MIDAMERICAN ENERGY HOLDINGS COMPANY and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee Eighth Supplemental Indenture Dated as of July 7, 2009
EXHIBIT
4.1
MIDAMERICAN
ENERGY HOLDINGS COMPANY
and
THE BANK
OF NEW YORK MELLON TRUST COMPANY, N.A.,
as
Trustee
3.15%
Senior Notes due 2012
Dated as
of July 7, 2009
EIGHTH
SUPPLEMENTAL INDENTURE, dated as of July 7, 2009 (this “Eighth Supplemental
Indenture”), between MIDAMERICAN ENERGY HOLDINGS COMPANY, an Iowa
corporation (the “Company”), and THE
BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, 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,
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, and Article IV of the Fifth Supplemental Indenture thereto, dated as
of May 11, 2007 between the Company and The Bank of New York Trust Company N.A.,
as trustee, the “Base
Indenture,” and, together with this Eighth 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 notes in an initial
aggregate principal amount of Two hundred and fifty million dollars
($250,000,000) to be designated the “3.15% Senior Notes due 2012” (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 Eighth 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 EIGHTH 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 Eighth 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 Eighth 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 Eighth Supplemental
Indenture.
“Registration Rights
Agreement” means the Registration Rights Agreement, dated July 7, 2009,
between the Company and the Representative.
“Representative” means
X.X. Xxxxxx Securities Inc., as representative of the initial purchasers of the
Securities.
ARTICLE
II.
TERMS
AND ISSUANCE OF THE SECURITIES
Section
2.01 Issue of
Securities. One series of the Securities, which shall be
designated the “3.15% Senior Notes due 2012” 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
Eighth 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 Eighth 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.
2
Section
2.04 Change of
Control. The covenant provided by Section 10.10 of the Base
Indenture shall be applicable to the Securities.
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 Mellon 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 Eighth 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 January 15 and July 15 in each year, commencing January 15, 2010 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 January 1 or July 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.
MISCELLANEOUS
Section
4.01 Execution as Supplemental
Indenture. This Eighth Supplemental Indenture is executed and
shall be construed as an indenture supplemental to the Base Indenture and, as
provided in the Base Indenture, this Eighth Supplemental Indenture forms a part
thereof.
3
Section
4.02 Effect of
Headings. The Article and Section headings herein are for
convenience only and shall not affect the construction hereof.
Section
4.03 Successors and
Assigns. All covenants and agreements in this Eighth
Supplemental Indenture by the Company shall bind its successors and assigns,
whether so expressed or not.
Section
4.04 Separability
Clause. In case any provision in this Eighth 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
4.05 Benefits of
Eighth Supplemental
Indenture. Nothing in this Eighth 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 Eighth Supplemental
Indenture.
Section
4.06 Execution in
Counterparts. This Eighth 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
4.07 Trustee. The
Trustee makes no representations as to the validity or sufficiency of this
Eighth Supplemental Indenture. The statements herein are deemed to be
those of the Company and not of the Trustee.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
4
IN
WITNESS WHEREOF, the parties hereto have caused this Eighth 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/ Xxxxx X. Xxxxxx | |
| Name: Xxxxx X. Xxxxxx | |||
| Title: Vice President and Treasurer | |||
| THE BANK OF NEW YORK MELLON TRUST | |||
| COMPANY, N.A., as Trustee | |||
|
|
By:
|
/s/ Xxxxxxxx Xxxxxxxxx | |
| Name: Xxxxxxxx Xxxxxxxxx | |||
| Title: Assistant Treasurer | |||
EXHIBITS
Exhibit
A Form
of 144A Global Senior Note due 2012
Exhibit
B Form
of Regulation S Temporary Global Senior Note due 2012
Exhibit
C Form
of Regulation S Permanent Global Senior Note due 2012
Exhibit
D Form
of Restricted Definitive Senior Note due 2012
Exhibit E Form
of Private Exchange Senior Note due 2012
EXHIBIT
A
FORM OF
FACE OF RULE 144A GLOBAL
SENIOR
NOTE DUE 2012
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 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 ONE YEAR 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) IN ACCORDANCE WITH THE INDENTURE 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.
