MIDAMERICAN ENERGY HOLDINGS CO /NEW/ (Form: 10-Q, Received: 08/02/2013 16:19:12)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2013

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ______ to _______



Commission File Number	Exact name of registrant as specified in its charter; State or other jurisdiction of incorporation or organization	IRS Employer Identification No.

001-14881	MIDAMERICAN ENERGY HOLDINGS COMPANY	94-2213782
	(An Iowa Corporation)
	666 Grand Avenue, Suite 500
	Des Moines, Iowa 50309-2580
	515-242-4300

	N/A



(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.



Large accelerated filer o	Accelerated filer o	Non-accelerated filer x	Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No x

All of the shares of common equity of MidAmerican Energy Holdings Company are privately held by a limited group of investors. As of July 31, 2013 , 74,609,001 shares of common stock were outstanding.

TABLE OF CONTENTS

PART I



Item 1.	Financial Statements	1
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	44
Item 4.	Controls and Procedures	44

PART II



Item 1.	Legal Proceedings	45
Item 1A.	Risk Factors	45
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	45
Item 3.	Defaults Upon Senior Securities	45
Item 4.	Mine Safety Disclosures	45
Item 5.	Other Information	45
Item 6.	Exhibits	45
Signatures		46
Exhibit Index		47

Definition of Abbreviations and Industry Terms

When used in Forward-Looking Statements, Part I - Items 2 through 4, and Part II - Items 1 through 6, the following terms have the definitions indicated.



MidAmerican Energy Holdings Company and Related Entities
MEHC		MidAmerican Energy Holdings Company
Company		MidAmerican Energy Holdings Company and its subsidiaries
PacifiCorp		PacifiCorp and its subsidiaries
MidAmerican Funding		MidAmerican Funding, LLC
MidAmerican Energy		MidAmerican Energy Company
Northern Natural Gas		Northern Natural Gas Company
Kern River		Kern River Gas Transmission Company
Northern Powergrid Holdings		Northern Powergrid Holdings Company
MidAmerican Energy Pipeline Group		Consists of Northern Natural Gas and Kern River
MidAmerican Renewables		Consists of CalEnergy Philippines and MidAmerican Renewables, LLC
CE Casecnan		CE Casecnan Water and Energy Company, Inc.
HomeServices		HomeServices of America, Inc. and its subsidiaries
ETT		Electric Transmission Texas, LLC
Utilities		PacifiCorp and MidAmerican Energy Company
Berkshire Hathaway		Berkshire Hathaway Inc. and its subsidiaries
Topaz		Topaz Solar Farms LLC
Topaz Project		550-megawatt solar project in California
Agua Caliente		Agua Caliente Solar, LLC
Agua Caliente Project		290-megawatt solar project in Arizona
Bishop Hill		Bishop Hill Energy II, LLC
Bishop Hill Project		81-megawatt wind-powered generating facility in Illinois
Pinyon Pines Projects		168-megawatt and 132-megawatt wind-powered generating facilities in California
Solar Star Funding		Solar Star Funding, LLC
Solar Star Projects		A combined 579-megawatt solar project in California (formerly Antelope Valley Projects)

Certain Industry Terms
AFUDC		Allowance for Funds Used During Construction
EPA		United States Environmental Protection Agency
FERC		Federal Energy Regulatory Commission
GHG		Greenhouse Gases
IPUC		Idaho Public Utilities Commission
IUB		Iowa Utilities Board
kV		Kilovolt
MW		Megawatts
OPUC		Oregon Public Utility Commission
REC		Renewable Energy Credit
UPSC		Utah Public Service Commission
WUTC		Washington Utilities and Transportation Commission
WPSC		Wyoming Public Service Commission

Forward-Looking Statements

This report contains statements that do not directly or exclusively relate to historical facts. These statements are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements can typically be identified by the use of forward-looking words, such as "will," "may," "could," "project," "believe," "anticipate," "expect," "estimate," "continue," "intend," "potential," "plan," "forecast" and similar terms. These statements are based upon the Company's current intentions, assumptions, expectations and beliefs and are subject to risks, uncertainties and other important factors. Many of these factors are outside the control of the Company and could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These factors include, among others:


•	general economic, political and business conditions, as well as changes in, and compliance with, laws and regulations, including reliability and safety standards, affecting the Company's operations or related industries;


•	changes in, and compliance with, environmental laws, regulations, decisions and policies that could, among other items, increase operating and capital costs, reduce facility output, accelerate facility retirements or delay facility construction or acquisition;


•	the outcome of rate cases and other proceedings conducted by regulatory commissions or other governmental and legal bodies and the Company's ability to recover costs in rates in a timely manner;


•	changes in economic, industry, competition or weather conditions, as well as demographic trends and new technologies, that could affect customer growth and usage, electricity and natural gas supply or the Company's ability to obtain long-term contracts with customers and suppliers;


•	a high degree of variance between actual and forecasted load or generation that could impact the Company's hedging strategy and the cost of balancing its generation resources with its retail load obligations;


•	performance and availability of the Company's facilities, including the impacts of outages and repairs, transmission constraints, weather, including wind, solar and hydroelectric conditions, and operating conditions;


•	changes in prices, availability and demand for wholesale electricity, coal, natural gas, other fuel sources and fuel transportation that could have a significant impact on generating capacity and energy costs;


•	the financial condition and creditworthiness of the Company's significant customers and suppliers;


•	changes in business strategy or development plans;


•	availability, terms and deployment of capital, including reductions in demand for investment-grade commercial paper, debt securities and other sources of debt financing and volatility in the London Interbank Offered Rate, the base interest rate for MEHC's and its subsidiaries' credit facilities;


•	changes in MEHC's and its subsidiaries' credit ratings;


•	risks relating to nuclear generation;


•	the impact of certain contracts used to mitigate or manage volume, price and interest rate risk, including increased collateral requirements, and changes in commodity prices, interest rates and other conditions that affect the fair value of certain contracts;


•	the impact of inflation on costs and the Company's ability to recover such costs in regulated rates;


•	increases in employee healthcare costs, including the implementation of the Affordable Care Act;


•	the impact of investment performance and changes in interest rates, legislation, healthcare cost trends, mortality and morbidity on pension and other postretirement benefits expense and funding requirements;


•	changes in the residential real estate brokerage and mortgage industries and regulations that could affect brokerage and mortgage transaction levels;


•	unanticipated construction delays, changes in costs, receipt of required permits and authorizations, ability to fund capital projects and other factors that could affect future facilities and infrastructure additions;


•	the availability and price of natural gas in applicable geographic regions and demand for natural gas supply;


•	the impact of new accounting guidance or changes in current accounting estimates and assumptions on the Company's consolidated financial results;


•	the Company's ability to successfully integrate future acquired operations into its business;

iii

•

the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreement entered into with NV Energy, Inc. ("NV Energy") or the failure to consummate the transaction, including due to the failure to receive the required NV Energy stockholder approval or required regulatory approvals, the taking of governmental action (including the passage of legislation) to block the transaction or the failure to satisfy other closing conditions;


•	actions taken or conditions imposed by governmental or other regulatory authorities in connection with the transaction with NV Energy;


•	other risks or unforeseen events, including the effects of storms, floods, fires, earthquakes, explosions, landslides, litigation, wars, terrorism, embargoes and other catastrophic events, including catastrophic events triggered by a breakdown or failure of the Company's operating assets; and


•	other business or investment considerations that may be disclosed from time to time in MEHC's filings with the United States Securities and Exchange Commission or in other publicly disseminated written documents.

Further details of the potential risks and uncertainties affecting the Company are described in MEHC's filings with the United States Securities and Exchange Commission, including Part II, Item 1A and other discussions contained in this Form 10-Q. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The foregoing factors should not be construed as exclusive.

PART I


Item 1.	Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

MidAmerican Energy Holdings Company

Des Moines, Iowa

We have reviewed the accompanying consolidated balance sheet of MidAmerican Energy Holdings Company and subsidiaries (the "Company") as of June 30, 2013 , and the related consolidated statements of operations and comprehensive income for the three-month and six-month periods ended June 30, 2013 and 2012 , and of changes in equity and cash flows for the six-month periods ended June 30, 2013 and 2012 . These interim financial statements are the responsibility of the Company's management.

We conducted our reviews in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made to such consolidated interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of MidAmerican Energy Holdings Company and subsidiaries as of December 31, 2012 , and the related consolidated statements of operations, comprehensive income, changes in equity, and cash flows for the year then ended (not presented herein); and in our report dated March 1, 2013 , we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2012 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/s/ Deloitte & Touche LLP

Des Moines, Iowa

August 2, 2013

MIDAMERICAN ENERGY HOLDINGS COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (Unaudited)

(Amounts in millions)



	As of
	June 30,		December 31,
	2013		2012
ASSETS
Current assets:
Cash and cash equivalents	$	892	$	776
Trade receivables, net	1,275		1,380
Income taxes receivable	20		336
Inventories	759		766
Other current assets	581		612
Total current assets	3,527		3,870

Property, plant and equipment, net	38,271		37,614
Goodwill	5,065		5,120
Regulatory assets	2,747		2,840
Investments and restricted cash and investments	3,636		2,392
Other assets	635		631

Total assets	$	53,881	$	52,467

The accompanying notes are an integral part of these consolidated financial statements.

MIDAMERICAN ENERGY HOLDINGS COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (Unaudited) (continued)

(Amounts in millions)



	As of
	June 30,			December 31,
	2013			2012
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	1,082		$	1,214
Accrued interest	352			330
Accrued property, income and other taxes	510			299
Accrued employee expenses	244			188
Short-term debt	47			887
Current portion of long-term debt	1,288			1,137
Other current liabilities	720			695
Total current liabilities	4,243			4,750

Regulatory liabilities	1,823			1,749
MEHC senior debt	4,371			4,621
Subsidiary debt	16,275			14,977
Deferred income taxes	8,159			7,903
Other long-term liabilities	2,486			2,557
Total liabilities	37,357			36,557

Commitments and contingencies (Note 11)

Equity:
MEHC shareholders' equity:
Common stock - 115 shares authorized, no par value, 75 shares issued and outstanding	—			—
Additional paid-in capital	5,423			5,423
Retained earnings	11,531			10,782
Accumulated other comprehensive loss, net	(568		)	(463		)
Total MEHC shareholders' equity	16,386			15,742
Noncontrolling interests	138			168
Total equity	16,524			15,910

Total liabilities and equity	$	53,881		$	52,467

The accompanying notes are an integral part of these consolidated financial statements.

MIDAMERICAN ENERGY HOLDINGS COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(Amounts in millions)



	Three-Month Periods						Six-Month Periods
	Ended June 30,						Ended June 30,
	2013			2012			2013			2012

Operating revenue:
Energy	$	2,484		$	2,319		$	5,270		$	4,957
Real estate	504			389			785			598
Total operating revenue	2,988			2,708			6,055			5,555

Operating costs and expenses:
Energy:
Cost of sales	840			750			1,804			1,692
Operating expense	683			674			1,351			1,300
Depreciation and amortization	381			357			765			705
Real estate	443			359			721			574
Total operating costs and expenses	2,347			2,140			4,641			4,271

Operating income	641			568			1,414			1,284

Other income (expense):
Interest expense	(294		)	(296		)	(584		)	(586		)
Capitalized interest	19			13			40			22
Allowance for equity funds	19			18			38			35
Other, net	24			2			40			21
Total other income (expense)	(232		)	(263		)	(466		)	(508		)

Income before income tax expense and equity income	409			305			948			776
Income tax expense	114			37			223			141
Equity income	26			19			40			31
Net income	321			287			765			666
Net income attributable to noncontrolling interests	10			5			16			9
Net income attributable to MEHC shareholders	$	311		$	282		$	749		$	657

The accompanying notes are an integral part of these consolidated financial statements.

MIDAMERICAN ENERGY HOLDINGS COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

(Amounts in millions)



	Three-Month Periods						Six-Month Periods
	Ended June 30,						Ended June 30,
	2013			2012			2013			2012

Net income	$	321		$	287		$	765		$	666

Other comprehensive income (loss), net of tax:
Unrecognized amounts on retirement benefits, net of tax of $3, $5, $19 and $3	10			16			57			11
Foreign currency translation adjustment	(1		)	(56		)	(213		)	29
Unrealized gains (losses) on available-for-sale securities, net of tax of $11, $(83), $31 and $(24)	17			(124		)	44			(35		)
Unrealized (losses) gains on cash flow hedges, net of tax of $(5), $9, $5 and $(2)	(9		)	12			7			(3		)
Total other comprehensive income (loss), net of tax	17			(152		)	(105		)	2

Comprehensive income	338			135			660			668
Comprehensive income attributable to noncontrolling interests	10			5			16			9
Comprehensive income attributable to MEHC shareholders	$	328		$	130		$	644		$	659

The accompanying notes are an integral part of these consolidated financial statements.

