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.
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.
MIDAMERICAN
ENERGY HOLDINGS COMPANY
6.50%
Senior Bonds due 2037
$[_____________]
No. [__]
CUSIP
No. 59562VAQ0
ISIN
No.
US59562VAQ05
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 September 15, 2037, and to pay interest
thereon from August 28, 2007, or from the most recent Interest Payment Date
to
which interest has been paid or duly provided for, semi-annually on March
15 and
September 15 in each year, commencing March 15, 2008, at the rate of 6.50%
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 6.50% 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 March 1
or
September 1 (whether or not a Business Day), as the case may be, immediately
preceding such Interest Payment Date. Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to
the
Person in whose name this Security (or one or more Predecessor Securities)
is
registered on such Regular Record Date and may be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered
at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders
of
Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent
with
the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture.
Payment
of the principal of (and premium, if any) and interest, if any, on this Security
will be made at any place of payment or at the office or agency of the Company
maintained for that purpose in the Borough of Manhattan, The City of New
York,
in such coin or currency of the United States as at the time of payment is
legal
tender for the payment of public and private debts,
provided
,
however
, that, payment of interest may be made by check mailed to
the
address of the Person entitled thereto as such address shall appear in the
Security Register. Payment of interest, if any, in respect of this
Security may also be made, in the case of a Holder of at least U.S. $1,000,000
aggregate principal amount of Securities, by wire transfer to a U.S. Dollar
account maintained by the Holder with a bank in the United States; provided
that
such Holder elects payment by wire transfer by giving written notice to the
Trustee or Paying Agent to such effect designating such account no later
than 15
days immediately preceding the relevant due date for payment (or such other
date
as the Trustee may accept in its discretion).
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.
IN
WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
MIDAMERICAN
ENERGY HOLDINGS COMPANY
Name:
Title:
Attest:
TRUSTEE’S
CERTIFICATE OF AUTHENTICATION
This
is
one of the Securities of the series designated herein and referred to in
the
within-mentioned Indenture.
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THE
BANK OF NEW YORK TRUST
COMPANY, N.A.,
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as
Trustee
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Date__________
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By:
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Authorized
Signatory
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FORM
OF
REVERSE OF RULE 144A GLOBAL SENIOR BOND DUE 2037
MIDAMERICAN
ENERGY HOLDINGS COMPANY
6.50%
Senior Bonds due 2037
1. GENERAL
This
Security is one of a duly authorized issue of Securities of the Company (the
“
Securities
”), issued and to be issued in one or more series under an
Indenture, dated as of October 4, 2002, between the Company and The Bank
of New
York, as trustee (as amended by Article IV of the Second Supplemental Indenture
thereto, dated as of May 16, 2003, between the Company and The Bank of New
York,
as trustee, 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 “
Trustee
”), and Article IV of the Fifth
Supplemental Indenture thereto, dated as of May 11, 2007 between the Company
and
the Trustee, the “
Base Indenture
”), as supplemented by the Sixth
Supplemental Indenture, dated as of August 28, 2007 (together with the Base
Indenture, the “
Indenture
”), between the Company and the Trustee, to
which Indenture and all indentures supplemental thereto reference is hereby
made
for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. Terms defined in the Indenture which are
not defined herein are used with the meanings assigned to them in the
Indenture. This Security is one of the series designated on the face
hereof.
2. OPTIONAL
REDEMPTION
The
Securities of this series are subject to redemption upon not less than 30
or
more than 60 days’ notice to the Holders of such Securities as provided in the
Indenture, at any time, as a whole or in part, at the election of the Company,
at a redemption price equal to the greater of: (i) 100% of the principal
amount
of the Securities of this series being redeemed or (ii) the sum of the present
values of the remaining scheduled payments of principal of and interest on
the
Securities of this series being redeemed discounted to the Redemption Date
on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months)
at
a discount rate equal to the Treasury Yield plus 25 basis points, plus, for
(i)
or (ii) above, whichever is applicable, accrued interest on the Securities
of
this series to the Redemption Date.
“
Treasury
Yield
” means, with respect to any Redemption Date, the rate per annum equal
to the semiannual equivalent yield to maturity of the Comparable Treasury
Issue,
assuming a price for the Comparable Treasury Issue (expressed as a percentage
of
its principal amount) equal to the Comparable Treasury Price for such Redemption
Date.
