SIERRA PACIFIC RESOURCES DEALER MANAGER AGREEMENT

EXHIBIT 1.1 ================================================================================ SIERRA PACIFIC RESOURCES (a Nevada corporation) DEALER MANAGER AGREEMENT Dated: April 15, 2005 ================================================================================ TABLE OF CONTENTS

SIERRA PACIFIC RESOURCES DEALER MANAGER AGREEMENT April 15, 2005 MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated LEHMAN BROTHERS INC. c/o Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated 4 World Financial Center New York, New York 10080 Ladies and Gentlemen: 1. General. Sierra Pacific Resources, a Nevada corporation (the "Company"), plans to make a tender offer to exchange (the "OFFER") up to an aggregate of 4,704,350 of the Company's Premium Income Equity Securities ("PIES") currently outstanding (the "OLD PIES") for a combination of cash and new PIES ("NEW PIES") on the terms and subject to the conditions set forth in the Preliminary Prospectus dated the date hereof (and as amended or supplemented from time to time prior to effectiveness of the Registration Statement (as defined below), the "PRELIMINARY PROSPECTUS"), and the related Letter of Transmittal (the "LETTER OF TRANSMITTAL") dated the date hereof. Each New PIES will consist of (a) a stock purchase contract (a "PURCHASE CONTRACT") to be issued by the Company pursuant to a Purchase Contract Agreement (as defined below), under which (i) the holder will agree to purchase from the Company, and the Company will agree to sell to the holder, on November 15, 2005, for $50, a number of shares of its common stock, par value $1.00 per share (the "COMMON STOCK"), equal to the settlement rate then in effect and as subject to adjustment, in each case, as set forth in the Prospectus (as hereinafter defined) and (ii) the Company will pay to the holder purchase contract adjustment payments at the annual rate set forth in the Prospectus and (b) 1/20th, or 5%, undivided beneficial ownership interest in one of the Company's Senior Notes (each, a "SENIOR NOTE") having a principal amount of $1,000. The Senior Notes will be issued under the Indenture, dated as of May 1, 2000 (the "ORIGINAL INDENTURE"), between the Company and The Bank of New York, as Trustee (the "TRUSTEE") as supplemented by the Officers' Certificate establishing the form, terms and other provisions of the Senior Notes (the "OFFICERS' CERTIFICATE," and together with the Original Indenture, the "INDENTURE"). The New PIES and Purchase Contracts will be issued pursuant to a purchase contract agreement (the "PURCHASE CONTRACT AGREEMENT") to be entered into by the Company and The Bank of New York, as Purchase Contract Agent (the "PURCHASE CONTRACT AGENT"). In accordance with the terms of the Purchase Contract Agreement, the holders of the New PIES will pledge their Senior Notes to Wells Fargo Bank Minnesota, National Association, as Collateral Agent (the "COLLATERAL AGENT"), pursuant to a Pledge Agreement (the "PLEDGE AGREEMENT") to be entered into by the Company, the Purchase Contract Agent, Wells Fargo Bank Minnesota, National Association, as Securities Intermediary (the "SECURITIES INTERMEDIARY"), and the Collateral Agent, to secure the holders' obligations to purchase Common Stock under the Purchase Contracts. Such New PIES are sometimes called "CORPORATE PIES". Under certain circumstances, holders of New PIES may substitute certain U.S. Treasury securities for the Senior Notes that are a part of such holders' New PIES and thereby create Treasury PIES (the "TREASURY PIES") pursuant to the terms of the Purchase Contract Agreement and the Pledge Agreement. In addition, the Senior Notes will be subject to remarketing pursuant to a Remarketing Agreement (the "REMARKETING AGREEMENT") to be entered into by the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Lehman Brothers Inc., as Remarketing Agents (the "REMARKETING AGENTS"). The Remarketing Agreement will be consistent with the description of such agreement in the Offer Material (as defined below) and on terms substantially similar to those in the Remarketing Agreement relating to the Old PIES, except to the extent differences in the Old PIES and New PIES shall make differences in the Remarketing Agreement necessary or desirable, and except to the extent the parties shall otherwise agree. The following materials to be used by the Company in connection with the Offer, as any of them may be amended, modified or supplemented from time to time, are collectively referred to herein as the "OFFER MATERIAL": (a) Company's Registration Statement on Form S-4 filed with the Securities and Exchange Commission (the "COMMISSION") on April 15, 2005, in accordance with the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the "1933 ACT") relating to the Offer and the issuance of the New PIES in connection therewith. As used in this agreement (the "DEALER MANAGER AGREEMENT" or this "AGREEMENT"), the term "REGISTRATION STATEMENT" means such registration statement, including all exhibits, financial statements, schedules or other information included or incorporated by reference therein, when it becomes effective under the 1933 Act, and as amended or supplemented from time to time. (b) The Company's Prospectus relating to the Offer and the New PIES to be issued in connection therewith. As used in this Agreement, the term "PROSPECTUS" means (i) any prospectus, as amended or supplemented on or prior to the Acceptance Date (as defined below) (including, but not limited to, the Preliminary Prospectus) that the Company uses, prepares, files, distributes or approves in writing which is used to solicit tenders of Old PIES in the Offer, or (ii) after the effectiveness of the Registration Statement, the prospectus, if any, filed with the Commission pursuant to Rule 424(b) under the 1933 Act, in the form it was first filed; provided, however, that such prospectus was used to solicit tenders of Old PIES in the Offer on or prior to the Acceptance Date. All references in this Agreement to financial statements and schedules and other 2 information which is "contained", "included" or "stated" in the Registration Statement, the Preliminary Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated, or deemed to be incorporated, by reference in the Registration Statement, the Preliminary Prospectus or the Prospectus, as the case may be. Any reference herein to the Registration Statement, the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents, financial statements and schedules incorporated, or deemed to be incorporated, by reference therein pursuant to Form S-4 under the 1933 Act, as of the effective date of the Registration Statement or as of the date of the Preliminary Prospectus or the Prospectus, as the case may be, and any reference to any amendment or supplement to the Registration Statement, the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents, financial statements and schedules filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the "1934 ACT") and so incorporated, or deemed to be incorporated, by reference (such incorporated documents, financial statements and schedules being herein called the "INCORPORATED DOCUMENTS"). For purposes of this Agreement, all references to the Registration Statement, the Preliminary Prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR"). (c) The Tender Offer Statement on Schedule TO (the "SCHEDULE TO") filed or to be filed by the Company with the Commission pursuant to Rule 13e-4 under the 1934 Act and all amendments to the Schedule TO (each an "AMENDMENT" and collectively, the "AMENDMENTS"). (d) The Letter of Transmittal. (e) The Guidelines for Certification of Taxpayer Identification Number relating to the Offer. (f) The form of letter to Clients of Registered Holders and The Depository Trust Company Participants relating to the Offer, including the form of letter/instruction to Registered Holders and The Depository Trust Company Participants from Beneficial Owners relating to the Offer. (g) The form of letter to Broker, Dealers, Commercial Banks, Trust Companies and Other Nominees of Old PIES relating to the Offer. (h) Any other documents or materials whatsoever (including newspaper announcements and press releases) relating to the Offer that are distributed or made available to the public or the holders of the Old PIES by or at the direction of the Company in connection with the Offer. 2. Engagement as Dealer Managers. (a) The Company hereby retains each of Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated 3 and Lehman Brothers Inc. to act as the exclusive dealer managers with respect to the Offer (each a "DEALER MANAGER" and together, the "DEALER MANAGERS"). On the basis of the representations and warranties and agreements of the Company herein contained and subject to and in accordance with the terms and conditions hereof and of the Offer Material, you hereby agree to act as Dealer Managers in connection with the Offer and in connection therewith, you shall act in accordance with your customary practices and shall perform those services in connection with the Offer that are customarily performed by investment banking firms in connection with acting as a dealer manager of exchange offers of a like nature, including, but not limited to, soliciting tenders pursuant to the Offer and communicating generally regarding the Offer with brokers, dealers, commercial banks and trust companies and other persons, including the holders of the Old PIES. (b) The Company acknowledges and agrees that each of the Dealer Managers has been retained hereunder to act solely as a Dealer Manager. In such capacity, each of the Dealer Managers shall act hereunder as an independent contractor and shall not be deemed the agent or fiduciary of the Company or any of its affiliates, equity holders or creditors or of any other person, and any of the duties of the Dealer Managers arising out of the Dealer Managers' engagement pursuant to this Agreement shall be owed solely to the Company. None of the Dealer Managers shall be liable to the Company, its affiliates, equity holders or creditors or to any other person for any act or omission on the part of, and shall not be deemed to be the agent or fiduciary of, any broker or dealer (except that Merrill Lynch & Co. and Merrill Lynch, Pierce Fenner & Smith Incorporated may be deemed the agent or fiduciary of Merrill Lynch, Pierce, Fenner & Smith Incorporated in its capacity as broker or dealer and except that Lehman Brothers Inc. may be deemed the agent or fiduciary of Lehman Brothers Inc. in its capacity as broker or dealer), commercial bank or trust company, and no such broker or dealer, commercial bank or trust company shall be deemed to be acting as the agent or fiduciary any of the Dealer Managers. Nothing contained in this Agreement shall constitute any of the Dealer Managers a partner of or joint venturer with the Company. 