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Fifth Supplemental Indenture

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Title:

Fifth Supplemental Indenture

Entities:

Midamerican Energy Holdings Co /New/

Date:

2007

Size:

135KB total

Price:

$48

ID:

#2874156

► Financing ► Indentures ► Supplemental ► Fifth Supplemental Indentures

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MIDAMERICAN ENERGY HOLDINGS COMPANY

and

THE BANK OF NEW YORK TRUST COMPANY, N.A.,

as Trustee

5.95% Senior Bonds due 2037

Fifth Supplemental Indenture

Dated as of May 11, 2007

FIFTH SUPPLEMENTAL INDENTURE, dated as of May 11, 2007 (this Fifth Supplemental Indenture), between MIDAMERICAN ENERGY HOLDINGS COMPANY, an Iowa corporation (the Company), and THE BANK OF NEW YORK TRUST COMPANY, N.A., a New York banking corporation, as Trustee (the Trustee) under the Base Indenture referred to below.

WITNESSETH:

WHEREAS, the Company has heretofore executed and delivered that certain Indenture, dated as of October 4, 2002, between the Company and The Bank of New York, as trustee (as amended by Article IV of the Second Supplemental Indenture thereto, dated as of May 16, 2003 between the Company and The Bank of New York, as trustee and Article IV of the Fourth Supplemental Indenture thereto, dated as of March 24, 2006 between the Company and The Bank of New York Trust Company, N.A., as Trustee, the Base Indenture, and, together with this Fifth Supplemental Indenture, the Indenture), to provide for the issuance from time to time of its unsecured debentures, notes or other evidences of indebtedness, the form and terms of which are to be established as set forth in Sections 2.01 and 3.01 of the Base Indenture;

WHEREAS, Section 9.01 of the Base Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental to the Base Indenture for, among other things, the purpose of establishing the form and terms of the Securities of any series as permitted in Sections 2.01 and 3.01 of the Base Indenture and of appointing an Authenticating Agent with respect to the Securities of any series;

WHEREAS, the Company desires to create one series of its unsecured bonds in an initial aggregate principal amount of Five Hundred Fifty Million Dollars ($550,000,000.00) to be designated the 5.95% Senior Bonds due 2037 (the Securities), and all action on the part of the Company necessary to authorize the issuance of the Securities under the Base Indenture and this Fifth Supplemental Indenture has been duly taken; and

WHEREAS, all acts and things necessary (i) to make the Securities, when executed by the Company and authenticated and delivered by the Trustee as provided in the Base Indenture, the valid and binding obligations of the Company and (ii) to constitute these presents a valid and binding supplemental indenture and agreement according to its terms, have been done and performed.

NOW, THEREFORE, THIS FIFTH SUPPLEMENTAL INDENTURE WITNESSETH:

That in consideration of the premises and of the acceptance and purchase of the Securities by the holders thereof and of the acceptance of this trust by the Trustee, the Company covenants and agrees with the Trustee, for the equal benefit of holders of the Securities, as follows:

ARTICLE I.

DEFINITIONS

The use of the terms and expressions herein is in accordance with the definitions, uses and constructions contained in the Base Indenture and the forms of Securities attached hereto as Exhibits A through E. In addition, for all purposes of this Fifth Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise expressly requires, the following terms shall have the respective meanings assigned to them as follows and shall be construed as if defined in Article I of the Base Indenture:

Exchange Security means a security in global or definitive form substantially in the form set forth in Exhibit E to this Fifth Supplemental Indenture.

Global Security means a Rule 144A Global Security, a Regulation S Temporary Global Security, or a Regulation S Permanent Global Security, in global form substantially in the form set forth in Exhibits A, B and C, respectively, to this Fifth Supplemental Indenture.

Initial Purchasers means Greenwich Capital Markets, Inc., Barclays Capital Inc. and Lehman Brothers Inc.

Registration Rights Agreement means the Registration Rights Agreement, dated May 11, 2007, between the Company and the Initial Purchasers.

ARTICLE II.

