous Substances .

(i) Great Basin has obtained all Governmental Approvals that are necessary or customarily obtained for the current stage of ON Line and necessary or customarily obtained for Great Basin to perform its obligations under this Agreement and each ON Line Agreement as of Acquisition Closing Date (other than any Governmental Approvals related to the construction of the Robinson Summit Substation at the Robinson Summit Location).

(ii) Great Basin has provided true, correct and complete copies of each Governmental Approval for ON Line that has been obtained by Great Basin, and all applications for any pending Governmental Approval, to the NVE Parties and the status of each Governmental Approval for ON Line is set forth in Schedule 6 (it being understood that Schedule 6 : (A) includes some Governmental Approvals that would not be customarily obtained as of the Acquisition Closing Date in light of the then-current stage of construction of ON Line (which are identified on Schedule 6 with an asterisk) and therefore will not necessarily be obtained by the Acquisition Closing Date and (B) is true and correct only as of the Effective Date, but will be modified via the Disclosure Schedule Update to set forth the status of each Governmental Approval listed on Schedule 6 as of the Acquisition Closing Date).

(iii) No application submitted by or on behalf of Great Basin or any of its Affiliates in connection with any Governmental Approval for ON Line

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contains any intentional misrepresentation. Great Basin is in compliance with each Governmental Approval for ON Line in all material respects and each Governmental Approval for ON Line (A) is in full force and effect, (B) is not subject to any legal proceeding or to any unsatisfied condition that is not reasonably expected to be satisfied or could reasonably be expected to allow material modification or revocation thereof and (C) is final and all applicable appeal periods have expired or terminated.

(iv) Except for modifications to Governmental Approvals for ON Line that have already been made, no modification to a Governmental Approval is required for the conveyance or acquisition of the undivided ownership interests in ON Line to NPC and SPPC equal to their respective Ownership Percentages. No further action is required for each Governmental Approval for ON Line to be properly in the name of the Parties.

(v) Great Basin is in compliance with all Applicable Laws in all material respects with respect to ON Line.

(vi) Great Basin is in compliance with all Environmental Laws in all material respects with respect to ON Line. To the knowledge of Great Basin, Hazardous Substances have not been released, spilled, leaked or disposed of on, at, or under the ON Line ROW, or on, at, or under any property adjacent to the ON Line ROW, in any amount or concentration that is likely to require investigation or remediation pursuant to applicable Environmental Laws or in connection with the development, construction or operation of ON Line.

(vii) Great Basin has obtained the Required Consents.

17.03 MOU . Great Basin represents and warrants as of the Effective Date that it has not, prior to the Effective Date, to the extent inconsistent with the MOU: (a) sold, assigned, encumbered, transferred, allowed a Lien to exist upon or otherwise disposed of any interest in or rights to ON Line, (b) directly or indirectly negotiated, discussed in any material respect, or entered into any agreement or participated in any inquiries or proposals in any material respect regarding the purchase of any interest in or rights to ON Line (other than the right to use Great Basin’s Capacity Entitlement with respect to ON Line from and after GB Segment COD), (c) made any public announcement regarding this Agreement or the transactions contemplated hereby without prior consultation with the NVE Parties, (d) assigned the MOU without the prior written consent of the NVE Parties, or (e) done any of the following without the written consent of the NVE Parties: submitted an application for or accepted any required Governmental Approval in respect of ON Line, selected a material contractor or vendor for ON Line, made any material modification to ON Line’s conceptual design, executed, terminated or amended any ON Line Agreement or waived any of the material terms thereof or exercised any remedies thereunder, initiated or settled any material litigation, arbitration or other dispute regarding ON Line or any ON Line Agreement, or adopted any material community outreach or government relations programs for ON Line. Great Basin further represents and warrants as of the Effective Date that it has, prior to the Effective Date, promptly (x) provided the NVE Parties with all Governmental Approvals (including applications therefor), ON Line Agreements (including drafts thereof), and material communications regarding ON Line, and all material

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information regarding land rights, expected development, construction and operation costs, constructability, copies of studies, reports, and data, and any other information regarding ON Line and Great Basin and its Affiliates providing services under any ON Line Agreement, in each case to the extent reasonably requested by the NVE Parties and (y) notified the NVE Parties of all material events in connection with ON Line of which Great Basin has knowledge, including any dispute under an ON Line Agreement and any litigation or arbitration in connection with ON Line.

17.04 Non-Severable Improvements . Each NVE Party represents and warrants to Great Basin, that as of the Effective Date, the NVE Parties do not currently have any plan to make any material, non-severable (a) improvement, (b) modification or (c) addition to ON Line that will be paid for by the NVE Parties after the ON Line COD, other than any such non-severable improvements described in Section 3.04(3) of Internal Revenue Service Revenue Procedure 2001-28, 2001-1 C.B. 1156; provided , however , that the Parties recognize that the NVE Parties are public utilities regulated by the PUCN and FERC and may be required at any time to accommodate transmission service requests and interconnection requests that may require modifications to ON Line or its interconnected transmission system(s).

17.05 Knowledge . When used in this Article XVII , the term “knowledge”, when used in reference to Great Basin shall mean the actual knowledge of any of Jason Hochberg, Paul Thessen, Joseph Esteves, Richard Roloff, Mark Milburn and Andrew Dera, and when used in reference to the NVE Parties shall mean the actual knowledge of any of Roberto Denis, Mario Villar, Ryan Smith and John Berdrow.

17.06 Exclusivity of Representations . The representations and warranties made by each Party in this Article XVII are the exclusive representations and warranties made by such Party with respect to itself and the Transmission Line and the transactions contemplated in this Agreement. Each Party hereby disclaims any other express or implied representations or warranties with respect to itself or the Transmission Line. Except as expressly set forth in this Agreement, the condition of the assets of the Parties shall be “as is” and “where is” and each Party makes no warranty of merchantability, suitability, fitness for a particular purpose or quality with respect to any of the tangible assets of such Party (including the Transmission Line or any portion thereof) or as to the condition or workmanship thereof or the absence of any defects therein, whether latent or patent.

ARTICLE XVIII

LIENS; FINANCING MATTERS

18.01 Liens .

(a) Without the prior written consent of the Parties, (i) no Party may create or permit to exist a Lien (other than an Excluded Lien) on its Ownership Interests (from and after the Effective Date), (ii) Great Basin may not create or permit to exist a Lien (other than an Excluded Lien) on the Great Basin Segments (from and after the Effective Date), provided that this clause (ii) and clause (i) above shall not apply to the excluded assets referred to in the first proviso set forth in Section 18.04(a), (iii) no Party may take any action that would either cause or permit a Lien to exist on the Ownership Interests of any other Party and (iv) neither

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NVE Party may take any action that would either cause or permit a Lien to exist on Great Basin’s ownership interests in the Great Basin Segments; provided , however , that without the consent of any Party, in the course of performing ON Line Activities or Operating Activities, the Managing Party or NPC, as applicable, may, to the extent approved by the Parties (unless NPC is solely responsible, whether directly or through the payment of the Monthly Payment, for the payment of any amount referred to in clause (i) or (ii) below), create or permit to exist on the Ownership Interests: (i) any Lien for Taxes being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP and (ii) any statutory Lien (including any Liens of carriers, warehousemen, mechanics and materialmen arising in the ordinary course of business by operation of law) with respect to a liability which is being contested in good faith, in each case in (i) and (ii) above, only so long as such Liens shall not involve any reasonable likelihood of the sale, forfeiture or loss of any material interest in the Transmission Line and shall not interfere in any material respect with the use or disposition of any material part of the Transmission Line, the GB Segment Security Interest or the ON Line Security Interest. Great Basin shall directly acquire and continue to directly own all of the Transmission Line, except with respect to the NVE Parties’ Ownership Interests and the Transfer of ownership interests in the Transmission Line permitted by this Agreement. Each Party shall promptly notify the other Parties of the attachment or imposition of any Lien not permitted by this Agreement. Great Basin may not take any action to either create or permit to exist a Lien on any Applicable Centennial Phase 3 Facilities without NPC’s prior written consent; provided , however , that nothing contained herein shall prevent Great Basin from creating or permitting to exist an Excluded Lien on the Applicable Centennial Phase 3 Rights during the effectiveness of the SNIP Agreement. Notwithstanding anything in this Section 18.01(a) to the contrary, any Party may obtain a judgment Lien against any other Party based on any such other Party’s breach under this Agreement, any Security Document, the SNIP Agreement or any other agreement, and the NVE Parties may create or permit to exist the ON Line Security Interest and GB Segment Security Interest.

(b) If (i) any Lien (other than an Excluded Lien) is filed against the Transmission Line by reason of any services or materials supplied or claimed to have been supplied on or to all or part of the Transmission Line and (ii) such Lien has not been satisfied or discharged of record, or its enforcement precluded, to the reasonable satisfaction of the Management Committee, by injunction, payment, deposit, bond, order of court or otherwise as soon as is reasonably practicable and, in any event, no later than the earlier of (i) ninety (90) days after the creation of such Lien and (ii) ninety (90) days prior to the first date on which foreclosure of such Lien is permitted under Applicable Laws, then a Party shall have the right, but not the obligation, to satisfy, bond or discharge such Lien and the amount incurred by such Party shall be promptly reimbursed by the other Parties in proportion to their respective Ownership Percentages; provided , however , that (A) in the event such Lien has been imposed as a consequence of an unauthorized act or omission, negligence, gross negligence or willful misconduct of a Party, such Party shall pay all costs in connection with satisfying, bonding and discharging such Lien and (B) except as provided in clause (A) above, in the event such Lien has been imposed on the Great Basin Segments, Great Basin shall pay all costs in connection with satisfying, bonding and discharging such Lien.

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(c) If (i) at any time there exists a Lien to which the NVE Parties are not senior (except as permitted by Section 18.04(e) ) and (ii) such Lien has not been satisfied or discharged of record, or its enforcement precluded, to the reasonable satisfaction of the NVE Parties, by injunction, payment, deposit, bond, order of court or otherwise as soon as is reasonably practicable and, in any event, no later than fifteen (15) days after the NVE Parties first failed to have seniority with respect to such Lien (except as permitted by Section 18.04(e) ), then the NVE Parties shall have the right, but not the obligation, to satisfy, bond or discharge such Lien and any costs incurred by any such NVE Party in connection therewith shall be promptly paid to such Party or Parties by Great Basin.

18.02 Financing .

(a) Great Basin acknowledges that the NVE Parties intend to enter into discussions with certain U.S. governmental entities regarding providing financing for their share of the ON Line Costs, and each of the NVE Parties acknowledges that Great Basin intends to enter into discussions with certain U.S. governmental entities regarding such Persons providing financing for its share of the ON Line Costs. At the requesting Party’s cost, each Party agrees to cooperate with the other Parties in their efforts to obtain financing from the NVE Lenders, ON Line Lenders and GB Segment Lenders, as applicable, and provide such other support as may be reasonably required in connection therewith.

(b) At the requesting Party’s cost, each other Party agrees to execute and deliver to and in favor of the ON Line Lenders, GB Segment Lenders or NVE Lenders, as applicable, a consent to assignment and such other documents customary for finance transactions of the types contemplated hereby (including customary legal opinions of the NVE Parties’ outside counsel) and reasonably requested by the ON Line Lenders, GB Segment Lenders or NVE Lenders, respectively, and reasonably acceptable to the NVE Parties or Great Basin, respectively.

18.03 Non-Disturbance Agreement .

(a) As a condition to (i) granting any Lien over any part of the Transmission Line to an ON Line Lender or a GB Segment Lender or (ii) granting any Lien over any part of the Transmission Line as contemplated under Section (g)(i)(B) , (g)(ii)(B) or (l) of the definition of Excluded Lien (in the case of this clause (ii), only to the extent a Non-Disturbance Agreement is required under Section (g)(i)(B) , (g)(ii)(B) or (l) of the definition of Excluded Lien to constitute an Excluded Lien), Great Basin shall cause such ON Line Lender (or its agent), GB Segment Lender (or its agent) or other Person (any such ON Line Lender, GB Segment Lender, agent or other Person, a “ Designated Secured Party ”) to enter into and maintain in full force and effect a non-disturbance agreement containing the principles set forth below (except as the parties thereto otherwise agree in such non-disturbance agreement in their respective sole discretion) and otherwise in form and substance reasonably satisfactory to the NVE Parties (a “ Non-Disturbance Agreement ”):

(i) except in connection with the exercise of remedies for (A) the NVE Parties’ default under this Agreement to the extent such remedy is exercised in accordance with this Agreement or (B) default by the NVE Parties’ or other

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counterparty’s default under any other ON Line Agreement assigned to such Designated Secured Party (collectively with this Agreement, the “ Assigned Agreements ”) to the extent such remedy is exercised in accordance with such other ON Line Agreement, none of either of the NVE Parties or any other counterparty’s rights under such Assigned Agreement shall be disturbed in connection with the exercise of any right of such Designated Secured Party under any loan or security agreement or otherwise, and such Designated Secured Party shall agree not to take any action or request any relief or remedy that would terminate such Assigned Agreement or otherwise impair the NVE Parties or such counterparty’s rights under such Assigned Agreement or in connection with the Transmission Line;

(ii) without prejudice to any remedies against the NVE Parties for their default under this Agreement or any other Assigned Agreement, if such Designated Secured Party (or its designee) forecloses on, takes title to, sells or otherwise assigns (such purchaser or assignee, a “ Transferee ”) any interest in the Transmission Line (whether by judicial or non-judicial foreclosure sale, any conveyance in lieu of foreclosure or otherwise), then (A) such Designated Secured Party (or such designee) shall simultaneously foreclose on or take title to or sell or otherwise assign to such Transferee all of the interests of Great Basin in the Transmission Line, (B) the Transmission Line shall remain subject to the terms of each Assigned Agreement and (C) such Designated Secured Party (or its designee) or Transferee (as the case may be) shall assume and be bound by all obligations of Great Basin under each Assigned Agreement arising after such foreclosure, taking title to, sale or other assignment (as the case may be) and each Assigned Agreement shall continue in full force and effect against such Designated Secured Party (or its designee) or Transferee; and

(iii) without prejudice to any remedies against the NVE Parties for their default under this Agreement or any other Assigned Agreement, if (A) such Designated Secured Party (or its designee) forecloses on, takes title to, sells or otherwise assigns any interest in the Transmission Line (whether by judicial or non-judicial foreclosure sale, any conveyance in lieu of foreclosure or otherwise) and (B) any Assigned Agreement is rejected or terminated as a result of any bankruptcy or similar proceeding affecting Great Basin, then, at the NVE Parties request received within sixty (60) days after the occurrence of such an event, such Designated Secured Party (or its designee) or Transferee, as the case may be, shall execute and deliver a new agreement having identical terms as such Assigned Agreement (subject to any conforming changes necessitated by the substitution of parties); provided, that the term under the new agreement shall be no longer than the remaining balance of the term specified in such Assigned Agreement.

(b) Section 18.03(a) shall not apply to any Lien permitted under clause (1) of the definition of Excluded Lien to the extent such Lien secures vendor financing provided by an equipment vendor and such Lien is solely on the equipment provided by such vendor.

(c) No Party is responsible for the payment of principal and interest on indebtedness solely encumbering the ownership interests of any other Party.

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18.04 Security Interest .

(a) Pre-GB Segment COD Security Interests . To secure Great Basin’s obligations under this Agreement, the SNIP Agreement and all other agreements executed and delivered herewith (but only if and to the extent any such other agreements provide that they are to be so secured), unless the Parties agree in writing otherwise in their respective sole discretion, (i) at the Acquisition Closing, Great Basin shall grant to the NVE Parties a security interest in (A) all of Great Basin’s right, title and interest in, to and under ON Line (which shall initially constitute a seventy-five percent (75%) interest) and (B) all of its rights under this Agreement to the Monthly Payment and any rights related to ON Line (collectively, the “ ON Line Security Interest ”) and (ii) at GB Segment Financial Closing, Great Basin shall grant to the NVE Parties either (A) a security interest in all right, title and interest in, to and under the Great Basin Segments, provided that the amount that may be realized with respect to such security interest shall not exceed thirty-eight percent (38%) of the Anticipated Investments in the Great Basin Segments (the “ GB Segment Security Interest Cap ”) or (B) if Great Basin has made the Transfer contemplated by Section 15.03(f)(i) , or such security interest can be granted under Applicable Law without such transfer and the NVE Parties consent in writing, a security interest in thirty-eight (38%) of all right, title and interest, in, to and under the Great Basin Segments and (C) a security interest in Great Basin’s rights under this Agreement related to the Great Basin Segments that corresponds to the security interest granted in clauses (A) and (B) above (collectively, the “ GB Segment Security Interest ”), in each case pursuant to the Security Documents; provided , however , that, for the avoidance of doubt, neither the ON Line Security Interest nor the GB Segment Security Interest shall include a Lien on any of Great Basin’s cash, accounts, securities, books and records (other than in respect of ON Line Agreements, corresponding agreements required for the construction and operation of the Great Basin Segments and Governmental Approvals), as more specifically described and agreed in such Security Documents; provided , further that prior to GB Segment COD, the GB Segment Security Interest shall only secure the obligations of Great Basin under this Agreement, the SNIP Agreement and all agreements executed and delivered herewith, in each case that relate to the Great Basin Segments (but only if and to the extent any such other agreements provide that they are to be so secured), all as more specifically described and agreed in such Security Documents.

(b) Post-GB Segment COD GB Segment Security Interest . Upon GB Segment COD and if the Final NVE Capacity Entitlement (expressed as a percentage) is greater than thirty-eight percent (38%), unless the Parties agree in writing otherwise in their respective sole discretion, Great Basin shall either (i) increase the GB Segment Security Interest Cap to equal the product of (A) the Final NVE Capacity Entitlement (expressed as a percentage) and (B) the Anticipated Investments for the Great Basin Segments or (ii) if Great Basin has made the Transfer contemplated by Section 15.03(f)(i) or such security interest can be granted under Applicable Law without such transfer and the NVE Parties consent in writing, grant the NVE Parties an increase in the GB Segment Security Interest so that the GB Segment Security Interest shall provide the NVE Parties with a security interest in a percentage of all right, title and interest in, to and under the Great Basin Segments equal to the Final NVE Capacity Entitlement (expressed as a percentage); provided , that if Great Basin has granted the NVE Parties the security interest contemplated by Section 18.04(a)(ii)(A) and subsequently Great Basin has made (or is making as of GB Segment COD) the Transfer contemplated by Section 15.03(f)(i) or the

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security interest referred to below can be granted under Applicable Law without such transfer and the NVE Parties consent in writing, then Great Basin may (or, in the case of the Transfer contemplated by Section 15.03(f)(i) , shall) grant the NVE Parties the security interest contemplated by this Section 18.04(b)(ii) and, in such event, the NVE Parties shall release the residual security interest granted by Great Basin under Section 18.04(a)(ii)(A) pursuant to release documentation reasonably satisfactory to the NVE Parties, Great Basin and the GB Segment Lenders. The NVE Parties’ security interest in Great Basin’s rights in this Agreement related to the Great Basin Segments shall be adjusted to the extent necessary to be consistent with the adjustments contemplated by this Section 18.04(b) .

(c) Post-GB Segment COD ON Line Security Interest . Upon GB Segment COD and if the GB Segment Security Interest is then valid, legal, perfected, in full force and effect and has the priority contemplated by Section 18.04 , and upon the written request of Great Basin, unless the Parties agree in writing otherwise in their respective sole discretion, the NVE Parties shall release a portion of the ON Line Security Interest pursuant to release documentation reasonably satisfactory to the NVE Parties, Great Basin and the ON Line Lenders so that the ON Line Security Interest shall provide the NVE Parties with (i) either (A) a security interest in all of Great Basin’s right, title and interest in, to and under ON Line, provided that the amount that may be realized with respect to such security interest shall not exceed an amount equal to the product of (1) the positive difference of (x) the Final NVE Capacity Entitlement (expressed as a percentage) minus (y) the NVE Parties’ aggregate Ownership Percentages and (2) the Anticipated Investments in ON Line or (B) if Great Basin has made the Transfer contemplated by Section 15.03(f)(i) or such security interest can be granted under Applicable Law without such transfer and the NVE Parties consent in writing, a security interest in a percentage of all right, title and interest in, to and under ON Line equal to (1) the positive difference of (x) the Final NVE Capacity Entitlement (expressed as a percentage) minus (y) the NVE Parties’ aggregate Ownership Percentages and (ii) all right, title and interest of Great Basin in, to and under the Fiber Optic Capacity and Microwave Capacity for ON Line. The NVE Parties’ security interest in Great Basin’s rights in this Agreement related to ON Line shall be adjusted to the extent necessary to be consistent with the adjustments contemplated by this Section 18.04(c) .

(d) Ownership Adjustment . In the event that the NVE Parties’ Ownership Percentages increase or decrease in accordance with this Agreement, then, after GB Segment COD and upon the written request of a Party, unless the Parties agree in writing otherwise in their respective sole discretion, the NVE Parties shall release a portion of the ON Line Security Interest pursuant to documentation reasonably satisfactory to Great Basin and the ON Line Lenders, or Great Basin shall grant the NVE Parties an increase in the ON Line Security Interest, in either case, so that the ON Line Security Interest shall provide the NVE Parties with (i) either (A) a security interest in all of Great Basin’s right, title and interest in, to and under ON Line, provided that the amount that may be realized with respect to such security interest shall not exceed an amount equal to the product of (1) the positive difference between (x) the Final NVE Capacity Entitlement (expressed as a percentage) minus (y) the NVE Parties’ aggregate Ownership Percentages and (2) the Anticipated Investment in ON Line or (B) if Great Basin has made the Transfer contemplated by Section 15.03(f)(i) or such security interest can be granted under Applicable Law without such transfer and the NVE Parties consent in writing, a

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security interest in a percentage of all right, title and interest in, to and under ON Line equal to (1) the positive difference between (x) the Final NVE Capacity Entitlement (expressed as a percentage) minus (y) the NVE Parties’ aggregate Ownership Percentages and (ii) all right, title and interest of Great Basin in, to and under the Fiber Optic Capacity and Microwave Capacity for ON Line (which shall initially constitute a seventy-five percent (75%) interest).

(e) Priority of Security Interests . The ON Line Security Interest and the GB Segment Security Interest shall at all times be senior to all Liens; provided , however , that the ON Line Security Interest and the GB Segment Security Interest shall be subordinated only to the following:

(i) Liens described in clause (a) of the definition of Permitted Liens;

(ii) Excluded Liens arising by operation of law that are required by Applicable Law to be senior to the ON Line Security Interest or the GB Segment Security Interest, as applicable;

(iii) Liens described in clause (j) of the definition of Excluded Liens;

(iv) Pre-GB Segment COD, GB Segment Security Interest over Great Basin Segments Capped at 38% and ON Line Security Interest over ON Line . Prior to GB Segment COD, unless the Parties agree in writing otherwise in their respective sole discretion, Liens described in clauses (b) and (c) of the definition of Excluded Liens in favor of the ON Line Lenders and the GB Segment Lenders, respectively, for (A) with respect to the ON Line Security Interest, the sum of (1) three hundred thirty-four million Dollars ($334,000,000) plus eighty percent (80%) of the portion of any Initial Cost Differential and Incremental Cost Differential paid by Great Basin plus all fees, interest and other amounts (other than principal repayments) payable to the ON Line Lenders under the ON Line Financing Agreements, plus (2) eighty percent (80%) of the portion of the Net Capital Repair Costs paid by Great Basin in respect of ON Line plus (3) in each case, without duplication, indebtedness associated with interest rate protection agreements permitted by the ON Line Lenders related to such indebtedness, entered into in accordance with Prudent Utility Practices and not for speculative purposes and (B) with respect to the GB Segment Security Interest if the NVE Parties have been granted the security interest contemplated by Section 18.04(a)(ii)(A) , the sum of (1) eighty percent (80%) of the cost of developing, constructing, completing and starting-up the Great Basin Segments, plus all fees, interest and other amounts (other than principal repayments) payable to the GB Segment Lenders under the GB Segment Financing Agreements, plus (2) eighty percent (80%) of the portion of the capital repair costs paid by Great Basin in respect of the Great Basin Segments, plus (3) in each case, without duplication, indebtedness associated with interest rate protection agreements permitted by the GB Segment Lenders related to such indebtedness, entered into in accordance with Prudent Utility Practices and not for speculative purposes;

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(v) Pre-GB Segment COD, GB Segment Security Interest over 38% of Great Basin Segments and ON Line Security Interest over ON Line . Prior to GB Segment COD, unless the Parties agree in writing otherwise in their respective sole discretion, Liens described in clauses (b) and (c) of the definition of Excluded Liens in favor of the ON Line Lenders and the GB Segment Lenders, respectively, for (A) with respect to the ON Line Security Interest, the sum of (1) three hundred thirty-four million Dollars ($334,000,000) plus eighty percent (80%) of the portion of any Initial Cost Differential and Incremental Cost Differential paid by Great Basin plus all fees, interest and other amounts (other than principal repayments) payable to the ON Line Lenders under the ON Line Financing Agreements, plus (2) eighty percent (80%) of the portion of the Net Capital Repair Costs paid by Great Basin in respect of ON Line plus (3) in each case, without duplication, indebtedness associated with interest rate protection agreements permitted by the ON Line Lenders related to such indebtedness, entered into in accordance with Prudent Utility Practices and not for speculative purposes and (B) with respect to the GB Segment Security Interest if the NVE Parties have been granted the security interest contemplated by Section 18.04(a)(ii)(B) , thirty-eight percent (38%) of the sum of (1) eighty percent (80%) of the cost of developing, constructing, completing and starting-up the Great Basin Segments, plus all fees, interest and other amounts (other than principal repayments) payable to the GB Segment Lenders under the GB Segment Financing Agreements, plus (2) eighty percent (80%) of the portion of the capital repair costs paid by Great Basin in respect of the Great Basin Segments, plus (3) in each case, without duplication, indebtedness associated with interest rate protection agreements permitted by the GB Segment Lenders related to such indebtedness, entered into in accordance with Prudent Utility Practices and not for speculative purposes;

(vi) Post-GB Segment COD, GB Segment Security Interest over Great Basin Segments Capped at Final NVE Capacity Entitlement and ON Line Security Interest over ON Line Capped at Final NVE Capacity Entitlement less NVE Ownership Percentage . On and after GB Segment COD, unless the Parties agree in writing otherwise in their respective sole discretion, if the NVE Parties have been granted the security interests contemplated by Sections 18.04(a)(ii)(A) and 18.04(c)(i)(A) , Liens described in clauses (b) and (c) of the definition of Excluded Liens in favor of the ON Line Lenders and the GB Segment Lenders, respectively, for the sum of (A) three hundred thirty-four million Dollars ($334,000,000) plus eighty percent (80%) of the portion of any Initial Cost Differential and Incremental Cost Differential paid by Great Basin plus (B) eighty percent (80%) of the cost of developing, constructing, completing and starting-up the Great Basin Segments, plus (C) all fees, interest and other amounts (other than principal repayments) payable to the GB Segment Lenders under the GB Segment Financing plus (D) all fees, interest and other amounts (other than principal repayments) payable to the ON Line Lenders under the ON Line Financing Agreements, plus (E) eighty percent (80%) of the portion of the Net Capital Repair Costs paid by Great Basin in respect of ON Line, plus (F) eighty percent (80%) of the portion of the capital repair costs paid by Great Basin in respect of the Great Basin Segments plus (G) in each case, without duplication, indebtedness associated with interest rate protection agreements permitted by the ON Line Lenders or the GB Segment Lenders related to

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such indebtedness, entered into in accordance with Prudent Utility Practices and not for speculative purposes;

(vii) Post-GB Segment COD, GB Segment Security Interest over Final NVE Capacity Entitlement of Great Basin Segments and ON Line Security Interest over Final NVE Capacity Entitlement less NVE Ownership Percentage . On and after GB Segment COD, unless the Parties agree in writing otherwise in their respective sole discretion, if the NVE Parties have been granted the security interests contemplated by Section 18.04(a)(ii)(B) or Section 18.04(b)(ii) and Section 18.04(c)(i)(B) , Liens described in clauses (b) and (c) of the definition of Excluded Liens in favor of the ON Line Lenders and the GB Segment Lenders, respectively, for the sum of (A) three hundred thirty-four million Dollars ($334,000,000) plus eighty percent (80%) of the portion of any Initial Cost Differential and Incremental Cost Differential paid by Great Basin, plus (B) all fees, interest and other amounts (other than principal repayments) payable to the ON Line Lenders under the ON Line Financing Agreements, plus (C) eighty percent (80%) of portion of the Net Capital Repair Costs paid by Great Basin in respect of ON Line plus (D) in each case, without duplication, indebtedness associated with interest rate protection agreements permitted by the ON Line Lenders related to such indebtedness, entered into in accordance with Prudent Utility Practices and not for speculative purposes; and

(viii) as otherwise may be provided in the Intercreditor Agreements.

(f) Security Documents . Great Basin shall authorize, execute and deliver separate security agreements, mortgages and other agreements, documents, fixture filings, financing statements and instruments, as reasonably requested by the NVE Parties, to grant to the NVE Parties and maintain the ON Line Security Interest and the GB Segment Security Interest (the “ Security Documents ”) and, simultaneously with the execution of the applicable Security Documents, the NVE Parties shall execute and deliver the applicable Intercreditor Agreements. The NVE Parties may file and record such Security Documents as may be appropriate or required under Applicable Law to perfect the ON Line Security Interest and the GB Segment Security Interest, as applicable, and (i) Great Basin shall take such further actions and execute such further documents and instruments, all as reasonably required by the NVE Parties, to confirm and continue the validity, priority, and perfection of any such security interest in accordance with this Agreement and (ii) the NVE Parties shall take such further actions and execute such further documents and instruments, all as reasonably required by Great Basin, to confirm the subordination provisions set forth in this Agreement. The granting of the ON Line Security Interest and the GB Segment Security Interest shall not limit any further Claims or other rights accruing to the NVE Parties under this Agreement or otherwise. The NVE Parties may exercise any right provided in this Agreement or in any Security Document to recover any amount owing to the NVE Parties. The NVE Parties may exercise their rights to all or any part of the ON Line Security Interest and the GB Segment Security Interest or in any Security Document in such amount, form and sequence as the NVE Parties may elect in their sole discretion. Any failure to exercise any right provided to the NVE Parties under this Section

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18.04 or in any Security Document shall not prejudice the NVE Parties’ rights to recover damages or amounts in any manner.

(g) Transfer . If Great Basin makes a Transfer contemplated by Section 15.03(e) or (f) , references to Great Basin shall be deemed to be references to either Great Basin or the Affiliated Assignee, or to both Great Basin and the Affiliated Assignee, as the context may require.

ARTICLE XIX

GOVERNING LAW; DISPUTE RESOLUTION

19.01 Governing Law . THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED, INTERPRETED AND ENFORCED IN ACCORDANCE WITH, THE SUBSTANTIVE LAW OF THE STATE OF NEVADA WITHOUT REFERENCE TO ANY PRINCIPLES OF CONFLICTS OF LAWS THEREOF THAT REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

19.02 Dispute Resolution; Binding Arbitration .

(a) Negotiation . Any dispute or claim arising under or relating to this Agreement, or the breach, termination or validity hereof (a “ Dispute ”), which cannot be resolved by the Parties through negotiation by the Parties’ Authorized Representatives within ten (10) days after receipt by a Party of written referral thereto by any other Party (a “ Notice ”) shall be referred to a panel consisting of a senior executive (President or a Vice President) of each Party, with authority to decide or resolve the Dispute, for review and resolution. Such senior executives shall meet and attempt in good faith to resolve the Dispute within twenty-five (25) days after receipt of a Notice. If, for any reason, a Dispute has not been resolved within forty-five (45) days after receipt of the Notice, then any Party may refer such Dispute to arbitration for final resolution in accordance with Section 19.02(b) .

(b) Arbitration .

(i) At the request of any Party following the expiration of the period for senior executives to seek to resolve a Dispute set forth in Section 19.02(a) , upon written notice to that effect to the other Parties (a “ Demand ”), the Dispute shall be finally settled by binding arbitration before a panel of three (3) arbitrators in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“ AAA ”) then in effect (the “ Rules ”), except as modified herein and unless the Parties agree otherwise in writing; provided , however , that any Dispute regarding Contributions or other payments required hereunder shall be resolved on an expedited basis (regardless of the amount in Dispute) by a single arbitrator (but such single arbitrator is still referred to in this Section 19.02(b) as the “arbitral panel”) in accordance with the expedited procedures provided for by the Rules. The Demand must include statements of the facts and circumstances surrounding the Dispute, the legal obligation breached, the amount in controversy and the requested relief accompanied by documents supporting the Demand.

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(ii) The arbitration shall be held and the award shall be issued in Las Vegas, Nevada. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. §§ 1 et seq .

(iii) If there is a single arbitrator, the Parties shall have fifteen (15) days from receipt by a Party of a Demand to agree on the single arbitrator. If there are three (3) arbitrators, the NVE Parties collectively shall select one (1) arbitrator and Great Basin shall select one (1) arbitrator, in each case within fifteen (15) days after the receipt of the Demand. Within fifteen (15) days after the selection of the second arbitrator, the two (2) arbitrators thus appointed shall select the third arbitrator, who shall act as the chairman of the panel. If any arbitrator is not timely appointed, the AAA shall make such appointment in accordance with the listing, ranking and striking procedures in the Rules, with each of the NVE Parties and Great Basin having a limited number of strikes (to be agreed by the Parties or, failing such agreement, determined by the AAA) except for cause.

(iv) The award shall be in writing (stating the award and the reasons, findings of fact and conclusions of law on which it is based), shall be final and binding upon the Parties and shall be the sole and exclusive remedy among the Parties regarding any Disputes, counterclaims, or accountings presented to the arbitral panel. The arbitral panel shall be authorized in its discretion to grant pre-award and post-award interest at commercial rates, except to the extent that applicable interest rates are otherwise provided herein. Judgment upon any award may be entered in any court having jurisdiction.

(v) For purposes of a pre-arbitral injunction, pre-arbitral attachment or other order in aid of arbitration proceedings, the Parties hereby agree to submit to the exclusive jurisdiction of the federal courts of the United States located in Las Vegas, Nevada, and the courts of the State of Nevada located in Las Vegas, Nevada (collectively, the “ Las Vegas Courts ”) and to the non-exclusive jurisdiction of the Las Vegas Courts for the enforcement of any arbitral award rendered hereunder. Each of the Parties irrevocably waives, to the fullest extent permitted by Applicable Law, any objection it may now or hereafter have to the jurisdiction of such courts or the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Each of the Parties hereby consents to service of process by registered mail or receipted courier at its address set forth in Section 20.01 and agrees that its submission to jurisdiction and its consent to service of process by mail are made for the express benefit of the other Parties.

(vi) This Agreement and the rights and obligations of the Parties hereunder shall remain in full force and effect pending the award in any arbitration proceeding hereunder.

(vii) Each Party shall bear its own costs and fees, including attorneys’ fees and expenses. The Parties expressly agree that the arbitrators shall have no power to consider or award any form of damages barred by Section 12.03 .

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(viii) The Parties, to the fullest extent permitted by Applicable Law, hereby irrevocably waive and exclude any recourse to the court system other than to enforce the agreement to arbitrate pursuant to this Section 19.02 , for pre-arbitral injunction or pre-arbitral attachment or other order in aid of arbitration proceedings or to prevent irreparable harm prior to the appointment of the arbitral tribunal or enforce the award of the arbitral panel.

(ix) If two or more Disputes arise in connection with this Agreement, then any or all such Disputes may be brought in a single arbitration. If one or more arbitrations are already pending in connection with this Agreement, then any Party to a new Dispute in connection with this Agreement or any subsequently filed arbitration brought in connection with this Agreement may request that such new Dispute or any subsequently filed arbitration be consolidated into any prior pending arbitration. The new Dispute or subsequently filed arbitration shall be so consolidated, provided that the arbitral panel for the arbitration so selected determines that: (A) the new Dispute or subsequently filed arbitration presents significant issues of law or fact common with those in the prior pending arbitration, (B) no Party to the new Dispute or prior pending arbitration would be unduly prejudiced and (C) consolidation under these circumstances would not result in undue delay for the prior pending arbitration. Any such order of consolidation issued by the arbitral tribunal shall be final and binding upon the Parties to the new Dispute, and the prior pending and subsequently filed arbitrations. The Parties waive any right they have to appeal or to seek interpretation, revision or annulment of such order of consolidation under the Rules or in any court. The arbitral tribunal for the prior pending arbitration into which a new Dispute or subsequently filed arbitration is consolidated shall serve as the arbitral tribunal for the consolidated arbitration. The Parties agree that, upon such an order of consolidation, they will promptly discontinue any arbitration brought in connection with this Agreement, the subject of which has been consolidated into another arbitral proceeding in connection with this Agreement.

(x) This Section 19.02(b) shall not apply to the resolution of any Deadlock, audit or allocation Disputes to be resolved by the Independent Auditor or other external auditor or appraiser under Sections 2.02(e) or 2.08 , any appraisal to be made under Section 13.05(b) , or any Loss Threshold Deadlock to be resolved under Section 13.07 or Section 14.07 ; provided , however , that Sections 19.02(b)(v) and (viii) shall apply to audit and allocation Disputes to be resolved by the Independent Auditor or other external auditor or appraiser under Sections 2.02(e) and 2.08 , any appraisal to be made under Section 13.05(b) , and any Loss Threshold Deadlock to be resolved under Section 13.07 or Section 14.07 . For the avoidance of doubt, the limitation set forth in this Section 19.02(b)(x) shall not preclude the use of the provisions set forth in Section 19.02(b) for determining a breach of, or interpreting, this Agreement.

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ARTICLE XX

MISCELLANEOUS

20.01 Notices . Unless this Agreement specifically requires otherwise, any notice, demand or request provided for in this Agreement, or served, given or made in connection with it, shall be in writing and shall be deemed properly served, given or made if delivered by (a) hand delivery or (b) nationally recognized overnight courier to the applicable Party at the address set forth below with a copy of such correspondence delivered by e-mail, in each case, which shall be effective upon the physical receipt thereof:

To Great Basin: LS Power Development, LLC

1700 Broadway, 35th Floor

New York, NY 10019

Attention: Jason Hochberg

E-Mail: JHochberg@LSPower.com

With copy to:

LS Power Development, LLC

400 Chesterfield Center, Suite 110

St. Louis, MO 63017

Attention: Paul Thessen

E-Mail: PThessen@LSPower.com

LS Power Development, LLC

1700 Broadway, 35th Floor

New York, NY 10019

Attention: Ron Fischer

E-Mail: RFischer@LSPower.com

To NPC: NV Energy

6100 Neil Road

Reno, NV 89511

Attention: Mario Villar

E-Mail: MVillar@NVEnergy.com

With copy to:

Renee Lequerica, Deputy General Counsel

NV Energy

6100 Neil Road

Reno, NV 89511

E-Mail: RLequerica@NVEnergy.com

To SPPC: NV Energy

6100 Neil Road

Reno, NV 89511

Attention: Mario Villar

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E-Mail: MVillar@NVEnergy.com

With copy to:

Renee Lequerica, Deputy General Counsel

NV Energy

6100 Neil Road

Reno, NV 89511

E-Mail: RLequerica@NVEnergy.com

20.02 Waivers . No provision of this Agreement may be waived except in writing. No failure by a Party to exercise, and no delay in exercising, short of the statutory period, any right, power or remedy under this Agreement shall operate as a waiver thereof. Any waiver at any time by a Party of any right with respect to an Event of Default under this Agreement, or with respect to any other matter arising in connection therewith, shall not be deemed a waiver with respect to any subsequent Event of Default or any other matter.

20.03 No Third-Person Beneficiaries . Except as expressly provided otherwise herein, none of the promises, rights or obligations contained in this Agreement shall inure to the benefit of any Person that is not a Party, and no action may be commenced or prosecuted against any Party by any third Person claiming to be a third-Person beneficiary of this Agreement or the transactions contemplated hereby.

20.04 Severability . If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Applicable Law, and if the rights or obligations of any Party under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement shall remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision there shall be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.

20.05 Independent Counse l The Parties acknowledge that they have been represented by independent counsel in connection with this Agreement, they fully understand the terms of this Agreement and they voluntarily agree to such terms for the purposes of making a full compromise and settlement of the subject matter of this Agreement.

20.06 Further Assurances . Each Party shall promptly and with all due diligence take all necessary action in aid of obtaining all Governmental Approvals necessary to carry out its obligations under this Agreement. Each Party hereby agrees that it will, at any time and from time to time, and without further consideration, take all such further actions, and execute and deliver all such further instruments or documents, as may be reasonably requested by any other Party to effectuate the purposes of this Agreement.

20.07 No Fiduciary Relationship . IN THEIR RELATIONS WITH EACH OTHER UNDER THIS AGREEMENT, NO PARTY (WHETHER AS AN OWNER

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OR IN ANY OTHER CAPACITY IN CONNECTION WITH THIS AGREEMENT) SHALL HAVE ANY FIDUCIARY DUTY TO ANY OTHER PARTY, BUT RATHER SHALL BE FREE TO ACT ON AN ARM’S-LENGTH BASIS IN ACCORDANCE WITH THEIR OWN RESPECTIVE SELF-INTERESTS, SUBJECT, HOWEVER, TO THE OBLIGATIONS OF THE PARTIES TO ACT IN GOOD FAITH IN THEIR DEALINGS WITH EACH OTHER WITH RESPECT TO ACTIVITIES HEREUNDER.

20.08 Confidential Information .

(a) Confidential Information . “ Confidential Information ” means information provided by one Party (the “ Disclosing Party ”) to any other Party (the “ Receiving Party ”) regarding the Disclosing Party that is clearly labeled or designated as “confidential” or “proprietary” or with words of like meaning or, if disclosed orally, clearly identified as confidential with the status confirmed promptly thereafter in writing, excluding the information described in Section 20.08(c) . Notwithstanding the foregoing sentence, the Books and Records of any Party, any information provided pursuant to Section 9.06 and the terms of this Agreement shall be Confidential Information.

(b) Treatment of Confidential Information . The Receiving Party shall treat any Confidential Information with at least the same degree of care regarding its secrecy and confidentiality as the Receiving Party’s similar information is treated within the Receiving Party’s organization. The Receiving Party shall keep confidential and not disclose the Confidential Information of the Disclosing Party to third Persons, nor use it for any purpose, without the express prior written consent of the Disclosing Party, except the Receiving Party is permitted to disclose Confidential Information without consent as follows:

(i) Disclosure shall be restricted solely to (A) its agents, consultants and representatives as may be necessary to perform its obligations under this Agreement, (B) its Affiliates, shareholders, directors, officers, employees, advisors, NVE Lenders, ON Line Lenders and GB Segment Lenders (as the case may be), rating agencies, and representatives as necessary, (C) any Governmental Authority in connection with seeking any PUCN Approval, FERC Approval or any other required Governmental Approval, (D) as required by Applicable Law or any stock exchange rules or, with respect to any information provided under Section 9.06 , financial statements of the NVE Parties if any such information is aggregated with information of other Persons and (E) potential transferees of this Agreement, any Ownership Interests or any ownership interests in the Great Basin Segments (together with their agents, advisors and representatives), as may be necessary in connection with any Transfer (which Transfer shall be in compliance with Article XV ) or in furtherance of the resolution of any Dispute pursuant to Article XIX , in each case after advising those Persons of their obligations under this Section 20.08 .

(ii) In the event that the Receiving Party is requested or required by Applicable Law to disclose any Confidential Information, the Receiving Party shall provide the Disclosing Party with prompt notice of such request or requirement in order to enable the Disclosing Party to seek an appropriate protective order or other remedy and to consult with the Disclosing Party with respect to the

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Disclosing Party taking steps to resist or narrow the scope of such request or legal process. This Section 20.08(b)(ii) shall not apply to the disclosure of this Agreement in connection with any disclosure pursuant to Section 20.08(b)(i)(C) or to comply with any stock exchange rules.

(i) Information which is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party in breach of this Section 20.08 ;

(ii) Information which was available to the Receiving Party on a non-confidential basis prior to its disclosure by the Disclosing Party;

(iii) Information which becomes available to the Receiving Party on a non-confidential basis from a Person other than the Disclosing Party or its representative who is not otherwise bound by a confidentiality agreement with the Disclosing Party or its representative or is otherwise not under any obligation to the Disclosing Party or its representative not to disclose the information to the Receiving Party; and

(iv) In formation that is independently developed by the Receiving Party.

(d) Public Statements . The Parties shall consult with each other prior to issuing any public announcement, statement or other disclosure with respect to this Agreement, ON Line or the transactions contemplated hereby and no Party shall issue any such public announcement, statement or other disclosure without having first received Management Committee approval, except as may be required by Applicable Law. Notwithstanding the foregoing, each Party acknowledges and agrees that the other Parties may, without consent, advertise, issue brochures and make other announcements, statements and disclosures regarding the Transmission Line for educational, promotional or informational purposes. It shall not be deemed a violation of this Section 20.08(d) to file, without consent, this Agreement with the PUCN, FERC or any other Governmental Authority for approval as required by Applicable Law.

(e) Specific Performance . Each Party acknowledges and agrees that the failure to perform any of its respective obligations under this Section 20.08 would cause irreparable harm to the other Parties and that the remedy at law for any violation or threatened violation thereof would be inadequate, and further agrees that the other Parties shall be entitled to a temporary or permanent injunction, specific performance or other equitable relief specifically to enforce such obligations without the necessity of proving the inadequacy of its legal remedies. No Party shall be required to post any guaranty, letter of credit, bond or other security to obtain an order or decree of specific performance.

20.09 Other Transmission Lines and Exclusivity .

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(a) None of the Parties shall have any obligation to refrain from (i) owning, operating, maintaining, modifying, expanding, using or developing transmission lines that compete, directly or indirectly, with the Transmission Line, including the NVE Project or any similar project, (ii) investing or owning any interest publicly or privately in, or developing a business relationship with, any Person engaged in owning, operating, maintaining, modifying, expanding, using or developing transmission lines that compete, directly or indirectly, with the Transmission Line, including the NVE Project or any similar project or (iii) doing business with any client or customer of the Transmission Line, and no Party shall have any right by virtue of this Agreement in or to any income or profits derived therefrom.

(b) During the period commencing on the Effective Date and expiring at the Acquisition Closing, except to the extent that this Agreement is otherwise terminated earlier in accordance with the terms herein, Great Basin may not, and shall cause its Affiliates not to, directly or indirectly, including through any agent, employee or other representative, negotiate, discuss in any material respect, or enter into any agreement or participate in any inquiries or proposals in any material respect regarding the purchase of any interest in or rights to the Ownership Interests contemplated by this Agreement to be Transferred to NPC and SPPC at the Acquisition Closing. Great Basin acknowledges that the NVE Parties and their respective Affiliates are incurring substantial costs in reliance on their rights under this Agreement and that this exclusivity is essential for the integrity and viability of the Transmission Line.

20.10 Survival of Obligations . The following shall survive the termination or expiration of this Agreement:

(a) All obligations under this Agreement owed to a Party arising prior to or resulting from the termination or expiration of, or on account of the breach of, this Agreement;

(b) Sections 12.01 and 12.02 , which shall survive to the full extent of the statute of limitations period applicable to any third-Person claim;

(c) For a period of one (1) year after the termination or expiration date of this Agreement, the right to submit a payment Dispute;

(d) The resolution of any Dispute submitted pursuant to this Agreement prior to, or resulting from, the termination or expiration of this Agreement;

(e) Sections 9.05 , 12.03 , 13.03 , 14.03 and 16.02 and Article XIX ; and

(f) This Article XX , except that (i) the provisions of Section 20.08 shall only survive for one (1) year after the expiration or termination of this Agreement and (ii) the provisions of Sections 20.17 , 20.18 and 20.19 shall not survive the expiration or termination of this Agreement.

20.11 Construction . The Parties acknowledge that this Agreement has been jointly prepared by each Party and shall not be strictly construed against any Party. No presumption will apply in favor of any Party in the interpretation of this Agreement or in the

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resolution of any ambiguity of any provision hereof based on the preparation, substitution, submission or other event of negotiation, drafting or execution hereof.

20.12 Amendment . This Agreement may be amended, supplemented, or modified only by a written instrument duly executed by or on behalf of each Party.

20.13 Entire Agreemen t . This Agreement, including all schedules, attachments and exhibits hereto, constitutes the complete and entire expression of agreement among the Parties and supersedes all prior and contemporaneous offers, promises, representations, negotiations, discussions and communications, whether written or oral, which may have been made in connection with the subject matter of this Agreement, including the MOU. Any such representations or claims are hereby disclaimed. Great Basin shall, and the NVE Parties shall cause NVE Parent to, execute documentation terminating the CA as of the Effective Date.

20.14 Successors and Assigns . This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns.

20.15 Headings . Headings are solely for the Parties’ convenience, are not a part of this Agreement and shall not be used to interpret this Agreement.

20.16 Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument.

20.17 Running with the Land; Memorandums of this Agreement . To the extent permitted under Applicable Law, the obligations of each Party under this Agreement shall constitute covenants running with the Ownership Interest of such Party (insofar as such Ownership Interest constitutes an interest in real property) it being understood, for the avoidance of doubt, that such covenants shall be subject to all of the terms and conditions of this Agreement. Upon request of any Party from time to time, the Parties shall execute and deliver one or more memorandums of this Agreement sufficient to set forth this Agreement as a matter of record; provided , however , that such memorandum(s) shall be acceptable to the Parties and in the event of any conflict between such memorandum(s) and this Agreement (or any other document filed in connection herewith), the terms of this Agreement (or other document filed in connection herewith) shall control. Any Party may, at its sole cost and expense, record any such memorandum in any county in which the Transmission Line is located.

20.18 Dedication . No Party dedicates, and nothing in this Agreement shall be construed as constituting a dedication by any Party, of any of its properties or facilities to any other Party, to any customer of any Party or to the public.

20.19 Integrity Clause ; Gratuity .

(a) Great Basin shall comply with the Counterparty Code of Conduct (but, for the avoidance of doubt, the Parties’ Affiliates shall not have any obligations under the Counterparty Code of Conduct unless and until any such Affiliate becomes bound by the terms

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hereof). Great Basin represents and warrants that it is, and Great Basin shall remain throughout the Term, familiar with its own business practices and the business practices of any third Person subcontractor and its agents and will ensure Great Basin and its third Person subcontractors and its agents operate within the guidelines of the Counterparty Code of Conduct.

(b) If Great Basin does not already have a copy, Great Basin may obtain a free copy of the Counterparty Code of Conduct by contacting the Ethics and Compliance Office of the NVE Parties at ethics-compliance@nvenergy.com or accessing the information at www.nvenergy.com. The Counterparty Code of Conduct is hereby incorporated into this Agreement by this reference; provided , however , that where such Counterparty Code of Conduct and the requirements of this Agreement conflict the terms of this Agreement shall govern.

(c) Great Basin must notify the NVE Parties’ Representative immediately of any illegal or unethical activities or violations of the Counterparty Code of Conduct. Great Basin should direct any questions or concerns about compliance or ethics issues while working for and/or on behalf of the NVE Parties to the NVE Parties’ Representative. Great Basin may also call the NVE Parties’ toll-free Integrity Line at 1-888-256-5819 with any questions or concerns or to report illegal or unethical activities or any violation of the Counterparty Code of Conduct. The Integrity Line is available 24 hours a day, 7 days a week.

(d) Great Basin shall not give or accept a Gratuity in connection with this Agreement or the subject matter hereof.

20.20 Expiration of Options . The options in Sections 3.07(a) , 3.08 , 3.09 and 6.05 shall expire immediately prior to three hundred sixty-five (365) years after the Effective Date, subject to the requirements of those Sections.

20.21 Mobile Sierra . The Parties agree that all rates, terms and conditions as specified in this Agreement shall remain in effect in accordance with their terms and shall not be subject to change through application to FERC pursuant to the provisions of Section 205 or Section 206 of the Federal Power Act of 1935, as amended, 16 U.S.C. §§ 792 et seq. Absent agreement of the Parties to a proposed change, the standard of review for changes to any section of this Agreement by a Party, a non-Party or FERC acting sue sponte , shall be the “public interest” standard of review set forth in United Gas Pipe Line Co. v. Mobile Gas Service Corp. , 350 U.S. 332 (1956) and Federal Power Commission v. Sierra Pacific Power Co. , 350 U.S. 348 (1956), or will be the most stringent standard permissible under then-Applicable Law.

[SIGNATURES APPEAR ON FOLLOWING PAGE]

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IN WITNESS WHEREOF , the Parties have caused this Agreement to be executed by their duly authorized representative as of the Effective Date.

NEVADA POWER COMPANY

(d/b/a NV Energy)

By:	/s/ Michael W. Yackira
Name:	Michael W. Yackira
Title:	President and CEO

SIERRA PACIFIC POWER COMPANY

(d/b/a NV Energy)

By:	/s/ Michael W. Yackira
Name:	Michael W. Yackira
Title:	CEO

GREAT BASIN TRANSMISSION, LLC

By:	/s/ Paul G. Thessen
Name:	Paul G. Thessen
Title:	President

Signature Page - Transmission Use and Capacity Exchange Agreement

Privileged and Confidential

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Exhibit A

ON LINE BUDGET

Exhibit A-1

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Privileged and Confidential

Execution Version

SWIP South Construction Costs
Exhibit A
All amounts are in USD 000s unless otherwise indicated

Construction Costs
Transmission Line Construction
Engineering	[$]	1,300

Owner Furnished Material
Tubular Structures	[$]	46,234
Lattice Structures	[$]	2,142
Conductor (incl ACSR shield wire)	[$]	29,942
OPGW (incl hardware)	[$]	2,992
Subtotal OFM	[$]	81,310

Construction contract	[$]	118,706

Contractor Furnished Material
Shield wire (non ACSR)	[$]	incl above
Conductor spacer - dampers / compression fittings	[$]	incl above
Conductor insulator & hardware	[$]	incl above
Shield wire hardware	[$]	incl above
Structure grounding material	[$]	incl above
Bird flight deterrent	[$]	incl above
Signs	[$]	incl above
Guy wire	[$]	incl above
Anchors	[$]	incl above
Foundation material	[$]	incl above

Construction
Foundation	[$]	incl above
Line	[$]	incl above
Roads	[$]	incl above
Lincoln County Construction Bids	[$]	incl above

Environmental (including reclamation and dust control	[$]	incl above

Subtotal construction contract	[$]	118,706

Compliance Inspection Contractor	[$]	1,600
Environmental monitor	[$]	13,700
Line construction QA/QC	[$]	8,170
Cultural Resource Mitigation	[$]	1,600
Fiber optic misc. + Regen Sites	[$]	3,107
Road closure	[$]	2,000
Line Spares	[$]	500
NVE Proj/Const Management	[$]	4,000
GBT Proj Management	[$]	3,000
Environmental	[$]	3,131
BLM Bond	[$]	1,100
BLM Cost Recovery	[$]	300
Land Acquisition	[$]	191
Subtotal other scopes/contractors	[$]	42,399

Transmission Line Subtotal	[$]	243,715

Robinson Summit Substation
Engineering	[$]	1,122

Owner Funished Material
345kV Series Capacitors	[$]	14,545
Transformers	[$]	6,700
Shunt reactor	[$]	2,920
Neutral reactor	[$]	600
Breakers	[$]	3,980
Disconnects	[$]	979
Support structures	[$]	4,500
Subtotal OFM	[$]	34,224

Construction contract (incl balance of equipment/material)	[$]	38,329

NVE Construction Scope at Robinson Summit	[$]	7,175

Substation Spares	[$]	400

Robinson Total	[$]	81,250

Owner Insurance	[$]	2,500

NVE Equipment Scope
Falcon Substation Expansion	[$]	22,285
Harry Allen Substation Interconnection	[$]	14,879
Gonder, Falcon, Valmy, Coyote, Tracy Relay Upgrades	[$]	4,102
Microwave communications	[$]	24,261
Subtotal	[$]	65,527

Taxes
Sales and Use Tax	[$]	16,111
Property Taxes	[$]	4,855
Total Taxes	[$]	20,965

Pre-Closing Costs
NVE Pre-Closing Costs Through October 2010	[$]	6,722
GB Pre-Closing Costs Through October 2010	[$]	4,565
Total Pre-Closing Costs (excluding carry)	[$]	11,287

Development Costs
NVE Development Costs Through December 2009	[$]	11,747
GB Development Costs Through December 2009	[$]	15,000
Total Development Costs (excluding carry)	[$]	26,747

Contingency
Contingency Percentage	[%]	10.00%

Exhibit A
Sub-Total	[$]	451,992
Contingency Amount	[$]	45,199
TOTAL w/ Contingency	[$]	497,191

Exhibit B

DELEGATED RESPONSIBILITIES

Secure permits required for the microwave communications system for ON Line

Secure permits required for the Falcon substation upgrades for ON Line

Secure permits required for the construction of the Robinson Summit Substation at the Robinson Summit Location

Exhibit B-1

Transmission Use and Capacity Exchange Agreement

Privileged and Confidential

Execution Version

Exhibit C

ON LINE SCHEDULE

The ON Line Schedule will be attached upon approval of the Management Committee, which the Management Committee will endeavor to finalize within five (5) Business Days of the Effective Date.

The ON Line Schedule attached hereto was approved by the Management Committee on August 27, 2010 and is hereby deemed incorporated as of the Effective Date.

Exhibit C-1

Transmission Use and Capacity Exchange Agreement

Privileged and Confidential

Execution Version

Exhibit C - ON Line Schedule
Line No.	Activity ID	Activity Name	OD	Start	Finish	Comment

ExC.PRJ PROJECT MILESTONES			1015	12-30-09 A	2-28-13
1	AB0005	Project Initiation	0	12-30-09 A
2	AB0015	Acquisition / Financial Closing	25	11-29-10	12-31-10
3	AB0030	ON Line COD	0		11-16-12*
4	AB0080	Project Complete	0		2-28-13*
ExC.ENV ENVIRONMENTAL APPROVALS			238	7-20-10 A	1-14-11
5	ABENV10	BLM Revised COM Plan Approval	0	8-18-10 A	8-18-10 A
6	ABENV20	BLM Final Approval of HPTP	0	7-20-10 A	7-20-10 A
7	ABENV30	BLM Notice to Proceed	0	8-19-10 A	8-19-10 A
8	ABENV40	PUCN Permit to Construct - SWIP South	0	8-31-10*	8-31-10
9	ABENV50	Robinson Summit Sub Site B UEPA EIS	0		10-15-10
10	ABENV60	Robinson Summit Sub Site B UEPA Permit Review	62	10-18-10	1-14-11
11	ABENV70	Robinson Summit Sub Site B PUCN Permit to Constr	0		1-14-11
ExC.AGR MAJOR AGREEMENTS AND APPROVAL			210	2-2-10 A	11-29-10
ExC.AGR.1 Public Utilities Commission			129	2-2-10 A	7-28-10 A
12	ABAGR100	NPC IRP Filing Review	129	2-2-10 A	7-28-10 A
13	ABAGR110	SPPC IRP Amendment Filing Review	99	3-16-10 A	7-28-10 A
14	ABAGR120	PUCN Hearings IRP's	10	6-1-10 A	6-11-10 A
15	ABAGR130	PUCN Order IRP's	30	7-28-10 A	7-28-10 A
ExC.AGR.2 Transmission Use Agreement			204	2-10-10 A	11-29-10
16	ABAGR200	TUA Negotiations	5	2-10-10 A	8-19-10
17	ABAGR210	Execution of TUA	0	8-20-10	8-20-10
18	ABAGR220	PUCN - Prepare Filing of TUA	11	8-23-10	9-7-10
19	ABAGR230	PUCN - TUA Review and Approval	28	9-8-10	10-15-10	Footnote 1
20	ABAGR240	FERC - Prepare draft filing of TUA	13	8-27-10	9-15-10
21	ABAGR245	FERC - Staff review/comment	5	9-16-10	9-22-10
22	ABAGR247	FERC - Prepare filling	6	9-22-10	9-29-10
23	ABAGR250	FERC - Review and Approval of TUA	40	9-30-10	11-29-10	Footnote 1
ExC.AGR.3 Interconnection Agreement / SNIP Agreement			64	8-26-10	11-29-10
24	ABAGR300	IA/SNIP Negotiations	20	8-26-10*	9-23-10
25	ABAGR310	Execution of IA/SNIP	0	9-24-10	9-24-10
26	ABAGR320	FERC Prepare Filing of IA/SNIP	6	9-22-10	9-29-10
27	ABAGR330	FERC IA/SNIP Review and Approval	40	9-30-10	11-29-10	Footnote 1
ExC.DSN PLANNING AND DESIGN			1275	1-1-07 A	6-30-11
28	ABDSN10	Transmission Line Design	768	1-1-07 A	12-31-10
29	ABDSN20	Robinson Summit Substation Design	253	1-2-09 A	3-30-11
30	ABDSN30	Harry Allen Substation Design	485	2-1-08 A	11-30-10
31	ABDSN40	Falcon Substation Design	100	2-10-11	6-30-11
32	ABDSN50	Microwave and Mobile Radio Design	507	1-2-08 A	11-19-10
ExC.TRN TRANSMISSION MATERIAL CONTRACTS			572	1-4-10 A	4-2-12
ExC.TRN Tubular V Towers			434	1-4-10 A	9-15-11
33	ABTRN100	Tubular V Towers - Design and Test	85	1-4-10 A 5	5-19-10 A
34	ABTRN110	Tubular V Towers - Contract		6-14-10 A	9-30-10

Footnote 1 - The parties acknowledge that the dates provided for these approvals are estimates and the ability to meet these dates is solely within the control of the respective regulatory agencies.

Footnote 2 - The Notice to Proceed and successor dates are dependent upon the actual Acquistion/Financial Closing date.

Exhibit C - ON Line Schedule
Line No.	Activity ID	Activity Name	OD	Start	Finish	Comment

35	ABTRN120	Tubular V Towers - Fabricate and Deliver	156	2-7-11	9-15-11
ExC.TRN.2 Tubular H-Fram/3-Pole			408	6-14-10 A	9-15-11
36	ABTRN200	Contract	5	6-14-10 A	9-30-10
37	ABTRN210	Fabricate and Deliveries	151	2-14-11	9-15-11
ExC.TRN.3 Lattice Towers			288	7-1-10 A	6-17-11
38	ABTRN300	Contract	170	7-1-10 A	9-30-10
39	ABTRN310	Fabricate and Deliveries	94	2-7-11	6-17-11
ExC.TRN.4 Conductor			546	6-1-10 A	4-2-12
40	ABTRN400	Contract	161	6-1-10 A	9-30-10
41	ABTRN410	Fabricate and Deliveries	254	4-4-11	4-2-12
ExC.TRN.5 OPGW & Hardware			546	6-1-10 A	4-2-12
42	ABTRN500	Contract	161	6-1-10 A	9-30-10
43	ABTRN510	Fabricate and Deliveries	254	4-4-11	4-2-12
ExC.SUB SUBSTATION MATERIAL CONTRACTS			672	6-1-10 A	9-28-12
ExC.SUB.1 Autotransformers			589	6-1-10 A	6-4-12
44	ABSUB100	Contract	5	6-1-10 A	9-30-10
45	ABSUB110	Delivery Complete	0	6-4-12	6-4-12
ExC.SUB.2 500kV Shunt Reactors			594	6-1-10 A	6-11-12
46	ABSUB200	Contract	5	6-1-10 A	9-30-10
47	ABSUB210	Delivery Complete	0	6-11-12	6-11-12
ExC.SUB.3 345kV Falcon-Robinson Series Caps (NVE)			507	10-1-10	9-28-12
48	ABSUB300	Contract	83	10-1-10*	1-31-11
49	ABSUB310	Design, Manufacture, Install	424	2-1-11	9-28-12
ExC.SUB.4 Circuit Breakers			570	6-1-10 A	5-7-12
50	ABSUB400	Contract	5	6-1-10 A	9-30-10
51	ABSUB410	Delivery Complete	0	5-7-12	5-7-12
ExC.SUB.5 Disconnect Switches			414	6-1-10 A	9-23-11
52	ABSUB500	Contract	5	6-1-10 A	9-30-10
53	ABSUB510	Delivery Complete	1	9-23-11*	9-23-11
ExC.SUB.7 Support Steel			408	6-1-10 A	9-15-11
54	ABSUB700	Contract	5	6-1-10 A	9-30-10
55	ABSUB705	Delivery - Anchor Bolts	11	6-1-11*	6-15-11
56	ABSUB710	Delivery - Structures	33	8-1-11*	9-15-11
ExC.SRV CONSTRUCTION AND SERVICE CONTRACTS			459	1-1-10 A	12-1-11
ExC.SRV.1 Transmission Line Construction			203	5-3-10 A	11-29-10
57	ABSRV100	Bid Process/Contract Negotiation	86	5-3-10 A	9-30-10
58	ABSRV120	Notice to Proceed	0	11-29-10	11-29-10	Footnote 2
ExC.SRV.2 Robinson Summit Substation Construction			146	5-3-10 A	3-1-11
59	ABSRV200	Bid Process/Contract Negotiation	5	5-3-10 A	9-30-10
60	ABSRV220	Notice to Proceed	0	3-1-11*	3-1-11
ExC.SRV.3 Harry Allen Substation Construction (NVE)			40	10-3-11	12-1-11
61	ABSRV300	Bid Process/Contract Negotiation	40	10-3-11*	11-30-11
62	ABSRV310	Notice to Proceed	0	12-1-11	12-1-11
ExC.SRV.4 Compliance Inspection Contractor			31	1-1-10 A	9-15-10
63	ABSRV400	Bid Process/Contract Negotiation		5 1-1-10 A	6-15-10 A

Footnote 1 - The parties acknowledge that the dates provided for these approvals are estimates and the ability to meet these dates is solely within the control of the respective regulatory agencies.

Footnote 2 - The Notice to Proceed and successor dates are dependent upon the actual Acquistion/Financial Closing date.

Exhibit C - ON Line Schedule
Line No.	Activity ID	Activity Name	OD	Start	Finish	Comment

64	ABSRV410	Notice to Proceed	0	9-15-10*	9-15-10
ExC.SRV.5 Environmental Monitoring Services			81	6-1-10 A	11-29-10
65	ABSRV500	Bid Process/Contract Negotiation	5	6-1-10 A	9-30-10
66	ABSRV510	Notice to Proceed	0	11-29-10	11-29-10	Footnote 2
ExC.SRV.6 Quality Assurance Services			81	7-1-10 A	11-29-10
67	ABSRV600	Bid Process/Contract Negotiation	5	7-1-10 A	9-30-10
68	ABSRV610	Notice to Proceed	0	11-29-10	11-29-10	Footnote 2
ExC.SRV.7 Archaeological Data Recovery Services			187	1-1-10 A	4-26-11
69	ABSRV700	Bid Process/Contract Negotiation	5	1-1-10 A	9-30-10
70	ABSRV710	Notice to Proceed	0	11-29-10	11-29-10	Footnote 2
71	ABSRV720	Fieldwork - Data Collection	84	12-29-10	4-26-11
ExC.CNST CONSTRUCTION			573	11-29-10	2-28-13
ExC.CNST.1 TRANSMISSION LINE CONSTRUCTION			573	11-29-10	2-28-13
72	ABCNST100	Mobilization	18	11-29-10	12-22-10
73	ABCNST110	Pre-Construction Material Receipt	18	11-29-10	12-22-10
74	ABCNST120	Access Roads and Below Grade	449	12-27-10*	9-28-12
75	ABCNST130	Tower Assembly and Erection	398	2-14-11	9-5-12
76	ABCNST140	Wire Stringing	394	5-2-11	11-15-12
77	ABCNST150	Commercial Operation Date	1	11-16-12	11-16-12
78	ABCNST160	Reclamation and Close Out	129	8-24-12	2-28-13
ExC.CNST.2 ROBINSON SUMMIT SUBSTATION			508	3-1-11	2-28-13
79	ABCNST200	Site Work - Grading and Fencing	100	3-1-11	7-20-11
80	ABCNST210	Civil and Electrical Construction	280	7-28-11	8-31-12
81	ABCNST220	Equipment Installation and Commissioning	213	1-19-12	11-15-12
82	ABCNST230	Commercial Operation Date	1	11-16-12	11-16-12
83	ABCNST240	Demobilization and Close Out	89	10-22-12	2-28-13
ExC.CNST.3 HARRY ALLEN SUBSTATION			277	1-27-12	2-28-13
84	ABCNST300	Civil and Electrical Construction	129	1-27-12	7-27-12
85	ABCNST310	Equipment Installation and Commissioning	147	4-20-12	11-15-12
86	ABCNST320	Commercial Operation Date	1	11-16-12	11-16-12
87	ABCNST330	Demobilization and Close Out	89	10-22-12	2-28-13
ExC.CNST.4 FALCON SUBSTATION			381	8-29-11	2-28-13
88	ABCNST400	Site Work - Grading and Fencing	70	8-29-11	12-8-11
89	ABCNST410	Civil and Electrical Construction	163	2-13-12	10-1-12
90	ABCNST420	Equipment Installation and Commissioning	116	6-5-12	11-15-12
91	ABCNST430	Commercial Operation Date	1	11-16-12	11-16-12
92	ABCNST440	Demobilization and Close Out	89	10-22-12	2-28-13
ExC.CNST.5 COMMUNICATIONS			374	6-1-11	11-16-12
93	ABCNST500	Site Work, Civil, and Electrical Construction	191	6-1-11*	3-1-12
94	ABCNST510	Equipment Installation and Commissioning	299	7-28-11	9-28-12
95	ABCNST520	Commercial Operation Date	1	11-16-12*	11-16-12

Footnote 1 - The parties acknowledge that the dates provided for these approvals are estimates and the ability to meet these dates is solely within the control of the respective regulatory agencies.

Footnote 2 - The Notice to Proceed and successor dates are dependent upon the actual Acquistion/Financial Closing date.

Exhibit D

INSURANCE PLAN

I.	Coverage specific to ON Line and the Great Basin Segments

Property Insurance covering ON Line: From ON Line Financial Closing to the earlier of (a) ON Line COD and (b) the date that operational insurance becomes effective, the Managing Party shall require each contractor and subcontractor performing work on the ON Line ROW, as part of its price, to procure and maintain the following coverages from the date of the notice to proceed under the applicable contract to the final completion thereof:

All coverages described in Part II below (as modified by Part II(E))

Delay in Start-up insurance with coverage of $110,000 per day of delay

Builders All Risk insurance with limits no less than the full replacement cost, or an acceptable loss limit, of ON Line

Marine and Air Cargo insurance, to the extent that any major equipment requires overseas transport, with limits sufficient to cover the property at risk, and Marine and Air Cargo Delay in Start-up insurance with limit and indemnity period equal to the amounts for the Delay in Start-up insurance

Property Insurance covering Robinson Summit Substation: From ON Line COD, and thereafter throughout the Term, the NVE Parties shall provide the following Property Insurance coverage on the Robinson Summit Substation:

All risk physical loss or damage coverage equivalent to the replacement value of the substation, subject to coverage limits and exclusions

Property Insurance covering the Great Basin Segments:

In the period between GB Segment Financial Closing and commercial operation of each Great Basin Segment, Great Basin shall procure, or require each contractor and subcontractor performing work on the right-of-way for the Great Basin Segments to procure, and maintain the following coverages from the date of the notice to proceed under the applicable contract to the final completion thereof:

(a)

All coverages described in Part II below (as modified by Part II(E))

(b)

Builders All Risk insurance

From the commercial operation of each Great Basin Segment, and thereafter throughout the Term, Great Basin shall provide the following Property Insurance coverages on the Great Basin Segments:

Exhibit D-1

Transmission Use and Capacity Exchange Agreement

Privileged and Confidential

Execution Version

(a)

To the extent that the GB Segments include the ownership of any substation, all risk physical loss or damage coverage equivalent to the replacement value of the substation, subject to coverage limits and exclusions

II.	Coverage specific to the Parties

Commencing on the Effective Date the Parties shall obtain and maintain the following insurance policies:

Automobile Liability:

Coverage:

Bodily injury and property damage for all owned, hired and non-owned automobiles, trucks and trailers, including coverage for contractual liability. Coverage shall be provided not less than that of an ISO Business Auto Policy CA 00 01 or similar:

$1,000,000

Combined Single Limit Each Occurrence for Bodily Injury & Property Damage.

Workers' Compensation and Employers' Liability:

Coverage:

Statutory limits required by the Workers' Compensation laws of the applicable jurisdiction, including United States Longshoreman’s and Harbor Workers’ Act (USL&HW and Maritime Employers Liability), if applicable, with Employer's Liability.

Part One:

Workers' Compensation:

Statutory Limits

Part Two:

Employer's Liability:

Required Annual Limits:

USL&HW & MEL $1,000,000 policy limit

Bodily Injury by Accident: $1,000,000 each accident

Bodily Injury by Disease: $1,000,000 each employee

Bodily Injury by Disease: $1,000,000 policy limit

General Liability Insurance:

Coverage:

Third party personal injury, bodily injury and property damage liability written on an occurrence form (including products liability for any product manufactured, assembled or otherwise worked upon away from the project site) including coverage for contractual liability, actions over and wildfire.

Minimum Requirements: Annual Limits of Liability:

General Aggregate $ 2,000,000

Products/Completed Operations Aggregate $ 1,000,000

Personal/Advertising Injury Aggregate $ 1,000,000

Each Occurrence Limit $ 2,000,000

Exhibit D-2

Transmission Use and Capacity Exchange Agreement

Privileged and Confidential

Execution Version

Fire Damage Legal Liability (any one fire) $ 100,000

Medical Expense $ 5,000

Excess/Umbrella Liability Insurance:

Coverage:

Occurrence form written on a following form basis over the primary policies/coverages required above.

	Minimum Limits of Liability:	All Insureds Combined:
	Combined Single Limit	$25,000,000 each occurrence
	General Aggregate	$25,000,000

Aircraft/Aviation Liability (If required by Contract or if applicable):

Should aircraft of any kind be used by anyone on behalf of the Parties, such party using the aircraft shall maintain or cause the operator of the aircraft to maintain aviation liability insurance with the following requirements:

Combined Single Limit:

(Bodily Injury and Property Damage) $10,000,000 each occurrence (as required)

Notes:

(a)	Waiver of hull damage shall be provided in favor of the Parties

(b)	If any lifts are preformed, a slung cargo endorsement shall be attached to the policy to cover the full replacement value of any equipment or material being lifted

Railroad Protective Liability: (if required by contract)

Should the work involve any activities in the vicinity of a railroad, Railroad Protective Insurance as may be required by the affected railroad, written for not less than the limits required by such railroad.

III.	Requirements Applicable to all Insurance Policies

All policies, binders or interim insurance contracts with respect to insurance maintained by the Parties, contractors, subcontractors or sub-subcontractors pursuant to this Exhibit D shall:

be placed with responsible and reputable insurance companies which are licensed or authorized to do business in the State of Nevada and are rated by A.M. Best’s Key Rating Guide as “A-”, Financial Size “VIII”, or better;

state that Great Basin, the NVE Parties, ON Line Lenders and GB Segment Lenders (as applicable) are named as additional insureds, with the exception of Workers Compensation/Employers Liability;

Exhibit D-3

Transmission Use and Capacity Exchange Agreement

Privileged and Confidential

Execution Version

state that it is primary, or in excess only with respect to the specific primary policy provided by the same party for such coverage, and not excess or contributing as with respect to any other insurance (or self-insurance) available to the Parties, ON Line Lenders, GB Segment Lenders (as applicable) or the additional insureds and that all provisions thereof, except the limits of liability, shall operate in the same manner as if there were a separate policy covering each insured under each such policy;

provide that there will be no recourse against any additional insured for the payment of premiums or commissions (if such policies provide for the payment thereof), additional premiums or assessments, it being understood that such are obligations of the named insured providing such insurance pursuant to this Agreement;

with respect to the insurance described in Section II waive any right of subrogation of the insurers thereunder against the Parties, ON Line Lenders, GB Segment Lenders (as applicable) and the officers, directors and employees of each of them, and any right of the insurers to any set-off or counterclaim or any other deduction, whether by attachment or otherwise, with respect to any liability of any such person insured under such policy;

with respect to the interests of the additional insured, provide that such insurance shall not be invalidated by any action or inaction of the additional named insured and shall insure the additional named insured regardless of any breach or violation of any warranty, declaration or condition contained in such insurance by the primary named insured;

provide that it may not be canceled or materially changed without giving the Parties sixty (60) days prior written notification thereof, except for ten (10) days for non-payment of premium.

Such policies shall include a separation of insured clause.

Operator and any subcontractor shall be responsible for any loss of or damage to their own property, including tools, equipment and vehicles or other property which does not form part of the project.

Within thirty (30) days after the Acquisition Closing Date, and from time to time thereafter as reasonably requested by a Party, each Party shall provide the other Parties with certificates of insurance evidencing the placement of the coverages required (i) under this Exhibit D and (ii) by the GB Segment Lenders, together with information regarding any reserves required to be established by the GB Segment Lenders in respect of such coverages. Each Party shall deliver replacement certificates evidencing replaced or renewed coverage to the other Parties on or before the expiration date of the expiring policies.

Exhibit D-4

Transmission Use and Capacity Exchange Agreement

Privileged and Confidential

Execution Version

Great Basin, the NVE Parties, the ON Line Lenders and the GB Segment Lenders shall be named as insured parties and loss payees, as their interests appear, for all insurance policies contemplated herein. Notwithstanding the above, all insurance proceeds received by the Parties shall be shared as set forth in this Agreement.

Exhibit D-5

Transmission Use and Capacity Exchange Agreement

Privileged and Confidential

Execution Version

Exhibit E

FORM OF BILL OF SALE

AND

ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT (this “ Assignment ”) is entered into as of _____________, 2010 by and among Great Basin Transmission, LLC, a Delaware limited liability company (“ Great Basin ”), Nevada Power Company, a Nevada corporation, d/b/a NV Energy (“ NPC ”) and Sierra Pacific Power Company, a Nevada corporation, d/b/a NV Energy (“ SPPC ”). Great Basin, NPC and SPPC may sometimes be referred to herein individually as a “ Party ” and collectively as the “ Parties ”.

RECITALS

WHEREAS , reference is made to the Transmission Use and Capacity Exchange Agreement (the “ Transmission Use Agreement ”), dated as of August 20, 2010, by and among the Parties. All capitalized terms used but not otherwise defined herein shall have the same meaning as set forth in the Transmission Use Agreement.

WHEREAS , each Party desires to carry out, in part, the intent and purpose of the Transmission Use Agreement by such Party’s execution and delivery of this Assignment evidencing the vesting in NPC of an undivided twenty-three and seventy-five hundredths percent (23.75%) ownership interest in all right, title and interest in ON Line and SPPC of an undivided one and twenty-five hundredths percent (1.25%) ownership interest in all right, title and interest in ON Line.

WHEREAS , “ ON Line ” means any and all assets, interests and property rights (real and personal and tangible and intangible) comprising SWIP-S (to be renamed the “One Nevada Transmission Line” pursuant to Section 4.08 of the Transmission Use Agreement), including any fiber optic line comprising SWIP-S, any microwave communication system comprising SWIP-S and any and all leasehold or other possessory interest in the ON Line ROW, ON Line Agreements, Governmental Approvals for ON Line, Books and Records, Work Product and depreciation and other tax benefits, as further described in Schedule 1 . For the avoidance of doubt, ON Line does not include the NVE Project, Excluded Agreements or any information licensed to Great Basin under the License Agreement.

WHEREAS , NPC will receive certain rights, and assume certain obligations, from Great Basin under the ON Line Agreements of which it will provide the benefit of those rights, and the burdens of the obligations, to SPPC pursuant to Section 3.01(c) of the Transmission Use Agreement.

AGREEMENT

NOW , THEREFORE , for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:

Exhibit E-1

Transmission Use and Capacity Exchange Agreement

Privileged and Confidential

Execution Version

Section 1. Bill of Sale .

(a) Great Basin hereby assigns, transfers, conveys and delivers to NPC an undivided twenty-three and seventy-five hundredths percent (23.75%) ownership interest in all right, title and interest in ON Line and to SPPC an undivided one and twenty-five hundredths percent (1.25%) ownership interest in all right, title and interest in ON Line.

(b) Great Basin hereby recognizes the receipt of the NPC Purchase Price, in part, for the assignment and transfer of an undivided twenty-three and seventy-five hundredths percent (23.75%) ownership interest in ON Line to NPC and the SPPC Purchase Price, in part, for the assignment and transfer of an undivided one and twenty-five hundredths percent (1.25%) ownership interest in ON Line to SPPC.

Section 2. Assignment and Assumption of ON Line Agreements . Great Basin hereby assigns to NPC an undivided twenty-five percent (25%) ownership interest in all right, title and interest in and to each ON Line Agreement. NPC hereby assumes and agrees to perform twenty-five percent (25%) of Great Basin’s obligations arising after the Acquisition Closing Date under each ON Line Agreement. For the avoidance of doubt, with respect to indemnity obligations under any ON Line Agreement, NPC shall assume no liability for events that occurred through the Acquisition Closing Date and shall only assume twenty-five percent (25%) of liability for events that occur after the Acquisition Closing Date with respect to each ON Line Agreement. SPPC assumes no obligations under this Agreement with respect to any ON Line Agreement.

Section 3. Successors and Assigns . This Assignment shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns.

Section 4. Governing Law . THIS ASSIGNMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEVADA (WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF THAT REQUIRE THE APPLICATION OF ANOTHER JURISDICTION’S

Section 5. Severability . If any provision of this Assignment shall be held invalid or unenforceable, the validity or enforceability of the remaining provisions shall not in any way be impaired thereby.

Exhibit E-2

Transmission Use and Capacity Exchange Agreement

Privileged and Confidential

Execution Version

Section 6. Construction . Headings are solely for the Parties’ convenience, are not a part of this Assignment and shall not be used to interpret this Assignment. The Parties acknowledge that this Assignment has been jointly prepared by each Party and shall not be strictly construed against any Party. No presumption will apply in favor of any Party in the interpretation of this Assignment or in the resolution of any ambiguity of any provision hereof based on the preparation, substitution, submission or other event of negotiation, drafting or execution hereof. In the event of a conflict between the terms of this Assignment and the terms of the Transmission Use Agreement, the terms of the Transmission Use Agreement shall prevail. The Parties hereby acknowledge and agree that the only remedies of the Parties and their respective Affiliates, successors and assigns with respect to the consummation of the transactions contemplated by this Assignment shall be those remedies specifically provided for in the Transmission Use Agreement.

Section 7. Counterparts . This Assignment may be executed in one or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument.

Section 8. Amendment . This Assignment may be amended, supplemented, or modified only by a written instrument duly executed by or on behalf of each Party.

Section 9. Further Assurances . Each Party hereby agrees that it will, at any time and from time to time, and without further consideration, take all such further actions and execute and deliver all such further instruments or documents, as may be reasonably requested by any other Party to effectuate the purposes of this Assignment.

Section 10. Exclusivity of Representations . THE REPRESENTATIONS AND WARRANTIES MADE IN ARTICLE XVII OF THE TRANSMISSION USE AGREEMENT ARE THE EXCLUSIVE REPRESENTATIONS AND WARRANTIES MADE BY SELLER WITH RESPECT TO ITSELF AND ON LINE AND THE TRANSACTIONS CONTEMPLATED IN THIS ASSIGNMENT. SELLER HEREBY DISCLAIMS ANY OTHER EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ITSELF OR ON LINE. EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE XII OF THE TRANSMISSION USE AGREEMENT, THE CONDITION OF ON LINE AND ANY PORTION THEREOF SHALL BE “AS IS” AND “WHERE IS” AND SELLER MAKES NO WARRANTY OF MERCHANTABILITY, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE OR QUALITY WITH RESPECT TO ANY OF THE TANGIBLE ASSETS OF SELLER (INCLUDING ON LINE OR ANY PORTION THEREOF) OR AS TO THE CONDITION OR WORKMANSHIP THEREOF OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT.

Section 11. Several Liability . The covenants, obligations and liabilities of the Parties in connection with this Assignment are several and not joint.

Exhibit E-3

Transmission Use and Capacity Exchange Agreement

Privileged and Confidential

Execution Version

Section 12. Security Interest . Great Basin shall cause the GB Segment Security Interest and ON Line Security Interest to secure the performance of Great Basin’s obligations under this Assignment and shall execute and deliver to NPC and SPPC the appropriate Security Documents. NPC and SPPC may file and record such Security Documents as may be appropriate or required under Applicable Law to perfect the ON Line Security Interest and the GB Segment Security Interest, as applicable, and Great Basin shall take such further actions and execute such further documents and instruments, all as reasonably required by NPC or SPPC, to confirm and continue the validity, priority, and perfection of any such security interest in accordance with the Transmission Use Agreement. The granting of the ON Line Security Interest and the GB Segment Security Interest shall not limit any further Claims or other rights accruing to NPC or SPPC under this Assignment or otherwise. NPC and SPPC may exercise any right provided in this Assignment or in any Security Document to recover any amount owing to NPC or SPPC, as applicable. NPC and SPPC may exercise its rights to all or any part of the ON Line Security Interest and the GB Segment Security Interest or in any Security Document in such amount, form and sequence as NPC or SPPC, as applicable, may elect in its sole discretion. Any failure to exercise any right provided to NPC or SPPC under this Section 11 or in any Security Document shall not prejudice NPC’s or SPPC’s rights to recover damages or amounts in any manner.

[SIGNATURE PAGE FOLLOWS]

Exhibit E-4

Transmission Use and Capacity Exchange Agreement

Privileged and Confidential

Execution Version

IN WITNESS WHEREOF , the Parties have caused this Assignment to be executed by their duly authorized representative as of the date first written above.

NEVADA POWER COMPANY

(d/b/a NV Energy)

By: ________________________

Name:

Title:

SIERRA PACIFIC POWER COMPANY

(d/b/a NV Energy)

By: ________________________

Name:

Title:

GREAT BASIN TRANSMISSION, LLC

By: _________________________

Name:

Title:

Exhibit E-5

Transmission Use and Capacity Exchange Agreement

Privileged and Confidential

Execution Version

State of		}
		} ss:
County of		}

This instrument was acknowledged before me on ___________________________ by ______________________________ as ______________________________________ of ________________________________________________.

NOTARY PUBLIC

My Commission Expires:

Exhibit E-6

Transmission Use and Capacity Exchange Agreement

Privileged and Confidential

Execution Version

State of		}
		} ss:
County of		}

NOTARY PUBLIC

My Commission Expires:

Exhibit E-7

Transmission Use and Capacity Exchange Agreement

Privileged and Confidential

Execution Version

State of		}
		} ss:
County of		}

NOTARY PUBLIC

My Commission Expires:

Exhibit E-8

Transmission Use and Capacity Exchange Agreement

Privileged and Confidential

Execution Version

SCHEDULE 1

ON LINE

Exhibit E-9

Transmission Use and Capacity Exchange Agreement

Privileged and Confidential

Execution Version

Exhibit F

FORM OF ASSIGNMENT AND CONSENT AGREEMENT

This ASSIGNMENT AND CONSENT AGREEMENT (this “ Agreement ”) is entered into as of [ _____________ ] , 2010, by and among Nevada Power Company, a Nevada corporation, d/b/a/ NV Energy (“ Purchaser ”), Great Basin Transmission, LLC, a Delaware limited liability company (“ Seller ”), and [_____] , a [_____] (“ Company ”). Purchaser, Seller and Company may be referred to individually herein as a “ Party ” and collectively as the “ Parties .”

RECITALS

WHEREAS , Seller and Company have entered into that certain [_______] , dated as of [____] (the “ Assigned Agreement ”);

WHEREAS , Purchaser, Sierra Pacific Power Company, d/b/a NV Energy, and Seller have entered into that certain Transmission Use and Capacity Exchange Agreement, dated as of August 20, 2010 (the “ Transmission Use Agreement ”), pursuant to which Seller has agreed to assign an undivided twenty-five percent (25%) ownership interest in its rights, title and interest under the Assigned Agreement to Purchaser, and Purchaser has agreed to assume twenty-five percent (25%) of Seller’s obligations arising under the Assigned Agreement after the closing date of the acquisition under the Transmission Use Agreement (the “ Transaction Closing Date ”); and

WHEREAS , Seller requests consent from Company to transfer an undivided twenty-five percent (25%) ownership interest in Seller’s rights, title, interest and obligations under the Assigned Agreement to Purchaser in accordance herewith.

NOW, THEREFORE , in consideration of the foregoing, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, the Parties hereby agree as follows:

1. Consent and Agreement . Company hereby consents to (a) the assignment of an undivided twenty-five percent (25%) ownership interest in Seller’s rights, title and interest in the Assigned Agreement to Purchaser and (b) the assumption by Purchaser of twenty-five percent (25%) of Seller’s obligations arising under the Assigned Agreement, in each case, effective immediately after the Acquisition Closing Date, except with respect to indemnity obligations under the Assigned Agreement for which Purchaser shall assume no liability for events that occurred through the Transaction Closing Date and shall only assume twenty-five percent (25%) of the liability for events that occur after the Transaction Closing Date, in each case, effective immediately after the Transaction Closing Date. Company further hereby consents to (a) the

Exhibit F-1

Transmission Use and Capacity Exchange Agreement

Privileged and Confidential

Execution Version

assignment of additional undivided ownership interests in the Assigned Agreement between Seller and Purchaser from time to time effective as of the date set forth in a notice from Seller and Purchaser to the Company and (b) the corresponding assumption by Purchaser or Seller, as the case may be, of such assigned interest.

2. Novation of Assigned Agreement and Acknowledgment . Effective immediately after the Transaction Closing Date, Company hereby fully and unconditionally releases Seller and its affiliates of all obligations under the Assigned Agreement assumed by Purchaser under Paragraph 1 . Company acknowledges and agrees that the obligations of Purchaser and Seller under the Assigned Agreement are several and not joint.

3. Representations .

Company represents and warrants to NPC that: (a) the Assigned Agreement is in full force and effect and constitutes the legal, valid and binding obligation of Company, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights or by equitable principles, (b) neither Company nor, to Company’s knowledge, Seller is in default of any obligation under the Assigned Agreement and neither has any existing counterclaims, offsets or defenses against the other, (c) to Company’s knowledge, no event or condition exists which would either immediately or with the passage of any applicable grace period or the giving of notice, or both, enable Company or Seller to terminate or suspend its obligations under the Assigned Agreement, (d) to Company’s knowledge, no event or condition exists or has occurred which would give rise to any obligation of Seller to indemnify Company pursuant to the Assigned Agreement, (e) Seller has no payment amount under the Assigned Agreement outstanding or overdue and there are no pending claims for any payment amount related to the Assigned Agreement, (f) the Assigned Agreement has not been amended or otherwise modified, (g) Company is a [____] duly formed and validly existing under the laws of the State of [____] , (h) Company has power and authority to execute and deliver this Agreement and the execution and delivery of which by Company has been duly and validly authorized and (i) this Agreement constitutes the legal, valid and binding obligation of Company, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights or by equitable principles. NPC represents and warrants to Company that: (a) NPC is a corporation duly formed and validly existing under the laws of the State of Nevada, (b) NPC has power and authority to execute and deliver this Agreement and the execution and delivery of which by NPC has been duly and validly authorized and (c) this Agreement constitutes the legal, valid and binding obligation of NPC, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights or by equitable principles.

4. Miscellaneous.

(i) This Agreement shall be binding upon the Parties and their respective successors and assigns, and may be executed in one or more counterparts, each of which shall be an original, but all of which shall together constitute one and the same instrument.

Exhibit F-2

Transmission Use and Capacity Exchange Agreement

Privileged and Confidential

Execution Version

(ii) If any provision of this Agreement shall be invalid or unenforceable, the validity or enforceability of the remaining provisions shall not in any way be impaired thereby. In the event of a conflict between this Agreement and the Assigned Agreement, the terms of this Agreement shall control.

(iii) THIS ASSIGNMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF [INSERT “THE STATE OF NEVADA” UNLESS OTHERWISE AGREED BY PURCHASER AND SELLER] (WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF THAT REQUIRE THE APPLICATION OF ANOTHER JURISDICTION’S LAWS).

(iv) This Agreement embodies the complete agreement among the Parties with respect to the subject matter hereof and supersedes all other oral or written understandings or agreements.

(v) Company agrees to execute and deliver such instruments and take such further actions as may be reasonably necessary to effectuate the purposes of this Agreement.

(vi) This Agreement may be amended, supplemented, or modified only by a written instrument duly executed by or on behalf of each Party.

[Signature Page Follows]

Exhibit F-3

Transmission Use and Capacity Exchange Agreement

Privileged and Confidential

Execution Version

IN WITNESS WHEREOF , the Parties have caused their duly authorized officers to execute and deliver this Agreement as of the date first above written.

[COMPANY]

By: ________________________

Name:

Title:

GREAT BASIN TRANSMISSION, LLC

By: ________________________

Name:

Title:

NEVADA POWER COMPANY

(d/b/a NV Energy)

By: ________________________

Name:

Title:

Exhibit F-4

Transmission Use and Capacity Exchange Agreement

Privileged and Confidential

Execution Version

Exhibit G

FORM OF GRANT, BARGAIN AND SALE DEED

A.P.N.:

RECORDING REQURED BY,

WHEN RECORDED MAIL TO, AND

MAIL TAX STATEMENTS TO:

The undersigned hereby affirm(s) that this document, including any exhibits, submitted for recording does not contain the social security number of any person or persons. (Per NRS 239B.030)		NV Energy P.O. Box 98910 Las Vegas, NV 89151-0001
		Attn: [ ]

GRANT, BARGAIN, AND SALE DEED

THIS DEED (“ Deed ”) WITNESSETH, that Great Basin Transmission, LLC, a Delaware limited liability company (“ Grantor ”), for a valuable consideration, the receipt and sufficiency of which are hereby acknowledged, does hereby grant, bargain, and sell to [Nevada Power Company]/[Sierra Pacific Power Company], a Nevada corporation, d/b/a NV Energy (“ Grantee ”) (whose address is ___________________________ __________________), its successors and assigns forever, an undivided [ twenty-three and seventy-five hundredths percent (23.75%) ]/[ one and twenty-five hundredths percent (1.25%) ] ownership interest in all right, title and interest in that real property and real property rights situated in the County of [_____] , State of Nevada, bounded and described as follows (the “ Property ”):

SEE LEGAL DESCRIPTION ATTACHED HERETO

AND MADE A PART HEREOF AS ANNEX “A”.

TOGETHER WITH an undivided [ twenty-three and seventy-five hundredths percent (23.75%) ]/[ one and twenty-five hundredths percent (1.25%) ] ownership interest in all right, title and interest in all the following additional land rights:

SEE ADDITIONAL LAND RIGHTS ATTACHED HERETO

AND MADE A PART HEREOF AS ANNEX “B”.

AND TOGETHER WITH an undivided [ twenty-three and seventy-five hundredths percent (23.75%) ]/[ one and twenty-five hundredths percent (1.25%) ] ownership interest in all right, title

Exhibit G-1

Transmission Use and Capacity Exchange Agreement

Privileged and Confidential

Execution Version

and interest in all improvements situated thereon and all and singular the tenements, hereditaments and appurtenances thereunto belonging or in anywise appertaining to the Property, and the reversion and reversions, remainder and remainders, rents, issues and profits of the Property.

SUBJECT TO:

(1)	Those matters more particularly described in Annex “C ” attached to this Deed;

(2)	All restrictions, conditions, reservations, prior reservations (if any), rights, rights of way and easements now of record or otherwise apparent from a visual inspection of the Property; and

(3)	Any applicable zoning or land use regulations or restrictions.

Grantor warrants that it shall execute, acknowledge, deliver, or cause to be executed, acknowledged, or delivered, all documents or instruments granting security interests to the Grantee in order to secure the performance of Grantor’s obligations under this Deed. Grantee may file and record all documents or instruments as may be appropriate or required to perfect such security interests, and Grantor shall take such further actions and execute such further documents and instruments, all as reasonably required by Grantee, to confirm and continue the validity, priority, and perfection of any such security interests. Grantee may exercise any and all rights provided in this Deed or in any security agreement related to the foregoing security interest to recover any amount owning to Grantee, in such amount, form and sequence as Grantee may elect in its sole discretion. Any failure to exercise any right provided to Grantee under this paragraph shall not prejudice Grantee’s rights to recover damages or amounts in any manner.

[Signature Page Follows]

Exhibit G-2

Transmission Use and Capacity Exchange Agreement

Privileged and Confidential

Execution Version

IN WITNESS WHEREOF, this instrument has been executed this ________ day of __________, 2010, to be effective as of the _______ day of _________, 2010.

GREAT BASIN TRANSMISSION, LLC , a Delaware limited liability company

By: ______________________________

Print Name: ________________________

Title: _____________________________

State of		}
		} ss:
County of		}

NOTARY PUBLIC

My Commission Expires:

Exhibit G-3

Transmission Use and Capacity Exchange Agreement

Privileged and Confidential

Execution Version

ANNEX “A”

LEGAL DESCRIPTION

[Legal Description to come when finalized]

Exhibit G-4

Transmission Use and Capacity Exchange Agreement

Privileged and Confidential

Execution Version

ANNEX “B”

ADDITIONAL LAND RIGHTS

[Additional Land Rights to come when finalized]

Exhibit G-5

Transmission Use and Capacity Exchange Agreement

Privileged and Confidential

Execution Version

ANNEX “C”

PERMITTED EXCEPTIONS

[Permitted Exceptions to come when finalized]

Exhibit G-6

Transmission Use and Capacity Exchange Agreement

Privileged and Confidential

Execution Version

Exhibit H

APPLICABLE TRANSFER REPRESENTATIONS

AND WARRANTIES

Bracketed capitalized terms below shall have customary meanings set forth in the agreement for the applicable Transfer, including that references in this Exhibit H to “ [ this Agreement ] ” shall mean the agreement regarding the applicable Transfer.

With respect to a Transfer under Section 3.07(a) , 3.08 , 3.09(a) , 5.03(d) , 5.04(c) , 13.04 , 13.05(a) , 14.04 , 14.05 , 15.02(b) , 16.02(d) or 16.02(f) , the Transferring Party shall make the following representations and warranties to [ Great Basin ]/[ the NVE Parties ] as of the date of the Transfer substantially in the form set forth below:

(a)

Due Organization . The Transferring Party is a duly organized, validly existing entity of the type described in the preface to [ this Agreement ] and is in good standing under the laws of the jurisdiction of its formation and is duly qualified to do business and in good standing as a foreign entity in the jurisdiction of its principal place of business (if not formed in that jurisdiction).

(b)	Power and Authority . The Transferring Party has the full [ corporate ]/[ limited liability company ] legal right, power and authority to enter into [ this Agreement ] and perform its obligations under [ this Agreement ] .

(c)	Due Authorization . The Transferring Party has taken all appropriate and necessary [ corporate ]/[ limited liability company ] action to authorize its execution, delivery and performance of [ this Agreement ] and the transactions contemplated hereunder.

(d)

Consents . The Transferring Party has obtained all consents, approvals, permits and other authorizations in connection with the execution, delivery and performance of [ this Agreement ] required to be obtained by it; provided , however , that the Transferring Party makes no representation or warranty under this Section (d) with respect to any consents, approvals, permits or other authorizations necessary for the development, construction, operation or maintenance of the Transmission Line.

(e)

Binding Obligation . [ This Agreement ] constitutes a legal, valid and binding obligation of the Transferring Party, enforceable against the Transferring Party in accordance with its terms (subject to the effects of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other Applicable Laws now

Exhibit H-1

Transmission Use and Capacity Exchange Agreement

Privileged and Confidential

Execution Version

or hereafter in effect relating to creditors’ rights generally and general principles of equity).

(f)

No Violation . The execution, delivery and performance by the Transferring Party of [ this Agreement ] , the compliance with the terms and provisions of [ this Agreement ] and the carrying out of the transactions contemplated by [ this Agreement ] , (i) do not conflict with and will not result in a breach or violation of any of the terms or provisions of the organizational documents of the Transferring Party, (ii) do not conflict with and will not result in a material breach or violation of any of the terms or provisions of any existing Applicable Law to which the Transferring Party is subject or by which it or any of its material property is bound, or any material agreement or instrument to which the Transferring Party is a party or by which it or any of its material property is bound, or constitutes or will constitute a default thereunder or (iii) will not result in the imposition of any Lien upon any of the Ownership Interests being Transferred to [ Great Basin ]/[ the NVE Parties ] .