“
Comparable
Treasury Issue
” means the United States Treasury security selected by an
Independent Investment Banker as having a maturity comparable to the remaining
term of the Securities of this series to be redeemed that would be utilized,
at
the time of selection and in accordance with customary financial practice,
in
pricing new issues of corporate debt securities of comparable maturity to
the
remaining term of the Securities of this series.
“
Comparable
Treasury Price
” means, with respect to any Redemption Date, (i) the average
of the bid and asked prices for the Comparable Treasury Issue (expressed
in each
case as a percentage of its principal amount) on the third Business Day in
New
York City preceding such Redemption Date, as set forth in the daily statistical
release (or any successor release) published by the Federal Reserve Bank
of New
York and designated “Composite 3:30 p.m. Quotations for U.S. Government
Securities” or (ii) if such release (or any successor release) is not published
or does not contain such prices on such Business Day, the Reference Treasury
Dealer Quotation for such Redemption Date.
“
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.
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 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.
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.
SCHEDULE
A
[SCHEDULE
OF ADJUSTMENTS]
Initial
Principal
Amount: U.S.$__________________
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Notation
Made Principal Amount Increase
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Principal
Amount Decrease
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Principal
Amount Following Adjustment
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On
Behalf of the Security Exchange
Agent/Registrar
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OPTION
OF
HOLDER TO ELECT PURCHASE
If
you
wish to elect to have all or any portion of the Securities purchased by the
Company pursuant to a Change of Control Offer made in accordance with Section
10.10 of the Base Indenture, check the applicable boxes:
I
wish to
have the Securities purchased by the Company:
o
in
whole
o
in part
Amount
to
be
purchased: $________________
Dated:
__________________
Signature:____________________________
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(sign exactly as your name appears on the other side of this
Security)
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Guarantee:
______________________________
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(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
FORM
OF
FACE OF REGULATION S TEMPORARY
GLOBAL
SENIOR BOND DUE 2037
THE
RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL SECURITY, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR DEFINITIVE SECURITIES,
ARE
AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER
NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL SECURITY
SHALL
BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON.
THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF
A
DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED
IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN
THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS
SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY
TO
A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY
OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE
TO
A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY) MAY BE
REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.
UNLESS
THIS GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR
PAYMENT, AND ANY DEFINITIVE SECURITY IS ISSUED IN THE NAME OR NAMES AS DIRECTED
IN WRITING BY THE DEPOSITARY, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED
OWNER HEREOF, THE DEPOSITARY, HAS AN INTEREST HEREIN.
THIS
SECURITY HAS BEEN ISSUED IN RELIANCE ON REGULATION S UNDER THE SECURITIES
ACT
AND SHALL BEAR THE FOLLOWING LEGEND UNTIL REMOVABLE IN ACCORDANCE WITH ITS
TERMS
AND THE TERMS OF THE INDENTURE.
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.
MIDAMERICAN
ENERGY HOLDINGS COMPANY
6.50%
Senior Bonds due 2037
$[__________]
No. [___]
CUSIP
No. U59354AG2
ISIN
No.
USU59354AG29
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 September 15, 2037, and to pay interest thereon
from August 28, 2007, or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually on March 15 and
September 15 in each year, commencing March 15, 2008, at the rate of 6.50%
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 6.50% 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 March 1
or
September 1 (whether or not a Business Day), as the case may be, immediately
preceding such Interest Payment Date. Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to
the
Person in whose name this Security (or one or more Predecessor Securities)
is
registered on such Regular Record Date and may be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered
at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders
of
Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent
with
the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture.
Until
this Regulation S Temporary Global Security is exchanged for one or more
Regulation S Permanent Global Securities, the Holder hereof shall not be
entitled to receive payments of interest hereon; until so exchanged in full,
this Regulation S Temporary Global Security shall in all other respects be
entitled to the same benefits as other Securities under the
Indenture.
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.
IN
WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
MIDAMERICAN
ENERGY HOLDINGS COMPANY
Name:
Title:
Attest:
TRUSTEE’S
CERTIFICATE OF AUTHENTICATION
This
is
one of the Securities of the series designated herein and referred to in
the
within-mentioned Indenture.