MIDAMERICAN ENERGY HOLDINGS COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Unaudited)

(Amounts in millions)



	MEHC Shareholders' Equity
								Accumulated
				Additional				Other
	Common			Paid-in		Retained		Comprehensive			Noncontrolling			Total
	Shares	Stock		Capital		Earnings		Loss, Net			Interests			Equity

Balance at December 31, 2011	75	$	—	$	5,423	$	9,310	$	(641	)	$	173		$	14,265
Net income	—	—		—		657		—			9			666
Other comprehensive income	—	—		—		—		2			—			2
Distributions	—	—		—		—		—			(13		)	(13		)
Balance at June 30, 2012	75	$	—	$	5,423	$	9,967	$	(639	)	$	169		$	14,920

Balance at December 31, 2012	75	$	—	$	5,423	$	10,782	$	(463	)	$	168		$	15,910
Net income	—	—		—		749		—			9			758
Other comprehensive loss	—	—		—		—		(105		)	—			(105		)
Distributions	—	—		—		—		—			(11		)	(11		)
Redemption of preferred securities of subsidiaries	—	—		—		—		—			(32		)	(32		)
Other equity transactions	—	—		—		—		—			4			4
Balance at June 30, 2013	75	$	—	$	5,423	$	11,531	$	(568	)	$	138		$	16,524

The accompanying notes are an integral part of these consolidated financial statements.

MIDAMERICAN ENERGY HOLDINGS COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(Amounts in millions)



	Six-Month Periods
	Ended June 30,
	2013			2012
Cash flows from operating activities:
Net income	$	765		$	666
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation and amortization	776			715
Allowance for equity funds	(38		)	(35		)
Deferred income taxes and amortization of investment tax credits	459			426
Other, net	3			4
Changes in other operating assets and liabilities, net of effects from acquisitions:
Trade receivables and other assets	121			117
Derivative collateral, net	28			13
Pension and other postretirement benefit plans	(36		)	(95		)
Accrued property, income and other taxes	484			641
Accounts payable and other liabilities	44			50
Net cash flows from operating activities	2,606			2,502

Cash flows from investing activities:
Capital expenditures	(1,783		)	(1,512		)
Increase in restricted cash and investments	(1,073		)	(315		)
Acquisitions, net of cash acquired	(14		)	(106		)
Equity method investments	(51		)	(264		)
Purchases of available-for-sale securities	(91		)	(66		)
Proceeds from sales of available-for-sale securities	81			57
Other, net	11			9
Net cash flows from investing activities	(2,920		)	(2,197		)

Cash flows from financing activities:
Proceeds from subsidiary debt	1,549			1,599
Repayments of subsidiary debt	(200		)	(426		)
Repayments of MEHC subordinated debt	—			(22		)
Net repayments of short-term debt	(841		)	(817		)
Other, net	(74		)	(45		)
Net cash flows from financing activities	434			289

Effect of exchange rate changes	(4		)	—

Net change in cash and cash equivalents	116			594
Cash and cash equivalents at beginning of period	776			286
Cash and cash equivalents at end of period	$	892		$	880

The accompanying notes are an integral part of these consolidated financial statements.

MIDAMERICAN ENERGY HOLDINGS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


(1)	General

MidAmerican Energy Holdings Company ("MEHC") is a holding company that owns subsidiaries principally engaged in energy businesses (collectively with its subsidiaries, the "Company"). MEHC is a consolidated subsidiary of Berkshire Hathaway Inc. ("Berkshire Hathaway").

The Company's operations are organized and managed as nine distinct platforms: PacifiCorp, MidAmerican Funding, LLC ("MidAmerican Funding") (which primarily consists of MidAmerican Energy Company ("MidAmerican Energy")), Northern Natural Gas Company ("Northern Natural Gas"), Kern River Gas Transmission Company ("Kern River"), Northern Powergrid Holdings Company ("Northern Powergrid Holdings") (which primarily consists of Northern Powergrid (Northeast) Limited and Northern Powergrid (Yorkshire) plc), MidAmerican Transmission, LLC (which owns a 50% interest in Electric Transmission Texas, LLC ("ETT") and Electric Transmission America, LLC), CalEnergy Philippines (which owns a majority interest in the Casecnan project in the Philippines), MidAmerican Renewables, LLC (which owns interests in independent power projects in the United States), and HomeServices of America, Inc. (collectively with its subsidiaries, "HomeServices"). Through these platforms, the Company owns an electric utility company in the Western United States, an electric and natural gas utility company in the Midwestern United States, two interstate natural gas pipeline companies in the United States, two electricity distribution companies in Great Britain, a 50% interest in electric transmission businesses, a diversified portfolio of independent power projects, the second largest residential real estate brokerage firm in the United States and the second largest residential real estate brokerage franchise network in the United States. Northern Natural Gas and Kern River have been aggregated in the reportable segment called MidAmerican Energy Pipeline Group, MidAmerican Renewables, LLC and CalEnergy Philippines have been aggregated in the reportable segment called MidAmerican Renewables and MidAmerican Transmission, LLC has been included in MEHC and Other.

The unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and the United States Securities and Exchange Commission's rules and regulations for Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the disclosures required by GAAP for annual financial statements. Management believes the unaudited Consolidated Financial Statements contain all adjustments (consisting only of normal recurring adjustments) considered necessary for the fair presentation of the Consolidated Financial Statements as of June 30, 2013 and for the three- and six-month periods ended June 30, 2013 and 2012 . The results of operations for the three- and six-month periods ended June 30, 2013 are not necessarily indicative of the results to be expected for the full year.

The preparation of the unaudited Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the unaudited Consolidated Financial Statements and the reported amounts of revenue and expenses during the period. Actual results may differ from the estimates used in preparing the unaudited Consolidated Financial Statements. Note 2 of Notes to Consolidated Financial Statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2012 describes the most significant accounting policies used in the preparation of the unaudited Consolidated Financial Statements. There have been no significant changes in the Company's assumptions regarding significant accounting estimates and policies during the six-month period ended June 30, 2013 .


(2)	New Accounting Pronouncements

In February 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2013-04, which amends FASB Accounting Standards Codification ("ASC") Topic 405, "Liabilities." The amendments in this guidance require an entity to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date as the amount the reporting entity agreed to pay plus any additional amounts the reporting entity expects to pay on behalf of its co-obligor. Additionally, the guidance requires the entity to disclose the nature and amount of the obligation, as well as other information about those obligations. This guidance is effective for interim and annual reporting periods beginning after December 15, 2013. The Company is currently evaluating the impact of adopting this guidance on its Consolidated Financial Statements.

In February 2013, the FASB issued ASU No. 2013-02, which amends FASB ASC Topic 220, "Comprehensive Income." The amendments in this guidance require an entity to provide information about the amounts reclassified out of accumulated other comprehensive income ("AOCI") by component. In addition, an entity is required to present, either on the face of the financial statements or in the notes, significant amounts reclassified out of AOCI by the respective line items of net income if the amount reclassified is required under GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required by GAAP that provide additional detail about those amounts. The Company adopted this guidance on January 1, 2013. The adoption of this guidance did not have a material impact on the Company's disclosures included within Notes to Consolidated Financial Statements.

In December 2011, the FASB issued ASU No. 2011-11, which amends FASB ASC Topic 210, "Balance Sheet." The amendments in this guidance require an entity to provide quantitative disclosures about offsetting financial instruments and derivative instruments. Additionally, this guidance requires qualitative and quantitative disclosures about master netting agreements or similar agreements when the financial instruments and derivative instruments are not offset. In January 2013, the FASB issued ASU No. 2013-01, which also amends FASB ASC Topic 210 to clarify that the scope of ASU No. 2011-11 only applies to derivative instruments, repurchase agreements, reverse purchase agreements and securities borrowing and securities lending transactions that are either being offset or are subject to an enforceable master netting arrangement or similar agreement. The Company adopted the guidance on January 1, 2013. The adoption of the guidance did not have a material impact on the Company's disclosures included within Notes to Consolidated Financial Statements.


(3)	NV Energy, Inc. Acquisition

On May 29, 2013, MEHC entered into an Agreement and Plan of Merger (the "Merger Agreement") whereby MEHC will acquire NV Energy, Inc. ("NV Energy") and NV Energy will become an indirect wholly owned subsidiary of MEHC. NV Energy is a holding company whose principal subsidiaries are Nevada Power Company ("Nevada Power") and Sierra Pacific Power Company ("Sierra") (together, the "Nevada Utilities"). The Nevada Utilities are public utilities that generate, transmit and distribute electric energy in Nevada and, in the case of Sierra, also provide natural gas service. As of December 31, 2012, NV Energy served 1.2 million electric customers and 0.2 million natural gas customers in its nearly 46,000 -square-mile service territory. As of December 31, 2012, NV Energy reported $12 billion of assets and almost 6,000 megawatts ("MW") of owned generating capacity. The Merger Agreement entitles NV Energy's common shareholders to receive $23.75 in cash for each share of NV Energy common stock issued and outstanding immediately prior to the effective time of the acquisition. The purchase price is estimated at $5.6 billion , and is subject to final determination of the outstanding shares at closing. MEHC's shareholders have committed to provide sufficient capital to fund the entire purchase price of NV Energy. MEHC expects to fund the acquisition by issuing $1.0 billion of MEHC common equity to its existing shareholders, $2.0 billion of MEHC senior debt and $2.6 billion of junior subordinated debentures to Berkshire Hathaway and its subsidiaries.

The acquisition has been approved by the board of directors of both NV Energy and MEHC, and is subject to customary closing conditions including the affirmative vote of holders of the majority of the outstanding shares of NV Energy's common stock and approvals from state regulatory and federal authorities. A special meeting of NV Energy's common shareholder's is expected to be held in Sept ember or October of 2013. MEHC and NV Energy filed a joint application with the Public Utilities Commission of Nevada ("PUCN") on July 17, 2013. On July 25, 2013, the PUCN scheduled a procedural conference to be held on August 28, 2013. The PUCN has 180 days from the application filing date to issue a final order on the joint application. MEHC and NV Energy filed an application with the Federal Energy Regulatory Commission on July 12, 2013 and expect to file the final application, which is related to the Federal Communications Commission license transfer, in the third quarter of 2013. On July 22, 2013, the United States Departmen t of Justice and the Federal Trade Commission granted early termination of the mandatory waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 satisfying a condition precedent to the Merger.

The Merger Agreement provides for certain termination rights for both NV Energy and MEHC. Upon termination of the Merger Agreement under certain circumstances, NV Energy may be obligated to pay MEHC a termination fee of $170 million .


(4)	Property, Plant and Equipment, Net

Property, plant and equipment, net consists of the following (in millions):



		As of
	Depreciable	June 30,			December 31,
	Life	2013			2012
Regulated assets:
Utility generation, distribution and transmission system	5-80 years	$	43,162		$	42,682
Interstate pipeline assets	3-80 years	6,357			6,354
		49,519			49,036
Accumulated depreciation and amortization		(15,760		)	(15,338		)
Regulated assets, net		33,759			33,698

Nonregulated assets:
Independent power plants	5-30 years	1,853			1,428
Other assets	3-30 years	458			432
		2,311			1,860
Accumulated depreciation and amortization		(618		)	(591		)
Nonregulated assets, net		1,693			1,269

Net operating assets		35,452			34,967
Construction work-in-progress		2,819			2,647
Property, plant and equipment, net		$	38,271		$	37,614

Construction work-in-progress includes $1.9 billion as of June 30, 2013 and December 31, 2012 related to the construction of regulated assets.


(5)	Investments and Restricted Cash and Investments

Investments and restricted cash and investments consists of the following (in millions):



	As of
	June 30,		December 31,
	2013		2012
Investments:
BYD Company Limited common stock	$	746	$	675
Rabbi trusts	317		313
Other	112		105
Total investments	1,175		1,093

Equity method investments:
Electric Transmission Texas, LLC	421		361
CE Generation, LLC	245		241
Bridger Coal Company	177		187
Agua Caliente Solar, LLC ⁽¹⁾	65		64
Other	79		71
Total equity method investments	987		924

Restricted cash and investments:
Solar Star and Topaz Projects	1,069		—
Quad Cities Station nuclear decommissioning trust funds	360		337
Other	119		154
Total restricted cash and investments	1,548		491

Total investments and restricted cash and investments	$	3,710	$	2,508

Reflected as:
Current assets	$	74	$	116
Noncurrent assets	3,636		2,392
Total investments and restricted cash and investments	$	3,710	$	2,508


(1)	As of June 30, 2013 and December 31, 2012 , the equity investment is net of investment tax credits totaling $186 million and $165 million , respectively.

Investments

MEHC's investment in BYD Company Limited common stock is accounted for as an available-for-sale security with changes in fair value recognized in AOCI. As of June 30, 2013 and December 31, 2012 , the fair value of MEHC's investment in BYD Company Limited common stock was $746 million and $675 million , respectively, which resulted in a pre-tax unrealized gain of $514 million and $443 million as of June 30, 2013 and December 31, 2012 , respectively.

Restricted Cash and Investments

As of June 30, 2013 , restricted cash and investments included $977 million restricted for construction of a combined 579-megawatt solar project in California ("Solar Star Projects") (formerly the Antelope Valley Projects) and $92 million restricted for construction of a 550-megawatt solar project in California ("Topaz Project").