(g)

Brokers . All negotiations relative to [ this Agreement ] and the transactions contemplated by [ this Agreement ] have been carried out by the Transferring Party directly with [ Great Basin ]/[ the NVE Parties ] without the intervention of any Person on behalf of the Transferring Party in such manner as to give rise to any valid claim by any Person against [ Great Basin ]/[ the NVE Parties ] for a finder’s fee, brokerage commission or similar payment.

(h)

No Litigation and Compliance with Law . There is no litigation pending or, to the Transferring Party’s knowledge, threatened to which the Transferring Party or any of its Affiliates is a party that could reasonably be expected to have a [ Material Adverse Effect ] on the resulting transfer. The Transferring Party is not in violation of any Applicable Law where the effect of which to the Transferring Party, individually or in the aggregate, could be reasonably expected to have a [ Material Adverse Effect ] .

(i)

Title to ON Line . The Transferring Party possesses good, valid and marketable title to a [ __ ] % Ownership Interest free and clear of all Liens except Excluded Liens, and, effective upon the Transfer and the payment of the Applicable Purchase Price by the non-Transferring Party(ies), (i) [ Great Basin ] shall Transfer to [ NPC and SPPC ] a [ __ ] % Ownership Interest and a [ __ ] % Ownership Interest, respectively , in each case, free and clear of all Liens except Permitted Liens.

(j)

Agreements and Governmental Approvals . The Transferring Party has delivered true, correct and complete copies of each agreement (other than an ON Line Agreement to which [ Great Basin ]/[ the NVE Parties ] is a party) (including any amendment thereto) to [ Great Basin ]/[ the NVE Parties ] as of the date of the

Exhibit H-2

Transmission Use and Capacity Exchange Agreement

Privileged and Confidential

Execution Version

Transfer to which the Ownership Interests being Transferred may be subject. [ NPC ]/[ Great Basin ] is not in material breach of its obligations under any ON Line Agreement, to [ NPC ]/[ Great Basin ] ’s knowledge, no counterparty (other than [ Great Basin ]/[ the NVE Parties ] ) to any such agreement is in material default of its obligations under any such agreement and each such agreement is an enforceable and binding obligation of it, and to its knowledge, the other parties (other than [ Great Basin /[ the NVE Parties ]) thereto (subject to the effects of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other Applicable Laws now or hereafter in effect relating to creditors’ rights generally and general principles of equity). The Transferring Party is in compliance with each Governmental Approval for ON Line in all material respects.

When used in Sections (a)-(j) above, the term “knowledge” shall be limited to the actual knowledge of specified persons as reasonably agreed by the Parties. The representations and warranties of the Transferring Party described in Sections (a)-(j) above shall survive the date of the Transfer as follows: (a) the representations and warranties in Sections (a)-(g) and (i) shall survive forever, and (b) all other representations and warranties shall survive for three (3) years after the date of the Transfer. The Transferring Party’s maximum aggregate liability for Claims which may be recovered for breaches of representations or warranties contained in Section (j) shall be an amount equal to the purchase price for the applicable Transfer (or other amount being paid in respect of the applicable transfer, as applicable) in accordance with this Agreement (the “ Applicable Purchase Price ”); provided , however , that (a) there shall be no maximum aggregate liability in connection with Claims for gross negligence, willful misconduct or fraud and (b) the Applicable Purchase Price (but only for purposes of determining the maximum aggregate liability in this sentence) for a Transfer under (i) Sections 5.03(d) , 5.04(c) , 13.04 and 14.04 shall equal the costs not funded by Great Basin that give rise to such Transfer and (ii) Section 16.02(f) shall equal the amount of the applicable Event(s) of Default.

2.	With respect to the Transfer contemplated by Section 6.01 , [ NPC ]/[ SPPC ] shall make the following representations and warranties to Great Basin as of the date of the Transfer substantially in the form set forth below:

(a)

Due Organization . [ NPC ]/[ SPPC ] is a duly organized, validly existing entity of the type described in the preface to [ this Agreement ] and is in good standing under the laws of the jurisdiction of its formation and is duly qualified to do business and in good standing as a foreign entity in the jurisdiction of its principal place of business (if not formed in that jurisdiction).

(b)	Power and Authority . [ NPC ]/[ SPPC ] has the full corporate legal right, power and authority to enter into [ this Agreement ] and perform its obligations under [ this Agreement ] .

Exhibit H-3

Transmission Use and Capacity Exchange Agreement

Privileged and Confidential

Execution Version

(c)	Due Authorization . [ NPC ]/[ SPPC ] has taken all appropriate and necessary corporate action to authorize its execution, delivery and performance of [ this Agreement ] and the transactions contemplated hereunder.

(d)

Consents . [ NPC ]/[ SPPC ] has obtained all consents, approvals, permits and other authorizations in connection with the execution, delivery and performance of [ this Agreement ] required to be obtained by it; provided , however , that [ NPC ]/[ SPPC ] makes no representation or warranty under this Section (d) with respect to any consents, approvals, permits or other authorizations necessary for the development, construction, operation or maintenance of the Transmission Line.

(e)

Binding Obligation . [ This Agreement ] constitutes a legal, valid and binding obligation of [ NPC ]/[ SPPC ] , enforceable against [ NPC ]/[ SPPC ] in accordance with its terms (subject to the effects of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other Applicable Laws now or hereafter in effect relating to creditors’ rights generally and general principles of equity).

(f)

No Violation . The execution, delivery and performance by [ NPC ]/[ SPPC ] of [ this Agreement ] , the compliance with the terms and provisions of [ this Agreement ] and the carrying out of the transactions contemplated by [ this Agreement ] , (i) do not conflict with and will not result in a material breach or violation of any of the terms or provisions of the organizational documents of [ NPC ]/[ SPPC ] , (ii) do not conflict with and will not result in a breach or violation of any of the terms or provisions of any existing Applicable Law to which [ NPC ]/[ SPPC ] is subject or by which it or any of its material property is bound, or any material agreement or instrument to which [ NPC ]/[ SPPC ] is a party or by which it or any of its material property is bound, or constitutes or will constitute a default thereunder and (iii) will not result in the imposition of any Lien (other under any GB Segment Financing Agreement or a [ Permitted Lien ] ) upon the Transmission Improvements being Transferred to Great Basin.

(g)

Brokers . All negotiations relative to [ this Agreement ] and the transactions contemplated by [ this Agreement ] have been carried out by [ NPC ]/[ SPPC ] directly with Great Basin without the intervention of any Person on behalf of [ NPC ]/[ SPPC ] in such manner as to give rise to any valid claim by any Person against Great Basin for a finder’s fee, brokerage commission or similar payment.

(h)

No Litigation and Compliance with Law . There is no litigation pending or, to [ NPC ]/[ SPPC ] ’s knowledge, threatened to which [ NPC ]/[ SPPC ] or any of its Affiliates is a party that could reasonably be expected to have a [ Material Adverse Effect ] on the resulting transfer. [ NPC ]/[ SPPC ] is not in violation of any Applicable Law where the effect of which to [ NPC ]/[ SPPC ] , individually or in the aggregate, could be reasonably expected to have a [ Material Adverse Effect ] .

Exhibit H-4

Transmission Use and Capacity Exchange Agreement

Privileged and Confidential

Execution Version

(i)

Title . [ NPC ]/[ SPPC ] possesses good, valid and marketable title to all of the personal property comprising the Transmission Improvements and good, valid, marketable and indefeasible fee title to all of the real property comprising the Transmission Improvements or good, valid and marketable leasehold interests in the real property comprising the Transmission Improvements, and, effective upon the Transfer and the payment of the Transmission Improvement Purchase Price by Great Basin, (i) Great Basin shall own and hold good, valid and marketable title to the Transmission Improvements constituting personal property (tangible and intangible assets) and (ii) Great Basin shall own and hold good, valid, marketable and indefeasible title to the real property comprising the Transmission Improvements or a good, valid and marketable leasehold interest in the real property comprising the Transmission Improvements, in each case, free and clear of all Liens except [ Permitted Liens ] .

(j)	Governmental Approvals; Compliance with Laws; Hazardous Substances .

(i)

[ NPC ]/[ SPPC ] has provided true, correct and complete copies of each Governmental Approval for the Transmission Improvements, and all applications for any pending Governmental Approval for the Transmission Improvements, to Great Basin and the status of each Governmental Approval for Transmission Improvements is set forth in Schedule [___] .

(ii)

No application submitted by or on behalf of [ NPC ]/[ SPPC ] or any of its Affiliates in connection with any Governmental Approval for the Transmission Improvements contains any intentional misrepresentation. [ NPC ]/[ SPPC ] is in compliance with each Governmental Approval for the Transmission Improvements in all material respects and each Governmental Approval for the Transmission Improvements (A) is in full force and effect, (B) is not subject to any legal proceeding or to any unsatisfied condition that is not reasonably expected to be satisfied or could reasonably be expected to allow material modification or revocation thereof and (C) is final and all applicable appeal periods have expired or terminated.

(iii)

Except for modifications to Governmental Approvals for the Transmission Improvements that have already been made, no modification to a Governmental Approval is required for the conveyance or acquisition of the Transmission Improvements. No further action is required for each Governmental Approval for the Transmission Improvements to be properly in the name of Great Basin.

(iv)	[ NPC ]/[ SPPC ] is in compliance with all Applicable Laws in all material respects with respect to the Transmission Improvements.

Exhibit H-5

Transmission Use and Capacity Exchange Agreement

Privileged and Confidential

Execution Version

(v)

[ NPC ]/[ SPPC ] is in compliance with all Environmental Laws in all material respects with respect to the Transmission Improvements. To the knowledge of [ NPC ]/[ SPPC ] , Hazardous Substances have not been released, spilled, leaked or disposed of on, at, or under the real property comprising the Transmission Improvements, or on, at, or under any property adjacent to the real property comprising the Transmission Improvements, resulting from the construction, operation or maintenance of the Transmission Improvements in any amount or concentration that is likely to require investigation or remediation pursuant to applicable Environmental Laws or in connection with the operation or maintenance of the Transmission Improvements.

When used in Sections (a)-(j) above, the term “knowledge” shall be limited to the actual knowledge of specified persons as reasonably agreed by [ NPC ]/[ SPPC ] and Great Basin. The representations and warranties of [ NPC ]/[ SPPC ] in Sections (a)-(j) above shall survive the date of the Transfer as follows: (a) the representations and warranties in Sections (a)-(g) and (i) shall survive forever, (b) all representations and warranties in Section (j)(v) shall survive for five (5) years after the date of the Transfer and (c) all other representations and warranties shall survive for three (3) years after the date of the Transfer. [ NPC ]/[ SPPC ] ’s maximum aggregate liability for Claims which may be recovered for breaches of representations or warranties contained in Section (j) shall be the amount paid by Great Basin for the Transmission Improvements in accordance with Section 6.01 (the “ Transmission Improvement Purchase Price ”); provided , however , that there shall be no maximum aggregate liability in connection with Claims for gross negligence, willful misconduct or fraud.

3.	With respect to the Transfer contemplated by Section 6.05(d) , Great Basin shall make the following representations and warranties to NPC as of the date of the Transfer substantially in the form set forth below:

(a)

Due Organization . Great Basin is a duly organized, validly existing entity of the type described in the preface to [ this Agreement ] and is in good standing under the laws of the jurisdiction of its formation and is duly qualified to do business and in good standing as a foreign entity in the jurisdiction of its principal place of business (if not formed in that jurisdiction).

(b)	Power and Authority . Great Basin has the full limited liability company legal right, power and authority to enter into [ this Agreement ] and perform its obligations under [ this Agreement ] .

(c)	Due Authorization . Great Basin has taken all appropriate and necessary limited liability company action to authorize its execution, delivery and performance of [ this Agreement ] and the transactions contemplated hereunder.

Exhibit H-6

Transmission Use and Capacity Exchange Agreement

Privileged and Confidential

Execution Version

(d)

Consents . Great Basin has obtained all consents, approvals, permits and other authorizations in connection with the execution, delivery and performance of [ this Agreement ] required to be obtained by it; provided , however , that Great Basin makes no representation or warranty under this Section (d) with respect to any consents, approvals, permits or other authorizations necessary for the development, construction, operation or maintenance of the Transmission Line.

(e)

Binding Obligation . [ This Agreement ] constitutes a legal, valid and binding obligation of Great Basin, enforceable against Great Basin in accordance with its terms (subject to the effects of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other Applicable Laws now or hereafter in effect relating to creditors’ rights generally and general principles of equity).

(f)

No Violation . The execution, delivery and performance by Great Basin of [ this Agreement ] , the compliance with the terms and provisions of [ this Agreement ] and the carrying out of the transactions contemplated by [ this Agreement ] , (i) do not conflict with and will not result in a breach or violation of any of the terms or provisions of the organizational documents of Great Basin, (ii) do not conflict with and will not result in a material breach or violation of any of the terms or provisions of any existing Applicable Law to which Great Basin is subject or by which it or any of its material property is bound, or any material agreement or instrument to which Great Basin is a party or by which it or any of its material property is bound, or constitutes or will constitute a default thereunder and (iii) will not result in the imposition of any Lien (other than under any financing or security agreements with the NVE Lenders or a [ Permitted Lien ] ).upon any of [ the Transferred Assets ] being Transferred to NPC.

(g)

Brokers . All negotiations relative to [ this Agreement ] and the transactions contemplated by [ this Agreement ] have been carried out by Great Basin directly with NPC without the intervention of any Person on behalf of Great Basin in such manner as to give rise to any valid claim by any Person against NPC for a finder’s fee, brokerage commission or similar payment.

(h)

No Litigation and Compliance with Law . There is no litigation pending or, to Great Basin’s knowledge, threatened to which Great Basin or any of its Affiliates is a party that could reasonably be expected to have a [ Material Adverse Effect ] on the resulting transfer. Great Basin is not in violation of any Applicable Law where the effect of which to Great Basin, individually or in the aggregate, could be reasonably expected to have a [ Material Adverse Effect ] .

(i)	Title and no Liens . [ ___________________ ] At the Transfer, Great Basin has not created or permitted to exist any Liens on any of the Applicable Centennial Phase 3 Facilities or any other NPC asset.

Exhibit H-7

Transmission Use and Capacity Exchange Agreement

Privileged and Confidential

Execution Version

(j)	Governmental Approvals; Compliance with Laws; Hazardous Substances .

(i)

Great Basin has provided true, correct and complete copies of each Governmental Approval obtained by Great Basin for the Applicable Centennial Phase 3 Facilities (to which NPC is not a Party) and [ the Transferred Assets ] , and all applications for any pending Governmental Approval for the Applicable Centennial Phase 3 Facilities (to which NPC is not a Party) and [ the Transferred Assets ] , to NPC and the status of each Governmental Approval for the Applicable Centennial Phase 3 Facilities (to which NPC is not a Party) and [ the Transferred Assets ] is set forth in Schedule [___] .

(ii)

No application submitted by or on behalf of Great Basin or any of its Affiliates in connection with any Governmental Approval for the Applicable Centennial Phase 3 Facilities and [ Transferred Assets ] contains any intentional misrepresentation. Great Basin is in compliance with each Governmental Approval for the Applicable Centennial Phase 3 Facilities and [ Transferred Assets ] in all material respects and each Governmental Approval for Applicable Centennial Phase 3 Facilities (to which NPC is not a party) and [ Transferred Assets ] (A) is in full force and effect, (B) is not subject to any legal proceeding or to any unsatisfied condition that is not reasonably expected to be satisfied or could reasonably be expected to allow material modification or revocation thereof and (C) is final and all applicable appeal periods have expired or terminated.

(iii)

Except for modifications to Governmental Approvals for [ the Transferred Assets ] that have already been made, no modification to a Governmental Approval is required for the conveyance or acquisition of [ the Transferred Assets ] . No further action is required for each Governmental Approval for the Applicable Centennial Phase 3 Facilities (to which NPC is not a Party) or [ the Transferred Asset ] to be properly in the name of NPC.

(iv)	Great Basin is in compliance with all Applicable Laws in all material respects with respect to the Applicable Centennial Phase 3 Facilities and [ the Transferred Assets ] .

(v)

Great Basin is in compliance with all Environmental Laws in all material respects with respect to the Applicable Centennial Phase 3 Facilities and [ the Transferred Assets ] . To the knowledge of Great Basin, Hazardous Substances have not been released, spilled, leaked or disposed of on, at, or under the Applicable Centennial Phase 3 Facilities or [ the Transferred Assets ] , or on, at, or under any property adjacent to the Applicable Centennial Phase 3 Facilities or [ the Transferred Assets ] , resulting from

Exhibit H-8

Transmission Use and Capacity Exchange Agreement

Privileged and Confidential

Execution Version

the installation, construction, operation or maintenance of the Applicable Centennial Phase 3 Facilities or the [ the Transferred Assets ] in any amount or concentration that is likely to require investigation or remediation pursuant to applicable Environmental Laws or in connection with the installation, construction or maintenance of the Applicable Centennial Phase 3 Facilities or [ the Transferred Assets ] .

When used in Sections (a)-(j) above, the term “knowledge” shall be limited to the actual knowledge of specified persons as reasonably agreed by NPC and Great Basin. The representations and warranties of Great Basin in Sections (a)-(j) above shall survive the date of the Transfer as follows: (a) the representations and warranties in Sections (a)-(g) and (i) shall survive forever, (b) all representations and warranties in Section (j)(v) shall survive for five (5) years after the date of the Transfer and (c) all other representations and warranties shall survive for three (3) years after the date of the Transfer. Great Basin’s maximum aggregate liability for Claims which may be recovered for breaches of representations or warranties contained in Section (j) shall be an amount equal to the sum of (A) the Option Exercise Price and (B) the fair market value of any improvements to the Applicable Centennial Phase 3 Facilities made by Great Basin, minus (ii) the amount set forth in Section 6.05(b)(iv)(2)(B) ; provided , however , that there shall be no maximum aggregate liability in connection with Claims for gross negligence, willful misconduct or fraud.

Exhibit H-9

Transmission Use and Capacity Exchange Agreement

Privileged and Confidential

Execution Version

Exhibit I

FORM OF LEGAL OPINION

The legal opinions required by this Agreement shall contain the following opinions subject to customary assumptions and qualifications. For purposes of this Exhibit I , the following terms have the meanings set forth below. To the extent not defined below, bracketed terms below shall have customary meanings set forth in the applicable legal opinions.

“ Applicable Laws ” shall mean those laws, rules and regulations which in the experience of the counsel rendering such opinion are normally applicable to transactions of the type contemplated by the Security Documents, without having made any special investigation as to the applicability of any specific law, rule or regulation, and which are not the subject of a specific opinion referring expressly to a particular law or laws.

“ Applicable Orders ” means those orders or decrees of governmental authorities identified on Schedule [__] to the Certificate.

“ Certificate ” means the certificate of Great Basin, dated the date of the applicable legal opinion, a copy of which is attached to such legal option.

“ Delaware Filing Office ” means the Secretary of State of the State of Delaware.

“ Delaware UCC ” means the Uniform Commercial Code as in effect on the date of the applicable legal opinion in the State of Delaware (without regard to laws referenced in Section 9-201 thereof and without regard to any case law or any administrative rulings thereunder).

“ Financing Statement ” means an unfiled copy of a financing statement bearing file date [__] and file number [__] identifying “Great Basin Transmission, LLC” as debtor and “Nevada Power Company” and “Sierra Pacific Power Company” as secured parties, which was filed in the Delaware Filing Office, [ Nevada Filing Office ] or [ Idaho Filing Office ] , as applicable.

“ Governmental Approval ” means any consent, approval, license, authorization or validation of, or filing, recording or registration with, any governmental authority pursuant to the Applicable Laws of the State of Delaware, Idaho, Nevada or New York or United States of America.

“ Idaho UCC ” means the Uniform Commercial Code as in effect on the date of the applicable legal opinion in the State of Idaho (without regard to laws referenced in Section 9-201 thereof).

“ Letter of Credit Rights ” has the meaning set forth in the [ [ identify state of issuer’s jurisdiction within the meaning of the New York UCC ] UCC ] with respect to the [ identify letter(s) of credit provided pursuant to any Material Construction Contract ] .

Exhibit I-1

Transmission Use and Capacity Exchange Agreement

Privileged and Confidential

Execution Version

“ Nevada UCC ” means the Uniform Commercial Code as in effect on the date of the applicable legal opinion in the State of Nevada (without regard to laws referenced in Section 9-201 thereof).

“ New York UCC ” means the Uniform Commercial Code as in effect on the date of the applicable legal opinion in the State of New York (without regard to laws referenced in Section 9-201 thereof).

“ Obligations ” has the meaning set forth in the [ Security Agreement ] .

“ UCC ” means the New York UCC, the Delaware UCC, the Nevada UCC and the Idaho UCC, as applicable.

1. Great Basin is validly existing and in good standing under the Applicable Laws of the State of Delaware.

2. Great Basin is qualified to do business and in good standing as a foreign limited liability company under the Applicable Laws of the States of Nevada and Idaho.

3. Great Basin has the limited liability company power and authority to execute, deliver and perform all of its obligations under each Security Document to which it is a party under the Applicable Laws of the State of Delaware. The execution and delivery of each of the Security Documents and the consummation by Great Basin of the transactions contemplated thereby have been duly authorized by all requisite limited liability company action on the part of Great Basin under the Applicable Laws of the State of Delaware. Each of the Security Documents has been duly executed and delivered by Great Basin under the Applicable Laws of the State of Delaware.

4. Each of the Security Documents constitutes the valid and binding obligation of Great Basin enforceable against Great Basin in accordance with its terms under the Applicable Laws of the States of New York, Nevada and Idaho.

5. The execution and delivery by Great Basin of each of the Security Documents and the performance by Great Basin of its obligations under each of the Security Documents, each in accordance with its terms, do not (i) conflict with the [ Certificate of Formation ] or [ Limited Liability Company Operating Agreement ] of Great Basin, (ii) constitute a violation of, or a default under, any agreement to which Great Basin is a party or its assets are subject or (iii) cause the creation of any security interest or lien upon any of the property of Great Basin pursuant to any agreement to which Great Basin is a party or its assets are subject (other than the security interests and liens created in favor of the NVE Parties under the Security Documents or a Permitted Lien).

6. Neither the execution, delivery or performance by Great Basin of the Security Documents nor the compliance by Great Basin with the terms and provisions thereof will contravene any provision of any Applicable Law of the States of New York, Nevada or Idaho or any Applicable Law of the United States of America which in the experience of

Exhibit I-2

Transmission Use and Capacity Exchange Agreement

Privileged and Confidential

Execution Version

the counsel rendering such opinion is normally applicable to transactions of the type contemplated by such Security Documents.

7. No Governmental Approval, which has not been obtained or taken and is not in full force and effect, is required to authorize, or is required in connection with, the execution or delivery of any of the Security Documents by Great Basin or the enforceability of any of the Security Documents against Great Basin.

8. Neither the execution, delivery or performance by Great Basin of its obligations under the Security Documents nor compliance by Great Basin with the terms thereof will contravene any Applicable Order.

9. The provisions of [ the Security Agreement ] are effective to create a valid security interest in favor of the NVE Parties in Great Basin’s rights in the Collateral (as defined in [ the Security Agreement ] ) in which a security interest may be created under Article 9 of the New York UCC (the “ Article 9 Collateral ”) to secure the Obligations.

10. Under the Delaware UCC, pursuant to the provisions of the [ Security Agreement ] , Great Basin has authorized the filing of the Financing Statement for purposes of Section 9-509 of the Delaware UCC. Under the Nevada UCC, pursuant to the provisions of the [ Security Agreement ] , Great Basin has authorized the filing of the Financing Statement for purposes of Section 9-509 of the Nevada UCC. Under the Idaho UCC, pursuant to the provisions of the [ Security Agreement ] , Great Basin has authorized the filing of the Financing Statement for purposes of Section 9-509 of the Idaho UCC.

11. Under the New York UCC, the location of Great Basin, for purposes of Section 9-307(e) of the New York UCC, is Delaware. Each Delaware Financing Statement is in appropriate form for filing in the Delaware Filing Office. Upon the proper filing of the Delaware Financing Statements in the Delaware Filing Office, the security interest of the NVE Parties in the Article 9 Collateral will be perfected to the extent that a security interest in such Article 9 Collateral can be perfected by the filing of a financing statement under the Delaware UCC.

12. The [ Mortgage/Deed of Trust ] is in appropriate form for filing in the [ Official Public Records of Real Property ] of [ _________ ] County, [ Nevada ]/[ Idaho ] and creates a valid lien upon, and security interest in, Great Basin’s rights in the [ Mortgaged Property ] as defined in the [ Mortgage/Deed of Trust ] (“ Mortgaged Property ”) that constitutes real property, or fixtures attached thereto, located in [ Nevada ]/[ Idaho ] .

13. Except for the filing of the [ Mortgage/Deed of Trust ] in the [ Official Public Records of Real Property ] of [ _________ ] County, [ Nevada ]/[ Idaho ] , and with respect to fixtures, subject to the terms of paragraph 14 below, no documents or instruments need be recorded, registered or filed in any public office in the State of [ Nevada ]/[ Idaho ] to perfect the liens and security interests in the real property and fixtures of Great Basin located in [ ______ ] County, [ Nevada ]/[ Idaho ] which constitute part of the Mortgaged Property.

Exhibit I-3

Transmission Use and Capacity Exchange Agreement

Privileged and Confidential

Execution Version

14. The [ Fixture Financing Statement ] is in appropriate form for filing in the UCC records of the [ Nevada ]/[ Idaho ] Secretary of State. If Great Basin is deemed not to be a [ Transmitting Utility ] , then the proper recordation of the [ Mortgage/Deed of Trust ] in the [ Official Public Records of Real Property ] of [ ______ ] County, [ Nevada ] / [ Idaho ] will perfect the security interest created under the [ Mortgage/Deed of Trust ] in the fixtures of Great Basin located in [ ______ ] County, [ Nevada ]/[ Idaho ] constituting part of the Mortgaged Property. If, however, Great Basin is deemed to be a [ Transmitting Utility ] , the proper filing of the [ Fixture Financing Statement ] in the UCC records of the [ Nevada ]/[ Idaho ] Secretary of State will perfect such security interest in the fixtures of Great Basin located in [ _______ ] County, [ Nevada ]/[ Idaho ] constituting part of the Mortgaged Property described in the [ Fixture Financing Statement ] , and so long as the [ Fixture Financing Statement ] continues to identify Great Basin as a [ Transmitting Utility ] , it will remain effective until a termination statement is filed pursuant to Section [ 9.515(f) ] of the [ Nevada UCC ]/[ Idaho UCC ] .

15. Upon the proper recordation of the [ Mortgage/Deed of Trust ] in the [ Official Public Records of Real Property ] of [ _________ ] County, [ Nevada ]/[ Idaho ] , the liens and security interests created by the [ Mortgage/Deed of Trust ] in Great Basin’s rights in the real property and, subject to paragraph 14 above, fixtures described therein located in [ ________ ] County, [ Nevada ]/[ Idaho ] will be perfected.

16. Under the [ [ identify state of issuer’s jurisdiction within the meaning of the New York UCC ] UCC ] , the provisions of the [ Letter of Credit Consent(s) ] are effective to perfect the security interest of the NVE Parties in Great Basin’s rights in the Letter of Credit Rights.

Exhibit I-4

Transmission Use and Capacity Exchange Agreement

Privileged and Confidential

Execution Version

Schedule 1

DESCRIPTION OF TRANSMISSION LINE

The Transmission Line is an above-ground 500 kV AC transmission project in Nevada and Southern Idaho consisting of three segments. The northernmost and central segments of the Transmission Line are collectively known as the Southwest Intertie Project. The northernmost segment extends approximately 275 miles from the Midpoint Substation near Jerome, Idaho to a new substation near Ely, Nevada to be known as the Robinson Summit Substation and includes BLM right-of-way grants N-85211, N-49781, and I-26446 (“ SWIP-N ”). The central segment extends approximately 235 miles from the new Robinson Summit Substation to the Harry Allen Substation just north of Las Vegas in Clark County, Nevada, and includes BLM right-of-way grant N-85210 (“ SWIP-S ” or “ ON Line ”). The southernmost segment of the Transmission Line, which is known as the Southern Nevada Intertie Project, extends approximately 58 miles from the Harry Allen Substation to the Eldorado Substation located southwest of Boulder City, Nevada (“ SNIP ”).

The Transmission Line project will be executed in two phases. Phase 1 will extend from Robinson Summit to Harry Allen and will consist of the SWIP-S project assets, and the following assets provided by NVE: microwave communications system, Falcon substation expansion, permits to locate the Robinson Summit Substation at the Robinson Summit Location, and NVE relay replacements. The Phase 1 assets shall be renamed the “One Nevada Transmission Line” (abbreviated as “ON Line”) pursuant to Section 4.08 of this Agreement.

Phase 2 is comprised of two segments: (i) SWIP-N, extending from Midpoint to Robinson Summit and (ii) SNIP, extending from Harry Allen to Eldorado. Phase 2 will include a number of equipment additions to the Phase 1 assets including the following (each of which if undertaken prior to GB Segment Financial Closing shall be considered a “ Transmission Improvement ” for purposes of Section 6.01 of this Agreement):

·	2 – 345 kV phase shifting transformers at the Robinson Summit Substation

·	Static Var compensator(s) at the Robinson Summit Substation on the 500 kV and/or 345 kV side of the substation

·	500 kV terminal equipment at Midpoint and Robinson Summit Substations with line reactors for the SWIP-N facilities

·	500 kV series compensation for Phase 1

·	500 kV series compensation for SWIP-N

·	500 kV series compensation for SNIP

·	500 kV terminal equipment at Harry Allen and Eldorado Substations for the SNIP facilities

500 kV and 230 kV breaker upgrades at various Eldorado Valley substations as required to accommodate fault duty as a result of the addition of the Phase 2 facilities (such breakers to be more fully described in the interconnection studies associated with Phase 2based on the existing transmission system configuration as of December 31, 2009 and

Schedule 1-1

Transmission Use and Capacity Exchange Agreement

Privileged and Confidential

Execution Version

	ignoring other transmission or interconnection requests ahead of Great Basin or its affiliates received after such date.)
·	Fiber communications equipment for the SWIP-N
·	Fiber communications equipment for the SNIP facilities

For purposes of this Agreement, the term “ ON Line ” shall be deemed to include (a) a single circuit, above-ground 500 kV AC transmission line that extends approximately 235 miles from the new Robinson Summit Substation located northwest of Ely, Nevada in White Pine County, Nevada to the existing Harry Allen Substation located northeast of Las Vegas in Clark County, Nevada, (b) the new Robinson Summit Substation, (c) interconnection facilities required at the existing Harry Allen Substation, (d) expansion of the existing Falcon Substation, (e) communication facilities and (f) system relay upgrades. Each of these components is further described below.

ON Line (SWIP-S) 500 kV Transmission Line - The transmission line will be constructed within BLM right-of-way grant N-85210 in a 200 foot wide right-of-way extending from Robinson Summit Substation to the Harry Allen Substation. The transmission line is configured with three bundles of three ACSR “Lapwing” conductors and is protected from lightning with two overhead shield wires, one of which will be an optical ground wire containing twenty four fiber optic wires. The primary structure will be a horizontal configuration, tubular guyed-v with a weathering steel finish.

Robinson Summit Substation – Robinson Summit Substation for Phase 1 will initially be configured as a four terminal 345 kV ring bus and a three (3) terminal 500 kV ring bus. The 500/345 kV substation will serve as the northern terminus of the ON Line and the southern terminus of the SWIP-N. The substation will also interconnect to the existing NVE 345 kV Falcon-to-Gonder transmission line. Two potential sites are being considered for the construction of the Robinson Summit Substation (i) the Thirtymile Location that is approximately 18 miles northwest of Ely, Nevada, at the northern terminus of BLM right-of-way grant N-85210 and (ii) the Robinson Summit Location that is approximately four miles south of the Thirtymile Location (as will be described in BLM right-of-way grant N-82076). The Robinson Summit Substation will initially contain two (2) 500/345 kV auto transformers, two (2) 500 kV shunt reactors, ten (10) 500 kV circuit breakers (five (5) to be operated at 345 kV), three (3) 500 kV metering voltage transformers, three (3) 500 kV metering current transformers, one (1) 345 kV shunt reactor, one (1) 345 kV fixed and/or TCSC (Thyristor Controlled) series capacitor bank or other facilities as required for SSR mitigation, and all necessary disconnect switches, Capacitive Coupled Voltage Transformers (“CCVT”), arresters and other appurtenant facilities (e.g., meter house, trenches, control cables, and other equipment).

Harry Allen substation interconnection – Harry Allen is an existing NVE-owned breaker and a half configured 500 kV switchyard located approximately 21 miles northeast of Las Vegas, Nevada. The new interconnection facilities for ON Line will be contained within the existing Harry Allen fenceline and will include the addition of a new breaker and a half bay, two (2) 500 kV shunt reactors, four (4) 500 kV circuit breakers, and all necessary disconnect switches, CCVT’s, arresters, and other appurtenant facilities (e.g., meter house, trenches, control cables, and other equipment).

Schedule 1-2

Transmission Use and Capacity Exchange Agreement

Privileged and Confidential

Execution Version

Falcon substation expansion – Falcon Substation is an existing NVE-owned 345 kV switchyard located in Boulder Valley approximately 40 miles northeast of Battle Mountain, Nevada. The expansion would require approximately seven (7) acres of additional land outside the existing fenced boundary (four acres on NV Energy property and three acres to be obtained from the adjacent private landowner). The new equipment would consist of 345 kV fixed and/or TCSC (Thyristor Controlled) series capacitor bank or other facilities as required for SSR mitigation, along with associated disconnect switches, CCVTs, arrestors, and any other appurtenant facilities required for control and protection of the newly installed equipment.

Communication facilities - Communication facilities include a twenty-four (24) fiber optical ground wire (OPGW) installed on the 500kV transmission line, two regeneration sites for the OPGW, and a microwave and mobile radio communications system including sixteen (16) new microwave sites, the expansion of and additions to three (3) existing sites located in eastern Nevada, and some fiber connectivity additions within NVE’s existing network.

·	System relay upgrades – Various relays and associated communications equipment will need to be upgraded at five (5) NVE-owned switchyards including Gonder, Falcon, Valmy, Coyote, and Tracy.

For purposes of this Agreement, the term “ Great Basin Segments ” shall be deemed to include (a) SWIP-N, a single circuit, above-ground 500 kV AC transmission line that extends from the new Robinson Summit Substation to the existing Idaho Power Midpoint Substation near Jerome, Idaho, (b) expansion of the Robinson Summit Substation, (c) Midpoint Substation interconnection and (d) SNIP, a single or double circuit above-ground 500 kV AC transmission line that extends from the Harry Allen Substation to the Eldorado Substation. Each of these components is further described below.

SWIP-N 500 kV Transmission Line – SWIP-N is an approximately 275 mile 500 kV transmission line to be constructed within a 200-foot right-of-way grant defined by BLM serial numbers N-85211, N-49781, and I-26446. The transmission line will extend north from the Robinson Summit Substation to Idaho Power’s existing Midpoint Substation near Jerome, Idaho. Numerous private and state owned lands will also be crossed. The transmission line is configured with three bundles of three ACSR “Lapwing” conductors and is protected from lightning with two overhead shield wires one of which will be an optical ground wire. The primary structure will be a horizontal configuration, tubular guyed-v with a weathering steel finish. Microwave communication facilities may also be required.

Robinson Summit Substation Expansion – The Robinson Summit substation constructed for the ON Line project, as described above, will ultimately be expanded to include additional facilities to accommodate SWIP-N. Final configuration details will be defined in an interconnection agreement between Great Basin and NV Energy. Currently, it is expected that the following equipment may be necessary: the addition of two (2) 500 kV

Schedule 1-3

Transmission Use and Capacity Exchange Agreement

Privileged and Confidential

Execution Version

breaker and a half bays, two (2) 500 kV fixed and/or TCSC (Thyristor Controlled) series capacitor banks or other facilities as required for SSR mitigation, two (2) 500 kV shunt reactors, two (2) 500 kV shunt capacitor banks, 500 and/or 345 kV static var compensator(s), twenty-four (24) 500 kV circuit breakers, , two (2) 345 kV phase shifting transformers, two (2) 345 kV shunt capacitor banks, , , and all necessary metering voltage transformers, metering current transformers, disconnect switches, CCVTs, , arresters, and other appurtenant facilities (e.g., meter house, trenches, control cables, and other equipment) . The expansion will be within BLM right-of-way grant N-85210 or within an NVE obtained right-of-way grant to be described in N-82076, as applicable.

Midpoint Substation interconnection - Midpoint is an existing Idaho Power substation that will be expanded to accommodate the SWIP-N transmission line. Details of the expansion have not been finalized but will likely include the addition of a breaker and a half bay, two (2) 500 kV shunt reactors, four (4) 500 kV circuit breakers, all necessary disconnect switches, CCVT’s and arresters. Final configuration details will be defined in an interconnection agreement between Great Basin and Idaho Power.

SNIP 500 kV Transmission Line - the Southern Nevada Intertie Project (SNIP), a single or double circuit 500kV transmission project that extends approximately 58 miles from the Harry Allen Substation to the Eldorado Substation located southwest of Boulder City, Nevada. The project will be constructed within right-of-way grants and easements to be secured from BLM, Bureau of Reclamation, local governmental entities, and private landowners. A portion of the line may be constructed on existing NVE Centennial Phase 3 facilities. The SNIP will include communications facilities. In addition, both the Harry Allen and Eldorado substations will be modified to accommodate interconnection of the SNIP transmission line and associated series compensation.

Schedule 1-4

Transmission Use and Capacity Exchange Agreement

Privileged and Confidential

Execution Version

Schedule 2

MONTHLY PAYMENT FACTORS

Period	Factor
From the ON Line COD to the fifteenth (15th) anniversary of the ON Line COD	0.00838275
From the fifteenth (15th) anniversary of the ON Line COD to the thirtieth (30th) anniversary of the ON Line COD	0.00503158
From the thirtieth (30th) anniversary of the ON Line COD to the forty-first (41st) anniversary of the ON Line COD	0.00118325

Schedule 2-1

Transmission Use and Capacity Exchange Agreement

Privileged and Confidential

Execution Version

Schedule 3

OPERATING ACTIVITIES

The following shall constitute Operating Activities hereunder:

1. Monitoring the performance of, and making operating adjustments to, the Transmission Line, as necessary, in accordance with Prudent Utility Practices and all applicable reliability standards, as amended from time to time, set forth by NERC and/or WECC or their successors;

2. Reviewing routine, preventative, outage and maintenance programs, and coordinating maintenance activities, with Great Basin in respect of the Great Basin Segments;

3. Performing, managing and coordinating technical support as is commercially reasonable and necessary for the operation of the Transmission Line in the ordinary course;

4. Coordinating schedules of any transmission use of the Transmission Line and all outages in accordance with Prudent Utility Practice, including NERC e-Tag standards, WECC scheduling protocols and the business practices of the NVE Parties, and all other applicable reliability standards;

5. Maintaining ON Line, including work (including all labor, supplies, materials and equipment) that is reasonably necessary or advisable for the day-to-day inspection, cleaning, or upkeep of any structure, component, surface, machinery, equipment, fixture or other component of ON Line (or any portion thereof); and

6. To the extent not already addressed by the existing practices or procedures of the NVE Parties, creating operating practices and procedures for the following: (i) operating emergencies; (ii) metering; (iii) scheduling; (iv) losses; (v) inadvertent flows; (vi) curtailment operations; (vii) delivery and accounting of energy; and (viii) coordinating scheduled uses of capacity over the Transmission Line.

Schedule 3-1

Transmission Use and Capacity Exchange Agreement

Privileged and Confidential

Execution Version

Schedule 4

PRIMARY ON LINE AGREEMENTS

A.	Material Construction Contracts

1.	Transmission Line Construction Services Agreement dated as of __________, 2010 by and between Great Basin Transmission, LLC and [ ]

2.	Substation Construction Services Agreement dated as of __________, 2010 by and between Great Basin Transmission, LLC and [ ]

3.	Agreement for the Purchase and Sale of Equipment dated as of __________, 2010 by and between Great Basin Transmission, LLC and Thomas & Betts Corporation for tubular guyed V transmission towers

4.	Agreement for the Purchase and Sale of Equipment dated as of __________, 2010 by and between Great Basin Transmission, LLC and Thomas & Betts Corporation for tubular self supporting transmission towers

5.	Agreement for the Purchase and Sale of Equipment dated as of __________, 2010 by and between Great Basin Transmission, LLC and SAE Towers for lattice transmission towers

6.	Agreement for the Purchase and Sale of Equipment dated as of __________, 2010 by and between Great Basin Transmission, LLC and [ ] for transmission line conductor

7.	Agreement for the Purchase and Sale of Equipment dated as of __________, 2010 by and between Great Basin Transmission, LLC and [ ] for fiber optic ground wire

8.	Agreement for the Purchase and Sale of Equipment dated as of __________, 2010 by and between Great Basin Transmission, LLC and [ ] for 500/345 kV autotransformers

9.	Agreement for the Purchase and Sale of Equipment dated as of __________, 2010 by and between Great Basin Transmission, LLC and [ ] for 500 kV power circuit breakers

10.	Agreement for the Purchase and Sale of Equipment dated as of __________, 2010 by and between Great Basin Transmission, LLC and [ ] for 500 kV shunt reactors

11.	Agreement for the Purchase and Sale of Equipment dated as of __________, 2010 by and between Great Basin Transmission, LLC and [ ] for 500 kV and 345 kV disconnect switches

12.	Agreement for the Purchase and Sale of Equipment dated as of __________, 2010 by and between Great Basin Transmission, LLC and [ ] for 500 kV and 345 kV substation structural steel

Schedule 4-1

Transmission Use and Capacity Exchange Agreement

Privileged and Confidential

Execution Version

13.	Agreement for services of Compliance Inspection Contractor (CIC) dated as of __________, 2010 by and between Great Basin Transmission, LLC and Tetra Tech EC, Inc.

14.	Agreement for services for Cultural Treatment Services dated as of __________, 2010 by and between Great Basin Transmission, LLC and SWCA Environmental Consultants

15.	Agreement for services for Environmental and Biological Monitors dated as of __________, 2010 by and between Great Basin Transmission, LLC and HDR, Inc.

16.	Agreement for services for Quality Assurance Services dated as of __________, 2010 by and between Great Basin Transmission, LLC and [ ]

B.	Interconnection Agreements

1.	Robinson Summit Transmission Interconnection Agreement dated as of __________, 2010 by and among SPPC (in its capacity as the transmission provider), Great Basin Transmission, LLC, SPPC (in its capacity as an owner of ON Line) and NPC (in its capacity as owner of ON Line)

2.	Harry Allen Transmission Interconnection Agreement dated as of __________, 2010 by and among NPC (in its capacity as the transmission provider), Great Basin Transmission, LLC, SPPC (in its capacity as an owner of ON Line) and NPC (in its capacity as owner of ON Line)

C.	Land Contracts

1.	Option to Purchase Easement dated as of April 10, 2006, as amended February 17, 2009, between Bruce A. and Pamela G. Jensen, on the one hand, and Great Basin Transmission, LLC, on the other hand

2.	Grant of Easement dated as of August 2, 2010, between Bruce A. and Pamela G. Jensen, on the one hand, and Great Basin Transmission, LLC, on the other hand

3.	United States Department of the Interior, Bureau of Land Management, Right-of-Way Grant Serial No. NVN-85210

D.	Other Agreements

Cost Recovery Agreement for Construction of BLM Right-of-Way Grant NVN-85210 dated as of __________, 20__, by and between Bureau of Land Management and Great Basin Transmission, LLC [Note: The existing Cost Recovery Agreement is in the process of being separated into two agreements, one relating to ON Line and the other relating to the Great Basin Segments.]

Schedule 4-2

Transmission Use and Capacity Exchange Agreement

Privileged and Confidential

Execution Version

Schedule 5

BUYOUT PRICES

Section 3.07 (Great Basin Abandonment or Delay Buyout Right) :

The purchase price for the NVE Parties purchase of Great Basin’s Ownership Interests pursuant to Section 3.07 shall be determined in accordance with the following formula:

(0.706 * (Capitalized Costs funded by Great Basin + $5,500,000)) + Breakage Costs + Undepreciated Balance

Section 3.08 (30th Anniversary Buyout Right)

The purchase price for the NVE Parties purchase of Great Basin’s Ownership Interests pursuant to Section 3.08 shall be determined in accordance with the following formula:

(0.766 * (Capitalized Costs funded by Great Basin + $5,500,000)) + Undepreciated Balance

Section 3.09(a) (41st Anniversary Buyout Right)

The purchase price for the NVE Parties purchase of Great Basin’s Ownership Interests pursuant to Section 3.09(a) shall be determined in accordance with the following formula:

(0.476 * (Capitalized Costs funded by Great Basin + $5,500,000)) + Undepreciated Balance

Section 3.09(b) (Renewal Right)

In the event the NVE Parties exercise their right to renew all (but not less than all) of each Party’s Capacity Entitlements pursuant to Section 3.09(b) , then the following changes shall be deemed to have been made to this Agreement as of the forty-first (41st) anniversary of the ON Line COD (but this Agreement, and all terms and conditions hereof, shall otherwise remain in full force and effect):

(a)	The formula for Capitalized Component set out in Section 3.06 shall be amended and restated to rea d in its entirety as follows: “Capitalized Component = (0.476 * (Capitalized Costs funded by Great Basin + $5,500,000)) * a factor of 0.00729125”.

(b)

The portion of Section 3.06(a) that is before the proviso shall be amended and restated as follows: “Subject to Sections 3.06(b) and (c) , commencing in the month in which the forty-first (41st) anniversary of the ON Line COD occurs but terminating in the month during which the last day of the renewal period established pursuant to Section 3.09(b) occurs (the “ Monthly Payment Period ”), a monthly amount in Dollars equal to the following (the “ Monthly Payment ”) shall be due and payable to Great Basin”.

Schedule 5-1

Transmission Use and Capacity Exchange Agreement

Privileged and Confidential

Execution Version

Where (in each applicable case) :

Breakage Costs = the aggregate amount of any premiums, penalties, fees and other breakage costs (in each case, based on the difference between U.S. Treasury interest rates in effect at the time of any such buyout and Great Basin’s interest rate or rates under the ON Line Financing Agreements) paid or payable by Great Basin to the ON Line Lenders in connection with the early repayment of the debt portion of any financing provided to Great Basin (or guaranteed) by Western Area Power Administration or the U.S. Department of Energy;

Undepreciated Balance = the sum of the undepreciated balances for (a) any Incremental Cost Differential, (b) Net Capital Repair Costs, (c) Net Event of Loss Costs and (d) Net Condemnation Action Costs, in each case, as funded by Great Basin and determined based on a straight line depreciation schedule over the applicable amortization periods outlined in this Agreement.

Schedule 5-2

Transmission Use and Capacity Exchange Agreement

Privileged and Confidential

Execution Version

Schedule 6

GOVERNMENTAL APPROVAL STATUS

Note: Governmental Approvals listed here are those provided by GBT, not by NVE or any contractor, and does not include FERC approval of IA or this TUA.

Permit/Review	Authority	Description	Completion Date
FEDERAL
NEPA Review and Right-of-Way Grant	USDI Bureau of Land Management (BLM)	NEPA review completed and final EIS issued	July 1993
		Record of Decision issued	Nov. 1994
		ROW grant issued	Dec. 1994
		EA completed & ROW amendment granted	July 2008
		COM Plan approved	Mar. 2009
		COM Plan update approved	Dec. 2009, Aug. 2010
		Notice to Proceed with construction	Aug. 2010
		Partial assignment of ROW grant to NV Energy	Upon Acquisition Closing
Endangered Species Act Section 7 Compliance	US Fish & Wildlife Service	Biological Opinions issued	May 1993, Mar. 1994, Dec. 2007, Amended Jun. 2010, Jul. 2010
National Historic Preservation Act Section 106 Compliance	BLM & Nevada SHPO	Programmatic Agreement signed	Feb. 1990
		Historic Properties Inventory Plan approved	Sept. 2006
		Class III surveys complete	Nov. 2006
		Cultural inventory report filed	May 2007
		Historic Properties Treatment Plan (HPTP) Vol. 1a approval	Dec. 2009
		HPTP Vol. 1b approval	Mar. 2010
		HPTP Vol. 1c approval	Jul. 2010
Determination of No Hazard to Air Navigation	Federal Aviation Administration (FAA)	Submitted notifications for all project features exceeding 200 feet above ground level	Jun. 2010
Determination of No Hazard to Air Navigation	Federal Aviation Administration (FAA)	Determinations issued	Jul. 2010
Clean Water Act Section 404, Nationwide Permit No. 12	U.S. Army Corps of Engineers	Impacts to waters (if any) insufficient to trigger Corps notification requirement; permit coverage is automatic	Aug. 2007
STATE OF NEVADA
Utility Environmental Protection Act (UEPA) – Permit to Construct	Public Utilities Commission of Nevada	UEPA Permit approved	Dec. 2008
	Public Utilities Commission of Nevada	Final permit to construct	Expected Aug. 2010
Clean Water Act - Construction Stormwater Permit (NPDES), including Stormwater Pollution Prevention Plan	Nevada Division of Environmental Protection, Bureau of Water Pollution Control	SWPPP complete, NOI and fee accepted by NDEP, coverage effective under General Permit NVR100000	Apr. 2009

Schedule 6-1

Transmission Use and Capacity Exchange Agreement

Privileged and Confidential

Execution Version


Permit/Review	Authority	Description	Completion Date
Surface Area Disturbance Permit/Dust Control Plan	Nevada Division of Environmental Protection, Bureau of Air Pollution Control	Final Class II Air Quality Operating Permit for Surface Area Disturbance Permit No. AP1629-2551 issued	May 2009
Permit for Occupancy of Nevada Department of Transportation Right-of-Way	Nevada Department of Transportation	Final permits issued for aerial crossings of US-6 and SR-318	May. 2009, renewed May 2010
		Final permits issued for aerial crossings of US-93	Oct. 2009
		Permit for Highway 50 access	Expected Aug. 2010*
LOCAL
Special Use Permit	White Pine County Regional Planning Commission	Special Use Permit approved	Dec. 2008
Special Use Permit	Lincoln County Planning Commission	Special Use Permit approved	Feb. 2009
Special Use Permit	Clark County Planning Commission	Special Use Permit approved	Dec. 2008
Special Use Permit	Clark County Planning Commission	Amendment for alignment shifts at Pardee Homes and Harry Allen	Jul. 2010
Dust Control Permit	Clark County Department of Air Quality and Environmental Management	Dust Control Permit issued	Sept. 2009

*	Denotes items that, pursuant to Section 17.02(d)(ii)(A) , would not be customarily obtained as of the Acquisition Closing Date in light of the then-current stage of construction of ON Line and therefore will not necessarily be obtained by the Acquisition Closing date.

Schedule 6-2

Transmission Use and Capacity Exchange Agreement

Privileged and Confidential

Execution Version

Schedule 7

GREAT BASIN SEGMENTS

SPECIFICATION DEVIATIONS

It is hereby confirmed that the SWIP-N (Southwest Intertie Project - North) and SNIP (Southern Nevada Intertie Project) 500kV transmission lines shall be designed to comply with the same parameters and specification used for the joint transmission line project between NVE and Great Basin Transmission, (i.e. ON Line/SWIP-S), except as indicated below:

Mechanical Design Criteria

SWIP-N

The SWIP-North line will not have loads for NESC Rule 250B Light condition.

SNIP

The SNIP line will not have loads neither for NESC Rule 250B Medium condition, nor for NESC Rule 250D wind and ice condition.

Electrical Design Criteria

The SNIP and SWIP North lines will be designed to the same electrical performance criteria as the ON Line/SWIP-S. These are:

·	Predicted lightning outage rate of no more than 0.8 insulation failures per 100 mile-years

·	Predicted switching surge flashover rate (SSFOR) of no more than one insulation failure per 100 breaker operations

·	Minimum clearances as defined in the 2007 edition of the National Electrical Safety Code (NESC)

·	Working clearances that include minimum approach distances calculated in accordance with IEEE Std 516-2003, IEEE Guide for Maintenance Methods of Energized Power Lines plus space for line workers in accordance with the requirements of the entity maintaining and operating the line.

Schedule 7-1

Transmission Use and Capacity Exchange Agreement

Privileged and Confidential

Execution Version

Annex A

OWNERSHIP PERCENTAGES OF THE PARTIES

Party	Ownership Percentage
Great Basin	75%
NPC	23.75%
SPPC	1.25%
	100%

Annex A-1

Transmission Use and Capacity Exchange Agreement

Privileged and Confidential

Execution Version

GREAT BASIN

DISCLOSURE SCHEDULE

Reference is made to that certain Transmission Use and Capacity Exchange Agreement dated as of August 20, 2010 between Nevada Power Company, d/b/a NV Energy, Sierra Pacific Power Company, d/b/a NV Energy, and Great Basin Transmission, LLC (the “ TUA ”). Capitalized terms used herein and not otherwise defined have the meanings specified in the TUA. This Disclosure Schedule constitutes Great Basin’s initial “Disclosure Schedule” for purposes of the TUA:

In connection with Section 17.01(d) of the TUA, it is noted that, in order to consummate the Acquisition Closing, Great Basin will need to obtain (a) the consent of each third party that is party to each ON Line Agreement listed on Schedule 4 attached to the TUA to the assignment of an interest in such ON Line Agreement by Great Basin to NPC, in each case to the extent such consent is required pursuant to the terms and conditions of such ON Line Agreement (such consents being the “Required Consents” for purposes of the TUA), and (b) in connection with each Governmental Approval listed on Schedule 6 attached to the TUA, the consent or approval of each relevant Governmental Authority to (i) the consummation of the Acquisition Closing and (ii) the issuance of such Governmental Approval in the name of the Parties, in each case to the extent the relevant Governmental Authority requires such consent or approval to be obtained.

With respect to each of the ON Line Agreements listed on Schedule 4 that has not been entered into as of the Effective Date, Great Basin’s ability to assign an interest in such ON Line Agreement to NPC as part of the Acquisition Closing may be addressed within such ON Line Agreement, thereby eliminating the need for a separate Required Consent in connection with such ON Line Agreement.

The Parties acknowledge that FERC Approval and PUCN Approval are required as contemplated by Article II of the TUA.

Regarding Section 17.04 of the TUA, one of more Persons has filed for an interconnection request as listed on the Open Access Same-Time Information System (OASIS) of the NVE Parties.

Great Basin Disclosure Schedule

EXHIBIT 10.2

$600,000,000

CREDIT AGREEMENT

Dated as of April 28, 2010

among

NEVADA POWER COMPANY d/b/a

NV ENERGY,

as Borrower

and

THE LENDERS PARTY HERETO

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent, Swingline Lender and an Issuing Bank

WELLS FARGO SECURITIES, LLC,

BANC OF AMERICA SECURITIES LLC,

RBS SECURITIES INC.,

as Joint Lead Arrangers and Joint Book Managers

BANK OF AMERICA, N.A.

THE ROYAL BANK OF SCOTLAND PLC

each as a Syndication Agent

and

DEUTSCHE BANK SECURITIES INC.

JPMORGAN CHASE BANK, N.A.

each as a Documentation Agent

TABLE OF CONTENTS

ARTICLE I DEFINITIONS AND ACCOUNTING TERMS………………………………………………..............................			1
	Section 1.1	Certain Defined Terms…………………………………………………….............	1
	Section 1.2	Computation of Time Periods; Construction…………………………………...	20
	Section 1.3	Accounting Matters……………………………………………………….............	20
	Section 1.4	Letter of Credit Amounts………………………………………………….............	20
ARTICLE II COMMITMENTS……………………………………………………………………………................................			21
	Section 2.1	Commitments…………………………………………………………………….....	21
	Section 2.2	Fees……………………………………………………………………………….....	21
	Section 2.3	Reduction of the Commitments…………………………………………………..	22
	Section 2.4	Computations of Outstandings……………………………………………...........	22
	Section 2.5	Optional Increase of the Commitments…………………………………………..	23
ARTICLE III LOANS……………………………………………………………………………………….................................			24
	Section 3.1	Revolving Loans…………………………………………………….……………..	24
	Section 3.2	Conversion of Loans……………………………………………………………....	26
	Section 3.3	Interest Periods…………………………………………………………….............	26
	Section 3.4	Other Terms Relating to the Making and Conversion of Loans………………	26
	Section 3.5	Repayment of Loans; Interest…………………………………………………….	29
	Section 3.6	Additional Interest on LIBOR Rate Loans……………………………………….	29
	Section 3.7	Default Rate………………………………………………………………………...	29
	Section 3.8	Swingline Loans…………………………………………………………………....	30
ARTICLE IV LETTERS OF CREDIT……………………………………………………………………...................................			32
	Section 4.1	The Letter of Credit Commitment………………………………………………..	32
	Section 4.2	Procedures for Issuance and Amendment of Letters of Credit, Evergreen Letters Of Credit………………………………………………………………………….....	34
	Section 4.3	Drawings and Reimbursements; Funding of Participations…………………..	35
	Section 4.4	Repayment of Participations……………………………………………………..	37
	Section 4.5	Obligations Absolute……………………………………………………………..	37
	Section 4.6	Role of Issuing Banks…………………………………………………………….	38
	Section 4.7	Applicability of ISP………………………………………………………………..	39
	Section 4.8	Letter of Credit Fees…………………………………………………………….....	39
	Section 4.9	Fronting Fee and Processing Charges Payable to Issuing Banks……………	39
	Section 4.10	Conflict with Issuing Bank Agreements…………………………………………	40
	Section 4.11	Letters of Credit Issued for Subsidiaries………………………………………...	40
ARTICLE V PAYMENTS, COMPUTATIONS AND YIELD PROTECTION…………………………….............................			40
	Section 5.1	Payments and Computations……………………………………………………..	40
	Section 5.2	Interest Rate Determination…………………………………………………….....	41
	Section 5.3	Prepayments………………………………………………………………………..	41
	Section 5.4	Yield Protection………………………………………………………………….....	42
	Section 5.5	Sharing of Payments, Etc…………………………………………………………	44
	Section 5.6	Taxes………………………………………………………………………………...	45
ARTICLE VI CONDITIONS PRECEDENT………………………………………………………………..			47
	Section 6.1	Conditions Precedent to Effectiveness of this Agreement……………………	47
	Section 6.2	Conditions Precedent to Each Extension of Credit……………………………..	49
	Section 6.3	Determinations Under Section 6.1………………………………………………..	50
	Section 6.4	Reliance on Certificates…………………………………………………………....	50
ARTICE VII REPRESENTATIONS AND WARRANTIES………………………………………………..............................			50
	Section 7.1	Representations and Warranties of the Borrower………………………………	50

ARTICLE VIII COVENANTS OF THE BORROWER……………………………………………………................................			57
	Section 8.1	Affirmative Covenants……………………………………………………..............	57
	Section 8.2	Negative Covenants………………………..……………………………………....	60
	Section 8.3	Financial Covenant.………………………………………………………...............	66
ARTICLE IX DEFAULTS…………………………………………………………………………………...................................			66
	Section 9.1	Events of Default…………………………………………………………………....	67
	Section 9.2	Remedies…………………………………………………………………………......	69
	Section 9.3	Rights and Remedies Cumulative; Non-Waiver; etc…………………………….	70
	Section 9.4	Crediting of Payments and Proceeds………………………………………...........	70
	Section 9.5	Administrative Agent May File Proofs of Claim..………………………………..	71
ARTICLE X THE ADMINISTRATIVE AGENT………..…………………………………………………................................			71
	Section 10.1	Appointment and Authority….……………………………………………………	71
	Section 10.2	Rights as a Lender….…………………………………………………………….....	72
	Section 10.3	Exculpatory Provisions.…………………………………………………….............	72
	Section 10.4	Reliance by the Administrative Agent……………………………………………	73
	Section 10.5	Delegation of Duties………………………………………………………………...	73
	Section 10.6	Resignation of Administrative Agent…….……………………………………….	73
	Section 10.7	Non-Reliance on Administrative Agent and Other Lenders...……………….....	74
	Section 10.8	No Other Duties, etc..…………………………………………………………….....	74
	Section 10.9	Collateral and Guaranty Matters………………………………………………….	74
ARTICLE XI MISCELLANEOUS….……………………………………………………………………....................................			75
	Section 11.1	Amendments, Etc…………………..…………………………………..…………..	75
	Section 11.2	Notices, Etc……………………………………………………………………….....	76
	Section 11.3	No Waiver of Remedies………………………………………………………….....	76
	Section 11.4	Costs, Expenses and Indemnification……………………………………………..	76
	Section 11.5	Right of Set-Off; Payments Set Aside...…………………………………………..	78
	Section 11.6	Binding Effect……….……………………………………………………………....	79
	Section 11.7	Successors and Assigns..………………………………………………………….	79
	Section 11.8	Confidentiality……..……………………………………………………………......	82
	Section 11.9	Waiver of Jury Trial……………………………………………...……………….....	83
	Section 11.10	Governing Law; Submission to Jurisdiction...……………………………………	83
	Section 11.11	Relation of the Parties; No Beneficiary..…………………………………………..	84
	Section11.12	Execution in Counterparts….…………………………………………………….....	84
	Section 11.13	Survival of Agreement…….……………………………………………………......	84
	Section 11.14	Survival of Indemnities...…………………………………………………………...	84
	Section 11.15	Patriot Act Notice……………………………………………………………….......	85
	Section 11.16	Severability…………….………………………………………………………….....	85
	Section 11.17	Electronic Execution of Assignments and Certain Other Documents………...	85
	Section 11.18	Defaulting Lenders..……………………………………..……………………….....	85
	Section 11.19	Cash Collateral……………………………………………………………………....	87
	Section 11.20	Press Releases and Related Matters..……………………………………………..	88

Exhibits

EXHIBIT A-1		Form of Revolving Note
EXHIBIT A-2		Form of Swingline Note
EXHIBIT A-3		Form of Notice of Revolving Borrowing
EXHIBIT A-4		Form of Notice of Swingline Borrowing
EXHIBIT B		Form of Notice of Conversion
EXHIBIT C		Form of Assignment and Assumption
EXHIBIT D		Form of Officer’s Certificate
EXHIBIT E		Form of Secretary’s Certificate
EXHIBIT F		Form of Mark-to-Market Exposure Certificate



Schedules

SCHEDULE 1.1(A)		Existing Letters of Credit
SCHEDULE 1.1(B)		Commitments and Percentages
SCHEDULE 7.1(c)		Legal Name, Etc.
SCHEDULE 7.1(d)		Consents, Authorizations, Filings and Notices
SCHEDULE 7.1(f)		Material Litigation
SCHEDULE 7.1(p)		Subsidiaries
SCHEDULE 8.1(d)		Contractual Obligations; Compliance with Law
SCHEDULE 8.2((b)(vi)		Existing Liens
SCHEDULE 8.2(g)		Affiliate Transactions
SCHEDULE 11.2		Certain Addresses for Notices; Applicable Lending Offices

iii

THIS CREDIT AGREEMENT , dated as of April 28, 2010 is made by and among:

(i) Nevada Power Company d/b/a NV Energy, a Nevada corporation (the “ Borrower ”),

(ii) the banks and other financial institutions listed on the signature pages of this Agreement and the other Lenders (as hereinafter defined) and Issuing Banks (as hereinafter defined) from time to time party hereto, and

(iii) Wells Fargo Bank, National Association, as administrative agent (in such capacity, together with its successors and assigns in such capacity, the “ Administrative Agent ”) for the Lenders hereunder, as Swingline Lender and as an Issuing Bank.

PRELIMINARY STATEMENTS

The Borrower has requested that the Lenders provide credit facilities for the purposes set forth herein, and the Lenders are willing to do so on the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties hereto covenant and agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

Section 1 . 1 Certain Defined Terms . As used in this Agreement, the following terms shall have the following meanings:

“ Acquired Debt ” means, with respect to any specified Person, (a) 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 (b) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“ Administrative Agent ” has the meaning assigned to that term in the preamble hereto.

“ Administrative Agent’s Office ” means the Administrative Agent’s address and, as appropriate, account, as set forth on Schedule 11.2 or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.

“ Administrative Questionnaire ” means an administrative questionnaire in a form supplied by the Administrative Agent.

“ Affiliate ” means, as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly, either to (a) vote 10% or more of the securities having ordinary voting power for the election of directors (or persons performing similar functions) of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

“ Aggregate Negative Mark-to-Market Exposure ” means, as of any date of determination, an amount equal to the sum of the Negative Mark-to-Market Exposure existing on such date of determination under each Hedge Agreement without giving effect to any netting other than netting as between two or more Hedge Agreements each by and between the Borrower or any Subsidiary, on the one hand, and the same legal entity (or any Affiliate thereof), on the other hand, that is contractually available to the Borrower or such Subsidiary.

“ Agreement ” means this Credit Agreement, as amended, modified, restated, supplemented or replaced from time to time in accordance with the terms hereof.

“ Applicable Lending Office ” means, with respect to each Lender, (a) such Lender’s Domestic Lending Office, in the case of a Base Rate Loan, and (b) such Lender’s Eurodollar Lending Office, in the case of a LIBOR Rate Loan.

“ Applicable Margin ” means, with respect to Loans, Letters of Credit and the Commitment Fee, the corresponding percentages per annum as set forth below based on the applicable Secured Debt Ratings:

Level	Secured Debt Rating	Applicable LIBOR Rate Margin	Applicable Base Rate Margin	Commitment Fee	Letter of Credit Fee
I	A- or higher from S&P/A3 or higher from Moody’s	1.75%	0.75%	0.20%	1.75%
II	BBB+ from S&P/Baa1 from Moody’s	2.00%	1.00%	0.25%	2.00%
III	BBB from S&P/Baa2 from Moody’s	2.25%	1.25%	0.375%	2.25%
IV	BBB- from S&P/Baa3 from Moody’s	2.75%	1.75%	0.500%	2.75%
V	BB+ or lower from S&P/Ba1 or lower from Moody’s/unrated by S&P and Moody’s	3.00%	2.00%	0.625%	3.00%

In all cases in determining the Applicable Margin, the Commitment Fee and the Letter of Credit Fee, if the Secured Debt Ratings established by the Rating Agencies shall fall within different levels, the applicable Secured Debt Rating shall be based on the higher of the two applicable Secured Debt Ratings unless one of the two applicable Secured Debt Ratings is two or more levels lower than the other, in which case the applicable Secured Debt Rating shall be determined by reference to the level one lower than the higher of the two applicable Secured Debt Ratings. The Applicable Margins, Commitment Fee and Letter of Credit Fee shall be increased or decreased in accordance with this definition upon any change in the applicable Secured Debt Rating, and such increased or decreased Applicable Margins, Commitment Fee and Letter of Credit Fee shall be effective from the date of announcement of any such new Secured Debt Rating until the next such change. The Borrower agrees to notify the Administrative Agent promptly after each change in any Secured Debt Rating. If the rating system of any Rating Agency shall change, or if any such Rating Agency shall cease to be in the business of rating corporate debt obligations, the Borrower and the Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system or the non-availability of Secured Debt Ratings from such Rating Agency

and, pending the effectiveness of any such amendment, the Applicable Margin, the Commitment Fee and the Letter of Credit Fee shall be determined by reference to the Secured Debt Rating most recently in effect prior to such change or cessation.

“ Applicable Rate ” means:

(i) in the case of each Base Rate Loan, a rate per annum equal at all times to the sum of the Base Rate in effect from time to time plus the Applicable Margin in effect from time to time; and

(ii) in the case of each LIBOR Rate Loan comprising part of the same Borrowing, a rate per annum during each Interest Period equal at all times to the sum of the LIBOR Rate for such Interest Period plus the Applicable Margin in effect from time to time during such Interest Period.

“ Approved Fund ” means any Person (other than a natural Person), including, without limitation, any special purpose entity, that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business; provided , that such Approved Fund must be administered, managed or underwritten by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“ Assignee Group ” means two or more Eligible Assignees that are Affiliates of one another or two or more Approved Funds managed by the same investment advisor.

“ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 11.7 ), and accepted by the Administrative Agent, in substantially the form of Exhibit C or any other form approved by the Administrative Agent.

“ Bank of America ” means Bank of America, N.A., a national banking association.

“ BAS ” means Banc of America Securities LLC, in its capacity as a joint lead arranger and joint book manager.

“ Base Rate ” means, at any time, the highest of (a) the Prime Rate, (b) the Federal Funds Rate plus 1/2 of 1% and (c) the LIBOR Base Rate plus 1.0%. Any change in the Base Rate due to a change in any of the foregoing will become effective on the effective date of such change in the Federal Funds Rate, the Prime Rate or the LIBOR Base Rate.

“ Base Rate Loan ” means any Loan bearing interest at a rate based upon the Base Rate as provided in Section 3.5(b)(i) .

“ Board ” means the Board of Governors of the Federal Reserve System of the United States of America (or any successor).

“ Board of Directors ” means (a) with respect to a corporation, the board of directors of the corporation, (b) with respect to a partnership, the Board of Directors of the general partner of the partnership and (c) with respect to any other Person, the board or committee of such Person serving a similar function.

“ Borrower ” has the meaning assigned to that term in the preamble hereto.

“ Borrower Materials ” has the meaning assigned to that term in Section 8.1(g) .

“ Borrowing ” means a borrowing consisting of Loans of the same Type and in the case of LIBOR Rate Loans, having the same Interest Period, and made or Converted on the same day by the Lenders, ratably in accordance with their respective Percentages. Any Borrowing consisting of Loans of a particular Type may be referred to as being a Borrowing of such “ Type ”. All Loans of the same Type and, in the case of LIBOR Rate Loans, having the same Interest Period and made or Converted on the same day shall be deemed a single Borrowing hereunder until repaid or next Converted.

“ Borrowing Limit ” means, as of any date of determination, the lesser of (a) the Commitments and (b) an amount equal to (i) the Commitments minus (ii) Aggregate Negative Mark-to-Market Exposure as of the last day of the calendar month most recently ended as set forth in the certificate of a Responsible Officer of the Borrower delivered pursuant to Section 8.1(b)(iii) ; provided , that , (i) in no event shall the amount calculated in clause (b) above be less than 50% of the Commitments then in effect and (ii) with respect to the determination of the Borrowing Limit on the Closing Date, Aggregate Negative Mark-to-Market Exposure, if any, shall be as set forth in the certificate of a Responsible Officer of the Borrower delivered pursuant to Section 6.1(i) . For the avoidance of doubt, the Borrowing Limit shall be re-calculated as of each calendar month.

“ Business Day ” means (a) for all purposes other than as covered by clause (b) below, a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York, Charlotte, North Carolina or Dallas, Texas are authorized or required by law to close and (b) with respect to all notices and determinations in connection with, and payments of principal and interest on, LIBOR Rate Loans, any day which is a Business Day described in clause (a) and which is also a day for trading by and between banks in Dollar deposits in the interbank eurodollar market.

“ Capital Lease Obligations ” means, with respect to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP; for the purposes of this Agreement, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP.

“ Capital Stock ” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing.

“ Cash Collateralize ” means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Administrative Agent, an Issuing Bank or the Swingline Lender (as applicable) and the Lenders, as collateral for LC Obligations, Obligations in respect of Swingline Loans, or obligations of Lenders to fund participations in respect of either thereof (as the context may require), cash or deposit account balances or, if an Issuing Bank or Swingline Lender benefitting from such collateral shall agree in its sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to (a) the Administrative Agent and (b) an Issuing Bank or the Swingline Lender (as applicable). “ Cash Collateral ” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“ Cash Equivalents ” means (a) United States dollars, (b) 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, (c) 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 commercial bank having capital and surplus in excess of $500,000,000 and a Thomson Bank Watch Rating of “B” or better, (d) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (b) and (c) above entered into with any financial institution meeting the qualifications specified in clause (c) above, (e) 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 (f) money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (a) through (e) of this definition.

“ Change of Control ” means the occurrence of any of the following events: (a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)) shall become, or obtain rights (whether by means or warrants, options or otherwise) to become, the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of more than 20% of the outstanding common stock of NV Energy, Inc.; or (b) NV Energy, Inc. shall cease to own and control, of record and beneficially, directly, 100% of each class of outstanding Capital Stock of the Borrower (other than non-voting preferred Capital Stock of the Borrower in an amount not to exceed 10% of all Capital Stock of the Borrower; provided that such preferred Capital Stock may become voting upon an event of default with respect to such preferred stock) free and clear of all Liens.

“ Closing Date ” means April 28, 2010.

“ Code ” means the Internal Revenue Code of 1986, and the rules and regulations thereunder, each as amended or modified from time to time.

“ Commitment ” means, as to each Lender, its obligation to (a) make Revolving Loans to the Borrower pursuant to Section 2.1 , (b) purchase participations in LC Obligations and (c) purchase participations in Swingline Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 1.1(B) or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

“ Commitment Fee ” has the meaning assigned to that term in Section 2.2(a) .

“ Commitments ” mean the Commitments of all the Lenders. The aggregate principal amount of all the Commitments in effect on the Closing Date is SIX HUNDRED MILLION DOLLARS ($600,000,000).

“ Commonly Controlled Entity ” means an entity, whether or not incorporated, that is under common control with the Borrower within the meaning of Section 4001 of ERISA or is part of a group that includes the Borrower and that is treated as a single employer under Section 414 of the Code.

“ Consolidated ” means, when used with reference to financial statements or financial statement items of any Person, such statements or items on a consolidated basis in accordance with applicable principles of consolidation under GAAP.

“ Consolidated Assets ” means, at any date of determination, the total amount of consolidated assets of the Borrower and its Subsidiaries, as determined in accordance with GAAP.

“ Consolidated Capital ” means, at any date of determination, the sum of (a) Consolidated Indebtedness plus (b) Consolidated equity of the common stockholders of the Borrower and its Subsidiaries plus (c) trust-originated or partnership-originated preferred securities of the Borrower and its Consolidated Subsidiaries plus (d) Consolidated equity of the preference stockholders of the Borrower and its Subsidiaries plus (e) Consolidated equity of the preferred stockholders of the Borrower and its Subsidiaries, calculated as of such date, in the case of clauses (b) through (e) above, in accordance with GAAP.

“ Consolidated Indebtedness ” means, at any date of determination, without duplication, the aggregate Indebtedness of the Borrower and its Consolidated Subsidiaries; provided , however, that Consolidated Indebtedness shall not include junior subordinated debentures issued by the Borrower in connection with the issuance of (a) preferred trust securities or trust-issued preferred securities by any Trust Preferred Vehicle and (b) other similar trust-originated preferred securities by any Subsidiary of the Borrower; provided , that (i) the issuer of such preferred securities lends substantially all of the proceeds from such issuance to the Borrower in exchange for such junior subordinated debentures and (ii) substantially all of the assets of such issuer consist solely of such junior subordinated debentures and payments made from time to time in respect thereof.

“ Contractual Obligation ” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its Property is bound.

“ Conversion ”, “ Convert ” or “ Converted ” refers to a conversion of Loans of one Type into Loans of another Type, or to the selection of a new, or the continuation of the same, Interest Period for Loans, as the case may be, pursuant to Section 3.2 .

“ Debt Ratings Trigger ” means the date which the Borrower shall have obtained a Secured Debt Rating of (a) BBB- or higher from S&P and (b) Baa3 or higher from Moody’s, in each case with a stable or better outlook.

“ Debtor Relief Laws ” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

“ Default ” means any of the events specified in Section 9.1 , whether or not any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“ Defaulting Lender ” means, subject to Section 11.18(b) , any Lender that, as reasonably determined by the Administrative Agent, (a) has failed to perform any of its funding obligations hereunder, including in respect of its Loans or participations in respect of Letters of Credit or Swingline Loans, within three Business Days of the date required to be funded by it hereunder, (b) has notified the Borrower or the Administrative Agent that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder or generally under other agreements in which it commits to extend credit, (c) has failed, within three Business Days after request by the Administrative Agent, to confirm in a manner satisfactory to the Administrative Agent that it will comply with its funding obligations, or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, or (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment; provided that

a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof or the exercise of control over a Lender or any direct or indirect parent thereof by a Governmental Authority or instrumentality thereof.

“ Disposition ” means, with respect to any Property, any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition thereof; and the terms “ Dispose ” and “ Disposed of ” shall have correlative meanings.

“ Dollars ” and the sign “$” each means lawful money of the United States.

“ Domestic Lending Office ” means, with respect to any Lender, the office of such Lender or Affiliate of such Lender specified as its “Domestic Lending Office” opposite its name on Schedule 11.2 hereto or in the Assignment and Assumption pursuant to which it became a Lender, or such other office of such Lender or Affiliate of such Lender as such Lender may from time to time specify in writing to the Borrower and the Administrative Agent.

“ Eligible Assignee ” means any Person that meets the requirements to be an assignee under Sections 11.7(b)(iii) , (v) , (vi) and (vii) (subject to such consents, if any, as may be required under Section 11.7(b)(iii) ).

“ Environmental Laws ” means any and all laws, rules, orders, regulations, statutes, ordinances, guidelines, codes, decrees, or other legally enforceable requirements (including, without limitation, common law) of any international authority, foreign government, the United States, or any state, local, municipal or other governmental authority, regulating, relating to or imposing liability or standards of conduct concerning protection of the environment or of human health, or employee health and safety, as has been, is now, or may at any time hereafter be, in effect. For the avoidance of doubt, the Nevada Renewable Energy Portfolio Standard shall not constitute an Environmental Law.

“ Environmental Liability ” means, with respect to any Person, any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of such Person or any of its Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Materials of Environmental Concern, (c) exposure to any Materials of Environmental Concern, (d) the release or threatened release of any Materials of Environmental Concern into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“ Environmental Permits ” means any and all permits, licenses, approvals, registrations, notifications, exemptions and other authorizations required under any Environmental Law.

“ 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).

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ Eurocurrency Liabilities ” has the meaning assigned to that term in Regulation D of the Board, as in effect from time to time.

hereto or in the Assignment and Assumption pursuant to which it became a Lender (or, if no such office or Affiliate is specified, its Domestic Lending Office), or such other office of such Lender or Affiliate of such Lender as such Lender may from time to time specify in writing to the Borrower and the Administrative Agent.

“ Eurodollar Reserve Percentage ” means, for any day, the percentage (expressed as a decimal and rounded upwards, if necessary, to the next higher 1/100th of 1%) which is in effect for such day as prescribed by the Board of Governors of the Federal Reserve system (or any successor) for determining the maximum reserve requirement (including, without limitation, any basic, supplemental or emergency reserves) in respect of eurocurrency liabilities or any similar category of liabilities for a member bank of the Federal Reserve System in New York City.

“ Event of Default ” means any of the events specified in Section 9.1 , provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“ Evergreen Letter of Credit ” means any Letter of Credit that, by its terms, provides that it shall be automatically renewed or extended for a stated period of time at the end of its then scheduled expiration date unless the applicable Issuing Bank notifies the beneficiary thereof prior to such expiration date that such Issuing Bank elects not to renew or extend such Letter of Credit.

“ Excess Net Proceeds ” has the meaning set forth in Section 8.2(d) .

“ Existing Letter of Credit ” means each of the letters of credit set forth on Schedule 1.1(A) .

“ Existing NPC Credit Agreement ” means that certain Second Amended and Restated Credit Agreement dated as of November 4, 2005 by and among Nevada Power Company, as the borrower, Wachovia Bank, National Association as the administrative agent, an issuing bank and a lender and the other lenders from time to time party thereto, as amended or otherwise modified from time to time.

“ Extension of Credit ” means, as to any Lender at any time, (a) an amount equal to the sum of (i) the Outstanding Amount of all Revolving Loans made by such Lender plus (ii) such Lender’s Percentage of the Outstanding Amount of all LC Obligations plus (iii) such Lender’s Percentage of the Outstanding Amount of all Swingline Loans or (b) the making of any Loan by such Lender or the issuance, extension or renewal of, or participation in, a Letter of Credit by such Lender.

“ Federal Funds Rate ” means, the rate per annum (rounded upwards, if necessary, to the next higher 1/100th of 1%) representing the daily effective federal funds rate as quoted by the Administrative Agent and confirmed in Federal Reserve Board Statistical Release H.15 (519) or any successor or substitute publication selected by the Administrative Agent. If, for any reason, such rate is not available, then “Federal Funds Rate” shall mean a daily rate which is determined, in the opinion of the Administrative Agent, to be the rate at which federal funds are being offered for sale in the national federal funds market at 9:00 a.m. Rates for weekends or holidays shall be the same as the rate for the most immediately preceding Business Day.

“ Fee Letters ” means (a) that certain letter agreement, dated March 22, 2010, among the Borrower, SPPC, Wells Fargo Bank, WFS, Bank of America and BAS, as amended from time to time, (b) that certain letter agreement, dated March 22, 2010, among the Borrower, SPPC, RBS and RBS Securities, as amended from time to time and (c) that certain letter agreement, dated as of the date hereof, among the Borrower and Union Bank, as amended from time to time.

“ Foreign Lender ” means any Lender that is organized under the laws of a jurisdiction other than that in which the Borrower is located. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“ Fronting Exposure ” means, at any time there is a Defaulting Lender, (a) with respect to an Issuing Bank, such Defaulting Lender’s Percentage of the outstanding LC Obligations other than LC Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swingline Lender, such Defaulting Lender’s Percentage of Swingline Loans other than Swingline Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof.

“ GAAP ” means generally accepted accounting principles in the United States of America as in effect from time to time.

“ General and Refunding Mortgage Bonds ” means, collectively, (a) the Borrower’s General and Refunding Mortgage Bonds, Series W, due on the Maturity Date, issued as of the Closing Date to the Administrative Agent under the General and Refunding Mortgage Indenture and any supplemental indenture or Officer’s Certificate related thereto, in the aggregate principal amount of $600,000,000, and (b) any additional General and Refunding Mortgage Bonds issued by the Borrower to the Administrative Agent under the General and Refunding Mortgage Indenture and any supplemental indentures or Officer’s Certificate related thereto in connection with any increase in the Commitments pursuant to Section 2.5 , in each case as collateral securing the Obligations.

“ General and Refunding Mortgage Indenture ” means the General and Refunding Mortgage Indenture, dated as of May 1, 2001, between the Borrower and The Bank of New York Mellon Trust Company, N.A. (successor to The Bank of New York Mellon), as trustee, as the same may be amended, modified or supplemented from time to time.

“ Governmental Authority ” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, bureau, instrumentality, regulatory body, court, tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“ 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.

“ Hedge Agreements ” means, with respect to any Person, the collective reference to any of the following: (a) interest rate swap agreements, interest rate cap agreements, interest rate collar agreements and any other agreements designed to protect such Person against fluctuations in interest rates with respect to Indebtedness incurred and not for purposes of speculation, (b) foreign exchange contracts and currency protection agreements entered into with one of more financial institutions designed to protect such Person against fluctuations in currency exchange rates with respect to Indebtedness incurred and not for purposes of speculation, (c) any commodity futures contract, commodity option or other similar agreement or arrangement designed to protect against fluctuations in the price of commodities used by such Person at the time and (d) other agreements or arrangements designed to protect such Person against fluctuations in interest rates or currency exchange rates. The term “ Hedge Agreements ”, for the

avoidance of doubt, shall exclude any forward energy purchase or sale contracts or similar arrangements entered into by the Borrower or its Subsidiaries.

“ Hedging Obligations ” means, with respect to any Person, all existing or future payment and other obligations owing by such Person under any Hedge Agreement (which such Hedge Agreement is permitted hereunder) with any Person that is a Lender or an Affiliate of a Lender, in each case at the time such Hedge Agreement is executed.

“ Honor Date ” has the meaning assigned to that term in Section 4.3(a) .

“ Indebtedness ” means, with respect to any Person, any indebtedness of such Person, whether or not contingent (a) in respect of borrowed money, (b) evidenced by notes, bonds, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof), (c) in respect of banker’s acceptances, (d) representing Capital Lease Obligations, (e) 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 arising in the ordinary course of business that is (i) less than $1,000,000 or (ii) not more than one hundred twenty (120) days past due or (f) representing any Net Hedging Obligations, if and to the extent any of the preceding items (other than letters of credit and Net Hedging Obligations) would appear as a liability upon a balance sheet of such Person prepared in accordance with GAAP. In addition, the term “ Indebtedness ” includes all Indebtedness of others secured by a Lien on any asset of such Person (whether or not such Indebtedness is assumed by such Person) and, to the extent not otherwise included, the Guarantee by such Person of any indebtedness of any other Person. The amount of any Indebtedness outstanding as of any date will be (x) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount, and (y) 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.

“ Indemnitee ” has the meaning assigned to that term in Section 11.4(b) .

“ Information ” has the meaning assigned to that term in Section 11.8 .

“ Insolvency ” means, with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245 of ERISA; and the term “ Insolvent ” shall have a correlative meaning (pertaining to a condition of Insolvency).

“ Intellectual Property ” means the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including, without limitation, copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses, technology, know-how and processes, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

“ Interest Period ” has the meaning assigned to that term in Section 3.3 .

“ 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), or 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 Borrower or any Subsidiary of the Borrower sells or otherwise disposes of any Equity Interests of any

direct or indirect Subsidiary of the Borrower such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of the Borrower, the Borrower will be deemed to have made an Investment on the date of any such sale or disposition. The acquisition by the Borrower or any Subsidiary of the Borrower of a Person that holds an Investment in a third Person will be deemed to be an Investment by the Borrower or such Subsidiary in such third Person.

“ ISP98 ” means the International Standby Practices (1998 Revision, effective January 1, 1999), International Chamber of Commerce Publication No. 590 (or such later version thereof as may be in effect at the time of issuance of any Letter of Credit.

“ Issuing Banks ” means, collectively, Wells Fargo Bank, Bank of America and RBS, in their respective capacities as issuers of Letters of Credit under this Agreement (or any successors thereto) and “ Issuing Bank ” means any one of them. Notwithstanding the foregoing, Union Bank shall be the Issuing Bank with respect to the Existing Letters of Credit.

“ Issuing Bank Agreement ” means, with respect to any Letter of Credit, the collective reference to (a) an agreement between an Issuing Bank and the Borrower, providing for the issuance of one or more Letters of Credit, in support of (i) the Borrower’s obligations owing to gas, electric power or other energy suppliers or (ii) other general corporate activities of the Borrower and (b) any other document, agreement and instrument entered into by such Issuing Bank and the Borrower (or any Subsidiary) or in favor of such Issuing Bank and relating to any such Letter of Credit. In the event of any conflict between the terms of this Agreement and the terms of any Issuing Bank Agreement, the terms of this Agreement shall control and such conflicting terms under such Issuing Bank Agreement shall be of no force or effect.

“ Joint Lead Arrangers ” means the collective reference to Wells Fargo Securities, BAS and RBS Securities in their respective capacities as joint lead arrangers and joint book managers.

“ LC Advance ” means, with respect to each Lender, such Lender’s funding of its participation in any LC Borrowing in accordance with its Percentage.

“ LC Borrowing ” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Borrowing of Revolving Loans.

“ LC Credit Extension ” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

“ LC Obligations ” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all LC Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.4 . For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP98, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“ Lenders ” means the banks and other financial institutions listed on the signature pages hereof as lenders (including, without limitation, any Issuing Bank), each Eligible Assignee that shall become a party hereto pursuant to Section 11.7 and, as the context requires, the Swingline Lender.

“ Letter of Credit ” means (a) any letter of credit issued hereunder and (b) any Existing Letter of Credit. A Letter of Credit may be a commercial or direct pay letter of credit or a standby letter of credit.

“ Letter of Credit Application ” means an application and agreement for the issuance or amendment of a letter of credit in the form from time to time in use by the applicable Issuing Bank.

“ Letter of Credit Expiration Date ” means with respect to any Letter of Credit the earlier of (a) one (1) year after the date of issuance of such Letter of Credit and (b) five (5) Business Days prior to the Maturity Date.

“ Letter of Credit Fee ” has the meaning assigned to that term in Section 4.8 .

“ Letter of Credit Sublimit ” means, as of any date of determination, the lesser of (a) the greater of (i) THREE HUNDRED MILLION DOLLARS ($300,000,000) and (ii) fifty percent (50%) of the aggregate amount of the Commitments then in effect and (b) the Commitments. The Letter of Credit Sublimit is part of, and not in addition to, the Commitments.

“ LIBOR Base Rate ” means:

(a) for any Interest Period with respect to a LIBOR Rate Loan, the rate of interest per annum determined on the basis of the rate for deposits in Dollars in minimum amounts of at least $5,000,000 for a period equal to the applicable Interest Period, as published by Reuters at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of the applicable Interest Period (rounded upward, if necessary, to the nearest 1/100th of 1%). If, for any reason, such rate is not available, then the “LIBOR Base Rate” shall be determined by the Administrative Agent to be the arithmetic average of the rate per annum at which deposits in Dollars in minimum amounts of at least $5,000,000 would be offered by first class banks in the London interbank market to the Administrative Agent at approximately 11:00 a.m. (London time) two (2) Business Days prior to the first day of the applicable Interest Period for a period equal to such Interest Period. Each calculation by the Administrative Agent of the LIBOR Base Rate shall be conclusive and binding for all purposes, absent manifest error; and

(b) for any interest rate calculation with respect to a Base Rate Loan, the rate of interest per annum determined on the basis of the rate for deposits in Dollars in minimum amounts of at least $5,000,000 for a term of one month commencing that day, as published by Reuters at approximately 11:00 a.m. (London time) two (2) Business Days prior to the date of determination (rounded upward, if necessary, to the nearest 1/100th of 1%). If, for any reason, such rate is not available, then the “LIBOR Base Rate” shall be determined by the Administrative Agent to be the arithmetic average of the rate per annum at which deposits in Dollars in minimum amounts of at least $5,000,000 would be offered by first class banks in the London interbank market to the Administrative Agent at approximately 11:00 a.m. (London time) on the date of determination for a term equal to one month. Each calculation by the Administrative Agent of the LIBOR Base Rate shall be conclusive and binding for all purposes, absent manifest error.

“ LIBOR Rate ” means a rate per annum (rounded upwards, if necessary, to the next higher 1/100th of 1%) determined by the Administrative Agent pursuant to the following formula:

LIBOR Rate = LIBOR Base Rate

1.00-Eurodollar Reserve Percentage

“ LIBOR Rate Loan ” means any Loan bearing interest at a rate based upon the LIBOR Rate.

“ 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.

“ Loan ” means an extension of credit by a Lender to the Borrower under Article III in the form of a Revolving Loan or a Swingline Loan.

“ Loan Documents ” means this Agreement, any Note, each Subsidiary Guarantee, if any, each Issuing Bank Agreement, the Officer’s Certificate, the General and Refunding Mortgage Bonds and each Fee Letter, and each other document, instrument, certificate and agreement executed and delivered by the Borrower or any Subsidiary thereof in connection with this Agreement, including any certificates provided pursuant to this Agreement (excluding any Hedge Agreement and any Treasury Management Agreement), all as may be amended, restated, supplemented or otherwise modified from time to time.

“ Material Adverse Effect ” means a material adverse effect on (a) the business, assets, property, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole or (b) the validity or enforceability of this Agreement or any of the other Loan Documents or the rights or remedies of the Administrative Agent, the Issuing Banks or the Lenders hereunder or thereunder.

“ Materials of Environmental Concern ” means any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products, polychlorinated biphenyls, urea-formaldehyde insulation, asbestos, pollutants, contaminants, radioactivity, and any other substances or forces of any kind, whether or not any such substance or force is defined as hazardous or toxic under any Environmental Law, that is regulated pursuant to or could give rise to liability under any Environmental Law.

“ Maturity Date ” means April 28, 2013.

“ Moody’s ” means Moody’s Investors Service, Inc. or any successor thereto.

“ Mortgaged Property ” has the meaning assigned to that term in the General and Refunding Mortgage Indenture.

“ Multiemployer Plan ” means a Plan that is a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“ Negative Mark-to-Market Exposure ” means the mark-to-market exposure of the Borrower or any of its Subsidiaries in connection with a Hedge Agreement with any current Lender or Affiliate of a current Lender (or any Person that was a Lender or Affiliate of a Lender at the time such Hedge Agreement was executed) that would cause a liability to the Borrower or any such Subsidiary, as calculated by the Borrower and provided in a certificate to the Administrative Agent pursuant to Section 8.1(b)(iii) or Section 6.1(i) , in each case in form and substance reasonably acceptable to the Administrative Agent.

“ Net Hedging Obligations ” means, as of any date, any net obligations associated with the Termination Value of any such Hedge Agreement on such date.

“ Net Proceeds ” means the aggregate cash proceeds received by the Borrower or any Subsidiary in respect of any Disposition, net of (a) direct costs incurred in connection therewith (including, without limitation, legal, accounting and investment banking fees, and sales commissions) and (b) taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax

sharing arrangements); it being understood that “Net Proceeds” shall include, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received by the Borrower or any Subsidiary in any Disposition.

“ Note ” or “ Notes ” means the Revolving Notes and the Swingline Note, individually or collectively, as appropriate.

“ Notice of Borrowing ” means a Notice of Revolving Borrowing or a Notice of Swingline Borrowing, as the case may be.

“ Notice of Revolving Borrowing ” has the meaning assigned to that term in Section 3.1(a) .

“ Notice of Swingline Borrowing ” has the meaning assigned to that term in Section 3.8(b) .

“ OECD ” means the Organization for Economic Cooperation and Development.

“ Obligations ” means the unpaid principal of and interest on (including, without limitation, interest accruing after the maturity of the Loans and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) the Loans and all other obligations and liabilities (including any Hedging Obligations and any Treasury Management Obligations) of the Borrower to (a) the Administrative Agent, (b) any Issuing Bank, (c) the Swingline Lender, (d) any Lender and (e) in the case of Hedging Obligations and Treasury Management Obligations, (i) any current Lender or Affiliate of any current Lender and (ii) any Person who was a Lender or an Affiliate of any Lender at the time such Hedge Agreement or Treasury Management Agreement is executed, in each case, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any Note, any Letter of Credit, any other Loan Document, any Hedge Agreement between the Borrower and (x) any current Lender or any Affiliate of a current Lender or (y) any Person who was a Lender or an Affiliate of a Lender at the time such Hedge Agreement was executed), any Treasury Management Agreement between the Borrower and (x) any current Lender or any Affiliate of a current Lender or (y) any Person who was a Lender or an Affiliate of a Lender at the time such Treasury Management Agreement was executed, or any other document made, delivered or given in connection herewith or therewith, whether on account of principal, interest, fees, indemnities, costs, expenses (including, without limitation, all fees, charges and disbursements of counsel to the Administrative Agent, any Issuing Bank or any Lender that are required to be paid by the Borrower pursuant hereto) or otherwise.

“ OFAC ” means the U.S. Department of the Treasury’s Office of Foreign Assets Control.

“ Officer’s Certificate ” means an “Officer’s Certificate” (as defined in the General and Refunding Mortgage Indenture) setting forth the terms of each series of the General and Refunding Mortgage Bonds, executed by a duly authorized officer of the Borrower and authenticated by the trustee under the General and Refunding Mortgage Indenture.

“ Outstanding Amount ” means (a) with respect to any Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of any Loans occurring on such date; and (b) with respect to any LC Obligations on any date, the amount of such LC Obligations on such date after giving effect to any LC Credit Extension occurring on such date and any other changes in the aggregate amount of the LC Obligations as of such date, including as a result of any reimbursements by the Borrower of Unreimbursed Amounts.

“ Participant ” has the meaning assigned to that term in Section 11.7(d) .

“ Patriot Act ” shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)), as amended or modified from time to time.

“ Payment Amounts ” has the meaning assigned to that term in Section 9.1(e) .

“ PBGC ” means, the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).

“ Percentage ” means with respect to any Lender at any time, with respect to such Lender’s Commitment at any time, the percentage of the Commitments represented by such Lender’s Commitment at such time; provided that if the commitment of each Lender to make Revolving Loans and the obligation of the Issuing Banks to make LC Credit Extensions have been terminated pursuant to Section 9.2 or if the Commitments have expired, then the Percentage of each Lender shall be determined based on the Percentage of such Lender most recently in effect, giving effect to any subsequent assignments. The initial Percentage of each Lender is set forth opposite the name of such Lender on Schedule 1.1(B) or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable.

“ Permitted Business ” has the meaning assigned to that term in Section 8.2(d)(viii)(C)(2) .

“ Permitted Liens ” has the meaning assigned to that term in Section 8.2(b) .

“ Person ” means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

“ Plan ” means, at a particular time, any employee benefit plan that is covered by ERISA and in respect of which the Borrower or a Commonly Controlled Entity is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“ Platform ” has the meaning assigned to that term in Section 8.1(g) .

“ Prime Rate ” means, at any time, the rate of interest per annum publicly announced or otherwise identified from time to time by Wells Fargo Bank at its principal office in Charlotte, North Carolina as its prime rate. Each change in the Prime Rate shall be effective as of the opening of business on the day such change in the Prime Rate occurs. The parties hereto acknowledge that the rate announced publicly by Wells Fargo Bank as its Prime Rate is an index or base rate and shall not necessarily be its lowest or best rate charged to its customers or other banks.

“ Pro Forma Basis ” means, with respect to compliance with Section 8.2(a) or Section 8.2(e) , for purposes of calculating the financial covenant set forth in Section 8.3 , the incurrence of Indebtedness or the declaring or making of a Restricted Payment shall be deemed to have occurred as of the last day of the most recent fiscal quarter period preceding the date of such incurrence of Indebtedness or declaring or making of such Restricted Payment for which financial statements were delivered pursuant to Section 8.1(a) .

“ Property ” means any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, including, without limitation, Capital Stock.

“ PUCN ” means the Public Utilities Commission of Nevada, or any successor agency.

“ Public Lender ” has the meaning assigned to that term in Section 8.1(g) .

“ Rating Agencies ” means the collective reference to S&P and Moody’s.

“ RBS ” means The Royal Bank of Scotland plc.

“ RBS Securities ” means RBS Securities Inc. in its capacity as a joint lead arranger and joint book manager.

“ Register ” has the meaning assigned to that term in Section 11.7(c) .

“ Regulation U ” means Regulation U of the Board as in effect from time to time.

“ Related Parties ” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, partners, employees and agents of such Person and of such Person’s Affiliates.

“ Reorganization ” means, with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of Section 4241 of ERISA.

“ Reportable Event ” means any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty day notice period is waived under subsections .27, .28, .29, .30, .31, .32, .34 or .35 of PBGC Reg. § 4043.

“ Request for Credit Extension ” means (a) with respect to a Borrowing of Revolving Loans, a Notice of Revolving Borrowing, (b) with respect to an LC Credit Extension, a Letter of Credit Application, (c) with respect to a Borrowing of Swingline Loans, a Notice of Swingline Borrowing and (d) with respect to a conversion or continuation of Loans, a Notice of Conversion.

“ Required Lenders ” means, at any time, Lenders holding in the aggregate more than 50% of (a) the unfunded Commitments, the outstanding Loans, LC Obligations and participations therein or (b) if the Commitments have been terminated, the outstanding Loans, LC Obligations and participations therein. The unfunded Commitments of, and the outstanding Loans, LC Obligations and participations therein and in Swingline Loans held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders. Any determination of those Lenders constituting the Required Lenders shall be made by the Administrative Agent and shall be conclusive and binding on all parties absent manifest error.

“ Requirement of Law ” means, as to any Person, the Certificate of Incorporation and By Laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its Property or to which such Person or any of its Property is subject.

“ Responsible Officer ” means the chief executive officer, president, senior vice-president, vice-president, chief financial officer, treasurer or assistant treasurer of the Borrower, but in any event, with respect to financial matters, the chief financial officer or the treasurer of the Borrower.

“ Restricted Payments ” has the meaning assigned to such term in Section 8.2(e) .

“ Revolving Credit Termination Date ” means the earlier to occur of (i) the Maturity Date and (ii) the date of termination or reduction in whole of the Commitments pursuant to Section 2.3 or Section 9.2 .

“ Revolving Loan ” means a loan by a Lender to the Borrower pursuant to Section 3.1 (or deemed made pursuant to Section 4.4 ) and refers to a Base Rate Loan or a LIBOR Rate Loan (each of which shall be a “Type” of Loan). All Loans by a Lender of the same Type, having the same Interest Period and made or Converted on the same day shall be deemed to be a single Revolving Loan by such Lender until repaid or next Converted.

“ Revolving Note ” means any promissory note of the Borrower payable to the order of a Lender (and, if requested, its registered assigns), evidencing the Revolving Loans made by such Lender, substantially in the form of Exhibit A-1 , and any amendments, supplements, and modifications thereto, any substitutes therefor, and any replacements, restatements, renewals or extension thereof; in whole or in part and “ Revolving Notes ” means any or all of the foregoing.