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THE
BANK OF NEW YORK TRUST COMPANY, N.A.,
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as
Trustee
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Date__________
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By:
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/s/
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Authorized
Signatory
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FORM
OF
REVERSE OF REGULATION S TEMPORARY
GLOBAL
SENIOR BOND DUE 2037
MIDAMERICAN
ENERGY HOLDINGS COMPANY
6.50%
Senior Bonds due 2037
1. GENERAL
This
Security is one of a duly authorized issue of Securities of the Company (the
“
Securities
”), issued and to be issued in one or more series under an
Indenture, dated as of October 4, 2002, between the Company and The Bank
of New
York, as trustee (as amended by Article IV of the Second Supplemental Indenture
thereto, dated as of May 16, 2003, between the Company and The Bank of New
York,
as trustee, Article IV of the Fourth Supplemental Indenture, dated as of
March
24, 2006, between the Company and The Bank of New York Trust Company, N.A.,
as
trustee (the “Trustee”), and Article IV of the Fifth Supplemental Indenture
thereto, dated as of May 11, 2007, between the Company and the Trustee, the
“
Base Indenture
”), as supplemented by the Sixth Supplemental Indenture,
dated as of August 28, 2007 (together with the Base Indenture, the
“
Indenture
”), between the Company and the Trustee, to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement
of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Securities and of the
terms
upon which the Securities are, and are to be, authenticated and
delivered. Terms defined in the Indenture which are not defined
herein are used with the meanings assigned to them in the
Indenture. This Security is one of the series designated on the face
hereof.
2. OPTIONAL
REDEMPTION
The
Securities of this series are subject to redemption upon not less than 30
or
more than 60 days’ notice to the Holders of such Securities as provided in the
Indenture, at any time, as a whole or in part, at the election of the Company,
at a redemption price equal to the greater of: (i) 100% of the principal
amount
of the Securities of this series being redeemed or (ii) the sum of the present
values of the remaining scheduled payments of principal of and interest on
the
Securities of this series being redeemed discounted to the Redemption Date
on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months)
at
a discount rate equal to the Treasury Yield plus 25 basis points, plus, for
(i)
or (ii) above, whichever is applicable, accrued interest on the Securities
of
this series to the Redemption Date.
“
Treasury
Yield
” means, with respect to any Redemption Date, the rate per annum equal
to the semiannual equivalent yield to maturity of the Comparable Treasury
Issue,
assuming a price for the Comparable Treasury Issue (expressed as a percentage
of
its principal amount) equal to the Comparable Treasury Price for such Redemption
Date.
“
Comparable
Treasury Issue
” means the United States Treasury security selected by an
Independent Investment Banker as having a maturity comparable to the remaining
term of the Securities of this series to be redeemed that would be utilized,
at
the time of selection and in accordance with customary financial practice,
in
pricing new issues of corporate debt securities of comparable maturity to
the
remaining term of the Securities of this series.
“
Comparable
Treasury Price
” means, with respect to any Redemption Date, (i) the average
of the bid and asked prices for the Comparable Treasury Issue (expressed
in each
case as a percentage of its principal amount) on the third Business Day in
New
York City preceding such Redemption Date, as set forth in the daily statistical
release (or any successor release) published by the Federal Reserve Bank
of New
York and designated “Composite 3:30 p.m. Quotations for U.S. Government
Securities” or (ii) if such release (or any successor release) is not published
or does not contain such prices on such Business Day, the Reference Treasury
Dealer Quotation for such Redemption Date.
“
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.
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 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.
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.
SCHEDULE
A
SCHEDULE
OF ADJUSTMENTS
Initial
Principal
Amount: U.S.$[__________________]
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Notation
Made Principal Amount Increase
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Principal
Amount Decrease
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Principal
Amount Following Adjustment
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On
Behalf of the Security Exchange
Agent/Registrar
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OPTION
OF
HOLDER TO ELECT PURCHASE
If
you
wish to elect to have all or any portion of the Securities purchased by the
Company pursuant to a Change of Control Offer made in accordance with Section
10.10 of the Base Indenture, check the applicable boxes:
I
wish to
have the Securities purchased by the Company:
o
in
whole
o
in
part
Amount
to
be
purchased: $________________
Dated:
__________________
Signature:____________________________
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(sign
exactly as your name appears on the other side of this
Security)
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Guarantee:
______________________________
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(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
FORM
OF
FACE OF REGULATION S PERMANENT
GLOBAL
SENIOR BOND DUE 2037
THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF
A
DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED
IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN
THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS
SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITARY
TO
A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY
OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE
TO
A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY) MAY BE
REGISTERED EXCEPT IN LIMITED CIRCUMSTANCES.
