MIDAMERICAN ENERGY HOLDINGS COMPANY and THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee Fifth Supplemental Indenture Dated as of May 11, 2007
Exhibit
4.1
MIDAMERICAN
ENERGY HOLDINGS COMPANY
and
THE
BANK
OF NEW YORK TRUST COMPANY, N.A.,
as
Trustee
5.95%
Senior Bonds due 2037
Dated
as
of May 11, 2007
FIFTH
SUPPLEMENTAL INDENTURE, dated as of May 11, 2007 (this “Fifth
Supplemental Indenture”),
between MIDAMERICAN ENERGY HOLDINGS COMPANY, an Iowa corporation (the
“Company”),
and
THE BANK OF NEW YORK TRUST COMPANY, N.A., a New York banking corporation, as
Trustee (the “Trustee”)
under
the Base Indenture referred to below.
WITNESSETH:
WHEREAS,
the Company has heretofore executed and delivered that certain Indenture, dated
as of October 4, 2002, between the Company and The Bank of New York, as trustee
(as amended by Article IV of the Second Supplemental Indenture thereto, dated
as
of May 16, 2003 between the Company and The Bank of New York, as trustee and
Article IV of the Fourth Supplemental Indenture thereto, dated as of March
24,
2006 between the Company and The Bank of New York Trust Company, N.A., as
Trustee, the “Base
Indenture,”
and,
together with this Fifth Supplemental Indenture, the “Indenture”),
to
provide for the issuance from time to time of its unsecured debentures, notes
or
other evidences of indebtedness, the form and terms of which are to be
established as set forth in Sections 2.01 and 3.01 of the Base
Indenture;
WHEREAS,
Section 9.01 of the Base Indenture provides, among other things, that the
Company and the Trustee may enter into indentures supplemental to the Base
Indenture for, among other things, the purpose of establishing the form and
terms of the Securities of any series as permitted in Sections 2.01 and 3.01
of
the Base Indenture and of appointing an Authenticating Agent with respect to
the
Securities of any series;
WHEREAS,
the Company desires to create one series of its unsecured bonds in an initial
aggregate principal amount of Five Hundred Fifty Million Dollars
($550,000,000.00) to be designated the “5.95% Senior Bonds due 2037” (the
“Securities”),
and
all action on the part of the Company necessary to authorize the issuance of
the
Securities under the Base Indenture and this Fifth Supplemental Indenture has
been duly taken; and
WHEREAS,
all acts and things necessary (i) to make the Securities, when executed by
the Company and authenticated and delivered by the Trustee as provided in the
Base Indenture, the valid and binding obligations of the Company and
(ii) to constitute these presents a valid and binding supplemental
indenture and agreement according to its terms, have been done and
performed.
NOW,
THEREFORE, THIS FIFTH SUPPLEMENTAL INDENTURE WITNESSETH:
That
in
consideration of the premises and of the acceptance and purchase of the
Securities by the holders thereof and of the acceptance of this trust by the
Trustee, the Company covenants and agrees with the Trustee, for the equal
benefit of holders of the Securities, as follows:
ARTICLE
I.
DEFINITIONS
The
use
of the terms and expressions herein is in accordance with the definitions,
uses
and constructions contained in the Base Indenture and the forms of Securities
attached hereto as Exhibits A through E. In addition, for all purposes of this
Fifth Supplemental Indenture, except as otherwise expressly provided or unless
the context otherwise expressly requires, the following terms shall have the
respective meanings assigned to them as follows and shall be construed as if
defined in Article I of the Base Indenture:
“Exchange
Security”
means
a
security in global or definitive form substantially in the form set forth in
Exhibit E to this Fifth Supplemental Indenture.
“Global
Security”
means
a
Rule 144A Global Security, a Regulation S Temporary Global Security, or a
Regulation S Permanent Global Security, in global form substantially in the
form
set forth in Exhibits A, B and C, respectively, to this Fifth Supplemental
Indenture.
“Initial
Purchasers”
means
Greenwich Capital Markets, Inc., Barclays Capital Inc. and Xxxxxx Brothers
Inc.
“Registration
Rights Agreement”
means
the Registration Rights Agreement, dated May 11, 2007, between the Company
and
the Initial Purchasers.
ARTICLE
II.
TERMS
AND ISSUANCE OF THE SECURITIES
Section
2.01 Issue
of Securities.
One
series of the Securities, which shall be designated the “5.95% Senior Bonds due
2037” shall be executed, authenticated and delivered in accordance with the
provisions of, and shall in all respects be subject to, the terms, conditions
and covenants of the Base Indenture and this Fifth Supplemental Indenture
(including the forms of Securities set forth in Exhibits A through E, as
applicable). There shall be no limit upon the aggregate principal amount of
Securities that may be authenticated and delivered under this Fifth Supplemental
Indenture.
Section
2.02 Optional
Redemption.
The
Securities may be redeemed, in whole or in part, at the option of the Company
pursuant to the terms set forth in paragraph 2 of the Securities to be redeemed.
The provisions of Article XI of the Base Indenture, including the amendments
set
forth in Article IV of the Fourth Supplemental Indenture, dated March 24, 2006,
shall also apply to any redemption of the Securities by the
Company.
Section
2.03 Limitation
on Liens.
The
covenant provided by Section 10.04 of the Base Indenture shall be applicable
to
the Securities.
Section
2.04 Change
of Control.
The
covenant provided by Section 10.10 of the Base Indenture shall be applicable
to
the Securities.
2
Section
2.05 Place
of Payment.
The
Place of Payment in respect of the Securities will be in The City of New York,
initially at the Corporate Trust Office of The Bank of New York Trust Company,
N.A. (which as of the date hereof is located at 0 X. XxXxxxx Xxxxxx, Xxxxx
0000,
Xxxxxxx, Xxxxxxxx 00000, Attention: Corporate Trust Administration).
Section
2.06 Form
of Securities; Incorporation of Terms.
The
forms of the Securities shall be substantially in the forms of Exhibits A
through E attached hereto, as applicable, the respective terms of which are
incorporated herein by reference and which are part of this Fifth Supplemental
Indenture. The Securities shall be issued as one or more Global Securities
in
fully registered form and one or more Definitive Securities in fully registered
form, as determined in accordance with Section 2.01 of the Base Indenture.
The
Global Securities shall be delivered by the Trustee to the Depositary, as the
Holder thereof, or a nominee or custodian therefor, to be held by the Depositary
in accordance with the Base Indenture.
Section
2.07 Exchange
of the Global Securities.
Each of
the Global Securities shall be exchangeable for Definitive Securities only
as
provided in Section 3.07(b)(ii) of the Base Indenture.
Section
2.08 Interest
Payment Dates for the Securities.
The
Interest Payment Dates for the Securities shall be May 15 and November 15 in
each year, commencing November 15, 2007 and continuing until the Principal
Amount of the Securities is paid in full or made available for payment in
accordance with the terms of the Indenture and the Securities.
Section
2.09 Regular
Record Date for the Securities.
The
Regular Record Date for the Securities shall be the May 1 or November 1
immediately prior to each Interest Payment Date.
Section
2.10 Authorized
Denominations.
Beneficial interests in Global Securities, as well as Definitive Securities,
may
be held only in denominations of $2,000 and integral multiples of $1,000 in
excess thereof.
ARTICLE
III.
DEPOSITARY
Section
3.01 Depositary.
The
Depository Trust Company, its nominees and their respective successors are
hereby appointed Depositary with respect to the Global Securities.
ARTICLE
IV.
AMENDMENTS
TO BASE INDENTURE
Section
4.01 Form
of Documents Delivered to Trustee.
With
respect to the Securities and any other securities issued pursuant to the Base
Indenture after the date hereof, Section 1.03 of the Base Indenture is hereby
amended by adding the following language as an additional paragraph at the
end
of such section:
3
“
Whenever, subsequent to the receipt by the Trustee of any Board Resolution,
Officers’ Certificate, Opinion of Counsel or other document or instrument, a
clerical, typographical or other inadvertent or unintentional error or omission
shall be discovered therein, a new document or instrument may be substituted
therefor in corrected form with the same force and effect as if originally
filed
in the corrected form and, irrespective of the date or dates of the actual
execution and/or delivery thereof, such substitute document or instrument shall
be deemed to have been executed and/or delivered as of the date or dates
required with respect to the document or instrument for which it is substituted.
Anything in this Indenture to the contrary notwithstanding, if any such
corrective document or instrument indicates that action has been taken by or
at
the request of the Company which could not have been taken had the original
document or instrument not contained such error or omission, the action so
taken
shall not be invalidated or otherwise rendered ineffective but shall be and
remain in full force and effect, except to the extent that such action was
a
result of willful misconduct or bad faith. Without limiting the generality
of
the foregoing, any Securities issued under the authority of such defective
document or instrument shall nevertheless be the valid obligations of the
Company entitled to the benefits of this Indenture equally and ratably with
all
other Outstanding Securities, except as aforesaid.”
Section
4.02 Acceleration
of Maturity.
With
respect to the Securities and any other securities issued pursuant to the Base
Indenture after the date hereof, Section 5.02 of the Base Indenture is hereby
amended by deleting the words "and is continuing" in the second line of the
first sentence and adding the language "unless, prior to such declaration,
all covenants with respect to which such Event of Default has occurred shall
have been cured or waived (other than non-payment of principal of the
Securities which has become or may become due solely by reason of such
Event of Default or declaration)," after the word "then" in the second line
of the first sentence.
Section
4.03 Reports
By Company. With
respect to the Securities and any other securities issued pursuant to the Base
Indenture after the date hereof, Section 7.04 of the Base
Indenture is hereby amended by adding the following language to the end of
the
first paragraph of such section:
",
or if
the Company cannot reasonably file with the Trustee and the Commission and
transmit to the Holders such information, documents or other reports, or
summaries thereof, at the times and in the manner provided pursuant to such
Act,
then the Company shall have commenced and be diligently pursuing such actions
as
are reasonably required in order to enable the Company to take such actions
as
will enable it to file and transmit such information, documents or other
reports, or summaries thereof".
Section
4.04 Reports
By Company.
With
respect to the Securities and any other securities issued pursuant to the Base
Indenture after the date hereof, Section 10.09 of the Base Indenture is hereby
amended by adding the following language as an additional paragraph at the
end
of such section:
“Nothing
in this Section 10.09 shall require the Company to file or provide, as
applicable, any of the information required pursuant to this Section 10.09
if, at the time such information is required to be filed or provided, as
applicable, the Company cannot reasonably file or provide such information
and
the Company shall have commenced and be diligently pursuing such filing or
provision, as applicable. "
4
ARTICLE
V.
MISCELLANEOUS
Section
5.01 Execution
as Supplemental Indenture.
This
Fifth Supplemental Indenture is executed and shall be construed as an indenture
supplemental to the Base Indenture and, as provided in the Base Indenture,
this
Fifth Supplemental Indenture forms a part thereof.
Section
5.02 Effect
of Headings.
The
Article and Section headings herein are for convenience only and shall not
affect the construction hereof.
Section
5.03 Successors
and Assigns.
All
covenants and agreements in this Fifth Supplemental Indenture by the Company
shall bind its successors and assigns, whether so expressed or not.
Section
5.04 Separability
Clause.
In case
any provision in this Fifth Supplemental Indenture or in the Securities shall
be
invalid, illegal or unenforceable, the validity, legality and enforceability
of
the remaining provisions shall not in any way be affected or impaired
thereby.
Section
5.05 Benefits
of Fifth Supplemental Indenture.
Nothing
in this Fifth Supplemental Indenture or in the Securities, express or implied,
shall give to any person, other than the parties hereto and their successors
hereunder and the Holders, any benefit or any legal or equitable right, remedy
or claim under this Fifth Supplemental Indenture.
Section
5.06 Execution
in Counterparts.
This
Fifth Supplemental Indenture may be executed in any number of counterparts,
each
of which shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument.