TERMS AND ISSUANCE OF THE SECURITIES

Section 2.01 Issue of Securities. One series of the Securities, which shall be designated the 5.95% Senior Bonds due 2037 shall be executed, authenticated and delivered in accordance with the provisions of, and shall in all respects be subject to, the terms, conditions and covenants of the Base Indenture and this Fifth Supplemental Indenture (including the forms of Securities set forth in Exhibits A through E, as applicable). There shall be no limit upon the aggregate principal amount of Securities that may be authenticated and delivered under this Fifth Supplemental Indenture.

Section 2.02 Optional Redemption. The Securities may be redeemed, in whole or in part, at the option of the Company pursuant to the terms set forth in paragraph 2 of the Securities to be redeemed. The provisions of Article XI of the Base Indenture, including the amendments set forth in Article IV of the Fourth Supplemental Indenture, dated March 24, 2006, shall also apply to any redemption of the Securities by the Company.

Section 2.03 Limitation on Liens. The covenant provided by Section 10.04 of the Base Indenture shall be applicable to the Securities.

Section 2.04 Change of Control. The covenant provided by Section 10.10 of the Base Indenture shall be applicable to the Securities.

Section 2.05 Place of Payment. The Place of Payment in respect of the Securities will be in The City of New York, initially at the Corporate Trust Office of The Bank of New York Trust Company, N.A. (which as of the date hereof is located at 2 N. LaSalle Street, Suite 1020, Chicago, Illinois 60602, Attention: Corporate Trust Administration).

Section 2.06 Form of Securities; Incorporation of Terms. The forms of the Securities shall be substantially in the forms of Exhibits A through E attached hereto, as applicable, the respective terms of which are incorporated herein by reference and which are part of this Fifth Supplemental Indenture. The Securities shall be issued as one or more Global Securities in fully registered form and one or more Definitive Securities in fully registered form, as determined in accordance with Section 2.01 of the Base Indenture. The Global Securities shall be delivered by the Trustee to the Depositary, as the Holder thereof, or a nominee or custodian therefor, to be held by the Depositary in accordance with the Base Indenture.

Section 2.07 Exchange of the Global Securities. Each of the Global Securities shall be exchangeable for Definitive Securities only as provided in Section 3.07(b)(ii) of the Base Indenture.

Section 2.08 Interest Payment Dates for the Securities. The Interest Payment Dates for the Securities shall be May 15 and November 15 in each year, commencing November 15, 2007 and continuing until the Principal Amount of the Securities is paid in full or made available for payment in accordance with the terms of the Indenture and the Securities.

Section 2.09 Regular Record Date for the Securities. The Regular Record Date for the Securities shall be the May 1 or November 1 immediately prior to each Interest Payment Date.

Section 2.10 Authorized Denominations. Beneficial interests in Global Securities, as well as Definitive Securities, may be held only in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

ARTICLE III.

DEPOSITARY

Section 3.01 Depositary. The Depository Trust Company, its nominees and their respective successors are hereby appointed Depositary with respect to the Global Securities.

ARTICLE IV.

AMENDMENTS TO BASE INDENTURE

Section 4.01 Form of Documents Delivered to Trustee. With respect to the Securities and any other securities issued pursuant to the Base Indenture after the date hereof, Section 1.03 of the Base Indenture is hereby amended by adding the following language as an additional paragraph at the end of such section:

Whenever, subsequent to the receipt by the Trustee of any Board Resolution, Officers Certificate, Opinion of Counsel or other document or instrument, a clerical, typographical or other inadvertent or unintentional error or omission shall be discovered therein, a new document or instrument may be substituted therefor in corrected form with the same force and effect as if originally filed in the corrected form and, irrespective of the date or dates of the actual execution and/or delivery thereof, such substitute document or instrument shall be deemed to have been executed and/or delivered as of the date or dates required with respect to the document or instrument for which it is substituted. Anything in this Indenture to the contrary notwithstanding, if any such corrective document or instrument indicates that action has been taken by or at the request of the Company which could not have been taken had the original document or instrument not contained such error or omission, the action so taken shall not be invalidated or otherwise rendered ineffective but shall be and remain in full force and effect, except to the extent that such action was a result of willful misconduct or bad faith. Without limiting the generality of the foregoing, any Securities issued under the authority of such defective document or instrument shall nevertheless be the valid obligations of the Company entitled to the benefits of this Indenture equally and ratably with all other Outstanding Securities, except as aforesaid.