UNLESS
THIS GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR
PAYMENT, AND ANY DEFINITIVE SECURITY IS ISSUED IN THE NAME OR NAMES AS DIRECTED
IN WRITING BY THE DEPOSITARY, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL IN AS MUCH AS THE REGISTERED
OWNER HEREOF, THE DEPOSITARY, HAS AN INTEREST HEREIN.
THIS
SECURITY HAS BEEN ISSUED IN RELIANCE ON REGULATION S UNDER THE SECURITIES
ACT
AND SHALL BEAR THE FOLLOWING LEGEND UNTIL REMOVABLE IN ACCORDANCE WITH ITS
TERMS
AND THE TERMS OF THE INDENTURE.
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.
MIDAMERICAN
ENERGY HOLDINGS COMPANY
6.50%
Senior Bonds due 2037
$[__________]
No. [___]
CUSIP
No. [________]
ISIN
No.
[_________]
MIDAMERICAN
ENERGY HOLDINGS COMPANY, a corporation organized under the laws of Iowa (the
“
Company
,” which term includes any successor corporation under the
Indenture hereinafter referred to), for value received, hereby promises to
pay
to CEDE & Co., or registered assigns, the principal amount of [____________]
Dollars (such Initial Principal Amount, as it may from time to time be adjusted
by endorsement on Schedule A hereto, is hereinafter referred to as the
“
Principal Amount
”), on September 15, 2037, and to pay interest thereon
from August 28, 2007, or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually on March 15 and
September 15 in each year, commencing March 15, 2008, at the rate of 6.50%
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 6.50% 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 March 1
or
September 1 (whether or not a Business Day), as the case may be,
immediately preceding such Interest Payment Date. Any such interest
not so punctually paid or duly provided for will forthwith cease to be payable
to the Person in whose name this Security (or one or more Predecessor
Securities) is registered on such Regular Record Date and may be paid to
the
Person in whose name this Security (or one or more Predecessor Securities)
is
registered at the close of business on a Special Record Date for the payment
of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall
be
given to Holders of Securities of this series not less than 10 days prior
to
such Special Record Date, or be paid at any time in any other lawful manner
not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture.
Payment
of the principal of (and premium, if any) and interest, if any, on this
Security
will be made at any place of payment or at the office or agency of the
Company
maintained for that purpose in the Borough of Manhattan, The City of New
York,
in such coin or currency of the United States as at the time of payment
is legal
tender for the payment of public and private debts,
provided
,
however
, that payment of interest may be made by check mailed
to the
address of the Person entitled thereto as such address shall appear in
the
Security Register. Payment of interest, if any, in respect of this
Security may also be made, in the case of a Holder of at least U.S. $1,000,000
aggregate principal amount of Securities, by wire transfer to a U.S. Dollar
account maintained by the Holder with a bank in the United States; provided
that
such Holder elects payment by wire transfer by giving written notice to
the
Trustee or Paying Agent to such effect designating such account no later
than 15
days immediately preceding the relevant due date for payment (or such other
date
as the Trustee may accept in its discretion).
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.
IN
WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
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MIDAMERICAN
ENERGY HOLDINGS
COMPANY
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Date
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By:
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Name
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Title
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Attest:
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.
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THE
BANK OF NEW YORK TRUST COMPANY, N.A.,
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as
Trustee
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Date:
__________
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By:
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Authorized
Signatory
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FORM
OF
REVERSE OF REGULATION S PERMANENT
GLOBAL
SENIOR BOND DUE 2037
MIDAMERICAN
ENERGY HOLDINGS COMPANY
6.50%
Senior Bonds due 2037
1.
GENERAL
This
Security is one of a duly authorized issue of Securities of the Company (the
“
Securities
”), issued and to be issued in one or more series under an
Indenture, dated as of October 4, 2002, between the Company and The Bank
of New
York, as trustee (as amended by Article IV of the Second Supplemental Indenture
thereto, dated as of May 16, 2003, between the Company and The Bank of New
York,
as trustee, 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 “Trustee”), and Article IV of the Fifth Supplemental
Indenture thereto, dated as of May 11, 2007, between the Company and the
Trustee, the “
Base Indenture
”), as supplemented by the Sixth Supplemental
Indenture, dated as of August 28, 2007 (together with the Base Indenture,
the
“
Indenture
”), between the Company and the Trustee, to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement
of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Securities and of the
terms
upon which the Securities are, and are to be, authenticated and
delivered. Terms defined in the Indenture which are not defined
herein are used with the meanings assigned to them in the
Indenture. This Security is one of the series designated on the face
hereof.