(6)	Recent Financing Transactions

Long-Term Debt

In June 2013, Solar Star Funding, LLC issued $1.0 billion of its 5.375% Series A Senior Secured Notes. The principal of the notes amortizes beginning June 2016 with a final maturity in June 2035 . The net proceeds are being used to fund the costs related to the development, construction and financing of the Solar Star Projects. Until amounts are used to fund the costs of the Solar Star Projects, unused amounts will be invested or, in certain circumstances, loaned to MEHC. As of June 30, 2013 , no amounts were loaned to MEHC.

In June 2013, PacifiCorp issued $300 million of its 2.95% First Mortgage Bonds due June 2023 . The net proceeds are being used to fund capital expenditures and for general corporate purposes.

In April 2013, Topaz issued $250 million of its 4.875% Series B Senior Secured Notes. The principal of the notes amortizes beginning September 2015 with a final maturity in September 2039 . The net proceeds are being used to fund the costs related to the development, construction and financing of the Topaz Project. Until amounts are used to fund the costs of the Topaz Project, unused amounts will be invested or, in certain circumstances, loaned to MEHC. As of June 30, 2013 , no amounts were loaned to MEHC.

Credit Facilities

In June 2013, MEHC terminated its $479 million revolving credit facility expiring in July 2013 .

In March 2013, PacifiCorp replaced its $630 million unsecured revolving credit facility, which had been set to expire in July 2013 with a $600 million unsecured revolving credit facility expiring in March 2018 . The new credit facility, which supports PacifiCorp's commercial paper program, certain series of its tax-exempt bond obligations and provides for the issuance of letters of credit, has a variable interest rate based on the London Interbank Offered Rate ("LIBOR") or a base rate, at PacifiCorp's option, plus a spread that varies based on PacifiCorp's credit ratings for its senior unsecured long-term debt securities. As of June 30, 2013 , PacifiCorp had no borrowings outstanding under this credit facility. The credit facility requires that PacifiCorp's ratio of consolidated debt, including current maturities, to total capitalization not exceed 0.65 to 1.0 as of the last day of each quarter. As of June 30, 2013 , $270 million of letters of credit were issued under this credit agreement to support variable-rate tax-exempt bond obligations. These letters of credit were previously issued under the credit facility that was replaced.

In March 2013, PacifiCorp obtained $289 million of letters of credit to support variable-rate tax-exempt bond obligations. These letters of credit expire through March 2015 and replaced certain letters of credit previously issued under one of the revolving credit facilities.

As of December 31, 2012, PacifiCorp had $68 million of tax-exempt bond obligations with fixed interest rates, ranging from 3.90% to 4.13% , scheduled to reset to variable or fixed interest rates in June 2013. In June 2013, $17 million of these tax-exempt bond obligations were redeemed and retired prior to their scheduled 2014 maturity date. The interest rates for the remaining $51 million , with maturity dates ranging from 2014 to 2025 , were reset to variable interest rates with a weighted average interest rate of 0.25% as of June 30, 2013 .

In March 2013, MidAmerican Energy replaced its $530 million unsecured revolving credit facility, which had been set to expire in July 2013 with a $600 million unsecured revolving credit facility expiring in March 2018 . The new credit facility, which supports MidAmerican Energy's commercial paper program and its variable-rate tax-exempt bond obligations and provides for the issuance of letters of credit, has a variable interest rate based on LIBOR or a base rate, at MidAmerican Energy's option, plus a spread that varies based on MidAmerican Energy's credit ratings for its senior unsecured long-term debt securities. As of June 30, 2013 , MidAmerican Energy had no borrowings outstanding under this credit facility. The credit facility requires that MidAmerican Energy's ratio of consolidated debt, including current maturities, to total capitalization not exceed 0.65 to 1.0 as of the last day of each quarter.


(7)	Income Taxes

A reconciliation of the federal statutory income tax rate to the effective income tax rate applicable to income before income tax expense is as follows:



	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2013		2012		2013		2012

Federal statutory income tax rate	35	%	35	%	35	%	35	%
Income tax credits	(6	)	(14	)	(10	)	(12	)
State income tax, net of federal income tax benefit	2		(1	)	2		—
Income tax effect of foreign income	(3	)	(3	)	(3	)	(3	)
Equity income	2		2		2		1
Income tax method change	—		(5	)	—		(2	)
Effects of ratemaking	(1	)	—		(1	)	(1	)
Other, net	(1	)	(2	)	(1	)	—
Effective income tax rate	28	%	12	%	24	%	18	%

Income tax credits relate primarily to production tax credits earned by wind-powered generating facilities owned by MidAmerican Energy, PacifiCorp and Bishop Hill Energy II, LLC. Federal renewable electricity production tax credits are earned as energy from qualifying wind-powered generating facilities is produced and sold and are based on a per-kilowatt hour rate pursuant to the applicable federal income tax law. Wind-powered generating facilities are eligible for the credits for 10 years from the date the qualifying generating facilities were placed in service.

Earnings for the three- and six-month periods ended June 30, 2012 , reflect $16 million of federal income tax benefits recognized in connection with an income tax method change for income tax years prior to 2012. MidAmerican Energy changed the method by which it determines current income tax deductions for repair costs related to its regulated utility electric transmission and distribution assets based on guidance published by the Internal Revenue Service. Application of this guidance results in current deductibility for those costs, which are capitalized for book purposes. MidAmerican Energy retroactively applied the method change, deducted amounts related to prior years' costs on its 2011 tax return and recognized the change in the second quarter of 2012. State utility rate regulation in Iowa requires the tax effect of certain temporary differences be flowed through immediately to customers. Therefore, certain deferred amounts that would otherwise have been recognized in income tax expense have been included as changes in regulatory assets.

Berkshire Hathaway includes the Company in its United States federal income tax return. For the six-month periods ended June 30, 2013 and 2012 , the Company received net cash payments for income taxes from Berkshire Hathaway totaling $737 million and $977 million , respectively.


(8)	Employee Benefit Plans

Domestic Operations

Net periodic benefit cost for the domestic pension and other postretirement benefit plans included the following components (in millions):



	Three-Month Periods						Six-Month Periods
	Ended June 30,						Ended June 30,
	2013			2012			2013			2012
Pension:
Service cost	$	6		$	7		$	12		$	13
Interest cost	21			24			43			48
Expected return on plan assets	(29		)	(30		)	(59		)	(59		)
Net amortization	14			9			29			19
Net periodic benefit cost	$	12		$	10		$	25		$	21

Other postretirement:
Service cost	$	3		$	2		$	6		$	5
Interest cost	9			9			17			18
Expected return on plan assets	(12		)	(10		)	(22		)	(21		)
Net amortization	2			(1		)	3			—
Net periodic benefit cost	$	2		$	—		$	4		$	2

Employer contributions to the domestic pension and other postretirement benefit plans are expected to be $72 million and $13 million , respectively, during 2013 . As of June 30, 2013 , $50 million and $4 million of contributions had been made to the domestic pension and other postretirement benefit plans, respectively.

Foreign Operations

Net periodic benefit cost for the United Kingdom pension plan included the following components (in millions):



	Three-Month Periods						Six-Month Periods
	Ended June 30,						Ended June 30,
	2013			2012			2013			2012

Service cost	$	6		$	5		$	11		$	10
Interest cost	21			22			42			43
Expected return on plan assets	(25		)	(27		)	(50		)	(53		)
Net amortization	13			8			27			22
Net periodic benefit cost	$	15		$	8		$	30		$	22

Employer contributions to the United Kingdom pension plan are expected to be £51 million during 2013 . As of June 30, 2013 , £26 million , or $39 million , of contributions had been made to the United Kingdom pension plan.


(9)	Risk Management and Hedging Activities

The Company is exposed to the impact of market fluctuations in commodity prices, interest rates and foreign currency exchange rates. The Company is principally exposed to electricity, natural gas, coal and fuel oil commodity price risk primarily through MEHC's ownership of PacifiCorp and MidAmerican Energy (the "Utilities") as they have an obligation to serve retail customer load in their regulated service territories. MidAmerican Energy also provides nonregulated retail electricity and natural gas services in competitive markets. The Utilities' load and generating facilities represent substantial underlying commodity positions. Exposures to commodity prices consist mainly of variations in the price of fuel required to generate electricity, wholesale electricity that is purchased and sold, and natural gas supply for retail customers. Commodity prices are subject to wide price swings as supply and demand are impacted by, among many other unpredictable items, weather, market liquidity, generating facility availability, customer usage, storage, and transmission and transportation constraints. Interest rate risk exists on variable-rate debt and future debt issuances. Additionally, the Company is exposed to foreign currency exchange rate risk from its business operations and investments in Great Britain. The Company does not engage in a material amount of proprietary trading activities.

Each of the Company's business platforms has established a risk management process that is designed to identify, assess, monitor, report, manage and mitigate each of the various types of risk involved in its business. To mitigate a portion of its commodity price risk, the Company uses commodity derivative contracts, which may include forwards, futures, options, swaps and other agreements, to effectively secure future supply or sell future production generally at fixed prices. The Company manages its interest rate risk by limiting its exposure to variable interest rates primarily through the issuance of fixed-rate long-term debt and by monitoring market changes in interest rates. Additionally, the Company may from time to time enter into interest rate derivative contracts, such as interest rate swaps or locks, to mitigate the Company's exposure to interest rate risk. The Company does not hedge all of its commodity price, interest rate and foreign currency exchange rate risks, thereby exposing the unhedged portion to changes in market prices.

There have been no significant changes in the Company's accounting policies related to derivatives. Refer to Note 10 for additional information on derivative contracts.

The following table, which reflects master netting arrangements and excludes contracts that have been designated as normal under the normal purchases or normal sales exception afforded by GAAP, summarizes the fair value of the Company's derivative contracts, on a gross basis, and reconciles those amounts to the amounts presented on a net basis on the Consolidated Balance Sheets (in millions):



	Other						Other			Other
	Current			Other			Current			Long-term
	Assets			Assets			Liabilities			Liabilities			Total
As of June 30, 2013
Not designated as hedging contracts:
Commodity assets ⁽¹⁾	$	26		$	30		$	24		$	1		$	81
Commodity liabilities ⁽¹⁾	(17		)	(1		)	(125		)	(83		)	(226		)
Interest rate assets	—			2			—			—			2
Total	9			31			(101		)	(82		)	(143		)

Designated as hedging contracts:
Commodity assets	—			(1		)	2			1			2
Commodity liabilities	—			—			(18		)	(10		)	(28		)
Interest rate assets	—			4			—			—			4
Interest rate liabilities	—			—			(5		)	—			(5		)
Total	—			3			(21		)	(9		)	(27		)

Total derivatives	9			34			(122		)	(91		)	(170		)
Cash collateral receivable	—			—			35			—			35
Total derivatives - net basis	$	9		$	34		$	(87	)	$	(91	)	$	(135	)



	Other						Other			Other
	Current			Other			Current			Long-term
	Assets			Assets			Liabilities			Liabilities			Total
As of December 31, 2012
Not designated as hedging contracts:
Commodity assets ⁽¹⁾	$	30		$	34		$	25		$	3		$	92
Commodity liabilities ⁽¹⁾	(14		)	(2		)	(177		)	(102		)	(295		)
Interest rate liabilities	—			—			—			(1		)	(1		)
Total	16			32			(152		)	(100		)	(204		)

Designated as hedging contracts:
Commodity assets	1			—			1			1			3
Commodity liabilities	(1		)	—			(22		)	(12		)	(35		)
Interest rate liabilities	—			—			(5		)	(7		)	(12		)
Total	—			—			(26		)	(18		)	(44		)

Total derivatives	16			32			(178		)	(118		)	(248		)
Cash collateral receivable	—			—			62			—			62
Total derivatives - net basis	$	16		$	32		$	(116	)	$	(118	)	$	(186	)


(1)	The Company's commodity derivatives not designated as hedging contracts are generally included in regulated rates, and as of June 30, 2013 and December 31, 2012 , a net regulatory asset of $172 million and $235 million , respectively, was recorded related to the net derivative liability of $145 million and $203 million , respectively.