Section
5.07 Trustee.
The
Trustee makes no representations as to the validity or sufficiency of this
Fifth
Supplemental Indenture. The statements herein are deemed to be those of the
Company and not of the Trustee.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
5
IN
WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental
Indenture to be duly executed by their respective officers or directors duly
authorized thereto, all as of the day and year first above written.
| MIDAMERICAN ENERGY HOLDINGS COMPANY | ||
| |
|
|
| By: | /s/ Xxxxxxx X. Xxxxxxxx | |
|
Name:
Xxxxxxx X. Xxxxxxxx
|
||
| Title: Senior Vice President | ||
| THE BANK OF NEW YORK TRUST COMPANY, N.A., | ||
| |
|
as
Trustee |
| By: | /s/ Xxxxxx Xxxxxxxxx | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Assistant Vice President | ||
(Fifth
Supplemental
Indenture)
EXHIBITS
| Exhibit A | Form of 144A Global Senior Bond due 2037 |
| Exhibit B | Form of Regulation S Temporary Global Senior Bond due 2037 |
| Exhibit C | Form of Regulation S Permanent Global Senior Bond due 2037 |
| Exhibit D | Form of Restricted Definitive Senior Bond due 2037 |
| Exhibit E | Form of Private Exchange Senior Bond due 2037 |
2
EXHIBIT
A
FORM
OF
FACE OF RULE 144A GLOBAL
SENIOR
BOND DUE 2037
THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A
DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE
NAME
OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY
(OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY
OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE
TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY) MAY BE
REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.
UNLESS
THIS GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR
PAYMENT, AND ANY DEFINITIVE SECURITY IS ISSUED IN THE NAME OR NAMES AS DIRECTED
IN WRITING BY THE DEPOSITARY, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED
OWNER HEREOF, THE DEPOSITARY, HAS AN INTEREST HEREIN.
THIS
SECURITY HAS BEEN INITIALLY RESOLD IN RELIANCE ON RULE 144A UNDER THE SECURITIES
ACT AND SHALL BEAR THE FOLLOWING LEGEND UNTIL REMOVABLE IN ACCORDANCE WITH
ITS
TERMS AND THE TERMS OF THE INDENTURE.
Exhibit
A-1
THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933,
AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS
EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, EACH
HOLDER OF THIS SECURITY AND ANY OWNERS OF INTERESTS HEREIN (1) REPRESENTS THAT
IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT), (2) AGREES THAT BEGINNING FROM THE LATER OF (X) THE ORIGINAL
ISSUE DATE OF THIS SECURITY OR (Y) THE LAST DATE ON WHICH THE COMPANY OR ANY
AFFILIATE THEREOF WAS THE BENEFICIAL OWNER OF THIS SECURITY (OR ANY PREDECESSOR
HEREOF) THROUGH THE TIME PERIOD REFERRED TO IN RULE 144(K) UNDER THE SECURITIES
ACT, IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE
COMPANY OR ANY AFFILIATE THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN
COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) TO AN INSTITUTIONAL
“ACCREDITED INVESTOR” THAT PRIOR TO SUCH TRANSFER FURNISHED TO THE TRUSTEE A
SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO
THE
RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE
OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE
PRINCIPAL AMOUNT OF SECURITIES AT THE TIME OF TRANSFER OF LESS THAN $250,000,
AN
OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE
WITH THE SECURITIES ACT, (D) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE
904 UNDER THE SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (F) PURSUANT
TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES
THAT
IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. UNLESS THE COMPANY DETERMINES
OTHERWISE IN ACCORDANCE WITH APPLICABLE LAW, THIS LEGEND WILL BE REMOVED BY
THE
COMPANY (1) UPON REQUEST OF THE HOLDER, AFTER THE EXPIRATION OF THE TIME PERIOD
REFERRED TO IN RULE 144(K) UNDER THE SECURITIES ACT BEGINNING FROM THE LATER
OF
(A) THE ORIGINAL ISSUE DATE OF THIS SECURITY AND (B) THE LAST DATE ON WHICH
THE
COMPANY OR ANY AFFILIATE THEREOF WAS THE BENEFICIAL OWNER OF THIS SECURITY
(OR
ANY PREDECESSOR HEREOF) OR (2) WITH RESPECT TO SECURITIES SOLD IN RELIANCE
ON
REGULATION S, FOLLOWING THE EXPIRATION OF 40 CONSECUTIVE DAYS BEGINNING ON
AND
INCLUDING THE LATER OF (A) THE DAY ON WHICH INTERESTS IN THIS SECURITY ARE
OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN REGULATION S) AND
(B)
THE ORIGINAL ISSUE DATE OF THIS SECURITY. AS USED HEREIN, THE TERMS “OFFSHORE
TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM
BY REGULATION S UNDER THE SECURITIES ACT.
Exhibit
A-2
MIDAMERICAN
ENERGY HOLDINGS COMPANY
5.95%
Senior Bonds due 2037
$[_____________]
| No. [__] |
CUSIP
No. 00000XXX0
|
|
ISIN
No.
US59562VAN83
|
MIDAMERICAN
ENERGY HOLDINGS COMPANY, a corporation organized under the laws of Iowa (herein
called the “Company,”
which
term includes any successor corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay to CEDE & Co., or registered
assigns, the principal amount of [_________] Dollars (such Initial Principal
Amount, as it may from time to time be adjusted by endorsement on Schedule
A
hereto, is hereinafter referred to as the “Principal
Amount”)
on May
15, 2037, and to pay interest thereon from May 11, 2007, or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semi-annually on May 15 and November 15 in each year, commencing November 15,
2007, at the rate of 5.95% per annum, until the Principal Amount hereof is
paid
or made available for payment; provided that any Principal Amount and premium,
and any such installment of interest, which is overdue shall bear interest
at
the rate of 5.95% per annum (or, if lower, the maximum rate legally enforceable)
from the dates such amounts are due until they are paid or made available for
payment; provided, further, that if a Registration Default (as defined in the
Registration Rights Agreement) occurs with respect to this Security, interest
will accrue on this Security at a rate of 0.5% per annum from and including
the
date on which any such Registration Default shall occur, until but excluding
the
date on which all Registration Defaults have been cured. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment
Date
will, as provided in such Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close
of
business on the Regular Record Date for such interest, which shall be the May
1
or November 1 (whether or not a Business Day), as the case may be, immediately
preceding such Interest Payment Date. Any such interest not so punctually paid
or duly provided for will forthwith cease to be payable to the Person in whose
name this Security (or one or more Predecessor Securities) is registered on
such
Regular Record Date and may be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on a Special Record Date for the payment of such Defaulted Interest to be fixed
by the Trustee, notice whereof shall be given to Holders of Securities of this
series not less than 10 days prior to such Special Record Date, or be paid
at
any time in any other lawful manner not inconsistent with the requirements
of
any securities exchange on which the Securities of this series may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture.
Payment
of the principal of (and premium, if any) and interest, if any, on this Security
will be made at any place of payment or at the office or agency of the Company
maintained for that purpose in the Borough of Manhattan, The City of New York,
in such coin or currency of the United States as at the time of payment is
legal
tender for the payment of public and private debts, provided,
however,
that,
payment of interest may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register. Payment
of interest, if any, in respect of this Security may also be made, in the case
of a Holder of at least U.S. $1,000,000 aggregate principal amount of
Securities, by wire transfer to a U.S. Dollar account maintained by the Holder
with a bank in the United States; provided that such Holder elects payment
by
wire transfer by giving written notice to the Trustee or Paying Agent to such
effect designating such account no later than 15 days immediately preceding
the
relevant due date for payment (or such other date as the Trustee may accept
in
its discretion).
Exhibit
A-3
REFERENCE
IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY SET FORTH ON THE
REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME
EFFECT AS IF SET FORTH AT THIS PLACE.
Unless
the certificate of authentication hereon has been executed by the Trustee
referred to on the reverse hereof by manual signature, this Security shall
not
be entitled to any benefit under the Indenture or be valid or obligatory for
any
purpose.
Exhibit
A-4
IN
WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
| MIDAMERICAN ENERGY HOLDINGS COMPANY | ||
| |
|
|
| By: | _______________________________ | |
| Name: | ||
| Title: | ||
Attest:
| By: | Name:_____________________________ |
| Title: |
TRUSTEE’S
CERTIFICATE OF AUTHENTICATION
This
is
one of the Securities of the series designated herein and referred to in the
within-mentioned Indenture.
| THE BANK OF NEW YORK TRUST COMPANY, N.A., | ||
| |
|
as
Trustee |
| Dated:________________________ | By: | ____________________________________ |
| Authorized Signatory | ||
FORM
OF
REVERSE OF RULE 144A GLOBAL SENIOR BOND DUE 2037
MIDAMERICAN
ENERGY HOLDINGS COMPANY
5.95%
Senior Bonds due 2037
1. GENERAL
This
Security is one of a duly authorized issue of Securities of the Company (the
“Securities”),
issued and to be issued in one or more series under an Indenture, dated as
of
October 4, 2002, between the Company and The Bank of New York, as trustee (as
amended by Article IV of the Second Supplemental Indenture thereto, dated as
of
May 16, 2003, between the Company and The Bank of New York, as trustee, and
Article IV of the Fourth Supplemental Indenture, dated as of March 24, 2006,
between the Company and The Bank of New York Trust Company, N.A., as trustee
(the “Trustee”),
the
“Base
Indenture”),
as
amended and supplemented by
the
Fifth Supplemental Indenture, dated as of May 11, 2007 (together with the Base
Indenture, the “Indenture”),
between the Company and the Trustee, to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. Terms defined in
the
Indenture which are not defined herein are used with the meanings assigned
to
them in the Indenture. This Security is one of the series designated on the
face
hereof.
2. OPTIONAL
REDEMPTION
The
Securities of this series are subject to redemption upon not less than 30 or
more than 60 days’ notice to the Holders of such Securities as provided in the
Indenture, at any time, as a whole or in part, at the election of the Company,
at a redemption price equal to the greater of: (i) 100% of the principal amount
of the Securities of this series being redeemed or (ii) the sum of the present
values of the remaining scheduled payments of principal of and interest on
the
Securities of this series being redeemed discounted to the Redemption Date
on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months)
at
a discount rate equal to the Treasury Yield plus 25 basis points, plus, for
(i)
or (ii) above, whichever is applicable, accrued interest on the Securities
of
this series to the Redemption Date.
“Treasury
Yield”
means,
with respect to any Redemption Date, the rate per annum equal to the semiannual
equivalent yield to maturity of the Comparable Treasury Issue, assuming a price
for the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such Redemption
Date.
“Comparable
Treasury Issue”
means
the United States Treasury security selected by an Independent Investment Banker
as having a maturity comparable to the remaining term of the Securities of
this
series to be redeemed that would be utilized, at the time of selection and
in
accordance with customary financial practice, in pricing new issues of corporate
debt securities of comparable maturity to the remaining term of the Securities
of this series.
“Comparable
Treasury Price”
means,
with respect to any Redemption Date, (i) the average of the bid and asked prices
for the Comparable Treasury Issue (expressed in each case as a percentage of
its
principal amount) on the third Business Day in New York City preceding such
Redemption Date, as set forth in the daily statistical release (or any successor
release) published by the Federal Reserve Bank of New York and designated
“Composite 3:30 p.m. Quotations for U.S. Government Securities” or (ii) if such
release (or any successor release) is not published or does not contain such
prices on such Business Day, the Reference Treasury Dealer Quotation for such
Redemption Date.
Exhibit
A-7
“Independent
Investment Banker”
means
an investment banking institution of international standing appointed by the
Company.
“Reference
Treasury Dealer”
means
a
primary U.S. government securities dealer in New York City appointed by the
Company.
“Reference
Treasury Dealer Quotation”
means,
with respect to the Reference Treasury Dealer and any Redemption Date, the
average, as determined by the Company, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount and quoted in writing to the Company by such Reference Treasury
Dealer at 5:00 p.m. on the third Business Day in New York City preceding such
Redemption Date).
Notice
of
redemption pursuant to this paragraph 2 shall be given as provided for in the
Indenture not less than 30 days nor more than 60 days prior to the Redemption
Date.
If
fewer
than all the Securities of this series are to be redeemed, selection of
Securities of this series for redemption will be made by the Trustee on a pro
rata basis.
Unless
the Company defaults in payment of the Redemption Price, from and after the
Redemption Date, the Securities of this series or portions thereof called for
redemption will cease to bear interest, and the Holders thereof will have no
right in respect of such Securities of this series except the right to receive
the Redemption Price thereof.
In
the
event of redemption of this Security in part only, the Trustee will reduce
the
Principal Amount hereof by endorsement on Schedule A hereto such that the
Principal Amount shown on Schedule A after such endorsement will reflect only
the unredeemed portion hereof.
3. DEFEASANCE
The
Indenture contains provisions for defeasance of (a) the entire indebtedness
of
this Security and (b) certain restrictive covenants upon compliance by the
Company with certain conditions set forth therein.