2.
OPTIONAL
REDEMPTION
The
Securities of this series are subject to redemption upon not less than 30
or
more than 60 days’ notice to the Holders of such Securities as provided in the
Indenture, at any time, as a whole or in part, at the election of the Company
at
any time, at a redemption price equal to the greater of: (i) 100% of the
principal amount of the Securities of this series being redeemed or (ii)
the sum
of the present values of the remaining scheduled payments of principal of
and
interest on the Securities of this series being redeemed discounted to the
Redemption Date on a semiannual basis (assuming a 360-day year consisting
of
twelve 30-day months) at a discount rate equal to the Treasury Yield plus
25
basis points, plus, for (i) or (ii) above, whichever is applicable, accrued
interest on the Securities of this series to the Redemption Date.
“
Treasury
Yield
” means, with respect to any Redemption Date, the rate per annum equal
to the semiannual equivalent yield to maturity of the Comparable Treasury
Issue,
assuming a price for the Comparable Treasury Issue (expressed as a percentage
of
its principal amount) equal to the Comparable Treasury Price for such Redemption
Date.
“
Comparable
Treasury Issue
” means the United States Treasury security selected by an
Independent Investment Banker as having a maturity comparable to the remaining
term of the Securities of this series to be redeemed that would be utilized,
at
the time of selection and in accordance with customary financial practice,
in
pricing new issues of corporate debt securities of comparable maturity to
the
remaining term of the Securities of this series.
“
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.
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 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.
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.
SCHEDULE
A
SCHEDULE
OF ADJUSTMENTS
Initial
Principal Amount: U.S.$[__________________]
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Notation
Made Principal Amount Increase
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Principal
Amount Decrease
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Principal
Amount Following Adjustment
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On
Behalf of the Security Exchange
Agent/Registrar
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OPTION
OF
HOLDER TO ELECT PURCHASE
If
you
wish to elect to have all or any portion of the Securities purchased by the
Company pursuant to a Change of Control Offer made in accordance with Section
10.10 of the Base Indenture, check the applicable boxes:
I
wish to
have the Securities purchased by the Company:
o
in
whole
o
in
part
Amount
to
be
purchased: $________________
Dated:
__________________
Signature:____________________________
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(sign
exactly as your name appears on the other side of this
Security)
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Guarantee:
______________________________
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(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
FORM
OF
FACE OF RESTRICTED DEFINITIVE
SENIOR
BOND DUE 2037
THIS
SECURITY HAS INITIALLY BEEN RESOLD TO AN INSTITUTIONAL “ACCREDITED INVESTOR” (AS
DESCRIBED BY RULE 501(a)(1), (2), (3) or (7) UNDER THE SECURITIES ACT) IN
A
TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND SHALL BEAR
THE
FOLLOWING LEGEND UNTIL REMOVABLE IN ACCORDANCE WITH ITS TERMS AND THE TERMS
OF
THE INDENTURE:
THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933,
AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS
EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION
HEREOF, EACH HOLDER OF THIS SECURITY AND ANY OWNERS OF INTERESTS HEREIN (1)
REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT), (2) AGREES THAT BEGINNING FROM THE LATER
OF (X) THE ORIGINAL ISSUE DATE OF THIS SECURITY OR (Y) THE LAST DATE ON WHICH
THE COMPANY OR ANY AFFILIATE THEREOF WAS THE BENEFICIAL OWNER OF THIS SECURITY
(OR ANY PREDECESSOR HEREOF) THROUGH THE TIME PERIOD REFERRED TO IN RULE 144(K)
UNDER THE SECURITIES ACT, IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS SECURITY
EXCEPT (A) TO THE COMPANY OR ANY AFFILIATE THEREOF, (B) TO A QUALIFIED
INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT,
(C)
TO AN INSTITUTIONAL “ACCREDITED INVESTOR” THAT PRIOR TO SUCH TRANSFER FURNISHED
TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS
RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS SECURITY (THE FORM OF WHICH
LETTER CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH TRANSFER IS IN RESPECT
OF
AN AGGREGATE PRINCIPAL AMOUNT OF SECURITIES AT THE TIME OF TRANSFER OF LESS
THAN
$250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER
IS
IN COMPLIANCE WITH THE SECURITIES ACT, (D) OUTSIDE THE UNITED STATES IN
COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION
FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE)
OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT
AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY
IS
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
LEGEND. UNLESS THE COMPANY DETERMINES OTHERWISE IN ACCORDANCE WITH
APPLICABLE LAW, THIS LEGEND WILL BE REMOVED BY THE COMPANY (1) UPON REQUEST
OF
THE HOLDER, AFTER THE EXPIRATION OF THE TIME PERIOD REFERRED TO IN RULE 144(K)
UNDER THE SECURITIES ACT BEGINNING FROM THE LATER OF (A) THE 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.