“ S&P ” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., or any successor thereto.

“ Sanctioned Entity ” means (a) a country or a government of a country, (b) an agency of the government of a country, (c) an organization directly or indirectly controlled by a country or its government, or (d) a person or entity resident in or determined to be resident in a country, that is subject to a country sanctions program administered and enforced by OFAC.

“ Sanctioned Person ” means a person named on the list of Specially Designated Nationals maintained by OFAC.

“ SEC ” means the Securities and Exchange Commission (or successors thereto or an analogous Governmental Authority).

“ Secured Debt Rating ” means, as of any date of determination, the Borrower’s senior secured long term debt rating as determined by each of the Rating Agencies to be in effect as of such date.

“ Single Employer Plan ” means any Plan that is covered by Title IV of ERISA, but which is not a Multiemployer Plan.

“ Solvent ” means, with respect to any Person, as of any date of determination, (a) the amount of the “present fair saleable value” of the assets of such Person will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise”, as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (b) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its debts as such debts become absolute and matured, (c) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business, and (d) such Person will be able to pay its debts as they mature. For purposes of this definition, (i) “debt” means liability on a “claim”, and (ii) “claim” means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a

right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured.

“ SPPC ” means Sierra Pacific Power Company d/b/a NV Energy, a Nevada corporation.

“ SPPC Credit Agreement ” means that certain Credit Agreement, dated as of the Closing Date, by and among SPPC, as the borrower, Bank of America, as the administrative agent, swingline lender, an issuing bank and a lender and the other lenders and issuing banks from time to time party thereto, as amended or otherwise modified.

“ 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 will 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.

“ Subordinated Debt ” means any debt (including without limitation any guarantee) that is subordinated to the prior payment of the Loans and other Obligations.

“ Subsidiary ” means, as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the Board of Directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower.

“ Subsidiary Guarantee ” means any Guarantee of the Loans and other Obligations to be executed by any Subsidiary of the Borrower pursuant to Section 8.2(n) .

“ Subsidiary Guarantor ” means any Subsidiary of the Borrower that executes a Subsidiary Guarantee, and its successors and assigns.

“ Swingline Lender ” means Wells Fargo Bank, in its capacity as a provider of Swingline Loans, or any successor swingline lender hereunder.

“ Swingline Loan ” has the meaning set forth in Section 3.8(a) .

“ Swingline Note ” means the promissory note of the Borrower payable to the order of the Swingline Lender (and, if requested, its registered assigns), evidencing the Swingline Loans made by the Swingline Lender, substantially in the form of Exhibit A-2 , and any amendments, supplements, and modifications thereto, any substitutes therefor, and any replacements, restatements, renewals or extension thereof; in whole or in part.

“ Swingline Sublimit ” means the lesser of (a) FIFTY MILLION DOLLARS ($50,000,000) and (b) the Commitments. The Swingline Sublimit is part of, and not in addition to, the Commitments.

“ Termination Value ” means, in respect of any one or more Hedge Agreements after taking into account the effect of any legally enforceable netting agreement relating to such Hedge Agreement, (x) for any date on or after the date such Hedge Agreement has been closed out and termination value(s)

determined in accordance therewith, such termination value(s), and (y) for any date prior to the date referenced in clause (x), the amount(s) determined as the mark-to-market value(s) for such Hedge Agreement, as determined based upon one or more readily available quotations provided by any recognized dealer in such Hedge Agreement (which may include a Lender or any Affiliate of a Lender). Notwithstanding the foregoing, any calculation of the aggregate Termination Value shall exclude any Termination Value of Hedge Agreements that are accounted for by the Borrower as regulatory assets or liabilities or risk management assets or liabilities pursuant to Financial Accounting Standards Board Statement No. 71.

“ Total Revolving Outstandings ” means the aggregate Outstanding Amount of all Revolving Loans, all Swingline Loans and all LC Obligations.

“ Trading With the Enemy Act ” has the meaning assigned to that term in Section 7.1(y) .

“ Treasury Management Agreement ” means any agreement governing the provision of treasury or cash management services, including deposit accounts, overdraft, credit or debit card, funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other cash management services.

“ Treasury Management Obligations ” means with respect to any Person, all existing or future payment and other obligations owing by such Person under any Treasury Management Agreement with any Person that is a Lender or an Affiliate of a Lender, in each case at the time such Treasury Management Agreement is executed.

“ Trust Preferred Vehicle ” means any trust, the only assets of which are Subordinated Debt of the Borrower, and which are substantially similar (except for such changes to the terms of any such trust preferred vehicle to adopt terms that are customary in the trust preferred vehicles market at the time of formation of any such trust preferred vehicle) to trust preferred vehicles of the Borrower entered into within the five (5) years immediately preceding the Closing Date.

“ Type ” has the meaning assigned to such term (i) in the definition of “Revolving Loan” when used in such context and (ii) in the definition of “Borrowing” when used in such context.

“ Union Bank ” means Union Bank, N.A.

“ Unreimbursed Amount ” has the meaning assigned to that term in Section 4.3(a) .

“ Weighted Average Life to Maturity ” means, when applied to any Indebtedness at any date, the number of years obtained by dividing (a) the sum of the products obtained by multiplying (i) 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 (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (b) the then outstanding principal amount of such Indebtedness.

“ Wells Fargo Bank ” means Wells Fargo Bank, National Association, a national banking association, and its successors.

“ WFS ” means Wells Fargo Securities, LLC, in its capacity as a joint lead arranger and joint book manager.

Section 1.2 Computation of Time Periods; Construction .

(a) Unless otherwise indicated, each reference in this Agreement to a specific time of day is a reference to Eastern Standard Time or Eastern Daylight Time, as applicable. In the computation of periods of time under this Agreement, any period of a specified number of days or months shall be computed by including the first day or month occurring during such period and excluding the last such day or month. Unless the context requires otherwise, in the case of a period of time “from” a specified date “to” or “until” a later specified date, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”.

(b) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes”, and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, and (iv) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement.

Section 1.3 Accounting Matters .

(a) All accounting terms not specifically defined herein shall be construed in accordance with GAAP, applied in a manner consistent with those applied in the preparation of the financial statements referred to in Section 8.1(a) .

(b) If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

(c) Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

Section 1.4 Letter of Credit Amounts . Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided , however , that with respect to any Letter of Credit that, by its terms or the terms of

any Issuing Agreement related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

ARTICLE II

COMMITMENTS

Section 2 . 1 Commitments . Subject to the terms and conditions set forth herein, each Lender severally agrees to make Revolving Loans to the Borrower in Dollars from time to time on any Business Day during the period from the Closing Date to the Revolving Credit Termination Date in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided , however , that after giving effect to any Borrowing of Revolving Loans, (i) the Total Revolving Outstandings shall not exceed the Borrowing Limit and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Percentage of the Outstanding Amount of all LC Obligations plus such Lender’s Percentage of the Outstanding Amount of all Swingline Loans shall not exceed such Lender’s Commitment. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.1 , prepay under Section 5.3 , and reborrow under this Section 2.1 . Revolving Loans may be Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as further provided herein, provided , however , all Borrowings made on the Closing Date shall be made as Base Rate Loans.

Section 2 . 2 Fees .

(a) The Borrower shall pay to the Administrative Agent, for the account of each Lender in accordance with its Percentage, a commitment fee (the “ Commitment Fee ”) at a rate per annum equal to the product of (i) the Applicable Margin times (ii) the actual daily amount by which the Commitments exceed the sum of (y) the Outstanding Amount of Revolving Loans and (z) the Outstanding Amount of LC Obligations. The Commitment Fee shall accrue at all times from the Closing Date until the Revolving Credit Termination Date, including at any time during which one or more of the conditions in Article VI is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving Credit Termination Date; provided , that (A) no Commitment Fee shall accrue on the Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender and (B) any Commitment Fee accrued with respect to the Commitment of a Defaulting Lender during the period prior to the time such Lender became a Defaulting Lender and unpaid at such time shall not be payable by the Borrower so long as such Lender shall be a Defaulting Lender. The Commitment Fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Margin during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. For purposes of clarification, Swingline Loans shall not be considered outstanding for purposes of determining the unused portion of the Commitments.

(b) In addition to the fees provided for in subsection (a) above and Sections 4.8 and 4.9 , the Borrower shall pay to the Administrative Agent, for its own account, such other fees as are provided for in the Fee Letters, in the amounts and at the times specified therein.

Section 2 . 3 Reduction of the Commitments .

(a) The Commitments (i) shall be automatically and permanently terminated on the Revolving Credit Termination Date and (ii) shall be automatically reduced by any and all Excess Net Proceeds in accordance with Section 8.2 (d) .

(b) The Borrower may, upon at least three (3) Business Days’ prior written notice to the Administrative Agent (which shall promptly distribute copies thereof to the Lenders), terminate in whole or reduce ratably in part the unused portions of the Commitments (which termination or reduction (as the case may be), upon its effectiveness, shall be permanent and irrevocable); provided that (i) any such partial reduction shall be in the aggregate amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof and (ii) any reduction shall reduce the Letter of Credit Sublimit, if applicable, in accordance with the terms of such definition. Subject to Section 2.2(a) , all Commitment Fees accrued until the effective date of any termination of the Commitments shall be paid on the effective date of such termination.

(c) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than three Business Days’ prior notice to such Defaulting Lender and the Administrative Agent (which will promptly notify the other Lenders thereof) and the Commitments shall be reduced by such amount; provided that (i) at the time of such termination, no Default or Event of Default has occurred and is continuing (or the Required Lenders consent to such termination), (ii) the Borrower shall pay to the Defaulting Lender all amounts then owed to it and (iii) such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent, the Swingline Lender, the Issuing Banks or any Lender may have against such Defaulting Lender.

(d) Each permanent reduction pursuant to this Section shall be accompanied by a payment of principal of the Loans sufficient to reduce the aggregate Outstanding Amount of all Revolving Loans, LC Obligations and Swingline Loans, as applicable, after such reduction to the amount of the Commitments as so reduced, and if the Commitments as so reduced is less than the aggregate Outstanding Amount of all LC Obligations, the Borrower shall be required to deposit Cash Collateral in a Cash Collateral account opened by and under the control of the Administrative Agent in an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. Such Cash Collateral shall be applied in accordance with Section 9.2(b) . Any reduction of the Commitments to zero shall be accompanied by payment of all outstanding Loans (and furnishing of Cash Collateral satisfactory to the Administrative Agent for the Outstanding Amount of all LC Obligations) and shall result in the termination of the Commitments. Such Cash Collateral shall be applied in accordance with Section 9.2(b) . If the reduction of the Commitments requires the repayment of any LIBOR Rate Loan, such repayment shall be accompanied by any amount required to be paid pursuant to Section 5.4 hereof.

(e) No repayment or prepayment or reduction pursuant to this Section shall affect any of the Borrower’s obligations under any Hedge Agreement or any Treasury Management Agreement.

Section 2 . 4 Computations of Outstandings . Whenever reference is made in this Agreement to the principal amount outstanding on any date under this Agreement, such reference shall refer to the sum of (i) the Outstanding Amount of all Revolving Loans on such date plus (ii) the Outstanding Amount of all LC Obligations on such date plus (iii) the Outstanding Amount of all Swingline Loans on such date, in each case after giving effect to all Extensions of Credit to be made on such date and the application of the proceeds thereof. At no time shall the principal amount outstanding under this Agreement exceed the

Borrowing Limit then in effect. References to the unused portion of the Commitments shall refer to the excess, if any, of the Commitments over the principal amount outstanding hereunder; and references to the unused portion of any Lender’s Commitment shall refer to such Lender’s Percentage of the unused Commitments.

Section 2 . 5 Optional Increase of the Commitments . At any time following the Closing Date, the Borrower shall have the right, in consultation with the Administrative Agent, from time to time and upon not less than thirty (30) days prior written notice to the Administrative Agent to request an increase in the Commitments; provided , that :

(a) no Default or Event of Default shall have occurred and be continuing or would result from any such requested increase or Extension of Credit made on the date of such increase;

(b) the Borrower shall provide the Administrative Agent with a certificate of a Responsible Officer dated as of the date of such increase in form and substance substantially similar to the certificate delivered under Section 8.1(b)(i) demonstrating pro forma compliance with the covenant contained in Section 8.3 after giving effect to any Extensions of Credit made on the date of such increase;

(c) each increase in Commitments shall be in an aggregate principal amount of at least $10,000,000 or a whole multiple of $5,000,000 in excess thereof, or in each case if less, the remaining principal amount of increases to Commitments that are available under this Section 2.5 (after giving effect to all prior increases pursuant to this Section 2.5 );

(d) the aggregate amount of all increases to the Commitments made pursuant to this Section 2.5 shall not exceed FIFTY MILLION DOLLARS ($50,000,000);

(e) increases in Commitments pursuant to this Section 2.5 (i) shall not increase or otherwise affect the Swingline Sublimit and (ii) shall increase the Letter of Credit Sublimit, if applicable, in accordance with the terms of such definition;

(f) the Commitment of any Lender shall not be increased without the approval of such Lender;

(g) in connection with each proposed increase, the Borrower may solicit commitments from (i) any Lender ( provided , that no Lender shall have an obligation to commit to all or a portion of the proposed increase) or (ii) any third party financial institutions that are Eligible Assignees that are reasonably acceptable to the Administrative Agent, the Issuing Banks, the Swingline Lender and the Borrower (a “ New Lender ”);

(h) the Loans made or Letters of Credit issued in respect of any increase in Commitments pursuant to this Section 2.5 : (i) will rank pari passu in right of payment and security with the other Loans made and Letters of Credit issued hereunder and shall constitute and be part of the “Obligations” arising under this Agreement, and (ii) shall have the same pricing and tenor as the other Loans and Letters of Credit hereunder;

(i) in the event that any existing Lender or any New Lender commits to such requested increase, (i) any New Lender will execute an accession agreement to this Agreement, in form and substance acceptable to the Administrative Agent, (ii) the Commitment of any existing Lender which has committed to provide any of the requested increase shall be increased by such amount, (iii) the Percentages of the Lenders shall be adjusted, and (iv) other changes shall be

made to the Loan Documents as may be necessary to reflect the aggregate amount, if any, by which the Lenders have agreed to increase their respective Commitments or New Lenders have agreed to or make new Commitments in response to the Borrower’s request for an increase pursuant to this Section 2.5 , and which other changes do not adversely affect the rights of those Lenders not participating in any such increase;

(j) with respect to each increase in the Commitments, the Borrower will issue to the Administrative Agent General and Refunding Mortgage Bonds, in form and substance similar to the General and Refunding Mortgage Bonds issued to the Administrative Agent on the Closing Date in accordance with the provisions of Section 6.1(g) , in an aggregate principal amount equal to the difference between the principal amount of the Commitments (after giving effect to such increase and any prior increases or permanent reductions to the Commitments) and the outstanding principal amount of General and Refunding Mortgage Bonds previously issued to the Administrative Agent as collateral support for the Obligations; and

(k) with respect to each increase in the Commitments, the Borrower shall provide evidence, in form and substance satisfactory to the Administrative Agent, of new or supplemental regulatory approval by the PUCN and any other applicable regulatory body, in each case authorizing the issuance of long-term debt securities in an aggregate principal amount equal to such new issuance of General and Refunding Mortgage Bonds and/or the principal amount of such increase, as applicable.

ARTICLE III

LOANS

Section 3 . 1 Revolving Loans .

(a) The Borrower may request a Borrowing of Revolving Loans (other than a Conversion) by delivering a notice (a “ Notice of Revolving Borrowing ”) to the Administrative Agent no later than 1:00 p.m. on the third Business Day prior to the date of the proposed Borrowing or, in the case of Base Rate Loans, on the same Business Day of the proposed Borrowing. The Administrative Agent shall give each Lender prompt notice of each Notice of Revolving Borrowing. Each Notice of Revolving Borrowing shall be in substantially the form of Exhibit A-3 , appropriately completed and signed by a Responsible Officer of the Borrower, and shall specify the requested (i) date of such Borrowing (which shall be a Business Day, but in no event later than the Business Day immediately preceding the Maturity Date), (ii) Type of Loans to be made in connection with such Borrowing, (iii) Interest Period, if any, for such Loans and (iv) amount of such Borrowing. Each proposed Borrowing shall conform to the requirements of Sections 3.3 and 3.4 .

(b) Each Lender shall, before 3:00 p.m. on the date of such Borrowing, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Office, in same day funds, such Lender’s Percentage of such Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article VI , the Administrative Agent will make such funds available to the Borrower at the Administrative Agent’s Office. Notwithstanding the foregoing, unless the Administrative Agent shall have received notice from a Lender prior to the time of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s Percentage of such Borrowing, the Administrative Agent may assume that such Lender has made such Percentage available to the Administrative Agent on the date of such Borrowing in

accordance with the first sentence of this subsection (b), and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount.

(c) If and to the extent that any Lender shall not have made available to the Administrative Agent, in accordance with subsection (b) above, such Lender’s Percentage of any Borrowing, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand corresponding amounts (not to exceed the aggregate amount that such Lender failed to make available to the Administrative Agent), together with interest thereon for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to Loans made in connection with such Borrowing and (ii) in the case of such Lender, the Federal Funds Rate. Within the limits of each Lender’s Commitment and the Borrowing Limit and subject to the other terms and conditions set forth in this Agreement for the making of Loans, the Borrower may request (and the Lenders shall honor) one or more additional Borrowings of Revolving Loans from the other Lenders to fund such repayment to the Administrative Agent. If a Lender shall repay to the Administrative Agent such corresponding amount in full (with interest as above provided), (x) the Administrative Agent shall apply such corresponding amount and interest to the repayment to the Administrative Agent (or repayment of Revolving Loans made to fund such repayment to the Administrative Agent), and shall make any remainder available to the Borrower and (y) such amount so repaid shall be deemed to constitute such Lender’s Revolving Loan, made as part of such Borrowing for purposes of this Agreement as if funded concurrently with the other Revolving Loans made as part of such Borrowing. The failure of any Lender to make the Revolving Loan to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Revolving Loan on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Revolving Loan to be made by such other Lender on the date of any Borrowing.

(d) The Extensions of Credit made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Extensions of Credit made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

(e) Any Lender may request that its Commitment hereunder be evidenced by a Revolving Note. In such event, the Borrower shall prepare, execute and deliver to such Lender a Revolving Note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns), substantially in the form of Exhibit A-1 . Each Lender may attach schedules to its Revolving Notes and endorse thereon the date, amount and maturity of its Revolving Loans and payments with respect thereto. Upon the request of the Swingline Lender, the Borrower shall prepare, execute and deliver to the Swingline Lender a Swingline Note payable to the order of the Swingline Lender (or, if requested by the Swingline Lender, to the Swingline Lender and its registered assigns), substantially in the form of Exhibit A-2 . In addition to the accounts and records referenced above in this subsection (e), each Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender or participations in Letters of Credit and

Swingline Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

Section 3 . 2 Conversion of Loans . The Borrower may from time to time Convert any Loan (or portion thereof) of any Type to one or more Loans of the same or any other Type by delivering a notice of such Conversion (a “ Notice of Conversion ”) to the Administrative Agent no later than 1:00 p.m. on (x) the third Business Day prior to the date of any proposed Conversion into a LIBOR Rate Loan and (y) the same Business Day as to the date of any proposed Conversion into a Base Rate Loan. The Administrative Agent shall give each Lender prompt notice of each Notice of Conversion. Each Notice of Conversion shall be in substantially the form of Exhibit B and shall specify (i) the requested date of such Conversion, (ii) the Type of, and Interest Period, if any, applicable to, the Loans (or portions thereof) proposed to be Converted, (iii) the requested Type of Loans to which such Loans (or portions thereof) are proposed to be Converted, (iv) the requested initial Interest Period, if any, to be applicable to the Loans resulting from such Conversion and (v) the aggregate amount of Loans (or portions thereof) proposed to be Converted. Each proposed Conversion shall be subject to the provisions of Sections 3.3 and 3.4 .

Section 3 . 3 Interest Periods . The period between the date each LIBOR Rate Loan is made and the date of payment in full of such Loan shall be divided into successive periods (“ Interest Periods ”) for purposes of computing interest applicable thereto. The initial Interest Period for each such Loan shall begin on the day such Loan is made, and each subsequent Interest Period shall begin on the last day of the immediately preceding Interest Period for such Loan. The duration of each Interest Period shall be 1, 2, 3, or 6 months as the Borrower may select in accordance with Section 3.1 or 3.2 , or such shorter period as requested by the Borrower and consented to by all Lenders (other than Defaulting Lenders), as applicable; provided , however :

(a) the Borrower may not select any Interest Period that ends after the Maturity Date;

(b) whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall occur on the next succeeding Business Day, provided that if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day; and

(c) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period.

Section 3 . 4 Other Terms Relating to the Making and Conversion of Loans .

(a) Notwithstanding anything in Section 3.1 or 3.2 to the contrary:

(i) each Borrowing of Revolving Loans (other than a Borrowing deemed made under Section 4.3 ) shall be in an aggregate amount not less than (A) in the case of LIBOR Rate Loans, $5,000,000 (or such lesser amount as shall be equal to the Commitments on such date, after giving effect to all of the other Extensions of Credit to be made to the Borrower on such date) or an integral multiple of $1,000,000 in excess thereof (or such lesser amount as shall be equal to the Commitments on such date, after

giving effect to all of the other Extensions of Credit to be made to the Borrower on such date), or (B) in the case of Base Rate Loans, $1,000,000 or an integral multiple of $500,000 in excess thereof, and shall consist of Loans of the same Type, having the same Interest Period and made or Converted on the same day by the Lenders ratably according to their respective Percentages;

(ii) the Borrower may request that more than one Borrowing be made on the same day;

(iii) at no time shall more than ten (10) different Borrowings comprising LIBOR Rate Loans be outstanding hereunder;

(iv) no LIBOR Rate Loan may be Converted on a date other than the last day of the Interest Period applicable to such Loan unless the corresponding amounts, if any, payable to the Lenders pursuant to Section 5.4(b) are paid within two (2) Business Days after the Administrative Agent or any Lender provides written notice to the Borrower as to amounts owing under Section 5.4(b) in connection with such Conversion;

(v) if the Borrower shall either fail to give a timely Notice of Conversion pursuant to Section 3.2 in respect of any Loans or fail, in any Notice of Conversion that has been timely given, to select the duration of any Interest Period for Loans to be Converted into LIBOR Rate Loans in accordance with Section 3.3 , such Loans shall, on the last day of the then existing Interest Period therefor, automatically Convert into, or remain as, as the case may be, Base Rate Loans; and

(vi) if, on the date of any proposed Conversion, any Event of Default shall have occurred and be continuing, all Loans then outstanding shall, on such date, automatically Convert into, or remain as, as the case may be, Base Rate Loans.

(b) If any Lender shall notify the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or that any central bank or other governmental authority asserts that it is unlawful, for such Lender or its Applicable Lending Office to perform its obligations hereunder to make, or to fund or maintain, LIBOR Rate Loans hereunder, (i) the obligation of such Lender to make, or to Convert Loans into, LIBOR Rate Loans for such Borrowing or any subsequent Borrowing from such Lender shall be forthwith suspended until the earlier to occur of the date upon which (A) such Lender shall cease to be a party hereto and (B) it is no longer unlawful for such Lender to make, fund or maintain LIBOR Rate Loans, and (ii) if the maintenance of LIBOR Rate Loans then outstanding through the last day of the Interest Period therefor would cause such Lender to be in violation of such law, regulation or assertion, such Lender may require the Borrower to either prepay or Convert all LIBOR Rate Loans from such Lender within five Business Days after the Borrower’s receipt of such notice, and if the Borrower shall not have so prepaid or Converted such LIBOR Rate Loans by such fifth Business Day, then such LIBOR Rate Loans shall be deemed automatically Converted to Base Rate Loans on such fifth Business Day. Promptly upon becoming aware that the circumstances that caused such Lender to deliver such notice no longer exist, such Lender shall deliver notice thereof to the Administrative Agent (but the failure to do so shall impose no liability upon such Lender). Promptly upon receipt of such notice from such Lender (or upon such Lender’s assigning all of its Commitments, Loans, participation and other rights and obligations hereunder to an Eligible Assignee), the Administrative Agent shall deliver notice thereof to the Borrower and the Lenders and such suspension shall terminate. Prior to any Lender giving notice to the Administrative Agent or the Borrower under this subsection (b), such

Lender shall use reasonable efforts to change the jurisdiction of its Applicable Lending Office, if such change would avoid such unlawfulness and would not, in the sole determination of such Lender, be otherwise disadvantageous to such Lender.

(c) If the Required Lenders shall, at least one (1) Business Day before the date of any requested Borrowing, notify the Administrative Agent that the LIBOR Rate for LIBOR Rate Loans to be made in connection with such Borrowing will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective LIBOR Rate Loans for such Borrowing, the right of the Borrower to select LIBOR Rate Loans for such Borrowing and any subsequent Borrowing shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist, and each Loan to be made or Converted in connection with such Borrowing shall be a Base Rate Loan.

(d) If any Lender shall have delivered a notice to the Borrower or the Administrative Agent as described in Section 3.4(b) or Section 3.6 , or shall become a Defaulting Lender under Section 3.1(c) or Section 4.4 , and if and so long as such Lender shall not have withdrawn such notice or corrected such non-performance in accordance with Section 3.1(c) , Section 3.4(b) , Section 3.6 , or Section 4.4 , the Borrower or the Administrative Agent may demand that such Lender assign in accordance with Section 11.7 , to one or more Eligible Assignees designated by the Borrower or the Administrative Agent, all (but not less than all) of such Lender’s Commitments, Loans, participation and other rights and obligations hereunder; provided that any such demand by the Borrower during the continuance of a Default or an Event of Default shall be ineffective without the consent of the Required Lenders. If, within 30 days following any such demand by the Administrative Agent or the Borrower, any such Eligible Assignee so designated shall fail to consummate such assignment on terms reasonably satisfactory to such Lender, or the Borrower and the Administrative Agent shall have failed to designate any such Eligible Assignee, then such demand by the Borrower or the Administrative Agent shall become ineffective, it being understood for purposes of this provision that such assignment shall be conclusively deemed to be on terms reasonably satisfactory to such Lender, and such Lender shall be compelled to consummate such assignment forthwith, if such Eligible Assignee (i) shall agree to such assignment in substantially the form of the Assignment and Assumption attached hereto as Exhibit C and (ii) shall tender payment to such Lender in an amount equal to the full outstanding dollar amount accrued in favor of such Lender hereunder (as computed in accordance with the records of the Administrative Agent), including, without limitation, all accrued interest and fees and, to the extent not paid by the Borrower, any payments required pursuant to Section 5.4(b) .

(e) Each Notice of Borrowing and Notice of Conversion shall be irrevocable and binding on the Borrower. In the case of any Borrowing which the related Notice of Borrowing or Notice of Conversion specifies is to be comprised of LIBOR Rate Loans, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure by the Borrower to fulfill, on or before the date specified in such Notice of Borrowing or Notice of Conversion for such Borrowing, the applicable conditions (if any) set forth in this Article III (other than failure pursuant to the provisions of Section 3.4(c) hereof) or in Article VI , including any such loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Loan to be made by such Lender when such Loan, as a result of such failure, is not made on such date.

Section 3 . 5 Repayment of Loans; Interest .

(a) Principal .

(i) Revolving Loans . The Borrower shall repay the outstanding principal amount of the Revolving Loans on the Maturity Date.

(ii) Swingline Loans . The Borrower shall repay each Swingline Loan on the earlier to occur of (A) ten (10) Business Days after the Swingline Loan is made, (B) the date within one (1) Business Day of demand therefor by the Swingline Lender and (C) the Maturity Date.

(b) Interest . The Borrower shall pay interest on the unpaid principal amount of each Loan owing to each Lender from the date of such Loan until such principal amount shall be paid in full, at the Applicable Rate for such Loan, payable as follows:

(i) Base Rate Loans . If such Loan is a Base Rate Loan (including a Swingline Loan), interest thereon shall be payable quarterly in arrears on the last day of each March, June, September and December, on the date of any Conversion of such Base Rate Loan, on the date such Base Rate Loan shall become due and payable or shall otherwise be paid in full and on the Maturity Date.

(ii) LIBOR Rate Loans . If such Loan is a LIBOR Rate Loan, interest thereon shall be payable on the last day of each Interest Period for such Loan and, if the Interest Period for such Loan has a duration of more than three months, on that day of each third month during such Interest Period that corresponds to the first day of such Interest Period (or, if any such month does not have a corresponding day, then on the last day of such month) and on the Maturity Date.

Section 3 . 6 Additional Interest on LIBOR Rate Loans . The Borrower shall pay to the Administrative Agent, for the account of each Lender, any costs actually incurred by such Lender with respect to LIBOR Rate Loans that are attributable to such Lender’s compliance with regulations of the Board requiring the maintenance of reserves with respect to liabilities or assets consisting of or including Eurocurrency Liabilities. Such costs shall be paid to the Administrative Agent for the account of such Lender in the form of additional interest on the unpaid principal amount of each LIBOR Rate Loan of such Lender, from the date of such LIBOR Rate Loan until such principal amount is paid in full, at an interest rate per annum equal at all times to the remainder obtained by subtracting (i) the LIBOR Rate for the Interest Period for such LIBOR Rate Loan from (ii) the rate obtained by dividing such LIBOR Rate by a percentage equal to 100% minus the Eurodollar Reserve Percentage of such Lender for such Interest Period, payable on each date on which interest is payable on such LIBOR Rate Loan (but in no event earlier than ten (10) Business Days after the Borrower’s receipt of the certificate referred to in the last sentence of this Section 3.6 ). Such additional interest shall be determined by such Lender and notified to the Borrower through the Administrative Agent. A certificate as to the amount of such additional interest and giving a reasonable explanation and calculation thereof shall be submitted to the Borrower and the Administrative Agent by such Lender and shall be conclusive and binding for all purposes, absent manifest error.

Section 3 . 7 Default Rate . Subject to Section 9.3 , (i) immediately upon the occurrence and during the continuance of an Event of Default under Section 9.1(a) or (f) , or (ii) at the election of the Required Lenders, upon the occurrence and during the continuance of any other Event of Default, (A) the Borrower shall no longer have the option to request LIBOR Rate Loans or Letters of Credit, (B) all

outstanding LIBOR Rate Loans shall bear interest at a rate per annum of two percent (2%) in excess of the Applicable Rate with respect to LIBOR Rate Loans until the end of the applicable Interest Period and thereafter at a rate per annum equal to two percent (2%) in excess of the Applicable Rate with respect to Base Rate Loans, and (C) all outstanding Base Rate Loans and other Obligations arising hereunder or under any other Loan Document shall bear interest at a rate per annum equal to two percent (2%) in excess of the Applicable Rate with respect to Base Rate Loans. Interest shall continue to accrue on the Obligations after the filing by or against the Borrower of any petition seeking any relief in bankruptcy or under any act or law pertaining to insolvency or debtor relief, whether state, federal or foreign.

Section 3.8 Swingline Loans .

(a) Subject to the terms and conditions set forth herein, the Swingline Lender may, in its discretion and in reliance upon the agreements of the other Lenders set forth in this Section 3.8 , make loans (each such loan, a “ Swingline Loan ”) to the Borrower from time to time on any Business Day prior to the Revolving Credit Termination Date in an aggregate amount not to exceed at any time outstanding the amount of the Swingline Sublimit; provided , however , that after giving effect to any Swingline Loan, (i) the Total Revolving Outstandings shall not exceed the Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Percentage of the Outstanding Amount of all LC Obligations, plus such Lender’s Percentage of the Outstanding Amount of all Swingline Loans shall not exceed such Lender’s Commitment, and provided , further , that the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 3.8 , prepay under Section 5.3 , and reborrow under this Section 3.8 . Each Swingline Loan shall be a Base Rate Loan. Immediately upon the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Percentage times the amount of such Swingline Loan.

(b) Borrowing Procedures . The Borrower may request a Borrowing of Swingline Loans by delivering a notice (a “ Notice of Swingline Borrowing ”) to the Swingline Lender and the Administrative Agent no later than 1:00 p.m. on the same Business Day of the proposed Borrowing. Each Notice of Swingline Borrowing shall be in substantially the form of Exhibit A-4 , appropriately completed and signed by a Responsible Officer of the Borrower, and shall specify (i) the amount to be borrowed, which shall be a minimum principal amount of $500,000 and integral multiples of $100,000 in excess thereof, and (ii) the requested borrowing date, which shall be a Business Day. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed Borrowing of Swingline Loans (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 3.8(a) , or (B) that one or more of the applicable conditions specified in Article VI is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, not later than 3:00 p.m. on the borrowing date specified in such written Notice of Swingline Borrowing, make the amount of its Swingline Loan available to the Borrower.

(i) The Swingline Lender at any time in its sole and absolute discretion may request, on behalf of the Borrower (which hereby irrevocably requests and authorizes the Swingline Lender to so request on its behalf), that each Lender make a Base Rate Loan in an amount equal to such Lender’s Percentage of the amount of Swingline Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Notice of Swingline Borrowing for purposes hereof) and in accordance with the requirements of Section 3.1 , without

regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the conditions set forth in Section 6.2 and provided that, after giving effect to such Borrowing, the sum of the aggregate principal amount of outstanding Revolving Loans plus the aggregate principal amount of outstanding Swingline Loans plus the aggregate outstanding LC Obligations shall not exceed the Borrowing Limit then in effect. The Swingline Lender shall furnish the Borrower with a copy of the applicable Notice of Swingline Borrowing promptly after delivering such notice to the Administrative Agent. Each Lender shall make an amount equal to its Percentage of the amount specified in such Notice of Swingline Borrowing available to the Administrative Agent in immediately available funds for the account of the Swingline Lender at the Administrative Agent’s Office not later than 11:00 a.m. on the day specified in such Notice of Swingline Borrowing, whereupon, subject to Section 3.8(c)(ii) , each Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swingline Lender.

(ii) If for any reason any Swingline Loan cannot be refinanced by such a Borrowing of Revolving Loans in accordance with Section 3.8(c)(i) , the request for Base Rate Loans submitted by the Swingline Lender as set forth herein shall be deemed to be a request by the Swingline Lender that each of the Lenders fund its risk participation in the relevant Swingline Loan and each Lender’s payment to the Administrative Agent for the account of the Swingline Lender pursuant to Section 3.8(c)(i) shall be deemed payment in respect of such participation.

(iii) If any Lender fails to make available to the Administrative Agent for the account of the Swingline Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 3.8(c) by the time specified in Section 3.8(c)(i) , the Swingline Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swingline Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the Swingline Lender in accordance with banking industry rules on interbank compensation. A certificate of the Swingline Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.

(iv) Each Lender’s obligation to make Revolving Loans or to purchase and fund risk participations in Swingline Loans pursuant to this Section 3.8(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Swingline Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided , however , that each Lender’s obligation to make Revolving Loans pursuant to this Section 3.8(c) is subject to the conditions set forth in Section 6.2 . No such purchase or funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swingline Loans, together with interest as provided herein.

(d) Repayment of Participations .

(i) At any time after any Lender has purchased and funded a risk participation in a Swingline Loan, if the Swingline Lender receives any payment on account of such Swingline Loan, the Swingline Lender will distribute to such Lender its Percentage of such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during

which such Lender’s risk participation was funded) in the same funds as those received by the Swingline Lender.

(ii) If any payment received by the Swingline Lender in respect of principal or interest on any Swingline Loan is required to be returned by the Swingline Lender under any of the circumstances described in Section 11.5(c) (including pursuant to any settlement entered into by the Swingline Lender in its discretion), each Lender shall pay to the Swingline Lender its Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate. The Administrative Agent will make such demand upon the request of the Swingline Lender. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

(e) Interest for Account of Swingline Lender . The Swingline Lender shall be responsible for invoicing the Borrower for interest on the Swingline Loans. Until each Lender funds its Revolving Loans that are Base Rate Loans or risk participation pursuant to this Section 3.8 to refinance such Lender’s Percentage of any Swingline Loan, interest in respect of such Percentage shall be solely for the account of the Swingline Lender.

(f) Payments Directly to Swingline Lender . The Borrower shall make all payments of principal and interest in respect of the Swingline Loans directly to the Swingline Lender.

ARTICLE IV

LETTERS OF CREDIT

Section 4.1 The Letter of Credit Commitment .

(a) Subject to the terms and conditions set forth herein, (i) each Issuing Bank agrees, in reliance upon the agreements of the Lenders set forth in this Article IV , (A) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit in Dollars for the account of the Borrower or any of its Subsidiaries, and to amend or extend Letters of Credit previously issued by it, in accordance with Section 4.2 , and (B) to honor drawings under the Letters of Credit; and (ii) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any drawings thereunder; provided , that after giving effect to any LC Credit Extension with respect to any Letter of Credit, (w) the Total Revolving Outstandings shall not exceed the Commitments, (x) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Percentage of the Outstanding Amount of all LC Obligations plus such Lender’s Percentage of the Outstanding Amount of all Swingline Loans shall not exceed such Lender’s Commitment and (y) the Outstanding Amount of the LC Obligations shall not exceed the Letter of Credit Sublimit. Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the LC Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. Furthermore, each Lender acknowledges and confirms that it has a participation interest in the liability of Union Bank under the Existing Letters of Credit in a percentage equal to its Percentage of the Commitments. The

Borrower’s reimbursement obligations in respect of the Existing Letters of Credit, and each Lender’s obligations in connection therewith, shall be governed by the terms of this Agreement.

(b) Notwithstanding clause (a) of this Section 4.1 and any other term or provision of this Agreement, including, without limitation, the size of the Letter of Credit Sublimit, (i) Wells Fargo Bank shall not be obligated to issue Letters of Credit in an aggregate amount outstanding at any one time in excess of $100,000,000, (ii) Bank of America shall not be obligated to issue Letters of Credit in an aggregate amount outstanding at any one time in excess of $100,000,000 and (iii) RBS shall not be obligated to (A) issue Letters of Credit in an aggregate amount outstanding at any one time in excess of $50,000,000 and (B) issue any commercial or direct pay Letter of Credit.

(i) the expiry date of such requested Letter of Credit would occur more than twelve (12) months after the date of issuance or last extension, unless the Required Lenders have approved such expiry date; or

(ii) the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless all of the Lenders shall have approved such expiry date;

(d) No Issuing Bank shall be under any obligation to issue any Letter of Credit if:

(i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Bank from issuing such Letter of Credit, or any Requirement of Law or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Issuing Bank shall prohibit, or request that such Issuing Bank refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the Closing Date and which such Issuing Bank in good faith deems material to it;

(ii) the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank;

(iii) except as otherwise agreed by the Administrative Agent and the applicable Issuing Bank, such Letter of Credit is in an initial stated amount less than $100,000;

(iv) such Letter of Credit is to be denominated in a currency other than Dollars;

(v) any Lender is at that time a Defaulting Lender, unless the applicable Issuing Bank has entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Issuing Bank (in its sole discretion) with the Borrower or such Lender to eliminate such Issuing Bank’s actual or potential Fronting Exposure (after giving effect

to Section 11.18(a)(iv) ) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other LC Obligations as to which such Issuing Bank has actual or potential Fronting Exposure, as it may reasonably require; or

(vi) such Letter of Credit would cause such Issuing Bank to exceed the applicable amount specified for such Issuing Bank in Section 4.1(b) .

(e) No Issuing Bank shall amend any Letter of Credit if such Issuing Bank would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof.

(f) No Issuing Bank shall be under any obligation to amend any Letter of Credit if (i) such Issuing Bank would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (ii) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.

(g) Each Issuing Bank shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and such Issuing Bank shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X with respect to any acts taken or omissions suffered by such Issuing Bank in connection with Letters of Credit issued by it or proposed to be issued by it and the Issuing Bank Agreement pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included such Issuing Bank with respect to such acts or omissions, and (B) as additionally provided herein with respect to such Issuing Bank.

Section 4.2 Procedures for Issuance and Amendment of Letters of Credit; Evergreen Letters of Credit .

(a) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to the applicable Issuing Bank (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application must be received by the applicable Issuing Bank and the Administrative Agent not later than 2:00 p.m. at least five (5) Business Days (or such later date and time as the applicable Issuing Bank may agree in a particular instance in its sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable Issuing Bank: (A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof ; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as the applicable Issuing Bank may reasonably require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable Issuing Bank: (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as the applicable Issuing Bank may reasonably require. Additionally, the Borrower shall furnish to the applicable Issuing Bank and the Administrative Agent such

other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuing Bank Agreement, as such Issuing Bank or the Administrative Agent may reasonably require.

(b) Promptly after receipt of any Letter of Credit Application, the applicable Issuing Bank will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, such Issuing Bank will provide the Administrative Agent with a copy thereof. Unless such Issuing Bank has received written notice from any Lender, the Administrative Agent or the Borrower, at least one (1) Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Article VI shall not be satisfied, then, subject to the terms and conditions hereof, such Issuing Bank shall, on the requested date, issue a Letter of Credit for the account of the Borrower or the applicable Subsidiary or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Issuing Bank a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Percentage times the amount of such Letter of Credit.

(c) If the Borrower so requests in any applicable Letter of Credit Application, an Issuing Bank may, in its sole and absolute discretion, agree to issue an Evergreen Letter of Credit; provided , that any such Evergreen Letter of Credit must permit the applicable Issuing Bank to prevent any extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “ Non-Extension Notice Date ”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Issuing Bank, the Borrower shall not be required to make a specific request to such Issuing Bank for any such extension. Once an Evergreen Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the applicable Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided , however , that no Issuing Bank shall permit any such extension if (i) such Issuing Bank has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (c) or (d) of Section 4.1 or otherwise), or (ii) it has received notice (which may be by telephone or in writing) on or before the day that is seven (7) Business Days before the Non-Extension Notice Date (A) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (B) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 6.2 is not then satisfied, and in each such case directing such Issuing Bank not to permit such extension.

(d) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the applicable Issuing Bank will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

Section 4.3 Drawings and Reimbursements; Funding of Participations .

(a) Upon receipt from the beneficiary of any Letter of Credit of any notice of drawing under such Letter of Credit, the applicable Issuing Bank shall notify the Borrower and

the Administrative Agent thereof. Not later than 11:00 a.m. on the date of any payment by any Issuing Bank under a Letter of Credit (each such date, an “ Honor Date ”), the Borrower shall reimburse such Issuing Bank through the Administrative Agent in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse such Issuing Bank by such time, the Administrative Agent shall promptly notify each Lender of the Honor Date, the amount of the unreimbursed drawing (the “ Unreimbursed Amount ”), and the amount of such Lender’s Percentage thereof. In such event, the Borrower shall be deemed to have requested a Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 3.4(a) for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Commitments and the Borrowing Limit and the conditions set forth in Section 6.2 (other than the delivery of a Notice of Revolving Borrowing). Any notice given by an Issuing Bank or the Administrative Agent pursuant to this Section 4.3(a) may be given by telephone if immediately confirmed in writing; provided , that , the lack of such immediate written confirmation shall not affect the conclusiveness or binding effect of such notice.

(b) Each Lender shall upon any notice of an Unreimbursed Amount pursuant to Section 4.3(a) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the applicable Issuing Bank at the Administrative Agent’s Office in an amount equal to its Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of Section 4.3(c) , each Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the applicable Issuing Bank.

(c) With respect to any Unreimbursed Amount that is not fully refinanced by a Borrowing of Base Rate Loans because the conditions set forth in Section 6.2 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the applicable Issuing Bank an LC Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which LC Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Lender’s payment to the Administrative Agent for the account of the applicable Issuing Bank pursuant to Section 4.3(b) shall be deemed payment in respect of its participation in such LC Borrowing and shall constitute an LC Advance from such Lender in satisfaction of its participation obligation under this Article IV .

(d) Until each Lender funds its Revolving Loan or LC Advance pursuant to this Section 4.3 to reimburse an Issuing Bank for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Percentage of such amount shall be solely for the account of the applicable Issuing Bank.

(e) Each Lender’s obligation to make Revolving Loans or LC Advances to reimburse the Issuing Banks for amounts drawn under Letters of Credit, as contemplated by this Section 4.3 , shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against any Issuing Bank, the Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided , however , that each Lender’s obligation to make Loans pursuant to this Section 4.3 is subject to the conditions set forth in Section 6.2 (other than delivery by the Borrower of a Notice of Revolving Borrowing). No such making of

an LC Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Banks for the amount of any payment made by an Issuing Bank under any Letter of Credit, together with interest as provided herein.

(f) If any Lender fails to make available to the Administrative Agent for the account of an Issuing Bank any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 4.3 by the time specified in Section 4.3(b) , the applicable Issuing Bank shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the applicable Issuing Bank at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by the applicable Issuing Bank in accordance with banking industry rules on interbank compensation plus any administrative, processing or similar fees customarily charged by such Issuing Bank in connection with the foregoing. A certificate of an Issuing Bank submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (f) shall be conclusive absent manifest error.

Section 4.4 Repayment of Participations .

(a) At any time after an Issuing Bank has made a payment under any Letter of Credit and has received from any Lender such Lender’s LC Advance in respect of such payment in accordance with Section 4.3 , if the Administrative Agent receives for the account of such Issuing Bank any payment in respect of the related Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Percentage thereof (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s LC Advance was outstanding) in the same funds as those received by the Administrative Agent.

(b) If any payment received by the Administrative Agent for the account of an Issuing Bank pursuant to Section 4.3(a) is required to be returned under any of the circumstances described in Section 11.5 (including pursuant to any settlement entered into by the applicable Issuing Bank in its discretion), each Lender shall pay to the Administrative Agent for the account of such Issuing Bank its Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.

Section 4.5 Obligations Absolute . The obligation of the Borrower to reimburse the Issuing Banks for each drawing under each Letter of Credit and to repay each LC Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:

(a) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document;

(b) the existence of any claim, counterclaim, setoff, defense or other right that the Borrower or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may

be acting), any Issuing Bank or any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction;

(c) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;

(d) any payment by the applicable Issuing Bank under such Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by such Issuing Bank under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under any Debtor Relief Law; and

(e) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower or any Subsidiary.

The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will promptly notify the applicable Issuing Bank. The Borrower shall be conclusively deemed to have waived any such claim against such Issuing Bank and its correspondents unless such notice is given as aforesaid; provided , that , the terms and provisions of this Section 4.5 shall not limit the rights of the Borrower under Section 4.6 .

Section 4.6 Role of Issuing Banks . Each Lender and the Borrower agree that, in paying any drawing under a Letter of Credit, no Issuing Bank shall have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by such Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any Issuing Bank, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any Issuing Bank shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuing Bank Agreement. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided , however , that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any Issuing Bank, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any Issuing Bank shall be liable or responsible for any of the matters described in clauses (a) through (e) of Section 4.5 ; provided , however , that anything in such clauses to the contrary notwithstanding, the Borrower may have a claim against an Issuing Bank, and an Issuing Bank may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which are determined by a court of competent jurisdiction by final and non-appealable judgment to have been caused by such Issuing Bank’s willful misconduct or gross negligence or such Issuing Bank’s willful failure to pay under any Letter of Credit after the

presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit unless such Issuing Bank is prevented or prohibited from so paying as a result of any order or directive of any court or other Governmental Authority. In furtherance and not in limitation of the foregoing, each Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and each Issuing Bank shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason.

Section 4.7 Applicability of ISP and UCP . Unless otherwise expressly agreed by the applicable Issuing Bank and the Borrower when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), (i) the rules of the ISP98 shall apply to each Letter of Credit and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance shall apply to each commercial or direct pay Letter of Credit.

Section 4.8 Letter of Credit Fees . The Borrower shall pay to the Administrative Agent for the account of each Lender in accordance with its Percentage a Letter of Credit fee (the “ Letter of Credit Fee ”), for each Letter of Credit equal to the Applicable Margin times the daily maximum amount available to be drawn under such Letter of Credit; provided , however , any Letter of Credit Fees otherwise payable for the account of a Defaulting Lender with respect to which such Defaulting Lender has not provided Cash Collateral satisfactory to the applicable Issuing Bank pursuant to this Article IV shall be payable, to the maximum extent permitted by applicable Law, to the other Lenders in accordance with the upward adjustments in their respective Percentages allocable to such Letter of Credit pursuant to Section 11.18(a)(iv) , with the balance of such fee, if any, payable to the applicable Issuing Bank for its own account. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.4 . Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after the end of each March, June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in the Applicable Margin during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Margin separately for each period during such quarter that such Applicable Margin was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Lenders, while any Event of Default under Section 9.1(a) exists, all Letter of Credit Fees shall accrue at the Default Rate.

Section 4.9 Fronting Fee and Processing Charges Payable to Issuing Banks . The Borrower shall pay to the Administrative Agent, for the account of the applicable Issuing Bank a fronting fee with respect to each Letter of Credit issued by such Issuing Bank in an amount equal to the actual daily maximum amount available to be drawn under such Letter of Credit (whether or not such maximum amount is then in effect under such Letter of Credit) multiplied by the rate per annum specified in the applicable Fee Letter between the Borrower and such Issuing Bank and computed on a quarterly basis in arrears. Such fronting fee shall be due and payable on the last Business Day of each March, June, September and December, commencing with (a) with respect to the Existing Letters of Credit, the first such date to occur after the Closing Date, on the Letter of Credit Expiration Date and thereafter on demand and (b) with respect to all Letters of Credit other than Existing Letters of Credit, the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand. For purposes of computing the daily amount available to be drawn under any

Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.4 . In addition, the Borrower shall pay directly to each Issuing Bank for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such Issuing Bank relating to letters of credit as from time to time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable.

Section 4.10 Conflict with Issuing Bank Agreements . In the event of any conflict between the terms hereof and the terms of any Issuing Bank Agreement, the terms hereof shall control.

Section 4.11 Letters of Credit Issued for Subsidiaries . Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, the Borrower shall be obligated to reimburse the applicable Issuing Bank hereunder for any and all drawings under such Letter of Credit. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such Subsidiaries.

ARTICLE V

PAYMENTS, COMPUTATIONS AND

YIELD PROTECTION

Section 5 . 1 Payments and Computations .

(a) The Borrower shall make each payment hereunder and under the other Loan Documents not later than 3:00 p.m. on the day when due in Dollars to the Administrative Agent’s Office in same day funds, except payments to be made directly to the Issuing Banks or the Swingline Lender as expressly provided herein; any payment received after 3:00 p.m. shall be deemed to have been received at the start of business on the next succeeding Business Day. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, fees or other amounts payable to the Lenders, to the respective Lenders to which the same are payable, for the account of their respective Applicable Lending Offices, in each case to be applied in accordance with the terms of this Agreement. If and to the extent that any distribution of any payment from the Borrower required to be made to any Lender pursuant to the preceding sentence shall not be made in full by the Administrative Agent on the date such payment was received by the Administrative Agent, the Administrative Agent shall pay to such Lender, upon demand, interest on the unpaid amount of such distribution, at a rate per annum equal to the Federal Funds Rate, from the date of such payment by the Borrower to the Administrative Agent to the date of payment in full by the Administrative Agent to such Lender of such unpaid amount. Upon the Administrative Agent’s acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 11.7 , from and after the effective date specified in such Assignment and Assumption, the Administrative Agent shall make all payments hereunder and under any Notes in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Assumption shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

(b) The Borrower hereby authorizes the Administrative Agent, the Swingline Lender, each Lender and each Issuing Bank, if and to the extent payment owed by the Borrower to the Administrative Agent, the Swingline Lender, such Lender or such Issuing Bank, as the case may be, is not made when due hereunder (or, in the case of a Lender, under any Note held by such Lender), to charge from time to time against any or all of the Borrower’s accounts with the

Administrative Agent, the Swingline Lender, such Lender or such Issuing Bank, as the case may be, any amount so due.

(c) All computations of interest based on the Base Rate shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be. All other computations of interest and fees hereunder shall be made by the Administrative Agent on the basis of a year of 360 days. In each such case, such computation shall be made for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable. Each such determination by the Administrative Agent or a Lender shall be conclusive and binding for all purposes, absent manifest error.

(d) Whenever any payment hereunder or under any other Loan Document shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest and fees hereunder; provided , however , that if such extension would cause payment of interest on or principal of LIBOR Rate Loans to be made in the next following calendar month, such payment shall be made on the next preceding Business Day.

(e) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date, and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, such Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender, together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Rate.

(f) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal then due hereunder, ratably among the parties entitled thereto.

Section 5 . 2 Interest Rate Determination . The Administrative Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Administrative Agent for purposes of Section 3.5(b)(i) or (ii) .

Section 5 . 3 Prepayments . The Borrower shall have no right to prepay any principal amount of any Loans other than as provided in subsections (a) and (b) below.

(a) Voluntary Prepayments .

(i) Revolving Loans . The Borrower may, upon at least three (3) Business Days’ notice, with respect to LIBOR Rate Loans, and one (1) Business Day’s notice, with respect to Base Rate Loans, to the Administrative Agent stating the proposed date and the aggregate principal amount of the prepayment, and if such notice is given the Borrower shall, prepay the outstanding principal amounts of Revolving Loans made as part of the same Borrowing, in whole or ratably in part, together with (i) accrued interest to the date

of such prepayment on the principal amount prepaid and (ii) in the case of LIBOR Rate Loans, and subject to Section 5.4(d) , any amount payable to the Lenders pursuant to Section 5.4(b) ; provided , however , that each partial prepayment shall be in an aggregate principal amount of not less than (A) in the case of LIBOR Loans, $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (B) in the case of Base Rate Loans, $1,000,000 or an integral multiple of $500,000 in excess thereof.

(ii) Swingline Loans . The Borrower may, upon one (1) Business Day’s notice to the Swingline Lender (with a copy to the Administrative Agent) stating the proposed date and the aggregate principal amount of the prepayment, at any time and from time to time, and if such notice is given the Borrower shall, voluntarily prepay Swingline Loans in whole or in part without premium or penalty, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided , that , (A) such notice must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the date of such prepayment and (B) such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal thereof then outstanding).

(b) Mandatory Prepayments .

(i) Revolving Commitments . If for any reason the Total Revolving Outstandings exceeds the Commitments (including as a result of any termination or reduction of the Commitments pursuant to Sections 2.3 or 8.2(d) ), the Borrower shall immediately pay or prepay so much of the principal amount outstanding hereunder as shall be necessary in order that the Total Revolving Outstandings (after giving effect to all Extensions of Credit to be made on such date and the application of the proceeds thereof) will not exceed the Commitments, together with (i) accrued interest to the date of such prepayment on the principal amount prepaid and (ii) in the case of prepayments of LIBOR Rate Loans, and subject to Section 5.4(d) , any amount payable to the Lenders pursuant to Section 5.4(b) . Any prepayments required by this subsection (b) shall be applied to outstanding Base Rate Loans up to the full amount thereof before they are applied to outstanding LIBOR Rate Loans.

(ii) Negative Mark-to-Market Exposure . If, as of the end of any calendar month, (A) there exists Aggregate Negative Mark-to-Market Exposure, as set forth in the certificate of a Responsible Officer of the Borrower required to be delivered pursuant to Section 8.1(b)(iii) and (B) at such time the Total Revolving Outstandings exceed the Borrowing Limit then in effect (after giving effect to the reduction in the Borrowing Limit caused by such Aggregate Negative Mark-to-Market Exposure), the Borrower shall, within three (3) Business Days pay or prepay so much of the principal amount outstanding hereunder as shall be necessary in order that the Total Revolving Outstandings (after giving effect to all Extensions of Credit to be made on such date and the application of the proceeds thereof) will not exceed the Borrowing Limit.

Section 5 . 4 Yield Protection .

(a) Increased Costs . If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation after the date hereof, or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law) issued or made after the date hereof, there shall be reasonably incurred any increase in (A) the cost to any Lender of agreeing to make or making, funding or maintaining

LIBOR Rate Loans, or of participating in the issuance, maintenance or funding of any Letter of Credit, or (B) the cost to any Issuing Bank of issuing or maintaining any Letter of Credit, then the Borrower shall from time to time, promptly after receipt of written demand by such Lender or Issuing Bank, as the case may be (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender or Issuing Bank, as the case may be, additional amounts sufficient to compensate such Lender or Issuing Bank, as the case may be, for such increased cost. A certificate as to the amount of such increased cost and giving a reasonable explanation and calculation thereof shall be submitted to the Borrower and the Administrative Agent by such Lender or such Issuing Bank, as the case may be, shall constitute such demand and shall be conclusive and binding for all purposes, absent manifest error.

(b) Breakage . If, due to any prepayment pursuant to Section 5.3 , an acceleration of maturity of the Loans pursuant to Section 9.2 , or any other reason, any Lender receives payments of principal of any LIBOR Rate Loan other than on the last day of the Interest Period relating to such Loan, or if the Borrower shall Convert any LIBOR Rate Loans on any day other than the last day of the Interest Period therefor, the Borrower shall, promptly after demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for additional losses, costs, or expenses (including anticipated lost profits) that such Lender may reasonably incur as a result of such payment or Conversion, including any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain such Loan. For purposes of this subsection (b) and Section 3.4(e) , a certificate setting forth the amount of such additional losses, costs, or expenses and giving a reasonable explanation and calculation thereof shall be submitted to the Borrower and the Administrative Agent by such Lender, shall constitute such demand and shall be conclusive and binding for all purposes, absent manifest error.

(c) Capital . If any Lender or Issuing Bank determines that (i) the introduction of or any change in or in the interpretation of any law or regulation after the date hereof or (ii) compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) issued or made after the date hereof, affects or would affect the amount of capital required or expected to be maintained by such Lender or Issuing Bank, whether directly, or indirectly as a result of commitments of any corporation controlling such Lender or Issuing Bank (but without duplication), and the amount of such capital is increased by or based upon (A) the existence of such Lender’s or Issuing Bank’s commitment to lend or issue or participate in any Letter of Credit hereunder, or (B) the participation in or issuance or maintenance of any Letter of Credit or Loan and (C) other similar such commitments, then, promptly after demand by such Lender or Issuing Bank, the Borrower shall pay to the Administrative Agent for the account of such Lender or Issuing Bank from time to time as specified by such Lender or Issuing Bank additional amounts sufficient to compensate such Lender or Issuing Bank in the light of such circumstances, to the extent that such Lender or Issuing Bank reasonably determines such increase in capital to be allocable to the transactions contemplated hereby. A certificate as to such amounts and giving a reasonable explanation and calculation thereof (to the extent permitted by law) shall be submitted to the Borrower and the Administrative Agent by such Lender or Issuing Bank and shall be conclusive and binding for all purposes, absent manifest error.

(d) Notices, Etc. Each Lender and each Issuing Bank hereby agrees to use its best efforts to notify the Borrower of the occurrence of any event referred to in subsection (a), (b) or (c) of this Section 5.4 promptly after becoming aware of the occurrence thereof. The Borrower shall pay the Administrative Agent, for the account of such Lender or such Issuing Bank, the

amount shown as due on any certificate delivered pursuant to this Section 5.4 within ten (10) Business Days after its receipt of the same. The failure of any Lender or any Issuing Bank to provide such notice or to make demand for payment under said subsection shall not constitute a waiver of such Lender’s or such Issuing Bank’s rights hereunder; provided , that , notwithstanding any provision to the contrary contained in this Section 5.4 , the Borrower shall not be required to reimburse any Lender or any Issuing Bank for any amounts or costs incurred under subsection (a), (b) or (c) above, more than 90 days prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Borrower in writing thereof, in each case unless, and to the extent that, any such amounts or costs so incurred shall relate to the retroactive application of any event notified to the Borrower which entitles such Lender to such compensation. Each Lender and Issuing Bank claiming any compensation under this Section 5.4 shall use reasonable efforts to designate a different Applicable Lending Office if such designation would not result in the incurrence by such Lender or such Issuing Bank of additional costs or expenses which it deems material or, in the sole judgment of such Lender or such Issuing Bank, be inadvisable for regulatory, competitive or internal management reasons. If any Lender or Issuing Bank shall subsequently determine that any amount demanded and collected under this Section 5.4 was done so in error, such Lender or such Issuing Bank will promptly return such amount to the Borrower. Notwithstanding any other provision of this Section 5.4 , no Lender or Issuing Bank shall demand compensation for any increased cost or increased capital requirement referred to in subsection (a) or (c) above if it shall not at the time be the general policy or practice of such Lender or Issuing Bank (as the case may be) to demand such compensation in similar circumstances under comparable provisions of other credit agreements, if any.

(e) Survival of Obligations . Subject to subsection (d) above, the Borrower’s obligations under this Section 5.4 shall survive the repayment of all other amounts owing to the Lenders, the Swingline Lender, the Administrative Agent and the Issuing Banks under the Loan Documents and the termination of the Commitments.

Section 5 . 5 Sharing of Payments, Etc . If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Loans or other obligations owing to it pursuant to this Agreement (excluding any amounts applied by the Swingline Lender to outstanding Swingline Loans and excluding any amounts received by an Issuing Bank and/or the Swingline Lender to secure the obligations of a Defaulting Lender to fund risk participations hereunder and other than pursuant to Section 5.4 , 5.6 , 11.4 or 11.7 ) in excess of its ratable share of payments obtained by all the Lenders on account of the Loans of such Lenders, such Lender shall forthwith purchase from the other Lenders such participation in the Loans owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided , however , that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender’s ratable share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 5.5 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. Notwithstanding the foregoing, if any Lender shall obtain any such excess payment involuntarily, such Lender may, in lieu of purchasing participations from the other Lenders in accordance with this Section 5.5 , on the date of receipt of such excess payment, return such excess payment to the Administrative Agent for distribution in accordance with Section 5.1(a) .

Section 5 . 6 Taxes .

(a) All payments by the Borrower hereunder and under the other Loan Documents shall be made in accordance with Section 5.1 , free and clear of and without deduction for all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender, each Issuing Bank and the Administrative Agent, taxes imposed on its overall net or gross income, receipts, capital, net worth, privilege of transacting business or corporate franchise taxes imposed on it by the jurisdiction under the laws of which such Lender, such Issuing Bank or the Administrative Agent (as the case may be) is organized or any political subdivision thereof and, in the case of each Lender, taxes imposed on its overall net or gross income, receipts, capital, net worth, privilege of transacting business or corporate franchise taxes imposed on it by the jurisdiction of such Lender’s Applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “ Taxes ”). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any other Loan Document to any Lender, any Issuing Bank or the Administrative Agent, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 5.6 ) such Lender, such Issuing Bank or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

(b) In addition, the Borrower agrees to pay any present or future stamp or documentary taxes or any other similar taxes or charges that arise from any payment made hereunder or under any other Loan Document or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or any other Loan Document (hereinafter referred to as “ Other Taxes ”).

(c) Tax Indemnifications . (i) Without limiting the provisions of subsection (a) or (b) of this Section 5.6 and subject to clause (ii) below, the Borrower shall, and does hereby, indemnify the Administrative Agent, each Lender, and each Issuing Bank and shall make payment in respect thereof within thirty (30) days after demand therefor, for the full amount of any Taxes or Other Taxes (including Taxes or Other Taxes imposed by any jurisdiction or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Borrower or the Administrative Agent or paid by the Administrative Agent, such Lender, or such Issuing Bank, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally imposed or asserted by any Governmental Authority. The Borrower shall also, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within thirty (30) days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to the Borrower by a Lender or Issuing Bank (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or Issuing Bank, shall be conclusive absent manifest error. Nothing herein shall preclude the right of the Borrower to contest any such Taxes or Other Taxes so paid, and each Lender, each Issuing Bank and the Administrative Agent (as the case may be) will, following notice from, and at the expense of, the Borrower, reasonably cooperate with the Borrower to preserve the Borrower’s rights to contest such Taxes or Other Taxes.

(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender shall, and does hereby, indemnify the Borrower and the Administrative Agent, and shall make payment in respect thereof within thirty (30) days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (including the fees, charges and disbursements of any counsel for the Borrower or the Administrative Agent) incurred by or asserted against the Borrower or the Administrative Agent by any Governmental Authority directly as a result of the failure by such Lender to deliver, or as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender to the Borrower or the Administrative Agent pursuant to subsection (e) below. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this subsection (c)(ii). The agreements in this subsection (c)(ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the repayment of all other amounts owing to the Lenders, the Administrative Agent and the Issuing Banks under the Loan Documents and the termination of the Commitments.

(d) Within thirty (30) days after the date of any payment of Taxes, the Borrower will furnish to the Administrative Agent, at its address referred to in Section 11.2 , the original or a certified copy of a receipt evidencing payment thereof.

(e) Each Lender represents and warrants that either (i) it is organized under the laws of a jurisdiction within the United States or (ii) it has delivered to the Borrower or the Administrative Agent duly completed copies of such form or forms prescribed by the United States Internal Revenue Service indicating that such Lender is entitled to receive payments without deduction or withholding of any United States federal income taxes, as permitted by the Code or any tax treaty to which the United States is a party. Each other Lender agrees that, on or prior to the date upon which it shall become a party hereto, and upon the reasonable request from time to time of the Borrower or the Administrative Agent, such Lender will deliver to the Borrower and the Administrative Agent (to the extent that it is not prohibited by law from doing so) either (A) a statement that it is organized under the laws of a jurisdiction within the United States or (B) duly completed copies of such form or forms as may from time to time be prescribed by the United States Internal Revenue Service, indicating that such Lender is entitled to receive payments without deduction or withholding of any United States federal income taxes, as permitted by the Code. Each Lender that has delivered, and each other Lender that hereafter delivers, to the Borrower and the Administrative Agent the form or forms referred to in the two preceding sentences further undertakes to deliver to the Borrower and the Administrative Agent, to the extent that it is not prohibited by law from doing so, further copies of such form or forms, or successor applicable form or forms, as the case may be, as and when any previous form filed by it hereunder shall expire (upon request for recertification made by the Borrower or the Administrative Agent) or shall become incomplete or inaccurate in any respect. Each Lender represents and warrants that each such form supplied by it to the Administrative Agent and the Borrower pursuant to this subsection (e), and not superseded by another form supplied by it, is or will be, as the case may be, complete and accurate, and such Lender acknowledges and agrees that nothing contained herein shall in any way limit, waive, or otherwise reduce any claim that the Administrative Agent or the Borrower may have against such Lender in the event that any such form shall not be complete and accurate.

(f) Any Lender claiming any additional amounts payable pursuant to this Section 5.6 shall use its best efforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of its Applicable Lending Office if the making of such a change would

avoid the need for, or reduce the amount of, any such additional amounts that may thereafter accrue and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender.

(g) Any Lender claiming any additional amounts payable pursuant to this Section 5.6 (“ Additional Amounts ”) who receives a tax credit, rebate, allowance, remission, deduction, or similar tax benefit as a result of the Borrower’s payment of such Additional Amounts shall, to the extent it can do so without prejudice to the retention of the amount of the tax benefit so realized (after taking into account any net additional taxes paid in connection with the realization thereof), notify the Borrower and pay to the Borrower (to the extent that the same shall not already have been taken into account in computing any amount previously paid by the Borrower or the amount of any reimbursement previously received by such Lender) promptly after the realization thereof an amount that is equal to the net amount thereof (or, in the event of a deduction from taxable income, the net tax benefit generated thereby, if less than such deduction) plus any additional tax savings resulting from the payment of such amount to the Borrower pursuant to this sentence; provided , that , the aggregate of all such payments shall not exceed the aggregate of all Additional Amounts paid by the Borrower with respect to such Lender; provided , further , that , the Borrower, upon request of such Lender, agrees to pay the amount paid over to the Borrower (plus penalties, interest and other charges) to such Lender in the event such Lender is required to repay or return such refund with respect to which a payment was made by such Lender to the Borrower. Nothing contained herein shall interfere with the right of such Lender to arrange its tax affairs in whatever manner it deems appropriate and, in particular, such Lender shall neither be under any obligation to claim relief from a tax liability in priority to any other credit or deduction available to it or be obligated to disclose any information relating to its tax affairs or any computations in respect thereof or be required to do anything that would prejudice its ability to benefit from any other credits, deductions or similar tax savings to which it may be entitled.

(h) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 5.6 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the repayment of all other amounts owing to the Lenders, the Administrative Agent and the Issuing Banks under the Loan Documents and the termination of the Commitments.. If and to the extent that the obligations of the Borrower under this Section 5.6 are unenforceable for any reason, the Borrower agrees to make the maximum contribution to the payment and satisfaction thereof which is permissible under applicable law.

ARTICLE VI

CONDITIONS PRECEDENT

Section 6 . 1 Conditions Precedent to Effectiveness of this Agreement . This Agreement shall become effective on the first date on which all of the following conditions precedent shall be satisfied or waived:

(a) Loan Documents . The Administrative Agent shall have received (i) this Agreement, executed and delivered by a duly authorized officer of the Borrower and each Lender, (ii) the General and Refunding Mortgage Bonds in a principal amount equal to the Commitments, duly issued and delivered by a duly authorized officer of the Borrower and duly authenticated by the trustee under the General and Refunding Mortgage Indenture, (iii) the Notes (if requested by

any Lender), duly executed by the Borrower and (iv) any other applicable Loan Documents, each of which shall have been duly authorized, executed and delivered to the Administrative Agent.

(b) Approvals . All governmental and third party approvals (including, without limitation, any required approvals of the PUCN and any relevant Federal regulatory bodies) necessary in connection with the transactions contemplated herein, the issuance and delivery to the Administrative Agent of the General and Refunding Mortgage Bonds and the continuing operations of the Borrower and its Subsidiaries shall have been obtained and be in full force and effect; and the Administrative Agent shall have received evidence satisfactory to it that the foregoing have been accomplished.

(c) Related Agreements . The Administrative Agent shall have received (in a form reasonably satisfactory to the Administrative Agent) true and correct copies, certified as to authenticity by a Responsible Officer of the Borrower, of such documents or instruments as may be reasonably requested by the Administrative Agent, including, without limitation, a copy of any debt instrument, security agreement or other material contract to which the Borrower may be a party.

(d) Fees . The Lenders, the Administrative Agent and Wells Fargo Securities, BAS and RBS Securities (each in its capacity as Joint Lead Arranger) shall have received all fees required to be paid, and all expenses for which invoices have been presented (including reasonable fees, disbursements and other charges of counsel to the Administrative Agent), on or before the Closing Date.

(e) Closing Certificates . The Administrative Agent shall have received an officer’s certificate of the Borrower, dated the Closing Date, substantially in the form of Exhibit D , and a secretary’s certificate of the Borrower, dated the Closing Date, substantially in the form of Exhibit E , in each case executed by a Responsible Officer of the Borrower, with appropriate insertions and attachments in form and substance satisfactory to the Administrative Agent.

(f) Legal Opinions . The Administrative Agent shall have received the following executed legal opinions:

(i) the legal opinion of Choate, Hall & Stewart LLP, special counsel to the Borrower, in form and substance satisfactory to the Administrative Agent (including, without limitation, matters governed by New York law); and

(ii) the legal opinion of Woodburn and Wedge, Nevada counsel to the Borrower, in form and substance satisfactory to the Administrative Agent.

Each such legal opinion shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require.

(g) General and Refunding Mortgage Bond Documents . The Administrative Agent shall have received copies of (i) the General and Refunding Mortgage Indenture as in effect on the Closing Date, certified as to authenticity by a Responsible Officer of the Borrower and (ii) each of the following documents (all as defined in the General and Refunding Mortgage Indenture), each certified as to authenticity by a Responsible Officer of the Borrower: (A) an “ Officer’s Certificate ” pursuant to a board resolution meeting the requirements of Section 4.01(b) of the General and Refunding Mortgage Indenture and setting forth the terms of the General and Refunding Mortgage Bonds; (B) a “ Company Order ” requesting authentication of the General

and Refunding Mortgage Bond by the trustee under the General and Refunding Mortgage Indenture; and (C) all legal opinions provided in connection with the issuance of the General and Refunding Mortgage Bonds, including that required by Section 4.01(d) of the General and Refunding Mortgage Indenture.

(h) Financial Statements and Projections . The Lenders and the Administrative Agent shall have received and be satisfied with (i) the financial statements referred to in Section 7.1(a) and (ii) projections for the Borrower through the fiscal year ending December 31, 2012.

(i) Negative Mark-to-Market Exposure . The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower, in form and substance satisfactory to the Administrative Agent, setting forth calculations of the Borrower’s Aggregate Negative Mark-to-Market Exposure as of March 31, 2010, if any, in respect of all Hedge Agreements between the Borrower and any Lender or any Affiliate of a Lender.

(j) Termination of Existing NPC Credit Agreement . Receipt by the Administrative Agent of evidence that the Existing NPC Credit Agreement concurrently with the Closing Date is being terminated and all Liens securing obligations under the Existing NPC Credit Agreement concurrently with the Closing Date are being released.

(k) SPPC Facility . Receipt by the Administrative Agent of a certificate of a Responsible Officer of the Borrower, certifying that the SPPC Credit Agreement is, or contemporaneously with the effectiveness of this Agreement will be, effective on and as of Closing Date.

(l) ISDA Amendments . Receipt by the Administrative Agent of a certificate of a Responsible Officer of the Borrower, certifying as true and complete, all International Swaps and Derivatives Associations Master Agreements and Schedules of the Borrower, with any Lender or Affiliate of a Lender, each as amended or modified and as in effect on the Closing Date, in each case in form and substance satisfactory to the Administrative Agent.

(m) Good Standing Certificate . The Administrative Agent shall have received a certificate of good standing (or equivalent certification) issued within five (5) days prior to the Closing Date with respect to the Borrower by the Secretary of State in the Borrower’s jurisdiction of incorporation.

(n) Other Approvals, Etc . The Administrative Agent shall have received such other approvals, opinions and documents as any Lender, through the Administrative Agent, may reasonably request.

Section 6 . 2 Conditions Precedent to Each Extension of Credit . The obligation of each Lender or Issuing Bank, as the case may be, to make an Extension of Credit (including the initial Extension of Credit, but excluding Conversions (except (x) the condition precedent set forth in clause (c) of this Section 6.2 shall be satisfied for all Conversions and (y) the condition precedent set forth in clause (b) of this Section 6.2 shall be satisfied for all Conversions from Base Rate Loans to LIBOR Rate Loans)) shall be subject to the further conditions precedent that (a) each of the representations and warranties made by the Borrower in or pursuant to the Loan Documents (other than in the case of any Extension of Credit made after the occurrence of a Debt Ratings Trigger and during the period that the conditions for the Debt Ratings Trigger remain in effect, the representations and warranties set forth in Section 7.1(b) of this Agreement) is true and correct in all material respects on and as of the date of such Extension of Credit as if made on such date, (b) no Default or Event of Default has occurred and is continuing on the

date of such Extension of Credit or after giving effect to the Extensions of Credit requested to be made on such date and (c) the Administrative Agent and, if applicable, the applicable Issuing Bank and/or the Swingline Lender shall have received a Request for Credit Extension in accordance with the requirements hereof.

Section 6 . 3 Determinations Under Section 6.1 . For purposes of determining compliance with the conditions specified in Section 6.1 , each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by this Agreement shall have received written notice from such Lender prior to the date hereof specifying its objection thereto.

Section 6 . 4 Reliance on Certificates . The Lenders, the Issuing Banks and the Administrative Agent shall be entitled to rely conclusively upon the certificates delivered from time to time by officers of the Borrower as to the names, incumbency, authority and signatures of the respective individuals named therein until such time as the Administrative Agent may receive a replacement certificate, in form acceptable to the Administrative Agent, from an officer of such Person identified to the Administrative Agent as having authority to deliver such certificate, setting forth the names and true signatures of the officers and other representatives of such Person thereafter authorized to act on behalf of such Person.

ARTICLE VII

REPRESENTATIONS AND WARRANTIES

Section 7 . 1 Representations and Warranties of the Borrower . To induce the Administrative Agent, the Issuing Banks and the Lenders to enter into this Agreement and to make Extensions of Credit, the Borrower hereby represents and warrants to the Administrative Agent, each Issuing Bank and each Lender that:

(a) Financial Condition . The audited consolidated balance sheets of the Borrower as at December 31, 2008 and December 31, 2009 and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly the Consolidated financial condition of the Borrower and its Subsidiaries as at such dates, and the Consolidated results of its operations and its Consolidated cash flows for the respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). The Borrower and its Subsidiaries do not have any material Guarantees, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2009 to and including the date hereof there has been no Disposition by the Borrower or any of its Subsidiaries of any material part of its business or Property. The financial statements delivered pursuant to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries, as of the date and for the periods covered thereby.

(b) No Change . Since December 31, 2009, there has been no development or event that has had or could reasonably be expected to have a Material Adverse Effect.

(c) Corporate Existence; Compliance with Law . Each of the Borrower and its Subsidiaries (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) has the corporate power and authority, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (iii) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification and (iv) is in compliance with all Requirements of Law, except to the extent that, in the case of clauses (ii), (iii) and (iv) above, the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. Set forth on Schedule 7.1(c) as of the Closing Date (and for the four (4) months immediately preceding the Closing Date), is the exact legal name of the Borrower, the state of its incorporation, the chief executive office, the principal place of business, the jurisdictions in which the Borrower is qualified to do business, the federal tax identification number and organizational identification number of the Borrower.

(d) Corporate Power; Authorization; Enforceable Obligations . The Borrower has the corporate power and authority, and the legal right, to make, deliver and perform the Loan Documents and to borrow hereunder. The Borrower has taken all necessary corporate action to authorize the execution, delivery and performance of the Loan Documents, to authorize the issuance and delivery or assignment of the General and Refunding Mortgage Bonds on the terms and conditions of this Agreement and to authorize such borrowings on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the borrowings hereunder or the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Loan Documents, except consents, authorizations, filings and notices described in Schedule 7.1(d) , which consents, authorizations, filings and notices have been obtained or made and are in full force and effect. Each Loan Document has been duly executed and delivered on behalf of the Borrower. This Agreement constitutes, and each other Loan Document upon execution will constitute, a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

(e) No Legal Bar . The execution, delivery and performance of this Agreement and the other Loan Documents, the Extensions of Credit hereunder and the use of the proceeds thereof will not violate any Requirement of Law or any Contractual Obligation of the Borrower or any of its Subsidiaries and will not result in, or require, the creation or imposition of any Lien (other than pursuant to the Loan Documents) on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation. No Requirement of Law or Contractual Obligation applicable to the Borrower or any of its Subsidiaries could reasonably be expected to have a Material Adverse Effect.

(f) No Material Litigation . No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened by or against the Borrower or any of its Subsidiaries or against any of their respective properties or revenues (i) with respect to any of the Loan Documents or any of the transactions

contemplated hereby or thereby, or (ii) that could reasonably be expected to have a Material Adverse Effect, except as set forth on Schedule 7.1(f) .

(g) No Default . Neither the Borrower nor any of its Subsidiaries is in default under or with respect to any of its Contractual Obligations in any respect that could reasonably be expected to have a Material Adverse Effect. No Default or Event of Default has occurred and is continuing.

(h) Ownership of Property; Liens . Each of the Borrower and its Subsidiaries has title in fee simple to, or a valid leasehold interest in, all its real property, and good title to, or a valid leasehold interest in, all its other Property, and none of such Property is subject to any Lien except for Permitted Liens, including without limitation all Mortgaged Property and all rights to control or occupy easements or rights of way that are part of the Mortgaged Property.

(i) Intellectual Property . The Borrower and each of its Subsidiaries owns, or is licensed to use, all Intellectual Property necessary for the conduct of its business as currently conducted. No material claim has been asserted and is pending by any Person challenging or questioning the use of any Intellectual Property or the validity or effectiveness of any Intellectual Property, nor does the Borrower know of any valid basis for any such claim. The use of Intellectual Property by the Borrower and its Subsidiaries does not infringe on the rights of any Person in any material respect.

(j) Taxes . Each of the Borrower and each of its Subsidiaries has filed or caused to be filed all Federal, state and other material tax returns that are required to be filed and has paid all taxes shown to be due and payable on said returns or on any assessments made against it or any of its Property and all other taxes, fees or other charges imposed on it or any of its Property by any Governmental Authority (other than any the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the Borrower or its Subsidiaries, as the case may be); and no tax Lien has been filed, and, to the knowledge of the Borrower, no claim is being asserted, with respect to any such tax, fee or other charge.

(k) Federal Regulations . No part of the proceeds of any Extension of Credit will be used for “purchasing” or “carrying” any “margin stock” within the respective meanings of each of the quoted terms under Regulation U as now and from time to time hereafter in effect or for any purpose that violates the provisions of the regulations of the Board. The Borrower does not own any “margin stock” within the meaning of the quoted term under Regulation U as now and from time to time hereafter in effect. If requested by any Lender or the Administrative Agent, the Borrower will furnish to the Administrative Agent and each Lender a statement to the foregoing effect in conformity with the requirements of FR Form G-3 or FR Form U-1 referred to in Regulation U.

(l) Government Approval and Filings . The PUCN has duly and validly issued an order authorizing the Borrower to enter into this Agreement and the other Loan Documents and to take all actions contemplated hereby or thereby or in connection herewith or therewith and to incur the maximum amount of indebtedness provided for in this Agreement and the other Loan Documents, and such authority granted to the Borrower pursuant to such order has not been rescinded, revoked or otherwise modified and remains in full force and effect. All compliance reports required to be filed with the PUCN in connection with this Agreement and the other Loan Documents have been properly filed with and accepted by the PUCN. No other authorization, approval, order, decree, ruling or other action by, or notice to or filing with, any Governmental

Authority is required for the due execution, delivery and performance by the Borrower of this Agreement or any of the other Loan Documents.

(m) Labor Matters . There are no strikes or other labor disputes against the Borrower or any of its Subsidiaries pending or, to the knowledge of the Borrower, threatened that (individually or in the aggregate) could reasonably be expected to have a Material Adverse Effect. Hours worked by and payment made to employees of the Borrower and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Requirement of Law dealing with such matters that (individually or in the aggregate) could reasonably be expected to have a Material Adverse Effect. All payments due from the Borrower or any of its Subsidiaries on account of employee health and welfare insurance that (individually or in the aggregate) could reasonably be expected to have a Material Adverse Effect if not paid have been paid or accrued as a liability on the books of the Borrower or the relevant Subsidiary.

(n) ERISA . Neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. No Single Employer Plan is in “at risk status” (as defined in Section 430(i)(4) of the Code, without regard to Section 430(i)(4)(B) relating to the transition rule) and the Borrower has timely made the minimum required contribution (as defined in Section 430(a) of the Code) to each Single Employer Plan. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No such Multiemployer Plan is in Reorganization or Insolvent.

(o) Investment Company Act; Other Regulations . The Borrower is not an “investment company”, or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended. The Borrower is not subject to regulation under any Requirement of Law (other than Regulation X of the Board) which limits its ability to incur Indebtedness (other than public utility laws and regulations of Nevada administered by the PUCN).

(p) Subsidiaries .

(i) The Subsidiaries listed on Schedule 7.1(p) constitute all the Subsidiaries of the Borrower at the date hereof. Schedule 7.1(p) sets forth as of the Closing Date the name and jurisdiction of incorporation of each Subsidiary and, as to each Subsidiary, the percentage of each class of Capital Stock owned by the Borrower.

(ii) There are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments of any nature relating to any Capital Stock of the Borrower or any Subsidiary.

(q) Use of Proceeds . The proceeds of the Extensions of Credit shall be used solely for working capital and general corporate purposes of the Borrower and its Subsidiaries, including, without limitation, the refinancing of certain Indebtedness outstanding as of the Closing Date (including the Existing NPC Credit Agreement), Capital Expenditures in the ordinary course of business, acquisitions permitted hereunder, commercial paper back-stop purposes and the payment of certain fees and expenses incurred in connection with the transactions contemplated by this Agreement.

(r) Environmental Matters . Except with respect to matters existing on the Closing Date as set forth in the Borrower’s annual report on form 10-K for the fiscal year ended December 31, 2009 and other than exceptions to any of the following that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect:

(i) The Borrower and its Subsidiaries: (A) are, and within the period of all applicable statutes of limitation have been, in compliance with all applicable Environmental Laws; (B) hold all Environmental Permits (each of which is in full force and effect) required for any of their current or intended operations or for any property owned, leased, or otherwise operated by any of them; (C) are, and within the period of all applicable statutes of limitation have been, in compliance with all of their Environmental Permits; and (D) reasonably believe that: each of their Environmental Permits will be timely renewed and complied with, without material expense; any additional Environmental Permits that may be required of any of them will be timely obtained and complied with, without material expense; and compliance with any Environmental Law that is or is expected to become applicable to any of them will be timely attained and maintained, without material expense.

(ii) There are no Materials of Environmental Concern present at, on, under, in, or about any real property now or formerly owned, leased or operated by the Borrower or any of its Subsidiaries, or at any other location (including, without limitation, any location to which Materials of Environmental Concern have been sent for re-use or recycling or for treatment, storage, or disposal), which could reasonably be expected, individually or in the aggregate, to (A) give rise to liability of the Borrower or any of its Subsidiaries under any applicable Environmental Law or otherwise result in costs to the Borrower or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect, or (B) interfere with the Borrower’s or any of its Subsidiaries’ continued operations, or (C) materially adversely affect the fair saleable value of any real property owned or leased by the Borrower or any of its Subsidiaries.

(iii) There is no judicial, administrative, or arbitral proceeding (including any notice of violation or alleged violation) under or relating to any Environmental Law to which the Borrower or any of its Subsidiaries is, or to the knowledge of the Borrower or any of its Subsidiaries will be, named as a party that is pending or, to the knowledge of the Borrower or any of its Subsidiaries, threatened.

(iv) Neither the Borrower nor any of its Subsidiaries has received any written request for information, or been notified that it is a potentially responsible party under or relating to the federal Comprehensive Environmental Response, Compensation, and Liability Act or any similar Environmental Law, or with respect to any Materials of Environmental Concern.

(v) Neither the Borrower nor any of its Subsidiaries has entered into or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with or liability under any Environmental Law.

(vi) Neither the Borrower nor any of its Subsidiaries has assumed or retained, by contract or operation of law, any liabilities of any kind, fixed or contingent, known or unknown, under any Environmental Law or with respect to any Material of Environmental Concern.

(s) Accuracy of Information, etc. No statement or information contained in this Agreement, any other Loan Document or any other document, certificate or statement furnished to the Administrative Agent or the Lenders or any of them, by or on behalf of the Borrower for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, contained as of the date such statement, information, document or certificate was so furnished, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements contained herein or therein not misleading. The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. There is no fact known to the Borrower that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein, in the other Loan Documents or in any other documents, certificates and statements furnished to the Administrative Agent and the Lenders for use in connection with the transactions contemplated hereby and by the other Loan Documents.

(t) General and Refunding Mortgage Bonds .

(i) The General and Refunding Mortgage Indenture is effective to create in favor of The Bank of New York Mellon Trust Company, N.A., as trustee under the General and Refunding Mortgage Indenture (the “ Indenture Trustee ”), for the ratable benefit of all Holders of Securities (as defined in the General and Refunding Mortgage Indenture), a legal, valid, binding, subsisting and enforceable Lien on and security interest in the Mortgaged Property and the proceeds thereof, subject to applicable Debtor Relief Laws, and such Lien constitutes a fully perfected Lien on, and security interest in, all right title and interest of the grantors thereof in such Mortgaged Property and the proceeds thereof, in each case prior to and superior in right to any other Person subject only to Permitted Liens (as defined in the General and Refunding Mortgage Indenture.

(ii) The General and Refunding Mortgage Bonds, when executed by the Borrower and authenticated by the Indenture Trustee in accordance with the General and Refunding Mortgage Indenture and delivered to the Administrative Agent in accordance with the terms hereof, will constitute valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their terms, except as the enforceability thereof may be limited by applicable Debtor Relief Laws. The Borrower has all requisite corporate power and authority to issue and deliver the General and Refunding Mortgage Bonds in accordance with and upon the terms and conditions set forth herein.

(iii) The General and Refunding Mortgage Bonds secure the Obligations of the Borrower hereunder, have been duly and validly issued and are entitled to the security and benefits of the General and Refunding Mortgage Indenture. The General and Refunding Mortgage Bonds are secured equally and ratably with, and only with, all other Securities (as defined in the General and Refunding Mortgage Indenture) issued and outstanding under the General and Refunding Mortgage Indenture.

(u) Solvency . The Borrower is, and after giving effect to the incurrence of all Indebtedness and obligations being incurred in connection herewith and therewith will be and will continue to be, Solvent.

(v) Compliance with OFAC Rules and Regulations .

(a) None of the Borrower or any of its Subsidiaries or their respective Affiliates is in violation of and shall not violate any of the country or list based economic and trade sanctions administered and enforced by OFAC that are described or referenced at http://www.ustreas.gov/offices/enforcement/ofac/ or as otherwise published from time to time.

(b) None of the Borrower or any of its Subsidiaries or their respective Affiliates (i) is a Sanctioned Person or a Sanctioned Entity, (ii) has more than 10% of its assets located in Sanctioned Entities, or (iii) derives more than 10% of its operating income from investments in, or transactions with Sanctioned Persons or Sanctioned Entities. No proceeds of any Loan will be used nor have any been used to fund any operations in, finance any investments or activities in or make any payments to, a Sanctioned Person or a Sanctioned Entity.

(w) Insurance . The Borrower and its Subsidiaries maintain insurance with financially sound and reputable insurance companies on all its Property in at least such amounts and against at least such risks (but including in any event public liability, product liability, hazard and business interruption) as are usually insured against in the same general area by companies engaged in the same or a similar business.

(x) Compliance with FCPA . Each of the Borrower and its Subsidiaries is in compliance with the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, et seq. , and any foreign counterpart thereto. None of the Borrower or its Subsidiaries has made a payment, offering, or promise to pay, or authorized the payment of, money or anything of value (a) in order to assist in obtaining or retaining business for or with, or directing business to, any foreign official, foreign political party, party official or candidate for foreign political office, (b) to a foreign official, foreign political party or party official or any candidate for foreign political office, and (c) with the intent to induce the recipient to misuse his or her official position to direct business wrongfully to the Borrower or any of its Subsidiaries or to any other Person, in violation of the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, et seq.

(y) Anti-Terrorism Laws . Neither the Borrower nor any of its Subsidiaries is an “enemy” or an “ally of the enemy” within the meaning of Section 2 of the Trading with the Enemy Act of the United States of America (50 U.S.C. App. §§ 1 et seq .) (the “ Trading with the Enemy Act ”), as amended. Neither any of the Borrower nor any of its Subsidiaries is in violation of (a) the Trading with the Enemy Act, as amended, (b) any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as

amended) or any enabling legislation or executive order relating thereto or (c) the Patriot Act. None of the Borrower or its Subsidiaries (i) is a blocked person described in Section 1 of the Anti-Terrorism Order or (ii) to the best of its knowledge, engages in any dealings or transactions, or is otherwise associated, with any such blocked person.

ARTICLE VIII

COVENANTS OF THE BORROWER

Section 8 . 1 Affirmative Covenants . So long as any Loan or any other amount payable hereunder or under any Note shall remain unpaid, any Letter of Credit shall remain outstanding or any Lender shall have any Commitment, the Borrower shall and shall cause each of its Subsidiaries to:

(a) Financial Statements . Furnish to the Administrative Agent and each Lender:

(i) as soon as available, but in any event within ninety (90) (or, if earlier, on the date of any required public filing thereof) days after the end of each fiscal year of the Borrower, a copy of the audited Consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at the end of such year and the related audited Consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by independent certified public accountants of nationally recognized standing; provided , that , electronic delivery by the Borrower to the Administrative Agent and the Lenders of the Borrower’s annual report to the SEC on Form 10-K with respect to any fiscal year within the period specified above shall be deemed to be compliance by the Borrower with this Section 8.1(a)(i) ; and

(ii) as soon as available, but in any event not later than forty-five (45) (or, if earlier, on the date of any required public filing thereof) days after the end of each of the first three quarterly periods of each fiscal year of the Borrower, the unaudited Consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at the end of such quarter and the related unaudited Consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments); provided , that , electronic delivery by the Borrower to the Administrative Agent and the Lenders of the Borrower’s quarterly report to the SEC on Form 10-Q with respect to any fiscal quarter within the period specified above shall be deemed to be compliance by the Borrower with this Section 8.1(a)(ii) .

All such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied (except as approved by such accountants or officer, as the case may be, and disclosed in reasonable detail therein) consistently throughout the periods reflected therein and with prior periods.

(b) Certificates; Other Information . Furnish to the Administrative Agent and each Lender, or, in the case of clause (iv) below, to the relevant Lender:

(i) concurrently with the delivery of any financial statements pursuant to Section 8.1(a) , (A) a certificate of a Responsible Officer stating that, to the best of such

Responsible Officer’s knowledge, the Borrower and each of its Subsidiaries during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, and (B) a schedule in form satisfactory to the Administrative Agent of the computations used by the Borrower in determining, as of the end such fiscal year or quarter (as the case may be), compliance with the covenant contained in Section 8.3 ;

(ii) if requested by the Administrative Agent or another Lender within five (5) days after such request, copies of all financial statements and reports that the Borrower sends to the holders of any class of its debt securities or public equity securities and, within five days after such request, copies of all financial statements and reports that the Borrower may make to, or file with, the SEC;

(iii) within five (5) Business Days after the end of each calendar month, a certificate of a Responsible Officer of the Borrower substantially in the form of Exhibit F , in form and substance satisfactory to the Administrative Agent, setting forth calculations of the Borrower’s Aggregate Negative Mark-to-Market Exposure, if any;

(iv) promptly, such additional financial and other information as any Lender may from time to time reasonably request; and

(v) concurrently with the delivery of any financial statements pursuant to Section 8.1(a) , a certificate of a Responsible Officer of the Borrower, in form and substance satisfactory to the Administrative Agent, setting forth any updated information as to the exact legal name of the Borrower, the state of its incorporation, the chief executive office, the principal place of business, the jurisdictions in which the Borrower is qualified to do business, the federal tax identification number and the organizational identification number of the Borrower.

(c) Payment of Obligations . Pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its material obligations of whatever nature, except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves in conformity with GAAP with respect thereto have been provided on the books of the Borrower or its Subsidiaries, as the case may be.

(d) Conduct of Business, Maintenance of Existence, Compliance with Law, etc. (i) (A) Preserve, renew and keep in full force and effect its corporate existence and (B) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business, except, in each case, as otherwise permitted by Section 8.2(c) and except, in the case of clause (B) above, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (ii) comply with all Contractual Obligations and Requirements of Law, except (x) to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect and (y) as described on Schedule 8.1(d) .

public liability, product liability, hazard and business interruption) as are usually insured against in the same general area by companies engaged in the same or a similar business.

(f) Inspection of Property; Books and Records; Discussions . (i) Keep proper books of records and accounts in which full, true and correct entries in conformity with GAAP and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities and (ii) permit representatives of any Lender (at such Lender’s expense, except during the continuation of an Event of Default) to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time and as often as may reasonably be desired and to discuss the business, operations, properties and financial and other condition of the Borrower and its Subsidiaries with officers and employees of the Borrower and its Subsidiaries and with its independent certified public accountants.

(g) Notices . Promptly give notice to the Administrative Agent and each Lender of:

(i) the occurrence of any Default or Event of Default;

(ii) any (A) default or event of default under any Contractual Obligation of the Borrower or any of its Subsidiaries or (B) litigation, investigation or proceeding which may exist at any time between the Borrower or any of its Subsidiaries and any Governmental Authority, that in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect;

(iii) any litigation or proceeding affecting the Borrower or any of its Subsidiaries in which (A) the amount involved is $25,000,000 or more and not covered by insurance or (B) injunctive or similar relief is sought and such litigation or proceeding, could reasonably be expected to have a Material Adverse Effect;

(iv) the following events, as soon as possible and in any event within thirty (30) days after the Borrower knows or has reason to know thereof: (A) the occurrence of any Reportable Event with respect to any Plan, a failure to make any required contribution to a Plan, the creation of any Lien in favor of the PBGC or a Plan or any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan or (B) the institution of proceedings or the taking of any other action by the PBGC or the Borrower or any Commonly Controlled Entity or any Multiemployer Plan with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Plan;

(v) any development or event that has had or could reasonably be expected to have a Material Adverse Effect;

(vi) any change in the Borrower’s Secured Debt Rating; and

(vii) any amendment or modification to (A) its certificate of incorporation or (B) the General and Refunding Mortgage Indenture.

Each notice pursuant to this Section (other than clause (vi)) shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action the Borrower or the relevant Subsidiary proposes to take with respect thereto.

The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Joint Lead Arrangers will make available to the Lenders and the Issuing Banks materials and/or information provided by or on behalf of the Borrower hereunder (collectively, " Borrower Materials ") by posting the Borrower Materials on SyndTrak or another similar electronic system (the " Platform ") and (b) certain of the Lenders (each a " Public Lender ") may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons' securities. The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked "PUBLIC" which, at a minimum, shall mean that the word "PUBLIC" shall appear prominently on the first page thereof; (x) by marking Borrower Materials "PUBLIC," the Borrower shall be deemed to have authorized the Administrative Agent, the Joint Lead Arrangers, the Issuing Banks and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States federal and state securities laws ( provided , however , that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.8 ); (y) all Borrower Materials marked "PUBLIC" are permitted to be made available through a portion of the Platform designated as "Public Side Information;" and (z) the Administrative Agent and the Joint Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked "PUBLIC" as being suitable only for posting on a portion of the Platform that is not marked as "Public Side Information." Notwithstanding the foregoing, the Borrower shall be under no obligation to mark any Borrower Materials "PUBLIC."

(h) Environmental Laws . Except where the failure to take the following actions could not reasonably be expected to have a Material Adverse Effect,

(i) comply with, and ensure compliance by all tenants and subtenants, if any, with, all applicable Environmental Laws, and obtain and comply with and maintain, and ensure that all tenants and subtenants obtain and comply with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws; and

(ii) conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws and promptly comply with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws.

Section 8 . 2 Negative Covenants . So long as any Loan or any other amount payable hereunder or under any Note shall remain unpaid, any Letter of Credit shall remain outstanding or any Lender shall have any Commitment, the Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly:

(a) Limitation on Indebtedness . Incur Indebtedness unless (i) there exists no Default or Event of Default and (ii) after giving effect to the incurrence of such Indebtedness, the Borrower will be in compliance with the financial covenant set forth in Section 8.3(a) on a Pro Forma Basis.

(b) Limitation on Liens . Create, incur, assume or suffer to exist any Lien of any kind securing Indebtedness, Attributable Debt or trade payables on any of its Property, whether now owned or hereafter acquired, except for the following (the “ Permitted Liens ”):

(i) Liens securing the liabilities and obligations of the Borrower under the Loan Documents and Liens securing any Hedging Obligations to the extent such Liens are granted on a pari passu basis with each other;

(ii) Liens in favor of the Borrower 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 Borrower or any Subsidiary of the Borrower; 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 Borrower or such Subsidiary;

(iv) Liens on property existing at the time of acquisition of the property by the Borrower or any Subsidiary of the Borrower; provided , that such Liens were in existence prior to the contemplation of such acquisition;

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

(vi) Liens existing on the Closing Date listed on Schedule 8.2(b)(vi) ;

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

(ix) Liens securing any Indebtedness that is issued pursuant to the General and Refunding Mortgage Indenture;

(x) 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 Borrower 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 Borrower or any of its Subsidiaries;

(xi) Liens in favor of the United States Department of Energy in connection with the Borrower’s smart grid assets purchased with a grant from the United States Department of Energy under the American Recovery and Reinvestment Act;

(xii) Liens that constitute “Permitted Liens” as defined in the General and Refunding Mortgage Indenture as in effect on the Closing Date except for Liens permitted by clause (c) of such definition of “Permitted Liens” in the General and Refunding Mortgage Indenture as in effect on the Closing Date;

(xiii) the Lien in favor of the Indenture Trustee on the Mortgaged Property; and

(xiii) Other Liens securing Indebtedness not to exceed, at any one time outstanding, $35,000,000.

(c) Limitation on Fundamental Changes . Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or Dispose of all or substantially all of its Property or business, except that:

(i) any Subsidiary of the Borrower may be merged or consolidated with or into the Borrower ( provided , that the Borrower shall be the continuing or surviving corporation);

(ii) any Subsidiary of the Borrower may be merged or consolidated with another Subsidiary of the Borrower; and

(ii) any Subsidiary of the Borrower may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to the Borrower.

(d) Limitation on Disposition of Property; Issuance of Subsidiary Capital Stock . Dispose of any of its Property (including, without limitation, receivables and leasehold interests), whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except :

(i) the Disposition of obsolete or worn out property in the ordinary course of business.

(ii) the sale of inventory in the ordinary course of business.