4. DEFAULTS
AND REMEDIES
If
an
Event of Default with respect to Securities of this series shall occur and
be
continuing, the principal of the Securities of this series may be declared
due
and payable in the manner and with the effect provided in the Indenture. At
any
time after such declaration of acceleration with respect to Securities of this
series has been made, but before a judgment or decree for payment of money
has
been obtained by the Trustee as provided in the Indenture, if all Events of
Default with respect to Securities of this series have been cured or waived
(other than the non-payment of principal of the Securities of this series which
has become due solely by reason of such declaration of acceleration) then and
in
every such case, the Holders of a majority in aggregate principal amount of
the
Outstanding securities of such series may, by written notice to the Company
and
to the Trustee, rescind and annul such declaration and its consequences on
behalf of all of the Holders, but no such rescission or annulment shall extend
to or affect any subsequent default or impair any right consequent
thereon.
Exhibit
A-8
As
provided in and subject to the provisions of the Indenture, the Holder of this
Security shall not have the right to institute any proceeding, judicial or
otherwise, with respect to the Indenture, or for the appointment of a receiver
or trustee or for any other remedy thereunder, unless (a) such Holder shall
have
previously given the Trustee written notice of a continuing Event of Default
with respect to the Securities, (b) the Holders of not less than 33% or a
majority, as applicable, in principal amount of the Securities at the time
Outstanding under the Indenture shall have made written request to the Trustee
to institute proceedings in respect of such Event of Default as Trustee, (c)
such Holder shall have offered the Trustee indemnity satisfactory to the Trustee
against the costs, expenses and liabilities to be incurred in compliance with
such request, (d) the Trustee shall not have received from the Holders of a
majority in principal amount of Securities at the time Outstanding under the
Indenture a direction inconsistent with such request and (e) the Trustee for
90
days after its receipt of such notice and offer of indemnity from the Holder,
and request from the Holders, shall have failed to institute any such
proceeding. The foregoing shall not apply to certain suits described in the
Indenture, including any suit instituted by the Holder of this Security for
the
enforcement of any payment of principal hereof or any premium or interest hereon
on or after the respective due dates expressed herein.
5. AMENDMENT
AND WAIVER
The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the Indenture or any supplemental indenture
or
the rights and obligations of the Company and rights of the Holders of the
Securities of any series at any time by the Company and the Trustee with the
consent of the Holders of a majority in aggregate principal amount of the
Securities at the time Outstanding of each series to be affected. The Indenture
also contains provisions permitting the Holders of specified percentages in
principal amount of the Securities of each series at the time Outstanding,
on
behalf of the Holders of all Securities of such series, to waive compliance
by
the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this
Security.
No
reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of (and premium, if any) and interest,
if any, on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.
Exhibit
A-9
6. TRANSFER
AND EXCHANGE; DENOMINATIONS
As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of a Security of the series of which this Security is a part is
registrable in the Security Register, upon surrender of this Security for
registration of transfer at the office or agency of the Company in any place
where the principal of (and premium, if any) and interest, if any, on this
Security are payable, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company and the Security Registrar
duly
executed by, the Holder hereof or his attorney duly authorized in writing,
and
thereupon one or more new Securities of this series and of like tenor, of
authorized denominations and for the same aggregate principal amount, will
be
issued to the designated transferee or transferees.
The
Securities of the series of which this Security is a part are issuable only
in
registered form, without coupons, in denominations of $2,000 and any integral
multiple of $1,000 in excess thereof.
No
service charge shall be made for any such registration of transfer or exchange,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
Prior
to
due presentment of this Security for registration of transfer, the Company,
the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.
7. SUCCESSOR
OBLIGORS
When
a
successor assumes all the obligations of its predecessor under the Securities
of
this series and the Indenture in accordance with the terms of the Indenture,
the
predecessor will be released from those obligations.
8. TRUSTEE
DEALINGS WITH THE COMPANY
The
Trustee under the Indenture, in its individual or any other capacity, may become
the owner or pledgee of Securities of this series and may otherwise deal with
the Company, its Subsidiaries or their respective Affiliates as if it were
not
the Trustee.
9. NO
RECOURSE AGAINST OTHERS
No
stockholder, director, officer, employee, incorporator or Affiliate of the
Company shall have any liability for any obligation of the Company under the
Securities of this series or the Indenture or for any claim based on, in respect
of or by reason of, such obligations or their creation. Each Holder of the
Securities of this series by accepting a Security of this series waives and
releases all such liability. The waiver and release are part of the
consideration for the issuance of the Securities of this series.
Exhibit
A-10
10. AUTHENTICATION
This
Security shall not be valid until the Trustee or authenticating agent signs
the
certificate of authentication on this Security.
11. CUSIP
NUMBERS
Pursuant
to a recommendation promulgated by the Committee on Uniform Security
Identification Procedures, the Company will cause CUSIP numbers to be printed
on
the Securities of this series as a convenience to the Holders of the Securities
of this series.
12. GOVERNING
LAW
This
Security shall be governed by and construed in accordance with the laws of
the
State of New York, including Section 5-1401 of the New York General Obligations
Law, but otherwise without regard to the principles of conflict of laws
thereof.
13. DEFINED
TERMS
All
terms
used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.
Exhibit
A-11
SCHEDULE
A
[SCHEDULE
OF ADJUSTMENTS]
Initial
Principal Amount: U.S.$__________________
|
|
Notation
Made
|
|
Principal
|
On
Behalf of
|
|
Date
|
Principal
|
Principal
|
Amount
|
the
Security
|
|
Adjustment
|
Amount
|
Amount
|
Following
|
Exchange
|
|
Made
|
Increase
|
Decrease
|
Adjustment
|
Agent/Registrar
|
Exhibit
A-12
OPTION
OF
HOLDER TO ELECT PURCHASE
If
you
wish to elect to have all or any portion of the Securities purchased by the
Company pursuant to a Change of Control Offer made in accordance with Section
10.10 of the Base Indenture, check the applicable boxes:
I
wish to
have the Securities purchased by the Company:
o in
whole
o in
part
Amount
to
be
purchased: $________________
| Dated:________________ | Signature:____________________ |
|
(sign
exactly as your name appears on the other side of this
Security)
|
| Signature | |
| Guarantee:________________ | |
(Your
signature must be guaranteed by a financial institution that is a member of
the
Securities Transfer Agent Medallion Program (“STAMP”),
the
Securities Exchange Medallion Program (“SEMP”),
the
New York Stock Exchange, Inc. Medallion Signature Program (“MSP”)
or
such other signature guarantee program as may be determined by the Securities
Registrar in addition to, or in substitution for, STAMP, SEMP or MSP, all in
accordance with the Securities Exchange Act of 1934, as amended.)
Social
Security Number or
Taxpayer
Identification Number: __________________________________
Exhibit
A-13
EXHIBIT
B
FORM
OF
FACE OF REGULATION S TEMPORARY
GLOBAL
SENIOR BOND DUE 2037
THE
RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL SECURITY, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE SECURITIES,
ARE
AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL SECURITY SHALL BE
ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON.
THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A
DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE
NAME
OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY
(OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY
OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE
TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY) MAY BE
REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.
UNLESS
THIS GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR
PAYMENT, AND ANY DEFINITIVE SECURITY IS ISSUED IN THE NAME OR NAMES AS DIRECTED
IN WRITING BY THE DEPOSITARY, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED
OWNER HEREOF, THE DEPOSITARY, HAS AN INTEREST HEREIN.
THIS
SECURITY HAS BEEN ISSUED IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT
AND SHALL BEAR THE FOLLOWING LEGEND UNTIL REMOVABLE IN ACCORDANCE WITH ITS
TERMS
AND THE TERMS OF THE INDENTURE.
Exhibit
B-1
THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933,
AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS
EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, EACH
HOLDER OF THIS SECURITY AND ANY OWNERS OF INTERESTS HEREIN (1) REPRESENTS THAT
IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT), (2) AGREES THAT BEGINNING FROM THE LATER OF (X) THE ORIGINAL
ISSUE DATE OF THIS SECURITY OR (Y) THE LAST DATE ON WHICH THE COMPANY OR ANY
AFFILIATE THEREOF WAS THE BENEFICIAL OWNER OF THIS SECURITY (OR ANY PREDECESSOR
HEREOF) THROUGH THE TIME PERIOD REFERRED TO IN RULE 144(K) UNDER THE SECURITIES
ACT, IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE
COMPANY OR ANY AFFILIATE THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN
COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) TO AN INSTITUTIONAL
“ACCREDITED INVESTOR” THAT PRIOR TO SUCH TRANSFER FURNISHED TO THE TRUSTEE A
SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO
THE
RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE
OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE
PRINCIPAL AMOUNT OF SECURITIES AT THE TIME OF TRANSFER OF LESS THAN $250,000,
AN
OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE
WITH THE SECURITIES ACT, (D) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE
904 UNDER THE SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (F) PURSUANT
TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES
THAT
IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. UNLESS THE COMPANY DETERMINES
OTHERWISE IN ACCORDANCE WITH APPLICABLE LAW, THIS LEGEND WILL BE REMOVED BY
THE
COMPANY (1) UPON REQUEST OF THE HOLDER, AFTER THE EXPIRATION OF THE TIME PERIOD
REFERRED TO IN RULE 144(K) UNDER THE SECURITIES ACT BEGINNING FROM THE LATER
OF
(A) THE ORIGINAL ISSUE DATE OF THIS SECURITY AND (B) THE LAST DATE ON WHICH
THE
COMPANY OR ANY AFFILIATE THEREOF WAS THE BENEFICIAL OWNER OF THIS SECURITY
(OR
ANY PREDECESSOR HEREOF) OR (2) WITH RESPECT TO SECURITIES SOLD IN RELIANCE
ON
REGULATION S, FOLLOWING THE EXPIRATION OF 40 CONSECUTIVE DAYS BEGINNING ON
AND
INCLUDING THE LATER OF (A) THE DAY ON WHICH INTERESTS IN THIS SECURITY ARE
OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN REGULATION S) AND
(B)
THE ORIGINAL ISSUE DATE OF THIS SECURITY. AS USED HEREIN, THE TERMS “OFFSHORE
TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM
BY REGULATION S UNDER THE SECURITIES ACT.
Exhibit
B-2
MIDAMERICAN
ENERGY HOLDINGS COMPANY
5.95%
Senior Bonds due 2037
|
$[__________]
|
|
| No. [___] |
CUSIP
No. X00000XX0
|
|
XXXX
Xx.
XXX00000XX00
|
MIDAMERICAN
ENERGY HOLDINGS COMPANY, a corporation organized under the laws of Iowa (the
“Company,”
which
term includes any successor corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay to CEDE & Co., or registered
assigns, the principal amount of [_________] Dollars (such Initial Principal
Amount, as it may from time to time be adjusted by endorsement on Schedule
A
hereto, is hereinafter referred to as the “Principal
Amount”),
on
May 15, 2037, and to pay interest thereon from May 11, 2007, or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, semi-annually on May 15 and November 15 in each year, commencing November
15, 2007, at the rate of 5.95% per annum, until the Principal Amount hereof
is
paid or made available for payment; provided that any Principal Amount and
premium, and any such installment of interest, which is overdue shall bear
interest at the rate of 5.95% per annum (or, if lower, the maximum rate legally
enforceable) from the dates such amounts are due until they are paid or made
available for payment; provided, further, that if a Registration Default (as
defined in the Registration Rights Agreement) occurs with respect to this
Security, interest will accrue on this Security at a rate of 0.5% per annum
from
and including the date on which any such Registration Default shall occur,
until
but excluding the date on which all Registration Defaults have been cured.
The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in
whose
name this Security (or one or more Predecessor Securities) is registered at
the
close of business on the Regular Record Date for such interest, which shall
be
the May 1 or November 1 (whether or not a Business Day), as the case may be,
immediately preceding such Interest Payment Date. Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to
the
Person in whose name this Security (or one or more Predecessor Securities)
is
registered on such Regular Record Date and may be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at
the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders
of
Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture.
Until
this Regulation S Temporary Global Security is exchanged for one or more
Regulation S Permanent Global Securities, the Holder hereof shall not be
entitled to receive payments of interest hereon; until so exchanged in full,
this Regulation S Temporary Global Security shall in all other respects be
entitled to the same benefits as other Securities under the
Indenture.