MIDAMERICAN
ENERGY HOLDINGS COMPANY
6.50%
Senior Bonds due 2037
$[_____________]
No. [__]
CUSIP
No. [__________]
ISIN
No.
[__________]
MIDAMERICAN
ENERGY HOLDINGS COMPANY, a corporation organized under the laws of Iowa (herein
called the “
Company
,” which term includes any successor corporation under
the Indenture hereinafter referred to), for value received, hereby promises
to
pay to [name of registered owner or its registered assigns] the principal
sum of
[__________] Dollars (the “
Principal Amount
”) on September 15, 2037, and
to pay interest thereon from August 28, 2007, or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, semi-annually
on March 15 or September 15 in each year, commencing March 15, 2008, at the
rate
of 6.50% 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
6.50% 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
March 1 or September 1 (whether or not a Business Day), as the case may be,
immediately preceding such Interest Payment Date. Any such interest
not so punctually paid or duly provided for will forthwith cease to be payable
to the Person in whose name this Security (or one or more Predecessor
Securities) is registered on such Regular Record Date and may be paid to
the
Person in whose name this Security (or one or more Predecessor Securities)
is
registered at the close of business on a Special Record Date for the payment
of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall
be
given to Holders of Securities of this series not less than 10 days prior
to
such Special Record Date, or be paid at any time in any other lawful manner
not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture.
Payment
of the principal of (and premium, if any) and interest, if any, on this Security
will be made at any place of payment or at the office or agency of the Company
maintained for that purpose in the Borough of Manhattan, The City of New
York,
in such coin or currency of the United States as at the time of payment is
legal
tender for the payment of public and private debts,
provided
,
however
, that, payment of interest may be made by check mailed to
the
address of the Person entitled thereto as such address shall appear in the
Security Register. Payment of interest, if any, in respect of this
Security may also be made, in the case of a Holder of at least U.S. $1,000,000
aggregate principal amount of Securities, by wire transfer to a U.S. Dollar
account maintained by the Holder with a bank in the United States; provided
that
such Holder elects payment by wire transfer by giving written notice to the
Trustee or Paying Agent to such effect designating such account no later
than 15
days immediately preceding the relevant due date for payment (or such other
date
as the Trustee may accept in its discretion).
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.
IN
WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
MIDAMERICAN
ENERGY HOLDINGS COMPANY
Name:
Title:
Attest:
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.
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THE
BANK OF NEW YORK TRUST COMPANY, N.A.,
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as
Trustee
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Date:
__________
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By:
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Authorized
Signatory
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FORM
OF
REVERSE OF RESTRICTED DEFINITIVE SENIOR BOND DUE 2037
MIDAMERICAN
ENERGY HOLDINGS COMPANY
6.50%
Senior Bonds due 2037
1. GENERAL
This
Security is one of a duly authorized issue of Securities of the Company (the
“
Securities
”), issued and to be issued in one or more series under an
Indenture, dated as of October 4, 2002, between the Company and The Bank
of New
York, as trustee (as amended by Article IV of the Second Supplemental Indenture
thereto, dated as of May 16, 2003, between the Company and The Bank of New
York,
as trustee, 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 “Trustee”), and Article IV of the Fifth Supplemental
Indenture thereto, dated as of May 11, 2007, between the Company and the
Trustee, the “
Base Indenture
”), as supplemented by the Sixth Supplemental
Indenture, dated as of August 28, 2007 (together with the Base Indenture,
the
“
Indenture
”), between the Company and the Trustee, to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement
of
the respective rights, limitations of rights, duties and immunities thereunder
of the Company, the Trustee and the Holders of the Securities and of the
terms
upon which the Securities are, and are to be, authenticated and
delivered. Terms defined in the Indenture which are not defined
herein are used with the meanings assigned to them in the
Indenture. This Security is one of the series designated on the face
hereof.