3. Solicitation Material; Withdrawal. The Company agrees to furnish you with as many copies as you may reasonably request of any Offer Material. The Company agrees that, within a reasonable time prior to using any Offer Material, it will submit copies of such material to you and your counsel and will not use or publish any such material to which you reasonably object. The Company shall inform you promptly after it receives notice or becomes aware of the happening of any event, or the discovery of any fact, as a result of which the Offer Material would include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if for any other reason it is necessary at any time to amend or supplement any Offer Material then being used or that would affect the accuracy or completeness of any representation or warranty contained in this Agreement if such representation or warranty were being made promptly after the happening of such event or the discovery of such fact. 4 In the event that (i) the Company uses or permits the use of any Offer Material (a) that has not been submitted to you and your counsel for comment or (b) that has been so submitted and with respect to which you or your counsel have made substantive comments, but which substantive comments have not resulted in a response reasonably satisfactory to you to reflect such substantive comments, (ii) the Company shall have breached any of its representations, warranties, agreements, obligations or covenants contained herein, (iii) there shall have occurred any material adverse change, or any development which is reasonably likely to result in a material adverse change, in the condition, financial or otherwise, results of operations or business affairs of the Company and its subsidiaries considered as one enterprise (any such change or development, a "MATERIAL ADVERSE CHANGE"), that, in your judgment, makes it impracticable or inadvisable to carry out the Offer, the exchange of Old PIES pursuant thereto or the performance of this Agreement, (iv) the Offer is terminated or withdrawn by the Company for any reason or (v) any stop order, restraining order, injunction or denial of an application for approval has been issued in connection with the Offer and not thereafter stayed or vacated or any proceeding, litigation or investigation in connection with the Offer has been initiated, that, in either case in your judgment, makes it impracticable or inadvisable to carry out the Offer, the exchange of Old PIES pursuant thereto or the performance of this Agreement, then in any such case you shall be entitled to withdraw as a Dealer Manager, by providing written notice of such withdrawal to the Company, without any liability or penalty to you or any other Indemnified Party (as defined in Section 10) and without loss of any right to the payment of all expenses payable in accordance with Section 5 hereunder which have been incurred by you to the date of such withdrawal. If you withdraw as a Dealer Manager in accordance with the foregoing provision, the reimbursement for your expenses through the date of such withdrawal shall be paid to you promptly after such date. Notwithstanding anything contained in this Agreement to the contrary, the Company may, in its discretion, carry out the Offer after your withdrawal as Dealer Manager, provided that the Company (y) amends or supplements the Offer Material to disclose that you have withdrawn as Dealer Manager and (z) utilizes a means reasonably calculated to reach holders of the Old PIES to inform them of such withdrawal. 4. Compensation. The Company agrees that it will pay all of the compensation due to you for your services as Dealer Managers hereunder (assuming that you have not withdrawn as Dealer Manager) and agrees that such compensation will be as set forth in Schedule I hereto and that such compensation will be paid in cash on the Acceptance Date. Soliciting Dealer Fees. The Company agrees that it will pay a fee to soliciting dealers (as defined in the Prospectus) of an amount equal to $0.125 for each validly tendered and accepted Old PIES for beneficial owners whose ownership is equal to or fewer than 5,000 units. Reference to a soliciting dealer shall include a Dealer Manager designated as a soliciting dealer. The Company agrees to pay such fees in cash on the Acceptance Date. 5. Expenses. The Company agrees that it will pay all of the following expenses related to the Offer, including: (i) fees and expenses relating to the preparation, 5 printing, mailing and publishing of the Offer Material, including the cost of preparation and filing of the Registration Statement and any amendment thereto and the Schedule TO and any Amendments thereto, (ii) fees and expenses of the Company's counsel and accountants and of the Exchange Agent and Information Agent (each as defined in Section 6), (iii) fees and expenses of counsel to the Dealer Managers, (iv) advertising charges, (v) fees and expenses of any depositary, transfer agent or other person rendering services in connection with the Offer, (vi) mailing and handling expenses incurred by brokers and dealers (including you), commercial banks, trust companies and other nominees in forwarding the Offer Material to their customers, (vii) the