Exhibit
B-3
Payment
of the principal of (and premium, if any) and interest, if any, on this Security
will be made at any place of payment or at the office or agency of the Company
maintained for that purpose in the Borough of Manhattan, The City of New York,
in such coin or currency of the United States as at the time of payment is
legal
tender for the payment of public and private debts, provided,
however,
that
payment of interest may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register. Payment
of interest, if any, in respect of this Security may also be made, in the case
of a Holder of at least U.S. $1,000,000 aggregate principal amount of
Securities, by wire transfer to a U.S. Dollar account maintained by the Holder
with a bank in the United States; provided that such Holder elects payment
by
wire transfer by giving written notice to the Trustee or Paying Agent to such
effect designating such account no later than 15 days immediately preceding
the
relevant due date for payment (or such other date as the Trustee may accept
in
its discretion).
REFERENCE
IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY SET FORTH ON THE
REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME
EFFECT AS IF SET FORTH AT THIS PLACE.
Unless
the certificate of authentication hereon has been executed by the Trustee
referred to on the reverse hereof by manual signature, this Security shall
not
be entitled to any benefit under the Indenture or be valid or obligatory for
any
purpose.
Exhibit
B-4
IN
WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
| MIDAMERICAN ENERGY HOLDINGS COMPANY | ||
| |
|
|
| By: | ________________________________ | |
| Name: | ||
| Title: | ||
Attest:
| By: | |
| Name:_____________________ | |
| Title: ______________________ |
Exhibit
B-5
TRUSTEE’S
CERTIFICATE OF AUTHENTICATION
This
is
one of the Securities of the series designated herein and referred to in the
within-mentioned Indenture.
| THE BANK OF NEW YORK TRUST COMPANY, N.A., | ||
| |
|
as
Trustee |
| Dated:________________________ | By: | ___________________________________ |
| Authorized Signatory | ||
Exhibit
B-6
FORM
OF
REVERSE OF REGULATION S TEMPORARY
GLOBAL
SENIOR BOND DUE 2037
MIDAMERICAN
ENERGY HOLDINGS COMPANY
5.95%
Senior Bonds due 2037
1. GENERAL
This
Security is one of a duly authorized issue of Securities of the Company (the
“Securities”),
issued and to be issued in one or more series under an Indenture, dated as
of
October 4, 2002, between the Company and The Bank of New York, as trustee (as
amended by Article IV of the Second Supplemental Indenture thereto, dated as
of
May 16, 2003, between the Company and The Bank of New York, as trustee, and
Article IV of the Fourth Supplemental Indenture, dated as of March 24, 2006,
between the Company and The Bank of New York Trust Company, N.A., as trustee
(the “Trustee”), the “Base
Indenture”),
as
amended and supplemented by
the
Fifth Supplemental Indenture, dated as of May 11, 2007 (together with the Base
Indenture, the “Indenture”),
between the Company and the Trustee, to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. Terms defined in
the
Indenture which are not defined herein are used with the meanings assigned
to
them in the Indenture. This Security is one of the series designated on the
face
hereof.
2. OPTIONAL
REDEMPTION
The
Securities of this series are subject to redemption upon not less than 30 or
more than 60 days’ notice to the Holders of such Securities as provided in the
Indenture, at any time, as a whole or in part, at the election of the Company,
at a redemption price equal to the greater of: (i) 100% of the principal amount
of the Securities of this series being redeemed or (ii) the sum of the present
values of the remaining scheduled payments of principal of and interest on
the
Securities of this series being redeemed discounted to the Redemption Date
on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months)
at
a discount rate equal to the Treasury Yield plus 25 basis points, plus, for
(i)
or (ii) above, whichever is applicable, accrued interest on the Securities
of
this series to the Redemption Date.
“Treasury
Yield”
means,
with respect to any Redemption Date, the rate per annum equal to the semiannual
equivalent yield to maturity of the Comparable Treasury Issue, assuming a price
for the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such Redemption
Date.
“Comparable
Treasury Issue”
means
the United States Treasury security selected by an Independent Investment Banker
as having a maturity comparable to the remaining term of the Securities of
this
series to be redeemed that would be utilized, at the time of selection and
in
accordance with customary financial practice, in pricing new issues of corporate
debt securities of comparable maturity to the remaining term of the Securities
of this series.
Exhibit
B-7
“Comparable
Treasury Price”
means,
with respect to any Redemption Date, (i) the average of the bid and asked prices
for the Comparable Treasury Issue (expressed in each case as a percentage of
its
principal amount) on the third Business Day in New York City preceding such
Redemption Date, as set forth in the daily statistical release (or any successor
release) published by the Federal Reserve Bank of New York and designated
“Composite 3:30 p.m. Quotations for U.S. Government Securities” or (ii) if such
release (or any successor release) is not published or does not contain such
prices on such Business Day, the Reference Treasury Dealer Quotation for such
Redemption Date.
“Independent
Investment Banker”
means
an investment banking institution of international standing appointed by the
Company.
“Reference
Treasury Dealer”
means
a
primary U.S. government securities dealer in New York City appointed by the
Company.
“Reference
Treasury Dealer Quotation”
means,
with respect to the Reference Treasury Dealer and any Redemption Date, the
average, as determined by the Company, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount and quoted in writing to the Company by such Reference Treasury
Dealer at 5:00 p.m. on the third Business Day in New York City preceding such
Redemption Date).
Notice
of
redemption pursuant to this paragraph 2 shall be given as provided for in the
Indenture not less than 30 days nor more than 60 days prior to the Redemption
Date.
If
fewer
than all the Securities of this series are to be redeemed, selection of
Securities of this series for redemption will be made by the Trustee on a pro
rata basis.
Unless
the Company defaults in payment of the Redemption Price, from and after the
Redemption Date, the Securities of this series or portions thereof called for
redemption will cease to bear interest, and the Holders thereof will have no
right in respect of such Securities of this series except the right to receive
the Redemption Price thereof.
In
the
event of redemption of this Security in part only, the Trustee will reduce
the
Principal Amount hereof by endorsement on Schedule A hereto such that the
Principal Amount shown on Schedule A after such endorsement will reflect only
the unredeemed portion hereof.
3. DEFEASANCE
The
Indenture contains provisions for defeasance of (a) the entire indebtedness
of
this Security and (b) certain restrictive covenants upon compliance by the
Company with certain conditions set forth therein.
4. DEFAULTS
AND REMEDIES
If
an
Event of Default with respect to Securities of this series shall occur and
be
continuing, the principal of the Securities of this series may be declared
due
and payable in the manner and with the effect provided in the Indenture. At
any
time after such declaration of acceleration with respect to Securities of this
series has been made, but before a judgment or decree for payment of money
has
been obtained by the Trustee as provided in the Indenture, if all Events of
Default with respect to Securities of this series have been cured or waived
(other than the non-payment of principal of the Securities of this series which
has become due solely by reason of such declaration of acceleration) then,
and
in every such case, the Holders of a majority in aggregate principal amount
of
the Outstanding securities under the Indenture may, by written notice to the
Company and to the Trustee, rescind and annul such declaration and its
consequences on behalf of all of the Holders, but no such rescission or
annulment shall extend to or affect any subsequent default or impair any right
consequent thereon.
Exhibit
B-8
As
provided in and subject to the provisions of the Indenture, the Holder of this
Security shall not have the right to institute any proceeding, judicial or
otherwise, with respect to the Indenture, or for the appointment of a receiver,
or trustee or for any other remedy thereunder, unless (a) such Holder shall
have
previously given the Trustee written notice of a continuing Event of Default
with respect to the Securities, (b) the Holders of not less than 33% or a
majority, as applicable, in principal amount of the Securities at the time
Outstanding under the Indenture shall have made written request to the Trustee
to institute proceedings in respect of such Event of Default as Trustee, (c)
such Holder shall have offered the Trustee indemnity satisfactory to the Trustee
against the costs, expenses and liabilities to be incurred in compliance with
such request, (d) the Trustee shall not have received from the Holders of a
majority in principal amount of Securities at the time Outstanding under the
Indenture a direction inconsistent with such request and (e) the Trustee for
90
days after its receipt of such notice and offer of indemnity from the Holder,
and request from the Holders, shall have failed to institute any such
proceeding. The foregoing shall not apply to certain suits described in the
Indenture, including any suit instituted by the Holder of this Security for
the
enforcement of any payment of principal hereof or any premium or interest hereon
on or after the respective due dates expressed herein.
5. AMENDMENT
AND WAIVER
The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the Indenture or any supplemental indenture
or
the rights and obligations of the Company and rights of the Holders of the
Securities of any series at any time by the Company and the Trustee with the
consent of the Holders of a majority in aggregate principal amount of the
Securities at the time Outstanding of each series to be affected. The Indenture
also contains provisions permitting the Holders of specified percentages in
principal amount of the Securities of each series at the time Outstanding,
on
behalf of the Holders of all Securities of such series, to waive compliance
by
the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this
Security.
No
reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of (and premium, if any) and interest,
if any, on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.
Exhibit
B-9
6. TRANSFER
AND EXCHANGE; DENOMINATIONS
As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of a Security of the series of which this Security is a part is
registrable in the Security Register, upon surrender of this Security for
registration of transfer at the office or agency of the Company in any place
where the principal of (and premium, if any) and interest, if any, on this
Security are payable, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company and the Security Registrar
duly
executed by, the Holder hereof or his attorney duly authorized in writing,
and
thereupon one or more new Securities of this series and of like tenor, of
authorized denominations and for the same aggregate principal amount, will
be
issued to the designated transferee or transferees.
The
Securities of the series of which this Security is a part are issuable only
in
registered form, without coupons, in denominations of $2,000 and any integral
multiple of $1,000 in excess thereof.
No
service charge shall be made for any such registration of transfer or exchange,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
Prior
to
due presentment of this Security for registration of transfer, the Company,
the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Security is registered as the owner hereof for all purposes,
whether or not this security be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.
This
Regulation S Temporary Global Security is exchangeable in whole or in part
for
one or more Global Securities only (i) on or after the termination of the 40-day
distribution compliance period (as defined in Regulation S) and (ii) upon
presentation of certificates (accompanied by an Opinion of Counsel, if
applicable) required by Article 2 of the Indenture. Upon exchange of this
Regulation S Temporary Global Security for one or more Global Securities, the
Trustee shall cancel this Regulation S Temporary Global Security.
7. SUCCESSOR
OBLIGORS
When
a
successor assumes all the obligations of its predecessor under the Securities
of
this series and the Indenture in accordance with the terms of the Indenture,
the
predecessor will be released from those obligations.
8. TRUSTEE
DEALINGS WITH THE COMPANY
The
Trustee under the Indenture, in its individual or any other capacity, may become
the owner or pledgee of Securities of this series and may otherwise deal with
the Company, its Subsidiaries or their respective Affiliates as if it were
not
the Trustee.
Exhibit
B-10
9. NO
RECOURSE AGAINST OTHERS
No
stockholder, director, officer, employee, incorporator or Affiliate of the
Company shall have any liability for any obligation of the Company under the
Securities of this series or the Indenture or for any claim based on, in respect
of or by reason of, such obligations or their creation. Each Holder of the
Securities of this series by accepting a Security of this series waives and
releases all such liability. The waiver and release are part of the
consideration for the issuance of the Securities of this series.
10. AUTHENTICATION
This
Security shall not be valid until the Trustee or authenticating agent signs
the
certificate of authentication on this Security.
11. ISIN
NUMBER
This
Security will bear an ISIN number. No representation is made as to the accuracy
of such number as printed on the Securities of this series and reliance may
be
placed only on the other identification numbers printed hereon.
12. GOVERNING
LAW
This
Security shall be governed by and construed in accordance with the laws of
the
State of New York, including Section 5-1401 of the New York General Obligations
Law, but otherwise without regard to the principles of conflict of laws
thereof.
13. DEFINED
TERMS
All
terms
used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.
Exhibit
B-11
SCHEDULE
A
SCHEDULE
OF ADJUSTMENTS
Initial
Principal Amount: U.S.$[__________________]
|
Notation
Made
|
Principal
|
On
Behalf of
|
||
|
Date
|
Principal
|
Principal
|
Amount
|
the
Security
|
|
Adjustment
|
Amount
|
Amount
|
Following
|
Exchange
|
|
Made
|
Increase
|
Decrease
|
Adjustment
|
Agent/Registrar
|
Exhibit
B-12
OPTION
OF
HOLDER TO ELECT PURCHASE
If
you
wish to elect to have all or any portion of the Securities purchased by the
Company pursuant to a Change of Control Offer made in accordance with Section
10.10 of the Base Indenture, check the applicable boxes:
I
wish to
have the Securities purchased by the Company:
o in
whole
o in
part
Amount
to
be
purchased: $________________
| Dated:________________ | Signature:____________________ |
|
(sign
exactly as your name appears on the other side of this
Security)
|
| Signature | |
| Guarantee:________________ | |
(Your
signature must be guaranteed by a financial institution that is a member of
the
Securities Transfer Agent Medallion Program (“STAMP”),
the
Securities Exchange Medallion Program (“SEMP”),
the
New York Stock Exchange, Inc. Medallion Signature Program (“MSP”)
or
such other signature guarantee program as may be determined by the Securities
Registrar in addition to, or in substitution for, STAMP, SEMP or MSP, all in
accordance with the Securities Exchange Act of 1934, as amended.)