2. OPTIONAL
REDEMPTION
The
Securities of this series are subject to redemption upon not less than 30
or
more than 60 days’ notice to the Holders of such Securities as provided in the
Indenture, at any time, as a whole or in part, at the election of the Company,
at a redemption price equal to the greater of: (i) 100% of the principal
amount
of the Securities of this series being redeemed or (ii) the sum of the present
values of the remaining scheduled payments of principal of and interest on
the
Securities of this series being redeemed discounted to the Redemption Date
on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months)
at
a discount rate equal to the Treasury Yield plus 25 basis points, plus, for
(i)
or (ii) above, whichever is applicable, accrued interest on the Securities
of
this series to the Redemption Date.
“
Treasury
Yield
” means, with respect to any Redemption Date, the rate per annum equal
to the semiannual equivalent yield to maturity of the Comparable Treasury
Issue,
assuming a price for the Comparable Treasury Issue (expressed as a percentage
of
its principal amount) equal to the Comparable Treasury Price for such Redemption
Date.
“
Comparable
Treasury Issue
” means the United States Treasury security selected by an
Independent Investment Banker as having a maturity comparable to the remaining
term of the Securities of this series to be redeemed that would be utilized,
at
the time of selection and in accordance with customary financial practice,
in
pricing new issues of corporate debt securities of comparable maturity to
the
remaining term of the Securities of this series.
“
Comparable
Treasury Price
” means, with respect to any Redemption Date, (i) the average
of the bid and asked prices for the Comparable Treasury Issue (expressed
in each
case as a percentage of its principal amount) on the third Business Day in
New
York City preceding such Redemption Date, as set forth in the daily statistical
release (or any successor release) published by the Federal Reserve Bank
of New
York and designated “Composite 3:30 p.m. Quotations for U.S. Government
Securities” or (ii) if such release (or any successor release) is not published
or does not contain such prices on such Business Day, the Reference Treasury
Dealer Quotation for such Redemption Date.
“
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.
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.
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.
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.
OPTION
OF
HOLDER TO ELECT PURCHASE
If
you
wish to elect to have all or any portion of the Securities purchased by the
Company pursuant to a Change of Control Offer made in accordance with Section
10.10 of the Base Indenture, check the applicable boxes:
I
wish to
have the Securities purchased by the Company:
o
in
whole
o
in
part
Amount
to
be
purchased: $________________
Dated:
__________________
Signature:____________________________
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(sign
exactly as your
name appears on the other side of this
Security)
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Guarantee:
______________________________
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(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
FORM
OF
FACE OF SENIOR EXCHANGE BOND DUE 2037
OR
PRIVATE EXCHANGE BOND DUE 2037
MIDAMERICAN
ENERGY HOLDINGS COMPANY
6.50%
Senior Bonds due 2037
$[_____________]
No. [__]
CUSIP
No. [_____________]
ISIN
No.
[_____________]
MIDAMERICAN
ENERGY HOLDINGS COMPANY, a corporation organized under the laws of Iowa (the
“
Company
,” which term includes any successor corporation under the
Indenture hereinafter referred to), for value received, hereby promises to
pay
to CEDE & Co., or registered assigns, the principal amount of [________]
Dollars (such Initial Principal Amount, as it may from time to time be adjusted
by endorsement on Schedule A hereto, is hereinafter referred to as the
“
Principal Amount
”) on September 15, 2037, and to pay interest thereon
from August 28, 2007, or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually on March 15 and
September 15 in each year, commencing March 15, 2008, at the rate of 6.50%
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 6.50% 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 March 1 or September 1 (whether or not a Business Day), as the case may
be,
immediately preceding such Interest Payment Date. Any such interest
not so punctually paid or duly provided for will forthwith cease to be payable
to the Person in whose name this Security (or one or more Predecessor
Securities) is registered on such Regular Record Date and may be paid to
the
Person in whose name this Security (or one or more Predecessor Securities)
is
registered at the close of business on a Special Record Date for the payment
of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall
be
given to Holders of Securities of this series not less than 10 days prior
to
such Special Record Date, or be paid at any time in any other lawful manner
not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture.
Payment
of the principal of (and premium, if any) and interest, if any, on this Security
will be made at any place of payment or at the office or agency of the Company
maintained for that purpose in the Borough of Manhattan, The City of New
York,
in such coin or currency of the United States as at the time of payment is
legal
tender for the payment of public and private debts,
provided
,
however
, that, payment of interest may be made by check mailed to
the
address of the Person entitled thereto as such address shall appear in the
Security Register. Payment of interest, if any, in respect of this
Security may also be made, in the case of a Holder of at least U.S. $1,000,000
aggregate principal amount of Securities, by wire transfer to a U.S. Dollar
account maintained by the Holder with a bank in the United States; provided
that
such Holder elects payment by wire transfer by giving written notice to the
Trustee or Paying Agent to such effect designating such account no later
than 15
days immediately preceding the relevant due date for payment (or such other
date
as the Trustee may accept in its discretion).
