Preview | Credit Agreement |

		Page
ARTICLE I	DEFINITIONS AND INTERPRETATION	1

Section 1.1	Defined Terms	1
Section 1.2	Computation of Time Periods	1
Section 1.3	Accounting Terms	1
Section 1.4	No Presumption Against Any Party	2
Section 1.5	Use of Certain Terms	2
Section 1.6	Headings and References	2
Section 1.7	Independence of Provisions	2

ARTICLE II	AMOUNTS AND TERMS OF THE LOANS AND THE LETTERS OF CREDIT	2

Section 2.1	The Loans	2
Section 2.2	Letters of Credit	8
Section 2.3	Repayment; Reductions	14
Section 2.4	Interest on Loans	15
Section 2.5	Payments and Computations	18
Section 2.6	Fees	21
Section 2.7	Increased Costs and Capital Requirements	22
Section 2.8	Taxes	24
Section 2.9	Replacement of Bank; Reimbursement for Bid Rate Loans	28
Section 2.10	Cash Collateral Account	28

ARTICLE III	CONDITIONS PRECEDENT	29

Section 3.1	Closing Date Conditions Precedent	29
Section 3.2	Conditions Precedent to Each Loan and Each L/C	31

ARTICLE IV	REPRESENTATIONS AND WARRANTIES	32

Section 4.1	Representations and Warranties	32

ARTICLE V	COVENANTS OF BORROWER	35

Section 5.1	Affirmative Covenants	35
Section 5.2	Negative Covenants	39
Section 5.3	Financial Covenants	41

ARTICLE VI	EVENTS OF DEFAULT	41

Section 6.1	Events of Default	41
Section 6.2	Cash Collateral	44

ARTICLE VII	RELATIONSHIP OF AGENT AND BANKS	44

Section 7.1	Authorization and Action	44

Section 7.2

Agent?s Reliance, Etc.

Section 7.3	Agent and Affiliates	45
Section 7.4	Bank Credit Decision	45

Section 7.5	Indemnification	45
Section 7.6	Successor Agent	46
Section 7.7	Syndication Agent; Other Titles	46

ARTICLE VIII	MISCELLANEOUS	47

Section 8.1	Notices	47
Section 8.2	Successors and Assigns	47
Section 8.3	Amendments and Related Matters	47
Section 8.4	Costs and Expenses; Indemnification	48
Section 8.5	Oral Communications	49
Section 8.6	Entire Agreement	49
Section 8.7	Governing Law	49
Section 8.8	Severability	49
Section 8.9	Counterparts	49
Section 8.10	Confidentiality	49
Section 8.11	Assignments and Participations	50
Section 8.12	Waiver of Trial by Jury	53
Section 8.13	Choice of Forum and Service of Process	54
Section 8.14	Remedies	54
Section 8.15	Right of Set-Off	54
Section 8.16	Acknowledgements	55
Section 8.17	Patriot Act Notice	55

	APPENDICES

Appendix A	Defined Terms

	SCHEDULES
Schedule I	Commitment Schedule
Schedule II	Pricing Schedules
Schedule III	Letters of Credit

	EXHIBITS

Exhibit A	Form of Assignment and Assumption
Exhibit B-1	Form of Notice of Borrowing
Exhibit B-2	Form of Request for Continuation of a Eurodollar Committed Loan
Exhibit B-3	Form of Request for Conversion of or to a Eurodollar Committed Loan
Exhibit B-4	Form of Bid Request
Exhibit C-1	Form of Note (Committed Loans)
Exhibit C-2	Form of Note (Bid Rate Loans)
Exhibit D-1	Form of Opinion of Latham & Watkins LLP

iii

Exhibit D-2

Form of Opinion of Borrower?s In-house Counsel

This CREDIT AGREEMENT, dated as of August 26, 2005 (this ?Agreement?), is made by and among MIDAMERICAN ENERGY HOLDINGS COMPANY, an Iowa corporation (?Borrower?), THE BANKS AND OTHER FINANCIAL INSTITUTIONS PARTIES HERETO, as Banks, JPMORGAN CHASE BANK, N.A., as L/C Issuer, UNION BANK OF CALIFORNIA, N.A. (?UBOC?), as Agent, THE ROYAL BANK OF SCOTLAND PLC (?RBS?), as Syndication Agent, and ABN AMRO BANK N.V., JPMORGAN CHASE BANK, N.A. and BNP PARIBAS, as Co-Documentation Agents.

Exhibit F	Form of Accession and Amendment Agreement
Exhibit G	Form of Increasing Bank Agreement