(iii) (A) the issuance of Equity Interests by a Subsidiary to the Borrower or another Subsidiary or (B) the sale of any Subsidiary’s Capital Stock to the Borrower.

(iv) the transfer of assets between or among the Borrower and its Subsidiaries.

(v) a Restricted Payment that is permitted by Sections 8.2(e) .

(vi) the transfer of assets by the Borrower and its Subsidiaries required under statute or regulation in connection with renewable energy contracts.

(vii) sales, transfers or other Dispositions of assets, including Capital Stock of Subsidiaries, for consideration at least equal to the fair market value of the assets Disposed of, but only if the consideration received consists of Capital Stock of a Person that becomes a Subsidiary engaged in, or property or assets (other than cash, except to the 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 that are used in, a Permitted Business; provided , that , the fair market value of any assets Disposed of shall be determined by the Board of Directors of the Borrower and based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if the fair market value of the assets Disposed of exceeds $25,000,000.

(viii) Dispositions not otherwise permitted by this Section 8.2(d) ; provided , that :

(A) the aggregate amount of Dispositions made in accordance with this clause (viii), in any fiscal year, shall not exceed 10% of the Consolidated Assets, as determined as of the last day of the fiscal year prior to the fiscal year in which the Dispositions are made;

(B) the Borrower (or the Subsidiary, as the case may be) receives consideration at the time of such Disposition at least equal to the fair market value of the assets Disposed of (the fair market value of any assets Disposed of shall be determined by (x) a Responsible Officer of the Borrower if the fair market value is less than $25,000,000 or (y) the Board of Directors of the Borrower, if the fair market value is $25,000,000 or greater and based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing);

(C) at least seventy-five percent (75%) of the consideration received in connection with the Disposition shall be in the form of cash. Strictly for purposes of this Section 8.2(d)(viii)(C) , each of the following shall be deemed to be cash:

(1) any liabilities, as shown on the most recent financial statements delivered by the Borrower pursuant to Section 8.1(a) , of the Borrower or any Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the Obligations) that are assumed by the transferee or purchaser of such assets Disposed of pursuant to a customary novation agreement that releases the Borrower or such Subsidiary from further liability; and

(2) any securities, notes or other obligations received by the Borrower or any such Subsidiary from such transferee or purchaser of the assets Disposed of that are contemporaneously, subject to ordinary settlement periods, converted by the Borrower or such Subsidiary into cash, to the extent of the cash received in that conversion; and

(D) within three hundred sixty-five (365) days of the receipt by the Borrower or any Subsidiary of any Net Proceeds from any Disposition under this Section 8.2(d)(viii) , the Borrower shall apply such Net Proceeds at its option:

(1) to repay outstanding Indebtedness issued pursuant to the General and Refunding Mortgage Indenture or any Indebtedness which is indirectly secured thereby;

(2) to acquire all or substantially all of the assets of, or a majority of the voting Capital Stock of, a business that the Borrower is permitted to engage in pursuant to and in accordance with Section 8.2(l) (a “ Permitted Business ”);

(3) to make a capital expenditure; and/or

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

The amount of any Net Proceeds of a Disposition that are not applied as set forth above (“ Excess Net Proceeds ”) shall cause a reduction in the Commitments in the amount of such Excess Net Proceeds in accordance with Section 2.3(a) .

(ix) Dispositions not otherwise permitted under this Section 8.2(d) , in an amount not to exceed a fair market value of $25,000,000, in the aggregate, during any fiscal year of the Borrower.

(e) Limitation on Restricted Payments . (i) Declare or pay any dividend or make any other payment or distribution on account of the Borrower’s or any of its Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Borrower or any of its Subsidiaries) or to the direct or indirect holders of the Borrower’s or any of its Subsidiaries’ Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests of the Borrower) or to the Borrower or a Subsidiary of the Borrower or (ii) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Borrower) any Equity Interests of the Borrower or any direct or indirect parent of the Borrower (all such payments and other actions set forth in clauses (i) and (ii) above being collectively referred to as “ Restricted Payments ”), unless , (i) there exists no Default or Event of Default and (ii) after giving effect to such Restricted Payment, the Borrower will be in compliance with the financial covenant set forth in Section 8.3(a) on a Pro Forma Basis; provided , however , the preceding provisions will not prohibit: (1) the payment of any dividend within 60 days after the date of declaration of the dividend, if at the date of declaration the dividend payment would have complied with the provisions of this clause (e), (2) the payment of any dividend by a Subsidiary of the Borrower to the holders of its Equity Interests on a pro rata basis and (3) 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 Debt of the Borrower held by such trust.

(f) Modifications of Instruments, etc. Amend or modify in any manner adverse to the Lenders (as reasonably determined by the Administrative Agent) (i) its certificate of incorporation or (ii) the General and Refunding Mortgage Indenture.

(g) Limitation on Transactions with Affiliates . Except as set forth on Schedule 8.2(g) , enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of Property, the rendering of any service or the payment of any management, advisory or similar fees, with any Affiliate (other than the Borrower or any Subsidiary) unless such transaction is (i) otherwise permitted under this Agreement, (ii) in the ordinary course of business or consistent with past practice of the Borrower or such Subsidiary, as the case may be, and (iii) upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary, as the case may be, than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate.

(h) Limitation on Changes in Fiscal Periods . Permit the fiscal year of the Borrower to end on a day other than December 31 or change the Borrower’s method of determining fiscal quarters.

(i) Limitation on Negative Pledge Clauses . Enter into or suffer to exist or become effective any agreement that (i) prohibits or limits the ability of the Borrower or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any of its Property or revenues, whether now owned or hereafter acquired, to secure the Obligations, other than (x) this Agreement and the other Loan Documents, (y) any agreements governing any purchase money Liens or Capital Lease Obligations otherwise permitted hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby) and (z) any restriction in effect on the date hereof or (ii) contains covenants more restrictive than the covenants in this Section 8.2 , unless the Borrower offers to amend this Agreement, concurrently with the effectiveness of such other agreement, to provide covenants under this Agreement equivalent to the more restrictive covenants under such other agreement for so long as such more restrictive covenants remain in effect under such other agreement.

(j) Limitation on Assets in Subsidiaries . Permit less than 80% of the Consolidated Assets of the Borrower and its Subsidiaries to be held by Persons other than the Borrower.

(k) Limitation on Modifications to Subordinated Debt . Amend, supplement or otherwise modify any documentation governing any Subordinated Debt (other than (i) amendments to such Subordinated Debt which reduce the interest rate or extend the maturity thereof and (ii) waivers of compliance by the Borrower with any of the terms or conditions of such Subordinated Debt (except those terms or conditions which by their terms are for the benefit of the Lenders)).

(l) Limitation on Lines of Business . Engage in any business, either directly or through any Subsidiary, except for those businesses in which the Borrower and its Subsidiaries are engaged on the date of this Agreement or that are reasonably related thereto.

(m) Limitation on Release from Liens . Cause the Liens of the General and Refunding Mortgage Indenture and related security documents, upon any assets, to be released, except in connection with a Disposition of such assets permitted by Section 8.2(d) ; provided , that within one hundred and eighty (180) days after any such release, the Borrower will either (i) Dispose of such assets or (ii) subject such assets again to the Lien of the General and Refunding Mortgage Indenture.

(n) Limitation on Subsidiary Guarantees . Permit any Subsidiary to Guarantee the payment of any Indebtedness of the Borrower unless:

(i) such Subsidiary simultaneously executes and delivers to the Administrative Agent a Subsidiary Guarantee of such Subsidiary, except that, with respect to a Guarantee of Indebtedness of the Borrower if such Indebtedness is by its express terms subordinated in right of payment to the Loans and other Obligations, any such Guarantee of such Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Subsidiary’s Subsidiary Guarantee with respect to the Loans and such other Obligations substantially to the same extent as such Indebtedness is subordinated to the Loans and such other Obligations;

(ii) such Subsidiary waives, and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Borrower or any other Subsidiary of the Borrower as a result of any payment by such Subsidiary under its Subsidiary Guarantee of the Loans and other Obligations; and

(iii) such Subsidiary shall deliver to the Administrative Agent 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 Subsidiary, except insofar as enforcement thereof may be limited by applicable Debtor Relief Laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity;

provided , that this Section shall not be applicable to any Guarantee of any Subsidiary that (A) existed at the time such Person became a Subsidiary of the Borrower and (B) was not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary of the Borrower.

Notwithstanding the foregoing and the other provisions of this Agreement, 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 Borrower or a Subsidiary of the Borrower, such Subsidiary Guarantor will be released from its obligations under its Subsidiary Guarantee if (1) the sale or other Disposition is in compliance with Section 8.2(d) and (2) the Subsidiary Guarantor is also released or discharged from its obligations under the Guarantee which resulted in the creation of such Subsidiary Guarantee, except by or as a result of payment under such Guarantee.

(o) Use of Proceeds . Use the proceeds of any Extension of Credit, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the Board) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose.

(p) Payment of Subordinated Debt . Make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value, any Subordinated Debt, except for any scheduled payment of interest or the payment of principal at the Stated Maturity thereof and except for payments made in respect of Subordinated Debt that constitutes trust preferred securities pursuant to a Trust Preferred Vehicle permitted hereunder.

Section 8 . 3 Financial Covenant .

(a) Maximum Leverage . The Borrower shall not permit the ratio of (a) Consolidated Indebtedness to (b) Consolidated Capital, determined as of the last day of each fiscal quarter, to exceed 0.68 to 1.00.

(b) Compliance Period . The covenant set forth in subsection (a) above shall have no further force or effect, and the Borrower shall no longer be required to comply therewith, at any time after the Maturity Date, unless at any such time any Loan or any other amount payable hereunder or under any Note shall remain unpaid or any Letter of Credit shall remain outstanding.

ARTICLE IX

DEFAULTS

Section 9 . 1 Events of Default . If any of the following events shall occur and be continuing, the Administrative Agent and the Lenders shall be entitled to exercise the remedies set forth in Section 9.2 :

(a) The Borrower shall:

(i) fail to pay any principal of any Loan or any LC Obligation when due in accordance with the terms hereof; or

(ii) fail to pay any interest on any Loan or any LC Obligation, or any other amount payable hereunder or under any other Loan Document, within five (5) days after any such interest or other amount becomes due in accordance with the terms hereof or thereof; or

(b) Any representation or warranty made or deemed made by the Borrower herein or in any other Loan Document or that is contained in any certificate, document or financial or other statement furnished by it at any time under or in connection with this Agreement or any such other Loan Document shall prove to have been inaccurate in any material respect on or as of the date made or deemed made or furnished; or

(c) The Borrower shall default in the observance or performance of any agreement contained in clause (A) or (B) of Section 8.1(d)(i) , Section 8.1(g)(i) , Section 8.2 or Section 8.3 ; or

(d) The Borrower shall default in the observance or performance of any other agreement contained in this Agreement or any other Loan Document (other than as provided in paragraphs (a) through (c) of this Section), and such default shall continue unremedied for a period of thirty (30) days; or

(e) (i) The Borrower or any of its Subsidiaries shall (A) default in making any payment of any principal of any Indebtedness (including, without limitation, any Guarantees, but excluding the Loans) on the scheduled or original due date with respect thereto; or (B) default in making any payment of any interest on any such Indebtedness beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created; or (C) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or to become subject to a mandatory offer to purchase by the obligor thereunder or (in the case of any such Indebtedness constituting a Guarantee) to become payable; or (ii) the Borrower or any of its Subsidiaries shall, (A) default in making any payment of any amount owing to a counterparty under any Hedge Agreement beyond the period of grace, if any, provided in such Hedge Agreement; or (B) default in the observance or performance of any other agreement or condition relating to any such Hedge Agreement or contained in such Hedge Agreement or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the counterparty under such Hedge Agreement to cause, with the giving of notice if required, the Borrower or such Subsidiary to make a termination payment, payment of liquidated damages or similar payment under such Hedge Agreement (collectively, “ Payment Amounts ”); provided , that a default, event or condition described in clause (i) or (ii) of this paragraph (e) shall not at any time constitute an Event of Default unless, at such time, one or more defaults, events or conditions of the type described in

clauses (i) and (ii) of this paragraph (e) shall have occurred and be continuing with respect to Indebtedness and/or Payment Amounts the outstanding principal amount of which exceeds $35,000,000 in the aggregate ; or

(f) (i) The Borrower or any of its Subsidiaries shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or the Borrower or any of its Subsidiaries shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against the Borrower or any of its Subsidiaries any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of sixty (60) days; or (iii) there shall be commenced against the Borrower or any of its Subsidiaries any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within sixty (60) days from the entry thereof; or (iv) the Borrower or any of its Subsidiaries shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) the Borrower or any of its Subsidiaries shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or

(g) (i) Any Person shall engage in any “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (ii) any “accumulated funding deficiency” (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan, any Single Employer Plan shall be deemed to be in “at risk status” as defined in Section 430(i)(4) of the Code, or any Lien in favor of the PBGC or a Plan shall arise on the assets of the Borrower or any Commonly Controlled Entity, (iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of the Required Lenders, likely to result in the termination of such Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan shall terminate for purposes of Title IV of ERISA, (v) the Borrower or any Commonly Controlled Entity shall, or in the reasonable opinion of the Required Lenders shall be likely to, incur any liability in connection with a withdrawal from, or the Insolvency or Reorganization of, a Multiemployer Plan or (vi) any other event or condition shall occur or exist with respect to a Plan; and in each case in clauses (i) through (vi) above, such event or condition, together with all other such events or conditions, if any, could, in the sole judgment of the Required Lenders, reasonably be expected to have a Material Adverse Effect; or

(h) One or more judgments, decrees or orders shall be entered against the Borrower or any of its Subsidiaries involving for the Borrower and its Subsidiaries taken as a whole a liability (not paid or fully covered by insurance as to which the relevant insurance company (that shall be rated at least “A” by A.M. Best Company) has acknowledged coverage) that exceeds more than $35,000,000 in the aggregate (with credit for any applicable insurance coverage) and all such judgments, decrees or orders shall not have been vacated, discharged, stayed, paid or bonded pending appeal within sixty (60) days from the entry thereof; or

(i) Any of the Loan Documents or the General and Refunding Mortgage Indenture (or any security documents executed in connection therewith) shall cease for any reason to be in full force and effect, or the Borrower or any Affiliate of the Borrower shall so assert; or any Lien created by any of the Loan Documents or the General and Refunding Mortgage Indenture (or any security documents executed in connection therewith) shall cease to be enforceable and of the same effect and priority purported to be created thereby; or

(j) Any Event of Default under (and as defined in) the General and Refunding Mortgage Indenture shall occur; or

(k) Any Change of Control shall occur; or

(l) At any time any of the Issuing Banks shall have been served with or otherwise subjected to a court order, injunction, or other process or decree issued or granted at the instance of the Borrower restraining or seeking to restrain such Issuing Bank from paying any amount under any Letter of Credit issued by it and either (i) there has been a drawing under such Letter of Credit which such Issuing Bank would otherwise be obligated to pay or (ii) the stated expiration date or any reduction of the stated amount of such Letter of Credit has occurred but the right of the beneficiary to draw thereunder has been extended to a date after the Letter of Credit Expiration Date in connection with the pendency of the related court action or proceeding; or

(m) Any Subordinated Debt shall cease (or the Borrower or an Affiliate of the Borrower shall so assert), for any reason, to be validly subordinated to the Obligations as provided in the agreements evidencing the Subordinated Debt.

Section 9 . 2 Remedies . Upon the occurrence of an Event of Default, with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower:

(a) Acceleration; Termination of Facilities . Terminate the Commitments and declare the principal of and interest on the Loans at the time outstanding, and all other amounts owed to the Lenders and to the Administrative Agent under this Agreement or any of the other Loan Documents (including, without limitation, the Outstanding Amount of all LC Obligations, whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented or shall be entitled to present the documents required thereunder) and all other Obligations (other than Hedging Obligations and Treasury Management Obligations), to be forthwith due and payable, whereupon the same shall immediately become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived by the Borrower, anything in this Agreement or the other Loan Documents to the contrary notwithstanding, and terminate the credit facility under this Agreement and any right of the Borrower to request borrowings or Letters of Credit thereunder; provided , that upon the occurrence of an Event of Default specified in Section 9.1(f) , the Commitments shall be automatically terminated and all Obligations (other than Hedging Obligations and Treasury Management Obligations) shall automatically become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived by the Borrower, anything in this Agreement or in any other Loan Document to the contrary notwithstanding.

the control of the Administrative Agent an amount equal to the aggregate then undrawn and unexpired amount of such Letters of Credit. Amounts held in such Cash Collateral account shall be applied by the Administrative Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be applied to repay the other Obligations on a pro rata basis. After all such Letters of Credit shall have expired or been fully drawn upon, the Outstanding Amount of all LC Obligations shall have been satisfied and all other Obligations shall have been paid in full, the balance, if any, in such Cash Collateral account shall be returned to the Borrower.

(c) Rights of Collection . Exercise on behalf of the Lenders all of its other rights and remedies under this Agreement, the other Loan Documents, the General and Refunding Mortgage Bonds, the General and Refunding Mortgage Indenture and Applicable Law, in order to satisfy all of the Obligations.

Section 9 . 3 Rights and Remedies Cumulative; Non-Waiver; etc . The enumeration of the rights and remedies of the Administrative Agent and the Lenders set forth in this Agreement is not intended to be exhaustive and the exercise by the Administrative Agent and the Lenders of any right or remedy shall not preclude the exercise of any other rights or remedies, all of which shall be cumulative, and shall be in addition to any other right or remedy given hereunder or under the other Loan Documents or that may now or hereafter exist at law or in equity or by suit or otherwise. No delay or failure to take action on the part of the Administrative Agent or any Lender in exercising any right, power or privilege shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege or shall be construed to be a waiver of any Event of Default. No course of dealing between the Borrower, the Administrative Agent and the Lenders or their respective agents or employees shall be effective to change, modify or discharge any provision of this Agreement or any of the other Loan Documents or to constitute a waiver of any Event of Default.

Section 9 . 4 Crediting of Payments and Proceeds . In the event that the Borrower shall fail to pay any of the Obligations when due and the Obligations have been accelerated pursuant to Section 9.2 , all payments received by the Lenders (and in the case of Hedge Agreements and Treasury Management Agreements, Affiliates of Lenders) upon the Obligations and all net proceeds from the enforcement of the Obligations shall be applied:

First , to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such, the Issuing Banks in their respective capacities as such and the Swingline Lender in its capacity as such (ratably among the Administrative Agent and the Issuing Banks in proportion to the respective amounts described in this clause First payable to them);

Second , to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders, including attorney fees (ratably among the Lenders in proportion to the respective amounts described in this clause Second payable to them);

Third , to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and LC Borrowings and any Hedging Obligations (including any accrued and unpaid interest thereon, but excluding any termination payments paid pursuant to clause Fourth ) (ratably among the Lenders (and, in the case of Hedging Obligations, Affiliates of Lenders) in proportion to the respective amounts described in this clause Third payable to them);

Fourth , to payment of that portion of the Obligations constituting unpaid principal of the Loans and LC Borrowings, any termination payments then required to be paid in connection with Hedging Obligations, and payments due in connection with Treasury Management Obligations and to the Administrative Agent for the account of the Issuing Banks, to Cash Collateralize any LC Obligations (ratably among the Lenders and the Administrative Agent (and, in the case of Hedging Obligations and Treasury Management Obligations, Affiliates of Lenders), in proportion to the respective amounts described in this clause Fourth held by or payable to them); and

Last , the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.

Section 9 . 5 Administrative Agent May File Proofs of Claim . In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Borrower, the Administrative Agent (irrespective of whether the principal of any Loan or LC Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Sections 2.2 , 4.8 , 4.9 and 11.4 ) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.2 , 4.8 , 4.9 and 11.4 .

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

ARTICLE X

THE ADMINISTRATIVE AGENT

Section 10 . 1 Appointment and Authority . Each of the Lenders and the Issuing Banks hereby irrevocably appoints Wells Fargo Bank to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its

behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. Each of the Lenders and the Issuing Banks hereby authorizes the Administrative Agent to vote the General and Refunding Mortgage Bonds, or consent with respect thereto, at any meeting (or where the vote or consent of the bondholders is requested without a meeting) of the bondholders under the General and Refunding Mortgage Indenture. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Banks, and neither the Borrower nor any Subsidiary thereof shall have rights as a third party beneficiary of any of such provisions.

Section 10 . 2 Rights as a Lender . The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “ Lender ” or “ Lenders ” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

Section 10 . 3 Exculpatory Provisions . The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent:

(a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing;

(b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided , that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or any Requirement of Law; and

(c) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 9.2 and 11.1 ) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice describing such Default or Event of Default is given to the Administrative Agent by the Borrower, a Lender or the Issuing Banks.

The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any

other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article VI or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Section 10 . 4 Reliance by the Administrative Agent . The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the Issuing Banks, the Administrative Agent may presume that such condition is satisfactory to such Lender or the Issuing Banks unless the Administrative Agent shall have received notice to the contrary from such Lender or the Issuing Banks prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

Section 10 . 5 Delegation of Duties . The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

Section 10 . 6 Resignation of Administrative Agent .

(a) The Administrative Agent may at any time give notice of its resignation to the Lenders, the Issuing Banks and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right with the consent of the Borrower (which consent shall not be unreasonably withheld or delayed, and shall not be required upon the occurrence or continuance of an Event of Default), in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the Issuing Banks and without the requirement of the consent of any other Person (other than the successor Administrative Agent), appoint a successor Administrative Agent meeting the qualifications set forth above; provided , that if the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the

Administrative Agent on behalf of the Lenders or the Issuing Banks under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and the Issuing Banks directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 11.4 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

(b) Any resignation by Wells Fargo Bank as Administrative Agent pursuant to this Section shall also constitute its resignation as an Issuing Bank and as Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank and Swingline Lender, (ii) the retiring Issuing Bank and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (iii) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the retiring Issuing Bank to effectively assume the obligations of the retiring Issuing Bank with respect to such Letters of Credit.

Section 10 . 7 Non-Reliance on Administrative Agent and Other Lenders . Each Lender and each Issuing Bank acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and each Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

Section 10 . 8 No Other Duties, etc . Anything herein to the contrary notwithstanding, none of the syndication agents, documentation agents, co-agents, book manager, lead manager, arranger, lead arranger or co-arranger listed on the cover page or signature pages hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender or an Issuing Bank hereunder.

Section 10 . 9 Collateral and Guaranty Matters . The Lenders and the Issuing Banks irrevocably authorize the Administrative Agent, at its option and in its discretion,

(a) to release any Lien on any collateral granted to or held by the Administrative Agent under any Loan Document or to release the General and Refunding Mortgage Bonds (i)

upon termination of the Commitments and payment in full of all Obligations under the Loan Documents (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable Issuing Bank in their sole discretion shall have been made) or (ii) if approved, authorized or ratified in writing in accordance with Section 11.1 ;

(b) to subordinate any Lien on any collateral granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such collateral that is permitted by Section 8.2(b)(vi) ; and

(c) to release any Subsidiary Guarantor from its obligations under the Subsidiary Guarantee if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder.

Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under any Subsidiary Guarantee pursuant to this Section.

ARTICLE XI

MISCELLANEOUS

Section 11 . 1 Amendments, Etc . No amendment or waiver of any provision of any Loan Document, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided , however , that no amendment, waiver or consent shall, unless in writing and signed by each Lender affected thereby, do any of the following: (i) waive, modify or eliminate any of the conditions specified in Section 6.2 , (ii) increase the Commitments of the Lenders or subject the Lenders to any additional obligations (other than as provided by this Agreement), (iii) reduce the principal of, or interest on, any Loan, any Applicable Margin or any fees or other amounts payable hereunder (other than fees payable to the Administrative Agent pursuant to Section 2.2(b) ), (iv) extend the Revolving Credit Termination Date or the Letter of Credit Expiration Date or postpone any date fixed for any payment of principal of, or interest on, any Loan or any fees or other amounts payable hereunder (other than fees payable to the Administrative Agent pursuant to Section 2.2(b) ), (v) change the definition of “ Required Lenders ” contained in Section 1.1 or change any other provision that specifies the percentage of the Commitments or of the aggregate unpaid principal amount of the Loans or the number of Lenders which shall be required for the Lenders or any of them to take any action hereunder, (vi) amend any Loan Document in a manner intended to prefer one or more Lenders over any other Lenders, (vii) take any action that would result in the General and Refunding Mortgage Bonds no longer being secured equally and ratably with all other securities issued and outstanding under the General and Refunding Mortgage Indenture or no longer being secured by direct and valid, duly perfected Liens on and security interests in the Mortgaged Property (as defined in the General and Refunding Mortgage Indenture), subject only to Permitted Liens (as such term is defined in the General and Refunding Mortgage Indenture), (viii) release the General and Refunding Mortgage Bonds or Subsidiary Guarantees, if any, except pursuant to the terms thereof or pursuant to Section 10.9 hereof, or change any provision of the General and Refunding Mortgage Bonds providing for the release of the General and Refunding Mortgage Bonds, or (ix) amend, waive or modify this Section 11.1 .

Furthermore, (A) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document, (B) no amendment, waiver or consent shall, unless in writing and signed by each Issuing Bank in addition to the Lenders required above to take such action, affect the rights or duties of the Issuing Banks under this Agreement or any other Loan Document and (C) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above to take such action, affect the rights or duties of the Swingline Lender under this Agreement or any other Loan Document.

Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than the Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other affected Lenders will require the consent of such Defaulting Lender.

Any request from the Borrower for any amendment, waiver or consent under this Section 11.1 shall be addressed to the Administrative Agent. The Administrative Agent, as holder of the General and Refunding Mortgage Bonds, will not consent to any amendment or other modification of the General and Refunding Mortgage Indenture that requires the consent of holders of all securities issued thereunder, without the consent of each Lender.

Section 11 . 2 Notices, Etc . All notices and other communications provided for hereunder and under the other Loan Documents shall be in writing (including telegraphic, facsimile, telex or cable communication) and mailed, sent via electronic mail, telegraphed, telecopied, telexed, cabled or delivered, (i) if to the Borrower, at the address specified on Schedule 11.2 ; (ii) if to any Lender listed on Schedule 11.2 , at its Domestic Lending Office specified under its name on Schedule 11.2 ; (iii) if to any Issuing Bank, at its address specified on Schedule 11.2 ; (iv) if to any Lender other than a Lender listed on Schedule 11.2 , at its Domestic Lending Office specified in the Assignment and Assumption pursuant to which it became a Lender; and (v) if to Wells Fargo Bank as Administrative Agent or Swingline Lender, at its address specified on Schedule 11.2 ; or, as to each party, at such other address as shall be designated by such party in a written notice to the other parties. All such notices and communications shall, when mailed, sent via electronic mail, telegraphed, telecopied, telexed or cabled, be effective five (5) days after being deposited in the mails, or when delivered to the telegraph company, telecopied, confirmed by telex answerback or delivered to the cable company, respectively, except that notices and communications to the Administrative Agent and/or any Issuing Bank pursuant to Article II , III , IV or X shall not be effective until received by the Administrative Agent and/or such Issuing Bank, as the case may be.

Section 11 . 3 No Waiver of Remedies . No failure on the part of the Borrower, any Lender, the Issuing Banks or the Administrative Agent to exercise, and no delay in exercising, any right hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

Section 11 . 4 Costs, Expenses and Indemnification .

connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Banks in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder, and (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Lender or the Issuing Banks (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the Issuing Banks), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

(b) Indemnification by the Borrower . The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and the Issuing Banks, and each Related Party of any of the foregoing Persons (each such Person being called an “ Indemnitee ”) against, and hold each Indemnitee harmless from, any and all losses, claims (including, without limitation, any environmental claims or civil penalties or fines assessed by OFAC), damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee) arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the Issuing Banks to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Materials of Environmental Concern on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any environmental claim related in any way to the Borrower or any of its Subsidiaries, (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether any Indemnitee is a party thereto, or (v) any claim (including, without limitation, any environmental claims or civil penalties or fines assessed by OFAC), investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Loans, this Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including without limitation, reasonable attorneys and consultant’s fees, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee.

indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) or the Issuing Banks in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or Issuing Banks in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 5.5 .

(d) Waiver of Consequential Damages, Etc . To the fullest extent permitted by any Requirement of Law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in clause (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.

(e) Payments . All amounts due under this Section shall be payable promptly after demand therefor.

Section 11 . 5 Right of Set-off ; Payments Set Aside .

(a) If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Banks and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by any Requirement of Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, the Issuing Banks or any such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower or now or hereafter existing under this Agreement or any other Loan Document to such Lender or the Issuing Banks, irrespective of whether or not such Lender or the Issuing Banks shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed to a branch or office of such Lender or the Issuing Banks different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender or the Issuing Banks and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender or the Issuing Banks or their respective Affiliates may have. Each Lender or the Issuing Banks agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided , that the failure to give such notice shall not affect the validity of such setoff and application.

(b) The Borrower agrees that it shall have no right of off set, deduction or counterclaim in respect of its obligations hereunder, and that the obligations of the Lenders hereunder are several and not joint. Nothing contained herein shall constitute a relinquishment or waiver of the Borrower’s rights to any independent claim that the Borrower may have against the Administrative Agent or any Lender for the Administrative Agent’s or such Lender’s, as the case may be, gross negligence or willful misconduct, but no Lender shall be liable for any such conduct on the part of the Administrative Agent or any other Lender, and the Administrative Agent shall not be liable for any such conduct on the part of any Lender.

(c) To the extent that any payment by or on behalf of the Borrower is made to the Administrative Agent, any Issuing Bank or any Lender, or the Administrative Agent, any Issuing Bank or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, such Issuing Bank or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors or otherwise, then (i) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (ii) each Lender and each Issuing Bank severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders and the Issuing Banks under clause (ii) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.

Section 11 . 6 Binding Effect . This Agreement shall become effective when it shall have been executed by the Borrower and the Administrative Agent and when the Administrative Agent shall have been notified by each Lender and each Issuing Bank that such Lender or Issuing Bank, as applicable, has executed it and thereafter shall be binding upon and inure to the benefit of the Borrower, the Administrative Agent, each Lender and each Issuing Bank and their respective successors and assigns, except that the Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders.

Section 11 . 7 Successors and Assigns ; Participations .

(a) Successors and Assigns Generally . The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder or thereunder without the prior written consent of the Administrative Agent, the Issuing Banks and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Banks and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Assignments by Lenders . Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in Letters of Credit and in Swingline Loans) at the time owing to it); provided ; that any such assignment shall be subject to the following conditions:

(i) Minimum Amounts .

(A) in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the related Loans at the time owing to it or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

(B) in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 in the case of an assignment of a Commitment unless each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided , however , that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met.

(ii) Proportionate Amounts . Each partial assignment shall be made as an assignment of a proportionate part of all of the assigning Lender's Loans and Commitments, and rights and obligations with respect thereto, assigned, except that this clause (ii) shall not apply to the Swingline Lender's rights and obligations in respect of Swingline Loans;

(iii) Required Consents . No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:

(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) a Default or an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund;

(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Commitment if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender;

(C) the consent of each Issuing Bank (each such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Commitment; and

(D) the consent of the Swingline Lender (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Commitment.

waive such processing and recordation fee in the case of any assignment. The Eligible Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

(v) No Assignment to Borrower . No such assignment shall be made to the Borrower or any of the Borrower's Affiliates or Subsidiaries.

(vi) No Assignment to Natural Persons . No such assignment shall be made to a natural person.

(vii) No Assignment to Defaulting Lender . No such assignment shall be made to a Defaulting Lender.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section 11.7 , from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 5.4 , 5.6 and 11.4 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver a Note to the Eligible Assignee. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section.

(c) Register . The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at the Administrative Agent's Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Loans and Letters of Credit owing to, each Lender pursuant to the terms hereof from time to time (the " Register "). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender at any reasonable time and from time to time upon reasonable prior notice.

(d) Participations . Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person or the Borrower or any of the Borrower's Affiliates or Subsidiaries) (each, a " Participant ") in all or a portion of such Lender's rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender's participations in Letters of Credit and/or Swingline Loans) owing to it); provided ; that (i) such Lender's obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Lenders and the Issuing Banks shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided , that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in Section 11.1 that

affects such Participant. Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 5.4 , and 5.6 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by Law, each Participant also shall be entitled to the benefits of Section 11.5 as though it were a Lender, provided such Participant agrees to be subject to Section 5.5 as though it were a Lender.

(e) Limitation on Participant Rights . A Participant shall not be entitled to receive any greater payment under Section 5.4 or 5.6 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower's prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 5.6 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 5.6 as though it were a Lender.

(f) Certain Pledges . Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(g) Resignation as Issuing Bank or Swingline Lender after Assignment . Notwithstanding anything to the contrary contained herein, if any Lender acting as an Issuing Bank or the Swingline Lender assigns all of its Commitment pursuant to subsection (b) above, such Lender may, (i) upon thirty (30) days' notice to the Borrower and the Lenders, resign as an Issuing Bank and/or (ii) upon thirty (30) days' notice to the Borrower, resign as Swingline Lender. In the event of any such resignation as an Issuing Bank or Swingline Lender, the Borrower shall be entitled to appoint from among the Lenders a successor Issuing Bank or Swingline Lender hereunder; provided , however , that no failure by the Borrower to appoint any such successor shall affect the resignation of such Lender as an Issuing Bank or Swingline Lender, as the case may be. If a Lender resigns as an Issuing Bank, it shall retain all the rights, powers, privileges and duties of an Issuing Bank hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an Issuing Bank and all LC Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk participations pursuant to Article IV ). If Wells Fargo Bank resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 3.8(c) . Upon the appointment of a successor Issuing Bank and/or Swingline Lender, (1) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Bank or Swingline Lender, as the case may be, and (2) the successor Issuing Bank shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning Issuing Bank to effectively assume the obligations of the resigning Issuing Bank with respect to such Letters of Credit.

required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder, under any other Loan Document or Hedge Agreement or Treasury Management Agreement entered into with a Lender or an Affiliate of a Lender or any action or proceeding relating to this Agreement, any other Loan Document or Hedge Agreement or Treasury Management Agreement entered into with a Lender or an Affiliate of a Lender or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to any Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or Participant in, any of its rights or obligations under this Agreement, (g)(i) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (ii) an investor or prospective investor in securities issued by an Approved Fund that also agrees that Information shall be used solely for the purpose of evaluating an investment in such securities issued by the Approved Fund, (iii) a trustee, collateral manager, servicer, backup servicer, noteholder or secured party in connection with the administration, servicing and reporting on the assets serving as collateral for securities issued by an Approved Fund, or (iv) a nationally recognized rating agency that requires access to information regarding the Borrower and its Subsidiaries, the Loans and Loan Documents in connection with ratings issued in respect of securities issued by an Approved Fund (in each case, it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential), (h) with the consent of the Borrower or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any Lender, the Swingline Lender, any Issuing Bank or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower.

For purposes of this Section, “ Information ” means all information received from the Borrower or any of its Subsidiaries relating to the Borrower or any of its Subsidiaries or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender, the Swingline Lender or any Issuing Bank on a nonconfidential basis prior to disclosure by any the Borrower or any of its Subsidiaries; provided , that , in the case of information received from the Borrower or any of its Subsidiaries after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Section 11 . 9 Waiver of Jury Trial . EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Federal court sitting in New York, New York in any action arising out of any Loan Document, (b) agrees that all claims in such action may be decided in such court, (c) waives, to the fullest extent it may effectively do so, the defense of an inconvenient forum and (d) consents to the service of process by mail. A final judgment in any such action shall be conclusive and may be enforced in other jurisdictions. Nothing herein shall affect the right of any party to serve legal process in any manner permitted by law or affect its right to bring any action in any other court.

Section 11 . 11 Relation of the Parties; No Beneficiary . In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Lenders and the Joint Lead Arrangers, are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Lenders and the Joint Lead Arrangers, on the other hand, (ii) the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b)(i) the Administrative Agent, each Lender and each Joint Lead Arranger is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not and will not be acting as an advisor, agent or fiduciary, for the Borrower or any of Affiliates or any other Person and (ii) neither the Administrative Agent nor any Lender nor Joint Lead Arranger has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (c) the Administrative Agent, each Lender and each Joint Lead Arranger and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent nor any Lender nor any Joint Lead Arranger has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases, any claims that it may have against the Administrative Agent, any Lender or any Joint Lead Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Section 11 . 12 Execution in Counterparts . This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Agreement.

Section 11 . 13 Survival of Agreement . All covenants, agreements, representations and warranties made herein and in the certificates pursuant hereto shall be considered to have been relied upon by the Administrative Agent, the Issuing Banks and the Lenders and shall survive the making by the Lenders of the Extensions of Credit and the execution and delivery to the Lenders of any Notes evidencing the Extensions of Credit and shall continue in full force and effect so long as any Note or any amount due hereunder or under any other Loan Document is outstanding and unpaid, any Letter of Credit is outstanding, or any Commitment of any Lender has not been terminated.

full force and effect and shall protect the Administrative Agent and the Lenders against events arising after such termination as well as before.

Section 11 . 15 Patriot Act Notice . Each Lender and the Administrative Agent (for itself and not on behalf of any other party) hereby notifies the Borrower that, pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower in accordance with the Patriot Act.

Section 11.16 Severability . If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 11.17 Electronic Execution of Assignments and Certain Other Documents . The words “execution,” “signed,” “signature” and words of like import in any Assignment and Assumption or in any amendment or other modification hereof (including waivers and consents) shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

Section 11.18 Defaulting Lenders .

(a) Adjustments . Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:

(i) Waivers and Amendments . That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 11.1 .

(ii) Reallocation of Payments . Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article IX or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 11.5 ), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first , to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second , to the payment on a pro rata basis of any amounts owing by that Defaulting Lender to the Issuing Banks or Swingline Lender hereunder; third , if requested by an Issuing Bank or the Swingline Lender, to be held as Cash Collateral for Fronting Exposure; fourth , as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth , if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing

deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement; sixth , to the payment of any amounts owing to the Lenders, the Issuing Banks or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Issuing Bank or the Swingline Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh , so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and eighth , to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided , that if (x) such payment is a payment of the principal amount of any Loans or LC Borrowings in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans or LC Borrowings were made at a time when the conditions set forth in Section 6.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or LC Borrowings owed to, that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 11.18(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

(iii) Certain Fees . Such Defaulting Lender (A) shall not be entitled to receive any Commitment Fee pursuant to Section 2.2(a) for any period during which such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to such Defaulting Lender) and (B) shall be limited in its right to receive Letter of Credit Fees as provided in Section 4.8) .

(iv) Reallocation of Applicable Percentages to Reduce Fronting Exposure . During any period in which there is a Defaulting Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit or Swingline Loans, the “Percentage” of each non-Defaulting Lender shall be computed without giving effect to the Commitment of that Defaulting Lender; provided , that , (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no Default or Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters of Credit and Swingline Loans shall not exceed the positive difference, if any, of (A) the Commitment of that non-Defaulting Lender minus (B) the aggregate Outstanding Amount of the Revolving Loans of that Lender.

(b) Defaulting Lender Cure . If the Borrower, the Administrative Agent, the Swingline Lender and the Issuing Banks agree in writing in their sole discretion that a Defaulting Lender no longer falls under the definition of “Defaulting Lender”, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), such Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Revolving Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Lenders in accordance with their Percentages (without giving effect to Section 11.18(a)(iv) ), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided , further , that except to the extent otherwise expressly

agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender.

Section 11.19 Cash Collateral .

(a) Certain Credit Support Events . Upon the request of the Administrative Agent or an Issuing Bank (i) if an Issuing Bank has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an LC Borrowing or (ii) if, as of the Letter of Credit Expiration Date, any LC Obligation for any reason remains outstanding, the Borrower shall, in each case, immediately repay the LC Borrowing or Cash Collateralize the then Outstanding Amount of all LC Obligations. At any time that there shall exist a Defaulting Lender, immediately upon the request of the Administrative Agent, an Issuing Bank or the Swingline Lender, the Borrower shall deliver to the Administrative Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to Section 11.18(a)(iv) and any Cash Collateral provided by the Defaulting Lender). If ninety (90) days subsequent to the Closing Date any Existing Letter of Credit is outstanding, then, promptly upon the request of Union Bank, as Issuing Bank for the Existing Letters of Credit, the Borrower shall Cash Collateralize the Outstanding Amount of all LC Obligations related to such outstanding Existing Letters of Credit. Failure to promptly provide such Cash Collateral after request by Union Bank shall constitute an Event of Default.

(b) Grant of Security Interest . All Cash Collateral (other than credit support not constituting funds subject to deposit) shall be maintained in blocked, non-interest bearing deposit accounts at the Administrative Agent. The Borrower, and to the extent provided by any Lender, such Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the Issuing Banks and the Lenders (including the Swingline Lender), and agrees to maintain, a first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 11.19(c) . If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent as herein provided, or that the total amount of such Cash Collateral is less than the applicable Fronting Exposure and other obligations secured thereby, the Borrower or the relevant Defaulting Lender will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency.

(c) Application . Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this Section 11.19 or Sections 2.3 , 3.8 , 5.5 , 9.2 or Article IV in respect of Letters of Credit or Swingline Loans shall be held and applied to the satisfaction of the specific LC Obligations, Swingline Loans, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such property as may be provided for herein.

(d) Release . Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender) or (ii) the Administrative Agent’s good faith determination that there exists excess Cash Collateral; provided , however , (x) that Cash Collateral furnished by or on behalf of the Borrower shall not be released during the continuance of an Event of Default (and following application as provided in this Section 11.19 may be otherwise applied in accordance with Section 9.4 ), and (y) the Person providing Cash Collateral and the applicable Issuing Bank or Swingline Lender, as

applicable, may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

Section 11.20 Press Releases and Related Matters . The Borrower and its Affiliates agree that they will not in the future issue any press releases or other public disclosure using the name of the Administrative Agent or any Lender or their respective Affiliates or referring to this Agreement or any of the Loan Documents without the prior written consent of such Person, unless (and only to the extent that) the Borrower or such Affiliate is required to do so under law and then, in any event, the Borrower or such Affiliate will consult with such Person before issuing such press release or other public disclosure; provided , however , the Borrower and its Affiliates shall not be required to obtain the prior written consent of any Person or consult with any Person prior to any public disclosure required (a) pursuant to any federal securities laws applicable to the Borrower or any of its Subsidiaries, (b) pursuant to the rules and regulations governing the New York Stock Exchange or any other stock exchange or quotation service from time to time applicable to the Borrower or any of its Subsidiaries or (c) by any other Governmental Authority. The Borrower and its Subsidiaries consent to the publication by the Administrative Agent or any Lender of customary advertising material relating to the transactions contemplated by this Agreement and the Loan Documents using the name, product photographs, logo or trademark of the Borrower and its Subsidiaries.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

NEVADA POWER COMPANY d/b/a NV ENERGY

By:	/s/ E. Kevin Bethel
Name:	E. Kevin Bethel
Title:	Interim Chief Financial Officer, Interim Treasurer, Vice President, Chief Accounting Officer and Controller

[Signature pages continue]

[Nevada Power Credit Agreement]

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent, a Lender, Swingline Lender and an Issuing Bank

By:	/s/ Henry R. Biedrzycki
Name:	Henry R. Biedrzycki
Title:	Director

BANK OF AMERICA, N.A.,

as a Lender and an Issuing Bank

By:	/s/ Patrick Martin
Name:	Patrick Martin
Title:	Senior Vice President

THE ROYAL BANK OF SCOTLAND PLC,

as a Lender and an Issuing Bank

By:	/s/ Belinda Tucker
Name:	Belinda Tucker
Title:	Senior Vice President

DEUTSCHE BANK TRUST COMPANY AMERICAS,

as a Lender

By:	/s/ Marcus M. Tarkington
Name:	Marcus M. Tarkington
Title:	Director

By:	/s/ Enrique Landaeta
Name:	Enrique Landaeta
Title:	Vice President

JP MORGAN CHASE BANK, N.A.,

a s a Lender

By:	/s/ Nancy R. Barwig
Name:	Nancy R. Barwig
Title:	Vice President

GOLDMAN SACHS BANK USA,

as a Lender

By:	/s/ Mark Walton
Name:	Mark Walton
Title:	Authorized Signatory

UBS LOAN FINANCE LLC,

as a Lender

By:	/s/ Irja R. Otsa
Name:	Irja R. Otsa
Title:	Associate Director

By:	/s/ Mary E. Evans
Name:	Mary E. Evans
Title:	Associate Director

BARCLAYS BANK PLC,

as a Lender

By:	/s/ Sam Yoo
Name:	Sam Yoo
Title:	Assistant Vice President

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,

as a Lender

By:	/s/ Shaheen Malik
Name:	Shaheen Malik
Title:	Vice President

By:	/s/ Kevin Buddhdew
Name:	Kevin Buddhdew
Title:	Associate

BNP PARIBAS,

as a Lender

By:	/s/ Pasquale A. Perraglia IV
Name:	Pasquale A. Perraglia IV
Title:	Vice President

By:	/s/ Mark A. Renaud
Name:	Mark A. Renaud
Title:	Managing Director

CITIBANK, N.A.,

as a Lender

By:	/s/ Mary Beth Mardanas
Name:	Mary Beth Mardanas
Title:	Vice President

THE BANK OF NEW YORK MELLON,

as a Lender

By:	/s/ Mark W. Rogers
Name:	Mark W. Rogers
Title:	Vice President

THE BANK OF NOVA SCOTIA,

as a Lender

By:	/s/ Thane Rattew
Name:	Thane Rattew
Title:	Managing Director

UNION BANK, N.A.,

as a Lender and an Issuing Bank

By:	/s/ Jeff Fesenmaier
Name:	Jeff Fesenmaier
Title:	Vice President

CIBC INC.,

as a Lender

By:	/s/ Robert Casey
Name:	Robert Casey
Title:	Executive Director

PNC BANK, NATIONAL ASSOCIATION,

as a Lender

By:	/s/ Philip K. Liebscher
Name:	Philip K. Liebscher
Title:	Senior Vice President

SOCIÉTÉ GÉNÉRALE

as a Lender

By:	/s/ Yao Wang
Name:	Yao Wang
Title:	Vice President

SUNTRUST BANK,

as a Lender

By:	/s/ Andrew Johnson
Name:	Andrew Johnson
Title:	Director

THE NOTHERN TRUST COMPANY,

as a Lender

By:	/s/ Morgan A. Lyons
Name:	Morgan A. Lyons
Title:	Vice President

U.S. BANK NATIONAL ASSOCIATION,

as a Lender

By:	/s/ Raymond J. Palmer
Name:	Raymond J. Palmer
Title:	Senior Vice President, Utilities Division

EXHIBIT A-1

FORM OF REVOLVING NOTE

FOR VALUE RECEIVED, the undersigned, NEVADA POWER COMPANY d/b/a NV ENERGY, a Nevada corporation (the “ Borrower ”), HEREBY PROMISES TO PAY to the order of _________________ or its registered assigns (the “ Lender ”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Revolving Loan from time to time made by the Lender to the Borrower under the Credit Agreement. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings assigned to such terms in the Credit Agreement.

The Borrower promises to pay interest on the unpaid principal amount of each Revolving Loan from the date of such Revolving Loan until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the date thereof until the date of actual payment (and before as well as after judgment) computed at the rate per annum set forth in the Credit Agreement.

This Revolving Note is one of the Revolving Notes referred to in, and is entitled to the benefits of, that certain Credit Agreement, dated as of April 28, 2010 (as amended, restated, modified or supplemented from time to time, the “ Credit Agreement ”), among the Borrower, the Lenders and Issuing Banks from time to time party thereto and Wells Fargo Bank, National Association, as Administrative Agent, Swingline Lender and an Issuing Bank. The Credit Agreement, among other things, (a) provides for the making of Revolving Loans by the Lender to the Borrower from time to time, the indebtedness of the Borrower resulting from each such Revolving Loan being evidenced by this Revolving Note and (b) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified.

The Lender may attach schedules to this Revolving Note and endorse thereon the date, amount and maturity of its Revolving Loans and payments with respect thereto.

The Indebtedness evidenced by this Revolving Note is senior in right of payment to all Subordinated Debt.

The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, demand, protest and notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights.

This Revolving Note shall be governed by, and construed in accordance with, the laws of the State of New York (without regard to the conflicts of laws principles thereof).

NEVADA POWER COMPANY d/b/a NV ENERGY,

a Nevada corporation

By:
Name:
Title:

EXHIBIT A-2

FORM OF SWINGLINE NOTE

FOR VALUE RECEIVED, the undersigned, NEVADA POWER COMPANY d/b/a NV ENERGY, a Nevada corporation (the “ Borrower ”), HEREBY PROMISES TO PAY to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION or its registered assigns (the “ Swingline Lender ”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Swingline Loan from time to time made by the Swingline Lender to the Borrower under the Credit Agreement. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings assigned to such terms in the Credit Agreement.

The Borrower promises to pay interest on the unpaid principal amount of each Swingline Loan from the date of such Swingline Loan until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement. All payments of principal and interest shall be made directly to the Swingline Lender in Dollars in immediately available funds. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the rate per annum set forth in the Credit Agreement.

This Swingline Note is the Swingline Note referred to in, and is entitled to the benefits of, that certain Credit Agreement, dated as of April 28, 2010 (as amended, restated, modified or supplemented from time to time, the “ Credit Agreement ”), among the Borrower, the Lenders and Issuing Banks from time to time party thereto, and Wells Fargo Bank, National Association, as Administrative Agent, Swingline Lender and an Issuing Bank. The Credit Agreement, among other things, (a) provides for the making of Swingline Loans by the Swingline Lender to the Borrower from time to time, the indebtedness of the Borrower resulting from each such Swingline Loan being evidenced by this Swingline Note and (b) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified.

The Swingline Lender may attach schedules to this Swingline Note and endorse thereon the date, amount and maturity of its Swingline Loans and payments with respect thereto.

The Indebtedness evidenced by this Swingline Note is senior in right of payment to all Subordinated Debt.

This Swingline Note shall be governed by, and construed in accordance with, the laws of the State of New York (without regard to the conflicts of laws principles thereof).

NEVADA POWER COMPANY d/b/a NV ENERGY,

a Nevada corporation

By:
Name:
Title:

EXHIBIT A-3

FORM OF NOTICE OF REVOLVING BORROWING

Date: __________, 201_

To: Wells Fargo Bank, National Association, as Administrative Agent

Ladies and Gentlemen:

The undersigned, Nevada Power Company d/b/a NV Energy, a Nevada corporation (the “ Borrower ”), refers to that certain Credit Agreement, dated as of April 28, 2010 (as amended, restated, modified or supplemented from time to time, the “ Credit Agreement” ), among the Borrower, the Lenders and Issuing Banks from time to time party thereto and Wells Fargo Bank, National Association, as Administrative Agent, Swingline Lender and an Issuing Bank, and hereby gives you notice, irrevocably, pursuant to Section 3.1 of the Credit Agreement that the undersigned hereby requests a Borrowing of Revolving Loans under the Credit Agreement, and in connection with such Borrowing sets forth below the information relating to such Borrowing (the “ Proposed Borrowing ”) as required by Section 3.1(a) of the Credit Agreement:

(i) The Business Day of the Proposed Borrowing is ____________, 201_.

(ii) The Type of Loans comprising the Proposed Borrowing is [Base Rate Loans] [LIBOR Rate Loans].

(iii) The aggregate principal amount of the Proposed Borrowing is $________.

(iv) For Proposed Borrowing consisting of LIBOR Rate Loans: with an Interest Period of ___ months.

Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement.

The Borrower hereby represents and warrants that (a) after giving effect to the Proposed Borrowing, (i) the Total Revolving Outstandings shall not exceed the Borrowing Limit and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender plus such Lender’s Percentage of all LC Obligations plus such Lender’s Percentage of the Outstanding Amount of all Swingline Loans shall not exceed such Lender’s Commitment, (b) each of the conditions set forth in Section 6.2 of the Credit Agreement has been satisfied on and as of the date of such Proposed Borrowing and (c) the Proposed Borrowing is made in compliance with Sections 3.3 and 3.4 of the Credit Agreement.

Very truly yours,

NEVADA POWER COMPANY d/b/a NV ENERGY, a Nevada corporation

By:
Name:
Title:

EXHIBIT A-4

FORM OF NOTICE OF SWINGLINE BORROWING

Date: ____________, 201_

To: Wells Fargo Bank, National Association, as Swingline Lender

cc: Wells Fargo Bank, National Association, as Administrative Agent

Ladies and Gentlemen:

The undersigned, Nevada Power Company d/b/a NV Energy, a Nevada corporation (the “ Borrower ”), refers to that certain Credit Agreement, dated as of April 28, 2010 (as amended, restated, modified or supplemented from time to time, the “ Credit Agreement” ), among the Borrower, the Lenders and Issuing Banks from time to time party thereto and Wells Fargo Bank, National Association, as Administrative Agent, Swingline Lender and an Issuing Bank, and hereby gives you notice, irrevocably, pursuant to Section 3.8 of the Credit Agreement that the undersigned hereby requests a Borrowing of Swingline Loans under the Credit Agreement (the “ Proposed Swingline Borrowing ”), and in connection with such Proposed Swingline Borrowing sets forth below the information relating to such Proposed Swingline Borrowing as required by Section 3.8(b) of the Credit Agreement:

(i) The Business Day of the Proposed Borrowing is ____________, 201_.

(ii) The aggregate principal amount of the Proposed Borrowing is $________.

Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement.

The Borrower hereby represents and warrants that (a) after giving effect to the Proposed Swingline Borrowing, (i) the Total Revolving Outstandings shall not exceed the Borrowing Limit and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender plus such Lender’s Percentage of all LC Obligations plus such Lender’s Percentage of the Outstanding Amount of all Swingline Loans shall not exceed such Lender’s Commitment, (b) each of the conditions set forth in Section 6.2 of the Credit Agreement has been satisfied on and as of the date of such Proposed Swingline Borrowing and (c) the Proposed Swingline Borrowing is made in compliance with Sections 3.4 and 3.8 of the Credit Agreement.

Very truly yours,

NEVADA POWER COMPANY d/b/a NV ENERGY,

a Nevada corporation

By:
Name:
Title:

EXHIBIT B

FORM OF NOTICE OF CONVERSION

Date: _______, 201_

To: Wells Fargo Bank, National Association, as Administrative Agent

Ladies and Gentlemen:

The undersigned, Nevada Power Company d/b/a NV Energy, a Nevada corporation (the “ Borrower ”), refers to that certain Credit Agreement dated as of April 28, 2010 (as amended, restated, modified or supplemented from time to time, the “ Credit Agreement ”), among the Borrower, the Lenders and Issuing Banks from time to time party thereto and Wells Fargo Bank, National Association, as Administrative Agent, Swingline Lender and an Issuing Bank, and hereby gives you notice, irrevocably, pursuant to Section 3.2 of the Credit Agreement that the undersigned hereby requests a Conversion under the Credit Agreement, and in connection with such Conversion sets forth below the information relating to such Conversion (the “ Proposed Conversion ”) as required by Section 3.2 of the Credit Agreement:

(i) The Business Day of the Proposed Conversion is ________________, 201_.

(ii) The Type of Loans comprising the Proposed Conversion is [Base Rate Loans] [LIBOR Rate Loans].

[(iii) The Interest Period for each Loan to be Converted is _______months.] 1

(iv) The aggregate amount of the Proposed Conversion is $____________.

(v) The Type of Loans to which such Loans are proposed to be Converted is [Base Rate Loans] [LIBOR Rate Loans].

[(vi) The Interest Period for each Converted Loan made as part of the Proposed Conversion is ___ month(s).] 2

Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement.

1 To be included for a Proposed Conversion to LIBOR Rate Loans only.

2 To be included for a Proposed Conversion to LIBOR Rate Loans only.

The Borrower hereby certifies that its request for the Proposed Conversion is made in compliance with Sections 3.2 , 3.3 and 3.4 of the Credit Agreement. [The undersigned hereby acknowledges that the delivery of this Notice of Conversion shall constitute a representation and warranty by the Borrower that, on the date of the Proposed Conversion, no Default or Event of Default has occurred and is continuing or would result from the Proposed Conversion.] 3

Very truly yours,

NEVADA POWER COMPANY d/b/a NV ENERGY,

a Nevada corporation

By:
Name:
Title:

3 Include this bracketed sentence for Proposed Conversions to LIBOR Rate Loans, and delete if Proposed Conversion is into Base Rate Loans.

EXHIBIT C

FORM OF ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (this “ Assignment and Assumption ”) is dated as of the Effective Date set forth below and is entered into by and between [ Insert name of Assignor ] (the “ Assignor ”) and [ Insert name of Assignee ] (the “ Assignee ). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the “ Credit Agreement ”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor's rights and obligations as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including, without limitation, Letters of Credit, Guarantees and Swingline Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as, the “ Assigned Interest ”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

1. Assignor: ______________________________

2. Assignee: ______________________________

[and is an Affiliate/Approved Fund of [identify Lender]]

3. Borrower: Nevada Power Company d/b/a NV Energy, a Nevada corporation

4. Agent: Wells Fargo Bank, National Association, as the administrative agent

under the Credit Agreement

5. Credit Agreement: Credit Agreement dated as of April 28, 2010 among the Borrower, the Lenders and Issuing Banks from time to time party thereto and Wells Fargo Bank, National Association, as Administrative Agent, Swingline Lender and an Issuing Bank

6. Assigned Interest:

Aggregate Amount of Commitment/Loans for all Lenders	Amount of Commitment/Loans Assigned 1	Percentage Assigned of Commitment/Loans 2

7. Trade Date: __________, 201_

8. Effective Date: __________, 201_

The terms set forth in this Assignment and Assumption are hereby agreed to:

ASSIGNOR : [NAME OF ASSIGNOR]

By:______________________________

Name:

Title:

ASSIGNEE : [NAME OF ASSIGNEE]

By:______________________________

Name:

Title:

1 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.

Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

[Consented to and] 3 Accepted:

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent

By_________________________________

Name:

Title:

Consented to:

NEVADA POWER COMPANY d/b/a NV ENERGY,

a Nevada corporation

By________________________________

Name:

Title:

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as an Issuing Bank and as Swingline Lender

By:______________________________

Name:

Title:

BANK OF AMERICA, N.A.,

as an Issuing Bank

By________________________________

Name:

Title:

THE ROYAL BANK OF SCOTLAND PLC,

as an Issuing Bank

By________________________________

Name:

Title:

3 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

Annex 1 to Assignment and Assumption

STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION

1. Representations and Warranties .

1.1. Assignor . The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document.

1.2. Assignee . The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets the requirements to be an assignee under Section 11.7(b)(iii), (v), (vi), and (vii) of the Credit Agreement (subject to such consents as may be required under Section 11.7(b)(iii) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 8.1(a) thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest and (vii) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

2. Payments . From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.

3. General Provisions . This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and

Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York (without regard to the conflicts of laws principles thereof).

EXHIBIT D

NEVADA POWER COMPANY

d/b/a NV ENERGY

FORM OF OFFICER'S CERTIFICATE

April 28, 2010

This Officer’s Certificate is delivered pursuant to Section 6.1(e) of the Credit Agreement, dated as of April 28, 2010 (the “ Credit Agreement ”) among Nevada Power Company d/b/a NV Energy, a Nevada corporation (the “ Borrower ”), the Lenders and Issuing Banks from time to time party thereto and Wells Fargo Bank, National Association, as Administrative Agent, Swingline Lender and an Issuing Bank. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. The undersigned, _________, the _________ of the Borrower hereby certifies to the Administrative Agent and the Lenders as follows:

1. The representations and warranties of the Borrower contained in Article VII of the Credit Agreement or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the date hereof, except for representations and warranties expressly stated to relate to a specific earlier date, in which case such representations and warranties were true and correct as of such earlier date.

2. No Default exists as of the date hereof, or would result from the Extensions of Credit to be made on the date hereof or from the application of the proceeds thereof.

3. The conditions precedent set forth in Sections 6.1 and 6.2 of the Credit Agreement are satisfied as of the date hereof.

4. There are no liquidation or dissolution proceedings pending or to my knowledge threatened against the Borrower, nor has any other event occurred adversely affecting or threatening the continued corporate existence of the Borrower.

5. The Borrower is a corporation duly incorporated, validly existing and in good standing under the laws of Nevada.

6. The SPPC Credit Agreement is, or contemporaneously with the effectiveness of the Credit Agreement will be, effective on and as of the date hereof.

7. Attached hereto as Exhibit A is a true and complete copy of the General and Refunding Mortgage Indenture as in effect on the date hereof, the General and Refunding Mortgage Bonds and all other documents required to be delivered pursuant to Section 6.1(g) of the Credit Agreement.

8. Attached hereto as Exhibit B is a true and complete copy of all documents required to be delivered pursuant to Section 6.1(l) of the Credit Agreement.

Woodburn and Wedge and Choate, Hall & Stewart LLP are entitled to rely on this certificate in connection with the opinions that such firms are rendering pursuant to clauses (i) and (ii) of Section 6.1(f) of the Credit Agreement. The undersigned acknowledges that (a) in entering into the Credit Agreement, the Administrative Agent, the Lenders and the Issuing Banks are entitled to rely and have, in fact, relied upon the statements contained herein and (b) any successor or assign of the Administrative Agent, the

Lenders and the Issuing Banks is entitled to rely upon the statements contained herein, such statements being made only as of the date hereof.

[Remainder of Page Intentionally Left Blank]

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

NEVADA POWER COMPANY d/b/a NV ENERGY,

a Nevada corporation

By:
Name:
Title:

EXHIBIT E

NEVADA POWER COMPANY

d/b/a NV ENERGY

FORM OF SECRETARY’S CERTIFICATE

April 28, 2010

This Secretary’s Certificate is delivered pursuant to Section 6.1(e) of the Credit Agreement dated as of April 28, 2010 (as amended, modified, supplemented or extended from time to time, the “ Credit Agreement ”) among Nevada Power Company d/b/a NV Energy, a Nevada corporation (the “ Company ”), the Lenders and Issuing Banks from time to time party thereto and Wells Fargo Bank, National Association, as Administrative Agent, Swingline Lender and an Issuing Bank. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. I, _____________, do hereby certify that (a) I am the duly appointed, qualified and acting Secretary of the Company, (b) I am authorized to execute this certificate on behalf of the Company, and (c) as follows:

1. Attached hereto as Exhibit A is a true and complete copy of the Restated Articles of Incorporation of the Company and all amendments thereto as in effect on the date hereof. Such articles have not otherwise been amended, modified, rescinded or changed in any respect since their date of adoption and are in full force and effect on and as of the date hereof.

2. Attached hereto as Exhibit B is a true and complete copy of the Bylaws of the Company, together with all amendments thereto, as in effect on the date hereof. Such Bylaws have not been otherwise amended, modified, rescinded or changed in any respect since their date of adoption and are in full force and effect as of the date hereof.

3. Attached hereto as Exhibit C is a true, complete and correct copy of the resolutions of the Board of Directors of the Company, duly adopted by said Board of Directors at a meeting held on October 30, 2009, at which a quorum was present and acting throughout; such resolutions were duly adopted and constitute all resolutions of the Board of Directors of the Company with respect to the authorization of the execution, delivery and performance of the Credit Agreement, the General and Refunding Mortgage Bonds and the agreements and transactions contemplated thereby and in connection therewith, and such resolutions have not been amended, modified, annulled or revoked, and are in full force and effect on the date hereof; and the instruments referred to in said resolutions of said Board of Directors were executed pursuant thereto and in compliance therewith.

4. Attached hereto as Exhibit D is a true, complete and correct copy of a certificate of the Company setting forth the true and genuine signatures of the persons, each being a duly elected and qualified officer of the Company, authorized to execute and deliver on behalf of the Company each of the Loan Documents and any certificate or other document to be delivered by the Company pursuant to the Loan Documents.

5. Attached hereto as Exhibit D is a true, complete and correct copy of the order of the Public Utilities Commission of Nevada, Docket No. 08-10029 dated February 6, 2009, authorizing the execution and delivery by the Company of the Credit Agreement and the agreements and transactions contemplated thereby and in connection therewith (including without limitation the issuance of the General and Refunding Mortgage Bonds), which order has not been rescinded and remains in full force and effect on the date hereof.

IN WITNESS WHEREOF, I hereunder subscribe my name effective as of the 28th day of April, 2010.

____________________________________________

Secretary of Nevada Power Company d/b/a NV Energy,

a Nevada corporation

EXHIBIT F

NEVADA POWER COMPANY

d/b/a NV ENERGY

FORM OF MARK-TO-MARKET EXPOSURE CERTIFICATE

______, 201_

Reference is made to that certain Credit Agreement dated as of April 28, 2010 (as amended, modified, supplemented or extended from time to time, the “ Credit Agreement ”) among Nevada Power Company d/b/a NV Energy, a Nevada corporation (the “ Borrower ”), the Lenders and Issuing Banks from time to time party thereto and Wells Fargo Bank, National Association, as Administrative Agent, Swingline Lender and an Issuing Bank. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. This Mark-to-Market Exposure Certificate is delivered pursuant to [ Section 6.1(i) ] [ Section 8.1(b)(iii) ] of the Credit Agreement. The undersigned Responsible Officer of the Borrower hereby certified as follows:

1.	[No Aggregate Negative Mark-to Market Exposure exists as of [March 31, 2010] [the most recently ended calendar month.]

[Aggregate Negative Mark-to-Market Exposure as of [March 31, 2010] [the most recently ended calendar month] equals $___.]

2.	Schedule 1 hereto sets forth calculations of the Borrower’s Aggregate Negative Mark-to-Market Exposure or calculations demonstrating the absence of Aggregate Negative Mark-to-Market Exposure, as the case may be, as of [March 31, 2010] [the most recently ended calendar month].

IN WITNESS WHEREOF, the undersigned Responsible Officer of the Borrower has executed this Mark-to-Market Exposure Certificate as of the date first written above.

NEVADA POWER COMPANY d/b/a NV ENERGY

a Nevada corporation

By:
Name:
Title:

SCHEDULE 1

Monthly Period End Date: [_____], 201_

$ amounts actual

	Lender or Lender Affiliate ISDA 1
Counterparty	Interest Rate Mark-to-Market	Commodities Mark-to-Market	Netting 2	Negative Mark-to-Market
	$[ ]	$[ ]	[Y/N]	$[ ]
	$[ ]	$[ ]	[Y/N]	$[ ]
	$[ ]	$[ ]	[Y/N]	$[ ]
	$[ ]	$[ ]	[Y/N]	$[ ]
	$[ ]	$[ ]	[Y/N]	$[ ]
	$[ ]	$[ ]	[Y/N]	$[ ]
	$[ ]	$[ ]	[Y/N]	$[ ]
	$[ ]	$[ ]	[Y/N]	$[ ]
	$[ ]	$[ ]	[Y/N]	$[ ]
	$[ ]	$[ ]	[Y/N]	$[ ]
	$[ ]	$[ ]	[Y/N]	$[ ]
Aggregate Negative Mark-to-Market Exposure 3	$[ ]	$[ ]		$[ ]

Indicate Negative Mark-to-Market by placing the dollar amount in parentheticals.

2 Netting of exposure calculated in accordance with the terms of the Credit Agreement, which permits netting between two or more Hedge Agreements each by and between the Borrower and any Subsidiary, on the one hand, and the same legal entity (or any Affiliate thereof), on the other hand, that is contractually available to the Borrower or such Subsidiary. For the avoidance of doubt, the Borrower and the Administrative Agent agree that netting between and among transactions within a Hedge Agreement is permitted (to the extent permitted by the terms of such Hedge Agreement). Capitalized terms used but not defined in this footnote 1 shall have the meanings ascribed thereto in the Credit Agreement.

Excludes netting across counterparties.

NEVADA POWER COMPANY

Schedules to Credit Agreement, dated as of April 28, 2010, by and among Nevada Power Company, as Borrower, Wells Fargo Bank, National Association, as Administrative Agent, Swingline Lender and an Issuing Bank and the Lenders and Issuing Banks party thereto.

SCHEDULE 1.1(A) Existing Letters of Credit

SCHEDULE 1.1(B) Commitments and Percentages

SCHEDULE 7.1(c) Legal Name, Etc.

SCHEDULE 7.1(d) Consents, Authorizations, Filings and Notices

SCHEDULE 7.1(f) Material Litigation

SCHEDULE 7.1(p) Subsidiaries

SCHEDULE 8.1(d) Contractual Obligations, Compliance with Law

SCHEDULE 8.2(b)(vi) Existing Liens

SCHEDULE 8.2(g) Affiliate Transactions

SCHEDULE 11.2 Certain Addresses for Notices; Applicable Lending Offices

Schedule 1.1(A)

Existing Letters of Credit

Issuing Bank	Beneficiary	No.	Date of Issue	Date of Expiry	Face Amount	Reason	Note
1) Union Bank of CA	Sale River Project	S308838M	4/7/09	4/1/11	$300,000	Transmission Deposit	Financial
2) Union Bank of CA	Pacificorp	S305317M	4/29/08	4/28/10	$40,000	Transmission Deposit	Performance
3) Union Bank of CA	Kern River Gas Transmission	S307172M	10/16/08	10/15/10	$3,100,029	Big Horn Facilities Agreement	Performance
4) Union Bank of CA	Kern River Gas Transmission	S307044M	10/2/08	10/1/10	$8,706,138.27	Transportation Service Agreement	Financial
5) Union Bank of CA	Kern River Gas Transmission	S308900M	4/14/09	4/13/11	$2,523,600	Transportation Service Agreement	Financial
6) Union Bank of CA	L.A. Dept. of Water & Power	S309261M	5/18/09	5/17/10	$25,000	Transmission Deposit	Financial

Schedule 1.1(B)

Commitments and Percentages

Lender	Commitment	Percentage of Commitments
Wells Fargo Bank, National Association	$42,352,941.18	7.058823530%
Bank of America, N.A.	$42,352,941.18	7.058823530%
The Royal Bank of Scotland, plc	$42,352,941.18	7.058823530%
Deutsche Bank Trust Company Americas	$42,352,941.18	7.058823530%
JPMorgan Chase Bank, N.A.	$42,352,941.18	7.058823530%
Goldman Sachs Bank USA	$38,823,529.41	6.470588235%
UBS Loan Finance LLC	$38,823,529.41	6.470588235%
Barclays Bank PLC	$31,764,705.88	5.294117647%
Credit Suisse AG, Cayman Islands Branch	$31,764,705.88	5.294117647%
BNP Paribas	$28,235,294.12	4.705882353%
Citibank, N.A.	$28,235,294.12	4.705882353%
The Bank of New York Mellon	$28,235,294.12	4.705882353%
The Bank of Nova Scotia	$28,235,294.12	4.705882353%
Union Bank, N.A.	$28,235,294.12	4.705882353%
CIBC Inc.	$17,647,058.82	2.941176470%

PNC Bank, National Association	$17,647,058.82	2.941176470%
Société Générale	$17,647,058.82	2.941176470%
SunTrust Bank	$17,647,058.82	2.941176470%
The Northern Trust Company	$17,647,058.82	2.941176470%
U.S. Bank National Association	$17,647,058.82	2.941176470%
TOTAL	$600,000,000.00	100.000000000%

Schedule 7.1(c)

Legal Name, Etc.

Legal Name of Borrower : Nevada Power Company

State of Incorporation : Nevada

Chief Executive Office and the Principal Place of Business : 6226 West Sahara Avenue,

Las Vegas, Nevada 89146

Jurisdictions in which Borrower is qualified to do business : Arizona and Utah

Federal Tax Identification Number : 88-0420104

Organizational Identification Number : C9862-1998

Schedule 7.1(d)

Consents, Authorizations, Filings and Notices

Order of the Public Utilities Commission of Nevada, Docket No. 08-10029, dated February 6, 2009.

Schedule 7.1(f)

Material Litigation

The litigation that is described in “Legal Proceedings” and Note 13 to the financial statements, in each case as included in the Borrower’s and NV Energy, Inc.’s Annual Report on Form 10-K and/or Form 10-K/A for the year ended December 31, 2009, and the Borrower’s Current Reports on Form 8-K filed on February 23, 2010 and March 15, 2010.

Schedule 7.1(p)

Subsidiaries

Company	State of Incorporation
Commonsite, Inc.	Nevada
Nevada Electric Investment Company	Nevada

Each of the Subsidiaries listed above are wholly-owned subsidiaries of the Borrower.

Company	State of Incorporation
Northwind Aladdin LLC	Nevada

The Subsidiary listed above is a wholly-owned subsidiary of Nevada Electric Investment Company.

Schedule 8.1(d)

Contractual Obligations, Compliance with Law

None.

Schedule 8.2(b)(vi)

Existing Liens

None.

Schedule 8.2(g)

Affiliate Transactions

1.	Portfolio Energy Credit (PEC) Pooling Arrangement between the Borrower and Sierra Pacific Power Company (“SPPC”) (approved by Public Utilities Commission of Nevada in its Docket No. 09-04002 on October 7, 2008)

2.	NVE Insurance Company, Inc. (Board of Director’s resolutions May, 2009 and Articles of Incorporation October, 2009)

3.	Master Services Agreement between the Borrower, SPPC and NV Energy, Inc. (December 23, 2009) as updated from time to time

4.	Any current and prospective related Power Purchase Agreements between the Borrower and SPPC

5.	Ely Energy Center Memorandum of Understanding between the Borrower and SPPC (May 2, 2006)

6.	Prospective Agreement or Public Utilities Commission of Nevada determination governing cost allocation and usage for ONLine between the Borrower and SPPC

7.	Prospective vendor agreements and/or cost sharing agreement between the Borrower, SPPC and/or NV Energy, Inc. in connection with the award of the Smart Grid Investment Grant in 2010

Any prospective pooling arrangements to share spare generating station parts among the Borrower, SPPC and third party vendors. These arrangements shall be on fair and reasonable terms no less favorable to the Borrower than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate.

Memorandum of Understanding and Term Sheet among the Borrower, SPPC and Great Basin Transmission, LLC regarding the ONLine Project. This arrangement is on fair and reasonable terms no less favorable to the Borrower than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate.

Schedule 11.2

Certain Addresses for Notices; Applicable Lending Offices

A. CERTAIN ADDRESSES FOR NOTICES

1. Address for Borrower :

Nevada Power Company

d/b/a NV Energy

6226 West Sahara Avenue

Las Vegas, Nevada 89146

Attention: E. Kevin Bethel, Interim Chief Financial Officer and Treasurer, or any duty appointed successor(s)

Copy to: Joseph E. Orfano, Assistant Treasurer and Director of Capital Markets

Telephone: (702) 402-5622 (Bethel) or (702) 402-5722 (Orfano)

Facsimile: (702) 402-0020 (Bethel) or (702) 402-2250 (Orfano)

Electronic mail: kbethel@nvenergy.com ; jorfano@nvenergy.com

U.S. Taxpayer Identification Number: 88-0420104

with a copy (which shall not constitute notice) to:

Choate, Stewart & Hall LLP

Two International Place

Boston, Massachusetts 02110

Attention: Andrew J. Hickey, Esq.

Telephone: (617) 218-5267

Facsimile: (617) 248-4000

2. Address for Administrative Agent and Swingline Lender :

Wells Fargo Bank, National Association

1525 W WT Harris Boulevard

Charlotte, NC 28262

Mail Code: NC0680

Attention: Syndication Agency Services

Telephone: (704) 590-2706

Facsimile: (704) 590-2790

3. Addresses for Issuing Banks :

a. Wells Fargo Bank, National Association

1525 W WT Harris Boulevard

Charlotte, NC 28262

Mail Code: NC0680

Telephone: (704) 590-2706

Facsimile: (704) 590-2790

b. Bank of America, N.A.

Trade Operations

1 Fleet Way

Mail Code: PA6-580-02-30

Scranton, PA 18507

Attention: Mary J. Cooper

Telephone: (570) 330-4235

Facimile: (570) 330-4186

Electronic Mail: mary.j.cooper@bankofamerica.com

Remittance Instructions :

Bank of America, N.A., Charlotte, NC

ABA #: 026-009-593 New York, NY

Account #: 04535-883980

Attn: Scranton Standby

Reference: Nevada Power Company & Letter of Credit #

c. The Royal Bank of Scotland plc

600 Washington Boulevard

Stamford, CT 06901

Attention: Richard Emmich

Telephone: (203) 897-7619

Facsimile: (212) 401-1494

B. APPLICABLE LENDING OFFICES

1. Domestic Lending Offices

a.	Wells Fargo Bank, National Association

1525 W WT Harris Boulevard

Charlotte, NC 28262

Mail Code: NC0680

Attention: Syndication Agency Services

Telephone: (704) 590-2706

Facsimile: (704) 590-2790

Remittance Instructions :

Wachovia Bank

ABA #: 053000219, Charlotte, NC

Account # : 01459670001944

Name: Agency Services Syndicated Clearing Acct

Reference: Nevada Power

b.	Bank of America, N.A.

901 Main St

Mail Code: TX1-492-14-14

Dallas, TX 75202-3714

Attention: Joseph Carelock

Telephone: (214) 209-1219

Facsimile: (214) 290-9414

Electronic Mail: joseph.carelock@baml.com

Remittance Instructions :

Bank of America, N.A., Charlotte, NC

ABA #: 026-009-593, New York, NY

Account #: 1292000883

Attn: Corporate Credit Services, Dallas, TX

Reference: Nevada Power Company

c.	The Royal Bank of Scotland plc

600 Washington Boulevard

Stamford, CT 06901

Attention: Nagarajan Seshadri

Telephone: (312) 338-7330

Facsimile: (203) 873-5019

Electronic Mail: nagarajan.krishnaswamy.seshadri@rbs.com

Remittance Instructions :

JP Morgan Chase, New York, New York

ABA #: 021000021

Account #: 802906651

Name: Comm. Loans

Reference: Nevada Power Co.

d. Barclays Bank PLC

745 7 th Avenue

New York, NY 10019

Attention: Tunde Malomo

Telephone: (201) 499-9072

Facsimile: (917) 522-0568

Electronic Mail: xrausloanops4@barclayscapital.com

Remittance Instructions:

Barclays Bank PLC

ABA #: 026002574

Account #: 050-019104

Name: Clad Control Account

Reference: Nevada Energy

e. BNP Paribas

787 Seventh Avenue

New York, NY 10019

Attention: Luis Monanti

Telephone: (201) 850-6618

Facsimile: (201) 850-4020

Electronic Mail: luis.montanti@americas.bnparibas.com

Remittance Instructions:

BNP Paribas, New York, NY

ABA #: 026-007-689

Account #: 103-130-00103

Name: BNPP, Loan Servicing Clearing Account

Reference: Nevada Power Company

f. The Bank of New York Mellon

6023 Airport Road

Oriskany, NY 13424

Attention: Commercial Loan Department- Melissa M. Morgan

Telephone: (315) 765-4277

Facsimile: (315) 765-4537

Electronic Mail: Melissa.m.morgan@bnymellon.com

Remittance Instructions:

The Bank of New York Mellon, Oriskany, NY

ABA #: 21000018

Account #: GLA 11556

Name: Commercial Loan Department- Melissa M. Morgan

Reference: NV Energy- Nevada Power

g. Citibank, N.A.

388 Greenwich Street

New York, NY 10013

Attention: Vince Napoli

Telephone: (302) 894-6052

Facsimile: (212) 994-0847

Electronic Mail: GLOriginationsOps@citigroup.com

Remittance Instructions:

Citibank, N.A., New York, NY

ABA #: 021000089

Account #: 4078-4524

Name: SSB

Reference: NV Energy Revolving Credit Facility

h. Credit Suisse AG, Cayman Islands Branch

Eleven Madison Avenue

New York, NY 10010

Attention: Lillian Cortes

Telephone: (212) 325-9042

Facsimile: (212) 743-2375

Electronic Mail: Lillian.cortes@credit-suisse.com

Remittance Instructions:

The Bank of New York, New York, NY

ABA #: 021 000 018

Account #: 890-0492-627

Name: CS Agency Cayman

Reference: NV Energy

i. Deutsche Bank Trust Company Americas

60 Wall Street

New York, NY 10005

Attention: Casey Farmer

Telephone: (904) 527-6537

Facsimile: (904) 494-6836

Electronic Mail: Casey.farmer@db.com

Remittance Instructions:

Deutsche Bank Trust Company Americas, New York, NY

ABA #: 021001033

Account #: 99401268

Name: Commercial Loan Division

Reference: Nevada Power Company

j. Goldman Sachs Bank USA

200 West Street

New York, NY 10282

Attention: Andrew Caditz

Telephone: (212) 902-1099

Facsimile: (917) 966-3966

Electronic Mail: gs-sbd-admin-contacts@ny.email.gs.com

**Remit all notices to Facsimile number

Remittance Instructions:

Citibank, N.A., New York

ABA #: 021000089

Account #: 30627664

Name: Goldman Sachs Bank USA

k. JPMorgan Chase Bank, N.A.

10 South Dearborn

Mail Code IL1-0010

Chicago, IL 60603

Attention: Non-Agented Servicing Team

Telephone: (312) 385-7072

Facsimile: (312) 256-2608

Electronic Mail: cls.chicago.non.agented.servicing@chase.com

Remittance Instructions:

JPMorgan Chase Bank, N.A., Chicago, IL

ABA #: 021000021

Account #: 9008113381C3382

Name: Loan Processing DP

Reference: Nevada Power Company

l. The Northern Trust Company

50 S. LaSalle Street

Chicago, IL 60675

Attention: Sharon Jackson

Telephone: (312) 630-1609

Facsimile: (312) 630-1566

Electronic Mail: smj@ntrs.com

Remittance Instructions:

The Northern Trust Bank

ABA #: 071000152

Account #: 5186401000

Name: Commercial Loan Dept.

Reference: NV Energy

m. PNC Bank, National Association

249 Fifth Avenue

Pittsburgh, PA 15222

Attention: Maja Kuljic

Telephone: (440) 546-7364

Facsimile: (866) 641-2747

Electronic Mail: Maja.Kuljic@pnc.com

Remittance Instructions:

PNC Bank NA, Pittsburgh, PA

ABA #: 043000096

Account #: 130760016803

Name: Commercial Loans Operations

Reference: Nevada Power Company

n. Société Générale

1221 Avenue of the Americas

New York, NY 10020

Attention: Grace Lai

Telephone: (201) 839-8445

Facsimile: (201) 839-8117

Electronic Mail: grace.lai@sgcib.com

Remittance Instructions:

Société Générale, New York Branch

ABA #: 026004226

Account #: 9051422

Name: Loan Servicing Group

Reference: Nevada Power Company

o. U.S. Bank National Association

461 Fifth Avenue

New York, NY

Attention: Cindy Hanks

Telephone: (503) 275-8188

Facsimile: (503) 973-6900

Electronic Mail: Complex.credits.portland@usbank.com

Remittance Instructions:

U.S. Bank National Association, Portland Oregon

ABA #: 123000220

Account #: 00340012160600

Name: Complex Credits Dept.

Reference: NV Energy

p. SunTrust Bank

303 Peachtree St.

Atlanta, GA 30308

Attention: Nicole Barry

Telephone: (404) 658-4777

Facsimile: (404) 558-4401

Electronic Mail: Nicole.d.barry@suntrust.com

Remittance Instructions:

SunTrust Bank, Atlanta, GA

ABA #: 061000104

Account #: 9088000112

Name: Wire Clearing

Reference: NV Energy

q. Union Bank, N.A.

Commercial Loan Operations

1980 Saturn St.

Monterey Park, CA 91754

Attention: Maria Suncin

Telephone: (323) 720-2870

Facsimile: (800) 446-9951

Electronic Mail: #closynd@unionbank.com

Remittance Instructions:

Union Bank, N.A.

ABA #: 122-000-496

Account #: 77070-196431

Name: Wire Transfer Clearing CLO

Reference: Nevada Power Company

r. The Bank of Nova Scotia

One Liberty Plaza

New York, NY 10006

Attention: Vesna Vukelich

Telephone: (212) 225-5705

Facsimile: (212) 225-5709

Electronic Mail: Vesna_Vukelich@scotiacapital.com

Remittance Instructions:

The Bank of Nova Scotia New York Agency

(Swift Code: NOSCUS33)

ABA #: 026-002532

Account #: 2308363CORBK77

Name: Loan Operations

Reference: Nevada Power Energy

s. UBS Loan Finance, LLC

677 Washington Blvd.

Stamford, CT 06901

Attention: Heidi Benalcazar

Telephone: (203) 719-3158

Facsimile: (203) 719-3888

Electronic Mail: Heidi.benalcazar@ubs.com

Remittance Instructions:

UBS Loan Finance, LLC, Stamford, CT

ABA #: 026007993

Account #: WA-894001-001

Name: BPS Loan Finance Acct.

Reference: NV Energy- Nevada Power

t. CIBC Inc.

425 Lexington Avenue, 4 th Floor

New York, NY 10017

Attention: Angela Tom

Telephone: (416) 542-4446

Facsimile: (905) 948- 1934

Email: Angela.Tom@cibc.com

Remittance Instructions:

Bank of New York

ABA #: 021-000-018

Account #: 890-0331-046

Name: Account CIBC New York

Reference: Nevada Power Company

2. Eurodollar Lending Offices

a.	Wells Fargo Bank, National Association

1525 W WT Harris Boulevard

Charlotte, NC 28262

Mail Code: NC0680

Attention: Syndication Agency Services

Telephone: (704) 590-2706

Facsimile: (704) 590-2790

Remittance Instructions :

Wachovia Bank

ABA #: 053000219, Charlotte, NC

Account #: 01459670001944

Name: Agency Services Syndicated Clearing Acct

Ref: Nevada Power

b.	Bank of America, N.A.

901 Main St

Mail Code: TX1-492-14-14

Dallas, TX 75202-3714

Attention: Joseph Carelock

Telephone: (214) 209-1219

Facsimile: (214) 290-9414

Electronic Mail: joseph.carelock@baml.com

Remittance Instructions :

Bank of America, N.A., Charlotte, NC

ABA #: 026-009-593, New York, NY

Account #: 1292000883

Attn: Corporate Credit Services, Dallas, TX

Reference: Nevada Power Company

c.	The Royal Bank of Scotland plc

600 Washington Boulevard

Stamford, CT 06901

Attention: Nagarajan Seshadri

Telephone: (312) 338-7330

Facsimile: (203) 873-5019

Electronic Mail: nagarajan.krishnaswamy.seshadri@rbs.com

Remittance Instructions :

JP Morgan Chase, New York, New York

ABA #: 021000021

Account #: 802906651

Name: Comm. Loans

Reference: Nevada Power Co

d. Barclays Bank PLC

745 7 th Avenue

New York, NY 10019

Attention: Tunde Malomo

Telephone: (201) 499-9072

Facsimile: (917) 522-0568

Electronic Mail: xrausloanops4@barclayscapital.com

Remittance Instructions:

Barclays Bank PLC

ABA #: 026002574

Account #: 050-019104

Name: Clad Control Account

Reference: Nevada Energy

e. BNP Paribas

787 Seventh Avenue

New York, NY 10019

Attention: Luis Monanti

Telephone: (201) 850-6618

Facsimile: (201) 850-4020

Electronic Mail: luis.montanti@americas.bnparibas.com

Remittance Instructions:

BNP Paribas, New York, NY

ABA #: 026-007-689

Account #: 103-130-00103

Name: BNPP, Loan Servicing Clearing Account

Reference: Nevada Power Company

f. The Bank of New York Mellon

6023 Airport Rd.

Oriskany, NY13424

Attention: Commercial Loan Department- Melissa M. Morgan

Telephone: (315) 765-4277

Facsimile: (315) 765-4537

Electronic Mail: Melissa.m.morgan@bnymellon.com

Remittance Instructions:

The Bank of New York Mellon, Oriskany, NY

ABA #: 21000018

Account #: GLA 11556

Name: Commercial Loan Department- Melissa M. Morgan

Reference: NV Energy- Nevada Power

g. Citibank, N.A.

388 Greenwich Street

New York, NY 10013

Attention: Vince Napoli

Telephone: (302) 894-6052

Facsimile: (212) 994-0847

Electronic Mail: GLOriginationsOps@citigroup.com

Remittance Instructions:

Citibank, N.A., New York, NY

ABA #: 021000089

Account #: 4078-4524

Name: SSB

Reference: NV Energy Revolving Credit Facility

h. Credit Suisse AG, Cayman Islands Branch

Eleven Madison Avenue

New York, NY 10010

Attention: Lillian Cortes

Telephone: (212) 325-9042

Facsimile: (212) 743-2375

Electronic Mail: Lillian.cortes@credit-suisse.com

Remittance Instructions:

The Bank of New York, New York, NY

ABA #: 021 000 018

Account #: 890-0492-627

Name: CS Agency Cayman

Reference: NV Energy

i. Deutsche Bank Trust Company Americas

60 Wall Street

New York, NY 10005

Attention: Casey Farmer

Telephone: (904) 527-6537

Facsimile: (904) 494-6836

Electronic Mail: Casey.farmer@db.com

Remittance Instructions:

Deutsche Bank Trust Company Americas, New York, NY

ABA #: 021001033

Account #: 99401268

Name: Commercial Loan Division

Reference: Nevada Power Company

j. Goldman Sachs Bank USA

200 West Street

New York, NY 10282

Attention: Andrew Caditz

Telephone: (212) 902-1099

Facsimile: (917) 966-3966

Electronic Mail: gs-sbd-admin-contacts@ny.email.gs.com

**Remit all notices to Facsimile number

Remittance Instructions:

Citibank, N.A., New York

ABA #: 021000089

Account #: 30627664

Name: Goldman Sachs Bank USA

k. JPMorgan Chase Bank, N.A.

10 South Dearborn

Mail Code IL1-0010

Chicago, IL 60603

Attention: Non-Agented Servicing Team

Telephone: (312) 385-7072

Facsimile: (312) 256-2608

Electronic Mail: cls.chicago.non.agented.servicing@chase.com

Remittance Instructions:

JPMorgan Chase Bank, N.A., Chicago, IL

ABA #: 021000021

Account #: 9008113381C3382

Name: Loan Processing DP

Reference: Nevada Power Company

l. The Northern Trust Company

50 S. LaSalle Street

Chicago, IL 60675

Attention: Sharon Jackson

Telephone: (312) 630-1609

Facsimile: (312) 630-1566

Electronic Mail: smj@ntrs.com

Remittance Instructions:

The Northern Trust Bank

ABA #: 071000152

Account #: 5186401000

Name: Commercial Loan Dept.

Reference: NV Energy

m. PNC Bank, National Association

249 Fifth Avenue

Pittsburgh, PA 15222

Attention: Maja Kuljic

Telephone: (440) 546-7364

Facsimile: (866) 641-2747

Electronic Mail: Maja.Kuljic@pnc.com

Remittance Instructions:

PNC Bank NA, Pittsburgh, PA

ABA #: 043000096

Account #: 130760016803

Name: Commercial Loans Operations

Reference: Nevada Power Company

n. Société Générale

1221 Avenue of the Americas

New York, NY 10020

Attention: Grace Lai

Telephone: (201) 839-8445

Facsimile: (201) 839-8117

Electronic Mail: grace.lai@sgcib.com

Remittance Instructions:

Société Générale, New York Branch

ABA #: 026004226

Account #: 9051422

Name: Loan Servicing Group

Reference: Nevada Power Company

o. U.S. Bank National Association

461 Fifth Avenue

New York, NY

Attention: Cindy Hanks

Telephone: (503) 275-8188

Facsimile: (503) 973-6900

Electronic Mail: Complex.credits.portland@usbank.com

Remittance Instructions:

U.S. Bank National Association, Portland Oregon

ABA #: 123000220

Account #: 00340012160600

Name: Complex Credits Dept.

Reference: NV Energy

p. SunTrust Bank

303 Peachtree St.

Atlanta, GA 30308

Attention: Nicole Barry

Telephone: (404) 658-4777

Facsimile: (404) 558-4401

Electronic Mail: Nicole.d.barry@suntrust.com

Remittance Instructions:

SunTrust Bank, Atlanta, GA

ABA #: 061000104

Account #: 9088000112

Name: Wire Clearing

Reference: NV Energy

q. Union Bank, N.A.

Commercial Loan Operations

1980 Saturn St.

Monterey Park, CA 91754

Attention: Maria Suncin

Telephone: (323) 720-2870

Facsimile: (800) 446-9951

Electronic Mail: #closynd@unionbank.com

Remittance Instructions:

Union Bank, N.A.

ABA #: 122-000-496

Account #: 77070-196431

Name: Wire Transfer Clearing CLO

Reference: Nevada Power Company

r. The Bank of Nova Scotia

One Liberty Plaza

New York, NY 10006

Attention: Vesna Vukelich

Telephone: (212) 225-5705

Facsimile: (212) 225-5709

Electronic Mail: Vesna_Vukelich@scotiacapital.com

Remittance Instructions:

The Bank of Nova Scotia New York Agency

(Swift Code: NOSCUS33)

ABA #: 026-002532

Account #: 2308363CORBK77

Name: Loan Operations

Reference: Nevada Power Energy

s. UBS Loan Finance, LLC

677 Washington Blvd.

Stamford, CT 06901

Attention: Heidi Benalcazar

Telephone: (203) 719-3158

Facsimile: (203) 719-3888

Electronic Mail: Heidi.benalcazar@ubs.com

Remittance Instructions:

UBS Loan Finance, LLC, Stamford, CT

ABA #: 026007993

Account #: WA-894001-001

Name: BPS Loan Finance Acct.

Reference: NV Energy- Nevada Power

t. CIBC Inc.