Section 4.02 Acceleration of Maturity. With respect to the Securities and any other securities issued pursuant to the Base Indenture after the date hereof, Section 5.02 of the Base Indenture is hereby amended by deleting the words "and is continuing" in the second line of the first sentence and adding the language "unless, prior to such declaration, all covenants with respect to which such Event of Default has occurred shall have been cured or waived (other than non-payment of principal of the Securities which has become or may become due solely by reason of such Event of Default or declaration)," after the word "then" in the second line of the first sentence.

Section 4.03 Reports By Company. With respect to the Securities and any other securities issued pursuant to the Base Indenture after the date hereof, Section 7.04 of the Base Indenture is hereby amended by adding the following language to the end of the first paragraph of such section:

", or if the Company cannot reasonably file with the Trustee and the Commission and transmit to the Holders such information, documents or other reports, or summaries thereof, at the times and in the manner provided pursuant to such Act, then the Company shall have commenced and be diligently pursuing such actions as are reasonably required in order to enable the Company to take such actions as will enable it to file and transmit such information, documents or other reports, or summaries thereof".

Section 4.04 Reports By Company. With respect to the Securities and any other securities issued pursuant to the Base Indenture after the date hereof, Section 10.09 of the Base Indenture is hereby amended by adding the following language as an additional paragraph at the end of such section:

Nothing in this Section 10.09 shall require the Company to file or provide, as applicable, any of the information required pursuant to this Section 10.09 if, at the time such information is required to be filed or provided, as applicable, the Company cannot reasonably file or provide such information and the Company shall have commenced and be diligently pursuing such filing or provision, as applicable. "

ARTICLE V.

MISCELLANEOUS

Section 5.01 Execution as Supplemental Indenture. This Fifth Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Base Indenture and, as provided in the Base Indenture, this Fifth Supplemental Indenture forms a part thereof.

Section 5.02 Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof.

Section 5.03 Successors and Assigns. All covenants and agreements in this Fifth Supplemental Indenture by the Company shall bind its successors and assigns, whether so expressed or not.

Section 5.04 Separability Clause. In case any provision in this Fifth Supplemental Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 5.05 Benefits of Fifth Supplemental Indenture. Nothing in this Fifth Supplemental Indenture or in the Securities, express or implied, shall give to any person, other than the parties hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Fifth Supplemental Indenture.

Section 5.06 Execution in Counterparts. This Fifth Supplemental Indenture may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 5.07 Trustee. The Trustee makes no representations as to the validity or sufficiency of this Fifth Supplemental Indenture. The statements herein are deemed to be those of the Company and not of the Trustee.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental Indenture to be duly executed by their respective officers or directors duly authorized thereto, all as of the day and year first above written.


	MIDAMERICAN ENERGY HOLDINGS COMPANY

	By:	/s/ Douglas L. Anderson
		Name: Douglas L. Anderson
		Title: Senior Vice President


	THE BANK OF NEW YORK TRUST COMPANY, N.A.,
		as Trustee
	By:	/s/ Roxane Ellwanger
		Name: Roxane Ellwanger
		Title: Assistant Vice President

(Fifth Supplemental Indenture)

EXHIBITS

Exhibit A	Form of 144A Global Senior Bond due 2037
Exhibit B	Form of Regulation S Temporary Global Senior Bond due 2037
Exhibit C	Form of Regulation S Permanent Global Senior Bond due 2037
Exhibit D	Form of Restricted Definitive Senior Bond due 2037
Exhibit E	Form of Private Exchange Senior Bond due 2037

EXHIBIT A

FORM OF FACE OF RULE 144A GLOBAL

SENIOR BOND DUE 2037

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY) MAY BE REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.