Not Designated as Hedging Contracts

The following table reconciles the beginning and ending balances of the Company's net regulatory assets and summarizes the pre-tax gains and losses on commodity derivative contracts recognized in net regulatory assets, as well as amounts reclassified to earnings (in millions):



	Three-Month Periods						Six-Month Periods
	Ended June 30,						Ended June 30,
	2013			2012			2013			2012

Beginning balance	$	174		$	415		$	235		$	400
Changes in fair value recognized in net regulatory assets	13			3			(6		)	73
Net (losses) gains reclassified to operating revenue	(2		)	12			2			41
Net losses reclassified to cost of sales	(13		)	(73		)	(59		)	(157		)
Ending balance	$	172		$	357		$	172		$	357

Designated as Hedging Contracts

The Company uses commodity derivative contracts accounted for as cash flow hedges to hedge electricity and natural gas commodity prices for delivery to nonregulated customers, spring operational sales, natural gas storage and other transactions. The following table reconciles the beginning and ending balances of the Company's accumulated other comprehensive loss (pre-tax) and summarizes pre-tax gains and losses on commodity derivative contracts designated and qualifying as cash flow hedges recognized in other comprehensive income ("OCI"), as well as amounts reclassified to earnings (in millions):



	Three-Month Periods						Six-Month Periods
	Ended June 30,						Ended June 30,
	2013			2012			2013			2012

Beginning balance	$	2		$	71		$	32		$	46
Changes in fair value recognized in OCI	25			(8		)	—			30
Net losses reclassified to cost of sales	(1		)	(14		)	(6		)	(27		)
Ending balance	$	26		$	49		$	26		$	49

Certain derivative contracts, principally interest rate locks, have settled and the fair value at the date of settlement remains in AOCI and is recognized in earnings when the forecasted transactions impact earnings. Realized gains and losses on hedges and hedge ineffectiveness are recognized in income as operating revenue, cost of sales, operating expense or interest expense depending upon the nature of the item being hedged. For the three- and six-month periods ended June 30, 2013 and 2012 , hedge ineffectiveness was insignificant. As of June 30, 2013 , the Company had cash flow hedges with expiration dates extending through December 2019 and $16 million of pre-tax unrealized losses are forecasted to be reclassified from AOCI into earnings over the next twelve months as contracts settle.

Derivative Contract Volumes

The following table summarizes the net notional amounts of outstanding derivative contracts with fixed price terms that comprise the mark-to-market values as of (in millions):



	Unit of	June 30,		December 31,
	Measure	2013		2012
Electricity sales	Megawatt hours	(1	)	(1	)
Natural gas purchases	Decatherms	103		130
Fuel purchases	Gallons	8		16
Interest rate swaps	US$	458		470

Credit Risk

The Utilities extend unsecured credit to other utilities, energy marketing companies, financial institutions and other market participants in conjunction with their wholesale energy supply and marketing activities. Credit risk relates to the risk of loss that might occur as a result of nonperformance by counterparties on their contractual obligations to make or take delivery of electricity, natural gas or other commodities and to make financial settlements of these obligations. Credit risk may be concentrated to the extent that one or more groups of counterparties have similar economic, industry or other characteristics that would cause their ability to meet contractual obligations to be similarly affected by changes in market or other conditions. In addition, credit risk includes not only the risk that a counterparty may default due to circumstances relating directly to it, but also the risk that a counterparty may default due to circumstances involving other market participants that have a direct or indirect relationship with the counterparty.

The Utilities analyze the financial condition of each significant wholesale counterparty before entering into any transactions, establish limits on the amount of unsecured credit to be extended to each counterparty and evaluate the appropriateness of unsecured credit limits on an ongoing basis. To mitigate exposure to the financial risks of wholesale counterparties, the Utilities enter into netting and collateral arrangements that may include margining and cross-product netting agreements and obtain third-party guarantees, letters of credit and cash deposits. Counterparties may be assessed fees for delayed payments. If required, the Utilities exercise rights under these arrangements, including calling on the counterparty's credit support arrangement.

MidAmerican Energy also has potential indirect credit exposure to other market participants in the regional transmission organization ("RTO") markets where it actively participates, including the Midcontinent Independent System Operator, Inc. and the PJM Interconnection, L.L.C. In the event of a default by a RTO market participant on its market-related obligations, losses are allocated among all other market participants in proportion to each participant's share of overall market activity during the period of time the loss was incurred, diversifying MidAmerican Energy's exposure to credit losses from individual participants. Transactional activities of MidAmerican Energy and other participants in organized RTO markets are governed by credit policies specified in each respective RTO's governing tariff or related business practices. Credit policies of RTO's, which have been developed through extensive stakeholder participation, generally seek to minimize potential loss in the event of a market participant default without unnecessarily inhibiting access to the marketplace. MidAmerican Energy's share of historical losses from defaults by other RTO market participants has not been material.

Collateral and Contingent Features

In accordance with industry practice, certain wholesale derivative contracts contain provisions that require certain of MEHC's subsidiaries, principally the Utilities, to maintain specific credit ratings from one or more of the major credit rating agencies on their unsecured debt. These derivative contracts may either specifically provide bilateral rights to demand cash or other security if credit exposures on a net basis exceed specified rating-dependent threshold levels ("credit-risk-related contingent features") or provide the right for counterparties to demand "adequate assurance" in the event of a material adverse change in the subsidiary's creditworthiness. These rights can vary by contract and by counterparty. As of June 30, 2013 , these subsidiaries' credit ratings from the three recognized credit rating agencies were investment grade.

The aggregate fair value of the Company's derivative contracts in liability positions with specific credit-risk-related contingent features totaled $233 million and $306 million as of June 30, 2013 and December 31, 2012 , respectively, for which the Company had posted collateral of $32 million and $56 million , respectively, in the form of cash deposits and letters of credit. If all credit-risk-related contingent features for derivative contracts in liability positions had been triggered as of June 30, 2013 and December 31, 2012 , the Company would have been required to post $167 million and $214 million , respectively, of additional collateral. The Company's collateral requirements could fluctuate considerably due to market price volatility, changes in credit ratings, changes in legislation or regulation, or other factors.


(10)	Fair Value Measurements

The carrying value of the Company's cash, certain cash equivalents, receivables, payables, accrued liabilities and short-term borrowings approximates fair value because of the short-term maturity of these instruments. The Company has various financial assets and liabilities that are measured at fair value on the Consolidated Financial Statements using inputs from the three levels of the fair value hierarchy. A financial asset or liability classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The three levels are as follows:


•	Level 1 — Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

•

Level 2 — Inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).


•	Level 3 — Unobservable inputs reflect the Company's judgments about the assumptions market participants would use in pricing the asset or liability since limited market data exists. The Company develops these inputs based on the best information available, including its own data.

The following table presents the Company's assets and liabilities recognized on the Consolidated Balance Sheets and measured at fair value on a recurring basis (in millions):



	Input Levels for Fair Value Measurements
	Level 1			Level 2			Level 3			Other ⁽¹⁾			Total
As of June 30, 2013
Assets:
Commodity derivatives	$	1		$	46		$	36		$	(46	)	$	37
Interest rate derivatives	—			6			—			—			6
Money market mutual funds ⁽²⁾	1,868			—			—			—			1,868
Debt securities:
United States government obligations	118			—			—			—			118
International government obligations	—			1			—			—			1
Corporate obligations	—			31			—			—			31
Municipal obligations	—			2			—			—			2
Agency, asset and mortgage-backed obligations	—			2			—			—			2
Auction rate securities	—			—			42			—			42
Equity securities:
United States companies	202			—			—			—			202
International companies	749			—			—			—			749
Investment funds	77			—			—			—			77
	$	3,015		$	88		$	78		$	(46	)	$	3,135
Liabilities:
Commodity derivatives	$	(5	)	$	(240	)	$	(9	)	$	81		$	(173	)
Interest rate derivatives	—			(5		)	—			—			(5		)
	$	(5	)	$	(245	)	$	(9	)	$	81		$	(178	)



	Input Levels for Fair Value Measurements
	Level 1			Level 2			Level 3			Other ⁽¹⁾			Total
As of December 31, 2012
Assets:
Commodity derivatives	$	1		$	55		$	39		$	(47	)	$	48
Money market mutual funds ⁽²⁾	589			—			—			—			589
Debt securities:
United States government obligations	104			—			—			—			104
International government obligations	—			1			—			—			1
Corporate obligations	—			32			—			—			32
Municipal obligations	—			4			—			—			4
Agency, asset and mortgage-backed obligations	—			6			—			—			6
Auction rate securities	—			—			41			—			41
Equity securities:
United States companies	187			—			—			—			187
International companies	677			—			—			—			677
Investment funds	71			—			—			—			71
	$	1,629		$	98		$	80		$	(47	)	$	1,760
Liabilities:
Commodity derivatives	$	(10	)	$	(313	)	$	(7	)	$	109		$	(221	)
Interest rate derivatives	—			(13		)	—			—			(13		)
	$	(10	)	$	(326	)	$	(7	)	$	109		$	(234	)


(1)	Represents netting under master netting arrangements and a net cash collateral receivable of $35 million and $62 million as of June 30, 2013 and December 31, 2012 , respectively.


(2)	Amounts are included in cash and cash equivalents; other current assets; and noncurrent investments and restricted cash and investments on the Consolidated Balance Sheets. The fair value of these money market mutual funds approximates cost.

Derivative contracts are recorded on the Consolidated Balance Sheets as either assets or liabilities and are stated at estimated fair value unless they are designated as normal purchases or normal sales and qualify for the exception afforded by GAAP. When available, the fair value of derivative contracts is estimated using unadjusted quoted prices for identical contracts in the market in which the Company transacts. When quoted prices for identical contracts are not available, the Company uses forward price curves. Forward price curves represent the Company's estimates of the prices at which a buyer or seller could contract today for delivery or settlement at future dates. The Company bases its forward price curves upon market price quotations, when available, or internally developed and commercial models, with internal and external fundamental data inputs. Market price quotations are obtained from independent brokers, exchanges, direct communication with market participants and actual transactions executed by the Company. Market price quotations are generally readily obtainable for the applicable term of the Company's outstanding derivative contracts; therefore, the Company's forward price curves reflect observable market quotes. Market price quotations for certain electricity and natural gas trading hubs are not as readily obtainable due to the length of the contract. Given that limited market data exists for these contracts, as well as for those contracts that are not actively traded, the Company uses forward price curves derived from internal models based on perceived pricing relationships to major trading hubs that are based on unobservable inputs. The estimated fair value of these derivative contracts is a function of underlying forward commodity prices, interest rates, currency rates, related volatility, counterparty creditworthiness and duration of contracts. Refer to Note 9 for further discussion regarding the Company's risk management and hedging activities.

The Company's investments in money market mutual funds and debt and equity securities are accounted for as available-for-sale securities and are stated at fair value. When available, a readily observable quoted market price or net asset value of an identical security in an active market is used to record the fair value. In the absence of a quoted market price or net asset value of an identical security, the fair value is determined using pricing models or net asset values based on observable market inputs and quoted market prices of securities with similar characteristics. The fair value of the Company's investments in auction rate securities, where there is no current liquid market, is determined using pricing models based on available observable market data and the Company's judgment about the assumptions, including liquidity and nonperformance risks, which market participants would use when pricing the asset.

The following table reconciles the beginning and ending balances of the Company's assets and liabilities measured at fair value on a recurring basis using significant Level 3 inputs (in millions):



	Three-Month Periods					Six-Month Periods
	Ended June 30,					Ended June 30,
				Auction					Auction
	Commodity			Rate		Commodity			Rate
	Derivatives			Securities		Derivatives			Securities
2013:
Beginning balance	$	36		$	42	$	32		$	41
Changes included in earnings	(5		)	—		4			—
Changes in fair value recognized in other comprehensive income	(2		)	—		(5		)	1
Changes in fair value recognized in net regulatory assets	1			—		2			—
Purchases	—			—		2			—
Settlements	(3		)	—		(8		)	—
Ending balance	$	27		$	42	$	27		$	42



	Three-Month Periods					Six-Month Periods
	Ended June 30,					Ended June 30,
				Auction					Auction
	Commodity			Rate		Commodity			Rate
	Derivatives			Securities		Derivatives			Securities
2012:
Beginning balance	$	25		$	36	$	23		$	35
Changes included in earnings	(1		)	—		9			—
Changes in fair value recognized in other comprehensive income	6			—		3			2
Changes in fair value recognized in net regulatory assets	(6		)	—		3			—
Sales	—			—		—			(1		)
Settlements	(7		)	—		(21		)	—
Ending balance	$	17		$	36	$	17		$	36

The Company's long-term debt is carried at cost on the Consolidated Financial Statements. The fair value of the Company's long-term debt is a Level 2 fair value measurement and has been estimated based upon quoted market prices, where available, or at the present value of future cash flows discounted at rates consistent with comparable maturities with similar credit risks. The carrying value of the Company's variable-rate long-term debt approximates fair value because of the frequent repricing of these instruments at market rates. The following table presents the carrying value and estimated fair value of the Company's long-term debt (in millions):



	As of June 30, 2013				As of December 31, 2012
	Carrying		Fair		Carrying		Fair
	Value		Value		Value		Value

Long-term debt	$	21,934	$	24,576	$	20,735	$	24,924


(11)	Commitments and Contingencies

Legal Matters

The Company is party to a variety of legal actions arising out of the normal course of business. Plaintiffs occasionally seek punitive or exemplary damages. The Company does not believe that such normal and routine litigation will have a material impact on its consolidated financial results. The Company is also involved in other kinds of legal actions, some of which assert or may assert claims or seek to impose fines, penalties and other costs in substantial amounts and are described below.