425 Lexington Avenue, 4 th Floor

New York, NY 10017

Attention: Angela Tom

Telephone: (416) 542-4446

Facsimile: (905) 948- 1934

Email: Angela.Tom@cibc.com

Remittance Instructions:

Bank of New York

ABA #: 021-000-018

Account #: 890-0331-046

Name: Account CIBC New York

Reference: Nevada Power Company

EXHIBIT 10.3

AGREEMENT

BETWEEN

SIERRA PACIFIC POWER COMPANY

d/b/a NV ENERGY

RENO, NEVADA

AND

LOCAL UNION 1245

OF THE

INTERNATIONAL BROTHERHOOD

OF ELECTRICAL WORKERS

AFFILIATED WITH THE

AMERICAN FEDERATION OF LABOR AND

THE CONGRESS OF INDUSTRIAL ORGANIZATIONS

AFL-CIO

AUGUST 16, 2010 – AUGUST 15, 2013

TABLE OF CONTENTS

TITLE		PAGE

	Agreement ……………………………………………………………………………………………………………………........................................................................	1
	Preamble ………………………………………………………………………………………………………………………........................................................................	1
1.	Recognition ……………………………………………………………………………………………………………………......................................................................	1
2.	Continuity of Service ………………………………………………………………………………………………………..........................................................................	1
3.	Definitions …………………………………………………………………………………………………………………….........................................................................	2
4.	Wages ……………………………………………………………………………………………………………………………....................................................................	3
5.	Transportation ………………………………………………………………………………………………………………..........................................................................	4
6.	Working Hours ……………………………………………………………………………………………………………….........................................................................	5
7.	Shift Premium ………………………………………………………………………………………………………………............................................................................	11
8.	Leaves of Absence …………………………………………………………………………………………………………..........................................................................	11
9.	Inclement Weather Practice …………………………………………………………………………………………....................................................................................	13
10.	Overtime ………………………………………………………………………………………………………………………........................................................................	14
11.	Holidays …………………………………………………………………………………………………………………………....................................................................	16
12.	Vacations ………………………………………………………………………………………………………………………......................................................................	17
13.	Safety …………………………………………………………………………………………………………………………….....................................................................	19
14.	Union Activity ………………………………………………………………………………………………………………..........................................................................	20
15.	Sick Leave ……………………………………………………………………………………………………………………….....................................................................	21
16.	Seniority ………………………………………………………………………………………………………………………........................................................................	23
17.	Expenses ……………………………………………………………………………………………………………………….......................................................................	27
18.	Apprenticeship ………………………………………………………………………………………………………………........................................................................	30
19.	Miscellaneous ………………………………………………………………………………………………………………..........................................................................	32
20.	Supplemental Benefits for Industrial Injury …………………………………………………………………….........................................................................................	36
21.	Grievance Procedure ……………………………………………………………………………………………………................................................................................	36
22.	Employee Benefit Program ……………………………………………………………………………………………..................................................................................	38
23.	Demotion and Layoff Procedure ……………………………………………………………………………………....................................................................................	44
24.	Term of Agreement ………………………………………………………………………………………………………..............................................................................	47

	ATTACHMENTS	PAGE

I.	Exhibit A
	(1) Wage Schedules………………………………………………………………………………………………………………………...................................................	50
II.	Exhibit B	1
	(1) Classifications and Job Descriptions…………………………………………………………………………………………............................................................	66
	(2) Deleted Job Classifications……………………………………………………………………………………………………….........................................................	99

III.	Letters of Understanding
	1. Clerical Bidding Notes (See Attachment IV, Exhibit “C” (1) …………………………………………………………………......................................................	101
	2. Sick Leave Payoff (See Title 15.9) ……………………………………………………………………………………………............................................................	101
	3. Communications Technician, Telecommunications Dept (Deleted March 2007) ……………………………............................................................................	101
	4. Equipment Op Evaluation Committee (Deleted 1/1/98 – Reinstated 1/1/03) ……………………………………........................................................................	101
	5. Equipment Operator Program………………………………………………………………………………………………….............................................................	101
	6. Emergency Response Program (See Attachment VIII) ……………………………………………………………………...............................................................	101
	7. Family Sick Leave Program (See Title 15.10) …………………………………………………………………………………..........................................................	101
	8. Telephone Allowance……………………………………………………………………………………………………………..........................................................	101
	9. Departmental Seniority for Laborers (Deleted 1/1/95) …………………………………………………………………..................................................................	101
	10. Yard Operator – Power Production…………………………………………………………………………………………................................................................	101
	11. Clerical Occupational Group-Changing Work Hours (See Title 6.15) ……………………………………………........................................................................	101
	12. Accident Prevention Board Business Representative As Member………………………………………….................................................................................	101
	E-Mail for Union Communications
	New Employee Orientation Participation by Union (See Title 14.6)
	13. Joint Benefits Committee Established……………………………………………………………………………………...................................................................	101
	Optional Life Insurance
	Long-Term Disability Bargaining Unit Insuring Plan (See Title 22)
	14. Part-Time Employees Terms And Conditions (See Titles 3.5 & 22) …………………………………………………...................................................................	101
	15. Equipment Operator Progression Guidelines………………………………………………………………………….......................................................................	102
	16. Work-At-Home Schedule for CSR’s (Business Office)………………………………………………………………......................................................................	102
	17. Generation Work Schedules (Added 1/1/03) …………………………………………………………………………......................................................................	102
	Exhibit A – Nine (9) Hour Schedule
	Exhibit B – Ten (10) Hour Schedule
	Exhibit C – Twelve (12) Hour Schedule
	18. Department of Transportation Hours of Service (Added 1/1/03) ……………………………………………................................................................................	106
	19. Neutrality Agreement (Added 11/2/98) ……………………………………………………………………………….......................................................................	106
	20. Hiring Hall Agreement (Added March 2007) …………………………………………………………………..................................................................................	109
	21. Post Retirement Medical (Added 4/5/07) ……………………………………………………………………………........................................................................	110
	22. Commencement Date of the Agreement (Added 9/10/07) …………………………………………………....................................................................................	110

IV.	Exhibit C (1) Lines of Progression for Bidding & Demolition
	Purposes by Occupational Groups……………………………………………………………………………………………..................................................................	110
	Definition of Occupational Groups……………………………………………………………………………………………..................................................................	110
	Lines of Progression…………………………………………………………………………………………………………………..........................................................	Fold-Out
	Bidding Notes…………………………………………………………………………………………………………………………….....................................................	111

V.	Exhibit D Bargaining Unit Medical/Dental/Vision………………………………………………………………………........................................................................	114
	Options Comparison

VI.	Out-of-Town Work Assignment Guidelines…………………………………………………………………………………..................................................................	118

VII.	Job Site Reporting (Cancelled by the Union on 10/24/02) …………………………………………………………...........................................................................	119

VIII.	Emergency Response Program…………………………………………………………………………………………………................................................................	119

IX.	Company Statement………………………………………………………………………………………………………………...............................................................	121
	RE: Continuation of Post Retirement Medical Coverage

INDEX

SPPCO-IBEW LOCAL UNION 1245 AGREEMENT

AGREEMENT (INTRODUCTION & PREAMBLE)……………………………………………………………………………….......................................................................................		1
APPRENTICESHIP……………………………………………………………………………………………………………………….................................................................................		30-32
ARBITRATION PROCEDURE………………………………………………………………………………………………………….................................................................................		37
BANKRUPTCY CLAUSE…………………………………………………………………………………………………………………..............................................................................		36
BIDDING NOTES…………………………………………………………………………………………………………………………................................................................................		111-113
BULLETIN BOARDS, UNION………………………………………………………………………………………………………......................................................................................		20
CALL OUTS……………………………………………………………………………………………………………………………………........................................................................		14-16
CHECK-OFF, UNION DUES…………………………………………………………………………………………………………….................................................................................		1, 21
CLERICAL BIDDING NOTES……………………………………………………………………………………………………………...............................................................................		112
COMMITTEES
	Accident Prevention Board………………………………………………………………………………………………..........................................................................	19
	Equipment Operator Evaluation………………………………………………………………………………………...............................................................................	101
	Joint Apprenticeship Training………………………………………………………………………………………….............................................................................	30-32
	Joint Benefits…………………………………………………………………………………………………………………......................................................................	44
	Joint Grievance……………………………………………………………………………………………………………….......................................................................	36-37
	Labor/Management………………………………………………………………………………………………………............................................................................	21
COMPANY VEHICLE USE…………………………………………………………………………………………………………………………...............................................................		4-5
CONTINUITY OF SERVICE TO THE PUBLIC……………………………………………………………………………………………………...............................................................		1-2
DAY EMPLOYEES…………………………………………………………………………………………………………………………………….............................................................		6
DEFINITIONS OF EMPLOYEE STATUS…………………………………………………………………………………………………….......................................................................		2-3
DEMOTION PROCEDURE………………………………………………………………………………………………………………………...................................................................		44-46
DISCRIMINATION, RACE, COLOR, ETC…………………………………………………………………………………………………….....................................................................		1
DISQUALIFICATION OF PREFERRED BIDDER………………………………………………………………………………………….........................................................................		xxx
DOT HOURS OF SERVICE LETTER OF AGREEMENT…………………………………………………………………………………...........................................................................		106
DOUBLE TIME………………………………………………………………………………………………………………………………………...............................................................		14-16
DRIVERS LICENSE REQUIREMENTS………………………………………………………………………………………………………........................................................................		4-5
EMERGENCY RESPONSE PROGRAM…………………………………………………………………………………………………………...................................................................		119-120
EMPLOYEE BENEFIT PROGRAMS………………………………………………………………………………………………………………................................................................		38-44
EMPLOYEE DISCOUNT………………………………………………………………………………………………………………………………...........................................................		43
EMPLOYEE PLACEMENT
	Disabled……………………………………………………………………………………………………………………………………...................................................	26-27
	New Technologies……………………………………………………………………………………………………………………….....................................................	26-27
	Revision of Operations……………………………………………………………………………………………………………….........................................................	26-27
	Return from Military Leave…………………………………………………………………………………………………………...........................................................	26-27
	Temperamentally Unsuited…………………………………………………………………………………………………………...........................................................	26-27
ENHANCED SEVERANCE/RETIREMENT BRIDGE PROGRAM………………………………………………………………………….......................................................................		33-35
EQUIPMENT OPERATOR PROGRESSION GUIDELINES…………………………………………………………………………………......................................................................		102
EXPENSES
	Meals…………………………………………………………………………………………………………………………………………................................................	27-30
	Board/Lodging…………………………………………………………………………………………………………………………........................................................	27-30
	Subsistence……………………………………………………………………………………………………………………………….....................................................	27-30
	Moving………………………………………………………………………………………………………………………………………................................................	27-30
FAMILY SICK LEAVE PROGRAM……………………………………………………………………………………………………………….................................................................		22-23
FOREMAN SELECTION………………………………………………………………………………………………………………………………...........................................................		24-25
GENERATION WORK SCHEDULES……………………………………………………………………………………………………………..................................................................		102-105
GRIEVANCE PROCEDURE…………………………………………………………………………………………………………………………...............................................................		36-37
GROUP LIFE INSURANCE………………………………………………………………………………………………………………………...................................................................		42-43
HIRING HALL…………………………………………………………………………………………………………………………………………….........................................................		109-110
HOLIDAYS…………………………………………………………………………………………………………………………………………………......................................................		16-17
INCLEMENT WEATHER……………………………………………………………………………………………………………………………….........................................................		13
INTERIM NEGOTIATIONS……………………………………………………………………………………………………………………………..........................................................		4

iii

INDEX (Continued)

JOB BIDDING………………………………………………………………………………………………………………………………………………….................................................		23-27
JOB DEFINITIONS (EXHIBIT B)………………………………………………………………………………………………………………………........................................................		66-98
JOB FLEXIBILITY…………………………………………………………………………………………………………………………………………….................................................		32
LAYOFF, LACK OF WORK………………………………………………………………………………………………………………………………....................................................		44-46
LEAVES OF ABSENCE
	Military………………………………………………………………………………………………………………………………………….....................................................	12
	Union………………………………………………………………………………………………………………………………………………................................................	12
	Personal…………………………………………………………………………………………………………………………………………...................................................	12
	Family and Medical…………………………………………………………………………………………………………………………........................................................	12-13
LETTERS OF UNDERSTANDING……………………………………………………………………………………………………………………..........................................................		101-108
LINES OF PROGRESSION………………………………………………………………………………………………………………………………........................................................		Fold-Out
LONG-TERM DISABILITY PLAN………………………………………………………………………………………………………………………......................................................		43
LUNCH PERIOD……………………………………………………………………………………………………………………………………………....................................................		5
MANAGEMENT RIGHTS………………………………………………………………………………………………………………………………........................................................		32
MEAL ALLOWANCES……………………………………………………………………………………………………………………………………....................................................		28
MEAL PERIODS…………………………………………………………………………………………………………………………………………........................................................		27-28
MEDICAL/DENTAL/VISION………………………………………………………………………………………………………………………..............................................................		114-117
MEMBERSHIP………………………………………………………………………………………………………………………………………...............................................................		21
METER READER ALLOWANCE…………………………………………………………………………………………………………………...............................................................		4-5
NEUTRALITY AGREEMENT…………………………………………………………………………………………………………………………..........................................................		108
NON-BARGAINING UNIT ASSIGNMENTS…………………………………………………………………………………………………....................................................................		23
OCCUPATIONAL GROUP DEFINITIONS……………………………………………………………………………………………………....................................................................		108
OFF SCHEDULE ASSIGNMENT………………………………………………………………………………………………………………....................................................................		7
OFFICE SERVICE EMPLOYEES………………………………………………………………………………………………………………………..........................................................		10-11
ON CALL – STANDBY……………………………………………………………………………………………………………………………………....................................................		32
OPERATIONS CENTER EMPLOYEES…………………………………………………………………………………………………………...................................................................		7
OUT-OF-TOWN GUIDELINES……………………………………………………………………………………………………………………................................................................		118-119
OUT-OF-TOWN PREMIUM………………………………………………………………………………………………………………………................................................................		30
OVERTIME PAY……………………………………………………………………………………………………………………………………………....................................................		14
PART-TIME EMPLOYEES’ BENEFITS…………………………………………………………………………………………………………….............................................................		43-44
PART-TIME EMPLOYEES’ DEFINITIONS…………………………………………………………………………………………………………...........................................................		3
PASS – UNION BUSINESS REPRESENTATIVE………………………………………………………………………………………………..................................................................		20
PAY PERIODS………………………………………………………………………………………………………………………………………………....................................................		3
POST RETIREMENT MEDICAL……………………………………………………………………………………………………………………….........................................................		38-44
PREARRANGED WORK………………………………………………………………………………………………………………………………..........................................................		14-16
PROMOTION (QUALIFYING PERIOD)…………………………………………………………………………………………………………….............................................................		25
PROVISIONAL (PEP) EMPLOYEES…………………………………………………………………………………………………………………...........................................................		2
RECOGNITION……………………………………………………………………………………………………………………………………………......................................................		1
RELOCATION ASSISTANCE…………………………………………………………………………………………………………………………….....................................................		30
REPORTING PLACE……………………………………………………………………………………………………………………………………….....................................................		5-11
RESIDENTIAL REQUIREMENTS……………………………………………………………………………………………………………………….......................................................		2
REST PERIOD…………………………………………………………………………………………………………………………………………………................................................		15-16
RETIREMENT PLAN………………………………………………………………………………………………………………………………………....................................................		38-39
SAFETY………………………………………………………………………………………………………………………………………………………...................................................		19-20
SENIORITY………………………………………………………………………………………………………………………………………………….....................................................		23-27
SERVICE EMPLOYEES………………………………………………………………………………………………………………………………..............................................................		9-10
SEVERANCE PLAN……………………………………………………………………………………………………………………………………….......................................................		33-35
SHIFT EMPLOYEES…………………………………………………………………………………………………………………………………………..................................................		11
SHIFT PREMIUM…………………………………………………………………………………………………………………………………………......................................................		8-9
SHORT TERM INCENTIVE PLAN (STIP)……………………………………………………………………………………………………………..........................................................		50
SICK LEAVE……………………………………………………………………………………………………………………………………………………...............................................		21-23
SICK LEAVE PAYOFF………………………………………………………………………………………………………………………………………..................................................		22
STRIKE AND LOCKOUT………………………………………………………………………………………………………………………………….....................................................		1
SUPPLEMENTAL BENEFITS FOR INDUSTRIAL INJURY................................................................................................................................................................................................		36

INDEX (Continued)

TELEPHONE ALLOWANCE…………………………………………………………………………………………………………………………...........................................................	101
TEMPORARY ASSIGNMENTS………………………………………………………………………………………………………………………..........................................................	23
TERM OF AGREEMENT…………………………………………………………………………………………………………………………………......................................................	47
TESTNG REQUIREMENTS – POWER PRODUCTION………………………………………………………………………………………...................................................................	Fold-Out
TOOLS………………………………………………………………………………………………………………………………………………………….................................................	33
TRAVEL TIME………………………………………………………………………………………………………………………………………………...................................................	6
UNION SECURITY…………………………………………………………………………………………………………………………………………....................................................	20-21
UPGRADES…………………………………………………………………………………………………………………………………………………….................................................	3-4
VACATIONS…………………………………………………………………………………………………………………………………………………..................................................	17-19
VEBA TRUST FUNDING…………………………………………………………………………………………………………………………………......................................................	121-122
VOLUNTARY INVESTMENT PLAN [401(k)]……………………………………………………………………………………………………...............................................................	40-41
WAGE RATES (EXHIBIT A)…………………………………………………………………………………………………………………………….......................................................	50-65
WAGE STEPS WITHHELD………………………………………………………………………………………………………………………………......................................................	4
WELLNESS PROGRAM………………………………………………………………………………………………………………………………….......................................................	42
WORK-AT-HOME SCHEDULE…………………………………………………………………………………………………………………………......................................................	102
WORKING HOURS……………………………………………………………………………………………………………………………………….......................................................	5-11

AGREEMENT

THIS AGREEMENT, made and entered into this sixteenth day of August, 2010, by and between SIERRA PACIFIC POWER COMPANY, d/b/a NV Energy, of Reno, Nevada, its successors or assigns, together with such other properties of a public utility character as may hereafter be acquired, hereinafter referred to as Company, and LOCAL UNION No. 1245 of the INTERNATIONAL BROTHERHOOD OF ELECTRICAL WORKERS (affiliated with the American Federation of Labor-Congress of Industrial Organizations), hereinafter referred to as Union. (Amended 8/16/2010)

WITNESSETH that:

WHEREAS, the parties hereto desire to facilitate the peaceful adjustment of differences that may from time to time arise between them, to promote harmony and efficiency to the end that Company, Union and the general public may benefit therefrom, and to establish wages, hours and working conditions for certain hereinafter designated employees of Company;

WHEREAS, the parties hereby recognize that our industry is changing and will be faced with competitive threats, expanding customer requirements, and related implications that must be addressed. Both parties agree that the magnitude of the possible changes are currently unknown; however, the Union and Company both agree to meet these challenges jointly as committed partners with the end result being the Company and Union that the customers choose. (Amended 1/1/03)

NOW THEREFORE, the parties hereto do agree as follows:

TITLE 1

RECOGNITION

1.1

For the purpose of collective bargaining with respect to rates of pay, wages, hours of employment and other conditions of employment, Company shall recognize Union as the exclusive representative of those employees for whom the National Labor Relations Board certified Union as such representative in Cases 20-R-1376 and 20-R-1403. It is agreed that the following specific classifications of employees shall be added to those classifications of employees which have previously been specifically excluded from the Bargaining Unit by mutual agreement.

1.2

Provisions of this Agreement shall be limited in their application to employees of Company as described in Section 1.1 of this Title. When the words "employee" and "employees" are used in this Agreement they shall be construed to refer only to employees described in said Section 1.1 unless otherwise noted.

1.3	Company shall deduct from their wages and pay over to the proper officers of Union, the membership dues of the members of the Union who individually and voluntarily authorize such deductions in writing. The form of check-off authorization shall be approved by Company and Union.

1.4

It is the policy of the Company and the Union not to discriminate against any employee because of race, creed, religion, gender, age, pregnancy, ethnicity, color, national origin, veteran status, sexual orientation, mental or physical impairment provided the mental or physical impairment does not render the employee incapable of performing the essential functions of his position. It is further agreed that wherever in this Agreement the masculine term is used, it shall be considered applicable to both sexes. (Amended March 2007)

TITLE 2

CONTINUITY OF SERVICE

2.1	Company is engaged in rendering public utility services to the public and Union and Company recognize that there is an obligation on each party for the continuous rendition and availability of such services.

2.2

The duties performed by employees of Company as part of their employment pertain to and are essential in the operation of a public utility and the welfare of the public dependent thereon. During the term of this Agreement, Union shall not call upon or authorize or permit employees individually or collectively to cease or abstain from the performance of their duties for the Company, and Company shall not cause any lockout.

The Company has the right to implement and modify reasonable policies, rules and work practices subject to the right of the Union to challenge the reasonableness of such action through the grievance procedure. (Added 8/16/2010)

2.3

Any employee in a Bargaining Unit classification shall perform loyal and efficient work and service, and shall use their influence and best efforts to protect the properties of Company and its service to the public, and shall cooperate in promoting and advancing the welfare of Company and in preserving the continuity of its service to the public at all times.

2.4	Consistent with the Provisions of this Title, the parties recognize that Union, Company, and all employees are mutually obligated to promote efficiency and cooperation in Company's operations and harmony among Company's employees. (Amended 1/1/03)

2.5

Consistent with the provisions of this Title which pertain to continuity of service to the public and duties essential to the operation of the utility, after May 1, 1979 all employees shall be required by Company to either report to work on a call out basis within 45 minutes or reside within a thirty-five (35) mile radius of the Company headquarters to which they regularly report. An employee who is unable to report for work on a call-out basis within forty-five (45) minutes, will be exempt from the provisions of Section 10.3 of the Agreement. (Amended 1/1/98)

Any employee who must change his place of residence as provided herein shall be given a reasonable period of time to move in order to avoid personal hardship.

Incumbent employees who on May 1, 1979 reside within the present district or sub-district of the Company headquarters to which they regularly report, shall not be affected by the above provisions, until such time as they voluntarily change their residence, or job classification, or reporting headquarters.

TITLE 3

DEFINITIONS

3.1	Employees shall be known as "Regular," “Provisional”, "Temporary," "Part-Time" and "Probationary." (Amended 5/18/99 by Letter of Agreement)

3.2	For the purpose of the contract, a regular employee is defined as an employee who has completed six (6) months of continuous service with the Company, excluding those hired as provisional employees. (Amended 5/18/99 by Letter of Agreement)

3.3

(a) A temporary employee is defined as an employee hired by the day for occasional or seasonal work, or for a limited time. A temporary employee shall not be eligible for sick pay, holiday pay, vacation pay, insurance coverage, pension coverage or items of similar nature, except as herein specifically provided. If a temporary employee should in the course of continuous employment, be reclassified to probationary or regular, he shall be credited with all continuous service in determining eligibility for such benefits that may accrue to him in his new status. A temporary employee shall receive not less than the minimum rate for the job except in the case of laborers. Temporary laborers, as defined in Exhibit A, may be hired for a period of not more than three (3) months at the special temporary labor rate. (Amended 5/18/99 by Letter of Agreement).

(b) A provisional employee is defined as an employee whose employment is intended to last more than six (6) months but less than two (2) calendar years. The work performed is linked to specific projects or is in anticipation of future events with a specific date at which the position will be eliminated. The use of the provisional employee will not impede the opportunities of regular employees or bypass the bidding procedure as defined under Title 16 of the Collective Bargaining Agreement (CBA) and are not subject to Title 23 nor Sections 19.10 and 19.11. Provisional employees will be required to remain in the position for the duration of their term with no bidding rights. They will accrue benefits equivalent to a regular employee for sick leave, vacation, medical insurance coverage, pension coverage and be subject to Section 3.6 of Title 3 for the duration of their assignment. They will be eligible for a Short Term Incentive Pay (STIP) payout as described in Attachment I, Exhibit “A”(1). For purposes of overtime work, preference will be extended to “regular” Sierra Pacific employees, and the company is under no obligation to balance overtime for provisional employees as specified under Section 10.3 of Title 10. A provisional employee will not receive less than the minimum rate for the job and will progress through the appropriate classification wage progression in accordance with the CBA. If employment of a provisional employee extends beyond two (2) calendar years, the employee will be reclassified to “regular” with a hire date and seniority date equivalent to the start date of his provisional term. (Added 5/18/99 by Letter of Agreement)

(c) A provisional employee who is offered and accepts a bargaining unit position as a probationary employee with no break in service shall be eligible for health and welfare benefits and vacation accrual based on their continuous service as a provisional and probationary employee. (Added 3/19/02 by Letter of Agreement)

3.4	A probationary employee is defined as an employee hired for a position that has been regularly established and is of indeterminate duration. A probationary employee shall receive sick pay, vacation pay, insurance coverage, pension

coverage or items of a similar nature as he shall become eligible, but in all other respects shall be equivalent to a regular employee, subject to the provision of 3.6 of this Title. A probationary employee shall receive not less than the minimum rate for the job.

3.5

(a) A part-time employee is one scheduled to work less than five (5) days per week or less than eight (8) hours per day. A limited number of part-time employees may be assigned to work covered by the Bargaining Agreement, provided that such assignment shall not result in the loss of regular employment for regular employees, nor shall the employees so assigned affect the status of or impede the promotional opportunities of regular employees. Part-time employees shall be paid the wage rates established in Exhibit A for the work performed. In determining allowances for vacations, sick leave, and other benefits hereunder, such allowance shall be prorated in direct ratio that the number of hours worked per week bears to forty (40). (Amended 1/1/95)

(b) The number of part-time employees in all "Clerical Department" classifications will not exceed 15% of the aggregate number of employees in all "Clerical Department" classifications. (Amended 1/1/98)

Schedules will be established in full hour increments and the employee's classification, i.e., one-half (1/2) time or three-quarter (3/4) time will be based on the established schedule at the time they are hired and an annual (payroll year) review of hours actually worked (excluding non-productive time) thereafter. Status changes will apply prospectively only. (Amended 1/1/98)

3.6	The retention of temporary, provisional and probationary employees is at the sole discretion of the Company, and termination of employment of such employees shall not be subject to review through the grievance procedure. (Amended 5/18/99 by Letter of Agreement)

3.7

Continuous service with Company shall start with the date of employment and consist of the entire period of employment. Continuous service will be broken when (a) an employee is discharged for cause; (b) an employee voluntarily terminates employment; (c) an employee has been laid off for more than twelve (12) consecutive months; (d) an employee has violated the provisions of 8.4; (e) an employee has taken a leave of absence of over thirty (30) calendar days as defined in Section 8.1. (Amended 5/1/88)

TITLE 4

WAGES

4.1	The wage to be paid employees of the Company covered by this Agreement shall be at the rates specified in the schedule hereto attached, numbered Exhibit A, and made a part hereof.

4.2

All employees shall be placed on an hourly rate of pay and shall be paid on alternate Fridays for all time worked during the two (2) week period ending the previous Sunday midnight; exclusive of overtime worked during the second week of the two week period. Any such deferred payment shall be included with the paycheck for the payroll period next succeeding the period in which such overtime was worked. In order to spread the payroll work the Company reserves the right to divide the payroll into two groups, paying each group on alternate Fridays. If a payday falls on a holiday, the day next preceding such holiday shall be pay day. However, if a payday falls on the Day after Thanksgiving the following Monday shall be payday. Payroll deductions for employees shall occur semi-monthly (first and second paycheck each month) including, but not limited to, Employee-only/Dependent Medical premium payments, Long-term Disability Insurance premiums, Life Insurance premiums, Union Dues, and Credit Union deposits or payments. (Amended 8/16/2010)

4.3

(a) An employee who temporarily assumes the duties and responsibilities of a classification having a higher minimum rate shall be paid not less than the minimum rate of the higher classification for the time worked, meal and travel time, as applicable, computed to the next quarter (1/4) hour. (Amended 5/1/83)

Any upgrade position, within a specific headquarters, lacking an incumbent employee and continuing for a cumulative period of 1500 straight-time hours in a 12-month period shall require posting of the position. This provision does not apply to those classifications designated as “upgrade only”. Exceptions to this provision can be made by mutual agreement between the Company and Union, i.e., training positions and special projects. (Amended 1/1/03)

(b) When an employee is temporarily reassigned to work in a classification higher than his regular classification, he shall be paid, upon such reassignment, the rate of pay he last received in such higher classification, plus any general wage increase or adjustments subsequently made therein.

(c) When an employee is temporarily assigned or reassigned to work in a classification lower than his regular classification, his rate of pay will not be reduced.

(d) Where automatic progression between classifications or within the pay rate range of a classification is provided by the Agreement, it is understood that the employee's performance must be satisfactory to qualify for advancement. Where an employee's performance is unsatisfactory and an automatic progression wage step has been withheld, the Investigating Committee, provided for in Section 21.2 of the Agreement, may review the employee's performance.

(e) Where automatic progression in any classification is provided by the Agreement, an automatic progression wage step will be withheld after an employee is off work for sixty (60) calendar days or more. (Amended 5/1/83)

4.4

Company and Union may agree to additional classifications and/or revisions of existing classifications and wages and lines of progression with respect thereto, during the term of this Agreement. Pending negotiations with respect to such classifications, wage rates and lines of progression, the Company may establish temporary classifications and wage rates.

The Company will promptly notify the Union of any such temporary classifications and/or revisions and wage rates which are established. When the Company and Union reach agreement on the wage rate for the new classification and/or revised classification, it shall be retroactive to the date when the classification was first temporarily established or revised.

TITLE 5

TRANSPORTATION

5.1

Company or public transportation shall be furnished all employees requiring, at the discretion of the Company, transportation in the performance of their duties. In the event an employee is asked to use his own automobile for Company business, he shall be reimbursed at the current rate sanctioned by the Internal Revenue Code, Section 274, Treasury Regulations and Administrative Interpretations. (Amended 1/1/95)

5.2

Regular full-time Reno area Meter Readers shall be required to use their personal vehicles in the performance of their assigned duties within the Reno/Sparks metropolitan area for which they shall be reimbursed at the rate of One Hundred Eighty Dollars ($180.00) effective 5/1/96 per month for each month personal vehicles are so used. An allowance has been included in the reimbursement for the difference in cost between pleasure and business vehicle insurance coverage. As a condition of employment, personal vehicle insurance coverage shall be provided by the employee in an amount not less than the minimum state insurance requirements for such vehicle's use, and; a certificate of insurance with a thirty (30) day cancellation clause shall be required from each employee's insurance Company naming Sierra Pacific Power Company as an "Additional Insured Non-Owner" for each such vehicle used. Reno area Meter Readers shall not be required to use their personal vehicles outside the Reno/Sparks Metropolitan area. (Amended 1/1/98)

5.3	(a) Any employee who may be required to operate Company vehicles and/or equipment while performing duties pertinent to his job classification must possess and maintain the appropriate licenses or permits required by applicable laws and/or Company policy. (Amended 5/1/82)

(b) An employee incumbent in any such job who is unable to maintain the necessary driver's license, shall be returned to his former classification and rate of pay or, by mutual agreement between the Company and Union, shall be placed in another classification. (Amended 5/1/82)

In the specific event of where an employee is unable to maintain the necessary driver’s license for driving under the influence or controlled substance abuse, the following shall apply: (Added 1/1/98)

Said employee for a 1st occurrence shall retain his rate of pay but may be required to work in another classification by mutual agreement between the Company and Union. However, a return to work agreement will be made between the Company, Union and employee specifically addressing terms and conditions of continued employment. (Added 1/1/98)

In the event of a 2nd occurrence, within 5 years of the 1st, said employee will not be accommodated in existing position. The Company and Union will endeavor to place the employee; however, if no vacancies exist, this could result in termination. (Added 1/1/98)

In the event of a 3rd occurrence, within 5 years of the 1st, the Company is not obligated for any reason whatsoever to accommodate said employee in any position. (Added 1/1/98)

(c) A successful bidder on any job requiring vehicle and/or equipment operation will be given a thirty (30) day period beyond the date of the job award to obtain the proper licenses and/or permits. Additional training must be arranged through Department Management. Bidder must be trained and/or evaluated prior to receiving approval to operate Company vehicles and/or equipment. (Amended 1/1/98)

(d) Any employee who is considered for an upgrade to a position requiring the operation of Company vehicles or equipment must be qualified by training or experience prior to upgrade. Employee will be subject to the provisions of Section (a) and (b) above. (Added 5/1/83)

(e) The provisions of Sections (a), (b) and (c) shall also apply to any employee operating a personal vehicle while being compensated by the Company for its use. (Added 5/1/82)

5.4	Employees shall be authorized to utilize Company vehicles only for the purpose of performing their assigned duties. Use of such vehicles for personal reasons is prohibited.

TITLE 6

WORKING HOURS

6.1

All regular employees shall receive full-time employment for each work week employed provided they physically report for duty at their regularly assigned reporting place in accordance with the terms and conditions of this Agreement and are in condition to perform their work. This is not interpreted to mean that the Company does not have the right to lay off or release employees on account of lack of work or any other valid reason at the end of the work week.

6.2

(a) Each employee shall have a regular reporting place, a regularly established schedule of work hours and work days. Such schedule shall indicate the starting and quitting times, the regularly scheduled meal period and the scheduled non-work days. The arrangement of such schedule shall be in accordance with the provisions hereafter contained for the classification in which the employee is regularly employed. Schedules with work periods providing for starting times after 12:00 noon or before 6:00 a.m. shall provide eight (8) consecutive hours of work.

By mutual agreement between the Company and Union, Employees may work under alternate Work Schedule Agreements as defined in Attachment III. (Amended 8/16/2010)

(b) Employees who are assigned to work away from their regular assigned reporting place will be required to report to work at the established starting time and at the temporary reporting place designated by Company. When board and lodging are provided by Company, the reporting place will be the lodging designated by Company. It is understood that the temporary reporting place designated by the Company may change from time to time due to changes in Company's operational requirements. When necessary, Company shall provide water and sanitation facilities for the employee's use at the temporary reporting place. When the change of temporary reporting place occurs, the employee(s) will be notified as far in advance as practicable. (Amended March 2007)

(c) When employees are scheduled for required training, the Company shall be responsible for all travel, training expenses and all out-of-town expenses, subject to Titles 10 and 17.8. (Amended 8/16/2010)

When employees are scheduled for Company required training, and employees are notified 7 days in advance, the Company may alter the employees’ schedule, for the work week to a Monday through Friday, 8 hour per day schedule or a Monday through Thursday/Tuesday through Friday 10 hour schedule. Work hours for said schedules shall be between 6am and 5pm with no more than a one hour meal period. However, this clause will not deprive the employee of the opportunity to work the same number of hours during a pay period that he would have worked under his regular schedule. (Added 8/16/2010)

When employees are scheduled for volunteer training, the Company may alter the employees’ schedule, for the work week, to match that of training. Overtime will only be paid if said employee is required to attend training and/or perform work for more than eight (8) hours on any day or if his total work week (training and work time) goes beyond 40 hours. No employee will be denied 40 hours of pay for said work week, subject to Title 17.8 or 17.13. (Amended 8/16/2010)

(d) Generation employees who are assigned to work in a Headquarters other than their own may be assigned to the scheduled hours and workdays of the group to which they are assigned, subject to Title 17. (Added 8/16/2010)

(e) Employees who volunteer for special projects may have their scheduled hours and workdays changed to meet the needs of the special project to which assigned. (Added 8/16/2010)

6.3	The work week shall be defined to be that period of 168 hours comprising seven (7) consecutive calendar days. For all employees but those in classifications listed in Section 6.13 the work week shall be that period beginning one (1) minute after 11:59 p.m. Sunday and ending 168 hours later.

6.4

A change in the regularly scheduled lunch period for any reason shall be deemed to require the payment of overtime for work performed during the regular lunch period and the employees may eat their lunch on Company time. Lunch periods may be advanced or delayed one-half (1/2) hour without the payment of overtime.

6.5

Employees, including those on Out-of-Town assignment, who are required to report for work on their non-work days, or on holidays which they are entitled to have off, or outside their regular work hours on work days, shall be paid overtime compensation for the actual work time, commencing at the time they physically report at their regularly assigned reporting place, and travel time in the amount of fifteen (15) minutes each way in connection therewith. An employee who is called out for such work shall be paid overtime compensation for travel time in the amount of thirty (30) minutes from his home and fifteen (15) minutes to return home. If an employee who is called out for such work outside of his regular work hours on a work day continues to work into or beyond his regular work hours, he shall be paid overtime compensation for actual travel time in the amount of thirty (30) minutes only from his home. (Amended 1/1/95)

In applying this Section 6.5 to work to be performed at Tracy or Ft. Churchill Steam Plants by those employees whose regularly established headquarters are either the Frank A. Tracy or Fort Churchill Steam Plants, a travel time allowance of "30 minutes" shall be substituted for "15 minutes" wherever it appears in the paragraph next preceding.

In applying Section 6.5, employees whose regular established headquarters is North Valmy Steam Plant but who reside in Winnemucca, will be compensated for "45 minutes" travel time each way and employees residing in Battle Mountain will be compensated for "30 minutes" each way.

The portion of this Title relating to travel time shall not apply to the following situation:

(a) Prearranged extended work schedules on regular work days. (Amended 5/1/81)

6.6

(a) If an employee is instructed by his Supervisor to report for prearranged overtime on a non-work day, or on a holiday which he is entitled to take off with pay, and the employee reports for work as instructed, the employee shall be paid overtime compensation for a minimum of four (4) hours provided, however, this will not apply to cases in which the employee is prevented from completing the assignment or earning the minimum through no fault of the Company, for reasons such as inclement weather, accidents, illness, or other reasons beyond the control of the Company. In such cases the employee shall be paid overtime compensation for the actual time worked, but in no event less than the two (2) hour minimum. (Amended 5/1/81)

(b) In the event an employee is instructed to report for prearranged overtime as provided in 6.6(a) above, and such work is canceled, the employee shall be paid overtime compensation for a minimum of four (4) hours, if he has not had notice of such cancellation at least eight (8) hours prior to the designated reporting time. (Amended 5/1/81)

(c) If an employee is instructed by his Supervisor to report for prearranged overtime prior to his regular starting time on a scheduled work day, the employee reports for work as instructed and for any reason the work is canceled, the employee shall be paid overtime compensation for actual time worked, but in no event less than a two (2) hour minimum time. (Added 5/1/91)

6.7	For the purposes of application of the provisions of this Title, all employees not specifically denoted by Sections 6.13, 6.14 and 6.15 shall be considered to be day employees. Sections 6.13, 6.14 and 6.15 shall determine the designation of all others.

6.8	(a) Day employees' hours of work shall be regularly scheduled as eight consecutive hours not including a one half hour lunch period per 17.1(c). The work day will begin no earlier than 6:00 a.m. and no later than 8:00 a.m. Regular work days shall be Monday through Friday. (Amended 8/16/2010)

1.	Company may change employee(s) start time no more than two (2) times in a calendar year. If split start times are used, equalization of conditions and rotation of assignments will occur. Such rotations for equalization shall not be considered as a change in schedule. (Added 8/16/2010)

(b) (Deleted March 2007)

(c) The regular hours of work established herein may be changed by Company at the request or direction of public authorities, provided, however, that before any such change is made Company shall discuss it with Union. Company shall not be required to pay overtime compensation by reason of any change made as provided in this Section.

6.9	(a) Company may schedule employees to work for periods equal in length to their normal work period and overtime, if necessary, at other than their regular hours in any of the following situations: (Amended March 2007)

The maintenance or repair of any generating plant or substations. (Amended March 2007)

Work involving cleaning debris from the water intake of a power plant. (Amended March 2007)

Restoration of the Valley Road Gas Plant to operating condition and the production of gas.

To provide relief in a regularly scheduled job which has been temporarily vacated by absence of an incumbent.

To provide public safety and the protection of Company facilities underground which may be exposed to possible damage by excavating operations performed by other than Company employees.

(Deleted March 2007)

Infra-red inspections of outdoor electric facilities. (Added 1/1/98)

At the request of the customer, special project construction or unique maintenance requirements of facilities where customer impacts must be minimized. (Added 1/1/98)

(b) In the event such assignment is for four (4) regular work days or less, the employees shall be paid at the rate of one and one-half (1 1/2) times the applicable straight-time rate for all such work except that if the schedule continues beyond four (4) regular work days, the employee shall be paid one and one-half (1 1/2) times the applicable straight-time rate only for the first two (2) days of any such situation, and shall upon the third day, be paid at the straight-time rate for the duration of the assignment. Where the provisions of Title 10.1(a), (1), (2), (3), and (4) or the paragraph (c) next following are applicable, such day shall not be counted as one (1) of the premium days under this Section 6.9.

(c) In the event the employee is required to begin work in a temporary "off schedule" assignment with less than forty-eight (48) hours notice he shall be paid at the applicable overtime rate for all work performed on the "off schedule" assignment between the time of notice and the expiration of the forty-eight (48) hour period. Wherever possible, assignment to an "off schedule" status and return to the regular schedule shall be made in such a manner as to provide the same number of hours off between work periods as is provided by the employee's regular schedule. Where this is not possible and a change is made with less than the required time interval, the difference between the amount of time off and the required time interval shall require the payment of an additional one-half (1/2) times the straight-time or overtime rate which may be applicable.

In the event the employee is given fourteen (14) days notice and the assignment is in excess of four (4) days no penalties as described in (b) & (c) above will apply. (Added 8/16/2010)

(d) Upon completion of the temporary off schedule assignment, which may include scheduled days off, the employee shall be returned to his regular status and schedule. In all cases an assignment to an "off schedule" status shall not operate to deprive an employee of a forty (40) hour work week.

(e) Except for operating employees who are assigned to supplement maintenance employees as provided in (a) above, and for employees who are assigned to relief as provided in (a) above, the employees' regular schedules of days of work shall not be changed.

(f) If any such situation extends beyond four (4) weeks, Company and Union may agree to rotate the shift assignments without the additional payment of penalties as described in (b) and (c) above for such change. (Amended 8/16/2010)

(g) The application of this Section shall in no way limit the right of the Company to establish schedules which would provide for work hours in excess of eight (8) on a work day, or more than five (5) days in a work week.

6.10	(Deleted 8/16/2010)

6.11	(a) This section means that except as noted below, there is a prohibition against requiring an employee to work more than twenty-one (21) consecutive days. (Amended March 2007)

If an employee has performed any work on each of the twenty-one (21) consecutive days, the employee must be granted the next two (2) days off. If either of the next two (2) days occur on regular work days for that employee, such employee shall, nonetheless, be granted the day(s) off at the straight-time rate of pay. (Amended March 2007)

(b) Employees may work beyond the twenty-one (21) day limit only under the following condition:

Any work situation involving an immediate hazard to life or property. This does not include situations limited to a loss of money or revenue only. (Added 1/1/95)

6.12	The work week and work hours of part-time employees shall be governed by the following rules:

(a) Company shall notify Union of all part-time employees hired, the work being performed and the schedule of work hours and work days, if any, for such employees.

(b) Schedules of work hours and work days for part-time employees which would fall within the regular work hours and work days established in Section 6.8(a) may be established at the convenience of the Company.

6.13	"Shift" employees are as listed below:

Building Services Worker, Lead

Foreman, Shift, Working

Operator, Assistant, Control Room

Operator, Assistant, Distribution System

Operator, Control Room

Operator, Distribution System

Operator, Emergency Relief (Grid)

Operator, Emergency Relief (Steam)

Operator, Emergency Relief ( T&D)

Operator, Grid Reliability

Operator, Service Utility

Operator, Transmission System

Technician, Shift, Instrument & Control

(Amended 8/16/2010)

(a) The work week for shift employees shall be regularly scheduled but may be any seven (7) consecutive days. The normal work week of shift employees may start on any day of the week and at any hour of the day, and shall consist of one (1) eight (8) hour shift for five (5) days. The five (5) work days and two (2) non-work days may be arranged in one, two, three or four (4) week cycles. The shift employee's work day shall consist of eight (8) consecutive hours. The starting time of such shifts are presently established at 8:00 a.m., 4:00 p.m., and 12:00 midnight. The term "shift" shall be defined as a schedule of employee's work days, non-work days, working hours, and the arrangement of work week cycles.

Group schedules when required shall be developed to provide rotation to assignments and equalization of conditions. Schedules may be established or revised during the term of the Agreement, provided however, that such arrangements, if outside the parameters of (a)1 below, shall be first mutually agreed upon by Company and Union. (Amended 8/16/2010)

Company may change shift employee(s) normal work week and/or work hours no more than two (2) times in a calendar year. If split work weeks are used, equalization of conditions and rotation of assignments will occur. Such rotations for equalization shall not be considered as a change in schedule. (Added 8/16/2010)

(b) When generating plant operations personnel are not specifically assigned to operations duties, they may be temporarily assigned to other duties at the generating facilities of the Power Production Department subject to the provisions of Section 4.3. These employees may be assigned to the scheduled hours and workdays of the group to which they are assigned, subject to Title 17. (Amended 8/16/2010)

When assigned to report to their regular generating facility, they may be reassigned to perform duties in any occupational group established in that facility.

The working hours and scheduled work days of operating personnel so assigned may be changed and consist of the hours worked and the scheduled work days of the employees in the Power Production Department Occupational Group to which assigned. (Amended 8/16/2010)

Such change in working hours and scheduled work days and the return to the regular operations schedule hours and scheduled work days shall require, after proper notice of such change of hours or return to regular hours, twelve (12) hours off between change to temporary hours or return to regular operations schedule hours and scheduled work days. Where this is not possible and a change is made with less than twelve (12) hours off after proper notice, the difference between the amount of time off and twelve (12) hours shall require the payment of an additional one-half (1/2) times the straight-time or overtime rate which may be applicable. The provisions of Section 6.9 will not apply. (Amended 8/16/2010)

(c) When generating stations are operated on a 3 shift, 24 hour basis, the work periods of shift operating personnel shall be in accordance with Subsection (a) above. (Amended 8/16/2010)

(d) An employee classified as Emergency Relief Operator shall be regularly scheduled and shall perform the regularly scheduled assignments for operators at generating plants and System Control. He may be reassigned to any existing schedule for relief assignments in such plants without advance notice. Such employee shall not, as a result of such relief assignment, be entitled to overtime compensation for work performed during the regularly scheduled hours of such shift, except that, in the event he shall be required to report for work without having had twelve (12) hours off following the end of his last preceding work period, he shall be paid overtime compensation for any time worked in the twelve (12) hour period following the end of his last preceding work period. (Amended 8/16/2010)

(e) (Deleted 5/1/87)

(f) Employees, when required by the Company to make relief, shall be compensated at the appropriate wage rate. (Added March 2007)

6.14	"Service" employees are as listed below:

Apprentice, Fabricator-Welder

Apprentice, Gas Pressure Operator

Apprentice, Mechanic, Plant

Apprentice, Serviceman, Customer

Apprentice, Technician, Communications

Apprentice, Technician, Electrical Plant

Apprentice, Technician, Instrument

Apprentice, Technician, Lab

Coordinator, Fleet Repair/Licensing

Coordinator, Fleet Assets/Special Projects

Electrician, Plant

Fabricator-Welder

Fabricator-Welder, Certified

Foreman, Communication Systems, Working

Foreman, Gas Pressure, System Working

Foreman, Lab, Working

Foreman, Machinist, Working

Foreman, Maintenance, Working

Foreman, Technical, Working

Foreman, Utility Materials, Working

Foreman, Utility Materials, Working (Power Plants)

Foreman, Utility Fleet, Working

Foreman, Yard, Working

Garageman

Helper

Helper (Power Production Maintenance)

Janitor (Power Plant)

Machinist-Tool Repair

Maintenanceman, Street Light

Mechanic/Machinist, Plant

Mechanic, Plant

Mechanic, Utility Fleet

Mechanic/Welder, Plant

Operator, Gas Pressure

Operator, Yard

Operator, Yard, Senior

Parts Specialist, Utility Fleet

Senior Parts Specialist, Utility Fleet

Serviceman, Customer

Serviceman, Electric

Serviceman, Equipment

Technician, Communications

Technician, Communication Systems

Technician, Electrical Plant

Technician, Electrical/Instrument (Plant)

Technician, Instrument

Technician, Lab

Troubleman

Utilityman, Gas

Utility Materials Specialist

Utility Materials Specialist I

Utility Materials Specialist, Trainee

Utility Materials, Specialist (Power Plants)

Utility Materials, Specialist I (Power Plants

Utilityworker, Communications

(Amended 8/16/2010)

(a) The normal work week for each Service Employee shall be regularly scheduled and may be any five (5) consecutive days, starting on any day of the week. The arrangement of work hours, work days, non-work days and work week cycles, where applicable, shall be considered as the employee's work schedule and shall be developed to provide rotation of assignments and equalization of conditions.

(b) Hours of work for Service Employees assigned to work schedules providing for one-shift operations shall be regularly scheduled as eight consecutive hours not including a one half hour lunch period per 17.1(c). The work day will begin no earlier than 6:00 a.m. and no later than 8:30 a.m. (Amended 8/16/2010)

Company may change service employee(s) normal work week and/or work hours no more than two (2) times in a calendar year. If split work weeks or start times are used, equalization of conditions and rotation of assignments will occur. Such rotations for equalization shall not be considered as a change in schedule. (Added 8/16/2010)

(c) Schedules for two-shift operations shall be as follows: First shift shall consist of any eight (8) consecutive hours not including a one half hour lunch period per 17.1(c) between 6:00 a.m. and 4:30 p.m. Second shift shall consist of any eight (8) consecutive hours between 12 noon and 11:00 p.m. Employees assigned to the No. 2 shift shall be allowed necessary time to eat a meal on the job on Company time. (Amended 8/16/2010)

The Company agrees to schedule Service Employees on the No. 1 shift to take lunch four (4) hours after his regular starting time.

(d) Group schedules when required shall be developed to provide rotation to assignments and equalization of conditions. Schedules may be established or revised during the term of the Agreement, provided however, that such arrangements, if outside the parameters of (a), (b) and (c) above, shall be first mutually agreed upon by Company and Union. (Amended 8/16/2010)

(e) New work schedules may be established during the terms of the Agreement, provided, however, that such arrangements shall be first mutually agreed upon by Company and Union. (Amended 8/16/2010)

6.15	(a) "Office Service" employees are listed below: These employees may be regularly scheduled to work any eight (8) consecutive hours, exclusive of a 30 minute or 60 minute meal period. Work hours will be between 6:00 a.m. and 9:00 p.m., Monday through Friday. (Amended 8/16/2010)

Clerk, Remittance Processing, Senior

Foreman, Customer Services, Working

Foreman, Meter Reader, Working-Reno

Foreman, Technician Service, Working

Foreman, Support Services, Working

Meter Reader

Operator, Data Entry

Operator, Data Entry, Trainee

Operator, Data Entry, Senior

Operator, PBX

Representative, Accounts Payable

Representative, Accounts Payable, Senior

Representative, Clerical

Representative, Customer Services

Representative, Customer Services, Senior

Representative, Facilities

Representative, Support Services

Technician, Service

Specialist, Meter Data

(Amended 8/16/2010)

(b) The Company will schedule Office Service employees to take lunch during the period from three (3) hours after the employee's regular starting time to five (5) hours after his regular starting time. Office Service employees, with consent of the Supervisor, may exchange lunch periods on any given day.

(c) The provisions of Section 6.4 shall not apply to employees covered by this section. Schedules of Office Service Employees may be established or revised during the term of the Agreement. (Amended 8/16/2010)

1. Company may change employee(s) start time no more than two (2) times in a calendar year. If split start times are used, equalization of conditions and rotation of assignments will occur. Such rotations for equalization shall not be considered as a change in schedule. (Added 8/16/2010)

(d) Office Service employees may change their working hours and/or lunch period, with prior supervisory approval, by up to two (2) hours within the same work day with no penalty to the Company. This allows the employee to schedule personal time off while maintaining their regularly scheduled number of work hours, i.e. making time up within the same day of no more than two hours.

A request to change an employee's work schedule must be arranged with the supervisor at least one day prior to the change, other than for emergency situations.

When an employee has requested personal time off, the employee has the option to make up time within the same day by adjusting his or her work schedule, or may use vacation or floating holiday hours, or sick leave (under Title 15 or Family Sick Leave guidelines), or may elect time off without pay. A minimum of 1/2 hour lunch period must be taken in accordance with Section 6.15, unless required by operational needs.

NOTE: Schedules as referenced by Title 6 are those defined by the CBA and/or a letter of agreement. (Added 8/16/2010)

TITLE 7

SHIFT PREMIUM

7.1

All eight (8) hour work periods regularly scheduled to begin at 4:00 a.m. or thereafter, but before 12:00 noon shall be designated as first shifts. All eight (8) hour work periods regularly scheduled to begin at 12:00 noon or thereafter, but before 8:00 p.m., shall be designated as second shifts. All eight (8) hour work periods regularly scheduled to begin at 8:00 p.m. or thereafter, but before 4:00 a.m., shall be designated as third shifts. No shift premium shall be paid for the first shift. (Amended 8/16/2010)

2 nd Shift $1.75

3 rd Shift $1.95

7.2	When a shift premium is applicable to time worked at the overtime rate of pay, the overtime rate shall be applied to the applicable shift premium.

7.3	Shift premiums shall be payable only for hours actually worked, and shall not be paid for non-work time such as holidays, sick leave, vacations, etc.

7.4	Shift premium shall be paid for meal and travel time at the applicable overtime rate. (Added 5/1/83)

TITLE 8

LEAVES OF ABSENCE

8.1	"Leaves of Absence" and "Leaves" signify approved absence without pay. A leave shall commence on and include the first work day on which an employee is absent and shall terminate upon the agreed-to date of expiration of the leave of absence.

An individual's seniority shall not be affected, except for personal leaves of thirty (30) or more calendar days. The employee's status as a regular employee shall not be impaired by a leave of absence and the conditions of the leave shall be governed by the provisions herein applicable to the type of leave granted. Any demotion of an employee caused by a reinstatement of an employee who has been absent on an approved leave of absence shall be governed by the Demotion and Layoff Procedure. (Amended 1/1/95)

Military Leave

8.2

A leave of absence shall be granted to employees who enter the Armed Forces of the United States, provided, however, that any such leave of absence and the reinstatement of any such employee shall be subject to the terms of any Act of Congress which provides for re-employment. The seniority rights for employees who are members of the Armed Forces shall accrue while they are absent on military duty.

Union Leave

8.3

Company shall, at the written request of Union, grant a leave of absence without pay and benefits with the exception of 3. below to an employee who is appointed or elected to any office or position in the Union and whose services are required by the Union, provided adequate arrangements can be made to take care of the employee's duties, without undue interference with the normal routine of work. Such Union leave shall be subject to the following conditions: (Amended 8/16/2010)

The term shall be for a fixed period not to exceed three (3) years. The period shall be stated in the request for leave.

The employee shall be returned to employment in his same classification held at the time the leave was granted and at the same headquarters at which he was last employed, or at the nearest headquarters to that location in which a vacancy exists.

The seniority, as defined in Title 16.1, of an employee who is granted a leave of absence under the provisions of this Title shall accrue during the period of such leave. (Amended 8/16/2010)

Personal Leave

8.4	Leaves of absence for urgent, substantial personal reasons may be granted to regular employees provided that mutual agreement is reached thereon by Company and employee, and subject to the following conditions:

The leave will not exceed a period of six (6) months, or a six (6) month extension thereof, but in no case shall any leave or extension be granted which extends the total leave of absence beyond a period of one (1) year.

The purpose for which the leave is granted will not lead to the employee's resignation.

If an employee fails to return immediately on the expiration of the leave of absence, or if he makes application for unemployment benefits, or if he accepts other employment while on leave, he shall thereby forfeit the leave of absence and terminate his employment with the Company.

An employee returning from an authorized leave of six (6) months or less shall be reinstated to his former classification and headquarters location.

An employee returning from an authorized leave exceeding six (6) months shall be reinstated to his former classification and headquarters provided a vacancy exists in his former classification. If no such vacancy exists, the employee shall be reinstated in a lower classification thereto in the same Line of Progression. If such reinstatement in a lower classification is required under this section, the employee will be given preferential consideration over other employees in the filling of vacancies in higher classifications in the line of progression until such time as he is returned to his former classification or rate of pay. (Amended 5/1/82)

8.5	The Company will not consider the bid of an employee on a leave of absence. (Added 5/1/87)

Family and Medical Leave

8.6	Leaves for care of child, spouse, parent or serious illness of employee in accordance with the Federal Family and Medical Leave Act.

(a) Employees are eligible if they have attained regular status and have at least six (6) months of continuous service with the Company when the leave begins. Part-time employees are eligible if they have attained regular status and have worked 1040 hours.

(b) Eligible employees can take six (6) months unpaid leave of absence for a qualifying reason.

(c) Employees should give thirty (30) days advance written notice of intent to take leave. The employee should make a reasonable effort to schedule his/her leave so as not to interrupt Company operations. If an unforeseeable event occurs, employees should give notice as soon as practicable.

(d) An employee returning from an authorized leave under Section 8.6 will be reinstated to his/her former classification and headquarters location.

(e) Employees may be required to provide medical certification from a qualified health care provider.

(f) Leave may be denied if adequate notification or proper medical certification is not provided as required.

(Added 1/1/95)

TITLE 9

INCLEMENT WEATHER PRACTICE

9.1

Regular and probationary employees who are unable to work in the field because of inclement weather, "red" air quality days, as ordered by any air quality regulatory agency, or other similar causes, shall receive pay for the full day, provided they physically report for duty at their regularly assigned reporting place and are in condition to perform their work. However, they may be held pending emergency calls, and may be given first aid, safety or other instructions, or they may be required to perform miscellaneous work in the warehouses or other sheltered locations. Temporary employees under the same conditions shall receive pay for time they worked or are held on Company property, or ordered to stand-by. They shall not be paid in any event for less than four (4) hours.

When "red" air quality days occur, strenuous work activity shall cease within affected areas except when emergencies, and/or public safety or welfare are involved, and in those instances, the Company shall provide appropriate respirators for those employees required to work. (Added 1/1/95)

9.2	The employee in charge at the job site shall be responsible for determining whether weather conditions warrant cessation of outside work. In arriving at a decision with respect to weather conditions, the following shall be taken into account: (Amended 1/1/98)

1. Employee safety

2. Operating requirements

3. Undue hazards

4. Service to the public

5. Job site working conditions

Anticipated duration of time required to leave unfinished job in safe condition

7. Anticipated duration of inclement weather

8. Distance from job site to operating headquarters

Any other pertinent factors which in his opinion should be taken into account in reaching his decision relative to stopping or continuing work. (Amended 1/1/98)

TITLE 10

OVERTIME

10.1

(a) Overtime is defined as (1) time worked in excess of forty (40) hours in a work week, (2) time worked in excess of eight (8) hours on a scheduled work day, (3) time worked on a non-work day, (4) time worked on a holiday, and (5) time worked outside of regular work hours on a work day. Overtime shall be computed to the nearest quarter hour.

(b) Prearranged overtime shall be defined as overtime for which notice has been given prior to the employee's release at the end of the last regularly scheduled work period or an extension thereof, of no more than two (2) hours on that work day.

Company may extend prearranged overtime as necessary. (Amended 5/1/81)

(c) Callout overtime shall be defined as overtime for which prior notice has not been given the employee as per 10.1(b). (Added 5/1/81)

(d) Overtime work should be assigned in accordance with the following principles, which are intended to guide the actions of both Supervisors and employees:

The nature of the utility business requires the working of overtime and is reflected in the language of this Agreement.

The right to determine the importance and necessity of any work assignment rests within the rights of Management.

3. Refusal shall be supported by a valid reason.

A reasonable and sympathetic approach shall be taken by Supervision, with employees receiving as much advance notice as possible in order to allow them to alter their plans.

Extenuating circumstances and health of the employees shall be considered.

The time necessary to complete the work assignment and the availability and practicability of the use of other employees shall be considered.

Above all, the rule of reason shall be used by employees and Supervisors.

10.2

If an employee is called out by a responsible authority of the Company outside the employee's regularly scheduled hours and works less than two (2) hours, the employee shall receive not less than two (2) hours to be compensated at the applicable overtime rate, for each such call out, provided the employee has finished his first call out and has returned to his home. If the employee is sent on another job or jobs prior to returning home from the initial call without a break in work time it shall be considered a single call out. It shall be the policy of the Company to avoid a second assignment except those of such urgency as would ordinarily warrant a call out, but the determination of such urgency shall be determined solely by the Company Representative dispatching the call.

Such minimum call out pay provision shall not apply and the overtime payment shall be made only for actual work time outside regular hours where:

The call-out is less than two (2) hours prior to his regular starting time and the work extends into the regular work day.

The call-out is an extension of the regular work day or the employee has not left the plant premises when called. Any employee required to keep a radio-equipped Company vehicle at home when off duty shall, upon completion of a tour of duty, proceed directly to his home. Any call-out while in transit shall be considered an extension of the regular day without interruption in time. A call-out received after reaching home and signing off the radio shall be considered a separate call-out. (Amended 5/1/81)

10.3

(a) Overtime shall be divided as equally as is practicable over the course of the payroll year, among those employees qualified and available within a classification and headquarters. All overtime for individuals in each headquarters shall be posted every 30 days. Employees new to a classification or headquarters shall be averaged into that classification and headquarters’ year to date overtime list. (Amended 1/1/03)

(b) Deviation from the distribution of overtime as stated in Section 10.3 (a) must be established in writing and agreed to by both Company and Union. (Added 1/1/98)

(c) Deviation from the distribution of overtime as stated in Section 10.3 (a) will be allowed in select cases where employees within classification possess special skills (certifications, licenses, or training) unique to that job requirement. (Added 1/1/98)

(d) Employees temporarily assigned to a new headquarters (excluding Special Project Agreements) for a period greater than five (5) days shall be placed on the temporary headquarters’ overtime list with one (1) hour more than the employee with the greatest amount of overtime within his classification.

He shall work from his new headquarters' overtime list and be removed from the list at his permanent headquarters.

Once the employee returns to his permanent headquarters, he shall be placed on his permanent headquarters’ overtime list with all year-to-day overtime worked. (Added 1/1/03)

(e) First consideration will be given to the employee(s) within a headquarters and within the required job classification(s) for staffing a project within that headquarters. Second consideration will be given to employee(s) from other headquarters. If employees from other headquarters are used to staff a project and scheduled weekend overtime occurs, the employee(s) (or crew(s) of equal size) will be afforded the opportunity to work an equal amount of scheduled weekend overtime. (Added 3/1/2007)

10.4	Nothing contained herein shall be construed to require the payment of overtime compensation under more than one (1) of the foregoing definitions for a single period of operation.

10.5	(a) Overtime compensation at the rate of one and one-half (1 1/2) times the straight rate of pay shall be paid to employees for overtime as defined in Section 10.1 (a) (1), (2), (3), (4), and (5) and Section 10.1 (b). (Amended 5/1/81)

(b) The time worked in excess of sixteen (16) consecutive hours (which includes unpaid meal period) and continuing until the employee is dismissed from such work shall be paid at the rate of two (2) times the employee's straight rate of pay. (Amended 5/1/82)

(c) Prearranged overtime worked in excess of twelve (12) consecutive hours and continuing until the employee is dismissed from such work shall be paid at the rate of two (2) times the employee's straight rate of pay. (Added 5/1/81)

(d) If, following an employee's dismissal from work or on an employee's non-work day, the employee is called out for work, he shall be paid at two (2) times his straight rate of pay for all work performed outside his regular work hours or on a non-work day. (Added 5/1/81)

(e) (Deleted 5/1/91)

10.6	(a) Any regular or probationary employee who, as the result of a call out or a prearranged work assignment, has worked at overtime rates between his regular quitting time and his next regular starting time on regular work days, shall be entitled to a rest period under the following conditions:

If he has worked eight (8) hours or more at overtime rates, he shall be entitled to a rest period of nine and one-half (9-1/2) consecutive hours upon completion of such overtime work. (Amended 1/1/03)

If he has worked a minimum of two (2) hours at overtime rates and such work extends beyond nine and one-half (9 1/2) hours after his regular quitting time, he shall be entitled to a rest period of nine and one-half (9-1/2) consecutive hours upon completion of such overtime work. (Amended 1/1/03)

If he has worked a minimum of two (2) hours at overtime rates and such work commences later than nine and one-half (9 1/2) hours after his regular quitting time, he shall be entitled to a rest period of nine and one-half (9-1/2) consecutive hours upon completion of such overtime work. The above provisions shall not apply if such work commences later than four (4) hours before his next regular starting time. (Amended 1/1/03)

Rest periods, as provided above, shall commence upon completion of the employee's overtime work or the start of his regular work hours, whichever occurs first.

(b) The provisions of Section 10.6(a) shall apply to an employee who works at overtime rates on his regularly scheduled day off or on a holiday observed by the Company as follows:

The overtime must have been worked immediately preceding his regular starting time on the next regularly scheduled work day, and

During the corresponding time period normally observed by him as off-duty hours on consecutive work days.

(c) If the employee becomes eligible for a rest period in accordance with any of the conditions above, and the Company requires the employee to continue work into his regular work period, the employee shall be paid at two (2) times the standard rate of pay for all hours worked until he is given a rest period. If, however, the employee is not entitled to a rest period, the employee shall revert to the straight-time rate at the beginning of his regular work period irrespective of whether he continues to work at said overtime work or changes to regular duties.

(d) If the employee becomes eligible for a rest period and is called back to work during his nine and one-half (9-1/2) hour rest period, the employee shall be paid overtime compensation at the rate of pay equivalent to two (2) times the standard rate of pay for all work performed until he has been relieved from duty for at least nine and one-half (9-1/2) consecutive hours, and a new rest period will commence at the conclusion of such work. (Amended 1/1/03)

(e) Should a rest period provided for above extend into his regular work hours, the employee may be required to report for work at the end of said rest period for the remainder of that regular work period. The employee shall be paid at straight time for any portion of his regular work period which he is allowed to take as a rest period. He will in any event be paid at the straight-time rate for the said regular work period.

TITLE 11

HOLIDAYS

11.1	It shall be the policy of the Company to perform only necessary work on any of the holidays observed by the Company. The necessity for holiday work and the number and choice of employees required to work on the holiday shall be determined by the Company.

11.2	For regular, provisional and probationary employees, "holiday" as used herein is defined as a day on which each of the following holidays is observed by the Company: (Amended 5/18/99 by Letter of Agreement)

New Year's Day

Martin Luther King Day

Memorial Day

Independence Day

*Floating Holiday #1

*Floating Holiday #2

*Floating Holiday #3

Labor Day

Veterans’ Day

Thanksgiving Day

Day After Thanksgiving

Christmas Day

(Amended March 2007)

*An employee, during his first payroll year of employment, shall be entitled to Floating Holidays in accordance with the following table: (Amended 1/1/98)

Hired From To Inclusive Floating Holidays

Beginning of Payroll Year April 30 3

May 1 August 31 2

September 1 End of Payroll Year 1

Employees shall observe their floating holidays on a workday before the end of the payroll year at the convenience of the Company and the Company will not pay in lieu of unused floating holidays. In the event an employee is prevented from taking his floating holidays due to operational requirements, he shall be entitled to defer the floating holidays into the next ensuing payroll year. (Amended 1/1/98)

11.3	If a holiday is observed by Company on a regular or probationary employee's non-working day, the employee shall, during the ensuing twelve (12) months be given a work day off with straight-time pay at the convenience of the Company. The

employee may have the option of foregoing the work day off and accepting regular straight-time pay for the holiday if he so desires.

11.4	If a holiday is observed by Company on a regular or probationary employee's scheduled non-work day and the employee works on that day, he shall be paid at the applicable overtime rate for all work performed plus his holiday allowance.

11.5	If a holiday is observed by Company on a regularly scheduled work day of a regular or probationary employee and he performs no work that day, he shall be given a holiday allowance equal to his regular straight-time pay for the day.

11.6	If a holiday is observed by Company on a regularly scheduled work day of an employee and he works that day, the employee shall have the option to:

be paid the applicable overtime rate for all work performed plus his holiday allowance of eight (8) hours straight-time pay, or

be paid the applicable overtime rate for all work performed and carry over the holiday, to be observed at another time, subject to the provisions of Section 11.3 of the Agreement. (Amended 5/1/83)

11.7	(a) If a holiday falls on a Saturday, the Company shall observe the holiday on Friday. If a holiday falls on a Sunday, the Company shall observe the holiday on Monday.

(b) If a holiday falls on a Saturday or Sunday, employees regularly scheduled to work that day shall observe the actual holiday rather than the Company observed holiday.

11.8	If an employee takes off any of the days observed by the Company as holidays and is absent without bona fide reason on the work day either immediately preceding or following such day observed by the Company as holiday, he shall not receive holiday pay.

TITLE 12

VACATIONS

12.1	All active employees except temporary employees begin accumulating vacation time upon employment. Vacation time shall be computed from the employee's continuous service date and will be credited bi-weekly.

(a) An employee's continuous service date shall be his/her most recent date of hire which may be adjusted subject to the provisions of Title 8.

(b) When an employee's accrual rate changes as stated in 12.2 below, the new accrual rate will be effective at the beginning of the pay period in which the continuous service date falls. (Amended 5/1/87; Effective 1/1/88)

12.2	Full-time employees except temporary employees earn vacation time as follows and subject to the provisions of Title 20:

(a) First (1st) through Fifth (5th) year of continuous service:

From one (1) day through sixty (60) months from your continuous service date you begin accruing 3.076 hours biweekly for a total of ten (10) days' vacation per year.

(b) Sixth (6th) through Twelfth (12th) year:

At the completion of five (5) full years (60 months) from your continuous service date you begin accruing 4.615 hours biweekly for a total of fifteen (15) days' vacation per year.

At the completion of twelve (12) full years (144 months) from your continuous service date you begin accruing 6.153 hours biweekly for a total of twenty (20) days' vacation per year.

(d) Twentieth (20th) through Twenty-sixth (26th) year:

At the completion of nineteen (19) full years (228 months) from your continuous service date you begin accruing 7.692 hours biweekly for a total of twenty-five (25) days' vacation per year.

(e) Twenty-seven (27) or more years:

At the completion of twenty-six (26) full years (312 months) from your continuous service date you begin accruing 9.230 hours biweekly for a total of thirty (30) days' vacation per year.

(Amended 5/1/91; Effective 4/28/91)

12.3	Each employee who has completed five (5), ten (10), fifteen (15), twenty (20) years, etc., of continuous service with the Company will be credited with five (5) days vacation (40 hours) in the pay period in which the continuous service date falls. (Amended 5/1/87; Effective 1/1/88)

12.4	Part-time employees except temporary employees shall earn vacation time as stated in Section 12.2 and 12.3, but adjusted as follows and subject to the provisions of Title 20.

(a) Vacation time credits shall be prorated as outlined in Section 3.5. (Amended 5/1/87)

12.5	An employee must complete six (6) months of continuous service to be eligible to take vacation. After completion of six (6) months of continuous service, vacation may be taken as earned, subject to operational needs of the Company and by mutual agreement of Company and employee. (Amended 5/1/87)

12.6	Vacation time shall be paid at the straight-time rate of pay. (Amended 5/1/87)

12.7	All vacation shall be taken on consecutive days unless otherwise mutually agreed upon between Company and the employee.

(a) An employee may, upon his request, and with the consent of his Supervisor, take a vacation of less than five (5) consecutive work days, providing that:

Such request is submitted as far in advance as is possible.

Such request is no less than ¼ hour. (Amended 1/1/98)

12.8

Earned vacation which is not used by an employee may be allowed to accumulate. Such vacation may be carried over from one (1) payroll year to the next following payroll year provided that the carryover vacation does not exceed a maximum amount based on years of continuous service as stated below: (Amended 1/1/98)

Years of Continuous Service Maximum Carryover Vacation

1st through 5th year 20 days or 160 hours

6th through 12th year 30 days or 240 hours

13th through 19th year 40 days or 320 hours

20th through 26th year 50 days or 400 hours

27 years or more 60 days or 480 hours

(a) All vacation carried over from one (1) payroll year to the next following payroll year in excess of the maximum as stated in 12.8 above will be forfeited. (Amended 1/1/98)

12.9

When an employee is required to carry over a vacation from one (1) payroll year to the next payroll year due to an approved absence from work because of an extended illness or industrial injury, such vacation will be taken at the convenience of the Company and at such time as not to interfere with vacation schedules of other employees. Such vacation will not be subject to forfeiture as stated in 12.8(a). (Amended 1/1/98)

12.10

When an employee's approved scheduled vacation is canceled by the Company due to unforeseen emergency conditions, or an employee foregoes his/her vacation for the convenience of the Company, the employee shall be allowed to reschedule his vacation by mutual agreement between Company and the employee. If such vacation must be carried over to the next following payroll year, it shall not be subject to forfeiture as stated in 12.8(a). (Amended 1/1/98)

12.11

If a holiday is observed by the Company on a work day within an employee's vacation period, the holiday shall not be considered a vacation day. (Amended 5/1/87)

12.12

Company shall not require an employee to take his vacation in lieu of sick leave or leave of absence on account of illness. (Amended 5/1/87)

12.13

Regular, provisional and probationary employees whose employment with the Company has been terminated for any reason shall receive vacation pay for all accrued vacation time in lieu of any vacation allowance. (Amended 5/18/99 by Letter of Agreement)

12.14

Before April of each year, there will be a sign-up in each department so that the employees may designate their choice of vacation periods. The Company shall prepare the annual vacation schedule on the basis of such sign-up, effecting whenever possible the selections of the employees within each classification in the order of Company seniority.

(a) If, in accordance with 12.7, an employee has arranged to take his vacation in two (2) or more periods the use of seniority as a factor in securing preferential consideration over other employees shall be limited to one (1) of such periods.

(b) Service employees shall be allowed to include one (1) night shift in their first choice vacation period. (Amended 5/1/87)

(c) Shift employees are front-loaded scheduled holidays. When these holidays are scheduled in blocks of two (2) days or more and subject to Title 12.14, the Company will cover with overtime, when necessary. (Added March 2007)

12.15

Vacation lists shall be posted on or before April 15 of each year. Scheduled vacation shall be taken as posted unless otherwise agreed to by Company. Any request for changes in scheduled vacation shall be submitted by the employee in writing and subject to written approval by Company. Such request shall include the alternate date(s) proposed by the employee. (Amended 5/1/87)

TITLE 13

SAFETY

Working SAFELY prevents suffering, loss of wages to ourselves and families, and damage to property and injury to others.

An important part of everyone's acceptance of employment is to accept responsibility to do his work in accordance with the latest safety practices and to cooperate with other employees with whom he works to carry out safety rules and practices. Therefore, every employee of this Company is automatically pledged to study the safety rules and put them into effect for every applicable circumstance.

Every employee must be familiar with the special safety rules and regulations pertaining to his particular classification, in addition to the general overall safety rules.

13.1	Company shall make reasonable provisions for the safety of employees in the performance of their work. Union shall cooperate in promoting the realization of the responsibility of the individual employee with regard to the prevention of accidents.

13.2	The Company will draft reasonable safety rules for employees and it will be the responsibility of all employees to observe these rules. A copy of the rules will be furnished the Union.

13.3

The Company shall hold not less than eight (8) safety meetings each year at practical points throughout the system. When practicable, such meetings shall be scheduled to permit as many employees as possible to attend. Employees shall be required to attend safety meetings except for good cause. The programs of the safety meetings shall be arranged by the Company and in general will cover material appropriate to each group.

13.4	The Company will promptly notify the Union Business Representative of any accident resulting in death or serious injury to an employee. The Union Business Representative of Local 1245 shall be a member of the Company Incident Prevention Board. (Amended 8/16/2010)

13.5

The Company and Union recognize the importance of timely, well-documented investigative reports for any serious accident/incident determined to be worth investigating. To this end, the Company and Union agree that a Committee comprised of not more than twelve (12) members of the Bargaining Unit and twelve (12) members of Management will be selected by their respective parties to receive special training from the Safety Department in the appropriate methods of conducting accident investigations -- such training to be provided on Company time at Company expense.

Thus, when an accident/incident occurs, there will be a trained group of personnel from who to select the Joint Accident Investigating Committee members as described in the remainder of this section. Selection to serve as a member of the Joint Accident Investigating Committee shall be based on the knowledge and experience of the individual committee members so that, to the extent practicable, the Committee will be comprised of members experienced in the field of work in which the accident/incident occurred. In no case shall the members of the Joint Accident Investigating Committee be selected from the reporting place in which the accident/incident has occurred, unless mutually agreed between the Company and Union. (Amended 1/1/03)

At the request of either the Company or the Union, any accident/incident of a serious nature shall be investigated by a Joint Accident Investigating Committee. The Joint Accident Investigating Committee shall consist of not more than four (4) employees, two (2) of whom shall be appointed by the Company and two (2) by the Union.

If such investigation is requested by the Company, the Company will pay wages at the appropriate hourly wage rate, for approved hours so worked by the Union committee members. Normal out of pocket expenses required for the proper conduct of the investigation will also be paid by the Company.

If such investigation is requested by the Union, the Company will not be liable for any lost wages or expenses incurred resulting from the Union member’s participation in the investigation.

After investigating a serious accident/incident, the Joint Committee may, at its discretion, file a joint or separate report or reports with the Company covering its recommendations for prevention of the recurrence of accidents of similar nature. It is understood and agreed that the Company is not obligated or required to accept the committee's recommendations. If the Company accepts or rejects any or all such recommendations, Company will give written explanation to the Joint Accident Investigating Committee within 30 days. (Amended 1/1/03)

13.6

A Department Safety Committee shall be established consisting of three (3) non-Supervisory employees. A "chairman", "co-chairman" and "member" shall be selected by the members of the committee. Each year the chairman moves off the committee, the co-chairman moves to chairman, and the member becomes co-chairman, and a new member will be appointed. In establishing said committee, it is specifically recognized and acknowledged that the employer is obligated to provide to the employees a safe and healthy place of employment and that the operation and/or establishment of the aforementioned committee shall in no way relieve the employer of that obligation. The Department Safety Committee shall be established to function in the prevention of accidents by ascertaining unsafe working conditions and recommending measures to be taken for correction thereof. Such recommendations shall be in the form of written reports, copies of which will be sent to the appropriate Supervisors, Safety Manager and each member of the Safety Committee. Within ten (10) working days from receipt of such recommendations, a written reply from the Manager will be returned to the Chairman of the Committee with a copy to the Safety Manager. There shall be as many such Committees in each district as may be warranted by the extent of the territory of such district and the number of employees therein. District Supervisors and Department Heads shall make appointments to the Safety Committees for their respective districts and departments. Union shall have the right to suggest names for appointment to such committees. In April and October each Committee shall make inspections of Company's properties, vehicles, equipment, and activities in its designated territory. Members of such committees will have time off with pay for the purpose of making said inspections and shall be reimbursed by Company for expenses incurred therefore.

13.7

The Company Safety Manager or their representative will meet with the Department Safety Committee at such times and places as may mutually be agreed upon. At such meetings the Department Safety Committee may submit suggestions to Company concerning the revision and enforcement of safety rules. (Amended 1/1/98)

13.8	If the Company requires any employee to wear steel-toed safety shoes (as defined in ANSI Standard Z.41), the Company will provide the shoes. The employee is then required to wear in the performance of his duties, steel-toed safety shoes recognized as such by ANSI Standard Z.41. (Added 5/1/91)

TITLE 14

UNION ACTIVITY

14.1	The Union will use one-half (1/2) of the Company's regular bulletin boards and Company shall designate by lettering the portion of the Board reserved for Union use.

14.2	The Company shall not discriminate against an employee because of his or her membership in the Union or his or her legal activity on behalf of the Union, and the Union agrees not to discriminate against any employee because of his non-affiliation with the Union. (Amended March 2007)

14.3

The Union's use of bulletin boards shall be limited to the posting thereon of official notices of meetings and similar matters relating to official Union business, and Union shall not post thereon any matter relating to the solicitation of employees to join Union or the collection of dues, or any matter derogatory to Company.

14.4	At the request of the Union, the Company shall issue a temporary pass, renewable yearly, to any representative of the Union authorizing him to enter any Company property where any employee within the Bargaining Unit is employed.

14.5

All employees hired by Company in the State of California after May 1, 1990 shall after thirty (30) days of employment (1) become a member of the Union; or (2) in the alternative, an employee must tender a registration fee to the Union in such an amount as the Union may prescribe (but in no event to exceed the initiation fee required of Union members) and shall tender, monthly, an agency fee as established by the Union in an amount not to exceed the amount of the monthly dues and per capita fees required of BA members in his wage rate.

14.6

(a)

IPB Member : It has been agreed that the I.B.E.W. Business Representative will become a member of the Incident Prevention Board ( IPB). (Amended 8/16/2010)

(b)

E-Mail : E-Mail will be made available to the Union for Union communications.

(c)

New Employee Orientation : I.B.E.W. Business Representative will be allowed to participate in the New Employee Orientation.

(d)

Employee Electronic Access to Information : Company shall post on the Company Intranet and make available the CBA, Grievance Resolutions, Letters of Agreement and any other beneficial communications unless excluded by mutual agreement between the Company and Union, to be fully implemented by 12/31/05. (Added 1/1/03)

14.7

The Company and Union agree to hold Labor/Management Committee meetings to discuss matters which are covered by the Agreement and/or of importance to both parties. These meetings will be held on Company premises during work hours, at Company expense and shall be held in accordance with established Committee Charter. (Added 1/1/03)

14.8

Upon 72 hours request, employees may be granted time off to conduct Union business. The Company, in its sole discretion, reserves the right to deny such request. If such request is granted, the Union will reimburse the Company for the employee's salary plus fringe benefit costs while the employee is off. (Added 8/16/2010)

TITLE 15

SICK LEAVE

15.1

A regular employee shall, in addition to any accumulated unused sick leave with pay to which he may be entitled as of May 1, 1968, also be entitled to accumulate further unused sick leave with pay at the rate of one (1) day of sick leave for each month worked subsequent to May 1, 1969, and calculated biweekly. An unlimited number of working days of sick leave may be accumulated in this manner, subject to the provisions of Section 20.1. (Amended 5/1/86)

15.2

The Company may require satisfactory evidence of an employee's illness or disability before sick leave will be granted. If it is found that the employee is using sick leave for reasons other than a bona fide personal sickness or disability, said employee shall forfeit all sick leave accumulated up to that date. As soon as an employee determines that he will be unable to report for work, he must notify his Supervisor or arrange for his Supervisor to be so notified. Such notification must be provided prior to normal starting time. In the event an employee is unable to determine when he will be able to return to work, he must, on each day of his illness or disability, notify his Supervisor that he will be unable to report for work. When the employee does become aware of the date when he will be capable of returning to work, he must give as much advance notice of this fact as possible to the Supervisor. Lack of notification will result in denial of sick pay benefits.

15.3	If a holiday is observed by the Company on a work day within the sick leave period of an employee who is entitled to holidays off with pay, the holiday shall not be charged to the employee's sick leave (see 11.5).

Except as provided in Section 15.4, nothing in the foregoing Title shall be interpreted to entitle the employee to sick leave while on vacation, temporarily laid off by the Company, upon severance of employment, or while receiving industrial compensation.

15.4	If an employee is confined to a hospital during his vacation period, upon request he will be granted sick leave for the period of confinement.

15.5 (Deleted 5/1/83)

15.6 (Deleted 5/1/83)

15.7 (Deleted 5/1/83)

15.8	Sick leave time may be granted in ¼ hour increments.

(Added 1/1/98)

15.9	Sick Leave Payoff

Pursuant to the agreements reached during 1983 General Negotiations relative to the deletion of Sections 15.5, 15.6 and 15.7, Title 15, the following applies to payback of unused sick leave:

The eligibility requirements and future payoffs will be based on the following guidelines:

An employee whose years of continuous service plus age total sixty-five (65) or more shall upon retirement or death be paid for 40% of his unused sick leave.

An employee who terminates his employment with the Company shall be paid for 20% of his unused sick leave provided he has a minimum of ten (10) years' continuous service.

Any employee who is terminated by the Company for disciplinary reasons shall receive NO pay for unused sick leave.

In the event an employee dies leaving unused sick leave, payback under the provisions of item 1 or 2 above shall be paid to the beneficiary designated in the employee's Company sponsored Group Life Insurance Policy, or if no such beneficiary is designated then to his or her estate.

The hours accrued between date of hire and the date of ratification will be "frozen" and will be the only hours included in the payoff calculation.

Payoffs will be based on the provisions of Paragraph A, items 1 and 2 above.

The rate to be used for unused sick leave payback in Paragraph A, items 1 and 2, shall be the employee's final average pay as outlined in the terms of the Retirement Plan.

Employees who terminate prior to meeting the eligibility requirements of Paragraph A above will not receive any payback.

Employees transferring out of the Bargaining Unit will not be eligible for any payback.

If an employee uses any part of the "frozen" hours, the payoff calculation will be based on the hours remaining at the time of retirement or termination.

An employee may replace sick leave used from his "frozen" hours from future sick leave accumulation; however, under no circumstances will the employee be allowed to replace more than those sick leave hours originally "frozen". In other words, the hours "frozen" as of September 6, 1983, will never be increased.

15.10

Family Sick Leave Program

The parties, in an effort to meet the needs of employees while maintaining sick leave usage at an acceptable level, hereby agree to the following:

Employees may be granted up to thirty-two (32) hours sick leave per payroll year (assuming sufficient hours of accrued sick leave) for immediate family illness/emergency. The accrual rate remains unchanged. (Amended 1/1/98)

Family illness/emergency is any situation involving the employee's immediate (as defined in the Company's funeral leave policy) family requiring the employee's personal attention which cannot be attended to outside normal work hours.

Family sick leave time may be granted in ¼ hour increments. (Amended 1/1/98)

Proven abuse will be handled pursuant to the provisions of Section 15.2

Employees at any stage of progressive discipline for attendance related problems are not eligible.

It is recognized that this program does not provide an additional benefit to employees. Time is provided, as described above, at the sole discretion of the Supervisor.

The Company will communicate this program to Supervisors in a manner designed to foster consistency and understanding. (Amended 1/1/95)

Family sick leave usage will not be a consideration in employee performance appraisals. (Added 1/1/98)

TITLE 16

SENIORITY

16.1

There shall be two (2) types of seniority, namely, Occupational Group Seniority and Company Seniority. Company Seniority shall be defined as total length of continuous service with the Company as determined in accordance with 3.7. Company Seniority shall be used as the basis for determining such benefits as sick leave, retirement, vacations and protection against demotion and lay-off. Occupational Group Seniority shall be defined as the total length of service in one (1) of the occupational groups shown in Exhibit C attached hereto. Occupational Group Seniority shall be used in determining the preferred bidder within an occupational group and line of progression in the sequence outlined in 16.5. Attached hereto and made a part hereof is Exhibit C, an appendix outlining the "Occupational Groups" and "Lines of Progression" to be used for promotion and demotion. It is understood that the Occupational Groups have no relationship to "departments" as used in prior contracts between the parties nor shall Exhibit C be construed to limit in any way the right of the Company to choose any form of organizational arrangement it prefers.

16.2

Company shall make up and post on bulletin boards, a Company seniority list and an occupational seniority list every six (6) months. If no opposition shall be made in writing within thirty (30) days after posting, the respective seniorities shall be considered as correct as listed. A copy shall be furnished the Union.

16.3	(a) The seniority status of employees as of July 1, 1959, shall be that shown on the personnel records of the Company, and seniority shall accumulate in the occupational group where then employed.

(b) An employee who, after May 1, 1974, bids or is transferred from one occupational group to another or is transferred out of the Bargaining Unit shall, for a period of six (6) months following the date he is awarded his new job in the new occupational group, or out of the Bargaining Unit, be assumed to be continuing in the occupational group from which he transferred and shall have no seniority in the group to which he transferred. At the end of the six (6) month period specified, he shall be credited with six (6) months of seniority in the new group, and shall retain in the group from which he bid or was transferred, the seniority he had earned in that group as of the beginning of the six (6) month period specified.

(c) An employee who is transferred out of the Bargaining Unit on a temporary assignment shall be considered to be continuing in the occupational group and classification from which he has been transferred. Assignments of a temporary nature which are expected to continue beyond twelve (12) months shall first be discussed with the Union.

(d) Such employee may not use the previous group seniority for bidding on posted jobs in the previous group, but if he is re-transferred to the previous group he may use the seniority to re-establish himself in that group.

(e) All non-Bargaining Unit employees who are used on the job for training purposes shall be exempt from the provisions of this Agreement.

They shall be assigned to fully manned and supervised crews and for periods not to exceed ninety (90) calendar days.

16.4	When an employee is temporarily transferred from the occupational group in which he is regularly employed to another occupational group, his seniority will continue to accumulate in his regular occupational group while he is temporarily working elsewhere.

16.5

When new jobs are created as provided in 4.4, additional jobs and vacant jobs will be posted on the bulletin boards and the Company’s intranet website by the Company for a period of ten (10) calendar days. It shall be the duty of the Company to set forth in said bulletin the date of postings, the nature of the job, its duties, qualifications required and the rate of pay. The Company shall furnish the Union with a list of bidders on all jobs and it shall be the duty of the Company within ten (10) working days of the close of the bidding period to post on bulletin boards the name of the applicant, if any, awarded the job, and mail a copy of such notice to the Union. If no bids are received for the job classification during the bidding period, the Company may fill the job from any source whatsoever. After a period of six (6) months, if Company has not hired an applicant to fill the posted vacancy, Company shall re-post the job vacancy if such vacancy still exists. If a job is filled and the job again becomes vacant within forty-five (45) days from the date the job was last filled, it shall not be necessary to again post the job. If the job was awarded to a qualified bidder and becomes vacant within forty-five (45) days from the date the job was last filled it shall be awarded to the next highest bidder. If the next highest bidder has been

awarded another job, he shall have the option to accept either job. The vacant position shall be filled by the next highest bidder. (Amended 8/16/2010)

Attached hereto and made a part hereof and numbered Exhibit B are the "Job Descriptions and Qualifications" of those jobs coming within the scope of the bidding procedure. Bids to all job vacancies, except apprenticeships, will be given preferential consideration in the following manner. Subject to 16.7 and 16.10, the employee with the greatest occupational group seniority shall be awarded the job, except under (c) and (e) below, the Company seniority shall be used: (Amended 8/16/2010)

(a) Bids from employees within the same occupational group in the same classification or classifications higher than the existing vacancy.

(b) If there are no bidders under (a), all bids from employees in the next lower classification within that occupational group.

(c) Where no bids are received under (a) and (b), all bids from employees in another occupational group with the same classification.

(d) If there are no bids received under (a), (b) or (c), all bids from employees within the occupational group in which the vacancies exist.

(e) Should there be no bids from any employee under (a), (b), (c) or (d), all other bids from any employee in any occupational group, regardless of classification and subject to 16.7 and 16.10, the bidder with the greatest Company seniority shall be awarded the job. (Amended 5/1/87)

(Deleted 8/16/2010)

(Deleted 8/16/2010) (Deleted 8/16/2010)

(Deleted 8/16/2010)

16.6

(a) When the occupational group seniority is identical for two (2) or more employees whose bids are entitled to equal consideration under paragraph (a),(b), or (d) of Section 16.5, preferential consideration shall be given to the employee with the greatest Company seniority, subject to the provisions of Sections 16.7 and 16.10. (Amended 4/6/00 by Letter of Agreement)

(b) When there is a tie between bidders for the same job(s) and it is decided that to award the job(s), the tie must be broken. The person representing the Company and a representative of the Union will meet and make a list of the tied bidders in order of employee number. The Company representative will provide a deck of playing cards, which are indistinguishable when placed face down and which have all non-suited cards i.e. jokers and advertisements removed. The Union representative will then thoroughly shuffle the cards and spread them face down on a desk. The Company and Union representative will then alternately pick a card for each employee in the order of employee number. The employee(s) with the highest card(s) will be awarded the position. Cards will be ranked from the Ace being the highest to the deuce being the lowest, suits will be ranked: spades (highest), hearts, diamonds and clubs (lowest). (Amended 8/16/2010)

16.7

(a) Nothing in this Agreement shall be construed as limiting the right of the Company to determine the number of employees required in each classification nor shall it be construed as limiting the right of the Company to determine whether a vacancy shall be filled. Except as provided in Section 16.7(b), awards to jobs posted for bid shall be made in accordance with Section 16.5. However, whenever a vacancy occurs in any job classification, Company may, in its discretion, temporarily fill such vacancy. Any such temporary appointment shall, if practicable, be given to an employee who would be eligible to bid therefore under the seniority and job bidding provisions of this Agreement, subject to the provisions of Sections 16.7(b) and 16.10(a).

(b) In filling vacancies in jobs hereinafter collectively referred to in Subsection 16.7(c) as "Working Foreman jobs," Company shall consider the appointment of employees to any such vacancy as herein provided, and where the Company determines that the following qualifications are relatively equal, seniority shall govern:

1.	The quality of the employee's performance on his current job.

His background of education and experience in similar or related work.

The amount of special preparation for the new job, if any is necessary or pertinent, which the employee has completed at the time the bid is made.

His previous demonstrations of leadership and progress.

It is the intent of the parties that the Union shall not have the right to arbitrate the "judgment" of the Company, but that the Union shall have the right of appeal if it believes there was not a fair submission of facts upon which that judgment was made.

After selecting an applicant on the above basis, the Company shall notify the Union by letter. During a period of fifteen (15) calendar days following the receipt of such notification, the Union may investigate the facts used by the Company in making its selection. If, after such investigation, the Union feels that it would serve a useful purpose to further review the matter, the Union may request a meeting with an officer of the Company or his representative. The Union Representative at such meeting shall not have participated actively in the original investigation. The Union and Company representatives would review the facts used by the Company in making the selection. Company's initial decision will stand unless, after such review of the facts, Union and Company representatives agree that the decision was arbitrary. In any event, the Union and Company representatives shall, within thirty (30) days, dispose of the case and their decision shall be final and binding upon the Company, the Union, and the employees involved.

(c) The term "Working Foreman" as used in this Section 16.7 shall be construed to include any of the following: (Amended 5/1/86)

1. Crew Chief

2. Facilities Locator, Senior (LOA 05/30/03*)

3. Foreman, Working (All Classifications)

4. Inspector, Gas

5. Inspector, Electric

6. Inspector, Transmission (Traveling)

7. Investigator, Revenue Protection

8. Operator, Assistant Distribution System (LOA 06/16/03*)

9. Operator, Distribution System (LOA 06/16/03*)

10. Operator, Emergency Relief (All Classifications)

11. Operator, Grid Reliability (LOA 06/16/03*)

12. Operator, Transmission System (LOA 06/16/03*)

13. Representative, Accounts Payable, Senior (LOA 04/25/05*)

14. Representative, Customer Services, Senior

15. Specialist, Meter Data

16. Technician, Instruction/Standards

17. Trainer, Lines (LOA 11/17/08*)

18. Trainer, Substation (LOA 2/25/10*)

19. Utilityman, Maintenance, Senior

(Amended 8/16/2010) *LOA = Letter of Agreement

16.8

(a) An employee promoted to a higher classification shall be given a qualifying period of not more than six (6) months. Such period shall be for determining whether he can meet the job requirements. If the employee fails to demonstrate his ability to perform the job or lacks the ability to progress during the six-month trial period, he shall be returned to his former job classification and rate of pay.

(b) In the event it is necessary for the Company to demote a "Working Foreman," as defined in Subsection 16.7(c) for failure to discharge the duties of his position, the identical procedures of notice to Union, investigation and review procedure for appointment as outlined in Subsection 16.7(b), shall be used prior to completion of demotion.

16.9	All bids shall be submitted on-line. The Company will not consider any bid submitted later than 11:59 p.m. on the closing date. (Amended 8/16/2010)

16.10

(a) Notwithstanding anything contained herein, Company need not consider the bid of any employee who does not possess the knowledge, skill, efficiency, adaptability and physical ability required for the job on which the bid is made.

(b) Company need not consider the bid of any employee for a posted vacancy in another District or sub-District of the Company, if the employee has not worked for a minimum of six (6) months in his present classification within the District or sub-District in which he is currently employed. The provisions of Section 16.10 (b) are not to be construed as placing any time limitation upon the subsequent advancement of an employee within the line of progression in the District or sub-District to which he is qualified to bid.

(c) Company need not consider the bid of any employee for a posted job vacancy in another occupational group, if the employee has not worked for a minimum of six (6) months in his present classification within the occupational group in which he is currently employed. The provisions of Section 16.10 (c) are not to be construed as placing any time limitation upon the subsequent advancement of any employee within the line of progression in the occupational group to which he is qualified to bid.

(d) Company will not consider the bid of any employee in an Apprentice classification for a posted job vacancy in another Apprentice classification. (Amended 1/1/95)

(e) Company will not consider the bid of any employee for an apprenticeship who has not met the requirements of the Apprentice Pre-Qualification Pool Agreement. The requirements are described in the Supplementary Agreement titled, Administration of Apprenticeship Programs. (Added 5/1/83)

(f) Company need not consider the bid of a Lineman, who has completed an apprenticeship in any headquarters other than Reno, for any other Lineman vacancy outside his headquarters for a period of four (4) years following his attainment of Journeyman status. (Amended 8/16/2010)

Company need not consider the bid of a Journeyman Lineman hired from outside the Company for any other Lineman vacancy outside his district or sub-district until he has worked for a period of one (1) year in his present district. (This Section will not apply to incumbents [5/1/79])

(g) Company need not consider the bid of a Service Employee for a posted non-service job vacancy in their present district, if the employee has not worked for a minimum of one (1) year in his/her present classification within the occupational group in which he/she is currently employed. The provisions of Section 16.10(g) are not to be construed as placing any time limitation upon the subsequent advancement of any employee within the line of progression in the occupational group to which he is qualified to bid.

Note: All current incumbents that come under the Service Employee designation will not be affected by the above proposal. This section applies to the Electric Department Occupation Group only. (Added 5/1/91)

(h) The Company will not consider the bid of an employee for any position if the employee has an overall unsatisfactory appraisal in their current classification. (Added 1/1/95)

16.11 (Deleted 5/1/82)

16.12

The seniority rights of employees who are members of the Armed Forces shall accrue while they are absent on military duty.

16.13

Both the Company and Union recognize that there will arise situations with respect to partially incapacitated employees, employees displaced by new technologies or revisions of operational procedures, employees who are temperamentally unsuited to their jobs, employees returning from military service (other than annual field training) or employees who are displaced either directly or indirectly by other employees returning from military service with the Armed Forces of the United States (other than annual field training) who have been granted leaves of absence by the Company under Section 8.2 of the Agreement, and that in such cases the bidding procedure may be waived by mutual agreement in order to properly protect the seniority of employees who have given long and faithful service. The Company will discuss such cases with the Union as far in advance as possible with the object of avoiding any inequitable situations which might result. Both parties will endeavor to provide for retention of employees in the Company, in jobs suitable to their capabilities, first in the areas where they are employed at the time, or secondly in other areas of the Company's operations. If after full discussion of such cases and survey of all possibilities available to the solution of the problem, the Union and the Company are unable to agree on a satisfactory solution, the Company shall have the right to make changes or layoffs as it may deem necessary, consistent with the provisions of the Agreement. Should a partially incapacitated employee, an employee displaced by new technologies or revisions of operational procedures, or an employee who is temperamentally unsuited to his job, or employees returning from military service (other than annual field training) or employees who are displaced either directly

16.13

or indirectly by another employee returning from military service with the Armed Forces of the United States (other than annual field training) who have been granted leaves of absence by the Company under Section 8.2 of the Agreement, agree to be transferred to work falling outside of the Bargaining Unit, and should the employee not prove to be satisfactory in this assignment, Company and Union may mutually agree to waive the bidding procedure and return the employee to a Bargaining Unit job suitable to his capabilities, under the provisions of this Section.

Employees requesting a limited duty assignment must first obtain a release to do so from their physician. The Company will make every reasonable effort to identify and make available, limited duty work assignments to employees that cannot perform some or all of the essential functions of their classification due to illness or injury. When possible, such work will be made available in the employee's own headquarters. (Added 1/1/03)

16.14

After attainment of journeyman status through the Apprenticeship Program, the Company need not consider the journeyman’s bid back into another Apprentice Program for a period of one year. (Added 1/1/98)

TITLE 17

EXPENSES

This Title is amended and restated as of March 2007.

Overtime Meals (Titles 17.1 through 17.7)

17.1

(a) The Company will provide adequate meals or a meal allowance and allow employees to procure adequate meals when an employee has earned a meal according to Sections 17.1 through 17.6. Adequate meals are defined as those which are appropriate at the time and adequate in quantity and quality. Nourishment provided by the Company, but not considered adequate shall not be considered as a meal taken.

(b) The provisions of this Title shall be applied in a reasonable manner by the Company and the Union to conform to the intent of the parties, namely, that the Company will provide adequate meals when employees are prevented from observing their normal meal practices, and such other meals as provided for in this Title. Time necessary to consume the meals provided shall be considered as time worked. Union will cooperate with the Company to insure that the time necessary to consume meals will not be excessive. Company shall have right to consider excessive time taken to consume meals as time not worked.

Breakfast: The two (2) hour period immediately preceding the time corresponding to an employee's regular starting time on regular work days.

Lunch: From four (4) hours after the time corresponding to an employee's regular starting time on regular work days to five (5) hours after this starting time.

Dinner: From one and one half (1½) hours after the time corresponding to an employee's regular quitting time on regular work days to two and one half (2½) hours after this quitting time.

The meal practices observed on work days shall prevail on non-work days.

(d) In connection with all assignments, except those designated as Out-Of-Town assignments, employees shall be paid a meal allowance for each meal earned and not provided by the Company. The meal allowance will be paid through the payroll system on the employee’s next paycheck. The will be $27.95. All meal allowances include taxes and tip.

The value of such allowance shall be reviewed an updated annually. The basis for such adjustment shall be the change in the appropriate Consumer Price Index for the preceding calendar year.

(e) Meal cards may only be used when crews of 3 or more employees dine together. The amount of the meal allowance defined in 17.1(d) shall not be exceeded per employee. (Subject to Title 17.1(g))

(f) Any amounts exceeding the meal allowance will be billed to the employee whose card was used. When using a meal card, receipts must be attached to the timesheet of the employee using the meal card with the name(s) of each employee covered by the receipt. If the use of a meal card is not supported by a valid receipt, the entire amount will be billed to the employee who used the card. If such billings are not paid by the employee within thirty (30) calendar days after receipt of said billings, the Company shall have the right to deduct such amounts from the employee's paycheck.

(g) Upon prior approval of Management, meal allowance limits may be exceeded.

(h)Parties recognize that certain meals may take more or less than thirty (30) minutes to consume. Any excessive time may be subject to justification.

17.2	If the Company requires an employee to perform work for one and one-half (1½) hours beyond regular work hours, the employee will earn a meal at that time and every four (4) hours thereafter for as long as the employee continues to work.

17.3	(a) On callout overtime, outside of regular hours on work days, the employee will earn:

1)	Breakfast, if callout work begins prior to two (2) hours before the time corresponding to the employee's regular starting time on regular work days.

2)	Lunch, if callout work begins prior to two (2) hours before the time corresponding to the employee's regular starting time on regular work days and he has qualified for a lunch through time worked.

Neither breakfast nor lunch, if callout work begins two (2) hours or less before the time corresponding to the employee's regular starting time on regular work days, unless the employee has not been allowed sufficient time by his Supervisor, at the Supervisor's discretion, to eat his breakfast and prepare his lunch before reporting for work.

4)	Other meals at intervals of four (4) hours as long as the employee continues to work. Where any such work extends into regular work hours the normal meal practice as defined in Section 17.1(c) shall apply.

(b)

On callout overtime on non-work days, the employee will earn:

A meal at intervals of four (4) hours as long as the employee continues to work. A meal as soon as the work time encroaches upon a meal period as defined in Section 17.1(c), unless the employee has earned a meal in the preceding four (4) hours.

Normal meal practice shall prevail for work performed during those hours described in Section 17.1. (Amended 5/1/81)

17.4

(a) On prearranged overtime assignments, the employee will earn a meal if such work begins prior to two (2) hours before the time corresponding to the employee's regular starting time on work days and non-work days. If such work begins two (2) hours or less before the time corresponding to the employee's regular starting time on a work day or a non-work day the normal meal practice relating to work days shall prevail. If such work continues, the employee will earn meals in accordance with Section 17.2 for the duration of the assignment.

(b) If such prearranged overtime is wholly outside of regularly scheduled work hours on work days or anytime on non-work days, the employee shall provide one (1) meal on the job and shall be allowed thirty (30) minutes for consumption of such meal, approximately four (4) but not more than five (5) hours after beginning work, to be considered as time worked. If such work continues, Section 17.2 or 17.3 will be applicable. (Amended 6/18/04 by Letter of Agreement)

17.5	An employee will earn a meal whenever an employee’s normal meal practice, as defined in 17.1(c), is disrupted.

17.6

An employee who has earned a meal(s) based on Sections 17.1 through 17.5 but elects not to eat the meal(s) on Company time shall be compensated with thirty (30) minutes at the applicable overtime rate and one meal allowance for each meal missed. This thirty (30) minutes compensation requirement shall not apply to lunches earned on regular work days or on prearranged overtime assignments.

All thirty (30) minute periods shall be used in calculating eligibility for a rest period. Rest period, if earned, will commence after all compensation for time worked and meals missed has ended.

All thirty (30) minute periods shall be used in calculating consecutive hours when determining the rate of pay as it applies to Title 10.5 (b) and (c). (Amended 8/16/2010)

Out-Of-Town Expenses (Titles 17.7 through 17.12)

17.7	Nothing in the preceding Sections of this Title shall be construed as altering in any way the lunch time provisions set forth in Title 6.

17.8

(a) Regular employees who are assigned to temporary work at such distance from their headquarters that it is impractical for them to return thereto, shall be allowed actual personal expense for meals and lodging for the duration of such assignment, provided they lodge at places to be designated by Company. Under such circumstances, the Company designated lodging will be the reporting place.

(b) An employee may elect to provide his own regular meals on an out-of-town work assignment requiring overnight stay. In such cases, employees will be paid a daily meal-only subsistence for providing their own meals. (Amended 8/16/2010)

Any overtime meals which occur while on an out-of-town assignment shall be subject to the provisions of Sections 17.1 through 17.7.

(c) Upon the approval of the Company, an employee may elect to provide living accommodations and meals in lieu of those provided by the Company. In such cases, employees will be paid a meal and lodging subsistence allowance for each day of the work assignment. (Amended 8/16/2010)

On the last day of the whole aforementioned assignment, the subsistence allowance will be one half (½) of that provided above.

The dollar amounts for meal-only and meal and lodging subsistence allowances prescribed above in Sections 17.8(b) and 17.8(c) will be adjusted based on Section 274 of the Internal Revenue Code, Treasury Regulations and Administrative Interpretations. (Amended 8/16/2010)

Employees working a five (5) day week and electing to remain within the project area on their two (2) non-work days will not be entitled to the meal and lodging subsistence allowance for the non-work days. If assigned to work six (6) days during the week, the meal and lodging subsistence allowance will be granted for each of the seven (7) days in the week. In this situation, an employee may elect not to take the extra day(s) of meal and lodging subsistence in lieu of traveling home and back in a Company vehicle and on Company time. Specific to this title and the examples below, the week will be Sunday through Saturday. (Amended 8/16/2010 )

Example 1:

An employee assigned to work out of town Monday through Saturday would be eligible for subsistence for the previous Sunday. (Added 8/16/2010)

Example 2:

An employee assigned to work out of town Sunday through Friday would be eligible for subsistence for Saturday following. (Added 8/16/2010)

An employee shall not be entitled to the meal and lodging subsistence allowance for any day he is absent from duty for personal reasons.