UNLESS THIS GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY DEFINITIVE SECURITY IS ISSUED IN THE NAME OR NAMES AS DIRECTED IN WRITING BY THE DEPOSITARY, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED OWNER HEREOF, THE DEPOSITARY, HAS AN INTEREST HEREIN.

THIS SECURITY HAS BEEN INITIALLY RESOLD IN RELIANCE ON RULE 144A UNDER THE SECURITIES ACT AND SHALL BEAR THE FOLLOWING LEGEND UNTIL REMOVABLE IN ACCORDANCE WITH ITS TERMS AND THE TERMS OF THE INDENTURE.

Exhibit A-1

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, EACH HOLDER OF THIS SECURITY AND ANY OWNERS OF INTERESTS HEREIN (1) REPRESENTS THAT IT IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (2) AGREES THAT BEGINNING FROM THE LATER OF (X) THE ORIGINAL ISSUE DATE OF THIS SECURITY OR (Y) THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE THEREOF WAS THE BENEFICIAL OWNER OF THIS SECURITY (OR ANY PREDECESSOR HEREOF) THROUGH THE TIME PERIOD REFERRED TO IN RULE 144(K) UNDER THE SECURITIES ACT, IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE COMPANY OR ANY AFFILIATE THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT PRIOR TO SUCH TRANSFER FURNISHED TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF SECURITIES AT THE TIME OF TRANSFER OF LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (D) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. UNLESS THE COMPANY DETERMINES OTHERWISE IN ACCORDANCE WITH APPLICABLE LAW, THIS LEGEND WILL BE REMOVED BY THE COMPANY (1) UPON REQUEST OF THE HOLDER, AFTER THE EXPIRATION OF THE TIME PERIOD REFERRED TO IN RULE 144(K) UNDER THE SECURITIES ACT BEGINNING FROM THE LATER OF (A) THE ORIGINAL ISSUE DATE OF THIS SECURITY AND (B) THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE THEREOF WAS THE BENEFICIAL OWNER OF THIS SECURITY (OR ANY PREDECESSOR HEREOF) OR (2) WITH RESPECT TO SECURITIES SOLD IN RELIANCE ON REGULATION S, FOLLOWING THE EXPIRATION OF 40 CONSECUTIVE DAYS BEGINNING ON AND INCLUDING THE LATER OF (A) THE DAY ON WHICH INTERESTS IN THIS SECURITY ARE OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN REGULATION S) AND (B) THE ORIGINAL ISSUE DATE OF THIS SECURITY. AS USED HEREIN, THE TERMS OFFSHORE TRANSACTION, UNITED STATES AND U.S. PERSON HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.

Exhibit A-2

MIDAMERICAN ENERGY HOLDINGS COMPANY

5.95% Senior Bonds due 2037

$[_____________]

No. [__]	CUSIP No. 59562VAN7
	ISIN No. US59562VAN83

MIDAMERICAN ENERGY HOLDINGS COMPANY, a corporation organized under the laws of Iowa (herein called the Company, which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & Co., or registered assigns, the principal amount of [_________] Dollars (such Initial Principal Amount, as it may from time to time be adjusted by endorsement on Schedule A hereto, is hereinafter referred to as the Principal Amount) on May 15, 2037, and to pay interest thereon from May 11, 2007, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on May 15 and November 15 in each year, commencing November 15, 2007, at the rate of 5.95% per annum, until the Principal Amount hereof is paid or made available for payment; provided that any Principal Amount and premium, and any such installment of interest, which is overdue shall bear interest at the rate of 5.95% per annum (or, if lower, the maximum rate legally enforceable) from the dates such amounts are due until they are paid or made available for payment; provided, further, that if a Registration Default (as defined in the Registration Rights Agreement) occurs with respect to this Security, interest will accrue on this Security at a rate of 0.5% per annum from and including the date on which any such Registration Default shall occur, until but excluding the date on which all Registration Defaults have been cured. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the May 1 or November 1 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Person in whose name this Security (or one or more Predecessor Securities) is registered on such Regular Record Date and may be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

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