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.
IN
WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.
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MIDAMERICAN
ENERGY HOLDINGS
COMPANY
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By:
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Name:
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Title:
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Attest:
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.
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THE
BANK OF NEW YORK TRUST COMPANY, N.A.,
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as
Trustee
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Date:
________________
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By:
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Authorized
Signatory
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FORM
OF
REVERSE OF SENIOR EXCHANGE BOND DUE 2037
OR
SENIOR
PRIVATE EXCHANGE BOND DUE 2037
MIDAMERICAN
ENERGY HOLDINGS COMPANY
6.50%
Senior Bonds due 2037
1. GENERAL
This
Security is one of a duly authorized issue of Securities of the Company (the
“
Securities
”), issued and to be issued in one or more series under an
Indenture, dated as of October 4, 2002, between the Company and The Bank
of New
York, as trustee (as amended by Article IV of the Second Supplemental Indenture
thereto, dated as of May 16, 2003, between the Company and The Bank of New
York,
as trustee, 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 “Trustee”), and as amended and supplemented by the Fifth
Supplemental Indenture thereto, dated as of May 11, 2007, between the Company
and the Trustee, the “
Base Indenture
”), as supplemented by the Fifth
Supplemental Indenture, dated as of August 28, 2007 (together with the Base
Indenture, the “
Indenture
”), between the Company and the Trustee, to
which Indenture and all indentures supplemental thereto reference is hereby
made
for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. Terms defined in the Indenture which are
not defined herein are used with the meanings assigned to them in the
Indenture. This Security is one of the series designated on the face
hereof.
2. OPTIONAL
REDEMPTION
The
Securities of this series are subject to redemption upon not less than 30
or
more than 60 days’ notice to the Holders of such Securities as provided in the
Indenture, at any time, as a whole or in part, at the election of the Company,
at a redemption price equal to the greater of: (i) 100% of the principal
amount
of the Securities of this series being redeemed or (ii) the sum of the present
values of the remaining scheduled payments of principal of and interest on
the
Securities of this series being redeemed discounted to the Redemption Date
on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months)
at
a discount rate equal to the Treasury Yield plus 25 basis points, plus, for
(i)
or (ii) above, whichever is applicable, accrued interest on the Securities
of
this series to the Redemption Date.
“
Treasury
Yield
” means, with respect to any Redemption Date, the rate per annum equal
to the semiannual equivalent yield to maturity of the Comparable Treasury
Issue,
assuming a price for the Comparable Treasury Issue (expressed as a percentage
of
its principal amount) equal to the Comparable Treasury Price for such Redemption
Date.
“
Comparable
Treasury Issue
” means the United States Treasury security selected by an
Independent Investment Banker as having a maturity comparable to the remaining
term of the Securities of this series to be redeemed that would be utilized,
at
the time of selection and in accordance with customary financial practice,
in
pricing new issues of corporate debt securities of comparable maturity to
the
remaining term of the Securities of this series.
“
Comparable
Treasury Price
” means, with respect to any Redemption Date, (i) the average
of the bid and asked prices for the Comparable Treasury Issue (expressed
in each
case as a percentage of its principal amount) on the third Business Day
in New
York City preceding such Redemption Date, as set forth in the daily statistical
release (or any successor release) published by the Federal Reserve Bank
of New
York and designated “Composite 3:30 p.m. Quotations for U.S. Government
Securities” or (ii) if such release (or any successor release) is not published
or does not contain such prices on such Business Day, the Reference Treasury
Dealer Quotation for such Redemption Date.
“
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.
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 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
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.
OPTION
OF
HOLDER TO ELECT PURCHASE
If
you
wish to elect to have all or any portion of the Securities purchased by the
Company pursuant to a Change of Control Offer made in accordance with Section
10.10 of the Base Indenture, check the applicable boxes:
I
wish to
have the Securities purchased by the Company:
o
in
whole
o
in
part
Amount
to
be
purchased: $________________
Dated:
__________________
Signature:____________________________
|
|
(sign
exactly as your name appears on the other side of this
Security)
|
|
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