Social
Security Number or
Taxpayer
Identification Number: __________________________________
Exhibit
B-13
EXHIBIT
C
FORM
OF
FACE OF REGULATION S PERMANENT
GLOBAL
SENIOR BOND DUE 2037
THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A
DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE
NAME
OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY
(OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY
OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE
TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY) MAY BE
REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.
UNLESS
THIS GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR
PAYMENT, AND ANY DEFINITIVE SECURITY IS ISSUED IN THE NAME OR NAMES AS DIRECTED
IN WRITING BY THE DEPOSITARY, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED
OWNER HEREOF, THE DEPOSITARY, HAS AN INTEREST HEREIN.
THIS
SECURITY HAS BEEN ISSUED IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT
AND SHALL BEAR THE FOLLOWING LEGEND UNTIL REMOVABLE IN ACCORDANCE WITH ITS
TERMS
AND THE TERMS OF THE INDENTURE.
Exhibit
C-1
THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933,
AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS
EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, EACH
HOLDER OF THIS SECURITY AND ANY OWNERS OF INTERESTS HEREIN (1) REPRESENTS THAT
IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT), (2) AGREES THAT BEGINNING FROM THE LATER OF (X) THE ORIGINAL
ISSUE DATE OF THIS SECURITY OR (Y) THE LAST DATE ON WHICH THE COMPANY OR ANY
AFFILIATE THEREOF WAS THE BENEFICIAL OWNER OF THIS SECURITY (OR ANY PREDECESSOR
HEREOF) THROUGH THE TIME PERIOD REFERRED TO IN RULE 144(K) UNDER THE SECURITIES
ACT, IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE
COMPANY OR ANY AFFILIATE THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN
COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) TO AN INSTITUTIONAL
“ACCREDITED INVESTOR” THAT PRIOR TO SUCH TRANSFER FURNISHED TO THE TRUSTEE A
SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO
THE
RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE
OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE
PRINCIPAL AMOUNT OF SECURITIES AT THE TIME OF TRANSFER OF LESS THAN $250,000,
AN
OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE
WITH THE SECURITIES ACT, (D) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE
904 UNDER THE SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (F) PURSUANT
TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES
THAT
IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. UNLESS THE COMPANY DETERMINES
OTHERWISE IN ACCORDANCE WITH APPLICABLE LAW, THIS LEGEND WILL BE REMOVED BY
THE
COMPANY (1) UPON REQUEST OF THE HOLDER, AFTER THE EXPIRATION OF THE TIME PERIOD
REFERRED TO IN RULE 144(K) UNDER THE SECURITIES ACT BEGINNING FROM THE LATER
OF
(A) THE ORIGINAL ISSUE DATE OF THIS SECURITY AND (B) THE LAST DATE ON WHICH
THE
COMPANY OR ANY AFFILIATE THEREOF WAS THE BENEFICIAL OWNER OF THIS SECURITY
(OR
ANY PREDECESSOR HEREOF) OR (2) WITH RESPECT TO SECURITIES SOLD IN RELIANCE
ON
REGULATION S, FOLLOWING THE EXPIRATION OF 40 CONSECUTIVE DAYS BEGINNING ON
AND
INCLUDING THE LATER OF (A) THE DAY ON WHICH INTERESTS IN THIS SECURITY ARE
OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN REGULATION S) AND
(B)
THE ORIGINAL ISSUE DATE OF THIS SECURITY. AS USED HEREIN, THE TERMS “OFFSHORE
TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM
BY REGULATION S UNDER THE SECURITIES ACT.
Exhibit
C-2
MIDAMERICAN
ENERGY HOLDINGS COMPANY
5.95%
Senior Bonds due 2037
|
$[__________]
|
|
| No. [___] |
CUSIP
No. X00000XX0
|
|
XXXX
Xx.
XXX00000XX00
|
MIDAMERICAN
ENERGY HOLDINGS COMPANY, a corporation organized under the laws of Iowa (the
“Company,”
which
term includes any successor corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay to CEDE & Co., or registered
assigns, the principal amount of [____________] Dollars (such Initial Principal
Amount, as it may from time to time be adjusted by endorsement on Schedule
A
hereto, is hereinafter referred to as the “Principal
Amount”),
on
May 15, 2037, and to pay interest thereon from May 11, 2007, or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, semi-annually on May 15 and November 15 in each year, commencing November
15, 2007, at the rate of 5.95% per annum until the Principal Amount hereof
is
paid or made available for payment; provided that any Principal Amount and
premium, and any such installment of interest, which is overdue shall bear
interest at the rate of 5.95% per annum (or, if lower, the maximum rate legally
enforceable) from the dates such amounts are due until they are paid or made
available for payment; provided, further, that if a Registration Default (as
defined in the Registration Rights Agreement) occurs with respect to this
Security, interest will accrue on this Security at a rate of 0.5% per annum
from
and including the date on which any such Registration Default shall occur,
until
but excluding the date on which all Registration Defaults have been cured.
The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in
whose
name this Security (or one or more Predecessor Securities) is registered at
the
close of business on the Regular Record Date for such interest, which shall
be
the May 1 or November 1 (whether or not a Business Day), as the case may be,
immediately preceding such Interest Payment Date. Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to
the
Person in whose name this Security (or one or more Predecessor Securities)
is
registered on such Regular Record Date and may be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at
the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders
of
Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture.
Payment
of the principal of (and premium, if any) and interest, if any, on this Security
will be made at any place of payment or at the office or agency of the Company
maintained for that purpose in the Borough of Manhattan, The City of New York,
in such coin or currency of the United States as at the time of payment is
legal
tender for the payment of public and private debts, provided,
however,
that
payment of interest may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register. Payment
of interest, if any, in respect of this Security may also be made, in the case
of a Holder of at least U.S. $1,000,000 aggregate principal amount of
Securities, by wire transfer to a U.S. Dollar account maintained by the Holder
with a bank in the United States; provided that such Holder elects payment
by
wire transfer by giving written notice to the Trustee or Paying Agent to such
effect designating such account no later than 15 days immediately preceding
the
relevant due date for payment (or such other date as the Trustee may accept
in
its discretion).
Exhibit
C-3
REFERENCE
IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY SET FORTH ON THE
REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME
EFFECT AS IF SET FORTH AT THIS PLACE.
Unless
the certificate of authentication hereon has been executed by the Trustee
referred to on the reverse hereof by manual signature, this Security shall
not
be entitled to any benefit under the Indenture or be valid or obligatory for
any
purpose.
Exhibit
C-4
IN
WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
| MIDAMERICAN ENERGY HOLDINGS COMPANY | ||
| |
|
|
| By: | _______________________________ | |
| Name: | ||
| Title: | ||
Attest:
| By: | ________________________________ |
| Name: | |
| Title: |
Exhibit
C-5
TRUSTEE’S
CERTIFICATE OF AUTHENTICATION
This
is
one of the Securities of the series designated herein and referred to in the
within-mentioned Indenture.
| THE BANK OF NEW YORK TRUST COMPANY, N.A., | ||
| |
|
as
Trustee |
| Dated:__________________________ | By: | ___________________________ |
| Authorized Signatory | ||
Exhibit
C-6
FORM
OF
REVERSE OF REGULATION S PERMANENT
GLOBAL
SENIOR BOND DUE 2037
MIDAMERICAN
ENERGY HOLDINGS COMPANY
5.95%
Senior Bonds due 2037
1.
GENERAL
This
Security is one of a duly authorized issue of Securities of the Company (the
“Securities”),
issued and to be issued in one or more series under an Indenture, dated as
of
October 4, 2002, between the Company and The Bank of New York, as trustee (as
amended by Article IV of the Second Supplemental Indenture thereto, dated as
of
May 16, 2003, between the Company and The Bank of New York, as trustee, and
Article IV of the Fourth Supplemental Indenture, dated as of March 24, 2006,
between the Company and The Bank of New York Trust Company, N.A., as trustee
(the “Trustee”), the “Base
Indenture”),
as
amended and supplemented by
the
Fifth Supplemental Indenture, dated as of May 11, 2007 (together with the Base
Indenture, the “Indenture”),
between the Company and the Trustee, to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. Terms defined in
the
Indenture which are not defined herein are used with the meanings assigned
to
them in the Indenture. This Security is one of the series designated on the
face
hereof.
2.
OPTIONAL
REDEMPTION
The
Securities of this series are subject to redemption upon not less than 30 or
more than 60 days’ notice to the Holders of such Securities as provided in the
Indenture, at any time, as a whole or in part, at the election of the Company
at
any time, at a redemption price equal to the greater of: (i) 100% of the
principal amount of the Securities of this series being redeemed or (ii) the
sum
of the present values of the remaining scheduled payments of principal of and
interest on the Securities of this series being redeemed discounted to the
Redemption Date on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at a discount rate equal to the Treasury Yield plus 25
basis points, plus, for (i) or (ii) above, whichever is applicable, accrued
interest on the Securities of this series to the Redemption Date.
“Treasury
Yield”
means,
with respect to any Redemption Date, the rate per annum equal to the semiannual
equivalent yield to maturity of the Comparable Treasury Issue, assuming a price
for the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such Redemption
Date.
“Comparable
Treasury Issue”
means
the United States Treasury security selected by an Independent Investment Banker
as having a maturity comparable to the remaining term of the Securities of
this
series to be redeemed that would be utilized, at the time of selection and
in
accordance with customary financial practice, in pricing new issues of corporate
debt securities of comparable maturity to the remaining term of the Securities
of this series.
Exhibit
C-7
“Comparable
Treasury Price”
means,
with respect to any Redemption Date, (i) the average of the bid and asked prices
for the Comparable Treasury Issue (expressed in each case as a percentage of
its
principal amount) on the third Business Day in New York City preceding such
Redemption Date, as set forth in the daily statistical release (or any successor
release) published by the Federal Reserve Bank of New York and designated
“Composite 3:30 p.m. Quotations for U.S. Government Securities” or (ii) if such
release (or any successor release) is not published or does not contain such
prices on such Business Day, the Reference Treasury Dealer Quotation for such
Redemption Date.
“Independent
Investment Banker”
means
an investment banking institution of international standing appointed by the
Company.
“Reference
Treasury Dealer”
means
a
primary U.S. government securities dealer in New York City appointed by the
Company.
“Reference
Treasury Dealer Quotation”
means,
with respect to the Reference Treasury Dealer and any Redemption Date, the
average, as determined by the Company, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount and quoted in writing to the Company by such Reference Treasury
Dealer at 5:00 p.m. on the third Business Day in New York City preceding such
Redemption Date).
Notice
of
redemption pursuant to this paragraph 2 shall be given as provided for in the
Indenture not less than 30 days nor more than 60 days prior to the Redemption
Date.
If
fewer
than all the Securities of this series are to be redeemed, selection of
Securities of this series for redemption will be made by the Trustee on a pro
rata basis.
Unless
the Company defaults in payment of the Redemption Price, from and after the
Redemption Date, the Securities of this series or portions thereof called for
redemption will cease to bear interest, and the Holders thereof will have no
right in respect of such Securities of this series except the right to receive
the Redemption Price thereof.
In
the
event of redemption of this Security in part only, the Trustee will reduce
the
Principal Amount hereof by endorsement on Schedule A hereto such that the
Principal Amount shown on Schedule A after such endorsement will reflect only
the unredeemed portion hereof.
3.
DEFEASANCE
The
Indenture contains provisions for defeasance of (a) the entire indebtedness
of
this Security and (b) certain restrictive covenants upon compliance by the
Company with certain conditions set forth therein.
4.