cost of the preparation, issuance and delivery of the New PIES, including transfer and other taxes payable thereon, except as otherwise stated in the Letter of Transmittal, (viii) expenses in connection with the qualification of the New PIES for offer and delivery, (ix) costs and expenses incident to the listing of the New PIES on the New York Stock Exchange and (x) other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in this Section. All payments to be made by the Company pursuant to this Section 5 shall be made promptly after the expiration or termination of the Offer or withdrawal by you from acting as Dealer Managers in accordance with Section 3 or, if later, promptly after the related fees or expenses accrue and are invoiced. The Company shall perform its obligations set forth in this Section 5 whether or not the Offer is commenced or the Company acquires any Old PIES pursuant to the Offer or otherwise. 6. Exchange Agent and Information Agent. (a) The Company will arrange for The Bank of New York, a New York state banking organization, to serve as exchange agent (the "EXCHANGE AGENT") in connection with the Offer and as such, to advise you at least each business day as to such matters relating to the Offer as you may reasonably request. The Company shall cause The Depository Trust Company ("DTC") to provide you with copies of its records showing the names and addresses of, and number of Old PIES held by, the direct participants in DTC whose DTC accounts are credited with Old PIES as of a recent date and to use commercially reasonable efforts to identify indirect participants in DTC and other institutions whose records indicate owners of beneficial interests in Old PIES as of a recent date, and shall, from and after such date or dates, use commercially reasonable efforts to cause you to be advised frequently during the pendency of the Offer of all transfers of beneficial interests in Old PIES, such advice to consist of the name and address of the transferor and transferee of beneficial interests in any Old PIES and the date of such transfer. The Company will arrange for Morrow & Co., Inc. to serve as information agent ("INFORMATION AGENT") in connection with the Offer and, as such, to advise you as to such matters relating to the Offer as you may reasonably request and to furnish you with any written reports concerning any such information as you may reasonably request. (b) The Company authorizes you to communicate with the Exchange Agent, the Information Agent and with DTC, in its capacity as depositary, with respect to matters relating to the Offer. 7. Representations, Warranties and Certain Agreements of the Company. The Company represents and warrants to each of the Dealer Managers, and 6 agrees with each of the Dealer Managers, as of the date hereof, as of the date of commencement of the Offer pursuant to Section 13(e) of the 1934 Act (if different than the date hereof) (the "COMMENCEMENT DATE") and as of the date on which the Old PIES are accepted by the Company pursuant to the Offer (the "ACCEPTANCE DATE") (unless another date is specifically referenced in which case the representation and warranty shall speak as of such other date): (a) Compliance with Registration Requirements. The Company meets the requirements for use of both Form S-3 and Form S-4 under the 1933 Act and, on or prior to the Commencement Date, has filed with the Commission the Registration Statement and paid the applicable filing fees. As of the Acceptance Date, the Registration Statement and any post-effective amendment thereto will have become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement and any post-effective amendment thereto will have been issued under the 1933 Act and no proceedings for that purpose will have been instituted or will be pending or, to the knowledge of the Company, will be contemplated by the Commission, and any request on the part of the Commission for additional information will have been complied with. At the respective times the Registration Statement and any post-effective amendments thereto become effective and at the Acceptance Date, the Registration Statement and any amendments thereto will comply in all material respects with the requirements of the 1933 Act and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and any amendments and supplements thereto do not and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation, warranty and agreement shall not apply to statements in or omissions from any of such documents made in reliance upon and in conformity with written information furnished to the Company by either Dealer Manager specifically for use therein. Each preliminary prospectus and prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, complied when so filed in all material respects with the 1933 Act and each preliminary prospectus and the Prospectus prepared for use in connection with the Offer will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T. (b) Offer Material. A complete and correct copy of the Offer Material (as it exists or will exist on the Commencement Date) has been furnished to you and your counsel or will be furnished no later than the Commencement Date. The Offer Material (other than the Prospectus and the Registration Statement, and any amendments and supplements thereto, which are covered in subsection (a) above) complies and will comply in