USA Power

In October 2005, prior to MEHC's ownership of PacifiCorp, PacifiCorp was added as a defendant to a lawsuit originally filed in February 2005 in the Third District Court of Salt Lake County, Utah ("Third District Court") by USA Power, LLC, USA Power Partners, LLC and Spring Canyon Energy, LLC (collectively, the "Plaintiff"). The Plaintiff's complaint alleged that PacifiCorp misappropriated confidential proprietary information in violation of Utah's Uniform Trade Secrets Act and accused PacifiCorp of breach of contract and related claims in regard to the Plaintiff's 2002 and 2003 proposals to build a natural gas-fueled generating facility in Juab County, Utah. In October 2007, the Third District Court granted PacifiCorp's motion for summary judgment on all counts and dismissed the Plaintiff's claims in their entirety. In February 2008, the Plaintiff filed a petition requesting consideration by the Utah Supreme Court. In May 2010, the Utah Supreme Court reversed summary judgment and remanded the case back to the Third District Court for further consideration, which led to a trial that began in April 2012. In May 2012, the jury reached a verdict in favor of the Plaintiff on its claims. The jury awarded damages to the Plaintiff for breach of contract and misappropriation of a trade secret in the amounts of $18 million for actual damages and $113 million for unjust enrichment. In May 2012, the Plaintiff filed a motion seeking exemplary damages. Under the Utah Uniform Trade Secrets law, the judge may award exemplary damages in an additional amount not to exceed twice the original award. The Plaintiff also filed a motion to seek recovery of attorneys' fees in an amount equal to 40% of all amounts ultimately awarded in the case. In October 2012, PacifiCorp filed post-trial motions for a judgment notwithstanding the verdict and a new trial (collectively, "PacifiCorp's post-trial motions"). The trial judge stayed briefing on the Plaintiff's motions, pending resolution of PacifiCorp's post-trial motions. As a result of a hearing in December 2012, the trial judge denied PacifiCorp's post-trial motions with the exception of reducing the aggregate amount of damages to $113 million . In January 2013, the Plaintiff filed a motion for prejudgment interest. In the first quarter of 2013, PacifiCorp filed its responses to the Plaintiff's post-trial motions for exemplary damages, attorneys' fees and prejudgment interest. An initial judgment was entered in April 2013 in which the trial judge denied the Plaintiff's motions for exemplary damages and prejudgment interest and ruled that PacifiCorp must pay the Plaintiff's attorneys' fees based on applying a reasonable rate to hours worked rather than the Plaintiff's request for an amount equal to 40% of all amounts ultimately awarded. In May 2013, a final judgment was entered against PacifiCorp in the amount of $115 million , which includes the $113 million of aggregate damages previously awarded and amounts awarded for the Plaintiff's attorneys' fees. The final judgment also ordered that postjudgment interest accrue beginning as of the date of the April 2013 initial judgment. In May 2013, PacifiCorp posted a surety bond issued by a subsidiary of Berkshire Hathaway to secure its estimated obligation.

Both PacifiCorp and the Plaintiff filed appeals with the Utah Supreme Court. PacifiCorp strongly disagrees with the jury's verdict and plans to vigorously pursue all appellate measures. The appeals are awaiting a briefing schedule to be set by the Utah Supreme Court. As of June 30, 2013 , PacifiCorp had accrued $115 million for the final judgment and postjudgment interest, and believes the likelihood of any additional material loss is remote; however, any additional awards against PacifiCorp could also have a material effect on the consolidated financial results. Any payment of damages will be at the end of the appeals process, which could take as long as several years.

Commitments

Subsidiaries of Solar Star Funding, LLC are constructing the Solar Star Projects in California, which is expected to be placed in service in phases through 2015. In conjunction with Solar Star Funding, LLC's $1.0 billion issuance of its 5.375% Series A Senior Secured Notes, MEHC has committed to provide Solar Star Funding, LLC and its subsidiaries with equity to fund the costs of the Solar Star Projects in an amount up to $2.75 billion less, among other things, the gross proceeds of long-term debt issuances, project revenue prior to completion and the total equity contributions made by MEHC. This commitment replaced a previous equity commitment that was in place. As of June 30, 2013, the remaining commitment is $1.75 billion . If MEHC does not maintain a minimum credit rating from two of the following three ratings agencies of at least BBB- from Standard & Poor's Ratings Services or Fitch Ratings or Baa3 from Moody's Investors Service, MEHC's obligations under the equity commitment agreement would be supported by cash collateral or a letter of credit issued by a financial institution that meets certain minimum criteria specified in the financing documents. Upon reaching the final commercial operation date of the Solar Star Projects, MEHC will have no further obligation to make any equity contribution and any unused equity contribution obligations will be canceled.

In May 2013, MidAmerican Energy filed with the Iowa Utilities Board ("IUB") an application for ratemaking principles to construct up to 1,050 megawatts (nominal ratings) of additional wind-powered generating facilities expected to be placed in service in 2013, 2014 and 2015. In July 2013, MidAmerican Energy entered into contracts totaling $1.1 billion related to these wind-powered generating facilities with minimum payments expected to be $199 million in 2013, $431 million in 2014 and $490 million in 2015.

In July 2013, MidAmerican Energy entered into a contract totaling $342 million to construct transmission assets related to its Multi-Value Projects approved by the Midcontinent Independent System Operator, Inc. with minimum payments of $17 million in 2013, $140 million in 2014, $149 million in 2015 and $36 million in 2016.

Environmental Laws and Regulations

Guarantees

The Company has entered into guarantees as part of the normal course of business and the sale of certain assets. These guarantees are not expected to have a material impact on the Company's consolidated financial results.


(12)	Components of Accumulated Other Comprehensive Loss, Net

The following table shows the change in accumulated other comprehensive loss attributable to MEHC shareholders by each component of other comprehensive income (loss), net of applicable income taxes, for the six-month period ended June 30, 2013 (in millions):



											Accumulated
							Unrealized				Other
	Unrecognized			Foreign			Gains on		Unrealized		Comprehensive
	Amounts on			Currency			Available-		Gains on		Loss Attributable
	Retirement			Translation			For-Sale		Cash Flow		To MEHC
	Benefits			Adjustment			Securities		Hedges		Shareholders, Net

Balance, December 31, 2012	$	(575	)	$	(172	)	$	261	$	23	$	(463	)
Other comprehensive income (loss)	57			(213		)	44		7		(105		)
Balance, June 30, 2013	$	(518	)	$	(385	)	$	305	$	30	$	(568	)

Reclassifications from AOCI to net income for the periods ended June 30, 2013 and 2012 were insignificant. For information regarding cash flow hedge reclassifications from AOCI to net income in their entirety, refer to Note 9. Additionally, refer to the "Foreign Operations" discussion in Note 8 for information about unrecognized amounts on retirement benefits reclassifications from AOCI that do not impact net income in their entirety.


(13)	Other Related Party Transactions

In 2012, MidAmerican Energy signed new long-term rail transportation contracts with BNSF Railway Company ("BNSF"), an affiliate company, and Union Pacific Railroad Company ("UP") for the transportation of coal to all of the MidAmerican Energy-operated coal-fueled generating facilities. These contracts replaced a long-term contract with UP that expired December 31, 2012. For the three- and six-month periods ended June 30, 2013 , $38 million and $89 million , respectively, was incurred for coal transportation services, the majority of which was related to the BNSF agreement. As of June 30, 2013 , MidAmerican Energy had accounts payable to BNSF of $5 million .


(14)	Segment Information

The Company's reportable segments with foreign operations include Northern Powergrid Holdings, whose business is principally in Great Britain, and MidAmerican Renewables, whose business includes operations in the Philippines. Intersegment eliminations and adjustments, including the allocation of goodwill, have been made. Information related to the Company's reportable segments is shown below (in millions):



	Three-Month Periods						Six-Month Periods
	Ended June 30,						Ended June 30,
	2013			2012			2013			2012
Operating revenue:
PacifiCorp	$	1,215		$	1,153		$	2,447		$	2,344
MidAmerican Funding	759			709			1,680			1,583
MidAmerican Energy Pipeline Group	191			193			491			495
Northern Powergrid Holdings	253			244			553			507
MidAmerican Renewables	73			30			130			61
HomeServices	504			389			785			598
MEHC and Other ⁽¹⁾	(7		)	(10		)	(31		)	(33		)
Total operating revenue	$	2,988		$	2,708		$	6,055		$	5,555

Depreciation and amortization:
PacifiCorp	$	173		$	163		$	345		$	324
MidAmerican Funding	104			100			211			193
MidAmerican Energy Pipeline Group	47			48			97			96
Northern Powergrid Holdings	42			42			85			83
MidAmerican Renewables	18			8			33			15
HomeServices	6			7			11			10
MEHC and Other ⁽¹⁾	(3		)	(4		)	(6		)	(6		)
Total depreciation and amortization	$	387		$	364		$	776		$	715

Operating income:
PacifiCorp	$	313		$	254		$	613		$	535
MidAmerican Funding	43			81			149			172
MidAmerican Energy Pipeline Group	58			71			238			254
Northern Powergrid Holdings	132			131			312			288
MidAmerican Renewables	40			15			70			32
HomeServices	61			30			64			24
MEHC and Other ⁽¹⁾	(6		)	(14		)	(32		)	(21		)
Total operating income	641			568			1,414			1,284
Interest expense	(294		)	(296		)	(584		)	(586		)
Capitalized interest	19			13			40			22
Allowance for equity funds	19			18			38			35
Other, net	24			2			40			21
Total income before income tax expense and equity income	$	409		$	305		$	948		$	776



	Three-Month Periods				Six-Month Periods
	Ended June 30,				Ended June 30,
	2013		2012		2013		2012
Interest expense:
PacifiCorp	$	98	$	97	$	195	$	196
MidAmerican Funding	41		42		82		85
MidAmerican Energy Pipeline Group	21		23		41		46
Northern Powergrid Holdings	35		34		70		67
MidAmerican Renewables	31		20		56		29
HomeServices	1		—		1		—
MEHC and Other ⁽¹⁾	67		80		139		163
Total interest expense	$	294	$	296	$	584	$	586



	As of
	June 30,		December 31,
	2013		2012
Total assets:
PacifiCorp	$	23,057	$	22,973
MidAmerican Funding	13,214		13,355
MidAmerican Energy Pipeline Group	4,827		4,865
Northern Powergrid Holdings	6,138		6,418
MidAmerican Renewables	4,190		3,342
HomeServices	1,007		899
MEHC and Other ⁽¹⁾	1,448		615
Total assets	$	53,881	$	52,467


(1)	The remaining differences between the segment amounts and the consolidated amounts described as "MEHC and Other" relate principally to intersegment eliminations for operating revenue and, for the other items presented, to (a) corporate functions, including administrative costs, interest expense, corporate cash and investments and related interest income and (b) intersegment eliminations.

The following table shows the change in the carrying amount of goodwill by reportable segment for the six-month period ended June 30, 2013 (in millions):



					MidAmerican
					Energy			Northern
			MidAmerican		Pipeline			Powergrid			MidAmerican		Home-
	PacifiCorp		Funding		Group			Holdings			Renewables		Services		Other		Total

Balance, December 31, 2012	$	1,126	$	2,102	$	179		$	1,135		$	71	$	507	$	—	$	5,120
Acquisitions	—		—		—			—			—		8		4		12
Foreign currency translation	—		—		—			(54		)	—		—		—		(54		)
Other	—		—		(13		)	—			—		—		—		(13		)
Balance, June 30, 2013	$	1,126	$	2,102	$	166		$	1,081		$	71	$	515	$	4	$	5,065


Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations

The following is management's discussion and analysis of certain significant factors that have affected the consolidated financial condition and results of operations of the Company during the periods included herein. Explanations include management's best estimate of the impacts of weather, customer growth and other factors. This discussion should be read in conjunction with the Company's historical unaudited Consolidated Financial Statements and Notes to Consolidated Financial Statements in Item 1 of this Form 10-Q. The Company's actual results in the future could differ significantly from the historical results.

The Company's operations are organized and managed as nine distinct platforms: PacifiCorp, MidAmerican Funding (which primarily consists of MidAmerican Energy), Northern Natural Gas, Kern River, Northern Powergrid Holdings (which primarily consists of Northern Powergrid (Northeast) Limited and Northern Powergrid (Yorkshire) plc), MidAmerican Transmission, LLC (which owns a 50% interest in ETT and Electric Transmission America, LLC), CalEnergy Philippines (which owns a majority interest in the Casecnan project in the Philippines), MidAmerican Renewables, LLC (which owns interests in independent power projects in the United States), and HomeServices. Through these platforms, the Company owns an electric utility company in the Western United States, an electric and natural gas utility company in the Midwestern United States, two interstate natural gas pipeline companies in the United States, two electricity distribution companies in Great Britain, a 50% interest in electric transmission businesses, a diversified portfolio of independent power projects, the second largest residential real estate brokerage firm in the United States and the second largest residential real estate brokerage franchise network in the United States. Northern Natural Gas and Kern River have been aggregated in the reportable segment called MidAmerican Energy Pipeline Group, MidAmerican Renewables, LLC and CalEnergy Philippines have been aggregated in the reportable segment called MidAmerican Renewables and MidAmerican Transmission, LLC has been included in MEHC and Other. The reportable segment financial information includes all necessary adjustments and eliminations needed to conform to the Company's significant accounting policies. The differences between the reportable segment amounts and the consolidated amounts, described as "MEHC and Other," relate principally to corporate functions, including administrative costs and intersegment eliminations.