In the event of the illness of an employee, meal and lodging subsistence allowance shall be granted only for the first regularly scheduled work day. If such illness exceeds one (1) regularly scheduled work day, employees shall be encouraged to seek proper medical attention at facilities properly equipped to render same.

Transportation and allowances shall be provided to employees by the Company in accordance with the terms of Sections 17.8(a) and 17.9 of the Agreement, except that time spent by employees traveling in their personal vehicles to the project at the beginning of the employee's assignment and from the project at the end of the employee's assignment shall not be considered as time worked.

A travel allowance equal to that provided for under Title 5, Section 5.1, for one (1) round trip, will be allowed each employee providing his own meals and lodging under the following conditions: (Amended 1/1/95)

1. Travel to the project at the beginning of the employee's assignment and from the project at the end of the employee's assignment.

2. Travel from one (1) temporary reporting place designated by Company to another such Company designated temporary reporting place within the project for the purpose of relocating an employee's personal living accommodations.

Employees will be required to report for work at the established starting time and at the temporary reporting place designated by Company. It is understood that the temporary reporting place designated by Company may change from time to time due to changes in Company's operational requirements. Such changes shall occur at Company's option.

Employees receiving the meal and lodging subsistence allowance in accordance with the foregoing provisions shall report for work on the first scheduled work day of the work week, at the established starting time, at the temporary reporting place designated by Company.

Employees providing their own meals and lodging shall accept full responsibility for the health, welfare and safety of any family members or personal property taken with them while on this job assignment. Employees shall hold the Company harmless of any and all liability involving family members, friends, personal property or equipment. (Amended 5/1/82)

(d)Employees who are assigned to temporary out-of-town, overnight work assignments, as outlined in Sections 17.8(a), 17.8(b) and 17.8(c), shall be paid an additional $2.00 per hour out-of-town premium, commencing on departure the first work day and ending on the start of the last work day after the last night's stay. Such premium shall be paid for the duration of the assignment, excluding days not worked, even though such assignment may be interrupted by weekends or authorized days off during which the employee returns to his headquarters. (Amended 1/1/95)

When out-of-town premium is applicable to time worked at the overtime rate of pay, the overtime rate shall be applied to the out-of-town work premium.

Out-of-town premium shall be applicable only for hours considered time worked and shall not be paid for non-work time such as sick leave, time off own accord, etc. (Added 5/1/83; Effective 5/1/84)

17.9

If on their non-work days any such employees remain at such designated places, their expenses for meals and lodging on such days shall be paid by Company, but if they go elsewhere for their personal convenience Company shall not reimburse them for any expense they incur thereby. If any such employees return to their headquarters on their non-work days, Company at its option shall (1) allow them the equivalent of any saving it realizes in their meals and lodging costs, or (2) reimburse them for the expenses of round-trip transportation by public carrier, or (3) provide round-trip transportation by Company vehicle, if such travel is at Company's request.

17.10

An employee who is required to change his residence from one (1) locality to another for the Company's convenience, shall be eligible for authorized relocation expenses (Company reserves the right to select approved expenses) consistent with the current Company policy/procedure if the employee's place of residence is at least 50 miles from his/her new headquarters. This benefit does not apply if the move results from an employee exercising his/her rights under Title 16, except when there is only one qualified bidder for a journeyman or above job, qualified moving expenses, not to exceed $2,000 with a limit on availability to said bidder once every five years, will be available. (Amended 1/1/98)

17.11

(Deleted 5/1/91)

17.12

Insofar as possible, the Company will give at least one (1) day's notice to an employee who is to be sent out of town for work in order that the employee may have time to prepare for the trip. The cost of Company provided meals for which the employee qualifies during each day of such assignments shall not exceed meal allowances specified in Section 17.8(b) for such meals.

Meal cards may only be used when employees are given an out-of-town assignment and do not have sufficient time to request and receive the up-front meal allowance. The amount of the meals charged to the card will be limited to the appropriate per diem amount for the location of the assignment.

17.13

On optional or voluntary training related travel out of Sierra’s service territory, the following shall apply.

·	Company to reimburse for actual expenses.

·	Out-of-town premium will not be in effect.

·	No overtime will be paid; however, Company Management to be sympathetic to travel connections and delays. (Added 1/1/98)

TITLE 18

APPRENTICESHIP

18.1

(a) A committee, known as the Joint Apprenticeship Training Committee, shall be established for the purpose of working out apprenticeship problems.

(b) The committee shall be composed of four (4) members appointed by the Company and four (4) members appointed by the Union. (Amended 1/1/95).

(d) The Project Administrator, Apprenticeships shall be the committee chairman and the secretary will be selected from the Union Representatives on the Committee.

(e) The chairman will be responsible for an agenda of, and presiding over scheduled meetings. The secretary shall record the minutes of each meeting and distribute them to all appropriate persons.

(f) Committee meetings shall be held once a month or as designated by the chairman. (Amended 5/1/82)

18.2

The JATC shall have the responsibility for selecting apprentices, developing new apprenticeship programs, amending existing apprenticeship programs, and investigating problems related to such areas as entrance requirements, standards of progress, methods of testing and scoring, apprenticeship working conditions, and procedures for removal or freezing when apprentices fail to meet established requirements. (Amended 8/16/2010)

18.3	The Company shall not be liable for lost time or expenses of the Union appointed members of the Apprenticeship Committee.

18.4

Any programs or plans which may be agreed upon by the Committee with reference to items listed in 18.2 shall be reduced to writing and upon approval and acceptance by the President of the Company and the Business Manager of the Union, such supplemental agreements shall constitute an amendment to this Agreement as of the date specified in such supplementary agreement.

18.5

The Company may post and fill Apprentice Lineman job vacancies within any District of the Company, subject to the provisions of Title 16. When an Apprentice Lineman has completed six (6) months at the top step of the Lineman Apprentice wage progression and has successfully met all requirements for advancement to Journeyman status, he shall automatically be reclassified to the classification and wage rate of a Lineman within the Headquarters in which his apprenticeship has been served, and the Company shall not be required to post a Journeyman vacancy. When an Apprentice Lineman has reached the thirty-six (36) month step of the Lineman Apprentice wage progression and has successfully met all requirements for advancement to Journeyman status, he may be, at Company's discretion, reclassified to the classification and wage of a Journeyman Lineman within the Headquarters in which his apprenticeship has been served, and the Company shall not be required to post a Journeyman vacancy. Apprentice Linemen shall be required to serve their entire apprenticeship training period in one (1) Headquarters of the Company unless otherwise agreed to by Company and Union. (Amended 5/1/91)

18.6

When an apprentice in any formalized Apprenticeship Training Program has completed six (6) months at the top step of his apprentice wage progression and has successfully met all requirements for advancement to Journeyman status, he shall automatically be reclassified to the classification and wage rate of a Journeyman within the Department in which his apprenticeship has been served, and the Company shall not be required to post a Journeyman vacancy. When an apprentice has reached the top step of his wage progression and has successfully met all requirements for advancement to Journeyman status, he may be, at Company's discretion, reclassified to the classification and wage rate of Journeyman within the Department in which his apprenticeship has been served, and the Company shall not be required to post a Journeyman vacancy. (Amended 5/1/81)

18.7	All apprenticeship job vacancies will be filled in accordance with the provisions outlined below: (Amended 8/16/2010)

When apprenticeships are posted, the top six (6) applicants (if available) from the apprenticeship pool (based on items 4 through 8 below) shall be selected. Upon selection of the six (6), points for seniority and Field Orientation (if offered) are applied. After which these candidates are interviewed by the JATC with the points from the interview added to the total and the candidate with the highest points shall be awarded the apprentice position. The JATC may set minimum, required point totals, for each State approved apprenticeship, that a candidate must achieve in order to receive a job award.

1)	Should multiple apprenticeships in the same classification be posted simultaneously a minimum of two (2) candidates per posted position (minimum six (6) candidates if available) shall be selected and evaluated as described above.

2)	All ties shall be awarded to the employee with the most Company seniority.

A quorum, defined as a minimum of six (6), of the eight (8) appointed members of the JATC, as described in 18.1(b) above, shall interview and select apprentices based on a one hundred (100) point system. The JATC shall oversee development of the standard criteria for each State approved apprenticeship program. The points system shall include:

1)	20% of score based on interview.

2)	20% of score based on seniority.

a)	Most senior selected applicant receives 20 points.

b)	Least senior selected applicant receives 10 points.

c)	Other 4 applicants scored at 2 point intervals.

3)	10% of score based on Field Orientation. (if offered)

a)	Each member of the training team present at the training shall score the candidates on a 0 to 10 scale. Scoring shall be based on standard criteria approved by the JATC for the Field Orientation associated with each State approved apprenticeship program.

4)	5% of score based on experience from prior employment.

5)	15% of score based on relevant education.

6)	10% of score based on experience within NV Energy.

7)	15% of score based on completion of a published, recommended training criteria set by the JATC.

8)	5% of score based on last performance appraisal. Score to be provided by People Resources based on criteria approved by the JATC.

The JATC may modify point system above as they deem necessary. (Subject to 18.4)

c)	The ten (10) day award period required by Title 16.5 shall not be applicable to apprenticeship bids. Rather, the Company shall post the name of the applicant awarded the bid within ten (10) business days of the award made per the procedure above.

(Added 8/16/2010)

TITLE 19

MISCELLANEOUS

19.1	No employee shall be required to be "on call." An employee placed on standby duty shall be considered working and shall receive pay as such. Provisions to this section do not apply to the Emergency Response Program (Attachment VIII). (Amended 1/1/98)

19.2	(Deleted 5/1/80)

19.3	The Company has the right to subcontract work. The Company agrees that is will not subcontract work normally performed by the bargaining unit where as a direct result of such subcontracting, bargaining unit employees will be laid off.

If due to lack of work, the Company chooses to reduce staffing levels and it has contract employees performing the same type of work normally performed by bargaining unit employees, the Company will lay off the contract employees prior to bargaining unit employees; provided the bargaining unit employees are qualified to perform the work and willing to accept reassignment. This paragraph and restriction will not apply to subcontracts or contracts covering a defined scope of work or to contracts which are bid and accepted on a basis other than a per hour per employee cost.

Upon request of the Union, the Company will review on a quarterly basis, in the labor management committee, the status of the outside contracts. (Amended March 2007)

19.4

This Agreement sets forth all benefits which the Company has agreed to provide. However, the Company shall not, by reason of the execution of this Agreement, abrogate or reduce the scope of any present plan or rule providing a benefit to current employees if: 1) such benefit is set forth in a signed, written Agreement between the parties or meets all the legal elements of a binding past practice; and 2) is not inconsistent with this Agreement. All benefits are only agreed to be furnished during the term of this Agreement. No provision of this agreement will apply to any employee who retired prior to the commencement date of this agreement. (Amended 8/16/2010)

19.5	Job descriptions are not intended to be so restrictive as to prohibit performance of work not specifically mentioned in the job descriptions themselves. Such work assignments shall be in accordance with Section 4.3 of the Agreement.

Employees will perform any and all tasks for which they are properly trained and can competently and safely perform. The employee has discretion in determining his ability to perform the work safely. (Added 1/1/03)

When the Company proposes that employee(s) perform tasks in another job description, the Company will provide task specific and related safety training. The Company will ask for volunteers for such training and periodic retraining. An employee’s decision not to volunteer will not affect his performance evaluation or his opportunity to advance. The Company and Union will reach mutual agreement prior to implementation of such tasks or training. This training is not intended to replace a journeyman or qualified employee, nor shall it impact overtime. (Added 1/1/03).

19.6	Nothing herein contained shall be construed as to limit the right of the Company to determine the character, extent and methods of its operations, the amount of production, the number of employees required in total and in the specific classifications of work.

19.7

The Company will furnish for use by employees all special tools it deems necessary that may be required by any classification in the performance of the job therein. The Company will replace all personal hand tools, as normally purchased by the Company, which are worn out in the service of the Company and are turned in to the Company for replacement.

19.8	If any part or portion of this contract should be invalid or be superseded by either state or Federal law, the remaining portions of the contract shall, nevertheless, remain in full force and effect.

19.9 (Deleted 1/1/98)

19.10

Severance benefits shall be provided pursuant to the Sierra Pacific Power Company Bargaining Unit Employees Severance Pay Plan, which became effective January 1, 1995, for employees laid off through the application of Title 23. (Added 1/1/95)

BARGAINING UNIT EMPLOYEES SEVERANCE PAY PLAN

Severance Provision (if laid off for lack of work):

# of Weeks for Each

Full Year of

Continuous Service Minimum # of Weeks Maximum # of Weeks

(Max. 17 Years) + of Severance = of Severance

One (1) One (1) Eighteen (18)

For the duration of the severance benefit period, employees will receive medical/dental/vision benefits based on whatever plan they were enrolled in at the time of layoff provided that they make any required premium contributions. (Amended 1/1/98)

19.11 Enhanced Severance & Retirement Bridge Program

Employees are eligible for the “enhanced severance & retirement bridge program” options as defined below if they are determined to be no longer required due to displacement as a result of a sale, divestiture, merger, or any other significant business event (e.g., the closing of an office or the termination of an operation). Affected employee is defined as an employee in a specific classification and location. (Amended 8/16/2010)

(See 19.11(g), Enhanced Severance & Retirement Bridge Program Flow Chart.)

NOTIFICATION OF INDIVIDUALS: Company will notify Union and employees affected by an event as soon as possible.

PLACEMENT: Company and Union will work to place affected employees in available positions for which they are qualified:

Volunteers will be requested and selected by company seniority. If there are no volunteers, reverse seniority will be used to select employees for enhanced severance and retirement bridge program.

Employee offered comparable position [defined as the same headquarters location (i.e., located within a 35-mile radius of the previous location) and same wage (i.e., comparable or higher wage if qualified)], it will be offered to the affected employee(s). The employee will have five (5) working days to notify the Company of their decision. If the employee accepts the position, it will be awarded to them at the appropriate wage rate. If the employee refuses the position, he/she will be terminated with no severance. (Amended March 2007)

Employee offered non-comparable position (defined as a new headquarters located more than a 35-mile radius from the previous headquarters and/or wage reduction): (Amended March 2007)

the employee will have five (5) days to notify the company of his/her decision to accept the offer at the appropriate wage rate.

if employee accepts and is awarded the position, he/she will be eligible for retraining, if required, and up to $2000 relocation expense.

Employees covered under the Retirement Plan Traditional Formula are eligible for either the Enhanced Severance or the Retirement Bridge Program options.

Employees covered under the Retirement Plan Cash Balance Formula are eligible for the Enhanced Severance and the years of service points provisions for the Post Retirement Medical described in the Retirement Bridge Program only (i.e., no pension enhancements). (Added 8/16/2010)

if employee declines, he/she will be eligible for:

1. Enhanced Severance defined as:

·	two (2) weeks of pay for each year of service, with a maximum of 52 weeks

·	a lump sum payment of $4,500 for training or outplacement services

·	six (6) months of company-paid COBRA (Amended 8/16/2010)

2. Retirement Bridge Program options:

An affected employee who has achieved 80 (eighty) points in combination of age and credited service at the time they are affected will not have to reach the minimum age 55 requirement for retirement or post retirement medical. The employee’s retirement benefit will be reduced by 4% per year for each year under age 62.

_ For example, an employee who is age 49 with 31 years of service (for a total of 80 points) at the time they are affected would be eligible to “retire” and receive post retirement medical regardless of their minimum age and would receive the benefit of the 4% reduction for each year under age 62 rather than the previous 6% reduction for each year under age 65.

An affected employee may add the following schedule of points to either their age or service or a combination thereof to affect their retirement eligibility. The employee must achieve a minimum age of 55 (including points) with at least 10 years of service to be eligible to retire and receive post retirement medical.

Years of Service Points

0-9 0

10-14 3

15-19 4

20+ 5

·	For example, an employee who is age 52 with 28 years of service at the time they are affected can add 3 points to their age and effectively become age 55 and 2 points to service, which gives them 85 points, which qualifies them for full retirement at the time they retire.

Retirement-bridge points can be applied to an employee’s age and/or years of credit service (or a combination thereof) to achieve eligibility for retirement and post-retirement medical and/or to improve an employee’s pension benefit:

For example, an employee who is age 58 with 19 years of service at the time they are affected can add 4 points to his age to achieve age 62, which qualified him for an unreduced pension benefit, OR 4 points to his service to achieve 23 years of credited service, whichever combination provides the most advantage to the employee. (Added 4/11/00 by Letter of Agreement)

Employees can select only one option - either Severance OR Retirement Bridge. (Amended 8/16/2010)

If employee declines Enhanced Severance and Retirement Bridge Program options, they will be eligible for consideration under Title 23, Demotion and Layoff Procedure (bumping). (Amended 8/16/2010)

Title 19.10 severance calculation will apply with one (1) week per year with a minimum of one (1) week of severance, i.e., a one year employee would receive two (2) weeks of severance pay. Rehire rights will be limited to one year. The IBEW 1245 will be responsible for monitoring the program. The Company will provide the list of affected employees and listings of job openings as they occur. (Amended 8/16/2010)

When an employee exercises Title 23, Demotion and Layoff Procedure (bumping), the affected employee (bumped employee) will start at the “placement” step of the enhanced severance and retirement bridge program options. (Amended 8/16/2010)

Section 19.11(g), Enhanced Severance & Retirement Bridge Program Flow Chart

(this chart should only be used as a guide when reviewing Section 19.11)

19.12

In the event Company seeks protection from bankruptcy, it shall as soon as practical thereafter file with the bankruptcy court a motion to assume this agreement, and it shall take every reasonable step in support of the motion. (Added 1/1/03)

TITLE 20

SUPPLEMENTAL BENEFITS FOR

INDUSTRIAL INJURY

20.1

When an employee is absent by reason of injury which comes within the application of the Nevada Industrial Insurance Act, the Nevada Occupational Diseases Act, or the Workman's Compensation and Insurance Chapters of the State of California Labor Code, he shall be entitled to supplementary benefits for the duration of such temporary disability. Benefits shall begin with the first work day of absence following the day of injury. The amount of Supplemental benefit payable for each day of absence shall be 85% of the employee's basic daily wage less the sum of any payments to which he may be entitled under the aforementioned acts or any other acts applying to the case. The Company will investigate any employee off work on industrial injury. If there is reason to believe that the intent and/or benefits of this section are being abused, the supplemental benefit will be terminated. After six (6) months off on industrial injury the employee will no longer accrue vacation or sick leave until such time as he reports back to work. Reference is hereby made to Section 16.13, relative to employees permanently injured in the Company's services.

TITLE 21

GRIEVANCE PROCEDURE

This Title is amended and restated as of 8/16/2010

21.1

Prior to the filing of a formal grievance, the employee and /or the Union Shop Steward should attempt to resolve workplace disputes by meeting informally with the involved supervisor. If the workplace dispute cannot be resolved informally, the employee and/or the Union Shop Steward shall use the following procedures to resolve the matter.

21.2

Any grievance which may arise between Union or any employee in a Bargaining Unit classification and Company with respect to the interpretation or application of any of the terms of this Agreement and with respect to such matters as the alleged discriminatory or arbitrary discharge, discipline or demotion of an individual employee shall be processed through the procedure set forth in the following paragraphs of this Title. The Union Steward shall present a grievance form citing the alleged discriminatory or arbitrary discharge, discipline or demotion of an individual employee or the article or articles allegedly violated by the Company. The grievance form shall be submitted to the appropriate supervisor.

1. An Investigating Committee shall be established and shall consist of at least two (2) members, one (1) appointed by Union and one (1) by Company. The Investigating Committee shall serve at the discretion of the Grievance Committee. Time allotted for completion of an investigation and resources allowed shall be dictated by the Grievance Committee.

a) The Investigating Committee shall make a complete investigation of all the facts pertinent to the grievance and shall strive to reach agreement on disposition of the grievance. Their agreement shall be recorded and shall be final and binding on Company, Union and the aggrieved employee. If the Investigating Committee is unable to reach agreement, it shall refer the grievance back to the Grievance Committee with a complete copy of the investigation including a list of facts agreed to and a written statement of each party’s position.

21.3

Time limits contained in this grievance procedure are mandatory. The parties may, by mutual written agreement, extend time limits. The Company and Union may also, by mutual written agreement, waive any step in the procedure. Doing so does not change the procedures to be followed in later grievances.

Grievances shall be introduced at the initial step of the grievance procedure not later than thirty (30) calendar days after the date of the incident or action complained of which is the basis of the grievance, or in a situation beyond the control of the employee, thirty (30) calendar days after the date the employee or the Union knew or should have known of said incident or action.

1)	A grievance involving the alleged discriminatory or arbitrary discharge of an employee shall be introduced at Step 2 of the grievance procedure not later than ten (10) calendar days after an employee discharge becomes effective.

The Union’s failure to adhere to the timelines set forth in 21.4 and 21.5 will result in a procedural forfeit of the grievance unless within 5 working days of the grievance timeline the Union Business Manager (or designee) sends a written notice to

the Vice President of People Resources (or designee) referring the grievance to the next step of the grievance procedure no further than Step 3. If the company does not adhere to the timelines set forth in 21.4 and 21.5, then the Union may advance the grievance to the next step of the grievance procedure.

21.4	STEP ONE (UNION STEWARD-SUPERVISOR):

The Union Shop Steward shall schedule an appointment with the supervisor to discuss the alleged grievance. The Union Steward shall present a written grievance form citing the alleged discriminatory or arbitrary discharge, discipline or demotion of an individual employee or the article or articles allegedly violated by the Company. The grievance form shall be submitted to the appropriate supervisor. Discussions between Union Shop Steward and the Supervisor may be on Company time but shall be at such time and place as not to interfere with the work in progress. The Supervisor shall have ten (10) calendar days from the meeting to give his/her written response.

If the issue is not resolved at Step One, the grievance may be referred, in writing, by the Union to the next level of the grievance process within ten (10) working days of the Step One response.

21.5	STEP TWO (Grievance Committee):

A standing monthly meeting shall be set and attended by a People Resources Representative and a Union Business Representative. All grievances, which were not resolved at Step I, shall be forwarded to this meeting. The Union Steward and the Manager (or designee), to whom the Step I Supervisor reports, shall present their positions relative to the specific grievance(s). The People Resources Representative and Union Business Representative shall consider grievances presented and shall conscientiously endeavor to reach settlement. If a settlement cannot be reached, either party may refer the grievance to an Investigating Committee and/or Step III within ten (10) working days of the meeting. Minutes shall be kept of these proceedings and disposition.

21.6	STEP THREE (Grievance Review Committee):

The Vice President of People Resources (or designee) shall within ten (10) calendar days of request for a Union/Company meeting schedule a meeting with the Union Business Manager (or designee). This group shall endeavor to make a decision based on the record referred to it. It may at its discretion conduct a hearing on any grievance that is submitted to it. If the members agree on a disposition of a grievance a statement to that effect shall be signed by the members. This joint decision shall be final and binding on all parties.

If a satisfactory settlement cannot be reached under the foregoing procedure the Union Business Manager (or designee) may refer the case to Step Four by notifying the Vice President of People Resources (or designee) in writing within (45) calendar days of the conclusion of the meeting.

21.7	STEP FOUR (Arbitration)

Within ten (10) calendar days after receipt of the notice of intent to arbitrate, the Company will request the Federal Mediation and Conciliation Service to furnish a list of five (5) arbitrators from Region 2, Northern Nevada sub region of the United States. Selection shall be accomplished by the Union and the Company striking one (1) name from the list in turn until only one (1) name remains. As an alternative to the foregoing procedure, an Arbitration Board list and the procedure for arbitrator selection may be formed upon the mutual agreement of both parties. The arbitrator shall be limited to resolving grievable matters as defined in this Article as raised in the formal grievance originally filed by the employee. The arbitrator shall examine the case to the extent and manner justified. The conclusions of the arbitrator will be final and binding. However, the arbitrator shall have no power to alter, change, detract from, or add to the provisions governing the labor relations of the Company and its employees, including, but not limited to, the NLR Act, NRS, and this Agreement.

The fees and expenses for arbitration including the court reporter shall be shared equally by the Union and the Company. Both parties shall be responsible for the cost of preparing and presenting their positions at arbitration and the wages and expenses necessary for witnesses.

The parties mutually agree that they may resolve a dispute at any step in the process; however, resolution at Step 2 or below is without prejudice to the position of either party, unless mutually agreed to otherwise.

GRIEVANCE SETTLEMENT

The Company will make every reasonable effort to effectuate remedies provided for in a grievance settlement within thirty (30) calendar days of such settlement after receipt of all necessary information and/or documentation. The Company shall pay the grievant within thirty (30) calendar days after receipt of all necessary information and/or documentation, any monetary compensation provided for in the grievance settlement. If the Company fails to effectuate the grievance remedy within thirty (30) calendar days, the Union may file a grievance concerning that failure.

TITLE 22

EMPLOYEE BENEFIT PROGRAMS

The Company maintains the right to make administrative changes to any benefit plan that will not materially adversely affect the employee’s benefit or cost of such benefit, but may reduce the Company’s obligation. These changes will be reviewed and discussed with the Joint Benefits Committee. (Amended 8/16/2010)

Except in the event of the election of a different funding medium by Company, if any Benefit Plan is terminated the Union or Company shall have the right to open negotiations for the purpose of negotiating a replacement plan or program but for no other purpose. (Amended 8/16/2010)

22.1 Retirement Plan(This Title is amended and restated as of 8/16/2010.)

A.	Traditional Plan Components

The "NV Energy Retirement Plan", hereinafter referred to as "Retirement Plan", which became effective July 1, 1958, and last amended December 31, 2008, is the Plan Document filed with the Department of Labor. For more detailed information regarding the “Retirement Plan” refer to the formal Plan Document or Summary Plan Description.

While this Contract is in effect, the Company will not change or discontinue the Retirement Plan unless terminated through the election of a different funding medium by NV Energy, or by operation of law, in which event the rights theretofore accruing to participants under said Retirement Plan shall not be adversely affected.

APPLICABILITY OF TRADITIONAL RETIREMENT PLAN COMPONENT: Beginning December 31, 2010, the traditional retirement plan component shall apply only to active participants who, as of December 31, 2010 , have at least 75 “points” (age plus vesting service) and who elect (during a one-time election period established by the Company) to remain in the traditional retirement plan component. For employees, if any, who satisfy such requirements, Retirement Plan benefits will be provided in accordance with the terms of the traditional retirement plan component as set forth in the Retirement Plan document.

The Traditional Plan contains the following provisions:

Unreduced retirement benefit available at age 62 with at least 10 years of Service; at age 65 with one year of Service; or upon achieving age 55 and a total of 85 points when age and Service are added together. All service will be counted toward the 85 points, including those years for which an employee did not make contributions. (Amended 4/11/00 by Letter of Agreement)

2.	Reduced early retirement benefit available upon attaining a minimum age of 55 with at least 10 years of Credited Service. Early Retirement benefits are reduced by 4% for each year under age 62.

3.	Service recognizes the first year of Service.

Credited Service recognizes all Service prior to age 21, except for those years during which the participant did not make the necessary contributions to the Retirement Plan when the Plan was contributory. The first year of service, however, shall be considered as “credited”, whether the employee was contributory or not as the employees were not eligible to contribute. (Amended 4/11/00 by Letter of Agreement)

5.	Covered Compensation includes: 1) Base Pay; 2) Incentive Compensation; 3) Out of Town Premium; 4) Upgrade; and 5) Shift Pay.

6.	Effective January 1, 2005, sick leave accrued at retirement (excluding frozen sick leave hours) will be added to years of Credited Service for vested participants. Frozen sick leave under Title 15.9 remains unchanged. (Amended 1/1/03)

B. Cash Balance Plan

Effective December 31, 2010, a cash balance plan component will be implemented under the Retirement Plan. The accrued benefits of all current participants (other than participants who satisfy the “75 Point” requirement described below and who elect to continue in the traditional retirement plan component) will be converted to an account under the cash balance plan component to be maintained for the participant. All eligible employees who are hired or rehired, or who transfer to a union position, on or after commencement date will be covered under (and, if applicable, converted to) the cash balance plan component.

The conversion from the traditional retirement plan component to the cash balance plan component will be calculated by the actuary for the Retirement Plan based on legal requirements and reasonable actuarial factors. In connection with the conversion, actuarial adjustments based on the “Rule of 85” under the traditional retirement plan component will be applied to the traditional retirement plan component accrued benefit as of December 31, 2010 , only for participants who satisfy the “Rule of 85” age plus benefit accrual service requirements. Thus, for participants who have not satisfied the “Rule of 85” requirements at the time of the cash balance conversion, the actuarial increase, if any, resulting from the

application of the “Rule of 85” will be effective at the time of retirement, assuming the “Rule of 85” requirements are met at the time. Additionally, although the interest factor used in the conversion calculations will not include any “wear away” assumptions, benefits will be subject to “wearing away” in the future, based on a number of factors, including interest rates and time of retirement.

Benefits under the cash balance plan component will be funded entirely by the Company. A participant’s cash balance account will be credited with contribution credits and interest credits. Beginning December 31, 2010 , contribution credits will be made monthly (the first contribution credit to be made in February 2011 ). For active participants as of August 16, 2010 , the contribution credit rate will be equal to a specified percentage of the participant’s eligible earnings as follows.

Total Age + Service Percentage of Eligible

at December 31, 2010 Earnings

Under 55 4%

55-59 5%

60-64 6%

65-69 7%

70 or above 8%

The contribution credit rate for new hires, rehires and transfers, on or after August 16, 2010 , will be 4%.

Interest credits will be subject to legal requirements set forth in the Internal Revenue Code.

Eligible Earnings in the Cash Balance Plan shall be defined as:

·	Base Pay (including Rest Period)

·	Incentive Pay

·	Out of Town Pay

·	Upgrade Pay

·	Shift Premium

·	Overtime Pay

Active participants who, as of December 31, 2010 , have at least 75 “points” (age + vesting service) will have a one-time opportunity (during an election period established by the Company) to elect to remain in the traditional retirement plan component of the Retirement Plan.

All active participants who transition to the cash balance plan and who are employed as of August 16, 2010 and continue to be employed on December 31, 2010 will receive a one-time contribution in the amount of $4,000 to be credited to their cash balance account. This one-time contribution will be made as soon as reasonably practical after December 31, 2010.

C.	General Provisions Applicable To Cash Balance Plan Component And Traditional Retirement Plan

Retirement Plan provisions relating to eligibility, vesting, and benefit distributions are set forth in, and governed by, the terms of the Retirement Plan document. During the term of this Agreement, such provisions shall not be modified in a manner that results in a material diminution in the value of Retirement Plan benefits for employees covered by this Agreement. The Company may amend the Retirement Plan in any manner necessary to maintain its tax qualified status.

22.2 Post Retirement Medical (Amended 8/16/2010)

Current employees hired prior to commencement date of this labor agreement who “retire” after commencement date under the qualified Retirement Plan (minimum age 55 with at least 10 years of service), are eligible for Post Retirement Medical benefits. Employees hired after 8/16/2010 who “retire” under the qualified Cash Balance Plan (who are a minimum age 55 with at least 20 years of service), are eligible for Post Retirement Medical benefits up until age 65.

2.	Eligible pre age 65 employees who retire after the commencement date of this contract are eligible for same plans as active L1245 employees until reaching the age of 65.

3.	Upon reaching age 65, eligible employees who retire after the commencement date of this contract are eligible for retiree plans substantially comparable in design to the current Medicare and Medicare Value plans.

Employees who did not transition into the defined dollar retiree medical plan and who are under age 65 and retire on or after July 1, 1998, will pay 20% of the applicable Medical Plan premium (including Dental and Vision); plus an additional 4% of the applicable Medical Plan premium (including Dental and Vision) for each year less than 20 full years of Credited Service. (Amended March 2007)

Employees who did not transition into the defined dollar retiree medical plan and who are age 65 or over and retire on or after July 1, 1998, will pay 15% of the applicable Medical Plan premium (including Dental and Vision); plus an additional 4% of the applicable Medical Plan premium (including Dental and Vision) for each year less than 20 full years of Credited Service.

All employees who are age 65 and over who retire after the commencement date of this agreement are required to enroll in and pay the cost of Medicare Part “B”. Employees who retire after the commencement date of this agreement may choose to waive their medical coverage at the time of retirement or any time thereafter. However, they may not re-join the plan after they waive medical coverage.

A.)	Explanation of defined dollar post retirement medical plan $260/$130 to 35 Years of Service:

o	This benefit is applicable to employees hired on or after January 1, 1998 and those employees who transitioned into the defined dollar post-retirement medical.

o	Employees must be 55 years of age and have 10 years of service to qualify for Post Retirement Medical.

o	This benefit is capped at 35 Years of service.

o	The post-retirement calculation for the employer contribution is as follows:

For employees who retire from the Company prior to reaching age sixty-five (65), the Company will contribute $260 per year of service. If an employee retires prior to reaching age sixty-two (62) and has not obtained 85 points as outlined in the Retirement Plan, the $260 is reduced by 5% for each year under age sixty-two (62). Upon reaching age sixty-five (65), the $260 is reduced to $130 per year of service.

b)	For employees who retire from the Company on or after reaching age sixty-five (65), the Company will contribute $130 per year of service.

Examples:

o	Employee retires at age 60 with 25 Years of Credited Service would receive $6500 annually to purchase offered medical benefits. $260X25=$6500

o	Employee retires on or after age 65 or subsequently becomes age 65 would receive $3250 annually to purchase offered medical benefits. $130X25=$3250.

o	Employee retires with 35 years or more of service would receive $9100 annually if under age 65 and $4550 upon reaching age 65. $260X35=$9100 and $130X35=$4550.

o	Employee retires at age 60 with 22 years of service (did not reach 85 points) would receive $5148 annually and $2574 upon reaching age 65. ($260X22)-10%=$5148 and ($130X22)-10%=$2574

22.3 Voluntary Investment Plan [401(k) Plan]

The NV Energy 401(k) Plan formerly known as the "Voluntary Investment Plan for Bargaining Unit Employees of Sierra Pacific Power Company", hereinafter referred to as 401(k), which became effective January 1, 1987, and last amended January 1, 2009, is the Plan in effect during the term of this Contract. For more detailed information regarding 401(k) refer to the formal Plan Document or Summary Plan Description.(Amended 8/16/2010)

2.	The Company will pay the normal administrative fee (excluding loan and other individual transaction costs) for all plan participants.

3.	The maximum contribution of employee earnings is the IRS limit. They are defined as:

a) Base Pay

b) Incentive Compensation

c) Out of Town

d) Upgrade

e) Shift Premium

f) Overtime

g) Rest Period

h) Pager Pay

i) Any other cash earnings.

Employees hired after March 1, 2007 and those employees who choose to forego the employee discount will receive a Company match of $1 for each $1 up to 6% of qualified earnings. All new hires will automatically enroll at 6% of qualified earnings. Employees who have retained their employee discount will receive a match of $.50 for each dollar the employee contributes up to six (6) percent of qualified earnings. Company match will begin the first full pay period following hire date. (Amended 8/16/ 2010)

4.	(Deleted 8/16/2010)

5.	If an employee reaches the IRS limit, at any time during the tax year, and their company match is negatively affected, their company match will be made whole as soon as administratively possible after the end of the plan year.(Amended 8/16/2010)

6.	Please see the Summary Plan Description for Local 1245 or the Vanguard Website (www.vanguard.com) for the investment options available.(Amended 8/16/2010)

7.	(Deleted 8/16/2010)

8.	(Deleted 8/16/2010)

9.	Maximum employee contributions for pre/post tax and catch-up contributions will be subject to IRS provisions. Company match will apply to all employee contributions to a maximum of 6% of qualified earnings. (Amended March 2007)

22.4 Medical, Dental, and Vision

The "Medical and Dental Benefit Plan for Bargaining Unit Employees", hereinafter referred to as "Medical Plan", which became effective January 1, 1993, and last amended January 1, 1998, is the Medical Plan in effect during the term of this Contract. For more detailed information regarding the “Medical Plan” refer to the formal Plan Document or Summary Plan Description.

2.	While this Contract is in effect the Company will not change or discontinue the Medical Plan. If by operation of law the Medical Plan is terminated the rights accruing to participants shall not be materially adversely affected.(Amended 8/16/2010)

3.	Effective January 1, 1998, a Cafeteria Plan, as defined by Internal Revenue Code Section 125, is established to allow pre-tax premium contributions. Health Care and Dependent Care Flexible Spending Accounts (FSA’s) are also available on a pre-tax basis.

4.	The Medical Plan provides the following three (3) options. The options are outlined in Exhibit D.(Amended 8/16/2010)

Preferred Provider Organization at 80% (Local 1245 Union PPO Plan Advantage)

b) Self Funded HMO

c) (Deleted 10/3/07)

(Deleted 8/16/2010)

e) No coverage

(Amended March 2007)

The Company reserves the right to discontinue HMO coverage if the HMO plan(s) lose their economic viability. If this occurs, the Company will substitute a substantially comparable plan. (Added March 2007)

New employees will be eligible for medical coverage on the first day of the month following the date of hire. (Added March 2007)

Elections of medical plan options will be made each year during an open enrollment period. The election remains in effect for the entire Plan Year, unless the employee incurs a "Family Status Change" as defined by Internal Revenue Code Section 125, Cafeteria Plan. If an employee fails to enroll, he will default to previous year's coverage for himself and his dependents.

6.	Under option 4(a) when services are rendered in a community where the PPO is available and there is more than one (1) PPO physician available to perform the services, the employee will be subject to PPO provisions. (Amended 8/16/2010)

7.	Under option 4(a) employees and their dependents are eligible under the provisions of the Preferred Provider Organization (PPO) to receive payment of 80% of usual, reasonable and customary charges when: (Amended 8/16/2010)

PPO services are not available within thirty (30) miles of the community in which the employee and dependents reside or;

1. For employees residing in the communities of North Lake Tahoe, South Lake Tahoe, Minden and Carson City this provision shall be fifteen (15) miles. (LOA 3/14/05)

Employee has an eligible dependent attending school away from home and there is not a PPO provider available or;

Employee or dependent is traveling away from home and PPO services are not available or;

Employee is required to work away from their principle residence and PPO services are not available.

(Amended March 2007)

8.	Self-funded Dental and Vision benefits are included in options 4(a) and (b). (Amended 8/16/2010)

(a)	(Deleted 8/16/20100

(b)	Deleted 8/16/2010

9.	Employees who enroll in an HMO must abide by the provisions of the HMO.

10.	(Deleted 10/3/07)

11.	The rate structure for the Medical Plan options shall consist of four-tiers: employee only; employee plus spouse; employee plus children; and, employee plus spouse and children. Employee contributions will be made semi-monthly on a pre-tax basis.

12.	The rates for the plans will be actuarially determined each plan year, based on previous year’s claims experience. (Amended 8/16/2010)

13.	Employees will contribute 18% of the premiums. (Amended 8/16/2010)

14.	(Deleted March 2007)

15.	(Deleted March 2007)

16.	The Joint Benefits Committee shall evaluate claims experience and actuarially determined rates in each year of the Collective Bargaining Agreement. (Amended 1/1/03)

17.	(Deleted March 2007)

18.	The lifetime maximum benefit for all medical plans is unlimited. The Company reserves the right to increase the specific stop-loss coverage or eliminate it by self-insuring this provision. (Amended 8/16/ 2010)

19.	(Deleted March 2007)

20.	Coverage under the Medical Plan for any participant shall immediately terminate on the earliest of the following dates:

The last day of the calendar month during which the participant voluntarily terminates or is dismissed from the employment of the Company, or otherwise ceases active work for the Company, except:

In the event of retirement, the participant is eligible for continuance of coverage on the date of his retirement, provided he was covered under the Plan on the day prior to his retirement. However, a participant who terminates employment with the Company with vested retirement rights in the Company's Retirement Plan and later retires upon reaching normal retirement age, is not eligible for coverage under this Plan;

The last day of the calendar month during which the participant enters full-time military service;

The last day of the calendar month for which contributions were last paid;

d)	The date the Plan terminates.

22.5 (Deleted 8/16/2010)

22.6 Group Term Life Insurance

All regular, full-time, Bargaining Unit employees shall have Group Life Insurance coverage with a basic benefit level of $50,000. Current employees who “retire” under the qualified Retirement plan after 8/16/2010 will receive a life insurance benefit in the amount of $10,000. Employees hired or rehired after 8/16/2010 are not eligible for this $10,000 life insurance benefit upon retirement. (Amended 8/16/2010)

Company will provide Bargaining Unit employees the opportunity to purchase optional life insurance (in excess of the base amount provided at no cost by the Company) which will be portable at employee cost. This will be in the form of Group Term Life subject to any underwriting restrictions and premium schedules set by the insurance carrier. Employee contributions will be made semi-monthly on a post-tax basis. If the Company changes insurance carriers, it shall include full portability as a condition of coverage by any new carrier.

(Amended 8/16/2010)

22.7 Employee Discount

Regular Bargaining Unit employees hired prior to March 1, 2007 and who have chosen to retain their employee discount receive a 50% discount on electric service and a 25% discount on natural gas service. These discounts apply only to services provided by Sierra Pacific Power Company, d/b/a NV Energy. Employees will pay any applicable taxes levied by the Internal Revenue Service as established each year for the following year. Employees who have retained their employee discount may choose, in any future open enrollment, to forgo the discount and increase their 401k match to $1 for $1 up to 6% of wages. (Amended 8/16/2010)

2.	(Deleted 8/16/2010)

22.8 Long-Term Disability Income Plan

1.	Company will provide Bargaining Unit employees the opportunity to purchase optional long-term disability income insurance at employee cost. (Amended 8/16/2010)

2.	(Deleted 8/16/2010)

3.	Coverage amount is equal to 60% of monthly base pay, effective February 1, 2003. (Amended 1/1/03)

4.	Maximum benefit amount is $10,000 per month, effective February 1, 2003. (Amended 1/1/03)

5.	The "own occupation" disability period is twenty-four (24) months.

6.	The option to enroll or terminate participation will be limited to an annual open enrollment "window".

7.	Premiums will be paid on post-tax basis.

8.	(Deleted 8/16/2010)

9.	When LTD benefits begin, the employee status changes to plan participant, and they are no longer an employee as defined in Title 3.1. ( Added 8/16/2010)

10.	LTD plan participants returning to work prior to the completion of twelve (12) months on LTD will be returned to their previous classification and headquarters. ( Added 8/16/2010)

22.9 Benefits for Part-Time Employees

1.	The following provisions apply to part-time employees hired on or after January 1, 1995, and to part-time employees who assume full-time status and subsequently revert to part time on or after January 1, 1995, and to full-time employees who become part-time on or after January 1, 1995.

Allowance for vacation, sick leave, holidays and other nonproductive time will be prorated as described in Title 3.5(a).

To participate in the benefits programs, employees must work a minimum of 20 hours per week.

All welfare benefits will have the appropriate premium allocation between Company and the employee based on the following formula:

Twenty (20) hours per week = one-half (1/2) time.

More than twenty (20) but less than thirty-one (31) hours per week = three-quarter (3/4) time.

Thirty-one (31) or more hours per week = full time.

22.10 Joint Benefits Committee

A Joint Benefits Committee was established as of January 1, 1995, for the purpose of reviewing Medical, Benefit and Dependent Care costs, issues and trends and to make non-binding recommendations for improving savings and enhancing Medical, Benefit and Dependent Care Programs/Policies and to assist employees in dealing with Child/Elder Care issues. The Joint Benefits Committee meets at least quarterly unless mutually agreed to meet more often when necessary. Direct payroll costs for Bargaining Unit members are shared equally by Local #1245 and Company. (Amended 8/16/2010)

The Committee will consist of the Union Business Representative and four (4) Union members and the Representative of the Vice President- People Resources and four (4) MPA employees assigned by the Vice President. The Committee will be chartered to review health and welfare plans, pension and 401(k) plans during the term of the contract. (Amended 8/16/2010)

3.	Deleted 1/1/03

TITLE 23

DEMOTION AND LAYOFF PROCEDURE

This Title is amended and restated as of 8/16/2010

23.1	General Rules

1.	An employee's Company seniority shall be as defined in Titles 3.7 and 8.1.

2.	An employee may not displace another employee whose Company seniority is equal to or greater than his own. An employee may not displace an employee in a classification having a wage rate higher than that of his own classification.

3.	In all demotions, layoffs, and/or rehires the employees demoting, transferring or rehired into a different classification must be qualified, able and willing to perform the duties of the job.

4.	All ties in Company seniority, within a classification and headquarters, shall be broken using the procedure in Title 16.6(b).

5.	For this procedure the “E” Bidder list shall be considered an occupational group.

6.	Any preference, election or selection for assignment made by an employee (including volunteers) during any time frame described in this Title is final and irrevocable.

7.	All time limits set forth in this Title are specific and cannot be extended or modified without written agreement of the parties.

8.	In all demotions and/or layoffs, the employees demoting or transferring into a lower classification shall be paid at the top wage of that lower classification.

9.	Journeymen who can displace apprentices shall retain Journeyman status, and the least senior apprentice within the headquarters shall be considered an employee selected for lay off and may begin the process outlined in the provisions of this Title.

23.2

Demotion

When a demotion is to be made in a job classification at a Company headquarters other than for cause or as referenced in title 16.8, the employee(s) with the least seniority in such classification at such headquarters shall be the one(s) demoted.

Company will notify an employee as to the classification to which he is to be demoted. Within five (5) business days after notification, the employee shall notify Company of his intent to accept the demotion. If the employee accepts the demotion, it will become effective at the beginning of the next regular pay period.

If the employee does not accept the demotion, the employee will be considered to have been selected for lay off and subject to the provisions of this Title.

23.3

Layoff

The Company shall notify the Union at the initial step of a layoff. Company will identify the classification(s) and headquarters of the employees to be laid off. “Volunteers for Title 19.11.B.3.d.1 enhanced severance” will be solicited within all occupational group(s) by posting on bulletin boards, Company Intranet and Leadership announcements within the affected Occupational Group(s) for a period of five (5) business days and employees wishing to volunteer shall do so on the Companies Intranet.

“Volunteers for severance” who are displaced during a layoff will receive the Enhanced Severance as described in Title 19.11.B.3.d.1 upon signing a standard Company agreement and release of claims form.

1.	Volunteers for severance within the targeted classification and headquarters shall be exhausted prior to any layoffs.

2.	When a lay off is to be made in a job classification at a Company headquarters, the employee(s) with the least Company seniority in such classification and headquarters shall be selected for lay off.

3.	After notifying an employee that they may be selected for lay off, the Company shall provide a list of option(s):

a.	Any vacancies available.

b.	Any positions with volunteers for severance, within their occupational group.

c.	Positions within the employee’s headquarters and occupational group to which he may demote (bump).

d.	Positions with less senior employee in current classification in the same occupational group at any headquarters (bump).

e.	Positions with less senior employee within each lower classification in the same occupational group at any headquarters (bump).

f.	Last position held, different occupational group (bump).

g.	Accept layoff.

Within five (5) business days after receipt of the list, the employee shall notify Company of his election(s) and indicate the job locations in the order of his preference.

4.	If the employee selected for lay off is unable or does not elect to fill a vacancy, the following process shall be followed in accordance with the General Rules contained in Section 23.1:

(a)

If a “volunteer for severance” in the same classification and headquarters exists, Company shall notify the employee selected for lay off that he will remain in his current position and Company shall notify the volunteer that his employment shall be terminated and he shall receive severance. The termination shall be effective fourteen (14) calendar days from the date of notification of the volunteer.

Volunteers shall be selected for severance in order by Company Seniority.

(b)	If there is no “volunteer for severance” in (a) above, the employee selected for lay off shall have the following options:

1.	Elect to accept Layoff, or

2.	Elect to displace the least senior employee in each lower classification in his same occupational group and headquarters, or

3.	Elect to displace a less senior employee in current classification in the same occupational group at any headquarters, or

4.	Elect to displace a less senior employee within each lower classification in the same occupational group at any headquarters, or

5.	Elect to displace a “volunteer for severance” in his same, equal or lower classification company wide in his same occupational group.

If options #2 through #5 are not available to the employee, then they shall have the option to

Elect to displace an employee in the last classification held, different occupational group. The employee must pass all current tests, provide documentation for required licenses and certifications, and demonstrate current required job skills prior to their effective date of transfer. If this last classification is in an occupational group that has current, defined advancement training standards, the employee shall bump into the lowest classification in their previous line of progression, with the opportunity for automatic progression to their previous classification as they demonstrate proficiency in the current training standards.

(c)

Preferential consideration shall be given to employees in the order of their Company seniority. While Company shall endeavor to give effect to an employee's preference in the order he has indicated, Company seniority shall be the determining factor where two (2) or more employees express a preference for a single job classification or headquarters location. Company shall notify an employee as to the specific location to which he will be transferred and the effective date of the transfer. Such date shall allow a minimum of fourteen (14) days prior to reporting.

(d)

If the employee fails to effect or cannot effect an election for any reason, Company shall notify him that he shall be laid off and he shall receive severance according to the provisions of Section 19.10. The lay off shall be effective fourteen (14) calendar days from the date of notification of the employee. Employees attempting to effect option #6 above, but who fail to meet the requirements, shall be laid off. In this case, the effective date of lay off shall be the same as the effective date of transfer described in (c) above.

5.	Any displaced employees shall be considered an employee selected for lay off and may begin the process outlined in the provisions of this Title.

23.4	Preferential Bidding Rights

For the purpose of enabling employees who have been demoted or transferred under the provisions of this procedure, and for the term of twenty-four (24) months, Company will give preferential bidding rights to the affected employees for bids to their former job classification and/or headquarters. Such employees, who wish to be considered for preferential bidding rights, must apply for the position on the Company website and indicate on their application that they are eligible for preferential bidding rights.

In considering bids received from two (2) or more enabled employees on the same job, Company shall give preferential consideration to the bid made by the enabled employee who has the greatest Company seniority.

23.5	Rehire Rights

Notwithstanding any other provisions of this Agreement, a regular employee who has been laid off for lack of work or economic reasons pursuant to the provisions of this Agreement, for a period not in excess of eighteen (18) months and who had one or more years of service at the time of layoff shall be entitled to preferential rehire on the basis of Company seniority at the time of layoff. All jobs will be posted and filled, if possible, through the internal bidding process prior to rehiring laid off employees.

1.	Laid off employees who wish to be considered for rehire must apply for a position through the Company website. Former employees will need to indicate on their application that they were employees who were laid off.

2.	Employees who are rehired under this process shall be considered for rehire in the occupational group that they were in when they were laid off.

If a regular employee is laid-off because of lack of work or economic reasons and is subsequently offered and accepts reemployment within eighteen (18) months after layoff, the employee shall resume the status of regular employee and shall be credited with Company seniority and related benefits previously accrued for which employee was not compensated at time of layoff. Employees who are rehired in a classification previously held, or for one in which they are qualified, will not be required to serve another probationary period. Employees rehired into a classification previously held will be paid at the wage step last held.

23.6

Enabler

By written agreement between Company and Union, special provisions may be substituted for the provisions of this procedure.

By written agreement Company and Union may modify the bidding process to address issues created by Volunteers for Severance.

TITLE 24

TERM OF AGREEMENT

24.1

This Agreement shall take effect as of August 16, 2010.. The term of this Agreement shall continue in full force and effect until August 15, 2013 and thereafter from year to year unless written notice of change or termination shall be given by either party ninety (90) days prior to the expiration date above or the expiration date of any year thereafter. In order to terminate this agreement, either party must have given notice to terminate ninety (90) days prior as described above and then either party must give, on or after the expiration date of the contract, an additional written notice of at least thirty (30) days stating its intention to terminate the Agreement. During such 30-day period, the parties will continue to negotiate and all provisions of the contract will remain in effect. (Amended 8/16/2010)

24.2	Whenever notice is given for changes, the nature of the changes desired must be specified in the notice, and until a satisfactory conclusion is reached in the matter of such changes, the original provision shall remain in full force and effect.

24.3	This Agreement shall not be amended or supplemented except by agreement of the parties hereto, reduced to writing and duly signed by each.

24.4	This Agreement cancels and supersedes that certain Agreement and Exhibits attached thereto, entered into on January 1, 2003, by the parties hereto. (Amended March 2007)

AGREEMENT BETWEEN SIERRA PACIFIC POWER COMPANY

AND LOCAL UNION 1245 OF THE

INTERNATIONAL BROTHERHOOD OF ELECTRICAL WORKERS, AFL-CIO

August 16, 2010 through August 15, 2013

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written, acting by and through their duly authorized officers.

SIERRA PACIFIC		LOCAL UNION 1245 OF THE
POWER COMPANY		INTERNATIONAL BROTHERHOOD
d/b/a		OF ELECTRICAL WORKERS,
NV Energy		AFL-CIO

/s/ Michael W. Yackira		/s/ Tom Dalzell
Michael W. Yackira		Tom Dalzell, Business Manager
Chief Operating Officer

		/s/ Michael Davis
		Michael Davis, President
/s/ Punam Mathur
Punam Mathur,
People Resources

		/s/ Randy Osborn
		Randy Osborn, Business Representative


		APPROVED:


		/s/ Edwin Hill
		Edwin Hill
		International President

2009 NEGOTIATING COMMITTEE MEMBERS

COMPANY UNION

R. Dick, Chair D. Seyfer, Assistant Business Manager

F. Andersen R. Osborn, Business Representative

A. Anderson G. Bailey

S. Bianco T. Cornell

J. Christensen R. Gross

R. Connolly S. Hildebrand

B. Costello L. Kelly

T. Eggen D. Lyday

G. Galbraith M. Benuzzi

T. Gunning

F. Larger

G. McDonald

Z. Randall

E. Ricci

ATTACHMENT I

EXHIBIT "A" (1)

(As Amended August 16, 2010)

WAGES

Annual increases

- 2010 Base 2.5% (Effective 8/16/2010)

- 2011 Lump 2% (Paid within 30 days of 8/16/2011)

Note: The wage rate used in this calculation will be based upon

the hourly rate in effect twelve months from commencement

date of the agreement. Part time employees will receive a

pro-rated amount based upon hours worked. The lump sum

amount will be paid within 30 days of the anniversary date

of the commencement of the agreement.

- 2012 Base 2% (1 st pay period after 8/16/2012)

SHORT TERM INCENTIVE PLAN (STIP)

Each contract year there will be up to a 3.5% Short Term Incentive Plan (STIP) bonus potential. The STIP will be paid upon achievement of corporate and business unit goals as defined by the Company. The corporate and business unit goals will be identical for all employees, including MPAT, and will change each year. If the corporate financial target is not achieved in a contract year, the STIP will not be funded. The financial target is the trigger. Extraordinary events affecting performance of a goal may be considered by the CEO in determining the size and existence of the award.

Eligibility

-	Must be employed on the last day of the fiscal year

-	Regular full-time or part-time employees

-	Temporary employees are not eligible

-	Employees must complete a six (6) month (and/or 1040 hours) probationary period by the last day of the year-end payroll period.

Calculation

-	STIP will be calculated using the employee’s hourly rate as of the end of the payroll year, multiplied by the actual regular/straight time hours worked, not to exceed 2080 hours. Once earned, annual award will be paid on or before April 15 th for the prior year’s performance.

-	(Straight time hours X base hourly wage) X Achievement Percentage. Achievement Percentage = STIP Opportunity of 3.5% X Performance Results.

Proration

The Company will prorate the STIP for the following reasons:

-	Employee retires

Deceased

-	Company initiated severance

The Company will also prorate the STIP if an employee transfers from one bargaining unit to another (i.e., from IBEW 1245 to IBEW 396, or vice versa), or from a MPAT position to a bargaining unit position or vice versa.

The current STIP model for 2003 has a 40% weighting for financial (earnings per share or E.P.S.), a 40% weighting for Customer Satisfaction, and a 20% weighting for IBEW Local 1245 Performance. If these weightings or categories change, the Company and Union will meet to discuss the changes.

(Amended 1/1/03)

Attachment I – Exhibit A (1)

(As amended August 16, 2010)

Bargaining Unit Wage Rate

*Upgrade Only

Job Class	Job Title	Wage Step	2010 Wage 2.5% (Aug 16, 2010 to Aug 15, 2011)	2011 Lump Sum 2% (Aug 16, 2011)	2012 Wage 2% (Aug 16, 2012 to Aug 15, 2013)
7653	App, Comms Tech	Start	$ 26.51	$ 26.51	$ 27.04
		6 Months	$ 27.47	$ 27.47	$ 28.02
		1 Year	$ 28.70	$ 28.70	$ 29.27
		18 Months	$ 29.29	$ 29.29	$ 29.88
		2 Years	$ 30.74	$ 30.74	$ 31.35
		30 Months	$ 32.76	$ 32.76	$ 33.42
		3 Years	$ 33.77	$ 33.77	$ 34.45
		42 Months	$ 35.66	$ 35.66	$ 36.37

7635	App, Construction Repairman	Start	$ 26.35	$ 26.35	$ 26.88
		6 Months	$ 27.15	$ 27.15	$ 27.69
		1 Year	$ 27.97	$ 27.97	$ 28.53
		18 Months	$ 28.61	$ 28.61	$ 29.18
		2 Years	$ 29.42	$ 29.42	$ 30.01
		30 Months	$ 30.69	$ 30.69	$ 31.30

7684	App, Cust Serviceman	Start	$ 26.36	$ 26.36	$ 26.89
		6 Months	$ 27.22	$ 27.22	$ 27.76
		1 Year	$ 28.46	$ 28.46	$ 29.03
		18 Months	$ 29.17	$ 29.17	$ 29.75
		2 Years	$ 30.49	$ 30.49	$ 31.10

7641	App, Electrician	Start	$ 26.51	$ 26.51	$ 27.04
		6 Months	$ 27.47	$ 27.47	$ 28.02
		1 Year	$ 28.70	$ 28.70	$ 29.27
		18 Months	$ 29.29	$ 29.29	$ 29.88
		2 Years	$ 30.74	$ 30.74	$ 31.35
		30 Months	$ 32.76	$ 32.76	$ 33.42
		3 Years	$ 33.77	$ 33.77	$ 34.45
		42 Months	$ 35.66	$ 35.66	$ 36.37

7645	App, Electrician Maint	Start	$ 26.51	$ 26.51	$ 27.04
		6 Months	$ 27.47	$ 27.47	$ 28.02
		1 Year	$ 28.70	$ 28.70	$ 29.27
		18 Months	$ 29.29	$ 29.29	$ 29.88
		2 Years	$ 30.74	$ 30.74	$ 31.35
		30 Months	$ 32.75	$ 32.75	$ 33.41

7681	App, Fabricator/Welder	Start	$ 26.35	$ 26.35	$ 26.88
		6 Months	$ 27.15	$ 27.15	$ 27.69
		1 Year	$ 27.97	$ 27.97	$ 28.53
		18 Months	$ 28.61	$ 28.61	$ 29.18
		2 Years	$ 29.42	$ 29.42	$ 30.01
		30 Months	$ 30.69	$ 30.69	$ 31.30


Job Class	Job Title	Wage Step	2010 Wage 2.5% (Aug 16, 2010 to Aug 15, 2011)	2011 Lump Sum 2% (Aug 16, 2011)	2012 Wage 2% (Aug 16, 2012 to Aug 15, 2013)
7691	App, Fitter	Start	$ 26.36	$ 26.36	$ 26.89
		6 Months	$ 27.22	$ 27.22	$ 27.76
		1 Year	$ 28.46	$ 28.46	$ 29.03
		18 Months	$ 29.29	$ 29.29	$ 29.88

7692	App, Fitter/Welder	Start	$ 26.36	$ 26.36	$ 26.89
		6 Months	$ 27.22	$ 27.22	$ 27.76
		1 Year	$ 28.46	$ 28.46	$ 29.03
		18 Months	$ 29.29	$ 29.29	$ 29.88

7651	App, Instrument Tech	Start	$ 26.51	$ 26.51	$ 27.04
		6 Months	$ 27.47	$ 27.47	$ 28.02
		1 Year	$ 28.70	$ 28.70	$ 29.27
		18 Months	$ 29.29	$ 29.29	$ 29.88
		2 Years	$ 30.74	$ 30.74	$ 31.35
		30 Months	$ 32.75	$ 32.75	$ 33.41

7631	App, Lineman	Start	$ 26.51	$ 26.51	$ 27.04
		6 Months	$ 27.47	$ 27.47	$ 28.02
		1 Year	$ 28.70	$ 28.70	$ 29.27
		18 Months	$ 29.29	$ 29.29	$ 29.88
		2 Years	$ 30.74	$ 30.74	$ 31.35
		30 Months	$ 32.75	$ 32.75	$ 33.41
		3 Years	$ 33.78	$ 33.78	$ 34.46

7685	App, Machinist	Start	$ 26.36	$ 26.36	$ 26.89
		6 Months	$ 27.22	$ 27.22	$ 27.76
		1 Year	$ 28.46	$ 28.46	$ 29.03
		18 Months	$ 29.17	$ 29.17	$ 29.75
		2 Years	$ 30.49	$ 30.49	$ 31.10

7652	App, Mech, Diesel/Turbine	Start	$ 26.51	$ 26.51	$ 27.04
		6 Months	$ 27.47	$ 27.47	$ 28.02
		1 Year	$ 28.70	$ 28.70	$ 29.27
		18 Months	$ 29.29	$ 29.29	$ 29.88
		2 Years	$ 30.74	$ 30.74	$ 31.35
		30 Months	$ 32.75	$ 32.75	$ 33.41

7680	App, Mechanic	Start	$ 26.35	$ 26.35	$ 26.88
		6 Months	$ 27.15	$ 27.15	$ 27.69
		1 Year	$ 27.97	$ 27.97	$ 28.53
		18 Months	$ 28.61	$ 28.61	$ 29.18
		2 Years	$ 29.42	$ 29.42	$ 30.01
		30 Months	$ 30.69	$ 30.69	$ 31.30

7687	App, Meterman, Gas	Start	$ 26.36	$ 26.36	$ 26.89
		6 Months	$ 27.22	$ 27.22	$ 27.76
		1 Year	$ 28.46	$ 28.46	$ 29.03
		18 Months	$ 29.17	$ 29.17	$ 29.75
		2 Years	$ 30.49	$ 30.49	$ 31.10


Job Class	Job Title	Wage Step	2010 Wage 2.5% (Aug 16, 2010 to Aug 15, 2011)	2011 Lump Sum 2% (Aug 16, 2011)	2012 Wage 2% (Aug 16, 2012 to Aug 15, 2013)
7693	App, Oper, Gas Pressure	Start	$ 27.49	$ 27.49	$ 28.04
		6 Months	$ 28.51	$ 28.51	$ 29.08
		1 Year	$ 29.89	$ 29.89	$ 30.49
		18 Months	$ 30.89	$ 30.89	$ 31.51
		2 Years	$ 32.64	$ 32.64	$ 33.29

7689	App, Plant Mechanic	Start	$ 26.36	$ 26.36	$ 26.89
		6 Months	$ 27.22	$ 27.22	$ 27.76
		1 Year	$ 28.46	$ 28.46	$ 29.03
		18 Months	$ 29.17	$ 29.17	$ 29.75
		2 Years	$ 30.49	$ 30.49	$ 31.10

7632	App, Tech, Electrical Plant	Start	$ 26.54	$ 26.54	$ 27.07
		6 Months	$ 27.70	$ 27.70	$ 28.25
		1 Year	$ 28.84	$ 28.84	$ 29.42
		18 Months	$ 29.61	$ 29.61	$ 30.20
		2 Years	$ 30.77	$ 30.77	$ 31.39
		30 Months	$ 33.08	$ 33.08	$ 33.74

7690	App, Tech, Lab	Start	$ 26.36	$ 26.36	$ 26.89
		6 Months	$ 27.22	$ 27.22	$ 27.76
		1 Year	$ 28.46	$ 28.46	$ 29.03
		18 Months	$ 29.17	$ 29.17	$ 29.75
		2 Years	$ 30.49	$ 30.49	$ 31.10
		30 Months	$ 31.84	$ 31.84	$ 32.48
		3 Years	$ 34.30	$ 34.30	$ 34.99

7673	App, Tech, Meter	Start	$ 26.51	$ 26.51	$ 27.04
		6 Months	$ 27.47	$ 27.47	$ 28.02
		1 Year	$ 28.70	$ 28.70	$ 29.27
		18 Months	$ 29.29	$ 29.29	$ 29.88
		2 Years	$ 30.74	$ 30.74	$ 31.35
		30 Months	$ 32.76	$ 32.76	$ 33.42
		3 Years	$ 33.77	$ 33.77	$ 34.45
		42 Months	$ 35.66	$ 35.66	$ 36.37

8051	Chief, Crew	Start	$ 34.37	$ 34.37	$ 35.06
		1 Year	$ 35.94	$ 35.94	$ 36.66

9730	Clerk, Remittance Prcssng, Sr (March 2007 Hire)	Start	$ 23.78	$ 23.78	$ 24.26

8640	Coord, Fleet Assets/Special Projects	Start	$ 31.07	$ 31.07	$ 31.69

8640	Coord, Fleet Repair/Licensing	Start	$ 31.07	$ 31.07	$ 31.69

8944	Draftsman	Start	$ 18.73	$ 18.73	$ 19.10
		6 Months	$ 19.82	$ 19.82	$ 20.22
		1 Year	$ 20.95	$ 20.95	$ 21.37
		18 Months	$ 22.06	$ 22.06	$ 22.50
		2 Years	$ 23.13	$ 23.13	$ 23.59
		30 Months	$ 24.21	$ 24.21	$ 24.69
		3 Years	$ 25.39	$ 25.39	$ 25.90


Job Class	Job Title	Wage Step	2010 Wage 2.5% (Aug 16, 2010 to Aug 15, 2011)	2011 Lump Sum 2% (Aug 16, 2011)	2012 Wage 2% (Aug 16, 2012 to Aug 15, 2013)
8380	Draftsman, Land	Start	$ 29.09	$ 29.09	$ 29.67
		1 Year	$ 31.45	$ 31.45	$ 32.08
		2 Years	$ 32.94	$ 32.94	$ 33.60

8390	Draftsman, Sr	Start	$ 29.09	$ 29.09	$ 29.67
		1 Year	$ 31.45	$ 31.45	$ 32.08
		2 Years	$ 32.94	$ 32.94	$ 33.60

8770	Driver, Transport	Start	$ 30.05	$ 30.05	$ 30.65

6385	Driver, Transport, Heavy	Start	$ 32.74	$ 32.74	$ 33.39

8970	Driver, Truck	Start	$ 26.88	$ 26.88	$ 27.42

8845	Driver, Truck, Heavy	Start	$ 29.34	$ 29.34	$ 29.93

7340	Electrician	Start	$ 40.59	$ 40.59	$ 41.40

7338	Electrician, Facilities	Start	$ 35.25	$ 35.25	$ 35.96

7310	Electrician, Maint	Start	$ 37.54	$ 37.54	$ 38.29

7325	Electrician, Plant	Start	$ 38.01	$ 38.01	$ 38.77

7615	Fabricator/Welder	Start	$ 32.52	$ 32.52	$ 33.17

7545	Fabricator/ Const/ Maint, Welder Certified	Start	$ 37.03	$ 37.03	$ 37.77

8620	Facilities, Locator	Start	$ 30.08	$ 30.08	$ 30.68
		6 Months	$ 30.69	$ 30.69	$ 31.30
		1 Year	$ 31.82	$ 31.82	$ 32.46

8625	Facilities, Senior Locator	Start	$ 34.38	$ 34.38	$ 35.07

7620	Fitter	Start	$ 32.98	$ 32.98	$ 33.64

7460	Fitter/Welder	Start	$ 36.07	$ 36.07	$ 36.79

6022	Frmn, Comm Sys, Wkg	Start	$ 45.04	$ 45.04	$ 45.94

6281	Frmn, Const, Wkg, Heavy	Start	$ 37.85	$ 37.85	$ 38.61

6394	Frmn, Const, Wkg, Light	Start	$ 36.22	$ 36.22	$ 36.94

6031	Frmn, Control, Wkg	Start	$ 45.04	$ 45.04	$ 45.94

6825	Frmn, Cust Svcs Rep, Wkg (March 2007 Hire)	Start	$ 26.49	$ 26.49	$ 27.02

6825 New	Frmn, Cust Svcs Rep, Wkg	Start	$ 25.01	$ 25.01	$ 25.51

6277	Frmn, Gas Pres Sys, Wkg	Start	$ 37.85	$ 37.85	$ 38.61


Job Class	Job Title	Wage Step	2010 Wage 2.5% (Aug 16, 2010 to Aug 15, 2011)	2011 Lump Sum 2% (Aug 16, 2011)	2012 Wage 2% (Aug 16, 2012 to Aug 15, 2013)
6275	Frmn, Gas, Meter Shop, Wkg	Start	$ 35.75	$ 35.75	$ 36.47
		1 Year	$ 37.85	$ 37.85	$ 38.61

6025	Frmn, Gas, Welding, Wkg	Start	$ 39.34	$ 39.34	$ 40.13

6001	Frmn, Gnrl, Comm Sys, Wkg	Start	$ 49.51	$ 49.51	$ 50.50

6002	Frmn, Gnrl, Const, Heavy, Wkg	Start	$ 41.65	$ 41.65	$ 42.48

6003	Frmn, Gnrl, Const, Light, Wkg	Start	$ 39.82	$ 39.82	$ 40.62

6004	Frmn, Gnrl, Control, Wkg	Start	$ 49.51	$ 49.51	$ 50.50

6005	Frmn, Gnrl, Cust Serv Rep, Wkg (March 2007 Hire)	Start	$ 29.13	$ 29.13	$ 29.71

6010	Frmn, Gnrl, Equip, Heavy, Wkg	Start	$ 41.65	$ 41.65	$ 42.48

6009	Frmn, Gnrl, Gas Meter Shop Wkg	Start	$ 41.65	$ 41.65	$ 42.48

6007	Frmn, Gnrl, Gas Pres Sys, Wkg	Start	$ 41.65	$ 41.65	$ 42.48

6008	Frmn, Gnrl, Gas Welding, Wkg	Start	$ 43.24	$ 43.24	$ 44.10

6046	Frmn, Gnrl, Heavy, Wkg (B/G) (March 2007 Hire)	Start	$ 34.10	$ 34.10	$ 34.78

6042	Frmn, Gnrl, Heavy, Wkg (E/G)	Start	$ 41.65	$ 41.65	$ 42.48

6012	Frmn, Gnrl, Lab, Wkg	Start	$ 44.33	$ 44.33	$ 45.22

6047	Frmn, Gnrl, Light, Wkg (B/G) (March 2007 Hire)	Start	$ 32.65	$ 32.65	$ 33.30

6043	Frmn, Gnrl, Light, Wkg (E/G)	Start	$ 39.82	$ 39.82	$ 40.62

6013	Frmn, Gnrl, Wkg (Upgrade Only)	Start	$ 49.08	$ 49.08	$ 50.06

6014	Frmn, Gnrl, Machinist, Wkg	Start	$ 42.01	$ 42.01	$ 42.85

6015	Frmn, Gnrl, Maint, Wkg	Start	$ 45.39	$ 45.39	$ 46.30

6016	Frmn, Gnrl, Mech, Dsl/Trbn Wkg	Start	$ 45.39	$ 45.39	$ 46.30

6024	Frmn, Gnrl, Meterman, Wkg	Start	$ 45.39	$ 45.39	$ 46.30

6023	Frmn, Gnrl, Mtr Rd, Wkg (March 2007 Hire)	Start	$ 25.97	$ 25.97	$ 26.49

6026	Frmn, Gnrl, Scrub, Shift, Wkg	Start	$ 38.89	$ 38.89	$ 39.67

6019	Frmn, Gnrl, Serv Utilitym, Wkg (March 2007 Hire)	Start	$ 29.13	$ 29.13	$ 29.71

6027	Frmn, Gnrl, Shift, Wkg	Start	$ 47.09	$ 47.09	$ 48.03


Job Class	Job Title	Wage Step	2010 Wage 2.5% (Aug 16, 2010 to Aug 15, 2011)	2011 Lump Sum 2% (Aug 16, 2011)	2012 Wage 2% (Aug 16, 2012 to Aug 15, 2013)
6006	Frmn, Gnrl, Support Svcs, Wkg (March 2007 Hire)	Start	$ 27.58	$ 27.58	$ 28.13

6037	Frmn, Gnrl, Tech, Meter, Wkg	Start	$ 45.39	$ 45.39	$ 46.30

6036	Frmn, Gnrl, Technical, Wkg	Start	$ 45.39	$ 45.39	$ 46.30

6038	Frmn, Gnrl, Trans Line, Wkg	Start	$ 49.08	$ 49.08	$ 50.06

6039	Frmn, Gnrl, Utility Mtrls, Wkg	Start	$ 37.54	$ 37.54	$ 38.29

6018	Frmn, Gnrl, Wkg, Utility Fleet	Start	$ 42.73	$ 42.73	$ 43.58

6040	Frmn, Gnrl, Yard, Wkg	Start	$ 39.82	$ 39.82	$ 40.62

6283	Frmn, Heavy, Equip, Wkg	Start	$ 37.85	$ 37.85	$ 38.61

6041	Frmn, Lab, Wkg	Start	$ 40.30	$ 40.30	$ 41.11

6398	Frmn, Light, Wkg (B/G) (March 2007 Hire)	Start	$ 29.66	$ 29.66	$ 30.25

6051	Frmn, Line, Wkg	Start	$ 44.66	$ 44.66	$ 45.55

6375	Frm, Fabricator/Construction/Maintenance,Wkg	Start	$ 37.85	$ 37.85	$ 38.61
6375	formly Frm, Machinist, Wkg

6061	Frmn, Maint, Wkg	Start	$ 41.30	$ 41.30	$ 42.13

6020	Frmn, Mech, Utility Fleet, Wkg	Start	$ 38.89	$ 38.89	$ 39.67

6813	Frmn, Meter Reader, Wkg (March 2007 Hire)	Start	$ 23.62	$ 23.62	$ 24.09
		6 Months	$ 26.12	$ 26.12	$ 26.64

6813 New	Frmn, Meter Reader, Wkg	Start	$ 25.01	$ 25.01	$ 25.51

6815	Frmn, Technician Service, Wkg	Start	$ 26.49	$ 26.49	$ 27.02
	Formerly Frmn, Service Utilityman, Wkg

6091	Frmn, Shift, Wkg	Start	$ 42.80	$ 42.80	$ 43.66

6820	Frmn, Support Services, Wkg	Start	$ 24.57	$ 24.57	$ 25.06
		6 Months	$ 25.08	$ 25.08	$ 25.58

6082	Frmn, Tech, Meter, Wkg	Start	$ 41.30	$ 41.30	$ 42.13

6101	Frmn, Technical, Wkg	Start	$ 41.30	$ 41.30	$ 42.13

6053	Frmn, Trans Line, Wkg (Travel)	Start	$ 44.66	$ 44.66	$ 45.55

6450	Frmn, Utility Materials, Wkg	Start	$ 32.53	$ 32.53	$ 33.18
		6 Months	$ 34.14	$ 34.14	$ 34.82

6284	Frmn, Wkg, Heavy (B/G)	Start	$ 35.25	$ 35.25	$ 35.96


Job Class	Job Title	Wage Step	2010 Wage 2.5% (Aug 16, 2010 to Aug 15, 2011)	2011 Lump Sum 2% (Aug 16, 2011)	2012 Wage 2% (Aug 16, 2012 to Aug 15, 2013)
6280	Frmn, Wkg, Heavy, Gas	Start	$ 37.85	$ 37.85	$ 38.61

6397	Frmn, Yard, Wkg	Start	$ 36.22	$ 36.22	$ 36.94

8956	Garageman	Start	$ 24.60	$ 24.60	$ 25.09
		6 Months	$ 26.04	$ 26.04	$ 26.56
		1 Year	$ 26.51	$ 26.51	$ 27.04
		18 Months	$ 27.22	$ 27.22	$ 27.76

9240	Ground Maintenanceman I	Start	$ 17.14	$ 17.14	$ 17.48
	Formerly Helper, B/ G	6 Months	$ 18.51	$ 18.51	$ 18.88
		1 Year	$ 19.84	$ 19.84	$ 20.24
		18 Months	$ 21.56	$ 21.56	$ 21.99

8709	Ground Maintenanceman II	Start	$ 22.10	$ 22.10	$ 22.54
	Formerly Gounds Maintenanceman	6 Months	$ 22.65	$ 22.65	$ 23.10
		1 Year	$ 23.42	$ 23.42	$ 23.89
		18 Months	$ 24.37	$ 24.37	$ 24.86

9239	Helper	Start	$ 20.95	$ 20.95	$ 21.37
		6 Months	$ 22.58	$ 22.58	$ 23.03
		1 Year	$ 24.21	$ 24.21	$ 24.69
		18 Months	$ 26.31	$ 26.31	$ 26.84

7405	Inspector, Gas	Start	$ 34.46	$ 34.46	$ 35.15
		1 Year	$ 36.93	$ 36.93	$ 37.67

7410	Inspector, Construction	Start	$ 34.46	$ 34.46	$ 35.15
		1 Year	$ 36.22	$ 36.22	$ 36.94

7210	Inspector, Electric	Start	$ 41.23	$ 41.23	$ 42.05

7130	Inspector, Substation Electric	Start	$ 41.35	$ 41.35	$ 42.18

7200	Inspector, Trans (Traveling)	Start	$ 41.23	$ 41.23	$ 42.05

8395	Instrumentman	Start	$ 29.09	$ 29.09	$ 29.67
		1 Year	$ 31.45	$ 31.45	$ 32.08
		2 Years	$ 32.94	$ 32.94	$ 33.60

7050	Investigator, Rev Protection	Start	$ 34.46	$ 34.46	$ 35.15

8610	Janitor (Pwr Plts)	Start	$ 16.57	$ 16.57	$ 16.90
		6 Months	$ 17.67	$ 17.67	$ 18.02
		1 Year	$ 18.74	$ 18.74	$ 19.11
		18 Months	$ 19.86	$ 19.86	$ 20.26

9378	Laborer (March 2007 Hire)	Start	$ 14.19	$ 14.19	$ 14.47
		6 Months	$ 15.13	$ 15.13	$ 15.43
		1 Year	$ 16.04	$ 16.04	$ 16.36
		18 Months	$ 16.99	$ 16.99	$ 17.33


Job Class	Job Title	Wage Step	2010 Wage 2.5% (Aug 16, 2010 to Aug 15, 2011)	2011 Lump Sum 2% (Aug 16, 2011)	2012 Wage 2% (Aug 16, 2012 to Aug 15, 2013)
9379	Laborer (Bldg/Grds) (March 2007 Hire)	Start	$ 13.56	$ 13.56	$ 13.83
		6 Months	$ 14.47	$ 14.47	$ 14.76
		1 Year	$ 15.34	$ 15.34	$ 15.65
		18 Months	$ 16.25	$ 16.25	$ 16.58

9450	Laborer, Temporary (March 2007 Hire)	Start	$ 12.87	$ 12.87	$ 13.13

7330	Lineman, Electric	Start	$ 40.59	$ 40.59	$ 41.40

7332	Lineman, Trans (Traveling)	Start	$ 40.59	$ 40.59	$ 41.40

7580	Machine/Tool, Repairman	Start	$ 34.06	$ 34.06	$ 34.74

8690	Maintman, Street Light	Start	$ 32.75	$ 32.75	$ 33.41
		1 Year	$ 33.08	$ 33.08	$ 33.74

7350	Mech, Diesel/Turbine	Start	$ 37.54	$ 37.54	$ 38.29

7360	Mech, Machinist	Start	$ 38.55	$ 38.55	$ 39.32

7496	Mech, Plant	Start	$ 34.08	$ 34.08	$ 34.76
		1 Year	$ 36.83	$ 36.83	$ 37.57

7600	Mech, Utility Fleet	Start	$ 33.08	$ 33.08	$ 33.74
		1 Year	$ 35.37	$ 35.37	$ 36.08

9162	Meter Reader/Collector (March 2007 Hire)	Start	$ 15.25	$ 15.25	$ 15.56
		6 Months	$ 16.34	$ 16.34	$ 16.67
		1 Year	$ 17.38	$ 17.38	$ 17.73
		18 Months	$ 18.46	$ 18.46	$ 18.83
		2 Years	$ 19.39	$ 19.39	$ 19.78
		30 Months	$ 20.46	$ 20.46	$ 20.87
		3 Years	$ 21.47	$ 21.47	$ 21.90

9162 New	Meter Reader/Collector	Start	$ 13.49	$ 13.49	$ 13.76
		6 Months	$ 14.37	$ 14.37	$ 14.66
		1 Year	$ 16.44	$ 16.44	$ 16.77
		2 Years	$ 18.51	$ 18.51	$ 18.88

9162 HH	Meter Reader/Collector (see footnote 1 )	Start	$ 13.49	$ 13.49	$ 13.76
		6 Months	$ 14.37	$ 14.37	$ 14.66
		1 Year	$ 16.44	$ 16.44	$ 16.77
		2 Years	$ 18.51	$ 18.51	$ 18.88

7370	Meterman	Start	$ 38.01	$ 38.01	$ 38.77

7605	Meterman, Gas	Start	$ 33.08	$ 33.08	$ 33.74

7525	Oper, Acro	Start	$ 34.31	$ 34.31	$ 35.00
		Upgradeable	$ 35.74	$ 35.74	$ 36.45


Job Class	Job Title	Wage Step	2010 Wage 2.5% (Aug 16, 2010 to Aug 15, 2011)	2011 Lump Sum 2% (Aug 16, 2011)	2012 Wage 2% (Aug 16, 2012 to Aug 15, 2013)
7090	Oper, Control Room	Start	$ 39.12	$ 39.12	$ 39.90

9785	Oper, Data Entry (March 2007 Hire)	Start	$ 13.89	$ 13.89	$ 14.17
		6 Months	$ 14.74	$ 14.74	$ 15.03
		1 Year	$ 15.54	$ 15.54	$ 15.85
		18 Months	$ 16.33	$ 16.33	$ 16.66
		2 Years	$ 17.14	$ 17.14	$ 17.48
		30 Months	$ 17.94	$ 17.94	$ 18.30
		3 Years	$ 18.73	$ 18.73	$ 19.10
		42 Months	$ 19.74	$ 19.74	$ 20.13

9535	Oper, Data Entry, Sr (March 2007 Hire)	Start	$ 22.02	$ 22.02	$ 22.46

9910	Oper, Data Entry, Trn (March 2007 Hire)	Start	$ 12.73	$ 12.73	$ 12.98
		6 Months	$ 13.54	$ 13.54	$ 13.81

7575	Oper, Diesel/Turbine	Start	$ 29.12	$ 29.12	$ 29.70
		6 Months	$ 31.38	$ 31.38	$ 32.01
		1 Year	$ 33.05	$ 33.05	$ 33.71

7510	Oper, Distribution System, Assistant	Start	$ 39.10	$ 39.10	$ 39.88
		1 Year	$ 39.64	$ 39.64	$ 40.43
		2 Years	$ 40.17	$ 40.17	$ 40.97

7219	Oper, Distribution System	Start	$ 40.17	$ 40.17	$ 40.97
		1 Year	$ 40.71	$ 40.71	$ 41.52

7213	Oper, Emerg Relief (Scrubber)	Start	$ 35.81	$ 35.81	$ 36.53

7260	Oper, Emerg Relief (Steam)	Start	$ 41.80	$ 41.80	$ 42.64

7222	Oper, Emergency Relief (Grid)	Start	$ 48.97	$ 48.97	$ 49.95

7223	Oper, Emergency Relief	Start	$ 45.16	$ 45.16	$ 46.06
	(Transmission & Distribution)
8772	Oper, Equip, Heavy	Start	$ 32.79	$ 32.79	$ 33.45
		1 Year	$ 33.47	$ 33.47	$ 34.14

8466	Oper, Equip, Heavy (Traveling)	Start	$ 33.47	$ 33.47	$ 34.14

8776	Oper, Equip, I	Start	$ 27.69	$ 27.69	$ 28.24
		6 Months	$ 29.05	$ 29.05	$ 29.63

8774	Oper, Equip, II	Start	$ 29.38	$ 29.38	$ 29.97
		1 Year	$ 30.74	$ 30.74	$ 31.35

8771	Oper, Serv, Equip II (Service)	Start	$ 29.38	$ 29.38	$ 29.97
		1 Year	$ 30.74	$ 30.74	$ 31.35

8773	Oper, Equip, III	Start	$ 32.98	$ 32.98	$ 33.64

8115	Oper, Gas Pressure	Start	$ 34.36	$ 34.36	$ 35.05


Job Class	Job Title	Wage Step	2010 Wage 2.5% (Aug 16, 2010 to Aug 15, 2011)	2011 Lump Sum 2% (Aug 16, 2011)	2012 Wage 2% (Aug 16, 2012 to Aug 15, 2013)
7221	Oper, Grid Reliability	Start	$ 44.30	$ 44.30	$ 45.19
		1 Year	$ 46.07	$ 46.07	$ 46.99
		2 Years	$ 47.87	$ 47.87	$ 48.83

9840	Oper, Mail Inserter (March 2007 Hire)	Start	$ 17.41	$ 17.41	$ 17.76
		6 Months	$ 17.68	$ 17.68	$ 18.03
		1 Year	$ 17.94	$ 17.94	$ 18.30
		18 Months	$ 18.18	$ 18.18	$ 18.54
		2 Years	$ 18.52	$ 18.52	$ 18.89
		30 Months	$ 18.99	$ 18.99	$ 19.37

9818	Oper, PBX (March 2007 Hire)	Start	$ 12.02	$ 12.02	$ 12.26
		6 Months	$ 13.03	$ 13.03	$ 13.29
		1 Year	$ 13.96	$ 13.96	$ 14.24
		18 Months	$ 14.86	$ 14.86	$ 15.16
		2 Years	$ 15.82	$ 15.82	$ 16.14
		30 Months	$ 16.74	$ 16.74	$ 17.07
		3 Years	$ 17.76	$ 17.76	$ 18.12

8750	Oper, Service Utility	Start	$ 21.43	$ 21.43	$ 21.86
	Integration Plan	6 Months	$ 23.67	$ 23.67	$ 24.14
		1 Year	$ 25.99	$ 25.99	$ 26.51
		18 Months	$ 27.60	$ 27.60	$ 28.15
		2 Years	$ 28.57	$ 28.57	$ 29.14
		Upgradeable	$ 31.38	$ 31.38	$ 32.01
		30 Months	$ 30.00	$ 30.00	$ 30.60

8750	Oper, Service Utility	Start	$ 21.43	$ 21.43	$ 21.86
	1% Integration Plan	6 Months	$ 23.90	$ 23.90	$ 24.38
		1 Year	$ 26.25	$ 26.25	$ 26.78
		18 Months	$ 27.88	$ 27.88	$ 28.44
		2 Years	$ 28.85	$ 28.85	$ 29.43
		Upgradeable	$ 31.69	$ 31.69	$ 32.32
		30 Months	$ 30.30	$ 30.30	$ 30.91

8750	Oper, Service Utility	Start	$ 21.43	$ 21.43	$ 21.86
	2% Integration Plan	6 Months	$ 24.14	$ 24.14	$ 24.62
		1 Year	$ 26.52	$ 26.52	$ 27.05
		18 Months	$ 28.16	$ 28.16	$ 28.72
		2 Years	$ 29.14	$ 29.14	$ 29.72
		Upgradeable	$ 32.00	$ 32.00	$ 32.64
		30 Months	$ 30.60	$ 30.60	$ 31.21

7220	Oper, Transmission System	Start	$ 41.90	$ 41.90	$ 42.74
		1 Year	$ 43.11	$ 43.11	$ 43.97


8511	Oper, Yard, Sr (Equity)	Start	$ 33.47	$ 33.47	$ 34.14


Job Class	Job Title	Wage Step	2010 Wage 2.5% (Aug 16, 2010 to Aug 15, 2011)	2011 Lump Sum 2% (Aug 16, 2011)	2012 Wage 2% (Aug 16, 2012 to Aug 15, 2013)
9624	Parts, Specialist, Utility Fleet	Start	$ 19.80	$ 19.80	$ 20.20
		6 Months	$ 20.73	$ 20.73	$ 21.14
		1 Year	$ 21.72	$ 21.72	$ 22.15
		18 Months	$ 23.29	$ 23.29	$ 23.76

8885	Patrolman, Line	Start	$ 29.05	$ 29.05	$ 29.63

7595	Patrolman, Line, Electric	Start	$ 36.49	$ 36.49	$ 37.22

9777	Rep, Accounts Payable (March 2007 Hire)	Start	$ 13.49	$ 13.49	$ 13.76
		6 Months	$ 14.42	$ 14.42	$ 14.71
		1 Year	$ 15.34	$ 15.34	$ 15.65
		18 Months	$ 16.26	$ 16.26	$ 16.59
		2 Years	$ 17.99	$ 17.99	$ 18.35
		30 Months	$ 19.73	$ 19.73	$ 20.12
		3 Years	$ 21.47	$ 21.47	$ 21.90

9725	Rep, Accts Payable, Sr (March 2007 Hire)	Start	$ 23.78	$ 23.78	$ 24.26

9861	Rep, Clerical (March 2007 Hire)	Start	$ 12.46	$ 12.46	$ 12.71
		6 Months	$ 13.49	$ 13.49	$ 13.76
		1 Year	$ 14.42	$ 14.42	$ 14.71
		18 Months	$ 15.35	$ 15.35	$ 15.66
		2 Years	$ 16.26	$ 16.26	$ 16.59
		30 Months	$ 17.20	$ 17.20	$ 17.54
		3 Years	$ 18.12	$ 18.12	$ 18.48
		42 Months	$ 19.33	$ 19.33	$ 19.72

9861 New	Rep, Clerical	Start	$ 12.46	$ 12.46	$ 12.71
		1 Year	$ 14.42	$ 14.42	$ 14.71
		2 Years	$ 16.26	$ 16.26	$ 16.59

9861 HH	Rep, Clerical (see footnote 1 )	Start	$ 12.46	$ 12.46	$ 12.71
		1 Year	$ 14.42	$ 14.42	$ 14.71
		2 Years	$ 16.26	$ 16.26	$ 16.59

9776	Rep, Cust Service	Start	$ 13.49	$ 13.49	$ 13.76
	(Hired before March )	6 Months	$ 14.42	$ 14.42	$ 14.71
		1 Year	$ 15.34	$ 15.34	$ 15.65
		18 Months	$ 16.26	$ 16.26	$ 16.59
		2 Years	$ 17.99	$ 17.99	$ 18.35
		30 Months	$ 19.73	$ 19.73	$ 20.12
		3 Years	$ 21.47	$ 21.47	$ 21.90

9776 New	Rep, Cust Service	Start	$ 13.49	$ 13.49	$ 13.76
		6 Months	$ 14.37	$ 14.37	$ 14.66
		1 Year	$ 16.44	$ 16.44	$ 16.77
		2 Years	$ 18.51	$ 18.51	$ 18.88

9776 HH	Rep, Cust Service (see footnote 1 )	Start	$ 13.49	$ 13.49	$ 13.76
		6 Months	$ 14.37	$ 14.37	$ 14.66
		1 Year	$ 16.44	$ 16.44	$ 16.77


Job Class	Job Title	Wage Step	2010 Wage 2.5% (Aug 16, 2010 to Aug 15, 2011)	2011 Lump Sum 2% (Aug 16, 2011)	2012 Wage 2% (Aug 16, 2012 to Aug 15, 2013)
		2 Years	$ 18.51	$ 18.51	$ 18.88

9735	Rep, Cust Service, Sr	Start	$ 23.78	$ 23.78	$ 24.26

9735 New	Rep, Cust Service, Sr	Start	$ 22.76	$ 22.76	$ 23.22

9850	Rep, Facilites	Start	$ 21.47	$ 22.76	$ 23.22


8966	Rep, Support Services	Start	$ 13.95	$ 13.95	$ 14.23
	(replaces, print shop clerk	6 Months	$ 14.75	$ 14.75	$ 15.05
	outside messanger, clerk and UMS)	1 Year	$ 15.54	$ 15.54	$ 15.85
		18 Months	$ 16.34	$ 16.34	$ 16.67
		2 Years	$ 17.13	$ 17.13	$ 17.47
		30 Months	$ 17.93	$ 17.93	$ 18.29

8716	Repairman, Construction	Start	$ 32.70	$ 32.70	$ 33.35

8530	Repairman, Tool	Start	$ 32.07	$ 32.07	$ 32.71

8535	Repairman, Tool (Power Prod)	Start	$ 29.01	$ 29.01	$ 29.59

7485	Serviceman, Cust	Start	$ 36.70	$ 36.70	$ 37.43

8730	Serviceman, Electric	Start	$ 26.96	$ 26.96	$ 27.50
		6 Months	$ 27.74	$ 27.74	$ 28.29
		1 Year	$ 29.77	$ 29.77	$ 30.37

8720	Serviceman, Equip	Start	$ 28.57	$ 28.57	$ 29.14

9745	Specialist, Meter Data (March 2007 Hire)	Start	$ 20.26	$ 20.26	$ 20.67
		1 Year	$ 22.45	$ 22.45	$ 22.90

6035	Sr Parts Spec, Utility Fleet	Start	$ 34.14	$ 34.14	$ 34.82

8847	Storekeeper	Start	$ 26.40	$ 26.40	$ 26.93
		6 Months	$ 27.51	$ 27.51	$ 28.06
		1 Year	$ 28.59	$ 28.59	$ 29.16
		18 Months	$ 29.34	$ 29.34	$ 29.93

8848	Storekeeper/Buyer/Planner (FC)	Start	$ 26.76	$ 26.76	$ 27.30
	(March 2007 Hire)	6 Months	$ 29.34	$ 29.34	$ 29.93
		1 Year	$ 31.94	$ 31.94	$ 32.58


8055	Surveyor	Start	$ 36.83	$ 36.83	$ 37.57

8780	Surveyor, Leak	Start	$ 27.70	$ 27.70	$ 28.25
		6 Months	$ 29.20	$ 29.20	$ 29.78
		1 Year	$ 30.93	$ 30.93	$ 31.55


Job Class	Job Title	Wage Step	2010 Wage 2.5% (Aug 16, 2010 to Aug 15, 2011)	2011 Lump Sum 2% (Aug 16, 2011)	2012 Wage 2% (Aug 16, 2012 to Aug 15, 2013)
7133	Tech, Comm Sys	Start	$ 42.11	$ 42.11	$ 42.95
		1 Year	$ 42.99	$ 42.99	$ 43.85
		2 Years	$ 44.30	$ 44.30	$ 45.19

7146	Tech, Communications	Start	$ 39.55	$ 39.55	$ 40.34
		6 Months	$ 41.51	$ 41.51	$ 42.34

7075	Tech, Control	Start	$ 39.55	$ 39.55	$ 40.34
		6 Months	$ 41.51	$ 41.51	$ 42.34

7110	Tech, Electrical Plant	Start	$ 38.56	$ 38.56	$ 39.33

7156	Tech, Electrical/Instrument	Start	$ 40.49	$ 40.49	$ 41.30

7073	Tech, Instruction/Standards	Start	$ 38.89	$ 38.89	$ 39.67

7150	Tech, Instrument	Start	$ 38.56	$ 38.56	$ 39.33

7515	Tech, Lab	Start	$ 35.98	$ 35.98	$ 36.70

8946	Tech, Mapping I	Start	$ 18.73	$ 18.73	$ 19.10
		6 Months	$ 19.71	$ 19.71	$ 20.10
		1 Year	$ 20.87	$ 20.87	$ 21.29
		18 Months	$ 22.06	$ 22.06	$ 22.50
		2 Years	$ 23.22	$ 23.22	$ 23.68
		30 Months	$ 24.35	$ 24.35	$ 24.84

8945	Tech, Mapping II	Start	$ 25.48	$ 25.48	$ 25.99
		1 Year	$ 26.83	$ 26.83	$ 27.37
		2 Years	$ 28.24	$ 28.24	$ 28.80

8391	Tech, Mapping Sr	Start	$ 29.74	$ 29.74	$ 30.33
		1 Year	$ 31.30	$ 31.30	$ 31.93
		2 Years	$ 32.94	$ 32.94	$ 33.60

7165	Tech, Meter, I	Start	$ 38.01	$ 38.01	$ 38.77
		1 Year	$ 38.27	$ 38.27	$ 39.04

7170	Tech, Meter, II	Start	$ 38.89	$ 38.89	$ 39.67

7175	Tech, Meter, Sr	Start	$ 40.00	$ 40.00	$ 40.80

7125	Tech, Regulator Gas	Start	$ 33.89	$ 33.89	$ 34.57
		1 Year	$ 36.01	$ 36.01	$ 36.73

7015	Tech, Relay Control, Sr	Start	$ 42.11	$ 42.11	$ 42.95
		1 Year	$ 42.99	$ 42.99	$ 43.85
		2 Years	$ 44.30	$ 44.30	$ 45.19

8888	Technician, Service	Start	$ 23.08	$ 23.08	$ 23.54
	Formerly Utilityman, Service	6 Months	$ 23.75	$ 23.75	$ 24.23
		1 Year	$ 25.16	$ 25.16	$ 25.66


Job Class	Job Title	Wage Step	2010 Wage 2.5% (Aug 16, 2010 to Aug 15, 2011)	2011 Lump Sum 2% (Aug 16, 2011)	2012 Wage 2% (Aug 16, 2012 to Aug 15, 2013)
7155	Tech, Shift, Instrmt/Ctrl	Start	$ 38.27	$ 38.27	$ 39.04
		6 Months	$ 39.16	$ 39.16	$ 39.94
		1 Year	$ 39.96	$ 39.96	$ 40.76

7052	Tech, Substation	Start	$ 42.11	$ 42.11	$ 42.95

6052	Trainer, Lines	Start	$ 44.66	$ 44.66	$ 45.55

6030	Trainer, Substation	Start	$ 45.04	$ 45.04	$ 45.94

7225	Troubleman, Electric	Start	$ 41.21	$ 41.21	$ 42.03

9115	Utility Material Specialist	Start	$ 20.26	$ 20.26	$ 20.67
		6 Months	$ 22.10	$ 22.10	$ 22.54
		1 Year	$ 23.23	$ 23.23	$ 23.69
		18 Months	$ 24.42	$ 24.42	$ 24.91
		2 Years	$ 25.54	$ 25.54	$ 26.05
		30 Months	$ 26.72	$ 26.72	$ 27.25

8842	Utility Material Specialist I	Start	$ 28.39	$ 28.39	$ 28.96
		6 Months	$ 29.34	$ 29.34	$ 29.93

9116	Utility Material Specialist-GN	Start	$ 19.78	$ 19.78	$ 20.18
		6 Months	$ 22.10	$ 22.10	$ 22.54
		1 Year	$ 23.23	$ 23.23	$ 23.69
		18 Months	$ 24.42	$ 24.42	$ 24.91
		2 Years	$ 25.54	$ 25.54	$ 26.05
		30 Months	$ 26.72	$ 26.72	$ 27.25

9118	Utility, Material Spec, Trn	Start	$ 19.78	$ 19.78	$ 20.18

8655	Utilityman, Gas	Start	$ 31.60	$ 31.60	$ 32.23

8420	Utilityman, Maint, Sr	Start	$ 28.57	$ 28.57	$ 29.14
		6 Months	$ 29.43	$ 29.43	$ 30.02
		1 Year	$ 30.08	$ 30.08	$ 30.68
		2 Years	$ 31.67	$ 31.67	$ 32.30

7601	Utilityman, Substation	Start	$ 33.08	$ 33.08	$ 33.74

8890	Utilityworker, Comm (Equity)	Start	$ 28.58	$ 28.58	$ 29.15
		6 Months	$ 30.00	$ 30.00	$ 30.60
		1 Year	$ 31.51	$ 31.51	$ 32.14
		18 Months	$ 33.08	$ 33.08	$ 33.74

9585	Utilityworker, Universal	Start	$ 24.81	$ 24.81	$ 25.31
		6 Months	$ 26.05	$ 26.05	$ 26.57
		1 Year	$ 27.35	$ 27.35	$ 27.90
		18 Months	$ 28.71	$ 28.71	$ 29.28
		2 Years	$ 30.15	$ 30.15	$ 30.75


Job Class	Job Title	Wage Step	2010 Wage 2.5% (Aug 16, 2010 to Aug 15, 2011)	2011 Lump Sum 2% (Aug 16, 2011)	2012 Wage 2% (Aug 16, 2012 to Aug 15, 2013)
7380	Welder/Mechanic	Start	$ 38.55	$ 38.55	$ 39.32

9250	Worker, Building Service, Ld (March 2007 Hire)	Start	$ 19.75	$ 19.75	$ 20.15
		6 Months	$ 20.40	$ 20.40	$ 20.81
		1 Year	$ 21.56	$ 21.56	$ 21.99
1 Hiring Hall employees will be given an option of receiving extra pay in lieu of medical benefits, pretax, to be used to purchase medical benefits. If Hiring Hall employees use less than the pretax credit to purchase medical coverage, then the remainder will be paid as wages and subject to applicable taxes. This additional hourly amount will be 82% of the Employee and Spouse HMO premium.