all material respects with the requirements of the 1933 Act and the 1934 Act, as applicable, and does not and will not contain an untrue statement of a material fact or 7 omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that this representation, warranty and agreement shall not apply to statements in or omissions from, the Offer Material made in reliance upon and in conformity with written information furnished to the Company by either Dealer Manager specifically for use therein. (c) Incorporated Documents. At the time they were or hereafter are filed with the Commission, as of the Commencement Date and thereafter to and including the Acceptance Date, complied and will comply in all material respects with the requirements of the 1934 Act and did not and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (d) Independent Auditors. Deloitte & Touche LLP, which certified the financial statements and supporting schedules included in the Registration Statement and the Prospectus (i) is a registered public accounting firm and is independent with respect to the Company and its subsidiaries, each within the meaning of the Exchange Act and (ii) is in compliance with its obligations under the Exchange Act with respect to the Company and its subsidiaries. (e) Financial Statements. The financial statements included in the Registration Statement and the Prospectus, together with the related schedules and notes, present fairly the financial position of the Company and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholders' equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles ("GAAP") applied on a consistent basis, except as noted therein, throughout the periods involved. The supporting schedules, if any, included in the Registration Statement and the Prospectus present fairly in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement and the Prospectus. The financial statements included in the Registration Statement and the Prospectus do not contain non-GAAP financial measures within the meaning of Regulation G or Item 10 of Regulation S-K of the Commission. Except as disclosed in the Registration Statement and the Prospectus, neither the Company nor any of its subsidiaries has any off-balance sheet arrangements of the character contemplated by Item 303 of Regulation S-K or otherwise by Section 13(j) of the 1934 Act, or has any other contingent obligation or liability, which, in any case, is material, or is reasonably likely to be material, to the Company and its consolidated subsidiaries considered as one enterprise. (f) No Material Adverse Change in Business. Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, (i) there has been no Material Adverse Change, (ii) there have been no transactions entered into by the Company or any of its subsidiaries, 8 other than those in the ordinary course of business, which are material with respect to the Company and its subsidiaries considered as one enterprise and (iii) there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock. (g) Good Standing of the Company. The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Nevada and has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus and to enter into and perform its obligations under this Agreement; and the Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not have a material adverse effect, and would not result in any development which is reasonably likely to have a material adverse effect, on the condition, financial or otherwise, results of operations or business affairs of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business (any such effect or development, a "MATERIAL ADVERSE EFFECT"). (h) Good Standing of Subsidiaries. Each Significant Subsidiary (as defined below) of the Company has been duly organized and is validly existing as a corporation in good standing under the laws of its jurisdiction of organization, has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus; and each Significant Subsidiary is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. The shares of issued and outstanding capital stock of each Significant Subsidiary have been duly authorized and validly issued and are fully paid and non-assessable; none of the issued and outstanding shares of capital stock of either Significant Subsidiary was issued in violation of any preemptive or other similar rights of any securityholder of such Significant Subsidiary; and all shares of common stock of each Significant Subsidiary are owned by the Company, free and clear of any security interests and other liens and encumbrances and of any equities, claims and other adverse interests. Nevada Power Company and Sierra Pacific Power Company, each a Nevada corporation (and each a "SIGNIFICANT SUBSIDIARY"), are each a "significant subsidiary" within the meaning of Rule 405 under the 1933 Act, and the Company has no other such significant subsidiary. (i) Capitalization. The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement and the Prospectus. The shares of issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the issued and outstanding shares of capital stock of the Company was issued in violation of any preemptive or other similar rights of any securityholder of the Company. 