Results of Operations for the Second Quarter and First Six Months of 2013 and 2012

Overview

Net income for the Company's reportable segments is summarized as follows (in millions):



	Second Quarter											First Six Months
	2013			2012			Change					2013			2012			Change
Net income attributable to MEHC shareholders:
PacifiCorp	$	165		$	131		$	34		26	%	$	325		$	281		$	44		16	%
MidAmerican Funding	21			77			(56		)	(73	)	121			148			(27		)	(18	)
MidAmerican Energy Pipeline Group	31			31			—			—		128			128			—			—
Northern Powergrid Holdings	75			72			3			4		186			165			21			13
MidAmerican Renewables	13			1			12			*		29			6			23			*
HomeServices	36			21			15			71		39			20			19			95
MEHC and Other	(30		)	(51		)	21			41		(79		)	(91		)	12			13
Total net income attributable to MEHC shareholders	$	311		$	282		$	29		10		$	749		$	657		$	92		14

* Not meaningful

Net income attributable to MEHC shareholders increased $29 million for the three-month period ended June 30, 2013 compared to 2012 due to the following:


•	PacifiCorp's net income increased as higher retail prices approved by regulators of $57 million, lower operating expense of $31 million and an increase in retail customer load of $15 million were partially offset by an increase in energy costs of $24 million, a decrease in wholesale and other revenue of $10 million and an increase in depreciation and amortization of $10 million.

•

MidAmerican Funding's net income decreased due to higher operating expense of $29 million, lower recognized income tax benefits of $16 million from the effects of ratemaking related to benefits from the method change for repairs deductions in 2012 and $17 million from lower recognized production tax credits, lower nonregulated electric margins of $6 million and lower regulated electric margins of $6 million, partially offset by higher regulated gas margins of $8 million.


•	MidAmerican Energy Pipeline Group's net income was flat as benefits from a contract restructuring at Northern Natural Gas of $12 million were offset by lower operating revenue at Kern River of $6 million, lower storage revenue at Northern Natural Gas of $4 million and higher operating expense at Northern Natural Gas of $3 million.


•	Northern Powergrid Holdings' net income increased due to higher distribution tariff rates of $23 million, partially offset by lower units distributed of $6 million, higher pension costs of $5 million, an increase in distribution operating expense of $3 million, higher depreciation of $2 million and the impact of the stronger United States dollar of $2 million.


•	MidAmerican Renewables' net income increased as the Bishop Hill and Pinyon Pines Projects were placed in service during the fourth quarter of 2012 and additional solar capacity was placed in service at the Agua Caliente and Topaz Projects.


•	HomeServices' net income increased due to higher operating revenue of $115 million reflecting higher closed brokerage units and average home sale prices at existing businesses and higher revenue from acquired companies, partially offset by higher commissions at both existing and acquired businesses and higher operating expense at acquired businesses.


•	MEHC and Other net loss improved due to lower deferred compensation accruals in 2013, lower interest expense and higher equity earnings at ETT.

Net income attributable to MEHC shareholders increased $92 million for the six-month period ended June 30, 2013 compared to 2012 due to the following:


•	PacifiCorp's net income increased as higher retail prices approved by regulators of $114 million, an increase in retail customer load of $35 million and lower operating expense of $28 million were partially offset by a decrease in wholesale and other revenue of $46 million, an increase in energy costs of $33 million and an increase in depreciation and amortization of $21 million.

•

MidAmerican Funding's net income decreased due to higher operating expense of $33 million, higher depreciation of $18 million as a result of wind-powered generation placed in service in late 2012, lower recognized income tax benefits of $16 million from the effects of ratemaking related to benefits from the method change for repairs deductions in 2012 and lower nonregulated electric margins of $9 million, partially offset by higher regulated gas margins of $22 million and higher regulated electric margins of $14 million.

•

MidAmerican Energy Pipeline Group's net income was flat as benefits from a contract restructuring at Northern Natural Gas of $12 million, higher transportation revenue of $6 million at Northern Natural Gas and lower interest expense of $6 million were offset by lower operating revenue at Kern River of $10 million, lower storage revenue at Northern Natural Gas of $6 million and higher operating expense at Northern Natural Gas of $4 million.

•

Northern Powergrid Holdings' net income increased due to higher distribution tariff rates of $34 million and a favorable movement in regulatory provisions of $27 million, partially offset by lower units distributed of $6 million, an increase in distribution operating expense of $10 million, higher pension costs of $6 million, higher depreciation of $4 million and the impact of the stronger United States dollar of $4 million.


•	MidAmerican Renewables' net income increased as the Bishop Hill and Pinyon Pines Projects were placed in service during the fourth quarter of 2012 and additional solar capacity was placed in service at the Agua Caliente and Topaz Projects.


•	HomeServices' net income increased due to higher operating revenue of $187 million reflecting higher closed brokerage units and average home sale prices at existing businesses and higher revenue from acquired companies, partially offset by higher commissions at both existing and acquired businesses and higher operating expense at acquired businesses.


•	MEHC and Other net loss improved due to lower interest expense and higher equity earnings at ETT.

Reportable Segment Results

Operating revenue and operating income for the Company's reportable segments are summarized as follows (in millions):



	Second Quarter											First Six Months
	2013			2012			Change					2013			2012			Change
Operating revenue:
PacifiCorp	$	1,215		$	1,153		$	62		5	%	$	2,447		$	2,344		$	103		4	%
MidAmerican Funding	759			709			50			7		1,680			1,583			97			6
MidAmerican Energy Pipeline Group	191			193			(2		)	(1	)	491			495			(4		)	(1	)
Northern Powergrid Holdings	253			244			9			4		553			507			46			9
MidAmerican Renewables	73			30			43			*		130			61			69			*
HomeServices	504			389			115			30		785			598			187			31
MEHC and Other	(7		)	(10		)	3			30		(31		)	(33		)	2			6
Total operating revenue	$	2,988		$	2,708		$	280		10		$	6,055		$	5,555		$	500		9



Operating income:
PacifiCorp	$	313		$	254		$	59		23	%	$	613		$	535		$	78		15	%
MidAmerican Funding	43			81			(38		)	(47	)	149			172			(23		)	(13	)
MidAmerican Energy Pipeline Group	58			71			(13		)	(18	)	238			254			(16		)	(6	)
Northern Powergrid Holdings	132			131			1			1		312			288			24			8
MidAmerican Renewables	40			15			25			*		70			32			38			*
HomeServices	61			30			31			*		64			24			40			*
MEHC and Other	(6		)	(14		)	8			57		(32		)	(21		)	(11		)	(52	)
Total operating income	$	641		$	568		$	73		13		$	1,414		$	1,284		$	130		10

* Not meaningful

PacifiCorp

Operating revenue increased $62 million for the second quarter of 2013 compared to 2012 due to higher retail revenue of $72 million, partially offset by a decrease in wholesale and other revenue of $10 million. The increase in retail revenue was due to higher prices approved by regulators of $57 million and higher customer loads of $15 million. Customer load increased 1.9% due to higher commercial, industrial and irrigation customer usage, partially offset by lower residential customer usage. The decrease in wholesale and other revenue was due to lower REC revenue of $22 million and lower wholesale volumes of $7 million, partially offset by higher average wholesale prices of $19 million.

Operating income increased $59 million for the second quarter of 2013 compared to 2012 due to the higher operating revenue and lower operating expense of $31 million, partially offset by higher energy costs of $24 million and higher depreciation and amortization of $10 million due primarily to higher plant in service and accelerated depreciation rates in Oregon for the Carbon coal-fueled generating facility expected to be retired in 2015. Energy costs increased due to a higher average cost of purchased electricity totaling $50 million, higher coal-fueled generation costs of $32 million due to higher volumes and unit costs, lower net power cost deferrals of $11 million and reduced electricity swap settlement gains of $10 million, partially offset by lower purchased electricity volumes of $48 million and a lower average cost of natural gas of $28 million. Operating expense decreased due to charges, primarily in 2012, related to the USA Power litigation and certain fire and other damage claims of $24 million and lower maintenance expense.

Operating revenue increased $103 million for the first six months of 2013 compared to 2012 due to higher retail revenue of $149 million, partially offset by a decrease in wholesale and other revenue of $46 million. The increase in retail revenue was due to higher prices approved by regulators of $114 million and higher customer loads of $35 million. Customer load increased 1.9% due to higher commercial customer usage, higher industrial customer usage primarily in the eastern portion of PacifiCorp's service territory, higher irrigation customer usage and higher residential customer load due to weather in the first quarter of 2013, partially offset by lower residential customer usage. The decrease in wholesale and other revenue was due to lower REC revenue of $46 million and lower wholesale volumes of $27 million, partially offset by higher average wholesale prices of $26 million.

Operating income increased $78 million for the first six months of 2013 compared to 2012 due to the higher operating revenue and lower operating expense of $28 million, partially offset by higher energy costs of $33 million and higher depreciation and amortization of $21 million due primarily to higher plant in service and accelerated depreciation rates in Oregon for the Carbon coal-fueled generating facility expected to be retired in 2015. Energy costs increased due to a higher average cost of purchased electricity totaling $51 million, higher coal-fueled generation costs of $33 million due to higher volumes and unit costs, reduced electricity swap settlement gains of $21 million and lower net power cost deferrals of $7 million, partially offset by a lower average cost of natural gas of $39 million, lower purchased electricity volumes of $29 million and lower natural gas volumes of $6 million. Operating expense decreased due to charges, primarily in 2012, related to the USA Power litigation and certain fire and other damage claims of $23 million and lower maintenance expense.

MidAmerican Funding

MidAmerican Funding's operating revenue and operating income are summarized as follows (in millions):



	Second Quarter									First Six Months
	2013		2012		Change					2013		2012		Change
Operating revenue:
Regulated electric	$	411	$	404	$	7		2	%	$	826	$	784	$	42		5	%
Regulated natural gas	142		91		51			56		457		354		103			29
Nonregulated and other	206		214		(8		)	(4	)	397		445		(48		)	(11	)
Total operating revenue	$	759	$	709	$	50		7		$	1,680	$	1,583	$	97		6

Operating income:
Regulated electric	$	31	$	66	$	(35	)	(53	)%	$	81	$	114	$	(33	)	(29	)%
Regulated natural gas	4		1		3			*		49		31		18			58
Nonregulated and other	8		14		(6		)	(43	)	19		27		(8		)	(30	)
Total operating income	$	43	$	81	$	(38	)	(47	)	$	149	$	172	$	(23	)	(13	)

* Not meaningful

Regulated electric operating revenue increased $7 million for the second quarter of 2013 compared to 2012 due to higher retail revenue of $9 million, partially offset by lower wholesale and other revenue of $2 million. Retail revenue increased due to adjustment clauses in Iowa and Illinois totaling $8 million. Customer load was relatively flat as an increase in the average number of customers was offset by cooler temperatures compared to the abnormally hot temperatures in 2012. Wholesale and other revenue decreased due to a 2.4% decrease in wholesale volumes.

Regulated electric operating income decreased $35 million for the second quarter of 2013 compared to 2012 as the higher operating revenue was more than offset by higher operating expense of $25 million, an increase in energy costs of $13 million and higher depreciation and amortization of $5 million primarily as a result of wind-powered generation placed in service in late 2012. Operating expense increased primarily due to higher maintenance costs, including $12 million related to the expanded scope of work for the Louisa Generating Station outage, higher storm restoration costs of $4 million, higher demand side management costs, which are matched by increases in operating revenue, and the timing of various operating costs. Energy costs increased due to a higher average cost of purchased electricity and a higher average cost of coal primarily from new coal transportation agreements effective in 2013, partially offset by lower coal volumes.

Regulated natural gas operating revenue increased $51 million for the second quarter of 2013 compared to 2012 due to an increase in recoveries through adjustment clauses from a higher average per-unit cost of gas sold of $30 million, resulting in higher cost of sales, and higher volumes of $19 million. Heating degree days increased in 2013 compared to 2012. 2013 was colder than normal, while 2012 was warmer than normal. Regulated natural gas operating income increased $3 million for the second quarter of 2013 compared to 2012 due to higher volumes of $6 million, partially offset by higher operating expense of $4 million.

Nonregulated and other operating revenue decreased $8 million for the second quarter of 2013 compared to 2012 due to lower electricity volumes and prices, partially offset by higher natural gas prices and volumes. Nonregulated and other operating income decreased $6 million for the second quarter of 2013 compared to 2012 due to lower electric margins.

Regulated electric operating revenue increased $42 million for the first six months of 2013 compared to 2012 due to higher retail revenue of $41 million and higher wholesale and other revenue of $1 million. Retail revenue increased due to new adjustment clauses in Iowa and Illinois totaling $27 million and higher customer load of 2.7% for the first six months of 2013 compared to 2012 due to an increase in the average number of customers and colder temperatures in 2013. Heating degree days increased 42.5% for the first six months of 2013 compared to 2012 primarily due to unusual temperatures in 2012.