DEFAULTS
AND REMEDIES
If
an
Event of Default with respect to Securities of this series shall occur and
be
continuing, the principal of the Securities of this series may be declared
due
and payable in the manner and with the effect provided in the Indenture. At
any
time after such declaration of acceleration with respect to Securities of this
series has been made, but before a judgment or decree for payment of money
has
been obtained by the Trustee as provided in the Indenture, if all Events of
Default with respect to Securities of this series have been cured or waived
(other than the non-payment of principal of the Securities of this series which
has become due solely by reason of such declaration of acceleration) then,
and
in every such case, the Holders of a majority in aggregate principal amount
of
the Outstanding securities of such series may, by written notice to the Company
and to the Trustee, rescind and annul such declaration and its consequences
on
behalf of all of the Holders, but no such rescission or annulment shall extend
to or affect any subsequent default or impair any right consequent
thereon.
Exhibit
C-8
As
provided in and subject to the provisions of the Indenture, the Holder of this
Security shall not have the right to institute any proceeding, judicial or
otherwise, with respect to the Indenture, or for the appointment of a receiver,
or trustee or for any other remedy thereunder, unless (a) such Holder shall
have
previously given the Trustee written notice of a continuing Event of Default
with respect to the securities, (b) the Holders of not less than 33% or a
majority, as applicable, in principal amount of the Securities at the time
Outstanding under the Indenture shall have made written request to the Trustee
to institute proceedings in respect of such Event of Default as Trustee, (c)
such Holder shall have offered the Trustee indemnity satisfactory to the Trustee
against the costs, expenses and liabilities to be incurred in compliance with
such request, (d) the Trustee shall not have received from the Holders of a
majority in principal amount of Securities at the time Outstanding under the
Indenture a direction inconsistent with such request and (e) the Trustee for
90
days after its receipt of such notice and offer of indemnity from the Holder,
and request from the Holders shall have failed to institute any such proceeding.
The foregoing shall not apply to certain suits described in the Indenture,
including any suit instituted by the Holder of this Security for the enforcement
of any payment of principal hereof or any premium or interest hereon on or
after
the respective due dates expressed herein.
5.
AMENDMENT
AND WAIVER
The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the Indenture or any supplemental indenture
or
the rights and obligations of the Company and rights of the Holders of the
Securities of any series at any time by the Company and the Trustee with the
consent of the Holders of a majority in aggregate principal amount of the
Securities at the time Outstanding of each series to be affected. The Indenture
also contains provisions permitting the Holders of specified percentages in
principal amount of the Securities of each series at the time Outstanding,
on
behalf of the Holders of all Securities of such series, to waive compliance
by
the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this
Security.
No
reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of (and premium, if any) and interest,
if any, on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.
Exhibit
C-9
6.
TRANSFER
AND EXCHANGE; DENOMINATIONS
As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of a Security of the series of which this Security is a part is
registrable in the Security Register, upon surrender of this Security for
registration of transfer at the office or agency of the Company in any place
where the principal of (and premium, if any) and interest, if any, on this
Security are payable, duly endorsed by, or accompanied by a written instrument
of transfer in form satisfactory to the Company and the Security Registrar
duly
executed by, the Holder hereof or his attorney duly authorized in writing,
and
thereupon one or more new Securities of this series and like tenor, of
authorized denominations and for the same aggregate principal amount, will
be
issued to the designated transferee or transferees.
The
Securities of the series of which this Security is a part are issuable only
in
registered form, without coupons, in denominations of $2,000 and any integral
multiple of $1,000 in excess thereof.
No
service charge shall be made for any such registration of transfer or exchange,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
Prior
to
due presentment of this Security for registration of transfer, the Company,
the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Security is registered as the owner hereof for all purposes,
whether or not this security be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.
7.
SUCCESSOR
OBLIGORS
When
a
successor assumes all the obligations of its predecessor under the Securities
of
this series and the Indenture in accordance with the terms of the Indenture,
the
predecessor will be released from those obligations.
8.
TRUSTEE
DEALINGS WITH THE COMPANY
The
Trustee under the Indenture, in its individual or any other capacity, may become
the owner or pledgee of Securities of this series and may otherwise deal with
the Company, its Subsidiaries or their respective Affiliates as if it were
not
the Trustee.
9.
NO
RECOURSE AGAINST OTHERS
No
stockholder, director, officer, employee, incorporator or Affiliate of the
Company shall have any liability for any obligation of the Company under the
Securities of this series or the Indenture or for any claim based on, in respect
of or by reason of, such obligations or their creation. Each Holder of the
Securities of this series by accepting a Security of this series waives and
releases all such liability. The waiver and release are part of the
consideration for the issuance of the Securities of this series.
Exhibit
C-10
10.
AUTHENTICATION
This
Security shall not be valid until the Trustee or authenticating agent signs
the
certificate of authentication on this Security.
11.
ISIN
NUMBER
This
Security will bear an ISIN number. No representation is made as to the accuracy
of such number as printed on the Securities of this series and reliance may
be
placed only on the other identification numbers printed hereon.
12.
GOVERNING
LAW
This
Security shall be governed by and construed in accordance with the laws of
the
State of New York, including Section 5-1401 of the New York General Obligations
Law, but otherwise without regard to the principles of conflict of laws
thereof.
13.
DEFINED
TERMS
All
terms
used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.
Exhibit
C-11
SCHEDULE
A
SCHEDULE
OF ADJUSTMENTS
Initial
Principal Amount: U.S.$[__________________]
|
Notation
Made
|
Principal
|
On
Behalf
|
||
|
Date
|
Principal
|
Principal
|
Amount
|
of the
Security
|
|
Adjustment
|
Amount
|
Amount
|
Following
|
Exchange
|
|
Made
|
Increase
|
Decrease
|
Adjustment
|
Agent/Registrar
|
Exhibit
C-12
OPTION
OF
HOLDER TO ELECT PURCHASE
If
you
wish to elect to have all or any portion of the Securities purchased by the
Company pursuant to a Change of Control Offer made in accordance with Section
10.10 of the Base Indenture, check the applicable boxes:
I
wish to
have the Securities purchased by the Company:
o in
whole
o in
part
Amount
to
be
purchased: $________________
| Dated:________________ | Signature:____________________ |
|
(sign
exactly as your name appears on the other side of this
Security)
|
| Signature | |
| Guarantee:________________ | |
(Your
signature must be guaranteed by a financial institution that is a member of
the
Securities Transfer Agent Medallion Program (“STAMP”),
the
Securities Exchange Medallion Program (“SEMP”),
the
New York Stock Exchange, Inc. Medallion Signature Program (“MSP”)
or
such other signature guarantee program as may be determined by the Securities
Registrar in addition to, or in substitution for, STAMP, SEMP or MSP, all in
accordance with the Securities Exchange Act of 1934, as amended.)
Social
Security Number or
Taxpayer
Identification Number: __________________________________
Exhibit
C-13
EXHIBIT D
FORM
OF
FACE OF RESTRICTED DEFINITIVE
SENIOR
BOND DUE 2037
THIS
SECURITY HAS INITIALLY BEEN RESOLD TO AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS
DESCRIBED BY RULE 501(a)(1), (2), (3) or (7) UNDER THE SECURITIES ACT) IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND SHALL BEAR
THE
FOLLOWING LEGEND UNTIL REMOVABLE IN ACCORDANCE WITH ITS TERMS AND THE TERMS
OF
THE INDENTURE:
THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933,
AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS
EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, EACH
HOLDER OF THIS SECURITY AND ANY OWNERS OF INTERESTS HEREIN (1) REPRESENTS THAT
IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT), (2) AGREES THAT BEGINNING FROM THE LATER OF (X) THE ORIGINAL
ISSUE DATE OF THIS SECURITY OR (Y) THE LAST DATE ON WHICH THE COMPANY OR ANY
AFFILIATE THEREOF WAS THE BENEFICIAL OWNER OF THIS SECURITY (OR ANY PREDECESSOR
HEREOF) THROUGH THE TIME PERIOD REFERRED TO IN RULE 144(K) UNDER THE SECURITIES
ACT, IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE
COMPANY OR ANY AFFILIATE THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN
COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) TO AN INSTITUTIONAL
“ACCREDITED INVESTOR” THAT PRIOR TO SUCH TRANSFER FURNISHED TO THE TRUSTEE A
SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO
THE
RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE
OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE
PRINCIPAL AMOUNT OF SECURITIES AT THE TIME OF TRANSFER OF LESS THAN $250,000,
AN
OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE
WITH THE SECURITIES ACT, (D) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE
904 UNDER THE SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (F) PURSUANT
TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES
THAT
IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. UNLESS THE COMPANY DETERMINES
OTHERWISE IN ACCORDANCE WITH APPLICABLE LAW, THIS LEGEND WILL BE REMOVED BY
THE
COMPANY (1) UPON REQUEST OF THE HOLDER, AFTER THE EXPIRATION OF THE TIME PERIOD
REFERRED TO IN RULE 144(K) UNDER THE SECURITIES ACT BEGINNING FROM THE LATER
OF
(A) THE
Exhibit
D-1
ORIGINAL
ISSUE DATE OF THIS SECURITY AND (B) THE LAST
DATE ON WHICH THE COMPANY OR ANY AFFILIATE THEREOF WAS THE BENEFICIAL OWNER
OF
THIS SECURITY (OR ANY PREDECESSOR HEREOF) OR (2) WITH RESPECT TO SECURITIES
SOLD
IN RELIANCE ON REGULATION S, FOLLOWING THE EXPIRATION OF 40 CONSECUTIVE DAYS
BEGINNING ON AND INCLUDING THE LATER OF (A) THE DAY ON WHICH INTERESTS IN
THIS
SECURITY ARE OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN
REGULATION S) AND (B) THE ORIGINAL ISSUE DATE OF THIS SECURITY. AS USED HEREIN,
THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE
MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.
Exhibit
D-2
MIDAMERICAN ENERGY HOLDINGS COMPANY
5.95%
Senior Bonds due 2037
|
$[_____________]
|
|
| No. [__] |
CUSIP
No. [__________]
|
|
ISIN
No.
[__________]
|
MIDAMERICAN
ENERGY HOLDINGS COMPANY, a corporation organized under the laws of Iowa (herein
called the “Company,”
which
term includes any successor corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay to [name of registered owner
or
its registered assigns] the principal sum of [__________] Dollars (the
“Principal
Amount”)
on May
15, 2037, and to pay interest thereon from May 11, 2007, or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semi-annually on May 15 and November 15 in each year, commencing November 15,
2007, at the rate of 5.95% per annum, until the Principal Amount hereof is
paid
or made available for payment; provided that any Principal Amount and premium,
and any such installment of interest, which is overdue shall bear interest
at
the rate of 5.95% per annum (or, if lower, the maximum rate legally enforceable)
from the dates such amounts are due until they are paid or made available for
payment; provided, further, that if a Registration Default (as defined in the
Registration Rights Agreement) occurs with respect to this Security, interest
will accrue on this Security at a rate of 0.5% per annum from and including
the
date on which any such Registration Default shall occur, until but excluding
the
date on which all Registration Defaults have been cured. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment
Date
will, as provided in such Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close
of
business on the Regular Record Date for such interest, which shall be the May
1
or November 1 (whether or not a Business Day), as the case may be, immediately
preceding such Interest Payment Date. Any such interest not so punctually paid
or duly provided for will forthwith cease to be payable to the Person in whose
name this Security (or one or more Predecessor Securities) is registered on
such
Regular Record Date and may be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on a Special Record Date for the payment of such Defaulted Interest to be fixed
by the Trustee, notice whereof shall be given to Holders of Securities of this
series not less than 10 days prior to such Special Record Date, or be paid
at
any time in any other lawful manner not inconsistent with the requirements
of
any securities exchange on which the Securities of this series may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture.
Payment
of the principal of (and premium, if any) and interest, if any, on this Security
will be made at any place of payment or at the office or agency of the Company
maintained for that purpose in the Borough of Manhattan, The City of New York,
in such coin or currency of the United States as at the time of payment is
legal
tender for the payment of public and private debts, provided,
however,
that,
payment of interest may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register. Payment
of interest, if any, in respect of this Security may also be made, in the case
of a Holder of at least U.S. $1,000,000 aggregate principal amount of
Securities, by wire transfer to a U.S. Dollar account maintained by the Holder
with a bank in the United States; provided that such Holder elects payment
by
wire transfer by giving written notice to the Trustee or Paying Agent to such
effect designating such account no later than 15 days immediately preceding
the
relevant due date for payment (or such other date as the Trustee may accept
in
its discretion).
Exhibit
D-3
REFERENCE
IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY SET FORTH ON THE
REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME
EFFECT AS IF SET FORTH AT THIS PLACE.
Unless
the certificate of authentication hereon has been executed by the Trustee
referred to on the reverse hereof by manual signature, this Security shall
not
be entitled to any benefit under the Indenture or be valid or obligatory for
any
purpose.