9 (j) Sufficient Funds. The funds to be made available by the Company for consummation of the Offer as described in the Offer Material are available or will be available to the Company by the Acceptance Date and the Company will have sufficient authority under applicable law to use such funds as described to enable the Company promptly to pay the cash consideration for the Old PIES pursuant to the Offer as described in the Prospectus. (k) Authorization of this Agreement. The Company has all corporate power and authority necessary to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Company. (l) Authorization and Description of Purchase Contract Agreement. The Purchase Contract Agreement and the transactions contemplated thereby have been duly authorized by the Company; at the Acceptance Date, the Purchase Contract Agreement will have been duly executed and delivered by the Company and will constitute a legally valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing; and the Purchase Contract Agreement will conform, when executed and delivered, in all material respects to the description thereof contained in the Prospectus. (m) Authorization and Description of New PIES. The New PIES have been duly authorized by the Company; at the Acceptance Date, the New PIES will have been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by parties other than the Company, and further upon the issuance and delivery thereof by the Company against receipt of Old PIES surrendered in exchange therefor as contemplated in the Registration Statement and the Prospectus, will be duly and validly issued and outstanding and will constitute legally valid and binding obligations of the Company, entitled to the benefits of the Purchase Contract Agreement and enforceable against the Company in accordance with their terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing; and the New PIES will conform, when issued, to the description thereof contained in the Registration Statement and the Prospectus. (n) Authorization and Description of Treasury PIES. When any Treasury PIES have been duly executed and delivered by the Company, assuming due authorization, execution and delivery by parties other than the Company, and further upon the substitution of the requisite number of U.S. Treasury securities for the applicable Senior Notes as set forth in the Registration Statement and the Prospectus, such Treasury PIES will be duly and validly issued and outstanding and will constitute legally valid and binding obligations of the Company, entitled to the benefits of the 10 Purchase Contract Agreement and enforceable against the Company in accordance with their terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing; and the Treasury PIES will conform, when issued, to the description thereof contained in the Registration Statement and the Prospectus. (o) Authorization and Description of Indenture. The Indenture and the transactions contemplated thereby have been duly authorized by the Company; the Indenture (excluding the Officer's Certificate) has been duly executed and delivered by the Company; at the Acceptance Date, the Indenture will have been duly executed and delivered by the Company and will constitute a legally valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing; the Indenture (excluding the Officer's Certificate) has been and, at the Acceptance Date, the Indenture will have been duly qualified under the Trust Indenture Act of 1939, as amended and the rules and regulations of the Commission thereunder; and the Indenture conforms and will conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus. (p) Authorization and Description of Senior Notes. The Senior Notes have been duly authorized by the Company; at the Acceptance Date, the Senior Notes will have been duly executed and delivered by the Company and when duly authenticated by the Trustee and incorporated into the New PIES, and further upon the issuance and delivery of the New PIES against receipt of Old PIES surrendered in exchange therefor as contemplated in the Registration Statement and the Prospectus, will be duly and validly issued and outstanding and will constitute legally valid and binding obligations of the Company, entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing; and the Senior Notes will conform, when issued, in all material respects to the description thereof contained in the Registration Statement and the Prospectus. (q) Authorization and Description of Pledge Agreement. The Pledge Agreement and the transactions contemplated thereby have been duly authorized by the Company; at the Acceptance Date, the Pledge Agreement will have been duly executed and delivered by the Company and assuming due authorization, execution and delivery by parties other than the Company, will constitute a legally valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, 11 general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing; and the Pledge Agreement will conform, when executed and delivered, in all material respects to the description thereof contained in the Prospectus. (r) Authorization and Description of Remarketing Agreement. The Remarketing Agreement and the transactions contemplated thereby have been duly authorized by the Company; when the Remarketing Agreement has been duly executed and delivered by the Company, assuming due authorization, execution and delivery by parties other than the Company, it will constitute a legally valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to the effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing, and except with respect to the rights of indemnification and contribution hereunder, where enforcement hereof may be limited by federal or state securities laws or the policies underlying such laws; and the Remarketing Agreement will conform, when executed and delivered, in all material respects to the description thereof contained in the Prospectus. (s) The Pledge Agreement. The Pledge Agreement will be effective to create in favor of the Collateral Agent, for the benefit of the Company, a valid security interest in the Collateral from time to time credited to the Collateral Account to secure the Obligations of the Holders (as each of such terms is defined in the Pledge Agreement) (subject to the rights of the Holders to cause the same to be released from such security interest); and, with respect to each item of Collateral, such security interest will be perfected, and subject to no prior security interest or other lien or encumbrance, upon the delivery to, and acceptance by, the Securities Intermediary of such item and the crediting of such item to the Collateral Account, all as contemplated by the Pledge Agreement. (t) Unissued Shares. The unissued shares of Common Stock to be issued and sold by the Company upon settlement of the Purchase Contracts have been duly authorized by the Company and reserved for issuance and, when issued and delivered in accordance with the provisions of the Purchase Contracts, will be duly and validly issued, fully paid and non-assessable and will conform in all material respects to the description thereof contained in the Prospectus. (u) Preemptive Rights. There are no preemptive or other rights to subscribe for or to purchase, nor is there any restriction on the voting or transfer of, any of the New PIES, the Treasury PIES, the Purchase Contracts, the Senior Notes or any shares of Common Stock to be issued upon settlement of the Purchase Contracts (collectively, the "SECURITIES") pursuant to the Company's articles of incorporation or by-laws or any agreement or instrument, except to the extent described in the Registration Statement and the Prospectus and except such preemptive or other rights and/or restrictions as relate to the transactions contemplated by the Purchase Contract Agreement, the Pledge Agreement and the Indenture. 12 (v) Absence of Defaults and Conflicts. Neither the Company nor any of its Significant Subsidiaries is in violation of its charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Company or any of its Significant Subsidiaries is a party or by which any of them may be bound, or to which any of the property or assets of the Company or any of its Significant Subsidiaries is subject (collectively, "AGREEMENTS AND INSTRUMENTS") except for such defaults as would not result in a Material Adverse Effect. The execution, delivery and performance by the Company of this Agreement, the Purchase Contract Agreement, the Indenture, the Pledge Agreement and the Remarketing Agreement and the consummation by the Company of the transactions contemplated hereby and thereby, the making and consummation of the Offer by the Company (including, but not limited to, the issuance and delivery of New PIES thereunder), the obtaining and use by the Company of funds required in connection with the Offer, the use of the Offer Material and the filing of the Registration Statement, the Prospectus and the Schedule TO, and any amendments or supplements thereto and the consummation by the Company of the transactions contemplated by this Agreement and in the Offer Material, in each case, do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or a Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its Significant Subsidiaries pursuant to, the Agreements and Instruments except for such conflicts, breaches or defaults or liens, charges or encumbrances that, singly or in the aggregate, would not result in a Material Adverse Effect, nor will such action result in any violation of the provisions of the charter or by-laws of the Company or any of its Significant Subsidiaries or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their assets, properties or operations. As used herein, a "REPAYMENT EVENT" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its Significant Subsidiaries. (w) Absence of Proceedings. Except as disclosed in the Registration Statement and the Prospectus, there is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the Company or any of its Significant Subsidiaries which, singly or in the aggregate, might reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the consummation of the transactions contemplated by this Agreement or the performance by the Company of its obligations hereunder. (x) Absence of Further Requirements. No filing with, or authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency is necessary or required for the execution 13 or delivery by the Company of this Agreement, the performance by the Company of its obligations hereunder, or the consummation by the Company of the transactions contemplated hereby or by the Offer Material, including, without limitation, the issuance and delivery by the Company of the New PIES, except such as (A) have been already obtained, (B) as may be required under the 1933 Act or the 1934 Act or state securities laws and (C) as may be required by rules or procedures of the New