ATTACHMENT II

EXHIBIT "B" (1)

(as Amended March 2007)

CLASSIFICATIONS AND JOB DESCRIPTIONS

Note: Classifications preceded by an (*) are subject to the provisions of Section 5.3(a), (b), (c), (d) and (e).

7653 *APPRENTICE, TELECOMMUNICATIONS TECHNICIAN

An employee who is engaged in performing work as an assistant to, or under the general direction of, employees in higher classifications within the Telecommunications department while training for journeyman Telecommunications Technician. In order to gain experience for advancement, he may be required to work alone, or under direct supervision, on jobs for which he has been trained and instructed. The employee’s educational and general qualifications must be such that he is considered capable of attaining journeyman status. The employee must possess any one of the following, a FCC General Radio Telephone Operator License, National Association of Business and Educational Radio (NABER) certificate, or National Association of Radio and Telecommunications Inc. (NARTI) certificate.

7635 *APPRENTICE, CONSTRUCTION REPAIRMAN

An employee who is engaged in performing work as an Assistant to, or under the general direction of, employees in higher rated classifications within the Construction Department while training for a Journeyman. In order to gain experience for advancement, he may be required to work alone or under direct supervision on jobs for which he has been trained and instructed. The employee's educational and general qualifications must be such that he is considered capable of attaining Journeyman status.

7684 *APPRENTICE, CUSTOMER SERVICEMAN

An employee who is engaged in performing work as an assistant to or under the general direction of a Serviceman, Customer, while training for a Journeyman. In order to gain experience for advancement, he may be required to work alone or under direct supervision on jobs for which he has been trained and instructed. The employee's educational and general qualifications must be such that he is considered capable of attaining Journeyman status. Must be able to write legibly and maintain a neat, clean appearance and must be qualified to work with the public.

An Apprentice, Customer Serviceman shall be required by Company to reside within a thirty-five (35) mile radius of the Company headquarters to which they regularly report.

7641 *APPRENTICE, ELECTRICIAN

An employee who is engaged in performing work as an assistant to or under the general direction of employees in higher rated classifications within the general Measurement and Test Department Occupational Group while training for a Journeyman. In order to gain experience for advancement, he may be required to work alone or under direct supervision on jobs for which he has been trained and instructed. The employee's educational and general qualifications must be such that he is considered capable of attaining Journeyman status.

7645 *APPRENTICE, ELECTRICIAN, MAINTENANCE

An employee who is engaged in performing work as an assistant to, or under the general supervision of, a Journeyman Maintenance Electrician. In order to gain experience for advancement, he may be required to work alone or under direct supervision on jobs for which he has been trained and instructed. His education and general qualifications must be such that he is considered capable of attaining Journeyman status.

7642 *APPRENTICE, ELECTRICIAN, UNDERGROUND

An employee who is engaged in performing work as an assistant to, or under the general direction of an Underground Electrician while training for a Journeyman. In order to gain experience for advancement, he may be required to work alone or under direct supervision on jobs for which he has been trained and instructed. Employee's education and general qualifications must be such that he is considered capable of attaining Journeyman status.

7681 *APPRENTICE, FABRICATOR/WELDER

An employee who is engaged in performing work as an assistant to or under the general direction of a Fabricator/Welder while training for a Journeyman. In order to gain experience for advancement, the apprentice may be required to work alone or under direct supervision on jobs for which the employee has been trained and instructed. The general qualifications and educational experience must be such that the apprentice must be considered capable of Journeyman status.

7691 *APPRENTICE, FITTER

An employee who installs and maintains gas pipes, mains and accessories under the general direction of a Foreman, Fitter, or other experienced and qualified personnel while training for a Journeyman classification. In order to gain experience for advancement, he may be required to work alone or under direct supervision on jobs for which he has been trained and instructed. The employee's education and general qualifications must be such that he is considered capable of obtaining Journeyman status. Before obtaining Journeyman status, he must qualify by test and demonstrate an ability to handle tools and operate equipment, such as earth boring machines, line stopping and tapping machines, pipe locators, gas leakage detection equipment, holiday detectors, compressors and other equipment commonly used in the trade.

7692 *APPRENTICE, FITTER/WELDER

An employee who installs and maintains gas pipes, mains and accessories under the general direction of a Foreman, Fitter/Welder or other experienced and qualified personnel while training for a Journeyman. In order to gain experience for advancement, he may be required to work alone or under direct supervision on jobs for which he has been trained and instructed. The employee's education and general qualifications must be such that he is considered capable of attaining Journeyman status. Before attaining Journeyman status he must qualify by test under the requirements for gas and electric arc welding for certification in accordance with Department of Transportation regulations. Before obtaining Journeyman status, he must qualify by test and demonstrate an ability to handle tools and operate equipment, such as earth boring machines, line stopping and tapping machines, pipe locators, gas leakage detection equipment, holiday detectors, compressors and other equipment commonly used in the trade. Employees with one (1) year or more Company experience as a Fitter transferring into this classification will be given credit for completion of six (6) months time in the classification and shall not suffer a wage reduction.

7651 *APPRENTICE, INSTRUMENT TECHNICIAN

An employee who is engaged in performing work as an assistant to or under the same general direction of an Instrument Technician while training for a Journeyman. In order to gain experience for advancement, he may be required to work alone or under direct supervision on jobs for which he has been trained and instructed. The employee's educational and general qualifications must be such that he is considered capable of attaining Journeyman status.

7631 *APPRENTICE, LINEMAN

An employee who is engaged in performing work as an assistant to or under the general direction of a Lineman while training for a Journeyman. In order to gain experience for advancement, he may be required to work alone or under direct supervision on jobs for which he has been trained and instructed. The employee's education and general qualifications must be such that he is considered capable of attaining Journeyman status.

7685 *APPRENTICE, MACHINIST

An employee who is engaged in performing work as an assistant to or under the general direction of a Machinist while training for a Journeyman. In order to gain experience for advancement, he may be required to work alone or under direct supervision on jobs for which he has been trained and instructed. The employee's educational and general qualifications must be such that he is considered capable of attaining Journeyman status.

7680 *APPRENTICE, MECHANIC

An employee who is engaged in performing work as an assistant to or under the general direction of a Mechanic, while training for a Journeyman. In order to gain experience for advancement, he may be required to work alone or under direct supervision on jobs for which he has been trained and instructed. The employee's educational and general qualifications must be such that he is considered capable of attaining Journeyman status.

7652 *APPRENTICE, MECHANIC, DIESEL/TURBINE

An employee who is engaged in performing work as an assistant to or under the general direction of a Diesel-Turbine Mechanic while training for a Journeyman. In order to gain experience for advancement he may be required to work alone or under direct supervision on jobs for which he has been trained and instructed. The employee's educational and general qualifications must be such that he is considered capable of attaining Journeyman status.

7687 *APPRENTICE, METERMAN, GAS

An employee who is engaged in performing work as an assistant to or under the general direction of a Meterman, Gas while training for a Journeyman. In order to gain experience for advancement, he may be required to work alone or under direct supervision on jobs for which he has been trained and instructed. The employee's educational and general qualifications must be such that he is considered capable of attaining Journeyman status.

7693 * APPRENTICE, OPERATOR, GAS PRESSURE

An employee who is engaged in performing work as an assistant to or under the general direction of employees in higher classifications within the general Gas Production Occupational Group while training for Gas Pressure Operator. In order to gain experience for advancement, he may be required to work alone or under the direct supervision on jobs for which he has been trained and instructed. May be assigned to other duties as required to assure safe and reliable gas supply throughout the system. This position is a “shift” employee.

7689 *APPRENTICE, PLANT MECHANIC

An employee who is engaged in performing work as an assistant to, or under the direction of a Plant Mechanic or Mechanic/Machinist or Mechanic/Welder while training for Plant Mechanic. In order to gain experience for advancement, he may be required to work alone or under general supervision on jobs for which he has been trained and instructed. His education and general qualifications must be such that he is considered capable of attaining Journeyman status.

7632 *APPRENTICE, TECHNICIAN, ELECTRICAL, PLANT

An employee who is engaged in performing work as an assistant to, or under the general supervision of a Journeyman Plant Electrical Technician. In order to gain experience for advancement, he may be required to work alone or under direct supervision on jobs for which he has been trained and instructed. His education and general qualification must be such that he is considered capable of attaining Journeyman status.

7690 *APPRENTICE, TECHNICIAN, LAB

An employee who is engaged in performing work as an assistant to or under the same general direction of a Laboratory Technician while training for a Journeyman. In order to gain experience for advancement, he may be required to work alone or under direct supervision on jobs for which he has been trained or instructed. The employee's educational and general qualifications must be such that he is considered capable of attaining Journeyman status.

7673	*APPRENTICE, TECHNICIAN, METER

An employee who is engaged in performing work as an assistant to or under the general direction of employees in higher rated classifications, within the Electric Metering Department, while training for Technician, Meter I. In order to gain experience for advancement, he/she will be required to work alone or under direct supervision on jobs for which he/she has been trained and instructed. The employee's educational and general qualifications must be such that he is considered capable of attaining Technician I status. Applicants will be expected to prove possession of these qualifications by successfully passing a test with a score of 75% or better.

8051	*CHIEF, CREW

Directs the work and activities of the Survey Crew in the performance of measurements upon the land of features and fixtures of Company-owned land and land rights, construction layout and staking of improvements and facilities, and other survey related activities in support of Company objectives. Maintains and operates all survey and survey related equipment. Checks plans for accuracy, performs research, calculations and other field checks to insure correctness, maintains data collector files, and oversees survey crew to make sure correct survey procedures and safety requirements are met. Possesses fundamental knowledge of land Survey principles and practices and actively pursues performance excellence. The Crew Chief shall be responsible for the survey crew’s activities in the performance of their duties. Performs such other duties in the field or office as may be assigned. Upon obtaining a Professional Land Surveyor’s license, employee shall automatically progress to Surveyor.

9730 CLERK, REMITTANCE PROCESSING, SENIOR

An employee who has demonstrated to the satisfaction of the Company, a thorough knowledge of remittance processing system by training and working in the remittance processing unit. Will perform a variety of skilled tasks dealing with the orderly flow of work within the remittance processing unit. Such employees will be responsible for:

The timely and accurate processing of customer payments, preparation of bank deposits, electronic transmittal of daily customer revenue transactions, and the submittal of daily reports and records as assigned,

Training remittance processing equipment operators and clerical representatives,

Review and edit of work processed,

Operation of all remittance processing equipment including data management computer and various office machines, and

Other assigned clerical functions as required. Directs the activities of other departmental personnel as required.

Required to be effective when working with the public and responding to customer requests and inquiries, as well as have other qualifications and qualities generally accepted as being desirable in a customer services classification. Required to make independent decisions as necessary to satisfy customer needs and provide quality customer service.

8645	* COORDINATOR,FLEET ASSETS/SPECIAL PROJECTS

An employee who is responsible for ordering and tracking of all new vehicles and equipment. Coordinate all up-fitting and after-market equipment of all new vehicles and equipment. Take delivery, and perform inspections of all new vehicles and equipment to insure the quality and accuracy of the up-fitting work performed as per RFP and bid specification. Oversee the installation of all after-market equipment ensuring the proper, safe, timely, and appropriate installation of that equipment. Identify customer/operator specific needs and coordinate the necessities for each vehicle and equipment. Organize and maintain the files and folders for each vehicle or piece of equipment. Work with the Licensing Coordinator regarding the appropriate licensing for each vehicle and equipment. Schedule and coordinate the vehicle/equipment disposals with the current auction company on contract ensuring that all vehicle/equipment are disposed of properly and accurately. Responsible for the vehicle/equipment donation program. Work with Public-Community Relations department to ensure the proper vehicle/equipment meets the needs of the requester. Coordination of vehicle/equipment trade-ins as need. Central point of contact between customers and external customers, firms, and local agencies as required for vehicle/equipment auctions, donations, and trade-ins. Responsible for notifying Plant Accounting by using the Fleet Services TCF from when vehicle is pending, retired, donated, or traded-in. Under supervision of the Team Leader, ensures projects are constructed on or before established dates within the allocated budget. Work closely and cooperatively with all co-workers, customers, and vendors to ensure a consistently high degree of success in support and coordination of assets. Provide professional representation and communication with all levels of internal and external customers. Assists in the preparation of papers on issues pertaining to Fleet Vehicles. Provide administrative support to ensure consistent work flow of Fleet assets. Work on multiple tasks simultaneously applying analytical, technical, and organizational skills to accomplish and ensure the efficient and successful completion of projects. Remain current with all company policy, procedure and training. Work independently to perform all responsibilities. Perform other special projects or duties as assigned. May require testing.

8640 *COORDINATOR, FLEET REPAIR/LICENSING

An employee who is responsible for entering vehicle repair order data into the Transportation Management Information System. These functions shall be performed cost effectively, accurately, and in accordance with departmental and Company guidelines, policies and procedures. Also responsible for verification of all labor parts and commercial (outside shop) costs for the fleet by direct computer input into the Transportation Management System.

This position will also be responsible for performing all duties related to licensing the fleet, both in Nevada and California. This shall include any special permits that may be required. This entails preparation of the necessary paperwork, securing the funds, obtaining the license plates, registration, renewal tags and titles, either personally or by mail, as required. Will be responsible for the maintenance of all data and documents into the fleet vehicle files.

Requires comprehensive knowledge of overall fleet operations. Possess good knowledge related to automotive maintenance terminology, practices, parts, and licensing. Ability to communicate effectively and courteously with Company and non-Company personnel. Possess experience of direct computer data entry and comprehensive knowledge of Fleet Services Department shop policies and procedures.

8944 *DRAFTSMAN

An employee who is training for advancement to Senior Draftsman and under general direction uses computer-aided drafting skills to prepare sketches, diagrams, single line job drawings, job maps and when required, makes field checks in connection with such maps. Interprets and maps verbal and written instructions, rough sketches, and data collected by Engineers, Planners, Estimators or Surveyors. Consults standard maps of cities, subdivision plats, railroads and highways in connection with the preparation of new maps for plotting distribution lines and facilities. Reproduces maps and revises maps as changes occur and maintains up-to-date distribution maps of Electric and Gas systems. From data provided, prepares base maps for job drawings. May engage in the operation and care of printers, plotters, copy machines and miscellaneous minor maintenance of equipment. May assist in occasional reducing of field survey notes and field checking. May be required to make mechanical and architectural drawings. May perform clerical work related to the Drafting Department. Performs other related duties as may be required by the Supervisor. The employee must possess an aptitude for the work, a working knowledge of Computer Aided Drafting (CAD) and mathematics, including geometry. Some knowledge of utility operation is desirable. May be required to pass an oral or written examination or performance test covering these qualifications.

8380 *DRAFTSMAN, LAND

An employee who, under the supervisor, assembles preliminary information and does automated drafting, and general mapping work in connection with the acquisition of Rights-of-Way, composes legal descriptions,, searches County records, and processes other necessary forms for the granting and procuring of easements, rights-of-way, highway and railroad crossing permits, government permits, and other land documents. Plots profiles, makes routine calculations, and reduces

field notes. Training and/or experience, in mapping, drafting and mathematics will be required. May be required to take an oral or written examination or performance test covering these qualifications.

8390 *DRAFTSMAN, SENIOR

An employee who, under the supervision of the Drafting Supervisor, uses computer aided drafting skills to prepare sketches, diagrams, single line job drawings, job maps and when required, makes field checks in connection with such maps. Interprets and maps verbal and written instructions, rough sketches, and data collected by Engineers, Planners, Estimators or Surveyors. Consults standard maps of cities, subdivision plots, railroads, and highways in connection with the preparation of new maps for plotting distribution lines and facilities. Reproduces maps and revises maps as changes occur and maintains up-to-date distribution maps of Electric and Gas systems. From data provided, prepares base maps for job drawings. May engage in the operation and care of printers, plotters, copy machines and miscellaneous minor maintenance of equipment. May do occasional reducing of field survey notes and field checking. May be required to make mechanical and architectural drawings. May perform clerical work related to the Drafting Department. Performs other related duties as may be required by the Supervisor. The employee must possess an aptitude for the work, a working knowledge of Computer Aided Drafting (CAD) and mathematics, including geometry. Some knowledge of utility operation is desirable. May be required to pass an oral or written examination or performance test covering these qualifications.

8770 *DRIVER, TRANSPORT

An employee who drives truck transporting supplies and equipment; loads and unloads trucks; may act as Field Clerk, taking care of timesheets and material records; responsible for keeping tools in good order; assists crews with work. Will be selected on the basis of qualifications, experience and performance to operate a fifth-wheel tractor with 2 or 3 axles which tows a trailer or semi-trailer.

6385 *DRIVER, TRANSPORT, HEAVY

An employee who drives heavy over-the-road transport truck transporting supplies, materials and equipment. Assignments are often in remote areas and without direct supervision or assistance. Loads and unloads trucks, using fork lifts, boom trucks or other equipment. Operates fixed and attached equipment; may act as Universal Utilityworker , taking care of time cards and material records; responsible for keeping trailers and cargo in safe and operational order assists crews with work. Must be familiar with loading and tie-down procedures, permits, routes, clearances and hold a valid Class A Drivers License with Hazardous Materials Endorsement and all other pertinent endorsements required to perform job functions. Must be qualified to load and unload a wide variety of power-operated construction equipment, vehicles, materials, structures and variety of odd shapes, sizes and weights of materials. Must be qualified to operate a fifth-wheel tractor with 2 or 3 axles with a semi-trailer or lowboy trailer or multiple trailers for standard loads, or special permit loads which may be loaded non typical loads and special permit loads which may be loaded with variety of cargoes of materials, supplies or equipment. Responsible for ordering and maintaining all permits required to perform job duties. Responsible to complete job-related clerical work in a legible fashion and may be required to assist in training. Applicant will be selected on the basis of qualifications and experience.

8970 *DRIVER, TRUCK

8845 *DRIVER, TRUCK, HEAVY

An employee who drives truck transporting men, supplies and equipment; loads and unloads truck; operates fixed and attached equipment; may act as Field Clerk taking care of time cards and material records; responsible for keeping tools in good order; assists crews with work; must be familiar with loading and tie-down procedures. Will be selected on basis of qualifications, experience and performance to operate a truck with three (3) or more axles such as a dump truck, winch truck, boom truck, flat rack, or a similar truck or a two (2) axle truck towing a trailer rated at 6,000 pounds gross vehicle weight or more.

7340 *ELECTRICIAN

An employee who is qualified by training and knowledge to construct, erect, and maintain substations. Must be qualified by training and knowledge to install, maintain, test, and repair substation, generating station and distribution equipment including but not limited to transformers, regulators, tap changing devices, circuit breakers, switchboards, generators, and other rotary equipment. Must be qualified to perform switching. Must be able to lay out, assemble, install, test, and maintain electrical fixtures, apparatus and wiring. When under direct supervision may be required to perform work on protective relaying, communications equipment, Supervisory control and related equipment. Must have successfully completed the Electrician Apprentice training program or equivalent.

7338 * ELECTRICIAN, FACILITIES

An employee who is a journeyman Electrician and is engaged in building maintenance testing, repairing, maintaining and installing all types of electrical equipment in Company buildings. Must be licensed by city and state agencies as journeyman electrician. Must have extensive knowledge of versa-trak systems, Uninterruptible Power Supply (UPS) systems, building management systems, lighting systems, fire alarm and security systems. Will be required to inspect work of contract electricians. Must have extensive knowledge of commercial building electrical systems. Will be required to instruct or advise operating personnel on problems relating to electrical equipment. Must have a thorough knowledge with the Company’s electrical and mechanical tagging and safety rules and be able to render first aid. Will be required to drive company vehicles.

7310 *ELECTRICIAN, MAINTENANCE

An employee who is a Journeyman and is engaged in testing, repairing, maintaining and installing all types of electric equipment in generating stations. May be required to do plant and plant substation switching. May be required to do incidental welding, such as tack hangers and test welding machines after repair, etc. Must be qualified to operate station crane. His background of apprenticeship and experience must be such as to qualify him to perform these duties with skill and efficiency. He may also be required to instruct or advise operating personnel on problems pertaining to electrical equipment. He must be thoroughly familiar with Company's electrical and mechanical tagging and safety rules and be able to render first aid. May at times be required to drive light and heavy vehicles.

7325 *ELECTRICIAN, PLANT

An employee who is a Journeyman and is engaged in testing, repairing, maintaining and installing all types of electric equipment in generating stations. May be required to do plant and plant substation switching. May be required to do incidental welding, such as tack hangers and test welding machines after repair, etc. His background of apprenticeship and experience must be such as to qualify him to perform these duties with skill and efficiency. He may also be required to instruct or advise operating personnel on problems pertaining to electrical equipment. He must be thoroughly familiar with Company's electrical and mechanical tagging and safety rules and be able to render first aid.

7345 *ELECTRICIAN, UNDERGROUND

An employee who is a Journeyman qualified by training and knowledge of underground circuits, substations and apparatus to test, maintain and install duct line, cable, conduits, risers, Company-owned customer outdoor lighting equipment, circuit breakers, transformers and associated equipment. Must be able to climb and perform Lineman's work such as making underground connections on customer services and substation feeder installations. Is required to drive truck and operate the fixed and attached equipment. May be required to keep time cards and material records.

7545

*FABRICATOR/CONSTRUCTION/MAINTENANCE WELDER, CERTIFIED

A Journeyman employee engaged in the construction, repair and maintenance of gas and power systems and fleet vehicles. Performs basic metal working such as sheet metal layout and forming, threading of bolts and pipe, cutting and fitting of large pipes and culverts, layout and fitting of all types of structural shapes. Performs specialty work that is not available from outside suppliers, such as, construction of trailers, meter manifolds, meter sets and associated piping including gas pipelines, access gates, platforms, valve tools/keys, rebar fabrication, and special engineering designs. Performs welding on man-related equipment such as manlifts and derricks. Fabricates, repairs, sharpens, and tempers tools and equipment using a forge, anvil and trip hammer.

Field work performed includes substation modification and erection, aluminum bus welding, gates and component fabrication, aerial welding and repair. Emergency repair and new construction of gas and electrical systems, as well as vehicle and equipment repair may also be required.

Must be able to read and interpret drawings and layouts that are given as guidelines for the desired end product, as well as listening to a verbal description of a desired product or problem and come up with an acceptable solution. Must have a working knowledge of math to perform layouts as well as being informed as to the types of materials available from suppliers to do the various jobs. Must be knowledgeable in the use of electric welding and cutting, including metal inert gas (MIG), heliarc (TIG) welding, hard surfacing, and all aspects of acetylene welding including cutting. Must also have a working knowledge of plumbing, both pressure and non-pressure systems.

Requires: 1) certification in API 1104 12” butt and 12” branch on connection (using Sierra Pacific Gas Department procedures), 2) complete and maintain Gas Operator Qualification and AWS D1.1 structural/plate using E7018 weld rod in the 3G vertical and 4G overhead position and semi automatic wire feed process in the 3G vertical and 4G overhead position. Employee will be included in DOT gas pipeline random drug and alcohol testing as outlined in 49 CFR Part 40 and 199.

7615 *FABRICATOR/WELDER

An employee engaged in making and repairing parts of equipment and tools. The forge and trip hammer are used for sharpening and tempering of tools. Must read and interpret drawings and layouts that are given as guides for the desired end product. Performs basic metal working such as sheet metal layout, threading of bolts and pipe, cutting and fitting of large pipes and culverts, layout and fitting of all types of structural shapes. Must be knowledgeable in the use of electric welding and cutting, including metal inert gas (MIG), heliarc (TIG) welding, hard surfacing and all aspects of acetylene welding including cutting and brazing.

An employee in this position will be required to obtain the following certifications within 6 months and will be advanced to the position of Fabricator/Construction/Maintenance, Welder Certified. 1) certification in API 1104 12” butt and 12” branch on connection (using Sierra Pacific Gas Department procedures), 2) complete and maintain Gas Operator Qualification and AWS D1.1 structural/plate using E7018 weld rod in the 3G vertical and 4G overhead position and semi automatic wire feed process in the 3G vertical and 4G overhead position. Employee will be included in DOT gas pipeline random drug and alcohol testing as outlined in 49 CFR Part 40 and 199. Failure to achieve these certifications will require the employee to return to his/her former job classification.

8620 *FACILITIES LOCATOR

An employee who has had at least one (1) year's experience as either an Apprentice Lineman, Apprentice Fitter, or equivalent experience. The employee's educational and general qualifications must be such that he is considered capable of attaining knowledge of gas, or electrical facilities and capable of learning the application of pipe and cable locator equipment to locate these facilities. When it is necessary to connect to live electrical circuits with locating equipment or to enter vaults, containing live circuits, only an employee with one (1) year's experience as Apprentice Lineman or equivalent experience will be qualified to do so. May be required to investigate and report on damage to Company facilities. Must be able to write legibly and maintain a neat, clean appearance and must be qualified to work with the public.

8625	*FACILITIES LOCATOR, SENIOR

Must have a minimum of five (5) years as a Facilities Locator. The employee shall have a comprehensive understanding and the ability to locate both electric and gas utilities. Must be able to demonstrate educational and general knowledge of gas and electrical facilities. Must have past knowledge/experience in the application of pipe and cable locator equipment. Required to make independent decisions as necessary to satisfy customers’ needs and provide on-the-job training. Shall work with contract locating personnel on a daily basis and educate them as necessary on Company specific and peculiar gas and electric systems, installations and facilities. Will answer questions, perform quality control locating of and with contract locating personnel, and perform problem locates when required. Employee must have completed visual inspection permit training. Will be required and trained, to visually look into vaults, transformers, boxes or any other appurtenances, necessary to physically see where electric and gas facilities are present. May be required to assist Company Claims personnel with investigations of damage to Company facilities. Must be able t write legibly and maintain a neat, clean appearance and must be qualified to work with the public.

7620 *FITTER

An employee who is a Journeyman and is qualified by training and knowledge to install and repair gas services, mains and appurtenances, locate and repair leaks, do miscellaneous pipe fitting and operate equipment such as earth boring machines, line stopping and tapping machines, pipe locators, gas leakage detection equipment, holiday detectors, and compressors. Must meet the minimum requirements of CFR 49 Part 192, Pipeline Safety Operator Qualification for the covered tasks associated with the Fitter classification. Understands the use of tools in connection with pipe work and the installation of all types of pipe. May be required to prepare ground for installation of mains and services and restore ground to required condition. May be assigned to other work as the occasion arises, including the installation of meters and regulators; may be required to relight gas appliances during seasonal relighting program or in times of emergency. May be required to complete job related clerical work and assist in training. Must have successfully completed the Apprentice Fitter Training Program or equivalent.

7460 * FITTER/WELDER

An employee who is a Journeyman and is qualified by training and knowledge to install and repair gas services, mains and appurtenances, locate and repair leaks, do miscellaneous pipe fitting and operate equipment such as earth boring machines, line stopping and tapping machines, pipe locators, gas leakage detection equipment, holiday detectors, and compressors. Must meet the minimum requirements of CFR 49 Part 192, Pipeline Safety Operator Qualification for the covered tasks associated with the Fitter classification. Does gas and electric welding and is required to be certified by testing in accordance with the Department of Transportation regulations and repair work on gas lines and their accessories. Will be required to prepare ground for the installation of mains and services and restore ground to required condition. May be assigned to other work as the occasion arises, including the installation of meters and regulators and may be required to relight gas appliances during seasonal relighting program or in times of emergency. May be required to complete job related clerical work and assist in training. Must have successfully completed the Apprentice Fitter Welder Training Program or equivalent.

6022 *FOREMAN, COMMUNICATION SYSTEMS, WORKING

An employee, who possesses the necessary knowledge and skills through experience and training to work and direct the activities of Telecommunications Technicians and other personnel assigned to the Telecommunications Department. The employee must be capable of directing personnel and planning work in a safe and efficient manner. Coordination of work with other departments including: ESCC, SCAT, ITT and others is a primary responsibility of this position. This position will be required to keep time for the personnel assigned to the group supervised by this position; this will include responsibility for scheduling normal and overtime work. The person in these positions must be qualified by training and knowledge to install, maintain, repair, adjust or program various types of telecommunication voice and data transmission equipment. Must have a thorough knowledge of the SCADA system and be capable of performing maintenance and repair on that equipment or any peripheral equipment associated with the system. Other equipment skills may include, but not limited to, the EMS computer various SCADA RTU’s, UPS, digital and analog microwave radios, fiber optic SONET multiplexers, digital T1 multiplexers, digital cross connect switches, automatic telephone PBX, key systems and telephones, electric and gas system telemetering equipment, transfer trip equip, power line carrier RF equip, trunked radio system, spread spectrum and two-way radios, and other telecommunications and electronic work as may be required. The employee may be required to assist Telecommunications Engineers with system circuit design and project planning. The employee must have a working knowledge of laptop computers. The employee may be required to assist in the training of department personnel.

Prerequisites:

a) Must have completed a minimum of two (2) years as a Communication Systems Technician.

6281 *FOREMAN, CONSTRUCTION, WORKING, HEAVY

An employee who is qualified to work with, direct, and coordinate the daily activities of a crew engaged in heavy construction, maintenance, and/or repair of all civil/structural portions of utility facilities. Must be thoroughly qualified by training, knowledge, and experience as to the proper methods and procedures required to perform tasks typically classified as carpentry, masonry, concrete work, ironwork, hazardous waste handling, site work, and earthwork, in a safe and efficient manner. May be required to direct and coordinate activities of Laborers, Apprentice Construction Repairmen, Construction Repairmen, Construction Inspectors, Truck Drivers, Transport Drivers, and Equipment Operators, although crew size will not be limited in number or by classification. Will oversee jobsite and employees, and ensure safety rules are being followed at all times. Must have a comprehensive working knowledge of mathematics, basic surveying techniques, construction materials, methods, and equipment, gas safety and the use of hand and power tools. Must be able to interpret drawings, prints, sketches, specifications, and other written documents. Must have effective oral and written communication skills. Will be required to prepare proper notes, records, and other documentation as required for all daily job activities. Will be required to keep time for him/herself, as well as personnel under his/her direction and prepare legible notes and records, as well as other clerical work associated with the job. May be required to assist in training. Must be a Journeyman Construction Repairman with not less than two (2) years' experience as such Or a Heavy Equipment Operator with not less than four (4) years of experience as such.

6394 *FOREMAN, CONSTRUCTION, WORKING, LIGHT

An employee who is qualified to work with, direct, and coordinate the daily activities of a crew engaged in light construction, maintenance, and/or repair of all civil portions of utility facilities. Must be thoroughly qualified by training, knowledge, and experience as to the proper methods and procedures required to perform tasks, typically routine in nature, classified as carpentry, masonry, concrete work, and earthwork, in a safe and efficient manner. May be required to direct and coordinate activities of Laborers, Apprentice Construction Repairmen, Construction Repairmen, Construction Inspectors, Truck Drivers, Transport Drivers, and Equipment Operators, although crew size will not be limited in number or by classification. Must have a comprehensive working knowledge of mathematics, basic surveying techniques, construction materials, methods, and equipment, and the use of hand and power tools. Must be able to interpret drawings, prints, sketches, specifications, and other written documentation. Must have effective oral and written communication skills. Will be required to prepare proper notes, records, and other documentation as required for all daily job activities. Must be a Journeyman Construction Repairman with not less than one (1) year's experience as such or equivalent.

6031 *FOREMAN, CONTROL, WORKING

An employee engaged in the installation, maintenance, repair and adjustment of substation equipment including transformers, regulators, circuit breakers, switches, relaying, power line carrier, substation metering, telemetering and other work as required. Must be capable of directing men and planning work. Must be qualified to perform switching. Must have at least two (2) years' experience as a Journeyman Electrician. Must be proficient in using a personal computer.

6825	*FOREMAN, CUSTOMER SERVICE REPRESENTATIVE, WORKING

An employee who is directly in charge of and directs a crew of Customer Services Representatives in the day-to-day operations of the Phone Center, Customer Lobby, Customer Billing, Customer Systems Controls, Credit and Collections, Service Center and/or District Office operations. Will also be in charge of and direct the work of meter readers. Will be responsible for scheduling, logging attendance, maintaining daily work schedules, time sheets and monitoring Customer

Services Representatives and Meter Readers to assure quality in their transactions with customers. Also prepare their performance appraisals and be thoroughly familiar with the work procedures and methods for the area of work assigned and skilled in all areas of the Customer Service Representative position. They may be required to assist representatives in on-the-job training and answer questions as they arise. They will also handle those customers who wish to have their questions or complaints answered on a higher level. Required to make independent decisions as necessary to satisfy customer needs. Also required to perform tasks as delegated by their Supervisor. Must have successfully performed as a Customer Service Representative for at least three (3) years.

6277 *FOREMAN, GAS PRESSURE SYSTEM, WORKING

An employee who is engaged in the operation and maintenance of Gas System Pressure facilities and equipment who possesses the necessary knowledge and skill through experience and training to work with and direct the activities of Gas System Pressure employees.

Must be familiar with equipment, instruments, and procedures used in pressure regulation, custody transfer measurement, forecasting daily gas system requirements, gas analysis, gas odorization, and the gas leak survey program. Must be capable of directing personnel and planning work. Must have two (2) years' experience as Gas Pressure Operator or equivalent. Must be familiar with federal and state regulations and recordkeeping requirements as related to the safe and reliable distribution of gas within the system. Will be required to assist in training personnel in all phases of Gas System Pressure activities. Must be capable of testing and calibrating various instruments used in Gas System Pressure operation. Will be subject to on-call assignments as required and may be required to carry a pager or other type of remote notification system.

6275 *FOREMAN, GAS, METER SHOP, WORKING

An employee working with and directing the activity of Gas Meter Shop employees. May be required to field test gas meters, water meters and devices. Must be capable of directing men and planning work. Must have a total of two (2) years as Gas Meterman or equivalent knowledge.

6025 *FOREMAN, GAS, WELDING, WORKING

To be filled on a upgrade basis, only, when an employee who is incumbent in the classification of Foreman, Electric, Gas, Construction, Working, is required to do qualified gas and electric welding on gas lines and their accessories.

6004	* FOREMAN, GENERAL, CONTROL, WORKING

An employee who, under general supervision will:

-	direct operations and coordinate all aspects of installation, maintenance, repair and adjustment of substation equipment. Will aid in the design of facilities and also participate in the planning stages of such projects.

-	be the first point of contact in the absence of or under the direction of a supervisor,

-	direct the work of other foreman and their crews (foreman over foreman),

-	assume other duties as deemed appropriate by management except for the following:

1.	time sheet approval

2.	vacation approval

3.	completing performance appraisals (may give input)

4.	approving meal tickets and credit card receipts

5.	approving accounts payable items

An employee must have been a journeyman in their occupation for a minimum of six (6) years or a foreman equivalent for at least two (2) years. Will be required to communicate effectively and contribute to a positive team environment to provide quality service to both external and internal customers.

NOTE: This is NOT an upgrade only position. Please refer to the Foreman, General, Working (Upgrade Only) for upgrades.

(Per Settlement Agreement dated 9/27/01 and Letter of Agreement dated 3/21/02)

6042	* FOREMAN, GENERAL, HEAVY, WORKING (GAS)

An employee who, under general supervision will:

-	direct operations and coordinate all aspects of installation, maintenance, repair and adjustment of gas facilities. Will aid in the design of facilities and also participate in the planning stages of such projects.

-	be the first point of contact in the absence of or under the direction of a supervisor,

-	direct the work of other foreman and their crews (foreman over foreman),

-	assume other duties as deemed appropriate by management except for the following:

1.	time sheet approval

2.	vacation approval

3.	completing performance appraisals (may give input)

4.	approving meal tickets and credit card receipts

5.	approving accounts payable items

NOTE: This is NOT an upgrade only position. Please refer to the Foreman, General, Working (Upgrade Only) for upgrades.

(Per Settlement Agreement dated 9/27/01 and Letter of Agreement dated 3/21/02)

6013	* FOREMAN, GENERAL, LINE, WORKING

An employee who, under general supervision will:

-	direct operations and coordinate all aspects of overhead and underground transmission and distribution line work and all aspects of construction, maintenance and repair of company facilities. Will aid in the design of facilities and also participate in the planning stages of such projects.

-	be the first point of contact in the absence of or under the direction of a supervisor,

-	direct the work of other foreman and their crews (foreman over foreman),

-	assume other duties as deemed appropriate by management except for the following:

1. time sheet approval

2. vacation approval

3. completing performance appraisals (may give input)

4. approving meal tickets and credit card receipts

5. approving accounts payable items

NOTE: This is NOT an upgrade only position. Please refer to the Foreman, General, Working (Upgrade Only) for upgrades.

(Per Settlement Agreement dated 9/27/01 and Letter of Agreement dated 3/21/02)

®	*FOREMAN, GENERAL, WORKING (UPGRADE ONLY)

An employee assigned on an upgrade basis only at the Company’s discretion, to assume a leadership role under any combination of the following circumstances:

on special projects when required to direct crew operations and coordinate all aspects of construction, maintenance and repair of company facilities. Will aid in the design of facilities and also participate in the planning stages of such projects,

replace a supervisor who will be absent from their duties for an extended time period, within the limits of the FLSA ( Fair Labor Standards Act)

when directing the work of other foremen and their crews (foreman over foreman),

other circumstances as deemed appropriate by management.

An employee assigned to this upgrade must have been a journeyman in their occupation for a minimum of six (6) years or a foreman or equivalent for at least two years. Will be required to communicate effectively and contribute to a positive team environment to provide quality service to both external and internal customers.

®	See Wage Table for appropriate job class upgrade number.

6283 *FOREMAN, HEAVY, EQUIPMENT, WORKING

An employee who possesses the necessary knowledge and skill through experience and training to work with and direct the activities of equipment operators, heavy equipment operators, heavy truck drivers and transport drivers engaged in heavy construction, maintenance or replacement of facilities. Must have demonstrated satisfactory performance as a Senior Equipment Operator for at least one (1) year or have equivalent experience. May be required to assist in training. Must be familiar with all Company and governmental agency policies, procedures and requirements relative to operating, maintaining, licensing and/or permitting of heavy equipment. Must be able to interpret plans, sketches, specifications and written instructions. Will be required to keep time for himself, as well as for those under his supervision. Will be required to keep proper notes and records associated with daily activities, equipment maintenance schedules, safety inspections, and operator training schedules. Must be able to write with clarity in a neat and legible fashion.

6041 *FOREMAN, LAB, WORKING

An employee who, under general supervision, is engaged in performing all classes of lab technician work, having full charge of and directing all aspects of power station water treatment and the operation of water and fuel laboratories. Must be capable of analyzing data from analyses and recommending proper courses of action. Will train operators and technicians in chemical analyses and operation of water treatment equipment as required. He must have not less than two (2) years of prior experience as a laboratory technician or chemist and completed formal courses in general chemistry, qualitative analysis, quantitative analysis, organic chemistry or Company-approved equivalents.

6051 *FOREMAN, LINE, WORKING

An employee engaged in performing all classes of overhead and underground transmission and distribution line work and construction, erection and maintenance of substations,** having full charge of and directing entire crew. Must be a Journeyman Lineman with not less than two (2) years of experience as such.*** Must be qualified to perform switching. Is required to drive line truck and operate the fixed and attached equipment. Will keep time cards and material records.

**	See Letter of Understanding dated July 13, 1967, as amended by Supplementary Agreement dated May 10, 1973.

***	See Supplementary Agreement dated May 10, 1973, concerning qualification of Underground Electricians for advancement within the Electric Overhead Line of Progression.

6375	*FOREMAN, FABRICATION/CONSTRUCTION/ MAINTENANCE, WORKING

An employee who posses the necessary knowledge and skill through experience and training to work and direct the activities of personnel engaged in fabrication, maintenance and installation of electric and gas facilities. Must have demonstrated satisfactory performance as a Fabricator/Construction/Maintenance Welder Certified or have equivalent experience before consideration will be given for promotion to this classification. Must be skilled in the crafts in which he may have occasion to use or to be used under his direction and guidance. He/she must be able to interpret plans, sketches, specifications and written instructions. Must be thoroughly familiar with the work procedures and methods for the area of responsibility assigned. Must possess sufficient familiarity with symbols and dimensions as related to plans. Will be required to keep time for him/herself, as well as personnel under his/her direction and prepare notes and records, as well as other clerical work associated with the job. Must be capable of writing with clarity in a neat and legible fashion. May be required to provide estimates for work to be performed.

Must be able to obtain Certified Welding Inspector Certification within one year of accepting position. Employee will be included in DOT gas pipeline random drug and alcohol testing as outlined in 49 CFR Part 40 and 199.

6061 *FOREMAN, MAINTENANCE, WORKING

An employee who, under general supervision, is engaged in performing all classes of maintenance work, having full charge of and directing entire crew. Must be a Plant Mechanic and/or Journeyman Mechanic/Machinist and/or Mechanic/Welder, with not less than two (2) years' experience as such or its equivalent.

6071 *FOREMAN, MECHANIC, DIESEL/TURBINE, WORKING

An employee who, under general supervision, is engaged in performing all types of diesel and turbine maintenance having full charge of and directing entire crew. Must be a Journeyman Diesel Mechanic or Maintenance Electrician with at least two (2) years' experience as such or its equivalent.

6813 *FOREMAN, METER READER, WORKING-RENO

An employee who is in charge of and directs the work of meter readers in day-to-day operations. Is required to effectively contribute to positive working relationships and job performance of the employees under his direction and provide and encourage quality customer service. Is required to communicate effectively with employees and customers both orally and in writing. Is responsible for scheduling, logging attendance, maintaining daily work schedules, monitoring work quality, evaluating performance, and performing other duties as assigned. Must be thoroughly familiar with all work procedures, related equipment operation and is required to assist other department personnel as required. Will provide training to new employees and be responsible for temporary employees assigned to gas/water demand studies. Will be required to make independent decisions as necessary to satisfy customer needs and ensure employee safety. Is required to perform tasks as delegated by management.

6091 *FOREMAN, SHIFT, WORKING

An employee who, under general supervision, is directly in charge of and responsible for the operation of the plant during his shift. He shall direct, perform, or assist in the performance of all duties related to the light-off and securing of boilers, the start and securing of turbines, generators, and auxiliaries, perform and direct switching, handle communications, tend equipment, keep records, make temporary repairs of equipment in emergency, and other related work as required. He shall relieve in subordinate capacities when required and direct the work of others assisting him, including the training of plant personnel. He shall be thoroughly familiar with Company's dispatching and clearance rules, electrical and mechanical tagging and safety rules, and be qualified to render first aid.

6820 *FOREMAN, SUPPORT SERVICES, WORKING

An employee who, under general supervision, is directly in charge of and when needed performs the day-to-day operations of the internal and external mail distribution services, information and record management, copy center, receiving and the corporate switchboard. Will be responsible for scheduling, logging attendance, training, preparing reports and maintaining daily work schedules. May be required to complete other job related clerical duties.

Must be able to communicate effectively and possess skills to make independent decisions. Must be thoroughly familiar with work procedures and skilled in all areas of operations.

6082 *FOREMAN, TECHNICIAN, METER, WORKING

An employee who is a journeyman engaged in installing, servicing, testing, repairing meters, electrical equipment and devices and having charge of crew assigned to him/her and in general engaged in work associated with metering. Must be capable of directing the work of others and planning work. Must have a minimum of two (2) years' experience as Technician, Meter II or equivalent.

6815	* FOREMAN,TECHNICIAN,SERVICE, WORKING

An employee who possesses the knowledge and skill through experience and training to work with and direct the activities of the Service Technicians who perform work on electric meter service panels rated a maximum of 240 V line to line and without direct supervision can perform electric cut-ins, make electric and gas cut-outs, and self-contained single-phase meter exchange. Will be required to troubleshoot communication failures at the electric meter level or gas communication module. May be asked to repair a communication failure by exchanging self-contained single-phase electric meter or gas communication module. Must have performed satisfactory field credit work for at least two (2) years or have equivalent experience before consideration will be given to promotion for this classification. Must be skilled in the craft for which he works and possess sufficient knowledge of all tools and equipment that will be used under his guidance. Must be thoroughly familiar with the work procedures and methods for the area of responsibility assigned. Must be capable of writing with clarity in a neat and legible fashion. Must be thoroughly familiar with Company Safety Rules. Is responsible for scheduling, logging attendance, maintaining daily work schedules, monitoring work quality, and performing other duties as assigned. Will be required to make independent decisions.

6101 *FOREMAN, TECHNICAL, WORKING

An employee who, under general supervision, is engaged in performing all types of electrical and instrumentation work, having full charge and directing an entire crew. Must be an Instrument Technician or a Plant Electrical Technician with no less than two (2) years' experience in a power plant as a Journeyman or its equivalent.

6053 *FOREMAN, TRANSMISSION LINE, WORKING (TRAVELING)

An employee engaged in performing all classes of overhead and underground transmission line work on energized circuits of 110KV or greater. Also performs construction, erection and maintenance of transmission lines and associated structures having full charge of and directing entire crew. Must be qualified to perform switching. Must have served as a Transmission Lineman for at least two (2) years. Is required to drive line truck and operate the fixed and attached equipment. Will keep time cards and material records. May be required to spend a significant amount of time on out-of-town projects.

6054 *FOREMAN, UNDERGROUND ELECTRIC, WORKING

An employee engaged in performing all classes of underground distribution line work, having full charge of and directing entire crew. Must be a Journeyman Electrician Underground with not less than two (2) years' experience as such. Is required to drive truck and operate the fixed and attached equipment. Will keep time cards and material records.

6020	*FOREMAN, UTILITY FLEET, WORKING

An employee who is directly in charge of and leads all aspects of utility fleet maintenance and repair operations during his shift. Coordinates vehicle and equipment availability and scheduling for repairs and maintenance with internal customers. Prioritizes and coordinates the daily work assignments for Utility Fleet Mechanics, Garagemen, and other subordinate department personnel. Ensure safe and efficient work practices on each job as it is being performed. Identifies repairs or maintenance to be assigned to outside service providers and arranges for such work to be performed promptly and cost effectively. Tracks and communicates progress and completion of each job with internal customers and Fleet Department staff. Is required to effectively contribute to positive working relationships and job performance of the employees under his direction and to provide and encourage quality customer service. Must be a journeyman Utility Fleet Mechanic with three (3) years experience as such. Must possess and maintain a valid Commercial Driver’s License (CDL) and all applicable endorsements.

6450 *FOREMAN, UTILITY MATERIALS, WORKING

An employee who possesses the necessary knowledge and skill through experience and training to work with, train, and direct the activities of personnel engaged in routine warehouse operations. Activities include the ordering, receiving, shipping, handling, storing, disbursing and salvaging of materials and the taking of physical inventories. Prioritizes and coordinates the daily work assignments for Utility Material Specialists and other subordinate department personnel. Must be skilled in the systems, tool and equipment which he may use or which may be used under his direction. Ensures all safety rules are followed. Is required to provide quality customer service. Must have at least 2 years experience as a Material Utility Specialist and/or Storekeeper. The employee shall be familiar with Company’s Stores and Accounting procedures and other applicable rules. Ensure that appropriate material transaction documentation is maintained and may be required to perform all clerical related duties.

6280 *FOREMAN, WORKING, HEAVY (GAS )

An employee who possesses the necessary knowledge and skill through experience and training to work with and direct the activities of a Gas Distribution crew engaged in heavy construction, emergency response operation and maintenance of the Gas Distribution System, or replacement of Gas Distribution facilities. Must meet the minimum requirements of CFR 49 Part 192, Pipeline Safety Operator Qualification for the covered tasks associated with the Foreman classification. Must have demonstrated satisfactory performance as a light Foreman for at least one (1) year or possess two (2) years as a Journeyman Fitter/Fitter Welder or equivalent experience before consideration will be given for promotion to this classification. May be required to direct and coordinate activities of Laborers, Apprentice Fitters, Journeyman Fitters, Fitter Welders, Inspectors and Equipment Operators, although crew size will not be limited in number or by classification. Will be responsible for Company jobsite safety and ensure that Company employees safety rules are being followed at all times. Must be skilled in the crafts in which he works and possess sufficient knowledge of all tools and equipment which he may have occasion to use or to be used under his direction and guidance. He must be able to interpret plans, sketches, specifications, and written instructions. Must be thoroughly familiar with the work procedures and methods for the area of responsibility assigned. Must possess sufficient familiarity with symbols and dimensions as related to plans. Will be required to keep time for himself, as well as the crew under his supervision and prepare proper notes and records, as well as other clerical work associated with his job and crew. Must be capable of writing with clarity in a neat and legible fashion.

6284 *FOREMAN, WORKING, HEAVY (BUILDING AND GROUNDS)

An employee who possesses the necessary knowledge and skill through experience and training to work with and direct the activities of a crew engaged in heavy construction, maintenance or replacement of facilities. Must have demonstrated satisfactory performance as a light Foreman for at least one (1) year or have equivalent experience before consideration will be given for promotion to this classification. Crew size will not be limited in number or skilled classifications under direction by this classification. Must be skilled in the crafts in which he works and possess sufficient knowledge of all tools and equipment which he may have occasion to use or to be used under his direction and guidance. He must be able to interpret plans, sketches, specifications, and written instructions. Must be thoroughly familiar with the work procedures and methods for the area of responsibility assigned. Must possess sufficient familiarity with symbols and dimensions as related to plans. Will be required to keep time for himself, as well as the crew under his supervision and prepare proper notes and records, as well as other clerical work associated with his job and crew. Must be capable of writing with clarity in a neat and legible fashion.

6398	*FOREMAN, WORKING, LIGHT (BUILDINGS AND GROUNDS)

An employee who possesses the necessary knowledge and skill through experience and training to work with and direct the activities of semi-skilled personnel engaged in light construction, maintenance or replacement of facilities. Must be skilled in the crafts in which he works and possess sufficient knowledge of all tools and equipment which he may have occasion to use or to be used under his direction and guidance. He must be able to interpret plans, sketches, specifications and written instruction. Must be thoroughly familiar with the work procedures and methods for the area of responsibility assigned. Must possess sufficient familiarity with symbols and dimensions as related to plans. Will be required to keep time for himself, as well as the crew under his supervision and prepare proper notes and records, as well as other clerical work associated with his job and crew. Must be capable of writing with clarity in a neat and legible fashion.

6397 *FOREMAN, YARD, WORKING

An employee who, under general supervision is directly in charge of and directs an entire crew in the operation, service, and maintenance of, but not limited to coal, ash, lime, and other bulk material handling equipment.

8956 *GARAGEMAN

An employee, who acts as a helper for a Mechanic or, under indirect supervision, does all types of automotive service work relating to a utility equipment fleet. This includes all phases of preventative maintenance (PM) work such as visual inspections, operational checks, oil and filter changes, equipment lubrication, fluid level checking and filling coolant system checks and servicing, battery servicing, and related incidental minor maintenance and repairs (such as fan belt

replacements and adjustments, spark plug, shock absorber, and radiator hose replacements). Additional service work may include dispensing fuel and oil, tire repairs, cleaning, washing, and other janitorial work. May pick up and deliver fleet equipment, parts, and accessories as required. Shall be required to perform minimal clerical tasks such as completing PM check sheets, repair orders, parts requests and other related documents.

9240 * GROUNDS MAINTENANCEMAN I

(Helper B/G)

An employee, to enter this position must be a semi-skilled laborer, with past experience as such; capable of handling ordinary tools safely in accordance with Company safety rules. Will assist skilled workman as he progresses in skill and training.

8709 *GROUNDS MAINTENANCEMAN II

( Grounds Maintenanceman)

An employee who is qualified to perform, without direct supervision, all work associated with grounds and building maintenance, to all Company property as required, including but not limited to, painting, glazing, carpentry, fence repair, sprinkler systems, pruning and planting trees and shrubs, mowing lawns, fertilizing, etc. Must acquire a current certification as pesticide applicator within six (6) months of the job award, and will be required to operate equipment and/or Company vehicles. May be required to provide general direction to any classifications assigned to him in performing work as defined.

9239

*HELPER

Must have sufficient knowledge and adaptability to understand and carry on duties as assigned; must be semi-skilled laborer, or equivalent with past experience as such, capable of handling ordinary tools safely in accordance with Company safety rules. Assist skilled workman or apprentice or work under their direction at various classes of work which may be assigned in any location.

7405 *INSPECTOR, GAS

An employee who possesses knowledge and skill as obtained by experience and training to direct the efforts of contractors doing work for the Company in the installation of Gas facilities. Must possess in-depth knowledge of material and construction standards, procedures and specifications and have the capability of interpreting plans and sketches depicting the required work associated with gas installations. Must have completed a minimum of one (1) year as a journeyman Fitter/Fitter Welder/Equipment Operator III or equivalent. Will be required to keep records as necessary to complete as-built drawings, including materials installed, as well as the dimensions of the installation. Will be required to complete main and service cards in a neat and legible fashion as related to the facilities he inspects. Must be able to use pipe locator, Holiday detector, Gas Explosive Meter, pressure recorders and other instruments and equipment common to gas installations.

7410 *INSPECTOR, CONSTRUCTION

An employee who has sufficient knowledge of Construction to inspect contractors' and/or Company work. Will be required to perform such duties as coordinating work between contractors and Company crews, scheduling and coordinating delivery of materials, preparing and maintaining construction records and verifying that work is done in accordance with plans and specifications. Must be familiar with all phases of substation construction including site work, excavation, carpentry, concrete work, steel work, fencing, buildings, grounding, installation of both metallic and non-metallic conduit, and their underground facilities. Must be able to read and understand drawings and specifications, have knowledge of surveying, and be able to work with all other departments. May be assigned to work as a member of a construction crew. Requires two (2) years' experience as a Repairman or equivalent.

7210 *INSPECTOR, ELECTRIC

An employee who has sufficient knowledge of the specifications and installation of electric overhead and underground lines to check contractors and/or Company work. Will be required to perform such duties as scheduling and coordinating work between subdividers and Company crews, providing information on locations of underground facilities, conducting periodic checks of underground and overhead installations and doing necessary work to maintain such installations. Must be qualified to perform switching. Will be required to perform other related duties as required including the maintenance of records pertaining to plant construction and operations. Must be qualified to work with the public. May be assigned to work as a member of a line crew or an underground crew. Requires a minimum of one (1) year of experience as a Lineman and/or Underground Electrician.

7200	*INSPECTOR, TRANSMISSION (TRAVELING)

An employee who has sufficient knowledge of specifications and installation of transmission overhead and underground lines to check contractors and/or company work. Will be required to perform such duties as scheduling and coordinating work between contractors and company crews, providing information on locations of underground facilities, conducting periodic checks of underground and overhead installations and doing necessary work to maintain such installations. Must be qualified to perform switching. Will be required to perform other related duties as required including the maintenance of

records pertaining to plant construction and operations. May be assigned to work as a member of a Transmission Line Crew. Must have at least two years of Transmission Lineman experience.

7130 *INSPECTOR, SUBSTATION, ELECTRIC

An employee who has sufficient knowledge of the specifications, installation and operation of electric substations to check contractors and/or Company work. Will be required to perform various duties necessary to properly coordinate and inspect substation electric equipment installations. Must be qualified to perform switching. Will be required to perform other related duties including the preparation and maintenance of records pertaining to substation operation and maintenance. May be assigned work as a member of a substation construction or maintenance crew. Requires a minimum of two (2) years' of experience as an Electrician (control).

8395 *INSTRUMENTMAN

An employee engaged in survey work, in the field or office as required, such as operating with skill and efficiency, all survey instruments normally utilized by the Company. Assisting surveyors and Engineers preparing calculations, construction staking, boundary and topographic surveys and other surveying related tasks. Training and/or experience in mapping, drafting and mathematics will be required. May be required to pass an oral or written examination or performance test covering these qualifications.

7050	* INVESTIGATOR, REVENUE PROTECTION

Performs specialized assignments relating to tampered, diverted, vandalized and dead single-phase meters. Performs field investigations and partners with the appropriate departments using established procedures. Required to perform investigations of diversions, tampers, and vandalized meters as needed. Work closely with low voltage electricity. Required to ensure that all back bills dealing with tampered, diverted, vandalized and dead meters are processed in a timely fashion. Must effectively operate with limited supervision. Required to communicate effectively with and provide training to other employees and outside agencies in matters related to diversions, tampering, and vandalism of customer and company owned equipment. Required to become a Certified Utility Theft Investigator within two years. Required to take photographs, process evidence, complete forms and prepare paperwork in preparation of “court ready” investigation Case files. Investigators are required to testify in court and other administrative proceedings based upon their investigations as needed. Required to drive a company vehicle. Required to be thoroughly familiar with Company Safety Rules. Must have at least two years electrical utility experience. Must be able to effectively communicate with customers and act in a professional manner. Required to use computer systems as necessary for the work. Must be familiar with associated office equipment.

8610	* JANITOR (POWER PROD)

An employee who under general supervision has the primary duties of maintaining assigned areas in a clean and sanitary condition. Janitorial duties will include but not limited to: cleaning restrooms on a daily basis, washing and waxing floors, cleaning windows, collecting and disposing of trash, and maintaining housekeeping supplies. Other assigned duties will include but not limited to: running errands, gassing vehicles, distributing mail to appropriate locations, setting up and taking down meeting rooms, and other duties as assigned. When not specifically assigned to janitorial duties may be assigned duties in other plant location.

9378

*LABORER

An employee who performs manual work such as digging ditches, digging holes and clearing rights-of-way and other repetitive unskilled work as required.

9379	*LABORER (BUILDING & GROUNDS)

An employee who performs manual work such as digging ditches, digging holes and clearing rights-of-way and other repetitive unskilled work as required.

9450 *LABORER, TEMPORARY

(Note: A "Laborer, Temporary" is a student hired during vacations and others hired for a limited period of time for seasonal or emergency work. Employees under this classification shall only be hired as needed to supplement the regular work force and shall normally be assigned only such work as falls within the Laborer definition.)

7330 *LINEMAN, ELECTRIC

An employee who is a Journeyman and who performs all classes of overhead and underground transmission and distribution line work and the construction, erection and maintenance of substations** when assigned to a crew under the direction of a Working Foreman or Supervisor of higher grade, and who is qualified by training and knowledge of underground circuits, substations, and apparatus to test, maintain, and install duct line, cable, conduits, risers, Company-owned customer outdoor lighting equipment, circuit breakers, transformers, and associated equipment, substation equipment and circuits.** Must be qualified to perform switching.

Will make connections to underground circuits and substation feeder installations as well as making underground connections on customer services.

His background of apprenticeship training and experience must be such as to qualify him to perform these duties with skill and efficiency. He may be assigned to work with and under general direction of a Troubleman and when so assigned, the type of work he performs and the method of supervision shall be governed by the rules with respect to the Troubleman classification. A Lineman may be assigned temporarily to work apart from a crew either alone or as a member of a two-man unit without supervision, doing work which shall include:

1. Framing poles.

2. Preassembling material.

3. Patrolling and inspecting pole and tower lines.

4. Testing and inspecting poles.

5. Repairing risers and ground mouldings.

6. Pulling slack in anchor guys.

7. Replacing guy guards.

8.	Splicing and terminating non-leaded and leaded underground cables.

9.	Install and splice fiber optic cable and communications.

A Lineman may be assigned temporarily to work apart from a crew as a member of a two-man unit, without supervision, when the second man in such unit is a one-year Apprentice Lineman or higher, doing work which shall include:

**	See Letter of Understanding dated July 13, 1967, as amended by Supplementary Agreement dated May 10, 1973.

1. Taking primary distribution voltage readings.

Installing Company-owned customer outdoor lighting service equipment and street fixtures, including making connections on circuits with voltage below 750 volts.

Installing all types of customer's services, complete with setting self-contained meters.

Using special design lift equipment, or an aerial bucket, a Lineman may work apart from a crew as a two-man unit, without supervision, when the second man in such unit is a one-year Apprentice Lineman or higher, doing work which shall include:

1. Setting and replacing service poles.

Setting street light poles and outdoor lighting service poles not to exceed 40 feet in length.

Washing insulators on lines energized up to 60 KV.

When it is necessary to climb through live circuits of 750 volts or more, the other employee in the two-man unit shall be a Journeyman Lineman. Is required to drive the line truck and operate the fixed and attached equipment. May be required to keep time cards and material records.

7332 *LINEMAN, TRANSMISSION (TRAVELING)

An employee who is qualified by training and on-the-job experience to perform work on energized circuits of 110KV or greater. Must be qualified to perform switching. His background and training must qualify him to perform all duties associated with Lineman work at normal distribution voltages as well as work on 110KV, 230KV, 345KV, or higher transmission line voltages. May be required to spend a significant amount of time on out-of-town projects.

7580 *MACHINIST/TOOL REPAIR

An employee who is qualified to perform precision work with a lathe and milling machine, who is capable of skillfully and efficiently installing, repairing and maintaining all types of mechanical equipment and tools. The machinist performs the machining, gauging and production of parts; also repairs tools, valves, pumps and compressors; and also does the major maintenance and overhaul of the CNG facility. Must have a working knowledge of hydraulics. Must be capable of reading and interpreting sketches and drawings, making setups, and have a good working knowledge of shop math and properties of materials. Must be qualified to do all types of welding and brazing using the forge, acetylene and electric methods.

8690 *MAINTENANCEMAN, STREET LIGHT

An employee whose main duties will be, but not limited to, maintaining street lights and luminaries, installation and removal of company outdoor lighting equipment and other miscellaneous work on street lights and street light circuits. Other duties may require the employee to assist a Troubleman in the performance of their duties, as long as he has been certified through training and experience. This employee can be utilized as a qualified observer while hot primary work is in progress and may be requested to relay switching information as per the qualified person directing the work. These employees must have completed an I.B.E.W. Apprentice Lineman program at or above the 24-month level.

7350 *MECHANIC, DIESEL/TURBINE

An employee who is qualified and regularly engaged in performing all types of diesel and turbine maintenance, including maintenance of engines, turbo chargers, oil systems, cooling systems, etc. He shall do mechanical and electrical repairs, tune-ups and adjustments and incidental welding or brazing in connection with the above.

7360 *MECHANIC, MACHINIST

An employee who has completed a minimum of two (2) years as a Maintenance Mechanic and is qualified to perform precision work with all machine shop equipment, read and work from drawings and sketches, read precision instruments and gauges, make own set-ups and has knowledge of shop math, properties of materials, and Company's electrical and mechanic tagging and safety rules.

Job duties include all types of precision work on machine shop equipment, mechanical repairs to boilers, turbines, auxiliaries and other rotating equipment aligning motors and mechanical equipment, truing and balancing, rotating equipment, incidental welding, brazing and soldering, rigging, operation of the station crane and work of lower classifications as required.

7496 *MECHANIC, PLANT

An employee who has completed his apprenticeship, or equivalent, and is in the process of acquiring the experience and skills required for advancement to Mechanic/Machinist or Mechanic Welder. Job duties include the performance of general machine shop practices such as making parts for mechanical equipment, turning shafts, turning down commutators, rebabbitting bearings, fitting gears, etc., truing, aligning and balancing rotating equipment, incidental welding and brazing, soldering and metalizing, making mechanical repairs to boilers, turbines, generators, and all related auxiliaries. As a part of his training to qualify for advancement, may work as an assistant to and under the supervision of a Mechanic/Machinist and/or Mechanic Welder and/or Maintenance Working Foreman. The Plant Mechanic will be reclassified to Mechanic Welder when the following three (3) conditions are satisfied:

Has completed the SPPCO 30-month Apprentice Plant Mechanic program or has worked as a Plant Mechanic at SPPCO for one (1) year. NOTE: The one (1) year Plant Mechanic requirement may be waived by the Plant Manager.

Has passed the certified Welders test as outlined in Plant Mechanic/Welder classification.

The employee has passed the ICS portion of the Apprentice Plant Mechanic training program.

7600 *MECHANIC, UTILITY FLEET

An employee who has completed an accredited Apprentice Mechanic program, or who has worked for two (2) or more consecutive years as an automotive/heavy equipment Journeyman Mechanic, and is capable of performing all maintenance, service, and directly related functions involved with the hands-on maintenance of a large modern utility-type fleet of vehicles and equipment. The person shall possess and maintain a Commercial Drivers License (CDL) with air brake and combination vehicle endorsements and a DOT physical card. At one (1) year, the employee shall possess and maintain all CDL endorsements and Nevada Emissions Inspector Certificate(s) as applicable in the employee's responsibility area. The employee shall, during the first year, become familiar with and following, under indirect supervision, department, Company, automotive and utility industry job standards and practices as directed. May be required to assist in related safety and training functions.

Employees are eligible for a $500 bonus incentive for ASE Master Mechanic certification (one every five years). Additional certification bonuses as approved by management.

9889 *MESSENGER, OUTSIDE

An employee who performs various errands between different divisions of the Company in the Reno-Sparks area, such as delivering messages, written material, supplies and equipment. Shall also be required to pick up and deliver mail to the Post Office. Will be required to do heavy lifting.

7370 *METERMAN

An employee who is a journeyman and has served successfully his apprenticeship or equivalent for a Meterman. Must have the necessary knowledge to install, test, and repair all electrical instruments, meters and metering equipment and sufficient working knowledge of electricity to be able by the use of instruments, to determine power, volt amperes, power factor and reactive component in an electric circuit.

7605 *METERMAN, GAS

An employee who performs all classes of shop work on gas meters and regulators, including testing, repairing and adjusting. Must be familiar with gas fittings and system pressures.

9162 *METER READER

An employee must be qualified to work with the public. The employee will read meters, verifying accuracy of meter numbers, meter locations, meter instructions, including providing time of use survey. Must pass meter reading aptitude test and physical ability test. The meter reading physical test will include an 11 mile walk test with a five hour time limit of an actual route that has been established. Upon satisfactory completion of training which includes safety training, dog bite prevention training, meter pro online reading training, customer service training, and receiving on the job training, may be assigned to various duties of a reader. Employees that are required to read gas must do visual checks on meters for corrosion or damage and use their handheld for the audit. They must also participate in the gas demand study every three years. Must be qualified to speak professionally to customers, always being courteous and respectful. Must be able to deal with change and difficult situations.

7525 *OPERATOR, ASSISTANT CONTROL ROOM

An employee who, under direct supervision, will assist the Control Room Operator in the operation of the Plant during his shift including all duties related to the light-off and securing of boilers, starting, operating and securing turbines, generators, and auxiliaries, and make temporary emergency repairs, keep records, keep his station clean, perform other related work as required. When not assigned to operations duties, he may be assigned work in accordance with Section 6.13(b). He shall relieve the Service Utility Operator, and when qualified, shall relieve the Control Room Operator. He shall be thoroughly familiar with the Company's mechanical and electrical tagging and safety rules, and be qualified to render first aid. He may be required to assist in the training of plant personnel.

Once the Assistant Control Room Operator is upgradeable to Control Room Operator, he shall be placed at the upgradeable rate.

Assistant Control Room Operators who have completed 24 months as an Assistant Control Room Operator and fail to achieve the requirements to be upgradeable to the Control Room Operator position shall be demoted to the Service Utility Operator position and that position’s top rate of pay. The Company need not consider the bid of that employee for an Assistant Control Room Operator positions for six (6) months.

7510	* OPERATOR, ASSISTANT DISTRIBUTION SYSTEMS

An employee under the direct guidance of, and who assists, either the Distribution System Operator or the Transmission System Operator to perform duties in connection with all electrical lines and apparatus pertaining to power system operations. Become proficient in the use of all communication equipment, computer systems, and operation diagrams available in System Control. Familiarize with both NERC and WECC procedures and standards as well as SPPC safety and switching procedures and policies. Will be required to pass oral and/or written examinations and performance tests. If an Assistant Distribution Systems Operator is qualified to upgrade to the Distribution Systems Operator before the 2 years, the employee will be eligible to promote to the Distribution Systems Operator position.

7090 *OPERATOR, CONTROL ROOM

An employee, under the supervision of the Shift Team Leader or Shift Foreman, Working, whose duties include the operation of equipment in the plant, together with their related controls, particularly the equipment and switch gear which have their controls in the control room. Is in charge of the control room and generally assists the Shift Team Leader or Shift Foreman, Working, in the operation of the plant. Must keep his station clean. Must be familiar with system operating orders, clearance procedures, and other necessary transactions with the Power System Dispatcher. When required, he shall relieve subordinates, and may be required, in an emergency, to relieve the Shift Team Leader of Shift Foreman, Working, he shall assume their duties, when qualified, on a temporary basis, i.e., less than one full shift or the time required to call out a replacement. When not assigned to operations duties, he may be assigned work in accordance with Section 6.13(b). He shall be qualified to render first aid, and be thoroughly familiar with the Company's electrical and mechanical tagging and safety rules. He may be required to assist in the training of plant personnel.

9785 OPERATOR, DATA ENTRY

An employee who is a proficient data entry operator. This employee will be required to pass a data entry operator test to determine his/ her data entry ability before being considered qualified to be awarded a data entry operator job, and must have completed eighteen (18) months as a data entry operator trainee, or the equivalent in data entry experience. Will be required to data entry punch and type information from source documents into tabulating cards or other input formats. Information recorded from these source documents may be interpreted as required. Will be required to operate, but will not be limited to key-to-disk/tape machines, key punch machines, verifiers, 1050 teleprocessing units, or other data processing source input equipment that may become available, or perform duties of a comparable nature as assigned by the data entry department Supervisor.

9535 OPERATOR, DATA ENTRY, SENIOR

An employee who has progressed through the Operator, Data Entry Trainee and Operator, Data Entry classification or who has completed equal training in a data entry shop of comparable size and complexity.

An employee under the supervision of the Data Entry Supervisor, who performs such duties as receiving, reviewing and logging all incoming work to insure completeness and clarity of input documents, resolve any potential problems with the user, prepare batch tags for work and assign work to the Data Entry Operators. Perform transfer functions of data from disk to tape for submission to computer operations, perform cold starts, disk saves and prepare operator statistic tapes as required, assist Supervisor in preparing new application formats. Keys information from various source documents. Assist in training Data Entry Operators. Performs other related clerical duties as required.

9910 OPERATOR, DATA ENTRY, TRAINEE

An employee not required to have prior experience as a data entry operator. This employee must have average typing ability (50-60 words per minute) and will be required to pass a data entry operator aptitude test before being considered qualified to be awarded a data entry operator trainee job. In the course of training may be assigned to any of the duties performed by a data entry operator. Six (6) months after progressing to the top of the trainee classification, will automatically be reclassified to the classification of, and beginning wage rate of data entry operator.

7575 *OPERATOR, DIESEL/TURBINE

An employee who, under general supervision, operates and performs routine operational maintenance of diesel and turbine driven generating equipment and auxiliaries, during his shift. Routine operational maintenance includes such functions as replacement of lubricating and fuel oil filters, addition of lubricating oil and anti-freeze and other minor repairs not requiring the services of a qualified Journeyman Mechanic. When not on shift, he may assist Journeyman maintenance personnel. He will keep records, and maintain the plants where he is assigned to work in a neat and clean manner.

He shall be thoroughly familiar with the Company's dispatching and clearance rules and shall be qualified to perform switching in conjunction with the operation of diesel and turbine generating facilities. He shall be familiar with the Company's mechanical and electrical tagging rules and shall be able to render first aid.

7219	* OPERATOR, DISTRIBUTION SYSTEM

An employee, under the guidance of the Transmission Operator or the Transmission and Distribution Supervisor who performs such duties as; the safe switching of distribution lines, distribution substations, communication of switching instructions, granting or releasing approved clearances in connection with electric lines, or apparatus between power supply points, substations, and the terminus of distribution lines, underground feeders and other related duties as assigned. Prepares written switching orders and may review and approve the switching orders prepared by other Operators. Monitors distribution system operating parameters, controls distribution system voltage and conducts load dispatching and other related operating duties during assigned shift. May conduct certain transmission system operations in assistance to and at the request of the Transmission Operator. Must be proficient with all Sierra Pacific safety rules and switching procedures. Shall maintain certain designated switching records and operation logs, and maintain system operating diagrams and related documentation during shift. Is required to use all types of communication equipment with proficiency as available in the System Control Center. May be required to perform the above functions without direct supervision, including assisting in the training of System Control Center personnel. Will be required to pass oral and/or written examinations and/or performance tests covering these duties to progress through wage steps.

7222	* OPERATOR, EMERGENCY RELIEF (GRID)

An operator whose primary duty is to stand shift as assigned and relieve any of the other operators in System Control. Must be proficient in all aspects of power system operations, including all Sierra Pacific safety rules and procedures. Must be proficient in the use of all types of communication equipment as it is available in System Control. When not assigned to shift, may be required to prepare written switching orders, maintain operating diagrams and perform other duties associated with control center operations. Will be required to use own judgment in order to maintain or restore electric service and will have direct authority to shed customer load. Will be required to pass oral and/or written examinations and performance tests covering these duties. Requires NERC certification and compliance with NERC/WECC Operating Policies and/or Standards.

7223	* OPERATOR, EMERGENCY RELIEF (TRANSMISSION AND DISTRIBUTION)

(Classification)

An operator whose primary duty is to stand shift as assigned and relieve any of the other Transmission or Distribution System Operators in System Control. Must be proficient in all aspects of transmission and distribution operations, including all Company safety rules and procedures. Must be proficient in the use of all types of communication equipment as it is available in System Control. When not assigned to shift, may be required to prepare written witching orders, maintain operating diagrams and perform other duties associated with control center operations. Will be required to use own judgment in order to maintain or restore electric service and will have direct authority to shed customer load. Will be required to perform the above functions without direct supervision, including assisting in the training of System Control

Center personnel. Will be required to pass oral and/or written examinations and performance tests covering these duties. Requires NERC certification and compliance with NERC/WECC Operating Policies and /or Standards.

7213 *OPERATOR, EMERGENCY RELIEF (SCRUBBER)

An employee qualified to relieve in any operating capacity at the Scrubber, including Shift Foreman, Scrubber, whose primary duties are to stand shift as assigned, and to relieve Scrubber Operators as required. When not assigned to relief duties, he may be required to perform other related duties. In addition, when not assigned to a watch or when not assigned to operations duties, he may be assigned work in accordance with Section 6.13(b). He must be qualified to render first aid. He must be thoroughly familiar with the Company's plant tagging and safety rules and be qualified to issue clearances and perform switching for and within the Scrubber. He shall assist in the training of Scrubber personnel. Scrubber Foreman bidding to ERO (Scrubber) will maintain foreman wage rate.

7260 *OPERATOR, EMERGENCY RELIEF (STEAM)

An employee qualified to relieve in any operating capacity, including Shift Foreman, Working, whose primary duties are to stand shift as assigned, and to relieve Plant Operators as required. When not assigned to relief duties, he may be required to perform other related duties. In addition, when not assigned to a watch or when not assigned to operations duties, he may be assigned work in accordance with Section 6.13(b). Must be qualified to perform switching. He shall assist in the training of plant personnel.

8776 *OPERATOR, EQUIPMENT I

An employee who is under direct supervision and assists an experienced Operator,, or equivalent, and is in the process of acquiring the experience and skills required to advance to Equipment Operator II. Will be required to operate pavement breakers, rubber-tired excavation equipment such as loaders, and combination back-hoe/loaders with rated capacities not exceeding one and one-half (1 1/2) cubic yards for loader buckets and one half (1/2) cubic yard for back-hoe buckets.

After one (1) year, automatic progression to Equipment Operator II classification will occur upon successful completion of the Equipment Operator I Performance Test. Refer to Equipment Operator Progression Guidelines.

8774	*OPERATOR, EQUIPMENT II

An employee who has progressed through the Equipment Operator I classification, or has equivalent experience and is qualified by training and operating experience to perform special construction work using rubber-tired excavation equipment such as loaders, and combination back-hoe/loaders with rated capacities not exceeding one and one-half (1 1/2) cubic yards for loader buckets and one half (1/2) cubic yard for back-hoe buckets boom trucks, forklifts, etc. (type of equipment may vary by department). May be required to complete job-related clerical work and assist in training.

After two (2) years of Equipment Operator II, progression to Equipment Operator III classification will occur upon successful demonstration of Equipment Operator II skills and department specific skills during two (2) years of Equipment Operator II classification. Refer to Equipment Operator Progression Guidelines.

Bidding note 16 applies: Bidder must pass a skills proficiency evaluation.

8771	* OPERATOR, EQUIPMENT II, SERVICE

Bidding note 16 applies: Bidder must pass a skills proficiency evaluation.

8773 *OPERATOR, EQUIPMENT III

An employee who has progressed through the Equipment Operator II classification and is qualified by training and operating experience to perform special construction work using rubber tired equipment such as loaders, and combination backhoe-loaders with rated capacities exceeding 1-1/2 cubic yard for loader buckets and 1-1/2 cubic yard for backhoe buckets, boom trucks, forklifts, etc. (Type of equipment may vary by department). May be required to complete job related clerical work and assist in training. Is additionally qualified by training and experience to perform a variety of department specific tasks. Refer to the Equipment Operator Progression Guidelines.

8772 *OPERATOR, EQUIPMENT, HEAVY

An employee who has completed a minimum of three (3) years as an Equipment Operator II and a minimum of 1 year as an Equipment Operator III, Must be qualified to perform special construction work using various rubber tired and track mounted heavy equipment () such as bulldozers, cranes, road graders, excavators, Compactors, scrapers, augers and otgher heavy equipment applicable to perform construction and maintenance tasks without limitation on size or type equipment.

May work in cooperation with and under the direction of various other Departments as needed. An employee who possesses the necessary knowledge and skill to perform earthwork, trenching and shoring in a safe and efficient manner, road construction, maintenance and all civil/structural portions of utility facilities. Must hold a valid Class A drivers license with tanker endorsement, qualified in loading and uploading of equipment, tie down procedures, routes and clearances. Must be knowledgeable and capable to perform fueling, and lubrication of all types of heavy equipment on jobsites. Must have knowledge of blueprint reading, surveying, qualified to layout, install, construct and maintain all civil and structural portions of utility facilities. Must possess the knowledge and experience in excavation, gas safety, environmental, line clearances, concrete, fencing, grounding, iron work, conduit, rigging and steel erection.

May be required to complete job-related clerical work in a legible fashion and assist in training.

8466 *OPERATOR, EQUIPMENT, HEAVY (TRAVELING)

An employee who is a qualified equipment and vehicle Mechanic and also qualified as a heavy equipment operator. Must be familiar with transmission crew operations. Employee must have a good working knowledge of the operation of the transmission crew. May be assigned other miscellaneous duties such as ground work, etc. May be required to spend a significant amount of time on out-of-town projects.

8115 *OPERATOR, GAS PRESSURE

An employee with knowledge and experience of the operation and maintenance of gas distribution systems whose responsibilities and duties include the control of pressure and maintenance of the gas flow in the distribution lines. Shall include the operation and maintenance of gas regulator stations, changing various pressure and/or flow meters or volume charts and reading or computing gas usage. Shall be required to test, calibrate and maintain various pieces of equipment, instruments and devices as used in the industry. Shall be responsible for all odorant injections and odorant testing of the system gas. Responsible for the regulation of all gas received from our supplier at the City Gate Stations and must be capable of forecasting daily gas requirements. Will be required to assist in training personnel in all phases of operation and regulation of system gas. May be assigned to other duties as required to assure delivery of safe and reliable gas supply throughout the system. Shall be responsible for recording all maintenance and inspection records as required by Department of Transportation regulations.

7221 * OPERATOR, GRID RELIABILITY

An employee who is responsible for the safe, efficient and reliable operation of the interconnected transmission and control area generation system for the Sierra Pacific and Nevada Power Control Areas during assigned shift. Ensures power system integrity by continuously monitoring such items as ACE, frequency, operating reserves, load, tie-line loading, control area and system load, inadvertent interchange, and time error. Responsible for AGC control, plant loading, and associated control performance criteria. Performs curtailments of transmission, load and generation for system reliability purposes. Interfaces with the reserve sharing systems and applicable Security Coordinators in WECC. May perform hourly and midnight check-outs of tie-line quantities with neighboring control areas. Maintains required records and operational logs during shift. Will be required to use own judgment in order to maintain or restore electric service and will have direct authority to shed customer load. Shall direct the work of others, including the training of Control Center personnel. Will assist the System Transmission Operator in the performance of duties. Will be required to pass oral and/or written examinations and/or performance tests covering these duties to progress through wage steps. Requires NERC certification and compliance with NERC/WECC Operating Policies and/or Standards.

9818	OPERATOR, PBX

An employee who operates a manual or automatic switchboard to handle incoming, outgoing and intra-office calls. In addition, while at switchboard acts as receptionist. Must have pleasing personality and pleasing telephone voice. Also performs routine clerical work as part of regular duties.

8750 * OPERATOR, SERVICE UTILITY

An employee who, under direct supervision, shall during shift, assist in the operation of generating equipment, and operate auxiliary equipment including pumps, fans, air compressors, and demineralizers, water treating and chemical feed equipment, fuel metering and transfer equipment, screen wells, cooling towers and chemical disposal system. Shall have a good working knowledge of plant equipment and its lubrication needs. Will service plant auxiliary equipment, change

filters, maintain records, adjust packings, tighten safety guards, remove pipe couplings, lubricate plant equipment and maintain lubrication equipment and inventory. When the lab technician is not on duty, the Service Utility Operator may be required to perform simple routine tests on water, such as silica, pH and conductivity. When qualified, he shall be required to relieve the Assistant Control Room Operator. When not assigned to operations duties, may be assigned work in accordance with Section 6.13(b). Must keep any assigned work area clean and be thoroughly familiar with Company safety rules and be able to render first aid. May be required to assist in the training of plant personnel.

Service Utility Operators who are upgradeable to Assistant Control Room Operator shall be placed at the upgradeable wage step after completing 24-months as a Service Utility Operator.

Note: If a Service Utility Operator is qualified to upgrade to an Assistant Control Room Operator before the 24 months, the employee will be eligible for the upgradeable wage rate.

7220 * OPERATOR, TRANSMISSION SYSTEM

An employee, under the guidance of the Transmission and Distribution Supervisor who performs such duties as; the safe switching of tie lines, transmission lines and distribution lines, distribution substations, communication of switching instructions, granting or releasing approved clearances in connection with electric lines, or apparatus between power supply points, substations, and the terminus of transmission and distribution lines, underground feeders and other related duties as assigned. Prepares written switching orders and reviews and approves the switching orders prepared by other Operators. Monitors transmission system operating parameters, controls system voltage and conducts load dispatching and other related operating duties during assigned shift. Must be proficient with all Sierra Pacific safety rules and switching procedures. Shall maintain certain designated switching records and operation logs, and maintain system operating diagrams and related documentation during shift. Is required to use all types of communication equipment with proficiency as available in the System Control Center. Will be required to use own judgment in order to maintain or restore electric service and will have direct authority to shed customer load. Will be required to perform the above functions without direct supervision, including assisting in the training of System Control Center personnel. Will be required to pass oral and/or written examinations and/or performance tests covering these duties to progress through wage steps. Requires NERC certification and compliance with NERC/WECC Operating Policies and/or Standards.

8870 *OPERATOR, YARD

An employee who, under general supervision, operates and maintains coal and ash handling equipment. Will be required to operate any equipment in the handling of coal, ash dewatering systems, fly ash conditioning, and unloading systems in the handling of ash. Shall be required to perform mechanical maintenance duties on coal handling systems. Will assist the mechanical maintenance department in the maintenance of all plant equipment when required. Performs preventative maintenance duties such as lubricating, oil and filter changing, etc., on all equipment used for coal and ash handling. Must keep his assigned area clean. Must be familiar with plant equipment tagging rules. Shall perform other related duties as assigned by Supervisor or Foreman. Shall be qualified to render first aid. When not assigned to coal handling duties, may be assigned to work in accordance with Section 6.13(b). Processes and delivers coal samples to coal lab as required.

8511 *OPERATOR, YARD, SENIOR

An employee who, under general supervision, will operate and maintain coal and ash handling equipment. Will be required to operate a rubber-tired dozer and any other equipment used in the handling of coal, ash dewatering systems, fly ash systems, and unloading systems used in the handling of ash. Will be required to perform routine maintenance duties on coal handling systems and coal handling equipment, such as lubricating, oil and filter changing, etc. Will be required to keep maintenance logs on equipment and schedule the necessary maintenance. Will be required to train Yard Operators in the performance of their duties. Shall be responsible for the cleanliness of the equipment involved in the coal handling process, coal storage area, and the plant outside area in general. Must be thoroughly familiar with the work procedures in the area of responsibility assigned. Must be thoroughly familiar with plant equipment tagging procedures. During outages or emergency situations, may be assigned to work in accordance with Section 6.13(b). Communications as necessary with railroad and mine.

9624 * PARTS SPECIALIST, UTILITY FLEET

(replacing Parts Clerk)

An employee who is ASE certified as a Parts Specialist, or who has worked for three (3) or more consecutive years as a Parts Counterperson in the automotive, truck or heavy equipment industry. An employee who is familiar with automotive parts and supplies for a complex utility fleet and is qualified to perform, without direct supervision, and subordinate to the Supervisor in charge, duties relating to and, including inventory and stocking levels, purchase card functions, and the performance of duties relating to the ordering, receiving, shipping, handling, taking inventory, storing and disbursing of Fleet automotive and equipment related materials and supplies. Must operate Fleet/Corporate computer system to handle all aspects of shop repair orders relating to issuing and receiving parts, ordering and invoicing system including fuel, commercial work, labor and work order processing. Provides input to management regarding vendor selection, evaluation and performance. The employee shall become familiar with the departments accounting and data processing procedures and other applicable rules. May be required to update and operate data entry system for parts inventory control.

Shall be required to operate company vehicles within the scope of forgoing duties. Shall be required to obtain a Class A commercial drivers’ license in order to operate company vehicles within the scope of forgoing duties within 6 months f accepting position. May be required to provide general direction to any classification assigned to the Parts Specialist in performing the work herein defined. May be assigned to perform other work and light duty maintenance as occasions arise. Must possess good communication skills, both oral and written, and general knowledge of Fleet terminology, and practices. This position automatically progresses to Senior Parts Specialist 6035 after 5 years.

8885 *PATROLMAN, LINE

An employee who is qualified by training, experience and knowledge to perform on temporary assignment without direct supervision the responsibility of patrolling overhead electric transmission lines, overhead electric distribution lines and other electric system plant facilities.

The primary duties of this position are to patrol, observe and recognize any damaged structures or equipment or physical irregularities in the aforesaid facilities. Will not be required to climb, perform switching, or repair electrical equipment, perform work from an aerial lift or elevated platform. A record must be made of all irregularities or damages and appropriate reports completed for follow-up repairs by others. Must have one (1) year of experience in the Electric Department and have worked with a line crew a minimum two (2) months on overhead line construction and have received a minimum of 80 hours pertinent training under a qualified instructor. May assist skilled workman or apprentice or work under their direction on various classes of work which may be performed.

7595 *PATROLMAN, LINE, ELECTRIC

An employee who is a Journeyman Lineman and who is qualified by training, experience and knowledge to perform without direct supervision the responsibility of patrolling/inspecting overhead and underground electric transmission lines, overhead and underground electric distribution lines, and other electric system plant facilities.

The primary duties of this position are to patrol/inspect, observe, recognize and report any damaged structures or equipment or physical irregularities in the aforesaid facilities. May be required, based on qualifications, to perform switching and minor electrical repairs and incidental climbing. May be required to operate infra-red scanning devices or other detection instruments. A record must be made of all irregularities or damages and appropriate reports completed for follow-up repairs by others. May assist skilled workman or apprentice, or work under their direction, on various classes of work which may be performed.

7420 *POWDERMAN

An employee who has successfully completed a Company-provided course in the handling and use of explosives, and currently holds a valid license to purchase, transport and use explosives in the state in which the employee will be performing blasting operations. Duties include loosening of materials to be excavated, opening of holes for utility poles and anchors, and demolition of concrete footings and foundations. This position is for upgrade only.

8716 *REPAIRMAN, CONSTRUCTION

An employee who is qualified to lay out, install, erect, construct, maintain and/or repair all civil/structural portions of utility facilities. Must be qualified by training, knowledge and experience to perform tasks typically classified as carpentry, masonry, concrete work, ironwork, site work and earthwork, including but not limited to general carpentry, basic framing and forming, concrete placement, finishing and curing, trenching,excavation, shoring, fencing, grounding, conduit installation, rigging, structural steel erection, hazardous waste handling Must hold a valid Class A drivers license with tanker endorsement. Must be qualified to load and unload a wide varietyof power-operated construction equipment, vehicles and materials Must be familiar with loading and tie-down procedures. Must be capable of interpretation of drawings and prints and may be required to complete associated paperwork, notes, as built records and clerical work associated with daily and overall job functions in a legible fashion. . Must have a working knowledge of mathematics, basic surveying techniques, construction materials, construction equipment, gas safety, and the use of hand and power tools. May be required to assist in training. Must have successfully completed the Construction Repairman Apprentice Training Program or equivalent.

8530 *REPAIRMAN, TOOL

An employee who is qualified to perform, without direct supervision, and subordinate to the Working Foreman or Supervisor in the duties required to receive, store, issue, maintain records, repair, maintain and distribute tools related to all Company operations. Will not be required to repair internal combustion engines or electric motors. May be required to operate equipment and/or Company vehicles within the scope of the foregoing duties. May be required to provide general direction to any classifications assigned to him in performing work herein defined.

8535 *REPAIRMAN, TOOL (POWER PRODUCTION)

An employee who is familiar with power plant maintenance tools and equipment used to maintain apparatus in power plant operations. Shall issue, receive, store, inventory, maintain records and tools related to power plant maintenance operations. May be required to assist Journeyman maintenance personnel as required.

9777 REPRESENTATIVE, ACCOUNTS PAYABLE

An employee not required to have prior accounts payable experience, but who must, prior to award, pass the clerical battery test and a typing proficiency test (45 w.p.m.). Will receive formal training in order to perform the duties of an Accounts Payable Representative. Works alone and makes independent decisions as necessary on such duties for which the employee has been trained and instructed, including accounting and data entry functions in the Peoplesoft, and SPPC legacy Accounts Payable/Purchasing/Inventory Systems. Required to be effective when working with their customers and responding to vendor requests and inquiries, as well as having other qualifications generally accepted as being desirable in an Accounts Payable Representative classification. Once trained, employee will be responsible for a) timely processing of invoices, expense reports, and credit card transactions for payment in the applicable Accounts Payable computer system for all SPR business units, b) analyzing and verifying consistency, completeness, and accuracy of items to be entered into the accounting records, c) preparing simple journal entries and reconciliations for review and approval, d) researching and resolving errors or discrepancies in invoices and account activity, e) maintaining subsidiary ledgers, f) preparing manual checks, cash reports, balancing, and general ledger edits, and g) all aspects of vendor set-up and maintenance, all in accordance and compliance with established corporate policies. Will automatically progress through the wage rate scale provided the employee’s performance is satisfactory to qualify for advancement. May be required by Company to pass written and/or proficiency tests covering any of the following qualifications prior to job award:

1.	Aptitude for routine accounting operations and bookkeeping entries.

2.	Aptitude for more complex arithmetical calculations.

3.	Ability to effectively operate a computer for data entry and use of Accounts Payable specific software applications.

4.	Balancing and preparation of daily balance sheets and reports.

5.	Ability to operate various complex office machines/equipment.

9725 REPRESENTATIVE, ACCOUNTS PAYABLE, SENIOR

An employee who by training and having worked in the Accounts Payable Department has demonstrated to the satisfaction of the Company a thorough knowledge and detailed understanding of SPR’s Accounts Payable business processes and computer accounting systems, including Peoplesoft, Indus Passport, and SPPC’s legacy Accounts Payable/Purchasing/Inventory System. Requires leadership qualities and excellent verbal and written communication skills. Performs a variety of skilled and unskilled tasks dealing with the orderly flow of work within the department. Such employee will be responsible for a) analyzing and verifying consistency, completeness, and accuracy of items to be entered into the accounting records, b) preparing simple recurring journal entries and reconciliations, c) researching and resolving errors or discrepancies in invoices and account activity, d) maintaining subsidiary ledgers, e) preparing manual checks, cash reports, balancing, and general ledger edits, f) timely processing of invoices, expense reports, and credit card transactions for payment in the applicable Accounts Payable computer system for all SPR business units, and g) all aspects of vendor set-up and maintenance, all in accordance and compliance with established corporate policies. Provides on-the-job training and directs the activities of other department personnel as required, performs other assigned clerical functions as needed, and provides instruction/interpretation of corporate policies.

Required to be effective when working with and responding to customer and vendor requests and inquiries, as well as have other qualifications and qualities generally accepted as being desirable in an accounts payable classification. Required to make independent decisions as necessary to provide quality service.

9861 REPRESENTATIVE, CLERICAL

An employee who after passing a clerical aptitude test, may be assigned to perform any and all advanced clerical or secretarial functions which require greater judgment and initiative in non-routine situations. Performs any other miscellaneous duties as required by Supervisory personnel in the department to which assigned, including bookkeeping and entering functions, as well as customer contacts either in person or by telephone. May be required by the Company to pass written and/or proficiency test covering any of the following qualifications. (Only those qualifications as specified in points one through six below, which are considered by Company for a particular Clerical Representative vacancy, shall be posted):

Typing with acceptable speed and accuracy (45 w.p.m. or 60 w.p.m. as required).

Aptitude for more complex arithmetical calculations.

Ability to operate various complex office machines/equipment.

Aptitude for routine accounting clerical operations and bookkeeping entries.

Receive cash payments, balance and prepare daily cash reports.

9776 *REPRESENTATIVE, CUSTOMER SERVICES

An employee not required to have prior customer services experience and who, after passing a clerical aptitude test, will receive formal training in order to perform the duties of Customer Services Representative. Upon satisfactory completion of the minimum requirements of the Sierra Customer Information System Training Program, and while receiving on-the-job training, may be assigned to any of the duties performed by the Customer Services Representative in the Customer Business Office, Meter Reading, Cash Operations, Energy Diversion, Service Center or District Offices. Shall be required by Company to pass the Customer Information System training proficiency test. Required to be effective when working

with the public and responding to customer requests and inquiries, as well as have other qualifications and qualities generally accepted as being desirable in a customer services classification. Works alone on duties for which employee has been trained and instructed and makes independent decisions as necessary to satisfy customer needs and provide quality customer service. Will automatically progress through the wage rate scale provided the employee's performance is satisfactory to qualify for advancement. May be required by Company to pass written and/or proficiency tests covering any of the following qualifications:

Typing with acceptable speed and accuracy (45 w.p.m.)/keyboard skills.

Aptitude for arithmetical calculations.

Ability to operate various office machines and personal computers as required.

Spanish speaking skills.

9735 *REPRESENTATIVE, CUSTOMER SERVICES, SENIOR

An employee who has demonstrated to the satisfaction of the Company, through a minimum of three (3) years' experience as a Customer Services Representative, that they are qualified to perform very sophisticated clerical tasks which require extensive decision making, accuracy, and independent judgment, with a minimal amount of supervision, Assists, and works with other personnel to endure the efficient operation of related departmental activity. Required to be effective when working with the public and responding to customer requests and inquiries. Demonstrates analytical skills and has the system knowledge of all applications utilized in functions relating to Customer Services; Customer Billing; Final Bills; Service Center and /or District Office Operations. Required to satisfy customer needs and be prepared to provide on-the-job training, and may be required to validate and approve cash drawers.

This position will not be used to replace a Foreman, Customer Service Representative

9850 *REPRESENTATIVE, FACILITIES

An employee who has demonstrated to the satisfaction of the company, that he/she is qualified to perform any and all advanced facilities functions with a minimum amount of supervision. Required to make independent decisions as necessary and have excellent verbal and written communication skills. Required to have high level organizational skills for dealing with tasks related to the orderly work flow of the department. Must have advanced computer skills and knowledge for maintaining facilities documents and spreadsheets. Must be motivated to improve current procedures. Establishes catalogs that are accessible to upper management that provide up to date budget information, including all purchasing card transactions and invoices for both O&M and capital communications. Employee must have knowledge of daily communications with contractors, and must have knowledge of daily operations within the facilities department and in order to interact on a daily basis with facilities department and contractors. Order maintenance materials and supplies and ensuring supplies are shipped to the appropriate locations. Required to pass written and /or proficiency tests covering the following qualifications:

Advanced computer skills, Ability to operate complex office machines/equipment, Aptitude for accounting operations and bookkeeping entries, Aptitude for more complex arithmetical calculations.

7485 *SERVICEMAN, CUSTOMER

An employee who has completed his apprenticeship and does such work as checking operations of gas meters, installing and altering gas meter and regulator installations; will make adjustments and repairs of domestic, commercial, industrial, and Company rental gas equipment and appliances. Will set or replace electric meters and inspect tampered gas and electric meters, inverted and switched electric meters and investigate all types of broken meter seals. Will make electric, gas cut-ins and cut-outs, seal or O.B.M. meters and in conjunction with the aforementioned duties will collect delinquent payments and deposits at the customers' premises. Will investigate gas customer complaints, make service checks on customers' premises and must be able to discuss service problems and advise both existing and prospective customers. Must be able to learn the application of pipe locator equipment, determine leak locations in regard to Company or customer side of water curb cock and investigate water customer complaints. May be required to change periodic clock charts at various locations. Must be able to write legibly and maintain a neat, clean appearance and must be qualified to work with the public.

A Serviceman, Customer shall be required by Company to reside within a thirty-five (35) mile radius of the Company headquarters to which they regularly report.

8966	*REPRESENTATIVE, SUPPORT SERVICES

An employee who is qualified to perform duties that may include but not limited to: operations of various office equipment, production copying equipment, and other related equipment within the scope of forgoing duties, processing mail, collecting, sorting, opening and receiving mail and materials/packages, shipping, handling, pick up and deliver of mail/packages internally and externally, run errands to other locations( vendors, Post Office, and different divisions of the company) using company vehicle, and provide a variety of office duties. Must be able to meet deadlines and produce top quality work, and be capable of heavy lifting.

8730 *SERVICEMAN, ELECTRIC

An employee engaged in setting electric meters and making electric and water cut-ins and making electric, water and gas cut-outs; making electric connections at the weatherhead and assisting the Troubleman. An employee who has had at least one (1) year's experience as either an Apprentice Lineman, Apprentice Fitter, or equivalent experience shall be given an experience rating to the one (1) year wage step.

An employee shall possess (within 30 days) and maintain a Commercial Drivers License (CDL). As of January 1, 2003, incumbents, if capable, will be required to possess a CDL within 90 days.

8720 *SERVICEMAN, EQUIPMENT

An employee who has a strong mechanical background and good knowledge of plant equipment and its lubrication needs. Duties will include equipment lubrication, changing filters, recordkeeping, and minor repairs, such as adjustment of packing, drive belts, tightening of safety guards and repair of minor leaks noticed during normal lubrication duties. Will be responsible for keeping his assigned area clean, maintaining lubrication equipment, and maintaining proper lubricant inventory. Will work under general supervision and have a good knowledge of plant safety and tagging procedures.

9745	*SPECIALIST, METER DATA

An employee who possesses the necessary knowledge and skill through experience and training to provide a high level of technical data processing and support to ensure all meter reading data for billing is complete and accurate. Employee is responsible for using his/her knowledge to support the electronic meter reading system for billing through daily processing of collected data. Maintains existing computer application software through trouble-shooting and installation of new software in all personal computers associated with the electronic meter reading system. Provides district offices with technical support for the electronic meter reading system including trouble-shooting and training.

Provides procedural instructions for use of computer software packages. Must understand the mainframe-p.c. link software to upload and download sensitive billing data through the electronic meter reading system. Maintains inventory of electronic handheld devices and ensures adequate equipment is available to all district offices through coordination and distribution.

Employee must have a thorough understanding of the fundamentals and have a practical understanding of data processing techniques, data collection procedures and meter read preparation. Must have comprehensive knowledge of personal computers, system hardware, communication devices and application software. Must have considerable knowledge of the electronic meter reading system and data acquisition. Must possess the ability to analyze and document the operations of the electronic meter reading system. Must be able to communicate effectively, both orally and in writing.