MIDAMERICAN
ENERGY HOLDINGS COMPANY
3.15%
Senior Notes due 2012
$[ ]
No. [ ]
CUSIP No.
59562V AU1
ISIN No.
US59562VAU17
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 July 15, 2012, and to pay interest thereon from July 7, 2009,
or from the most recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually on January 15 and July 15 in each year,
commencing January 15, 2010, at the rate of 3.15% 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 3.15% 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, additional 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 1st of
January or 1st of July
(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 MELLON TRUST | |||
| COMPANY, N.A., as Trustee | |||
|
Dated:
|
By:
|
||
| Authorized Signatory | |||
FORM OF
REVERSE OF RULE 144A GLOBAL SENIOR NOTE DUE 2012
MIDAMERICAN
ENERGY HOLDINGS COMPANY
3.15%
Senior Notes due 2012
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 (as amended by Article IV of the Second Supplemental Indenture
thereto, dated as of May 16, 2003, the “Base Indenture”),
between the Company and The Bank of New York, as trustee, as amended and
supplemented by the Fourth Supplemental Indenture, dated as of March 24, 2006,
the Fifth Supplemental Indenture, dated as of May 11, 2007, and the Eighth
Supplemental Indenture, dated as of July 7, 2009 (together with the Base
Indenture, the “Indenture”) between
the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (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 30 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.$[__________________]
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:
¨ in
whole
¨ 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 NOTE DUE 2012
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 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 ONE YEAR 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) IN ACCORDANCE WITH THE INDENTURE 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
3.15%
Senior Notes due 2012
$[ ]
No. [ ]
CUSIP
No. U59354 AJ6
ISIN No.
USU59354AJ67
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 July 15, 2012, and to pay interest thereon from July 7,
2009, or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, semi-annually on January 15 and July 15 in each year,
commencing January 15, 2010, at the rate of 3.15% 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 3.15% 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, additional 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 1st of
January or 1st of July
(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 MELLON TRUST | |||
| COMPANY, N.A., as Trustee | |||
|
Dated:
__________
|
By:
|
||
| Authorized Signatory | |||
Exhibit
B-6
FORM OF
REVERSE OF REGULATIONS TEMPORARY
GLOBAL
SENIOR NOTE DUE 2012
MIDAMERICAN
ENERGY HOLDINGS COMPANY
3.15%
Senior Notes due 2012
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 (as amended by Article IV of the Second Supplemental Indenture
thereto, dated as of May 16, 2003, the “Base Indenture”),
between the Company and The Bank of New York, as trustee, as amended and
supplemented by the Fourth Supplemental Indenture, dated as of March 24, 2006,
the Fifth Supplemental Indenture, dated as of May 11, 2007, and the Eighth
Supplemental Indenture, dated as of July 7, 2009 (together with the Base
Indenture, the “Indenture”) between
the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (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 30 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
B-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 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.$[__________________]
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:
¨ in
whole
¨ 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 NOTE DUE 2012
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.
Exhibit
C-1
MIDAMERICAN
ENERGY HOLDINGS COMPANY
3.15%
Senior Notes due 2012
$[ ]
No. [ ]
CUSIP
No. U59354 AJ6
ISIN No.