York Stock Exchange, Inc. ("NYSE"). (y) Possession of Licenses and Permits. The Company and its Significant Subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, "GOVERNMENTAL LICENSES") issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them except where the failure to possess such Governmental Licenses would not have a Material Adverse Effect; the Company and its Significant Subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, singly or in the aggregate, have a Material Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except where the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to be in full force and effect would not have a Material Adverse Effect; and neither the Company nor any of its Significant Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. (z) Labor. No labor disturbance by the employees of the Company or any of its subsidiaries exists or, to the knowledge of the Company or any of its Significant Subsidiaries, is imminent, which might be expected to have a Material Adverse Effect. (aa) ERISA. The Company is in compliance in all material respects with all applicable provisions of the Employee Retirement Income Security Act of 1974, as amended, including the regulations and published interpretations thereunder ("ERISA"); no "reportable event" (as defined in ERISA) has occurred with respect to any "pension plan" (as defined in ERISA) for which the Company would have any material liability; the Company has not incurred and the Company does not expect to incur material liability; the Company has not incurred and the Company does not expect to incur material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any "pension plan" or (ii) Sections 412 or 4971 of the Internal Revenue Code of 1986, as amended, including the regulations and published interpretations thereunder (the "CODE"); and each "pension plan" for which the Company would have any liability that is intended to be qualified under Section 401(a) of the Code is so qualified in all material respects and to the Company's knowledge nothing has occurred, whether by action or by failure to act, which might reasonably be expected to cause the loss of such qualification. (bb) Tax. Each of the Company and its Significant Subsidiaries has filed all federal, state and local income and franchise tax returns required to be filed 14 through the date hereof and has paid all taxes due thereon, and no tax deficiency has been determined adversely to the Company or any of its Significant Subsidiaries which has had, nor does the Company have any knowledge of any tax deficiency which, if determined adversely to the Company or any of its Significant Subsidiaries, might have, a Material Adverse Effect. (cc) Insurance. The Company and its Significant Subsidiaries carry, or are covered by, insurance in such amounts and covering such risks that the Company reasonably believes is adequate for the conduct of its business and the value of its properties and as is customary for companies engaged in similar businesses in similar industries. (dd) Title to Property. The Company and its Significant Subsidiaries have good title to all real property and personal property owned by them, in each case free and clear of all liens, encumbrances, equities or claims except such as are described or contemplated in the Registration Statement and Prospectus or would not, individually or in the aggregate, have a Material Adverse Effect and do not materially interfere with the use made or to be made of such property by the Company and its Significant Subsidiaries. (ee) Leases. All of the leases and subleases material to the business of the Company and each of its Significant Subsidiaries and under which the Company or any of its Significant Subsidiaries holds properties described in the Registration Statement and the Prospectus, are in full force and effect, and neither the Company nor any of its Significant Subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of such Company or any subsidiary thereof to the continued possession of the leased or subleased premises under any such lease or sublease. (ff) Environmental Laws. Except as described in the Registration Statement and the Prospectus and except such matters as would not, singly or in the aggregate, result in a Material Adverse Effect, (i) neither the Company nor any of its subsidiaries is in violation of any federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products (collectively, "HAZARDOUS MATERIALS") or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, "ENVIRONMENTAL LAWS"), (ii) the Company and its subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with their requirements, (iii) there are no pending or threatened administrative, regulatory or judicial actions, suits, demands, 15 demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings relating to any Environmental Law against the Company or any of its subsidiaries. (gg) Investment Company Act. The Company is not, and upon the issuance of the New PIES as contemplated in the Registration Statement and the Prospectus will not be, an "investment company" or an entity "controlled" by an "investment company" as such terms are defined in the Investment Company Act of 1940, as amended (hh) Holding Company Act. The Company is a "holding company" under the Public Utility Holding Company Act of 1935, as amended (the "1935 ACT"), but the Company