6035	* SPECIALIST, PARTS SENIOR, UTILITY FLEET

An employee who, under general supervision, is responsible for Fleet-wide parts operations, including inventory and stocking levels, purchase card functions, and the performance of duties relating to the ordering, receiving, shipping, handling, taking inventory, storing and disbursing of Fleet automotive and equipment-related materials and supplies. Provides input to management regarding vendor selection, evaluation and performance. Must possess the knowledge and skill, through training, certification or experience obtained by having spent a minimum of five (5) years as a Utility Fleet Parts Clerk (or similar experience), to operate and maintain (1) the Fleet/Corporate computer systems to handle all aspects of shop repair orders relating to issuing and receiving parts, and (2) the ordering and invoicing system. Must possess a comprehensive knowledge of overall Fleet parts operations, including terminology, practices, Fleet equipment, and automotive parts. Must possess good communication skills, both oral and written. Will be required to train personnel when required and to perform other duties as assigned.

8847 *STOREKEEPER

An employee with no less than two (2) years' experience as a Warehouseman, who has charge of a District Stores facility (outside the Reno area) and who is qualified to perform and direct, without direct supervision, and subordinate to the Supervisor in charge, all work relating to the ordering, receiving, shipping, handling, storing, disbursing and salvaging of materials and supplies, and the taking of inventories. The employee shall be familiar with the Company's Stores and Accounting procedures and other applicable rules. Shall be required to perform all related clerical duties and to operate equipment and/or Company vehicles within the scope of the foregoing duties. Shall provide general direction to any classifications assigned to assist him in performing stores work herein defined. May be assigned to perform other work as occasions arise.

8848 * STOREKEEPER/BUYER/PLANNER (FT. CHURCHILL ONLY)

Has charge of a District Stores facility and who is qualified to perform and direct all work relating to the ordering, receiving, shipping, handling, storing, disbursing and salvaging of materials and supplies, and the taking of inventories. The employee shall be familiar with the Company’s Stores and Accounting procedures and other applicable rules. Shall be required to perform all related clerical duties and to operate equipment and/or Company vehicles within the scope of the foregoing duties.

Provide all material and inventory support for the Generating Facility. Plans, directs, controls procurement or required materials, equipment and supplies. Consults with the customers to maintain appropriate stock levels. Build customer relationships and acts as one point of contract for all supply chain needs for their customer’s organization. Maintains a high level of customer satisfaction.

Responsible for qualifying vendors, preparing and issuing formal bids, evaluating bids, establishing long-term blanket supply agreements and strategic alliance agreements that support service goals by obtaining the best combination of delivery, quality, quantity and price. Establishes and maintains communications with the suppliers to support the supply chain. Coordinates supplier evaluations periodically in concert with the customer/user group. payments.

8055 * SURVEYOR

Directs the work and activities of the Survey Crew in the performance of measurements upon the land of features and fixtures of Company-owned land and land rights, construction layout and staking of improvements and facilities, and other survey related activities in support of Company objectives. Maintains and operates all survey and survey related equipment. Checks plans for accuracy, performs research, calculations and other field checks to insure correctness, maintains data collector files and oversees survey crew to make sure correct survey procedures and safety requirements are met. Possesses fundamental knowledge of Land Survey principles and practices and actively pursues performance excellence. The Surveyor shall be responsible for the survey crew’s activities in the performance of their duties. Must possess a valid Professional Land Surveyor’s license. Performs such other duties in the field or office as may be assigned.

8780 *SURVEYOR, LEAK

An employee with background and experience in Gas Operations with training in leak surveying or fitting or other related equivalent fields. Must have a good knowledge of and be capable of operating and performing minor maintenance and care of equipment, such as: combustible gas indicator, flame ionization leak detector, odorometer, pipe locator and any other equipment that may be required by regulation for use in locating and pinpointing gas leaks in underground or above-ground installations of the gas system. Will be required to test for gas in basements, vaults, manholes and other areas where gas may accumulate as part of the continuing gas leak survey program and assist in the annual system leak survey program. Will be required to repair minor leaks on above-ground facilities. May be assigned to grease and operate gas valves throughout the system and to clean out and/or raise valve road boxes. May also be required to assist the Gas Pressure Operator in the control of gas pressure throughout the distribution system. May be required to pick up and change pressure and/or volume flow charts from gate and regulator stations and commercial customers. May be assigned other duties as required in the operation of the gas distribution system during peak loads or emergencies under the direction of a higher classified person. Must be able to write legibly and keep accurate records. Will be required to make out daily and monthly reports.

*TECHNICIAN, TELECOMMUNICATIONS SYSTEMS

7146

An employee, who is qualified by training and knowledge, may be required to install, maintain, repair, adjust or program various types of telecommunication voice and data transmission equipment. Equipment may include, but not limited to, various SCADA RTU’s, digital and analog microwave radios, fiber optic SONET multiplexers, digital T1 multiplexers, digital cross connect switches, automatic telephone PBX, key systems and telephones, electric and gas system telemeter equipment, transfer trip equip, power line carrier RF equip, trunked radio system, spread spectrum and two-way radios, and other telecommunications and electronic work as may be required. The employee may be required to assist Telecommunications Engineers with system circuit design and project planning. The employee must have a working knowledge of laptop computers. The employee may be required to assist in the training of department personnel.

Prerequisites:

a) Must hold a Federal Communications Commission General Radio Telephone Operator License, National Association of Business and Educational Radio (NABER) certificate, or National Association of Radio and Telecommunications Inc. (NARTI) certificate prior to completion of six (6) months of employment.

b) Must have completed the Telecommunications apprenticeship or have prior telecommunications related work experience.

7133 *TECHNICIAN, TELECOMMUNICATION SYSTEMS

An employee, who is qualified by training and knowledge, may be required to install, maintain, repair, adjust or program various types of telecommunication voice and data transmission equipment. Must have a thorough knowledge of the SCADA system and be capable of performing maintenance and repair on that equipment or any peripheral equipment associated with the system. Other equipment skills may include, but not limited to , the EMS computer various RTU’s,

UPS , digital and analog microwave radios, fiber optic SONET multiplexers, digital T1 multiplexers, digital cross connect switches, automatic telephone PBX, key systems and telephones, electric and gas system telemeter equipment, transfer trip equip, power line carrier RF equip, trunked radio system, spread spectrum and two-way radios, and other telecommunications and electronic work as may be required. The employee may be required to assist Telecommunications Engineers with system circuit design and project planning. The employee must have a working knowledge of laptop computers. The employee may be required to assist in the training of department personnel.

Prerequisites:

Must have completed a minimum of two years as a Telecommunications Technician and successfully completed and passed the Telecommunication Systems Technician course of instruction and required tests.

7075 *TECHNICIAN, CONTROL

An employee who has been a Journeyman Electrician for at least two (2) years and has successfully completed the Control Technician course. He/she will be further qualified by training and knowledge to install, maintain, test, repair and adjust protective relays, substation control equipment, substation equipment, substation metering and other work as required. Must be qualified to perform switching. Must be able to analyze and troubleshoot complex substation equipment and record test data and prepare detailed test reports and analytical graphs or data tables. Must be capable of work planning.

7015 *TECHNICIAN, RELAY CONTROL, SENIOR

An employee who is presently a Control Technician and has been a Control Technician for at least two years (if no bidders other sources may be considered). After acceptance of position, employee will be further qualified by serving an internship working under the direction of a Senior Relay Control Technician. Upon completion of internship, the intern Senior Relay Control Technician will be given a comprehensive written and hands-on examination by Senior Relay Control Technicians to prove himself competent to work with and to understand the following: Must be fully qualified to install, maintain, test, repair, and adjust both the normal and most complex types of microprocessors, solid state, and electro-mechanical relays and relay packages. Must be qualified to perform switching. Must have the capability to analyze and troubleshoot all types of complex substation relay, control and disturbance analysis circuits and devices. Will be required to do work planning and assist in the training of Control Technicians. Must have the capability to prepare and analyze detailed test reports, graphs, and tables. Must be able to assume a lead role in the installation start-up and testing of new protection/control equipment for substations.

7156 *TECHNICIAN, ELECTRICAL/INSTRUCMENT (PLANT)

An employee who is a graduate of an accredited two-year technical educational institution in a field related to one (10 of the engineering sciences, or possesses the equivalent knowledge, and is qualified by training to perform a wide variety of skilled electrical and instrumentation work in the installation, maintenance, repair and testing of electrical and electronic equipment in a generation facility. Performs a wide variety of precision tests, repairs, calibrations, modifications, maintenance, inputs on numerous electronics. Including pneumatic and hydraulic system. Must have thorough knowledge of computer based processes, electrical control systems, and the required skill level to troubleshoot and repair these systems, may perform other related duties as required. Must be thoroughly familiar with the Company’s electrical and mechanical tagging and safety rules and be able to render first aid. This classification to be paid 5% above 7110/7150.

7110 *TECHNICIAN, ELECTRICAL, PLANT

An employee who is a Journeyman and is engaged in testing, repairing, maintaining and installing all types of electric and electronic equipment and related components in generating stations. May be required to do plant and plant substation switching. May be required to do incidental welding, such as tack hangers and test welding machines after repair, etc. Must be qualified to operate station crane. His background of apprenticeship and experience must be such as to qualify him to perform these duties with skill and efficiency. He may also be required to instruct or advise operating personnel on problems pertaining to electrical equipment. He must be thoroughly familiar with Company's electrical and mechanical tagging and safety rules and be able to render first aid.

7073 *TECHNICIAN, INSTRUCTION/STANDARDS

An employee who possesses the necessary knowledge and skill through experience and training to prepare, direct and schedule training for Apprentice and Journeymen Electricians and other Company personnel who may be required to work in or around electric substations. Must have been a Journeyman Electrician for at least four (4) years. Must be able to demonstrate complete knowledge of current installation and maintenance procedures for all substation equipment to include, but not restricted to gas, oil, air and vacuum circuit breakers; transformers, tap changers and regulators and all ancillary equipment involved with same. Must have a basic knowledge of transmission and distribution relay protection schemes including transformer and bus protection. Must be able to read, comprehend and interpret all electric blueprints such as one (1) line, three (3) lines, wiring diagrams, schematics and erection drawings and plot plans. Must be familiar with all safety standards (i.e. IEEE, ANSI, OSHA and SPPCo.). Will have successfully completed substation and overhead switching training. Must have ability to read and comprehend technical material, instruction manuals and textbooks for the purpose of training other personnel in the maintenance and installation of new and existing equipment. Must have a thorough knowledge of, and the ability to train others in electrical test procedures and overhead substation switching

procedures. Must have a thorough knowledge of and the ability to administer the Electrician Apprenticeship Agreement between SPPCo. and IBEW Local 1245. Will be required to organize and maintain training files and records, prepare and present both written and oral reports, and conduct training for large and small groups in both classroom and field settings. Will act as SCAT apprenticeship liaison to SPPCo. Joint Apprenticeship Committee and the State of Nevada Apprenticeship Council. When not engaged in instruction and standards, may be assigned to work as an Electrician. Will be subject to overtime assignments when working as an Electrician and averaged into the year to date overtime list.

7150 *TECHNICIAN, INSTRUMENT

An employee who is a graduate of an accredited two-year technical educational institution in a field related to one (1) of the engineering sciences, or possesses the equivalent knowledge, and is qualified by training to install, calibrate and test instruments and meters used in steam, hydro, diesel and gas turbine power plants, and who has further qualified himself by training and education to install, calibrate, test and service complex automatic control systems such as combustion controls, chlorination equipment, etc., in order to obtain efficient operation. May perform, under direction, corrective measures to improve the performance of equipment. Must be able to understand relatively complex technical problems and perform a wide variety of non-routine tasks where only general methods of procedure are available. Must be able to plan and conduct tests on various power plant equipment, perform test calculations, interpret the results and prepare detailed test reports, graphs, etc. May perform other related duties as required.

7515 *TECHNICIAN, LAB

An employee who, under general supervision, operates station water treating equipment, secures and analyzes fuel, water and air samples and maintains proper chemical treatment for the plant water, fuel and steam systems. Must be proficient with standard laboratory techniques and equipment for analyzing fuel, water and air samples. Makes necessary chemical calculations and prescribes required feed rates and correction procedures to maintain established chemical control limits and practices. Monitors and maintains proper calibration on station chemical instrumentation and performs minor servicing as required. Maintains filing system and log of all data pertinent to station water and fuel treatment. Prepares written reports and performs statistical work and other related duties as required. Assists, if required, in unloading and storage of all chemicals, and will maintain chemical burn and eyewash stations. Will train operators and other personnel in chemical analysis and operation of water treatment as required. Is responsible for cleanliness of chemical laboratory, water treatment equipment areas and for maintaining proper stock of water treatment chemicals. Must be familiar with Company's safety rules and be able to render first aid. May be required to work shift work. When not assigned to laboratory duties, may be assigned to work in accordance with Section 6.13(b).

8946	*TECHNICIAN, MAPPING I

This entry-level position performs work under the close guidance and direction of a Mapping Technician II, Senior Mapping Technician, or the Supervisor. Checks and updates both CAD maps and database attribute files with Work Order/Project designs that range in complexity from simple to moderately complex. Checks Work Order/Project designs for accuracy, completeness, and adherence to mapping standards and notifies a designated Mapping Technician II, a Senior Mapping Technician, or Supervisor. Transfers project design landbase information to the CAD maps and database attribute files when necessary. Maintains the customer-to-transformer link within the mapping system. Learns the operation of the mapping software as well as how the mapping software interacts with AutoCAD. Performs other related work for which the employee is capable and qualified to safely perform as assigned.

8945 *TECHNICIAN, MAPPING II

In this position an employee will progress from entry level to an experienced Mapping Technicians through training and experience. Will work under the direction of more experienced Mapping Technicians, Senior Mapping Technician, or the Supervisor. Checks and updates both CAD maps and database attribute files with Work Order/Project designs that range in complexity from simple to highly complex. Checks Work Order/Project designs for accuracy, completeness and adherence to mapping standards, and notifies proper personnel of any significant inconsistencies or discrepancies discovered in the designs. Will attempt to clarify or resolve problems with the designs by contacting the appropriate people responsible for the Work Order/Project. Updates the network model and landbase data with corrections provided. Transfers project design landbase information to the CAD maps and database attribute files when necessary. Will correct any corrupted CAD maps including landbase files and connectivity maps when found. Maintains the customer-to-transformer link within the mapping system. Coordinates with other departments to ensure that project design and as-built information is provided to the department in accordance with the required mapping standards. Will progress to fully understand the interaction of the mapping software and AutoCAD and will generate solutions to problems that are encountered with this interaction. Prepares mapping software problems logs. May review the work of the Mapping Technician I position. When qualified may participate in training of less experienced personnel. Performs other related work for which the employee is capable and qualified to safely perform as assigned.

8391	*TECHNICIAN, MAPPING SENIOR

This position performs work independently or under the limited direction of the Supervisor. Reviews completed work within the department for accuracy, completeness, and adherence to established procedures and standards. Reports results to the supervisor. Independently checks and updates CAD maps, database attribute files, the network model, including

landbase updates. Reviews Mapping Technician I & II updates to the CAD maps and database attribute files. Checks Work Order/Project designs for accuracy, connectivity, completeness, and adherence to mapping standards. Creates and maintains all mapping standards and documentation. Reviews landbase changes and determines the impact to the mapping database. Provides guidance to Mapping Technicians I & II positions

to accomplish the updates of the landbase information. Maintains the customer-to-transfer link and reconciles the automated assignment system when errors occur. Coordinates efforts with other departments to ensure that project design and as-built information is provided to the department in accordance with the required mapping standards. Prepares mapping software change requests and problem logs, proposes workaround solutions, and verifies and coordinates final problem resolution. Develops, prepares, and conducts training to the Mapping Technicians I & II positions. Supports all departmental needs related to the mapping software and AutoCAD software with regard to the software menus, macros, and scripts. Resolves any problems related to the department systems and the mapping process or data updates. Performs other related work for which the employee is capable and qualified to safely perform as assigned.

7165 *TECHNICIAN, METER I

An employee who is a journeyman and has served successfully his apprenticeship or equivalent for Technician, Meter I. Must have sufficient working knowledge of electricity to be able, by the use of instruments, to determine power, volt amperes, power factor and reactive component in an electric circuit. Must be able to program, test, read, and troubleshoot demand, reactive, and TOU meters, both induction and solid state types, and solid state recorders, using computers where needed. Applicants will be expected to prove possession of these qualifications by successfully passing a test with a score of 75% or better.

7170	*TECHNICIAN, METER II

An employee who is a journeyman and has been a Technician, Meter I for at least two (2) years and who, in addition, has successfully completed the Technician, Meter I course plan. Must be able to perform all the tasks as specified for Technician, Meter I, plus be able to program, read, test, and troubleshoot multi-tariff four-quadrant meters and specialized test equipment and metering systems. Applicants will be expected to demonstrate their competence in these fields by passing a written test with a score of 75% or better.

7175	*TECHNICIAN, METER, SENIOR

An employee who is a journeyman and has two (2) years of job experience as a Technician, Meter II and who, in addition, has successfully completed the Technician, Meter II course plan. Must be able to perform all the tasks as specified for the Technician, Meter II, plus be able to troubleshoot Itron Hardware and resolve billing translation and mainline billing problems, using load graphs or other computer listings as needed. Will be required to do work planning and assist in developing and presenting training programs for Apprentices and Meter Technicians. This position is promotional only. Successful candidate will report to the Working Foreman, Meter Technician.

7125 *TECHNICIAN, REGULATOR, GAS

An employee under the supervision of the Gas Meter Shop Foreman whose responsibilities and duties include the repair, maintenance, and calibration of gas control and measuring devices within the distribution system including gas regulator stations and meter stations. Must be capable of working alone when required.

Shall be required to test, calibrate, and maintain maintenance schedules of gas meters and various equipment, instruments, large house regulators where pounds pressure is delivered, pressure and temperature compensating devices, scallop recorders, combination meters with regulators, 3" and larger water meters with strainers. Must have experience on all mechanical and electronic correcting devices used in Company's system. Will be required to assist in training personnel in all phases of gas control and regulation. May be assigned to other duties as required to assure safe and reliable gas supply and service throughout the system. Must be capable of analyzing the gas equipment of Company's commercial and industrial customers and provide pertinent information in relation to their natural gas facilities. Shall be responsible for recording all maintenance and inspection records as required by Department of Transportation regulations.

Must have completed two (2) years' experience as Journeyman Meterman-Gas, or equivalent.

8888 * TECHNICIAN, SERVICE

An employee who is qualified to perform work on electric meter service panels rated a maximum of 240 V line within a six-month period and without direct supervision can perform electric cut-ins, make electric and gas cut-outs, and self-contained single-phase meter exchanges. Will be required to troubleshoot communication failures at the electric meter level or gas communication module. May be asked to repair a communication failure by exchanging electric meter or gas communication module. Employee must complete training course and demonstrate working knowledge and proficiency in the craft for which they work. Must be qualified as a Meter Reader as they may be asked those duties. Will be required to inspect service points to detect tampers, diversion, vandalism and service hazards.. Must be thoroughly familiar with Company Safety Rules

7155 * TECHNICIAN, SHIFT, INSTRUMENT & CONTROL, PINON

An employee who is a graduate of an accredited two-year technician educational institution in a field related to one of the engineering sciences, or possesses the equivalent knowledge, and is qualified by training to install, calibrate, and test instruments and meters used in steam, hydro, diesel and gas turbine power plants, and who is further qualified by training and education to install, calibrate, test and service complex automatic control systems such as combustion controls, chlorination equipment, distributive control systems, etc., in order to obtain efficient operation. May perform, under direction, corrective measure to improve the performance of equipment. Must be able to understand relatively complex technical problems and perform a wide variety of non-routine tasks where only general methods of procedure are available. Must be able to plan and conduct tests on various power plant equipment, perform test calculations, interpret the results and prepare detailed test reports, graphs, etc. May perform other related duties as required including plant operating duties that he has been trained to perform. (This position is a shift employee and is subject to the current 12-hour shift scheduled agreement and/or applicable sections of Title 6 in the Collective Bargaining Agreement.)

7052 *TECHNICIAN, SUBSTATION

An employee who has been a Control Technician for at least two (2) years and has successfully completed the Substation Technician training course. Must be fully qualified to install, maintain, test, repair, and adjust some solid state relays and electro-mechanical relays and relay packages. Must have an advanced knowledge of substation equipment and their mechanical function and the ability to repair, test, adjust, and maintain this equipment. Must be qualified to perform switching. Must have the capability to analyze and troubleshoot all types of complex substations, controls, and disturbance analysis circuits and devices. Will be required to do work planning and have a good working knowledge on substation construction and maintenance problems.

6052	* TRAINER, LINES

Will be required to organize and maintain training files and records, prepare and present both written and oral reports, and conduct training for large and small groups in both classroom and field settings. Conducts assessments and evaluations of training programs to determine effectiveness. Will be responsible for training and testing various personnel, including Journeyman and Apprentices. Must be able to demonstrate complete knowledge of current installation of and maintenance procedures for overhead and underground distribution. Must be familiar with all applicable safety standards. Must have ability to read and comprehend technical material, instruction manuals and textbooks for the purpose of training other personnel in the maintenance and installation of new and existing equipment. Must have a thorough knowledge of and the ability to administer the Lineman Apprenticeship Agreement between NV Energy and IBEW local 1245. Must be qualified to perform switching. Performs other related duties as required and may be required to work in a qualified classification as needed. Must be a Journeyman Lineman with not less than two (2) years of experience as such. Required to maintain skills and qualifications of an Electric lineman.

6030	* TRAINER, SUBSTATION

Will be required to organize and maintain training files and records, prepare and present both written and oral reports, and conduct training for large and small groups in both classroom and field settings. Will be responsible for training and testing various personnel including Journeymen and Apprentices. Must have a thorough knowledge of the Apprenticeship Agreement between NV Energy and IBEW Local 1245. Must have the ability to read and comprehend technical material, instruction manuals and textbooks for the purpose of training other personnel in the maintenance and installation of new and existing equipment. Will have successfully completed overhead switching training. Must be familiar with all company safety standards. Performs other related duties as required and, when not engaged in instruction and standards, may be assigned to work as an Electrician. Must be a Journeyman Electrician with not less than two (2) years of experience as such. Required to maintain skills and qualifications of an Electrician.

7225 *TROUBLEMAN, ELECTRIC

An employee with at least two (2) years of experience as a Lineman, engaged in performing any overhead and underground work in connection with maintaining electric service to the public, including the installation of all types of customer services, including risers and terminal connections when the service is to be underground, meters and materials, replacing line and transformer fuses; patrolling, switching, restoring service on "no light" and "no power" calls and operating unattended substations. Must be qualified to perform switching. May install Company-owned customer outdoor lighting service equipment, may make short secondary extension using bundle conductors and may perform emergency maintenance and/or repairs to overhead and underground secondary and primary circuits which he is equipped to handle. May do minor repairing on customer's equipment. Must be qualified to work with the public.

A Troubleman may work alone or may have additional personnel assigned to assist him. Troubleman when working in a two-man unit performing work as outlined above may have any one (1) of the following as an assistant: another Troubleman, a Lineman, or an Electric Serviceman. When installing services the assistant may be an Apprentice Lineman assigned for training as provided under the apprentice training program.

When working on work as outlined above in a three-man unit the Troubleman may be assisted by another Troubleman and one (1) Electric Serviceman or by two (2) Electric Servicemen.

If any other combination of three (3) or more persons is used or work is performed other than outlined above, the unit shall constitute a crew and will require a Working Foreman as part of the complement.

A Troubleman shall be required by Company to reside within a thirty-five (35) mile radius of the Company headquarters to which they regularly report.

9115	*UTILITY MATERIALS SPECIALIST

An employee who is qualified to perform, without direct supervision, and subordinate to the Working Foreman or Supervisor in charge, duties relating to the ordering, receiving, shipping, handling, storing, disbursing and salvaging of materials and supplies, and the taking of inventories. Shall be required to perform related clerical duties. May be required to operate equipment and/or Company vehicles within the scope of the foregoing duties. May be required to provide general direction to any classifications assigned him in performing work herein defined.

9116	*UTILITY MATERIALS SPECIALIST (GENERATION ONLY)

Employee shall automatically progress to the first step of Utility Materials Specialist I after three (3) years in this classification.

8842 *UTILITY MATERIALS SPECIALIST I

An employee with at least two (2) years of experience as a Utility Materials Specialist and who is qualified to perform, without direct supervision, and subordinate to the Working Foreman, or Supervisor in charge, duties relating to the ordering, receiving, shipping, handling, storing, disbursing and salvaging of materials and supplies, and the taking of inventories. Shall be required to transport supplies and equipment; load and unload truck, maneuver truck and operate fixed and attached equipment; responsible for keeping tools in good order. Will also be required to operate other equipment and/or Company vehicles in connection with foregoing duties. Will be required to perform related clerical duties. May be required to provide general direction to any classifications assigned him in performing work herein defined.

GENERATION ONLY: An employee with at least three (3) years of experience as a Utility Materials Specialist.

9118 *UTILITY MATERIALS SPECIALIST, TRAINEE

An employee not required to have prior warehouse experience and who, after passing a clerical battery and physical abilities test, will receive formal training in order to perform the duties of Utility Materials Specialist. Performs work as an assistant to or under direct supervision on jobs for which he has been trained and instructed. The employee must satisfactorily complete classroom training on basic inventory management, on-the-job training in computer operation, equipment operation, general material classification and become familiar with inventory management policies and procedures. Will be required to perform duties relating to the ordering, receiving, shipping, handling, storing, disbursing and salvaging of materials and supplies, and the taking of inventories. Shall be required to perform related clerical duties. Will be automatically reclassified to the title and beginning rate of Utility Materials Specialist after six (6) months of satisfactory job performance in the trainee classification.

8655 *UTILITYMAN, GAS

An employee with knowledge and experience of the operation and maintenance of gas distribution systems. This employee will be under the general supervision of a person in a higher classification and shall be required to perform duties which include the control of pressure and maintenance of the gas flow in the distribution system and operation and maintenance of the gas regulator stations. Must be able to operate, test and/or calibrate and perform scheduled maintenance on all equipment or instruments used in gas measurement and heating value of the gas. Will be required to change pressure and volume charts from various recorders and take readings and compute gas usage. May be assigned other duties as required to insure the safe and reliable operation of the gas system during peak loads or emergencies. Under supervision, will be required to perform all of the duties of the Gas Pressure Operator during his absence. Must be able to write legibly.

8420 *UTILITYMAN, MAINTENANCE, SENIOR

An employee who performs all types of skilled maintenance associated with building maintenance, including but not limited to, repairs and upkeep of mechanical equipment, electrical systems, changing filters, chemical treatment, plumbing, etc. He shall direct and train the work of others assisting him. Will be required to perform other related duties as necessary. Must have two (2) years' experience in working with mechanical/building equipment, or equivalent work experience with air handling system.

7601 *UTILITYMAN, SUBSTATION

An employee who has successfully completed at least eighteen (18) months of the Apprentice Electrician training course or equivalent. Work will include but not be limited to changing substation meter charts (including fault recorders), record meter readings, record breaker, regulator and transformer operation counter, pressure and temperature, general inspection of substation for discrepancies and making sure substation is stocked with clearance tags, light bulbs and other miscellaneous equipment. Employee will be required to work alone. Employee will be required to use simple instruments such as voltmeters and ammeters to check for proper voltage and current at various locations within the substation.

8890 * UTILITYWORKER, COMMUNICATIONS

An employee who is qualified to provide quality customer service by installing, troubleshooting, repairing, testing, maintaining and verifying port connections and equipment for all types of Company operated telephone systems, including digital and analog terminations, distribution, cabling, fiber optics, network interface systems, circuit protective devices and other terminating and distribution equipment as directed. Is also required to provide quality customer service by resolving radio frequency interference complaints under the general supervision of a qualified employee. May be required to assist Journeyman Communications Technicians and perform other work as assigned.

9585 *UTILITYWORKER, UNIVERSAL

An employee who must have demonstrated, prior to the job award, proficiency in at least one of the required skills outlined in the requirements below and must attain and maintain the remaining skills while progressing timely through the six (6) month skill acquisition steps. Must successfully complete, to the company’s satisfaction, the required competencies at each step before the next wage step will be granted. Will be required to perform work as needed and as qualified. When assigned to a line crew, this position does not substitute for a journeyman lineman. Must be able to operate various office machines and personal computers as required. . Requires DOT pre-employment Drug Test prior to job. Must obtain CDL license within 30 days from job award date.

Must be proficient in the following areas to progress through the wage steps. Required proficiencies:

-	Warehousing – may be required to perform various Stores Department duties and other misc. duties as required by th Supervisor. (inventory, lifting, work orders) (Minimum 2-3 day training program as required)

-	Line Crew Work- may be required to make a blanket work and job orders in connection with local crew operations. (qualified ground help, equipment operation/certification, appropriate driver’s licenses) (Minimum 40-hour training program)

-	Meter Reading- reading and computing demand files, collection of delinquent accounts, and electric cut-ins and cut-outs. (meter reading training, hand-held device training, dog bite prevention training, etc. as required by department)

Note: It is intended this classification be used only in the areas where Company may not need the full-time services of certain Bargaining Unit classifications, and to perform various other semi-skilled duties.

7380 *WELDER, MECHANIC

An employee who is qualified to perform, under general supervision, all phases of SMAW, GTAW, GMAW, brazing and gas welding. Welder qualifications will be demonstrated through administered test(s) required by the corporate R-Stamp program. Periodic demonstration of qualifications will be required and administered according to the R-Stamp program. Must have completed and passed the ICS portion of the Apprentice Plant Mechanic training program. He must be familiar with and perform repairs of boilers, turbine, generators and all auxiliaries and perform these and other related duties with skill and efficiency. He is required to work from drawings and sketches, do layout work for fabrications of pipe and pipe hangers, know proper procedures for stress relieving and be thoroughly familiar with the Company's electrical and mechanical tagging and safety rules and be able to render first aid.

9250 *WORKER, BUILDING SERVICES, LEAD

An employee working with and directing other Building Services Workers in maintaining the building and surrounding areas, to which he is assigned. Must be familiar with all details of Building Services work and shall provide supervision and training to the Building Services staff. Will be required to maintain supplies and to see that Building Services equipment is kept in good working condition. Shall notify Supervisor when repairs are needed and when problems arise. Must have three (3) months’ experience as a Building Services Worker before assignment to the job. May be required to keep time slips and records. May be required to have a valid Health Department Work Permit.

ATTACHMENT II

EXHIBIT "B" (2)

(Amended 8/16/2010)

DELETED/AMENDED/ADDED JOB CLASSIFICATIONS

The following classifications shall be deleted and the incumbents shall be reclassified as indicated:

9590 Clerk, Field

becomes

9585 Utilityworker, Universal

9893 Clerk,/ Print Shop /9889 Messenger, Outside

becomes

8966 Representative, Support Services

6395 Foreman, Light Working (Gas)

becomes

6280 Foreman, Working Heavy (Gas)

6815 Foreman, Service Utilityman Working

becomes

6815 Foreman, Technician, Working

8709 Grounds Maintenanceman

becomes

8709 Grounds Maintenanceman II

9240 Helper, Building & Grounds

becomes

9240 Grounds Mainteanceman I

8888 Utilityman, Sevice

becomes

8888 Technician, Service

The following classifications shall be deleted:

1. 9624 Clerk; Parts

2. 7543 Fabricator/Welder, Certified

3. 8900 Operator, Photo-Typeset

4. 9840 Operator, mail Inserter

The following classifications were amended:

6385 Driver, Transport, Heavy

7620 Fitter

7460 Fitter/Welder

6281 Foreman, Construction, Working, Heavy

6031 Foreman, Control, Working

All Foreman, General, Working (Upgrade Only)

6041 Foreman, Lab, Working

6820 Foreman, Support Services, Working

6815 Foreman, Technician, Working

6450 Foreman, Utility Materials, Working

6280 Foreman, Working, Heaving, (Gas)

7050 Investigator, Revenue Protection

7332 Lineman, Transmission (Traveling)

7510 Operator, Assistant Distribution Systems

7219 Operator, Distributions Systems

7222 Operator, Emergency Relief (Grid)

8772 Operator, Equipment, Heavy

7221 Operator, Grid Reliability

7220 Operator, Transmission System

8716 Repairman, Construction

8535 Repairman, Tool (Power Production)

9735 Representative, Customer Services, Senior

8888 Technician, Service

9585 Utilityworker, Universal

The following classifications were added:

8645 Coordinator, Fleet Assets/Special Projects

9240 Grounds Maintenanceman I

8907 Grounds Maintenanceman II

7223 Operator, Emergency Relief

9624 Parts Specialist, Utility Fleet

9850 Representative, Facilities

8966 Representatives, Support Services

7156 Technician, Electrical/Instrument

8946 Technician, Mapping I

8945 Technician, Mapping II

8931 Technician, Mapping Senior

6052 Trainer, Lines

6030 Trainer, Substation

100

ATTACHMENT III

LETTERS OF UNDERSTANDING

1.	CLERICAL BIDDING NOTES (See Attachment IV, Exhibit "C" (1), Bidding Notes)

2.	SICK LEAVE PAYOFF (See Title 15.9)

3. COMMUNICATIONS TECHNICIAN, TELECOMMUNICATIONS

DEPARTMENT (Deleted March 2007)

4	EQUIPMENT OPERATOR EVALUATION COMMITTEE

(Deleted 1/1/98 - Reinstated 1/1/03)

A committee, known as the Joint Equipment Operator Evaluation Committee, shall be established for the purpose of providing professional, objective evaluation of applicants or bidders who are being considered for placement or advancement to any position requiring operation of specialized construction equipment.

B.	The committee shall be composed of two (2) qualified management members appointed by the Company and two (2) qualified bargaining unit members appointed by the Union as follows.

1.	Any two (2) management representatives who are qualified by training and experience to serve on the Joint Equipment Operator Evaluation Committee. (Amended 8/16/2010)

2.	(Deleted 8/16/2010)

3.	Two (2) Equipment Operator III’s or above from the department into which applicant will be placed; member must have a minimum of five (5) years’ experience in the specific type of equipment which evaluation is to be conducted.

4.	Departments will develop a list of qualified people who shall serve on the committee and will be selected on an “as available” basis at the time evaluation is needed.

C.	The committee will evaluate all applicants according to the requirements set forth by the Safety and Training Department, user department, CBA and any applicable laws or Department of Transportation Regulations.

The committee will evaluate all applicants using test forms and field testing procedures designed by the Safety and Training Department. All evaluations will either be pass or fail based on a point system and will be documented; all documentation will be placed in applicant qualification file. (Added 1/1/03)

5. EQUIPMENT OPERATOR PROGRAM (Deleted 1/1/98)

6.	EMERGENCY RESPONSE PROGRAM (See Attachment VIII)

7.	FAMILY SICK LEAVE PROGRAM (See Title 15.10)

8.	TELEPHONE ALLOWANCE (Deleted 8/16/2010)

9. DEPARTMENTAL SENIORITY FOR LABORERS

(Deleted 1/1/95)

10. YARD OPERATOR--POWER PRODUCTION

All incumbent employees in the Yard Operator classification shall be reclassified to Senior Yard Operator effective May 1, 1991.

11.	CLERICAL OCCUPATIONAL GROUP - CHANGING WORK HOURS (See Title 6.15)

12.	ACCIDENT PREVENTION BOARD BUSINESS REPRESENTATIVE AS MEMBER

E-MAIL FOR UNION COMMUNICATIONS

NEW EMPLOYEE ORIENTATION PARTICIPATION BY UNION

(See Title 14.6)

13.	JOINT BENEFITS COMMITTEE ESTABLISHED

OPTIONAL LIFE INSURANCE

LONG-TERM DISABILITY BARGAINING UNIT INSURING

PLAN

(See Title 22)

14.	PART-TIME EMPLOYEES TERMS AND CONDITIONS

(See Titles 3.5 & 22)

101

15.	EQUIPMENT OPERATOR PROGRESSION GUIDELINES

(Amended 7/13/07)

The Equipment Operator I performance test will generally consist of the following: Monthly evaluations by the Working Foreman or equivalent (a form entitled “Equipment Operator Evaluation” will be used for such evaluations). Additionally, the employee will be required to study and become knowledgeable of proper equipment safety and operating techniques as well as maintenance procedures for each piece of equipment he operates within the Equipment Operator I classification. This information is typically found in the equipment operator’s manual and/or in other publications which deal specifically with operating equipment.

Demonstration of Equipment Operator II skills will generally be determined through demonstrated proficiency, which will be evaluated and documented on the form entitled “Equipment Operator Evaluation”. These evaluation forms are to be completed at least quarterly by the Working Foreman or equivalent. The Equipment Operator II should have these skills evaluated by at least 75% of the Working Foreman in a given department over the course of the progression, which will help ensure a representative yet thorough appraisal of the operator’s skills is being achieved.

16.	WORK-AT-HOME SCHEDULE

Amended and restated 8/16/2010:

This letter refers to the work-at-home schedule.

The parties have agreed to the following guidelines to provide a more useful and productive work environment with little impact to those working in the office. The following are stipulations that must be met in order for employees to work at home.

1.	(a) Subject to management approval, if an employee requests and presents evidence of condition(s) whereby they cannot otherwise report to work, then the employee will be able to work productively at home.

(b) If the Company experiences exceptional working circumstances necessitating temporary closure of the regular work environment the Company may request and upon employee agreement allow the employee to work at home. However, if the employee refuses to work-at-home and the Company has no suitable location available, the employee may be required to use vacation time, if accrued; otherwise, they may not be paid.

An office environment must be kept in the home during such time to promote an environment free from noise and outside distractions. The home office used in a “Work-At-Home” may be subject to management inspection prior to approval of “Work-At-Home” and a maximum of two (2) times monthly thereafter. Any home office inspection shall require four (4) hours prior notice to the affected employee.

3.	The employee should be available to come into the office as required by management and, where appropriate, approved by their physician.

4.	Employee performance must remain consistent or better with what has been observed in the office.

5.	Management may request at any time for the employee to return to the office to work on a permanent basis with seven (7) days written notice.

Upon Company approval the employee may choose to use their own personal computer (not supplied by the Company), Company will not be responsible for any damage to or malfunction of the computer. Company will maintain all equipment owned by the Company and give reasonable verbal notice for temporary return to work for equipment malfunction, technical problems, etc. Company may decline to allow the use of personal computers that do not adhere to Company’s standards or requirements.

7.	The employee may be required to work at least one (1) day a week in the office.

8.	The employee will provide an expected "date of return" to the supervisor prior to being granted a “Work-At-Home schedule. Any request for changes to the “date of return” will be immediately communicated to the supervisor for review and possible approval.

9.	The employee will sign a document stating agreement of the above with the expected date of return.

17. GENERATION WORK SCHEDULES

Exhibit A Nine (9) Hour Work Schedule (Added 1/1/03)

This section will define and outline 9-hour work schedules. (Also see Title 6.2a)

The 9/80 work schedule will be considered the employees “regular” work hours as it applies in all sections of the Collective Bargaining Agreement (CBA), unless otherwise stated herein

1. Work Schedule:

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a)	Change to a bi-weekly work schedule consisting of eight (8) days at nine (9) hours per day and one (1) day at eight (8) hours per day. Workweek schedule will begin at 1000 (10am) on Friday and end at 0959 (9:59am) the following Friday.

b)	On the scheduled eight (8) hour workday, all of the provisions of the CBA apply.

c)	Lunch will be scheduled from 1100 to 1130. Provisions of Section 6.4 will apply.

2. Expenses:

Overtime Meals

Overtime meal practices will occur in accordance with Sections 17.2, 17.3, and 17.4 of the CBA. I.e. if an employee’s regular work hours are extended, a meal will be earned 1 hour after the end of the workday on a 9-hour workday.

3. Overtime:

For the purpose of the 9/80 work schedule, Title 10, section 10.1(a)(2) of the Collective Bargaining Agreement, shall have “eight (8) hours” replaced by “nine (9) hours”.

4. Rest Periods:

Change section 10.6(a)1. To read, “If he has worked six and one-half (6.5) hours or more at overtime rates…”

Change Section 10.6(a)2. To read, “If he worked a minimum of two (2) hours at overtime rates and such work extends beyond eight (8) hours after his regular quitting time…”

5. Holidays:

It is agreed that there will be no increase to holiday hours available. When a Company holiday falls on an employee’s regularly scheduled work day, the employee will be given the day off and will be compensated for eight (8) hours of straight-time holiday pay for a regularly scheduled nine (9) hour work day. The extra one (1) hour can be charged to either Vacation, Floating holiday, or time off without pay.

Floating Holidays

Compensation for Floating Holidays can be taken in nine-hour (9) increments, but cannot exceed 24 hours total annually.

Exhibit B Ten (10) Hour Work Schedule (Added 1/1/03)

This section will outline and define the 10-hour workday agreement between the union and the company. Any sections of the Collective Bargaining Agreement that is not specifically mentioned in this section remain in force and unaltered with regard to this work group. (Also see Title 6.2a)

1. Work Schedule:

The work week will be comprised of four (4) 10 hour days during the hours of 0600 through 1700 with a half hour unpaid lunch. The flexibility in hours will account for the different start and end times as required for the different headquarters and or locations. The 10-hour day with lunch will be considered the groups “regular work day” as it applies in all sections of the Collective Bargaining Agreement unless stated otherwise herein. The company and the union agree that present work week start and end times as applicable with the 168 hour work week according to the different plant needs will be accepted.

2. Expenses:

Meals: Lunch will be from five (5) to five and one half (5.5) hours after the start time. Provisions of Section 6.4 will apply.

Overtime Meals: If the company requires an employee to perform work for one-half hour or more beyond his regular work hours, then the company will provide him with a meal approximately one-half hour after regular quitting time. Except as noted above in “lunch”, normal meal practices will apply in all other situations.

3. Overtime:

For the purpose of the 10-hour shift work in this section, Title 10, section 10.1(a)(2) of the collective bargaining agreement, shall have “eight (8) hours replaced by “ten (10) hours. Overtime will be paid for all time worked in excess of ten (10) hours per day and 40 hours per week. As defined in the workweek.

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4. Rest Periods:

The Collective Bargaining Agreement will apply as written with the following additions;

Apply the following to section 10.6 (a) 1 “If he has worked six (6) hours or more at overtime rates…”

Apply the following to section10.6 (a) 2 “If he has worked a minimum of two (2) hours at overtime rates and such work extends beyond eight (8) hours after his regular quitting time…”.

5. Holidays:

Holiday hours available to this group will not be increased beyond the present Collective Bargaining Agreement. The extra 2 hours may be charged to either vacation or floating holiday or at the employees choice “off without pay”.

Floating Holidays

Compensation for floating holidays can be taken in 10-hour increments, but cannot exceed 24 hours total annually.

Exhibit C Twelve (12) Hour Work Schedule (Added 1/1/03)

This section will outline and define the 12-hour workday agreement between the union and the company. Any sections of the Collective Bargaining Agreement that is not specifically mentioned in this section remain in force and unaltered with regard to this work group. (Also see Title 6.2a)

1. Work Schedule:

All 12-hour shifts shall be considered equivalent to a 3-shift, 24-hour schedule as defined by this collective bargaining agreement. The Company and the Union will remain flexible to certain situations regarding employee needs and company needs as they arise throughout the life of this agreement.

Shift Premiums

The shift premiums will be paid according to respective hours actually worked as first shift 0800 to 1600 no premium, second shift 1600 to 2400 2 nd shift premium, third shift 2400 to 0800 3 rd shift premium.

Grievances

Any grievances that may arise concerning the 12 hour shifts at the different stations shall be referred to the respective plants Union and Company in-house grievance committee’s that will consist of 2 bargaining unit employees as selected by the union representative, and 2 company representatives as selected by the company.

If there is no satisfactory resolution from the respective committees then the grievance will be directed to regular channels as outlined under Title 21 of the Collective Bargaining Agreement.

2. Expenses:

If the company requires an employee to perform work for more than (1) hour beyond regular work hours it shall provide him with a meal, and it shall provide him with a meal approximately four (4) hours but not more than five (5) hours as long as he continues to work, insofar as it is possible for the company to do so. Time necessary to consume meals provided shall be considered as time worked. An appropriate mealtime will be paid for meals provided in this section.

If an employee is called out to work on a regularly scheduled non-work day with less than 2 hours notice prior to the designated reporting time, he shall be given two (2) meals and one (1) mealtime. If an employee is called out to work with more than two (2) hours’ notice on a regularly scheduled non-work day he shall receive one meal time and one meal.

3. Overtime:

For the purpose of the 12-hour shift work in this section, Title 10, section 10.1(a)(2) of the collective bargaining agreement, shall have “eight (8) hours” replaced by “twelve (12) hours”.

4. Rest Period:

If the company requires an employee to perform work for more than 2 hours prior to or 2 hours after regular work hours on a regularly scheduled work day or on an overtime day, he shall then be entitled to a nine and one half (9.5) hour rest period.

5. Holidays:

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a)	96 hours of scheduled holiday hours, which include floaters, will be credited to each employee at the beginning of the first payroll period of each respective year in lieu of holiday pay granted in the Collective Bargaining Agreement, Title 11, sections 11.3, 11.4, 11.5, and 11.6.

b)	An employee during his first calendar year of employment shall be entitled to holiday hours in accordance with the following:

If an employee is hired between the first day of the pay period for a given year and June 30 th of that same year, then that employee shall receive 24 floating holiday hours plus 8 hours for each of the recognized holidays remaining for the payroll year.

ii)	If an employee is hired after June 30 th and before the end of the

payroll year then that employee shall receive 12 floating holiday hours and 8 hours for each recognized holiday remaining for the payroll year.

c)	Scheduled holiday hours may be used to take time off from work in conjunction with vacation or as independent days off at the discretion of the company, subject to Title 12.14(c). (Amended March 2007)

d)	All scheduled holiday hours may be exchanged for regular pay at any time during the payroll calendar year. Shift employees will receive payment at straight time for all unused holiday time at the end of the payroll year.

e)	24 of the 96 scheduled holiday hours will be considered floating holiday hours. Compensation for floating holiday pay may be taken in 12-hour increments, but cannot exceed 24 hours annually.

f)	The 24-hour period between 2300 of the day before the recognized holiday and 2300 hours of the day of the recognized holiday shall be considered the holiday period or day.

g)	Recognized holidays remain as defined in the current Collective Bargaining Agreement.

h)	All overtime actually worked on any of the recognized holidays will be paid at the applicable overtime rates.

i)	Whenever an employee observes a holiday as a day off he may use 12 scheduled holiday hours. If he has no scheduled holiday hours remaining he may use 12 hours of vacation or at his option receive no compensation for the time off.

j)	Nothing herein contained shall be construed to increase or decrease the total number of hours of total holiday pay earned under the current Collective Bargaining Agreement.

6. Training:

For purposes of company required training that extends 4 or more days, the language of the Collective Bargaining Agreement section 6.9 will apply to the 12-hour work group.

Exhibit D Grandfathering of Static Shifts at Tracy Power Plant (Added 8/16/2010)

This section will set forth the agreement between the Union and the Company regarding the grandfathering of employees on static shift schedules at the Tracy Power Plant. Employees on static shifts do not rotate to another shift. Any sections of the Collective Bargaining Agreement that are not specifically mentioned in this section remain in force and effect.

1. Employees Covered By This Exhibit:

Only those active employees who are currently assigned to the Service Utility Operator, Plant Operator or Lead Plant Operator classifications at the Tracy Power Plant are covered by the terms of this Exhibit.

2. Work Schedules:

The employees covered by this Exhibit will remain on static shifts while working at the Tracy Power Plant in the classifications set forth above. Employees temporarily assigned to another plant will be assigned to that plant’s schedule during that assignment.

Plant Management has the ability to establish starting times, end times, and days of the initial static and rotating shifts after the effective date of this agreement. In establishing hours and days, they may differ from the ones in effect prior to this Exhibit.

Nothing in this Exhibit is intended to limit the rights of the Company to modify the normal work day and/or work hours as provided for in Title 6, Section 6.13 (a)(1) of the collective bargaining agreement.

3. Loss of Eligibility:

Employees may volunteer to move from a static shift schedule to a rotating shift schedule. Upon acceptance by Plant Management, the employee will be assigned to the rotating shift schedule and from that point on will forfeit all rights under the terms of this Exhibit.

Employees who bid to another classification or out of the Tracy headquarters will forfeit all rights under the terms of this Exhibit from the time of the successful bid.

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18.	DEPARTMENT OF TRANSPORTATION HOURS OF SERVICE

(Added 1/1/03)

Company and Union agree that “Department of Transportation Hours of Service Regulations” may have affect on company operations. Company and Union further agree that implementation of procedures surrounding this issue shall not affect negotiated wages, benefits, or conditions of employment as outlined in the CBA or any documented agreement between the parties. Company and Union further agree to meet and confer to develop this procedure.

The Company agrees to hold harmless and indemnify in any civil action any employee who, as a result of a Company directive, exceeds the Hours of Service Regulations (49 CRF, Part 395) issued by the Federal Motor Carrier Safety Administration, Department of Transportation. (Added March 2007)

19.	NEUTRALITY AGREEMENT (Added 11/02/98 per Letter of Agreement)

(See next two pages)

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LOCAL UNION

International

Brotherhood of

Electrical

Workers, AFL-CIO

Jack McNally

Business Manager

Howard Stiefer

President

P.O. Box 4790

Walnut Creek

CA 94596

3063 Citrus Circle

510 933.6060

FAX 510 933.0115

November 2, 1998

Mary Jane Willier

Sierra Pacific Power Company

Nevada Power Company

6100 Neil Road

Reno, NV 89520

Dear Ms. Willier:

Representatives of Sierra Pacific Power Company, IBEW Local Union 396 and IBEW Local 1245 attended a meeting on October 28, 1998 at Nevada Power Company's offices in Las Vegas and came to the following understandings:

The parties recognized that the restructuring of the electric and gas utility services will have adverse implications with respect 1o the employment security of employees of both Nevada Power Company and Sierra Pacific Power Company. Further, the proposed merger of Nevada Power Company and Sierra Pacific Power Company could also adversely impact employees of both companies.

The Public Utilities Commission of Nevada is currently in the process of developing the rules and regulations 1or restructuring the utilities and the developing trend is that the incumbent utilities will have to establish affiliates in order to perform some of the current functions which are provided under the regulated format.

It is hereby agreed, that any affiliate created by either Nevada Power Company or Sierra Pacific Power Company or both as a merged company that performs any work or services that was traditionally performed by the regulated utilities, the employees of the utilities will be given the right to transfer with work to the affiliate and the affiliate shall recognize the applicable IBEW local union and be covered by the current collective bargaining agreement.

It is hereby agreed, that any affiliate created by either Nevada Power Company and Sierra Pacific Power Company or both as a merged company that performs any work or service will be covered by the attached Neutrality Agreement covering any organizing efforts by either of the signatory local unions.

If you are in accord with the foregoing and agree thereto, please so indicate in the space provided and return one executed copy of this letter to the Union.

Very truly yours,

IBEW Local Union 396		IBEW Local 1245
By:	By:
Business Manager		Business Manager

Nevada Power Company		Sierra Pacific Power Company

By:	By:
Date:	Date:	1/8/99

DRAFT

NEUTRALITY AGREEMENT

This agreement is entered into by and between IBEW Local 1245 and 1BEW Local 396 (hereinafter "the Unions") and Sierra Pacific Power Company, Nevada Power Company, or the merged company and their affiliates (hereinafter "the Employer") effective as of Oct , 1998, and shall cover all the affiliates or subsidiaries as may be established by or for Sierra Pacific Power Company and Nevada Power Company and/or acquired by Sierra Pacific Power Company and Nevada Power Company or merged company. This agreement shall remain in full force and effect with respect to such affiliates of Sierra Pacific Power Company and Nevada Power Company or their merged company until the earliest of the conditions set forth in paragraph 11 shall have occurred with respect thereto.

The parties recognize that the restructuring of the electric and gas utility service will have adverse implications with respect to the employment security of employees of both Nevada Power Company and Sierra Pacific Power Company. Further, the proposed merger of Nevada Power Company and Sierra Pacific Power Company could further impact employees of both companies.

Therefore, the Employer and the Union hereby agree to the following with respect to efforts by the Union to organize and represent the Employer's unorganized non-management employees:

As soon as the Employer is prepared to commence the hiring process for its business operations personnel, it shall notify the Union in writing of its personnel requirements. The notice shall be given to the Union at its business office, and shall specify the qualifications for each position to be filled in as much detail as practical.

The parties hereto shall agree upon the projected time period within which a number constituting the full complement of employees needed by the Employer to operate and maintain business covered by this agreement will be achieved. At the time fifty percent plus one (50% plus one), of such complement of employees is hired, the Employer shall, upon request by the Union:

(a)

Allow representatives of the Union reasonable access to the business of the Employer covered by this agreement for the purpose of informing employees of their rights to form and join organizations of their own choosing for the purpose of representation with the Employer with respect to wages, hours, and other terms and conditions of employment: and to explain the benefits of membership in and representation for such purposes by the Union.

(b)

"Reasonable access" shall include at a minimum the right to meet with employees on at least three (3) occasions at the business of the employer on non-work time (e.g. lunch hour) during normal business hours.

(c)

The Employer shall supply the Union with a list of employees hired to operate and maintain the business, including first line supervisor-employees. Such list shall contain the names, home addresses and home phone number of such employees. The Union shall at all times maintain the confidentiality of any such list supplied to it by the Employer.

The Employer nor the Union will engage in any personal attacks against Union or Employer representatives or attacks against the Union or Employer as an institution during the course of such campaign. At all times the Employer shall remain "neutral" with regard to any question concerning the representation of its employees by the Union. "Neutral" shall at a minimum mean that the Employer shall take no official position, nor shall it direct or condone any of its agents or representatives, including any attorneys or consultants to the Employer, to take any position against the exercise by its employees of their right to select the Union as their collective bargaining representative or to oppose the selection of the Union as the employees' collective bargaining representative.

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At any time after fifty percent of the projected full employee complement has been employed at the place of business, by this agreement and upon request by the Union, the Employer and the Union shall mutually agree upon the number and identity of the employees in the unit eligible for representation and the Employer shall submit to a card check election to determine the desires of its employees to be represented for the purpose of collective bargaining by the Union. Union authorization cards to be considered valid must clearly state that an employee who signs a card is designating Union as his/her exclusive collective bargaining representative and that the card may be used for an expedited private election other than an NLRB supervised election. In the event that a majority (50% + one) of the employees, then employed by the Employer in business operation positions, excluding guards, supervisors, or any other group of employees not mutually agreed upon as meeting the definition of an appropriate unit, as defined by the National Labor Relations Act, have signed cards authorizing the Union to act as their collective bargaining representative, and such authorization card majority is verified by an agreed-to election third-party, the Employer shall recognize the Union as the exclusive bargaining representative of such employees. All third party expenses will be shared equally by the parties.

Any dispute which may arise between the parties as to the composition and/or appropriateness of any collective bargaining unit shall be determined by arbitration. The Employer specifically waives any right to submit any such dispute to the representation procedures of the National Labor Relations Board to the fullest extent allowed by law. In the event that any dispute is moved to arbitration pursuant to this provision, such arbitration shall be conducted under the auspices of and in accordance with the rules and regulations of the American Arbitration Association.

6.	If the Union is selected by a majority of employees as their collective bargaining representative, the Employer shall, immediately upon the request by the Union, bargain in good faith with the Union for the purpose of concluding a collective bargaining agreement.

If after a reasonable period of time for negotiation in good faith, the parties are unable to conclude a collective bargaining agreement, either party may request that any or all open issues in dispute be submitted to interest arbitration for resolution. Any such arbitration shall be conducted under the auspices of, and in accordance with, the rules of the American Arbitration Association. The decision of the arbitrator with respect to any matter submitted to arbitration shall be final and binding upon the parties. In the event either party demands that the terms of the first collective bargaining agreement include a provision for interest arbitration to resolve any dispute with respect to any renewal agreement, and/or a successors and assigns clause in the form described in paragraph 9 below, the arbitrator shall include such provisions as terms of the collective bargaining agreement.

Should any court or administrative agency of competent jurisdiction find that any provision of this agreement is unlawful, that provision and only that provision deemed to be unlawful shall be void and all other provisions of this agreement shall remain in full force and effect. With respect to any provisions deemed unlawful, the parties will meet and conclude an alternate provision to the same or similar effect which comports with law,

This agreement shall be binding upon any successor to the Employer and/or to any successor in interest, partner, joint venturer or assignee of the Employer with respect to the business covered by this agreement. Any sale by the Company of a controlling interest in the business covered by this agreement shall include as a part of any such purchase and sale agreement acknowledgement of this agreement and acceptance that this agreement is binding upon the purchaser with respect to such business.

10.	This agreement may be specifically enforced upon the application of either party hereto in any court of competent jurisdiction and shall be specifically enforced without a showing of irreparable harm and without the posting of a bond.

11.	This agreement shall terminate with regard to the named business of the Employer covered by this agreement upon the earliest of the following events:

(a)

The parties hereto mutually agree in writing to terminate the agreement.

(b)

The date upon which the Federal Mediation and Conciliation Service certifies that the Union has failed to achieve majority status at such facility in accordance with paragraph 5 above.

(c)

The effective date of any collective bargaining agreement reached between the parties with respect to such facility pursuant to paragraph 8 hereof.

(d)

Five years from the date hiring of employees commences at such business, unless renewed by the parties hereto.

IBEW LOCAL UNION 1245

By:
	Business Manager

SIERRA PACIFIC POWER COMPANY

By:
Date:

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20. HIRING HALL AGREEMENT ( Amended 8/16/2010)

The Company and IBEW Local 1245 recognize a need to utilize temporary employees to meet the interests of both parties.

Requests for temporary employment

When the Company determines it has a need for temporary Hiring Hall employees, the Company will notify Local 1245 and provide a list of applicant names. The Company will then request an appointment with Local 1245 and the applicant(s) for the purpose of dispatching applicant(s) to Company for employment. Requests shall be submitted in writing. (Amended 8/16/2010)

Former Sierra Pacific employees who are ineligible to work at NV Energy and other individuals deemed ineligible to work at NV Energy shall be precluded from dispatch by the Union.

Classifications, Qualifications and Pay Rates

The hourly wages for a Hiring Hall Customer Service Representative, Clerical Representative, and Meter Reader are found in Attachment I, Exhibit “A” of the Collective Bargaining Agreement. The company has the right to hire employees at other than entry-level wages.

In addition, the Company will pay a benefit substitute, which may be used, for purchase of any health care insurance offered to regular employees (pre-tax) or added to wage, dependent upon employee choice. The benefit substitute shall be $4.00 an hour for 2007, indexed to 82% of the cost of the current HMO premium for employee and spouse in each year for the term of the agreement.

Hiring Hall employees will be eligible for STIP payment in a percentage equal to that paid active employees represented by Local 1245. This will be calculated using actual regular/straight time hours worked in the measured period.

After six months of continuous employment, a temporary Hiring Hall employee may take up to one week of unpaid leave in a calendar year. After one year of continuous employment, a temporary Hiring Hall employee will be subject to the holiday provisions set forth in Title 11 of the collective bargaining agreement.

After one year of continuous employment, a temporary Hiring Hall employee may take up to two weeks of unpaid leave in a calendar year, longer if operational needs as determined by the Company permit. Once these excused unpaid leaves are exhausted, Hiring Hall employee will be subject to written verification of a bona fide reason for any absence.

Candidate Rejection/Referral fee

The Company may reject an applicant for any reason; however, a fee of eight (8) hours pay will be paid if the individual accepts an assignment and is rejected prior to reporting to work.

Hiring Hall Employment Conditions

1.	Employees are subject to being released from work at the sole discretion of the Company.

2.	Employees shall not attain regular status or any regular status entitlements unless otherwise agreed to by the parties.

3.	Employees shall not be eligible for contractual fringe benefits except as specifically set forth herein.

If subsequently hired by the Company into a regular position, an employee will be considered a new hire for all purposes, including calculation of benefit accruals (leaves, etc.), unless otherwise agreed to in writing by the parties. The company will waive the contractual probationary period and waiting period for eligibility for benefits for any temporary Hiring Hall employee who is converted to regular employee status.

5.	An employee must notify the Company directly to be considered for regular employment.

6.	Employees may not be downgraded or upgraded in pay as a temporary Hiring Hall employee.

Duration of temporary employment

Utilization of a temporary Hiring Hall employee in accordance with this agreement shall not exceed three years.

If, due to lack of work, the Company chooses to lay off or reduce staffing levels, and it has Hiring Hall employees performing work in the same occupational group the Company will release the Hiring Hall employees prior to regular employees, unless volunteers exist

109

in the affected classification for layoff under Title 23, Demotion/Layoff Procedure. In the application of this process, an employee shall not be placed in a job unless qualified and capable to perform the duties.

The Company retains discretion as to who will perform and how it will staff the customer service and meter reading functions, including the use and hiring of Hiring Hall Customer Service Representatives, Clerical Representatives, and Meter Readers.

The number of Hiring Hall employees in all “Clerical Inside Occupational Group” classifications will not exceed 20% of the aggregate number of employees in the “Clerical Inside Occupational Group” classifications.

The number of Hiring Hall Meter Readers will not exceed 80% of the aggregate number of all meter readers.

All employees will be included in the overtime agreements for the assigned departments.

The Company may use temporary Hiring Hall employees for any job within the Clerical Inside Occupational Group. During the life of this contract, the Company will not transfer any work normally performed by employees in the Clerical Inside Occupational Group to NV Energy South if the Company currently uses temporary Hiring Hall employees to perform that function. Further, the Company may transfer peak work between NV Energy North and South based on operational needs.

21. POST RETIREMENT MEDICAL (Added 4/5/07)

This letter of understanding is to clarify the outcome of our recent bargaining and document recent discussions between the Company and Union pertaining to certain employees and their negotiated post retirement medical (PRM) benefits.

The employees affected include all Bargaining Unit 1245 employees who were on the Management, Professional and Technical (MPAT) PRM plan prior to the conclusion of bargaining, earlier this year.

This will document our agreement to place all the above-mentioned affected employees on the Bargaining Unit 1245 ($260/$130) plan.

23.	COMMENCEMENT DATE OF THE AGREEMENT Deleted 8/16/2010

24.

ATTACHMENT IV

EXHIBIT "C" (1)

(As Amended January 1, 2003)

LINES OF PROGRESSION FOR BIDDING AND DEMOTIONAL

PURPOSES BY OCCUPATIONAL GROUPS

DEFINITION OF OCCUPATIONAL GROUPS

Occupational Groups shall be defined as those separate divisions of the applicable Company "Departments" shown above. In those "Departments" where there is no such division, the entire "Department" shall be considered as an Occupational Group.

"A" Bid - Same classification or higher than job posted using group seniority. (Amended 1/1/95)

"B" Bid - Next lower classifications in group seniority. Classifications shown on chart above at the reverse end of arrows shall be considered next lower to those to which the arrow points. (Amended 1/1/95)

"C" Bid - Same classification in any other group using Company seniority.

"D" - Any classification in same group as job being posted using group seniority.

"E" - Any classification in any group using Company seniority.

Lines of Progression (see FOLD-OUT)

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BIDDING NOTES

1.	(Deleted 1/1/95)

2.	(Deleted 1/1/98)

3. (Deleted 1/1/95)

4.	Classifications labeled (4) shall be considered as Lineman for bidding purposes.

4a. Any bids to Troubleman Electric shall be awarded by group seniority.

(Added 1/1/98)

5.	(Deleted 1/1/95)

6.	(Deleted 1/1/95)

7.	(Deleted 1/1/95)

8.	Serviceman, Equipment bidding to Plant Mechanic Apprentice shall not suffer a wage reduction if he has been in that classification for six (6) months or more. His wages will be red-circled until such time as his step rate in his new classification exceeds his red-circled wage rate. (Added 5/1/86)

Service Utility Operators and Scrubber Utility Operators cross-bidding to either position may use the total amount of time in both positions to establish themselves in the appropriate wage step but in no event higher than the 24-month step. Once the employee has established himself in the new position he will be moved to the upgradeable wage step once all the upgradeable requirements have been met. (Added 6/1/99 by Letter of Agreement)

9.	(Deleted March 2007)

10.	(Deleted March 2007)

11.	(Deleted March 2007)

12.	Classifications labeled (12) need not be posted and are considered non-bid jobs.

13. (Deleted 5/1/81)

14. (Deleted 5/1/68)

15. (Deleted 5/1/68)

16.	Awards to these jobs shall require successful completion of screening examination.

17.	(Deleted 1/1/95)

18. (Deleted 5/1/71)

19. (Deleted 5/1/71)

20. (Deleted 5/1/74)

21.

Classifications labeled (21) shall be considered as "B" bids to Working Foreman subject to the time limits provided in the Working Foreman job description. A Storekeeper who is awarded a Reno Utility Materials Specialist vacancy shall assume the vacancy of his present Storekeeper rate of pay. Said wage rate shall remain in effect until (1) such time as it may be surpassed by the wage schedule of the Utility Materials Specialist classification as the result of continuous time spent in the Utility Materials Specialist classification or (2) until such time as it may be surpassed by the wage schedule of Utility Materials Specialist classification through the normal process of collective bargaining between Company and Union. A Utility Materials Specialist who is awarded a Storekeeper vacancy shall assume the vacancy at the wage step of the Storekeeper wage schedule which is next higher to the Utility Materials Specialist's present rate of pay. (Amended 5/1/76)

22.	(Deleted 1/1/95)

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23.	The successful bidder must meet the respirator fit-test requirements as outlined by OSHA before the job award can be made. This will require the employee to be clean shaven for the test. (Added 5/1/88)

24.	(Deleted 8/16/10)

25.	(Deleted 1/1/95)

26.

Clarifier Operator bidding to Apprentice Lab Technician shall not suffer a wage reduction if he has been in that classification for twenty-four (24) months or more. His wage will be red-circled until such time as his step rate in his new classification exceeds his red-circled wage rate. (Added 1/1/95)

27.	(Deleted 1/1/95)

28	Sr. Control Technician will be red-circled when going to a Substation Technician. (Effective 4/11/94; Added 1/1/98)

29.	Sr. Control Technician will be a “D” bidder to Control Working Foreman and Substation Technician to Control Working Foreman will be a “B” bidder. (Effective 4/11/94; Added 1/1/98)

30.	Clerical Bidding Notes

Generally speaking, Clerical employees will be hired at the minimum of the range. In exceptional cases, experience elsewhere will be counted in determining the starting rate. In no case will experience elsewhere be given more weight in determining the starting rate than if it had been with the Company.

When a Clerical employee is in a wage progression and is promoted from one (1) job classification to another, his rate of pay shall be the starting rate for new classification or his present rate, whichever is higher. In the case of an employee who bids laterally to a job classification with the same wage progression, or an employee who bids downward to a job classification with a lower wage progression, his rate of pay shall be the starting rate for such classification, except that allowance shall be made by the Company for previous experience in the new classification. When a Clerical employee bids from one (1) Department, District or Sub-District to another in the same classification, his rate of pay shall remain the same.

(Deleted 5/1/91)

Employees in the Clerical Occupational Group job classifications listed below, who were hired prior to the 1986 contract ratification date, will be red-circled in their current wage progression (at the wage rate in effect May 1, 1986) and will continue to receive general wage increases based on that wage progression.

Clerical Representative

Clerical Specialist

Meter Reader-Collector

Customer Services Representative

When an employee whose wage progression is red-circled becomes eligible to receive their final step increase under the red-circled wage progression, they will receive the top wage step of the red-circled wage progression or top wage step of the current book rate, whichever is higher. (Added 5/1/86)

E. (Deleted 1/1/95)

31.	(Deleted March 2007)

32.

Any full-time, regular General Foreman, Working shall be treated under the CBA as if he were above the top position in his Line of Progression and Occupational Group. The General Foreman, Working shall be paid at a rate ten percent (10%) above the highest wage rate in his Line of Progression and Occupational Group. (Added 1/1/03)

33.	(Deleted March 2007)

34.	Storekeeper/Buyer/Planner (Ft. Churchill) shall be treated exactly as Storekeeper for bidding, layoff and demotion purposes. (Added 1/1/03)

35.	When an Electrician and/or a Substation Inspector are awarded a Control Technician position, they will be paid at the six (6) month wage rate. (LOA 1/29/03)

36.

When bidding as a Clerical Representative, all group seniority in Clerical Inside, Support Services and the deleted Reprographics and Distribution occupational groups will be applied. A Clerical Representative may use this combined occupational group seniority in any group where a Clerical Representative exists. (Added March 2007)

37.	(Deleted 8/16/10)

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"E" BIDDERS

Driver, Truck

Driver, Truck, Heavy

Garageman

Helper

Janitor (Power Prod)

Laborer

Repairman, Tool

Utilityworker, Universal

Worker, Building, Services, Lead

(Amended 8/16/2010)

113

Only Medical co-insurance (excluding Co-Pays, Deductibles, Dental, Vision, and RX) applies toward the Out of Pocket Max.

	Union 1245
	HMO	Advantage
		In Network	Out of Network
Annual Deductible	None	$150 Individual $450 Family	$350 Individual $1,050 Family
Plan Generally Pays	100%	80% after Deductible	60% after Deductible
Out of pocket Maximum (Annual)	$1,000 Individual $3,000 Family	$1,250 Individual $3,750 Family	$2,500 Individual $7,500 Family
Lifetime Maximum	Unlimited ( unless otherwise indicated)
Routine Care
Physician Charges (Office Visit, Inpatient, outpatient)	100% after $20 Co-pay	80% after Deductible	60% after Deductible
Specialist Charges	100% after $20 Co-pay	80% after Deductible	60% after Deductible
Preventive Care
Well Child Care (includes immunizations)	100%, No Co-pay	100% no Co-pay, no Deductible	80% no Co-pay, no Deductible
Well Adult Care (OB/GYN, Mammogram, PAP, Prostate exam)	100%, No Co-pay	100% no Co-pay, no Deductible	80% no Co-pay, no Deductible
Maternity and Family Services
Physician Charges	100% after $20 Co-pay	80% after Deductible	60% after Deductible
Hospitalization & Newborn Nursery Care	100%	80% after Deductible	60% after Deductible
Birth control devices	100% after $20 Co-pay	80% after Deductible	60% after Deductible
Sterilization (Includes tubal ligation & vasectomy	$20 Co-pay (When preformed in Doctors Office)	80% after Deductible	60% after Deductible
Infertility Treatment * (Diagnostics & treatment of underlying condition only)	$20 Co-pay (For diagnosis & treatment, 6 courses of treatment lifetime max)	80% after Deductible ** (For diagnosis & treatment, 6 courses of treatment lifetime max)	60% after Deductible ** (For diagnosis & treatment, 6 courses of treatment lifetime max)

114

Hospital Care
Inpatient Coverage	100%	80% after Deductible	60% after Deductible
Outpatient Coverage (including surgery)	100%	80% after Deductible	60% after Deductible
Urgent Care	100% after $20 Co-pay	80% after Deductible	60% after Deductible
Emergency Room ***	100% after $50 Co-pay (co-pay waved if admitted)	80% after Deductible	80% after Deductible
	HMO	Advantage
Mental Health Care
Inpatient Coverage	100%	80% after Deductible	60% after Deductible
Outpatient Coverage	100% after $20 Co-pay	80% after Deductible	60% after Deductible
Substance Abuse Treatment
Inpatient Coverage	100%	80% after Deductible	60% after Deductible
Outpatient Coverage	100% after $20 Co-pay	80% after Deductible	60% after Deductible
Other Medical Care
Allergy testing	100% after $20 Co-pay	80% after Deductible	60% after Deductible
Chiropractic Care (limited to 20 visits per calendar year)*	100% after $20 Co-pay	80% after Deductible	60% after Deductible
Durable Medical Equipment	100%	80% after Deductible	60% after Deductible
Home Health Care*	100% after $20 Co-pay (Limited to 120 days per calendar year)	80% after Deductible (Limited to 120 days per calendar year)	60% after Deductible (Limited to 120 days per calendar year)
Hospice Care (Inpatient, outpatient)	100% (Benefit maximum of 185 days)	100% After Deductible	80% after Deductible
Complex imaging	100% after $50 Co-pay	80% after Deductible	60% after Deductible
Lab & X-ray	100% after $20 co-pay	80% after Deductible	60% after Deductible
Physical &Speech Therapy (outpatient)	100% after $20 Co-pay (visit maximum: Speech-20 visits, PT/OT-40 visits combined)	80% after Deductible	60% after Deductible

115

Skilled Nursing Facility	100% (Limited to 30 days per calendar year)	80% after Deductible		60% after Deductible
Acupuncture & Alternative Medicine *	100% after $20 Co-pay $1,000 Annual Max	80% after Deductible $2,000 Annual Max		60% after Deductible $2,000 Annual Max
Hearing Aids*	Not Covered	80% after Deductible $1,500 every 5 years		60% after Deductible $1,500 every 5 years
Temporo-Mandibular Joint Disease (TMJ)	50%	80% after deductible		60% after deductible
TMJ Maximum	No limit (includes surgery treatment, but excludes appliance therapy)	No limit (excludes appliance therapy)		No limit (excludes appliance therapy)

	Vision
	In Network		Out of Network
Provider Choice	You may use any licensed provider you choose; however your out-of-pocket costs are likely to be less when you use in-network providers, since benefits are based on negotiated fees. In addition, when you stay in network, discounts apply for options and additional materials. When you use out-of-network providers you pay 100% of the claim, then submit the itemized receipt to VSP. Call VSP for sub-mitting out-of-network claims.
Examination (once every 12 months based on your last date of service)	$25 Co-pay		Plan pays up to $46 (less applicable co-pays)
Lenses (once every 12 months based on your last date of service)	100% for standard lenses		Plan pays up to $55 for single vision, $75 for bifocal, & $95 for trifocal lenses
Frames (once every 24 months based on your last date of service)	Plan pays up to $115		Plan pays up to $45
Contact Lenses (elective) (once every 12 months based on your last date of service)	Plan pays up to $250		Plan pays up to $105

116

Discounts	30% savings on lens options, 20% savings on additional glasses & sunglasses, 15% savings off cost of contact lens fitting & evaluation		Discounts do not apply
Computer Vision Care (Exam & Lenses, once every 12 months) (Frames, once every 24 months)	$10 co-pay for exam, Plan pays up to $80 for frames		Contact VSP
Laser Vision Correction	VSP's Laser Care Program provides discounted access to facilities and surgeons for NVE members. See the Laser Vision Care Learning Source area of VSP's website
	Dental
	In Network		Out of Network
Annual Deductible	$25 individual, $75 family
Annual Maximum Benefit	$2,000 per person per year
Preventive Services ( Includes 2 cleanings per year)	100% No Deductible		100% of R&C, no deductible
Basic Care	80% after Deductible		80% of R&C, after deductible
Oral Surgery	80% after Deductible		80% of R&C, after deductible
Major Restoration	50% after Deductible		50% of R&C, after deductible
Orthodontia	100% after annual deductible; $2,000 lifetime max
	Prescription Drug Benefit
	HMO	Advantage
Mail Order Pharmacy (90 Day Supply, for maintenance drugs only)	Generic drugs $10 co-pay Preferred Brand drugs $50 co-pay Non-Preferred drugs $80 co-pay	Generic drugs $10 co-pay Preferred Brand drugs $50 co-pay Non-Prefered drugs $80 co-pay
Retail Pharmacy (30 Day Supply)	Generic drugs $5 co-pay Preferred Brand drugs $25 co-pay Non-Preferred drugs $40 co-pay	Generic drugs $5 co-pay Preferred Brand drugs $25 co-pay Non-Prefered drugs $40 co-pay

		* In and out-of-network maximum is combined
		** Benefits limited to $2,000 per calendar year and $6,000 lifetime
		*** Non-emergency use of ER is not covered

117

ATTACHMENT VI

OUT-OF-TOWN WORK ASSIGNMENT GUIDELINES

(Added January 1, 1995)

PURPOSE

Due to growth and operational changes which have occurred in our service area over the last few years, it has become more common to send employees away from their permanent work location to work in other areas. In most cases these temporary assignments are beneficial to both the Company and its employees. As the number of out-of-town assignments increases, however, so does the potential for disruption of family life and personal inconvenience of our employees.

B. NOTIFICATION OF WORK ASSIGNMENT

As soon as a Supervisor learns that some of his employees will be needed on an out-of-town project or job he should make his employees aware of the following factors:

Number of employees required in each classification from his work location for the job or project.

Scope of work of the job or project (build new line, general maintenance, plant overhaul, etc.).

Starting date and expected duration.

Job location and reporting place.

Expected working hours (overtime, if expected).\

Any other information available and of interest to employees, e.g., is there a special project agreement with the Union for the job?

Keep in mind that employees appreciate being kept informed and effective, timely communications improve morale. THE SUPERVISOR SHOULD GIVE EMPLOYEES ASSIGNED OUT-OT-TOWN WORK AS MUCH ADVANCE NOTICE AS POSSIBLE.

MANNING OUT-OF-TOWN WORK ASSIGNMENTS

VOLUNTARY:

If possible, the Supervisor should attempt to use volunteers in each job classification, with the skill level required.

If there are more volunteers than are required for the job assignment then employees should be selected on the basis of 1) qualifications, 2) accumulated overtime, 3) accumulated number of nights out-of-town, 4) Occupational Group Seniority from top to bottom, 5) operational needs.

Unless otherwise agreed to, volunteers will be expected to work through the entire project from start to finish. Supervisors should discuss this issue with employees at the earliest possible date.

2. NON-VOLUNTARY:

If volunteers are not available to fill the manpower requirements of a project, assignments will be made on a non-voluntary basis. Employees will be selected on the basis of 1) qualifications, 2) accumulated overtime, 3) accumulated number of nights out-of-town, 4) Occupational Group Seniority from bottom to top, 5) operational needs.

On the next mandatory job assignment, the next employees on the Out-of-Town Assignment List should be selected. By assigning employees in this order, all employees will share equally in performance of out-of-town assignments.

If an employee volunteers for an out-of-town assignment, he should be considered as doing so on his own accord, and will still be required to take his turn at non-voluntary assignments based on Section C (2)(a).

If an employee is unable to work his out-of-town assignment when selected due to illness, personal hardship, or any other reason of a temporary nature, he shall be replaced on the list as the first to go when his problems are resolved.

Any new employee reporting to a work location will be placed on the Headquarters' Out-of-Town Assignment List and will be assigned out-of-town work when his turn arrives based on Section C (2)(a).

Employees should be kept informed where they stand on the Out-of-Town Assignment List, as this will give them additional time to plan in advance for out-of-town assignments.

D. PERSONAL HARDSHIP

When an employee feels that an out-of-town assignment will create a personal hardship he should explain all the facts to his Supervisor. The Supervisor should listen to the employee, evaluate the situation and

118

make a decision whether to send the employee on a non-voluntary basis or not. These decisions will have to be made on a case-by-case basis, relying on the information supplied by the employee as well as other facts which may be known to the Supervisor.

If a non-voluntary job assignment lasts more than eight (8) weeks the Supervisor should consider rotating personnel to complete that job assignment. (If for example, the Supervisor knows that an out-of-town work assignment will last for ten (10) weeks, he might consider sending two (2) different groups for five (5) weeks each.)

E. OTHER CONSIDERATIONS

Continuity - Is it better to have the same group of employees do the full job rather than changing in the middle of the project?

Project Length - Eight (8) weeks is not necessarily the ideal maximum assignment for some projects. Some might be shorter, depending on the travel required, working conditions, equalization of overtime, etc.

Job Location - If the assigned job locations are so far away that employees cannot return home on weekends, consideration should be given to making shorter assignments and rotating employees.

Productivity - Employees away from home on an involuntary basis for long periods of time may become less productive. Harmony and efficiency in the operation should be considered by Supervisors.

Skills Required - Certain employees with special skills may be required at certain projects for the duration of the project, or they may be required to remain at their home location regardless, of the provisions of these guidelines. This will depend on job requirements.

Reporting Place - When board and lodging are provided by the Company, the reporting place will be the Company designated lodging of the local headquarters.

ATTACHMENT VII

JOB SITE REPORTING

(Added 1/1/98 – Cancelled by the Union on 10/24/02)

ATTACHMENT VIII

EMERGENCY RESPONSE PROGRAM

Consistent with the provisions and obligations of Section 2.1, Title 2 of the Collective Bargaining Agreement between Sierra Pacific Power Company and Local Union No. 1245 of the International Brotherhood of Electrical Workers, the parties hereby agree to the following:

The Company and Union recognize there may arise situations in various departments of the Company where availability of some key classifications becomes imperative in the rendering of service to the customer and for the safe, effective operation of facilities. To assure availability of these key people, the Company and Union mutually agree to the following conditions that will apply to both parties for Positive Emergency Response.

Conditions Applicable to Company

The Company will provide an appropriate radio-equipped vehicle to the following job classifications for commute purposes:

Customer Serviceman

Gas Inspector

Gas Pressure Operator

General Foreman

Leak Surveyor

Troubleman

Other employees may be provided a radio-equipped vehicle at the discretion of the Company. (Amended March 2007)

The Company will provide a pager or hand-held radio/telephone to improve the employee's mobility and communication.

Normal work hours will prevail during employee's regular work days.

Availability schedule will apply from the end of employee's shift on Friday until the beginning of employee's shift on Monday, during holidays and such other times when adequate emergency coverage is not available (Amended 1/1/98)

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The Company shall provide an option for either (1) availability premium to employee of:

$4.83/hour, effective 8/16/2010

$4.83/hour, effective 8/16/2011

$4.93/hour, effective 8/16/2012

for every hour employee is available for duty exclusive of employee's normal pay for regular scheduled hours worked. (Amended March 2007) or (2) “time in lieu” at the following rates:

All non-holiday hours will be factored at the .127/hour accrual rate. Example—2-day weekend –from 1530 Friday to 0700 Monday = 63.5 hours X .127 = 8 hours.

Example: work week from 1530 Monday through 0700 Friday = 15.5 hours X 4 days = 62 hours X .127 = 8 hours

All holiday hours will be factored at the .334/hour accrual rate.

Example—Christmas Day—from 1530 Christmas

Eve day to 0700 the day after Christmas=15.5 hours X .127 hours + 24 hours X .334 = 10 hours. (Amended March 2007)

Note: The availability premium will be adjusted with each general wage increase. The adjustment will be made by a percentage equal to the general wage increase. (Added 1/1/95) Amended 8-16-2010

The Company shall compensate the employee at the applicable overtime rate as provided in Title 10 of the Agreement for any hours worked outside normally scheduled hours during the availability period plus the availability premium for all hours available.

In any payroll year, an employee may use a maximum of 200 time-in-lieu hours earned via pager duty.. (Amended March 2007)

Employees may cash out all, or any portion, of their accumulated time-in-lieu hours at the end of any pay period. (Added March 2007)

On the last paycheck of the payroll year, the Company will cash out all accumulated time-in-lieu hours in excess of 200 hours. (Added March 2007)

B. Conditions Applicable to Employee

Employee must live within the sub-district boundaries and be available to receive communication to qualify for emergency availability scheduled.

Employee must be in physical condition to perform assigned duties when emergency situations arise.

The employee must respond to a page within ten (10) minutes of the notification and report within a reasonable time thereafter.

Substitutions of coverage may be arranged only with the approval of the Supervisor in charge, and the substitute employee must be qualified to perform the assigned duties.

The employee on duty will have first opportunity to fill availability schedule. If a substitute employee is required, accumulated overtime will prevail. (Amended 1/1/95)

C. (Deleted 1/1/95)

If, in the event there is no duty employee, a departmental procedure to administer the Emergency Response Program must be established in writing and agreed to by the Company and Union. (Added 1/1/98)

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ATTACHMENT IX

COMPANY STATEMENT RE: CONTINUATION OF

POST RETIREMENT MEDICAL COVERAGE

(Amended March 2007)

Letter of Agreement

Local 1245 VEBA Trust Funding

The Company agrees to fund the VEBA Trust over the next eight years beginning January 1, 2007 up to an amount that the PUCN has allowed in its most recent General Rate Case unless to do so would cause the Company to violate debt covenants, or create an unfavorable tax consequence.

1. Confirm that under the proposal, SPR will fund 100% of the January 1, 2015 Accumulated Projected Benefit Obligation (APBO) by January 1, 2015.

This is confirmed.

2. Confirm that under the proposal, annual funding will at a minimum, be determined on a relatively level basis over 8 years.

This is confirmed.

3. Our actuary has estimated that level annual funding of the VEBA may be in the range of $10-$15 million each year. Is this consistent with SPR’s expectations of the required annual funding level?

The retiree medical program is currently the subject of negotiations. The program that is in effect at the close of the negotiations will determine the level of annual funding that is required for the VEBA.

4. SPR has proposed to limit Local 1245 VEBA funding “up to an amount that the PUCN has allowed in its most recent General Rate case.” (a) Fully describe this restriction.

Sierra requests recovery of post retirement medical expenses in its biennial general rate case filings. As described in the question, SPR would limit its annual cash funding to the Local 1245 VEBA trust to an amount equal to or less than the VEBA expense component in Sierra’s most recent general rate case. The limiting amount would change each time a new rate case has been concluded.

Sierra’s general rate cases include the expense amount provided by the most current annual actuarial study. For example, Sierra’s 2005 GRC included the VEBA expense as determined by an actuarial study performed in late 2004, which specified expenses to be recognized in 2005. Pursuant to the described procedures and because the results of the 2005 GRC were known in May 2006, the cash funding for years 2006 and 2007 would be based on an actuarial study that quantified expenses for 2005.

(b) Under this restriction at the present time, what is the maximum annual amount SPR could fund the Local 1245 VEBA?

Sierra’s 2005 Nevada GRC included $5.1 million in VEBA expense.

(c) If required VEBA contributions are in the $10-$15 million range, would this restriction limit the annual VEBA contribution?

Yes. If we cap our obligation at a specific number (such as $5.1 million) then we cannot contribute funds the VEBA trust beyond that amount. The exception to this are “catch up” contributions which we carry as a liability in our accounting systems.

(d) Is it expected that this restriction will limit full funding of the VEBA in any year prior to 2015?

No, because the Company has committed to catch up funding over and above the amount allowed in the GRC.

5. SPR has proposed to limit Local 1245 VEBA funding so as not to “cause the company to violate debt covenants.” (a) Fully describe this restriction.

As disclosed on page 61 of the Sierra Pacific Resources 2005 Form 10-k filed with the Securities and Exchange Commission, “Each of NPC’s $500 million Second Amended and Restated Revolving Credit Agreement and SPC’s $250 million Amended and Restated Revolving Credit Agreement, dated November 4, 2005, contains two financial maintenance covenants. The first requires that the Utility maintain a ratio of consolidated indebtedness to consolidated capital, determined as of the last day of each fiscal quarter, not to exceed 0.68 to 1. The second requires that the Utility maintain a ratio of consolidated cash flow to consolidated interest expense, determined as of the last day of each fiscal quarter for the period of four consecutive fiscal quarters, not to be lass than 2.0 to 1. As of December 31, 2005, both companies were in compliance with these covenants.

In addition, with respect to SPR, as disclosed on page 62, “The terms of SPR’s $335 million 8 5/8% Senior Unsecured Notes due2014, its $99.1 million 7.803% Senior Notes due 2012, and its 6.75% Senior Notes due 2017 restrict SPR and any of it’s Restricted Subsidiaries (NPC and SPPC) from incurring any additional indebtedness unless:

121

1.	at the time the debt is incurred, the ratio of consolidated cash flow to fixed charges for SPR’s most recently ended four quarter period on a pro forma basis is at least 2 to 1 or

the debt incurred is specifically permitted under the terms of the applicable series of notes, which permit the incurrence of certain credit facility or letter of credit indebtedness, obligations incurred to finance property construction or improvement, indebtedness incurred to refinance existing indebtedness, certain intercompany indebtedness, hedging obligations, indebtedness incurred to support bid, performance or surety bonds, and certain letters of credit supporting SPR’s or any Restricted Subsidiary’s obligations to energy suppliers, or

3.	the indebtedness is incurred to finance capital expenditures pursuant to NPC’s 2003 Integrated Resource Plan and SPPC’s 2004 Integrated Resource plan.

If the applicable series of notes are upgraded to investment grade by both Moody’s and S&P, these restrictions will be suspended and will be no longer in effect so long as the applicable series of notes remain investment grade.”

Based on SPR’s March 31, 2006 financial statements, assuming an interest rate of 6%, SPR’s indebtedness restrictions would allow SPR and utilities to issue up to approximately $262 million of additional indebtedness in the aggregate, unless the indebtedness being issued is specifically permitted under the terms of SPR’s indebtedness.

(b) Under this restriction at the present time, what is the maximum annual amount SPR could fund the Local 1245 VEBA?

Based upon the March 31, 2006 additional indebtedness limitation of $262 million, SPR would be capable of currently funding the annual VEBA contribution in the $10 to $15 million range as indicated in clause (c)

(c) If required VEBA contributions are in the $10-$15 million range, would this restriction limit the annual VEBA contribution? Please refer to the response to clause (a).

6. SPR has proposed to limit Local 1245 VEBA funding so as not to “accelerate a pending insolvency.” (a) fully describe this restriction. (b) Is there any pending insolvency or any indication that an insolvency may occur before January 1, 2015? Based on the proposed annual funding amounts and the company’s current financial status, there are no insolvencies anticipated. Therefore the Company is willing to withdraw this restriction. (c) How can the agreement be strengthened to provide accelerated funding in advance of a pending insolvency? Our legal group advises us that we cannot accelerate funding to the VEBA in advance of any pending insolvency.

7. SPR has proposed to limit Local 1245 VEBA funding so as not to “create an unfavorable tax consequence.” (a) fully describe this restriction. Under a collectively bargained VEBA, the over funding of said VEBA is essentially the only unfavorable tax consequence. Contributions to VEBA’s are fully deductible, however, contributions in excess of the amount required to fully fund a collectively bargained VEBA are not tax deductible. (b) Under this restriction at the present time, what is the maximum amount SPR could fund the Local 1245 VEBA? The maximum amount that could be funded cannot exceed the current unfunded APBO of the VEBA. (c) If required VEBA contributions are in the $10-$15 million range, would this restriction limit the annual VEBA contribution? No.

Is it expected that this restriction will limit full funding of the VEBA in any year prior to 2015? No.

IBEW LOCAL UNION 1245

By: ____________________________________

SIERRA PACIFIC POWER COMPANY

By: ____________________________________

Date: _____________________

122

EXHIBIT 10.4

$250,000,000

CREDIT AGREEMENT

Dated as of April 28, 2010

among

SIERRA PACIFIC POWER COMPANY d/b/a

NV ENERGY,

as Borrower

and

THE LENDERS PARTY HERETO

and

BANK OF AMERICA, N.A.,

as Administrative Agent, Swingline Lender and an Issuing Bank

BANC OF AMERICA SECURITIES LLC,

WELLS FARGO SECURITIES, LLC,

RBS SECURITIES INC.,

as Joint Lead Arrangers and Joint Book Managers

WELLS FARGO BANK, NATIONAL ASSOCIATION

THE ROYAL BANK OF SCOTLAND PLC

each as a Syndication Agent

and

DEUTSCHE BANK SECURITIES INC.

JPMORGAN CHASE BANK, N.A.

each as a Documentation Agent

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS AND ACCOUNTING TERMS .............................................................................................................................. 1

Section 1.1 Certain Defined Terms ...................................................................................................................................1

Section 1.2 Computation of Time Periods; Construction. ............................................................................................ 20

Section 1.3 Accounting Matters. ......................................................................................................................................20

Section 1.4 Letter of Credit Amounts ...............................................................................................................................20

ARTICLE II COMMITMENTS ..............................................................................................................................................................................21

Section 2.1 Commitments ....................................................................................................................................................21

Section 2.2 Fees ....................................................................................................................................................................21

Section 2.3 Reduction of the Commitments ......................................................................................................................22

Section 2.4 Computations of Outstandings ......................................................................................................................22

Section 2.5 Optional Increase of the Commitments .........................................................................................................23

ARTICLE III LOANS ................................................................................................................................................................................................24

Section 3.1 Revolving Loans ...............................................................................................................................................24

Section 3.2 Conversion of Loans ........................................................................................................................................26

Section 3.3 Interest Periods ................................................................................................................................................. 26

Section 3.4 Other Terms Relating to the Making and Conversion of Loans ............................................................... 26

Section 3.5 Repayment of Loans; Interest ........................................................................................................................ 29

Section 3.6 Additional Interest on LIBOR Rate Loans .................................................................................................... 29

S ection 3.7 Default Rate ....................................................................................................................................................... 29

Section 3.8 Swingline Loans ................................................................................................................................................ 30

ARTICLE IV LETTERS OF CREDIT ....................................................................................................................................................................... 32

Section 4.1 The Letter of Credit Commitment. ................................................................................................................... 32

Section 4.2

Procedures for Issuance and Amendment of Letters of Credit; Evergreen Letters of Credit. .................34

Section 4.3 Drawings and Reimbursements; Funding of Participations. .......................................................................35

Section 4.4 Repayment of Participations. ...........................................................................................................................37

Section 4.5 Obligations Absolute ........................................................................................................................................37

Section 4.6 Role of Issuing Banks .......................................................................................................................................38

Section 4.7 Applicability of ISP ...........................................................................................................................................39

Section 4.8 Letter of Credit Fees ..........................................................................................................................................39

Section 4.9 Fronting Fee and Processing Charges Payable to Issuing Banks .............................................................39

Section 4.10 Conflict with Issuing Bank Agreements ........................................................................................................40

Section 4.11 Letters of Credit Issued for Subsidiaries .......................................................................................................40

ARTICLE V PAYMENTS, COMPUTATIONS AND YIELD PROTECTION ....................................................................................................40

Section 5.1 Payments and Computations ..........................................................................................................................40

Section 5.2 Interest Rate Determination .............................................................................................................................41

Section 5.3 Prepayments .......................................................................................................................................................41

Section 5.4 Yield Protection ..................................................................................................................................................42

Section 5.5 Sharing of Payments, Etc ..................................................................................................................................44

Section 5.6 Taxes ....................................................................................................................................................................45

ARTICLE VI CONDITIONS PRECEDENT ..............................................................................................................................................................47

Section 6.1 Conditions Precedent to Effectiveness of this Agreement ..........................................................................47

Section 6.2 Conditions Precedent to Each Extension of Credit ........................................................................................49

Section 6.3 Determinations Under Section 6.1 ....................................................................................................................50

Section 6.4 Reliance on Certificates ......................................................................................................................................50

ARTICLE VII REPRESENTATIONS AND WARRANTIES ..................................................................................................................................50

Section 7.1 Representations and Warranties of the Borrower ..........................................................................................50

ARTICLE VIII COVENANTS OF THE BORROWER ..............................................................................................................................................57

Section 8.1 Affirmative Covenants ........................................................................................................................................57

Section 8.2 Negative Covenants ............................................................................................................................................60

Section 8.3 Financial Covenant ..............................................................................................................................................66

ARTICLE IX DEFAULTS ............................................................................................................................................................................................67

Section 9.1 Events of Default ..................................................................................................................................................67

Section 9.2 Remedies ................................................................................................................................................................69

Section 9.3 Rights and Remedies Cumulative; Non-Waiver; etc .......................................................................................70

Section 9.4 Crediting of Payments and Proceeds .................................................................................................................70

Section 9.5 Administrative Agent May File Proofs of Claim ..............................................................................................71

ARTICLE X THE ADMINISTRATIVE AGENT ........................................................................................................................................................72

Section 10.1 Appointment and Authority ..............................................................................................................................72

Section 10.2 Rights as a Lender ...............................................................................................................................................72

Section 10.3 Exculpatory Provisions .......................................................................................................................................72

Section 10.4 Reliance by the Administrative Agent .............................................................................................................73

Section 10.5 Delegation of Duties ...........................................................................................................................................73

Section 10.6 Resignation of Administrative Agent ..............................................................................................................73

Section 10.7 Non-Reliance on Administrative Agent and Other Lenders ........................................................................74

Section 10.8 No Other Duties, etc ...........................................................................................................................................74

Section 10.9 Collateral and Guaranty Matters .......................................................................................................................75

ARTICLE XI MISCELLANEOUS ................................................................................................................................................................................75

Section 11.1 Amendments, Etc .................................................................................................................................................75

Section 11.2 Notices, Etc ...........................................................................................................................................................76

Section 11.3 No Waiver of Remedies ......................................................................................................................................76

Section 11.4 Costs, Expenses and Indemnification ...............................................................................................................77

Section 11.5 Right of Set-off; Payments Set Aside ...............................................................................................................78

Section 11.6 Binding Effect .......................................................................................................................................................79

Section 11.7 Successors and Assigns ....................................................................................................................................79

Section 11.8 Confidentiality ......................................................................................................................................................83

Section 11.9 Waiver of Jury Trial .............................................................................................................................................83

Section 11.10 Governing Law; Submission to Jurisdiction ....................................................................................................84

Section 11.11 Relation of the Parties; No Beneficiary .............................................................................................................84

Section 11.12 Execution in Counterparts ...................................................................................................................................84

Section 11.13 Survival of Agreement .........................................................................................................................................84

Section 11.14 Survival of Indemnities ........................................................................................................................................85

Section 11.15 Patriot Act Notice .................................................................................................................................................85

Section 11.16 Severability ............................................................................................................................................................85

Section 11.17 Electronic Execution of Assignments and Certain Other Documents ..........................................................85

Section 11.18 Defaulting Lenders ...............................................................................................................................................85

Section 11.19 Cash Collateral ......................................................................................................................................................87

Section 11.20 Press Releases and Related Matters .................................................................................................................88

Exhibits

EXHIBIT A-1 Form of Revolving Note

EXHIBIT A-2 Form of Swingline Note

EXHIBIT A-3 Form of Notice of Revolving Borrowing

EXHIBIT A-4 Form of Notice of Swingline Borrowing

EXHIBIT B Form of Notice of Conversion

EXHIBIT C Form of Assignment and Assumption

EXHIBIT D Form of Officer’s Certificate

EXHIBIT E Form of Secretary’s Certificate

EXHIBIT F Form of Mark-to-Market Exposure Certificate

Schedules

SCHEDULE 1.1(A) Existing Letters of Credit

SCHEDULE 1.1(B) Commitments and Percentages

SCHEDULE 7.1(c) Legal Name, Etc.

SCHEDULE 7.1(d) Consents, Authorizations, Filings and Notices

SCHEDULE 7.1(f) Material Litigation

SCHEDULE 7.1(p) Subsidiaries

SCHEDULE 8.1(d) Contractual Obligations; Compliance with Law

SCHEDULE 8.2(b)(vi) Existing Liens

SCHEDULE 8.2(g) Affiliate Transactions

SCHEDULE 11.2 Certain Addresses for Notices; Applicable Lending Offices

iii

THIS CREDIT AGREEMENT , dated as of April 28, 2010 is made by and among:

(i) Sierra Pacific Power Company d/b/a NV Energy, a Nevada corporation (the “ Borrower ”),

(iii) Bank of America, N.A., as administrative agent (in such capacity, together with its successors and assigns in such capacity, the “ Administrative Agent ”) for the Lenders hereunder, as Swingline Lender and as an Issuing Bank.

PRELIMINARY STATEMENTS

The Borrower has requested that the Lenders provide credit facilities for the purposes set forth herein, and the Lenders are willing to do so on the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties hereto covenant and agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

Section 1 . 1 Certain Defined Terms . As used in this Agreement, the following terms shall have the following meanings:

“ Administrative Agent ” has the meaning assigned to that term in the preamble hereto.

“ Administrative Questionnaire ” means an administrative questionnaire in a form supplied by the Administrative Agent.

“ Agreement ” means this Credit Agreement, as amended, modified, restated, supplemented or replaced from time to time in accordance with the terms hereof.

Level	Secured Debt Rating	Applicable LIBOR Rate Margin	Applicable Base Rate Margin	Commitment Fee	Letter of Credit Fee
I	A- or higher from S&P/A3 or higher from Moody’s	1.75%	0.75%	0.20%	1.75%
II	BBB+ from S&P/Baa1 from Moody’s	2.00%	1.00%	0.25%	2.00%
III	BBB from S&P/Baa2 from Moody’s	2.25%	1.25%	0.375%	2.25%
IV	BBB- from S&P/Baa3 from Moody’s	2.75%	1.75%	0.500%	2.75%
V	BB+ or lower from S&P/Ba1 or lower from Moody’s/unrated by S&P and Moody’s	3.00%	2.00%	0.625%	3.00%