Exhibit
D-4
IN
WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
| MIDAMERICAN ENERGY HOLDINGS COMPANY | ||
| |
|
|
| By: | __________________________________ | |
| Name: | ||
| Title: | ||
Attest:
| By: | ________________________________ |
| Name: | |
| Title: |
Exhibit
D-5
TRUSTEE’S
CERTIFICATE OF AUTHENTICATION
This
is
one of the Securities of the series designated herein and referred to in the
within-mentioned Indenture.
| THE BANK OF NEW YORK TRUST COMPANY, N.A., | ||
| |
|
as
Trustee |
| Dated:_______________________ | By: | ___________________________________ |
| Authorized Signatory | ||
Exhibit
D-6
FORM
OF
REVERSE OF RESTRICTED DEFINITIVE SENIOR BOND DUE 2037
MIDAMERICAN
ENERGY HOLDINGS COMPANY
5.95%
Senior Bonds due 2037
1. GENERAL
This
Security is one of a duly authorized issue of Securities of the Company (the
“Securities”),
issued and to be issued in one or more series under an Indenture, dated as
of
October 4, 2002, between the Company and The Bank of New York, as trustee (as
amended by Article IV of the Second Supplemental Indenture thereto, dated as
of
May 16, 2003, between the Company and The Bank of New York, as trustee, and
Article IV of the Fourth Supplemental Indenture, dated as of March 24, 2006,
between the Company and The Bank of New York Trust Company, N.A., as trustee
(the “Trustee”), the “Base
Indenture”),
as
amended and supplemented by
the
Fifth Supplemental Indenture, dated as of May 11, 2007 (together with the Base
Indenture, the “Indenture”),
between the Company and the Trustee, to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. Terms defined in
the
Indenture which are not defined herein are used with the meanings assigned
to
them in the Indenture. This Security is one of the series designated on the
face
hereof.
2. OPTIONAL
REDEMPTION
The
Securities of this series are subject to redemption upon not less than 30 or
more than 60 days’ notice to the Holders of such Securities as provided in the
Indenture, at any time, as a whole or in part, at the election of the Company,
at a redemption price equal to the greater of: (i) 100% of the principal amount
of the Securities of this series being redeemed or (ii) the sum of the present
values of the remaining scheduled payments of principal of and interest on
the
Securities of this series being redeemed discounted to the Redemption Date
on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months)
at
a discount rate equal to the Treasury Yield plus 25 basis points, plus, for
(i)
or (ii) above, whichever is applicable, accrued interest on the Securities
of
this series to the Redemption Date.
“Treasury
Yield”
means,
with respect to any Redemption Date, the rate per annum equal to the semiannual
equivalent yield to maturity of the Comparable Treasury Issue, assuming a price
for the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such Redemption
Date.
“Comparable
Treasury Issue”
means
the United States Treasury security selected by an Independent Investment Banker
as having a maturity comparable to the remaining term of the Securities of
this
series to be redeemed that would be utilized, at the time of selection and
in
accordance with customary financial practice, in pricing new issues of corporate
debt securities of comparable maturity to the remaining term of the Securities
of this series.
“Comparable
Treasury Price”
means,
with respect to any Redemption Date, (i) the average of the bid and asked prices
for the Comparable Treasury Issue (expressed in each case as a percentage of
its
principal amount) on the third Business Day in New York City preceding such
Redemption Date, as set forth in the daily statistical release (or any successor
release) published by the Federal Reserve Bank of New York and designated
“Composite 3:30 p.m. Quotations for U.S. Government Securities” or (ii) if such
release (or any successor release) is not published or does not contain such
prices on such Business Day, the Reference Treasury Dealer Quotation for such
Redemption Date.
Exhibit
D-7
“Independent
Investment Banker”
means
an investment banking institution of international standing appointed by the
Company.
“Reference
Treasury Dealer”
means
a
primary U.S. government securities dealer in New York City appointed by the
Company.
“Reference
Treasury Dealer Quotation”
means,
with respect to the Reference Treasury Dealer and any Redemption Date, the
average, as determined by the Company, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount and quoted in writing to the Company by such Reference Treasury
Dealer at 5:00 p.m. on the third Business Day in New York City preceding such
Redemption Date).
Notice
of
redemption pursuant to this paragraph 2 shall be given as provided for in the
Indenture not less than 30 days nor more than 60 days prior to the Redemption
Date.
If
fewer
than all the Securities of this series are to be redeemed, selection of
Securities of this series for redemption will be made by the Trustee on a pro
rata basis.
Unless
the Company defaults in payment of the Redemption Price, from and after the
Redemption Date, the Securities of this series or portions thereof called for
redemption will cease to bear interest, and the Holders thereof will have no
right in respect of such Securities of this series except the right to receive
the Redemption Price thereof.
3. DEFEASANCE
The
Indenture contains provisions for defeasance of (a) the entire indebtedness
of
this Security and (b) certain restrictive covenants upon compliance by the
Company with certain conditions set forth therein.
4. DEFAULTS
AND REMEDIES
If
an
Event of Default with respect to Securities of this series shall occur and
be
continuing, the principal of the Securities of this series may be declared
due
and payable in the manner and with the effect provided in the Indenture. At
any
time after such declaration of acceleration with respect to Securities of this
series has been made, but before a judgment or decree for payment of money
has
been obtained by the Trustee as provided in the Indenture, if all Events of
Default with respect to Securities of this series have been cured or waived
(other than the non-payment of principal of the Securities of this series which
has become due solely by reason of such declaration of acceleration) then and
in
every such case, the Holders of a majority in aggregate principal amount of
the
Outstanding securities of such series may, by written notice to the Company
and
to the Trustee, rescind and annul such declaration and its consequences on
behalf of all of the Holders, but no such rescission or annulment shall extend
to or affect any subsequent default or impair any right consequent
thereon.
Exhibit
D-8
As
provided in and subject to the provisions of the Indenture, the Holder of this
Security shall not have the right to institute any proceeding, judicial or
otherwise, with respect to the Indenture, or for the appointment of a receiver
or trustee or for any other remedy thereunder, unless (a) such Holder shall
have
previously given the Trustee written notice of a continuing Event of Default
with respect to the Securities, (b) the Holders of not less than 33% or a
majority, as applicable, in principal amount of the Securities at the time
Outstanding under the Indenture shall have made written request to the Trustee
to institute proceedings in respect of such Event of Default as Trustee, (c)
such Holder shall have offered the Trustee indemnity satisfactory to the Trustee
against the costs, expenses and liabilities to be incurred in compliance with
such request, (d) the Trustee shall not have received from the Holders of a
majority in principal amount of Securities at the time Outstanding under the
Indenture a direction inconsistent with such request and (e) the Trustee for
90
days after its receipt of such notice and offer of indemnity from the Holder,
and request from the Holders, shall have failed to institute any such
proceeding. The foregoing shall not apply to certain suits described in the
Indenture, including any suit instituted by the Holder of this Security for
the
enforcement of any payment of principal hereof or any premium or interest hereon
on or after the respective due dates expressed herein.
5. AMENDMENT
AND WAIVER
The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the Indenture or any supplemental indenture
or
the rights and obligations of the Company and rights of the Holders of the
Securities of any series at any time by the Company and the Trustee with the
consent of the Holders of a majority in aggregate principal amount of the
Securities at the time Outstanding of each series to be affected. The Indenture
also contains provisions permitting the Holders of specified percentages in
principal amount of the Securities of each series at the time Outstanding,
on
behalf of the Holders of all Securities of such series, to waive compliance
by
the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this
Security.
No
reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of (and premium, if any) and interest,
if any, on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.
6. TRANSFER
AND EXCHANGE; DENOMINATIONS
As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of a Security is registrable in the Security Register, upon
surrender of this Security for registration of transfer at the office or agency
of the Company in any place where the principal of (and premium, if any) and
interest, if any, on this Security are payable, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Company and
the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series
and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or
transferees.
Exhibit
D-9
The
Securities of the series of which this Security is a part are issuable only
in
registered form, without coupons, in denominations of $2,000 and any integral
multiple of $1,000 in excess thereof.
No
service charge shall be made for any such registration of transfer or exchange,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
Prior
to
due presentment of this Security for registration of transfer, the Company,
the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.
7. SUCCESSOR
OBLIGORS
When
a
successor assumes all the obligations of its predecessor under the Securities
of
this series and the Indenture in accordance with the terms of the Indenture,
the
predecessor will be released from those obligations.
8. TRUSTEE
DEALINGS WITH THE COMPANY
The
Trustee under the Indenture, in its individual or any other capacity, may become
the owner or pledgee of Securities of this series and may otherwise deal with
the Company, its Subsidiaries or their respective Affiliates as if it were
not
the Trustee.
9. NO
RECOURSE AGAINST OTHERS
No
stockholder, director, officer, employee, incorporator or Affiliate of the
Company shall have any liability for any obligation of the Company under the
Securities of this series or the Indenture or for any claim based on, in respect
of or by reason of, such obligations or their creation. Each Holder of the
Securities of this series by accepting a Security of this series waives and
releases all such liability. The waiver and release are part of the
consideration for the issuance of the Securities of this series.
10. AUTHENTICATION
This
Security shall not be valid until the Trustee or authenticating agent signs
the
certificate of authentication on this Security.
Exhibit
D-10
11. CUSIP
NUMBERS
Pursuant
to a recommendation promulgated by the Committee on Uniform Security
Identification Procedures, the Company will cause CUSIP numbers to be printed
on
the Securities of this series as a convenience to the Holders of the Securities
of this series.
12. GOVERNING
LAW
This
Security shall be governed by and construed in accordance with the laws of
the
State of New York, including Section 5-1401 of the New York General Obligations
Law, but otherwise without regard to the principles of conflict of laws
thereof.
13. DEFINED
TERMS
All
terms
used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.
Exhibit
D-11
OPTION
OF
HOLDER TO ELECT PURCHASE
If
you
wish to elect to have all or any portion of the Securities purchased by the
Company pursuant to a Change of Control Offer made in accordance with Section
10.10 of the Base Indenture, check the applicable boxes:
I
wish to
have the Securities purchased by the Company:
o in
whole
o in
part
Amount
to
be
purchased: $________________
| Dated:________________ | Signature:____________________ |
|
(sign
exactly as your name appears on the other side of this
Security)
|
| Signature | |
| Guarantee:________________ | |
(Your
signature must be guaranteed by a financial institution that is a member of
the
Securities Transfer Agent Medallion Program (“STAMP”),
the
Securities Exchange Medallion Program (“SEMP”),
the
New York Stock Exchange, Inc. Medallion Signature Program (“MSP”)
or
such other signature guarantee program as may be determined by the Securities
Registrar in addition to, or in substitution for, STAMP, SEMP or MSP, all in
accordance with the Securities Exchange Act of 1934, as amended.)
Social
Security Number or
Taxpayer
Identification Number: __________________________________
Exhibit
D-12
EXHIBIT E
FORM
OF
FACE OF SENIOR EXCHANGE BOND DUE 2037
OR
PRIVATE EXCHANGE BOND DUE 2037
MIDAMERICAN
ENERGY HOLDINGS COMPANY
5.95%
Senior Bonds due 2037
|
$[_____________]
|
|
| No. [__] |
CUSIP
No.
[_____________]
|
|
ISIN
No.
[_____________]
|
MIDAMERICAN
ENERGY HOLDINGS COMPANY, a corporation organized under the laws of Iowa (the
“Company,”
which
term includes any successor corporation under the Indenture hereinafter referred
to), for value received, hereby promises to pay to CEDE & Co., or registered
assigns, the principal amount of [________] Dollars (such Initial Principal
Amount, as it may from time to time be adjusted by endorsement on Schedule
A
hereto, is hereinafter referred to as the “Principal
Amount”)
on May
15, 2037, and to pay interest thereon from May 11, 2007, or from the most recent
Interest Payment Date to which interest has been paid or duly provided for,
semi-annually on May 15 and November 15 in each year, commencing November 15,
2007, at the rate of 5.95% per annum, until the Principal Amount hereof is
paid
or made available for payment; provided that any Principal Amount and premium,
and any such installment of interest, which is overdue shall bear interest
at
the rate of 5.95% per annum (or, if lower, the maximum rate legally enforceable)
from the dates such amounts are due until they are paid or made available for
payment. The interest so payable, and punctually paid or duly provided for,
on
any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities)
is
registered at the close of business on the Regular Record Date for such
interest, which shall be the May 1 or November 1 (whether or not a Business
Day), as the case may be, immediately preceding such Interest Payment Date.