Regulated electric operating income decreased $33 million for the first six months of 2013 compared to 2012 as the higher operating revenue was more than offset by higher operating expense of $30 million, higher energy costs of $28 million and higher depreciation and amortization of $17 million as a result of wind-powered generation placed in service in late 2012. Operating expense increased primarily due to higher maintenance costs of $13 million related to the expanded scope of work for the Louisa Generating Station outage and storm restoration costs of $4 million. Energy costs increased due to a higher average cost of purchased electricity and a higher average cost of coal primarily from new coal transportation agreements effective in 2013, partially offset by lower coal volumes.

Regulated natural gas operating revenue increased $103 million for the first six months of 2013 compared to 2012 due to higher volumes of $51 million and an increase in recoveries through adjustment clauses from a higher average per-unit cost of gas sold of $48 million, resulting in higher cost of sales. Heating degree days increased in 2013 compared to 2012 due to unseasonably warm winter and spring temperatures in 2012. Regulated natural gas operating income increased $18 million for the first six months of 2013 compared to 2012 due to the higher volumes from the colder temperatures in 2013.

Nonregulated and other operating revenue decreased $48 million for the first six months of 2013 compared to 2012 due to lower electricity volumes and prices, partially offset by higher natural gas prices and volumes. Nonregulated and other operating income decreased $8 million for the first six months of 2013 compared to 2012 due to lower electric margins.

MidAmerican Energy Pipeline Group

Operating revenue decreased $2 million for the second quarter of 2013 compared to 2012 as an increase in gas sales of $6 million on higher volumes at Northern Natural Gas was more than offset by lower operating revenue at Kern River of $6 million due to contract expirations and lower market-oriented revenue from the narrowing of natural gas price spreads and lower storage revenue at Northern Natural Gas of $4 million. Operating income decreased $13 million for the second quarter of 2013 compared to 2012 due to the lower operating revenue at Kern River, the lower storage revenue at Northern Natural Gas and higher operating expense at Northern Natural Gas of $3 million.

Operating revenue decreased $4 million for the first six months of 2013 compared to 2012 as an increase in gas sales of $6 million and higher transportation revenue of $6 million, both on higher volumes, at Northern Natural Gas were more than offset by lower operating revenue at Kern River of $10 million due to lower market-oriented revenue from the narrowing of natural gas price spreads and contract expirations and lower storage revenue at Northern Natural Gas of $6 million. Operating income decreased $16 million for the first six months of 2013 compared to 2012 due to the lower operating revenue at Kern River, the lower storage revenue at Northern Natural Gas and higher operating expense at Northern Natural Gas of $4 million, partially offset by the higher transportation revenue at Northern Natural Gas.

Northern Powergrid Holdings

Operating revenue increased $9 million for the second quarter of 2013 compared to 2012 due to higher distribution revenue of $17 million, partially offset by the stronger United States dollar totaling $8 million. Distribution revenue increased due to higher tariff rates of $23 million, partially offset by lower units distributed of $6 million. Operating income increased $1 million for the second quarter of 2013 compared to 2012 due to the higher distribution revenue, partially offset by higher pension costs of $5 million, the stronger United States dollar totaling $4 million, higher distribution operating expense of $3 million and higher depreciation of $2 million.

Operating revenue increased $46 million for the first six months of 2013 compared to 2012 due to higher distribution revenue of $56 million and higher contracting revenue of $6 million, partially offset by the stronger United States dollar of $12 million. Distribution revenue increased due to higher tariff rates of $34 million and a favorable movement in regulatory provisions of $27 million related to the Distribution Price Control Review 5 Losses Incentive Mechanism, partially offset by lower units distributed of $6 million. Operating income increased $24 million for the first six months of 2013 compared to 2012 due to the higher distribution revenue, partially offset by higher distribution operating expense of $10 million from low carbon network charges and vegetation management costs, the stronger United States dollar totaling $7 million, higher pension costs of $6 million, higher contracting costs of $6 million and higher depreciation of $4 million.

MidAmerican Renewables

Operating revenue increased $43 million for the second quarter of 2013 compared to 2012 due to an increase from the Pinyon Pines wind-powered generating facilities of $33 million, which were placed in service during the fourth quarter of 2012, and an increase from the Topaz solar facility of $15 million, which began generating revenue during the first quarter of 2013, partially offset by lower revenue at the Bishop Hill wind-powered generating facility totaling $5 million primarily from an unfavorable movement in the swap fair value. Operating income increased $25 million for the second quarter of 2013 compared to 2012 due to the higher operating revenue, partially offset by higher depreciation of $10 million and higher operating expense of $8 million.

Operating revenue increased $69 million for the first six months of 2013 compared to 2012 due to an increase from the Pinyon Pines wind-powered generating facilities of $48 million, which were placed in service during the fourth quarter of 2012, and an increase from the Topaz solar facility of $18 million, which began generating revenue during the first quarter of 2013. Operating income increased $38 million during the first six months of 2013 compared to 2012 due to the higher operating revenue, partially offset by higher depreciation of $18 million and higher operating expense of $12 million.

HomeServices

Operating revenue increased $115 million for the second quarter of 2013 compared to 2012 due to an increase from existing businesses totaling $64 million, reflecting a 14% increase in closed brokerage units and a 9% increase in average home sale prices, and $51 million of revenue from acquired companies. Operating income increased $31 million for the second quarter of 2013 compared to 2012 due to the higher operating revenue, partially offset by higher commissions at both existing and acquired businesses and higher operating expense at acquired businesses.

Operating revenue increased $187 million for the first six months of 2013 compared to 2012 due to an increase from existing businesses totaling $96 million, reflecting a 12% increase in closed brokerage units and an 8% increase in average home sale prices, and $91 million of revenue from acquired companies. Operating income increased $40 million for the first six months of 2013 compared to 2012 due to the higher operating revenue, partially offset by higher commissions at both existing and acquired businesses and higher operating expense at acquired businesses.

MEHC and Other

Operating loss decreased $8 million for the second quarter of 2013 compared to 2012 due to lower deferred compensation accruals in 2013, partially offset by higher acquisition costs.

Higher operating costs due to higher compensation accruals and higher acquisition costs resulted in an increase in the operating loss of $11 million for the first six months of 2013 compared to 2012.

Consolidated Other Income and Expense Items

Interest Expense

Interest expense is summarized as follows (in millions):



	Second Quarter									First Six Months
	2013		2012		Change					2013		2012		Change

Subsidiary debt	$	224	$	214	$	10		5	%	$	439	$	420	$	19		5	%
MEHC senior debt and other	70		82		(12		)	(15	)	145		166		(21		)	(13	)
Total interest expense	$	294	$	296	$	(2	)	(1	)	$	584	$	586	$	(2	)	—

Interest expense decreased $2 million for both the second quarter and first six months of 2013 compared to 2012 as scheduled maturities of $750 million at MEHC ($250 million in July 2012 and $500 million in October 2012), scheduled maturities and principal payments at subsidiaries and early principal repayments at MidAmerican Energy, were partially offset by debt issuances at PacifiCorp ($300 million in June 2013), Northern Natural Gas ($250 million in August 2012), Northern Powergrid Holdings (£150 million in July 2012) and MidAmerican Renewables ($120 million in August 2012 and $250 million in April 2013) and acquired debt at MidAmerican Renewables ($502 million in November 2012).

Capitalized Interest

Capitalized interest increased $6 million for the second quarter of 2013 compared to 2012 and $18 million for the first six months of 2013 compared to 2012 due to higher construction in progress balances related to the Topaz and Solar Star Projects.

Allowance For Equity Funds

Allowance for equity funds increased $1 million for the second quarter of 2013 compared to 2012 and $3 million for the first six months of 2013 compared to 2012 due to higher allowance for equity funds used during construction at MidAmerican Energy resulting from higher construction work-in-progress balances.

Other, Net

Other, net increased $22 million for the second quarter of 2013 compared to 2012 and $19 million for the first six months of 2013 compared to 2012 due to benefits from a contract restructuring at Northern Natural Gas of $12 million, better performance of company-owned life insurance of $5 million for the second quarter and a favorable movement on the Pinyon Pines interest rate swap.

Income Tax Expense

Income tax expense increased $77 million for the second quarter of 2013 compared to 2012 and the effective tax rates were 28% for the second quarter of 2013 and 12% for the second quarter of 2012. The increase in the effective tax rate was due to benefits recorded in 2012 of $23 million primarily related to the method change for repairs deductions and lower recognized production tax credits of $16 million.

Income tax expense increased $82 million for the first six months of 2013 compared to 2012 and the effective tax rates were 24% for the first six months of 2013 and 18% for the first six months of 2012. The increase in the effective tax rate was due to benefits recorded in 2012 of $23 million primarily related to the method change for repairs deductions, partially offset by higher recognized production tax credits of $7 million.

Production tax credits are recognized in earnings for interim periods based on the application of an estimated annual effective tax rate to pretax earnings. Federal renewable electricity production tax credits are earned as energy from qualifying wind-powered generating facilities is produced and sold and are based on a per-kilowatt hour rate pursuant to the applicable federal income tax law. Wind-powered generating facilities are eligible for the credits for 10 years from the date the qualifying generating facilities were placed in service. Production tax credits recognized in the second quarter of 2013 were $24 million, or $16 million lower than the second quarter of 2012, while production tax credits earned in the second quarter of 2013 were $61 million, or $9 million higher than the second quarter of 2012. Production tax credits recognized in the first six months of 2013 were $95 million, or $7 million higher than the first six months of 2012, while production tax credits earned in the first six months of 2013 were $135 million, or $23 million higher than the first six months of 2012 primarily due to wind-powered generation placed in service in late 2012 at MidAmerican Energy and Bishop Hill. The difference between production tax credits recognized and earned of $40 million as of June 30, 2013 will be recorded in earnings over the remainder of 2013.

Equity Income

Equity income is summarized as follows (in millions):



	Second Quarter										First Six Months
	2013			2012			Change				2013			2012			Change
Equity income:
ETT	$	12		$	9		$	3	33	%	$	24		$	16		$	8		50	%
HomeServices Mortgage	6			5			1		20		8			10			(2		)	(20	)
Agua Caliente	9			8			1		13		12			9			3			33
CE Generation	(3		)	(5		)	2		40		(6		)	(6		)	—			—
Other	2			2			—		—		2			2			—			—
Total equity income	$	26		$	19		$	7	37		$	40		$	31		$	9		29

Equity income increased $7 million for the second quarter of 2013 compared to 2012 and $9 million for the first six months of 2013 compared to 2012 due to higher earnings at ETT from continued investment and additional plant placed in service, higher earnings at Agua Caliente due to additional capacity placed in service and lower losses at CE Generation for the second quarter due to higher revenue and lower maintenance expense at the Imperial Valley Projects.

Net Income Attributable To Noncontrolling Interests

Net income attributable to noncontrolling interests increased $5 million for the second quarter of 2013 compared to 2012 and $7 million for the first six months of 2013 compared to 2012 due to HomeServices' acquisition of HSF Affiliates LLC in the fourth quarter of 2012.

Liquidity and Capital Resources

Each of MEHC's direct and indirect subsidiaries is organized as a legal entity separate and apart from MEHC and its other subsidiaries. It should not be assumed that the assets of any subsidiary will be available to satisfy MEHC's obligations or the obligations of its other subsidiaries. However, unrestricted cash or other assets that are available for distribution may, subject to applicable law, regulatory commitments and the terms of financing and ring-fencing arrangements for such parties, be advanced, loaned, paid as dividends or otherwise distributed or contributed to MEHC or affiliates thereof. The long-term debt of subsidiaries may include provisions that allow MEHC's subsidiaries to redeem it in whole or in part at any time. These provisions generally include make-whole premiums. Refer to Note 17 of Notes to Consolidated Financial Statements in Item 8 of the Company's Annual Report on Form 10-K for further discussion regarding the limitation of distributions from MEHC's subsidiaries.

As of June 30, 2013 , the Company's total net liquidity was $5.075 billion and the components are as follows (in millions):



										Northern
							MidAmerican			Powergrid
	MEHC			PacifiCorp			Funding			Holdings			Other			Total

Cash and cash equivalents	$	255		$	119		$	187		$	25		$	306		$	892

Credit facilities ⁽¹⁾	600			1,200			609			228			170			2,807
Less:
Short-term debt	—			—			—			—			(47		)	(47		)
Tax-exempt bond support and letters of credit	(61		)	(321		)	(195		)	—			—			(577		)
Net credit facilities	539			879			414			228			123			2,183

Net liquidity before Berkshire Equity Commitment	794			$	998		$	601		$	253		$	429		3,075
Berkshire Equity Commitment ⁽²⁾	2,000															2,000
Total net liquidity	$	2,794														$	5,075
Credit facilities:
Maturity date	2017			2017, 2018			2014, 2018			2017			2013
Largest single bank commitment as a % of total credit facilities	8		%	7		%	7		%	33		%	74		%


(1)	For further discussion regarding the Company's credit facilities, refer to Note 6 of Notes to Consolidated Financial Statements in Item 1 of this Form 10-Q.