USU59354AJ67
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 July 15, 2012, and to pay interest thereon from July 7,
2009, or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, semi-annually on January 15 and July 15 in each year,
commencing January 1, 2010 at the rate of 3.15% 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 3.15% 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, additional 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 1st of
January or 1st of July
(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-2
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-3
IN
WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
MIDAMERICAN
ENERGY HOLDINGS COMPANY
| MIDAMERICAN ENERGY HOLDINGS COMPANY | |||
|
|
By:
|
||
| Name: | |||
| Title: | |||
Attest:
By:
Name:
Title:
Exhibit
C-4
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 MELLON TRUST | |||
| COMPANY, N.A., as Trustee | |||
|
Dated:
__________
|
By:
|
||
| Authorized Signatory | |||
Exhibit
C-5
FORM OF
REVERSE OF REGULATION S PERMANENT
GLOBAL
SENIOR NOTE DUE 2012
MIDAMERICAN
ENERGY HOLDINGS COMPANY
3.15%
Senior Notes due 2012
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 (as amended by Article IV of the Second Supplemental Indenture
thereto, dated as of May 16, 2003, the “Base Indenture”),
between the Company and The Bank of New York, as trustee, as amended and
supplemented by the Fourth Supplemental Indenture, dated as of March 24, 2006,
the Fifth Supplemental Indenture, dated as of May 11, 2007, and the Eighth
Supplemental Indenture, dated as of July 7, 2009 (together with the Base
Indenture, the “Indenture”) between
the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (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 30
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-6
“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-7
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-8
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-9
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-10
SCHEDULE
A
SCHEDULE
OF ADJUSTMENTS
Initial
Principal Amount: U.S.$[__________________]
Exhibit
C-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:
¨ in
whole
¨ 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-12
EXHIBIT
D
FORM OF
FACE OF RESTRICTED DEFINITIVE
SENIOR
NOTE DUE 2012
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 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 ONE YEAR 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) IN ACCORDANCE WITH THE INDENTURE 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
Exhibit
D-1
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
3.15%
Senior Notes due 2012
$[_____________]
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
July 15, 2012, and to pay interest thereon from July 7, 2009, or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, semi-annually on January 15 and July 15 in each year, commencing January
15, 2010, at the rate of 3.15% 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 3.15% 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, additional 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 1st of
January or 1st of July
(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 MELLON TRUST
COMPANY, N.A., as Trustee
|
|||
|
Dated:
__________
|
By:
|
||
| Authorized Signatory | |||
Exhibit
D-6
FORM OF
REVERSE OF RESTRICTED DEFINITIVE SENIOR NOTE DUE 2012
MIDAMERICAN
ENERGY HOLDINGS COMPANY
3.15%
Senior Notes due 2012
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 (as amended by Article IV of the Second Supplemental Indenture
thereto, dated as of May 16, 2003, the “Base Indenture”),
between the Company and The Bank of New York, as trustee, as amended and
supplemented by the Fourth Supplemental Indenture, dated as of March 24, 2006,
the Fifth Supplemental Indenture, dated as of May 11, 2007, and the Eighth
Supplemental Indenture, dated as of July 7, 2009 (together with the Base
Indenture, the “Indenture”) between
the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (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 30 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:
¨ in
whole
¨ 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 NOTE DUE 2012
OR
PRIVATE EXCHANGE NOTE DUE 2012
MIDAMERICAN
ENERGY HOLDINGS COMPANY
3.15%
Senior Notes due 2012
$[_____________]
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
July 15, 2012, and to pay interest thereon from July 7, 2009, or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, semi-annually on January 15 and July 15 in each year, commencing January
15, 2010, at the rate of 3.15% 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 3.15% 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 1st of
January or 1st of July
(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 MELLON TRUST | |||
| COMPANY, N.A., as Trustee | |||
|
Dated:
__________
|
By:
|
||
| Authorized Signatory | |||
Exhibit
E-4
FORM OF
REVERSE OF SENIOR EXCHANGE NOTE DUE 2012
OR SENIOR
PRIVATE EXCHANGE NOTE DUE 2012
MIDAMERICAN
ENERGY HOLDINGS COMPANY
3.15%
Senior Notes due 2012
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 (as amended by Article IV of the Second Supplemental Indenture
thereto, dated as of May 16, 2003, the “Base Indenture”),
between the Company and The Bank of New York, as trustee, as amended and
supplemented by the Fourth Supplemental Indenture, dated as of March 24, 2006,
the Fifth Supplemental Indenture, dated as of May 11, 2007 and the Eighth
Supplemental Indenture, dated as of July 7, 2009 (together with the Base
Indenture, the “Indenture”) between
the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (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 30 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.
6. TRANSFER
AND EXCHANGE; DENOMINATIONS
Exhibit
E-7
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.
10. AUTHENTICATION
Exhibit E-8
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:
¨ in
whole
¨ 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