Any
such interest not so punctually paid or duly provided for will forthwith cease
to be payable to the Person in whose name this Security (or one or more
Predecessor Securities) is registered on such Regular Record Date and may be
paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date
for
the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities of this series not less than
10
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities of this series may be listed, and upon such notice
as
may be required by such exchange, all as more fully provided in said
Indenture.
Payment
of the principal of (and premium, if any) and interest, if any, on this Security
will be made at any place of payment or at the office or agency of the Company
maintained for that purpose in the Borough of Manhattan, The City of New York,
in such coin or currency of the United States as at the time of payment is
legal
tender for the payment of public and private debts, provided,
however,
that,
payment of interest may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register. Payment
of interest, if any, in respect of this Security may also be made, in the case
of a Holder of at least U.S. $1,000,000 aggregate principal amount of
Securities, by wire transfer to a U.S. Dollar account maintained by the Holder
with a bank in the United States; provided that such Holder elects payment
by
wire transfer by giving written notice to the Trustee or Paying Agent to such
effect designating such account no later than 15 days immediately preceding
the
relevant due date for payment (or such other date as the Trustee may accept
in
its discretion).
Exhibit
E-1
REFERENCE
IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SECURITY SET FORTH ON THE
REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME
EFFECT AS IF SET FORTH AT THIS PLACE.
Unless
the certificate of authentication hereon has been executed by the Trustee
referred to on the reverse hereof by manual signature, this Security shall
not
be entitled to any benefit under the Indenture or be valid or obligatory for
any
purpose.
Exhibit
E-2
IN
WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
| MIDAMERICAN ENERGY HOLDINGS COMPANY | ||
| |
|
|
| By: | _____________________________________ | |
| Name: | ||
| Title: | ||
Attest:
| By: | ________________________________ |
| Name: | |
| Title: |
Exhibit
E-3
TRUSTEE’S
CERTIFICATE OF AUTHENTICATION
This
is
one of the Securities of the series designated herein and referred to in the
within-mentioned Indenture.
| THE BANK OF NEW YORK TRUST COMPANY, N.A., | ||
| |
|
as
Trustee |
| Dated:___________________ | By: | ___________________________________ |
| Authorized Signatory | ||
Exhibit
E-4
FORM
OF
REVERSE OF SENIOR EXCHANGE BOND DUE 2037
OR
SENIOR
PRIVATE EXCHANGE BOND DUE 2037
MIDAMERICAN
ENERGY HOLDINGS COMPANY
5.95%
Senior Bonds due 2037
1. GENERAL
This
Security is one of a duly authorized issue of Securities of the Company (the
“Securities”),
issued and to be issued in one or more series under an Indenture, dated as
of
October 4, 2002, between the Company and The Bank of New York, as trustee (as
amended by Article IV of the Second Supplemental Indenture thereto, dated as
of
May 16, 2003, between the Company and The Bank of New York, as trustee, and
Article IV of the Fourth Supplemental Indenture, dated as of March 24, 2006,
between the Company and The Bank of New York Trust Company, N.A., as trustee
(the “Trustee”), the “Base
Indenture”),
as
amended and supplemented by
the
Fifth Supplemental Indenture, dated as of May 11, 2007 (together with the Base
Indenture, the “Indenture”),
between the Company and the Trustee, to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. Terms defined in
the
Indenture which are not defined herein are used with the meanings assigned
to
them in the Indenture. This Security is one of the series designated on the
face
hereof.
2. OPTIONAL
REDEMPTION
The
Securities of this series are subject to redemption upon not less than 30 or
more than 60 days’ notice to the Holders of such Securities as provided in the
Indenture, at any time, as a whole or in part, at the election of the Company,
at a redemption price equal to the greater of: (i) 100% of the principal amount
of the Securities of this series being redeemed or (ii) the sum of the present
values of the remaining scheduled payments of principal of and interest on
the
Securities of this series being redeemed discounted to the Redemption Date
on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months)
at
a discount rate equal to the Treasury Yield plus 25 basis points, plus, for
(i)
or (ii) above, whichever is applicable, accrued interest on the Securities
of
this series to the Redemption Date.
“Treasury
Yield”
means,
with respect to any Redemption Date, the rate per annum equal to the semiannual
equivalent yield to maturity of the Comparable Treasury Issue, assuming a price
for the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such Redemption
Date.
“Comparable
Treasury Issue”
means
the United States Treasury security selected by an Independent Investment Banker
as having a maturity comparable to the remaining term of the Securities of
this
series to be redeemed that would be utilized, at the time of selection and
in
accordance with customary financial practice, in pricing new issues of corporate
debt securities of comparable maturity to the remaining term of the Securities
of this series.
Exhibit
E-5
“Comparable
Treasury Price”
means,
with respect to any Redemption Date, (i) the average of the bid and asked
prices
for the Comparable Treasury Issue (expressed in each case as a percentage
of its
principal amount) on the third Business Day in New York City preceding such
Redemption Date, as set forth in the daily statistical release (or any successor
release) published by the Federal Reserve Bank of New York and designated
“Composite 3:30 p.m. Quotations for U.S. Government Securities” or (ii) if such
release (or any successor release) is not published or does not contain such
prices on such Business Day, the Reference Treasury Dealer Quotation for
such
Redemption Date.
“Independent
Investment Banker”
means
an investment banking institution of international standing appointed by the
Company.
“Reference
Treasury Dealer”
means
a
primary U.S. government securities dealer in New York City appointed by the
Company.
“Reference
Treasury Dealer Quotation”
means,
with respect to the Reference Treasury Dealer and any Redemption Date, the
average, as determined by the Company, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount and quoted in writing to the Company by such Reference Treasury
Dealer at 5:00 p.m. on the third Business Day in New York City preceding such
Redemption Date).
Notice
of
redemption pursuant to this paragraph 2 shall be given as provided for in the
Indenture not less than 30 days nor more than 60 days prior to the Redemption
Date.
If
fewer
than all the Securities of this series are to be redeemed, selection of
Securities of this series for redemption will be made by the Trustee on a pro
rata basis.
Unless
the Company defaults in payment of the Redemption Price, from and after the
Redemption Date, the Securities of this series or portions thereof called for
redemption will cease to bear interest, and the Holders thereof will have no
right in respect of such Securities of this series except the right to receive
the Redemption Price thereof.
3. DEFEASANCE
The
Indenture contains provisions for defeasance of (a) the entire indebtedness
of
this Security and (b) certain restrictive covenants upon compliance by the
Company with certain conditions set forth therein.
4. DEFAULTS
AND REMEDIES
If
an
Event of Default with respect to Securities of this series shall occur and
be
continuing, the principal of the Securities of this series may be declared
due
and payable in the manner and with the effect provided in the Indenture. At
any
time after such declaration of acceleration with respect to Securities of this
series has been made, but before a judgment or decree for payment of money
has
been obtained by the Trustee as provided in the Indenture, if all Events of
Default with respect to Securities of this series have been cured or waived
(other than the non-payment of principal of the Securities of this series which
has become due solely by reason of such declaration of acceleration) then and
in
every such case, the Holders of a majority in aggregate principal amount of
the
Outstanding securities of such series may, by written notice to the Company
and
to the Trustee, rescind and annul such declaration and its consequences on
behalf of all of the Holders, but no such rescission or annulment shall extend
to or affect any subsequent default or impair any right consequent
thereon.
Exhibit
E-6
As
provided in and subject to the provisions of the Indenture, the Holder of this
Security shall not have the right to institute any proceeding, judicial or
otherwise, with respect to the Indenture, or for the appointment of a receiver
or trustee or for any other remedy thereunder, unless (a) such Holder shall
have
previously given the Trustee written notice of a continuing Event of Default
with respect to the Securities, (b) the Holders of not less than 33% or a
majority, as applicable, in principal amount of the Securities at the time
Outstanding under the Indenture shall have made written request to the Trustee
to institute proceedings in respect of such Event of Default as Trustee, (c)
such Holder shall have offered the Trustee indemnity satisfactory to the Trustee
against the costs, expenses and liabilities to be incurred in compliance with
such request, (d) the Trustee shall not have received from the Holders of a
majority in principal amount of Securities at the time Outstanding under the
Indenture a direction inconsistent with such request and (e) the Trustee for
90
days after its receipt of such notice and offer of indemnity from the Holder,
and request from the Holders, shall have failed to institute any such
proceeding. The foregoing shall not apply to certain suits described in the
Indenture, including any suit instituted by the Holder of this Security for
the
enforcement of any payment of principal hereof or any premium or interest hereon
on or after the respective due dates expressed herein.
5. AMENDMENT
AND WAIVER
The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the Indenture or any supplemental indenture
or
the rights and obligations of the Company and rights of the Holders of the
Securities of any series at any time by the Company and the Trustee with the
consent of the Holders of a majority in aggregate principal amount of the
Securities at the time Outstanding of each series to be affected. The Indenture
also contains provisions permitting the Holders of specified percentages in
principal amount of the Securities of each series at the time Outstanding,
on
behalf of the Holders of all Securities of such series, to waive compliance
by
the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this
Security.
No
reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of (and premium, if any) and interest,
if any, on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.
Exhibit
E-7
6. TRANSFER
AND EXCHANGE; DENOMINATIONS
As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of this Security is registrable in the Security Register, upon
surrender of this Security for registration of transfer at the office or agency
of the Company in any place where the principal of (and premium, if any) and
interest, if any, on this Security are payable, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to the Company and
the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series
and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or
transferees.
The
Securities of the series of which this Security is a part are issuable only
in
registered form, without coupons, in denominations of $2,000 and any integral
multiple of $1,000 in excess thereof.
No
service charge shall be made for any such registration of transfer or exchange,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
Prior
to
due presentment of this Security for registration of transfer, the Company,
the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.
7. SUCCESSOR
OBLIGORS
When
a
successor assumes all the obligations of its predecessor under the Securities
of
this series and the Indenture in accordance with the terms of the Indenture,
the
predecessor will be released from those obligations.
8. TRUSTEE
DEALINGS WITH THE COMPANY
The
Trustee under the Indenture, in its individual or any other capacity, may become
the owner or pledgee of Securities of this series and may otherwise deal with
the Company, its Subsidiaries or their respective Affiliates as if it were
not
the Trustee.
9. NO
RECOURSE AGAINST OTHERS
No
stockholder, director, officer, employee, incorporator or Affiliate of the
Company shall have any liability for any obligation of the Company under the
Securities of this series or the Indenture or for any claim based on, in respect
of or by reason of, such obligations or their creation. Each Holder of the
Securities of this series by accepting a Security of this series waives and
releases all such liability. The waiver and release are part of the
consideration for the issuance of the Securities of this series.
Exhibit
E-8
10. AUTHENTICATION
This
Security shall not be valid until the Trustee or authenticating agent signs
the
certificate of authentication on this Security.
11. CUSIP
NUMBERS
Pursuant
to a recommendation promulgated by the Committee on Uniform Security
Identification Procedures, the Company will cause CUSIP numbers to be printed
on
the Securities of this series as a convenience to the Holders of the Securities
of this series.
12. GOVERNING
LAW
This
Security shall be governed by and construed in accordance with the laws of
the
State of New York, including Section 5-1401 of the New York General Obligations
Law, but otherwise without regard to the principles of conflict of laws
thereof.
13. DEFINED
TERMS
All
terms
used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.
Exhibit
E-9
OPTION
OF
HOLDER TO ELECT PURCHASE
If
you
wish to elect to have all or any portion of the Securities purchased by the
Company pursuant to a Change of Control Offer made in accordance with Section
10.10 of the Base Indenture, check the applicable boxes:
I
wish to
have the Securities purchased by the Company:
o in
whole
o in
part
Amount
to
be
purchased: $________________
| Dated:________________ | Signature:____________________ |
|
(sign
exactly as your name appears on the other side of this
Security)
|
| Signature | |
| Guarantee:________________ | |
(Your
signature must be guaranteed by a financial institution that is a member of
the
Securities Transfer Agent Medallion Program (“STAMP”),
the
Securities Exchange Medallion Program (“SEMP”),
the
New York Stock Exchange, Inc. Medallion Signature Program (“MSP”)
or
such other signature guarantee program as may be determined by the Securities
Registrar in addition to, or in substitution for, STAMP, SEMP or MSP, all in
accordance with the Securities Exchange Act of 1934, as amended.)
Social
Security Number or
Taxpayer
Identification Number: __________________________________
Exhibit
E-10