(2)

MEHC has an Equity Commitment Agreement with Berkshire Hathaway (the "Berkshire Equity Commitment") pursuant to which Berkshire Hathaway has agreed to purchase up to $2.0 billion of MEHC's common equity upon any requests authorized from time to time by MEHC's Board of Directors. The proceeds of any such equity contribution shall only be used for the purpose of (a) paying when due MEHC's debt obligations and (b) funding the general corporate purposes and capital requirements of MEHC's regulated subsidiaries. The Berkshire Equity Commitment expires on February 28, 2014.

The above table does not include unused credit facilities and letters of credit for investments that are accounted for under the equity method.

Operating Activities

Net cash flows from operating activities for the six-month periods ended June 30, 2013 and 2012 were $2.606 billion and $2.502 billion , respectively. The change was primarily due to improved operating results, lower domestic pension plan contributions of $47 million, lower interest payments of $30 million and other changes in working capital, partially offset by lower income tax receipts of $220 million due to lower bonus depreciation benefits, partially offset by higher investment tax credits.

Investing Activities

Net cash flows from investing activities for the six-month periods ended June 30, 2013 and 2012 were $(2.920) billion and $(2.197) billion , respectively. The change was primarily due to changes in restricted cash and investments related to proceeds from the issuance of long-term debt in 2013 at Solar Star Funding, LLC that is restricted for use in the construction of the Solar Star Projects and higher capital expenditures, partially offset by the acquisition in 2012 of Topaz and Bishop Hill and the equity contribution in 2012 to acquire a 49% interest in Agua Caliente.

Capital Expenditures

Capital expenditures, which exclude amounts for non-cash equity AFUDC and other non-cash items, by reportable segment for the six-month periods ended June 30 are summarized as follows (in millions):



	2013		2012
Capital expenditures:
PacifiCorp	$	518	$	721
MidAmerican Funding	328		259
MidAmerican Energy Pipeline Group	45		65
Northern Powergrid Holdings	337		181
MidAmerican Renewables	541		282
Other	14		4
Total capital expenditures	$	1,783	$	1,512

The Company's capital expenditures consisted mainly of the following for the six-month periods ended June 30 :

2013 :


•	Transmission system investments totaling $136 million , including construction costs for PacifiCorp's 100-mile high-voltage Mona-Oquirrh ("Mona-Oquirrh") transmission line that was placed in service in May 2013 and the 170-mile single-circuit 345-kV Sigurd-Red Butte ("Sigurd-Red Butte") transmission line expected to be placed in service in 2015.


•	Emissions control equipment on existing generating facilities totaling $123 million for installation or upgrade of sulfur dioxide scrubbers, low nitrogen oxide burners and particulate matter control systems.


•	The construction of PacifiCorp's Lake Side 2 645-MW combined-cycle combustion turbine natural gas-fueled generating facility ("Lake Side 2") totaling $80 million , which is expected to be placed in service in 2014.


•	Distribution, generation, mining and other infrastructure needed to serve existing and expected demand totaling $507 million at the Utilities and principally for ongoing infrastructure needed at Northern Powergrid Holdings totaling $337 million .


•	Investments at MidAmerican Renewables totaling $541 million related primarily to the Topaz Project of $343 million and the Solar Star Projects of $188 million .

2012 :


•	Transmission system investments totaling $187 million , including construction costs for PacifiCorp's Mona-Oquirrh transmission line.


•	Emissions control equipment on existing generating facilities totaling $124 million for installation or upgrade of sulfur dioxide scrubbers, low nitrogen oxide burners and particulate matter control systems.


•	The development and construction of PacifiCorp's Lake Side 2 totaling $123 million .


•	The construction of MidAmerican Energy's 407 MW of wind-powered generating facilities totaling $71 million , excluding $89 million for costs for which payments are due in December 2015.


•	Distribution, generation, mining and other infrastructure needed to serve existing and expected demand totaling $475 million at the Utilities and principally for ongoing infrastructure needed at Northern Powergrid Holdings totaling $181 million .


•	Investments at MidAmerican Renewables totaling $282 million related to the Topaz Project of $169 million and the Bishop Hill Project of $113 million .

Financing Activities

Net cash flows from financing activities for the six-month period ended June 30, 2013 was $434 million . Sources of cash totaled $1.549 billion related to proceeds from subsidiary debt issuances. Uses of cash consisted of $1.115 billion and consisted mainly of net repayments of short-term debt totaling $841 million and repayments of subsidiary debt totaling $200 million.

In June 2013, Solar Star Funding issued $1.0 billion of its 5.375% Series A Senior Secured Notes. The principal of the notes amortizes beginning June 2016 with a final maturity in June 2035. The net proceeds are being used to fund the costs related to the development, construction and financing of the Solar Star Projects. Until amounts are used to fund the costs of the Solar Star Projects, unused amounts will be invested or, in certain circumstances, loaned to MEHC. As of June 30, 2013 , no amounts were loaned to MEHC.

In June 2013, PacifiCorp issued $300 million of its 2.95% First Mortgage Bonds due June 2023. The net proceeds are being used to fund capital expenditures and for general corporate purposes.

In April 2013, Topaz issued $250 million of the 4.875% Series B Senior Secured Notes. The principal of the notes amortizes beginning September 2015 with a final maturity in September 2039 . The net proceeds are being used to fund the costs related to the development, construction and financing of the Topaz Project. Until amounts are used to fund the costs of the Topaz Project, unused amounts will be invested or, in certain circumstances, loaned to MEHC. As of June 30, 2013 , no amounts were loaned to MEHC.

Net cash flows from financing activities for the six-month period ended June 30, 2012 was $289 million . Sources of cash totaled $1.599 billion related to proceeds from subsidiary debt issuances. Uses of cash totaled $1.310 billion and consisted mainly of net repayments of short-term debt totaling $817 million, repayments of subsidiary debt totaling $426 million and the repayment of MEHC subordinated debt totaling $22 million.

Future Uses of Cash

The Company has available a variety of sources of liquidity and capital resources, both internal and external, including net cash flows from operating activities, public and private debt offerings, the issuance of commercial paper, the use of unsecured revolving credit facilities, the issuance of equity and other sources. These sources are expected to provide funds required for current operations, capital expenditures, acquisitions, investments, debt retirements and other capital requirements. The availability and terms under which each subsidiary has access to external financing depends on a variety of factors, including its credit ratings, investors' judgment of risk and conditions in the overall capital market, including the condition of the utility industry and non-recourse project finance market, among other items. Additionally, MEHC has the Berkshire Equity Commitment pursuant to which Berkshire Hathaway has agreed to purchase up to $2.0 billion of MEHC's common equity upon any requests authorized from time to time by MEHC's Board of Directors. The Berkshire Equity Commitment expires on February 28, 2014 and may only be used for the purpose of (a) paying when due MEHC's debt obligations and (b) funding the general corporate purposes and capital requirements of MEHC's regulated subsidiaries. Berkshire Hathaway will have up to 180 days to fund any such request in increments of at least $250 million pursuant to one or more drawings authorized by MEHC's Board of Directors. The funding of any such drawing will be made by means of a cash equity contribution to MEHC in exchange for additional shares of MEHC's common stock.

NV Energy, Inc. Acquisition

On May 29, 2013, MEHC entered into an Agreement and Plan of Merger (the "Merger Agreement") whereby MEHC will acquire NV Energy and NV Energy will become an indirect wholly owned subsidiary of MEHC. The Merger Agreement entitles NV Energy's common shareholders to receive $23.75 in cash for each share of NV Energy common stock issued and outstanding immediately prior to the effective time of the acquisition. The purchase price is estimated at $5.6 billion , and is subject to final determination of the outstanding shares at closing. MEHC's shareholders have committed to provide sufficient capital to fund the entire purchase price of NV Energy. MEHC expects to fund the acquisition by issuing $1.0 billion of MEHC common equity to its existing shareholders, $2.0 billion of MEHC senior debt and $2.6 billion of junior subordinated debentures to Berkshire Hathaway and its subsidiaries.

NV Energy and its utility subsidiaries have $4.4 billion of debt subject to mandatory redemption requirements at 101% of par in the event the acquisition closes. Given the debt is currently trading at prices in excess of 101% of par, it is unlikely the debt holders would exercise their redemption rights. Additionally, NV Energy's term loan and its utility subsidiaries' revolving credit facilities have events of default that would be triggered by the closing of the acquisition. It is expected that NV Energy and its utility subsidiaries will obtain waivers of these events of default.

Capital Expenditures

The Company has significant future capital requirements. Capital expenditure needs are reviewed regularly by management and may change significantly as a result of these reviews, which may consider, among other factors, changes in environmental and other rules and regulations; impacts to customers' rates; outcomes of regulatory proceedings; changes in income tax laws; general business conditions; load projections; system reliability standards; the cost and efficiency of construction labor, equipment and materials; commodity prices; and the cost and availability of capital. Prudently incurred expenditures for compliance-related items, such as pollution-control technologies, replacement generation, nuclear decommissioning, hydroelectric relicensing, hydroelectric decommissioning and associated operating costs are generally incorporated into MEHC's energy subsidiaries' regulated retail rates.

Forecasted capital expenditures, which exclude amounts for non-cash equity AFUDC and other non-cash items, for the year ended December 31, 2013 are as follows (in millions):



	2013
Forecasted capital expenditures :
PacifiCorp	$	1,117
MidAmerican Funding	1,065
MidAmerican Energy Pipeline Group	184
Northern Powergrid Holdings	682
MidAmerican Renewables	1,505
Other	26
Total	$	4,579

The Utilities anticipate costs for transmission projects will total $325 million for 2013 including the following estimated costs:


•	$123 million for PacifiCorp's Sigurd-Red Butte transmission line as part of the Energy Gateway Transmission Expansion Program. The Sigurd-Red Butte project is expected to be placed in service in 2015.


•	$54 million for PacifiCorp's Mona-Oquirrh transmission line as part of the Energy Gateway Transmission Expansion Program. The project was placed in service in May 2013.


•	$40 million for other segments associated with PacifiCorp's Energy Gateway Transmission Expansion Program that are expected to be placed in service over the next several years, depending on siting, permitting and construction schedules.

•

$22 million for MidAmerican Energy's Multi-Value Projects ("MVPs") approved by the Midcontinent Independent System Operator, Inc. ("MISO") for construction of 245 miles of 345 kV transmission line located in Iowa and Illinois. In July 2013, MidAmerican Energy entered into a contract totaling $342 million related to its MVPs approved by MISO with minimum payments of $17 million in 2013, $140 million in 2014, $149 million in 2015 and $36 million in 2016.

The Utilities anticipate costs for emissions control equipment will total $274 million for 2013, which includes equipment to meet air quality and visibility targets, including the reduction of sulfur dioxide, nitrogen oxides and particulate matter emissions. This estimate includes the installation of new or the replacement of existing emissions control equipment at a number of units at several of the Utilities coal-fueled generating facilities, including Hunter Unit 1, Jim Bridger Units 3 and 4, George Neal Energy Center Units 3 and 4 and Ottumwa Generating Station.

PacifiCorp anticipates costs for the construction of the Lake Side 2 natural gas-fueled generating facility, which is expected to be placed in service in 2014, will total $157 million for 2013.

MidAmerican Energy anticipates costs for the construction of 1,050 MW (nominal ratings) of wind-powered generating facilities, which are expected to be placed in service in 2013, 2014 and 2015, will total $356 million for 2013. In May 2013, MidAmerican Energy filed with the IUB an application for ratemaking principles, and in July 2013, filed with the IUB a settlement agreement between MidAmerican Energy and the Iowa Office of Consumer Advocate for ratemaking principles, related to the proposed wind-powered generating facilities. The settlement agreement, which is subject to IUB approval, establishes a cost cap of $1.9 billion, including AFUDC, for the construction of 1,050 MW (nominal ratings) of wind-powered generating facilities and provides for a fixed rate of return on equity of 11.625% over the proposed 30-year useful lives of those facilities in any future Iowa rate proceeding. The cost cap ensures that as long as total costs are below the cap, the investment will be deemed prudent in any future Iowa rate proceeding. Until such time as these generation assets are reflected in rates, and ceasing thereafter, MidAmerican Energy proposes reductions in the energy adjustment clause recoveries proposed in its current Iowa electric rate request of $3 million in 2015, $7 million in 2016 and $10 million for each calendar year thereafter, conditioned upon MidAmerican Energy having completed at least 350 MW (nominal ratings) of wind-powered generating facilities pursuant to the settlement agreement. MidAmerican Energy has requested IUB approval in the third quarter of 2013. In July 2013, MidAmerican Energy entered into contracts totaling $1.1 billion related to these projects. Minimum payments are expected to be $199 million in 2013, $431 million in 2014 and $490 million in 2015.

Topaz has spent $903 million for construction of the Topaz Project through June 30, 2013 , and expects to spend an additional $333 million for the remainder of 2013, $540 million for 2014 and $339 million for 2015. The project is expected to cost $2.44 billion, including all interest costs during construction and the initial costs to acquire the project. The project will be comprised of 22 blocks of solar panels with a nominal facilities capacity of 586 MW. As of July 19, 2013, 226 MW of the Topaz Project had been completed and is delivering energy under the power purchase agreement. Construction and commissioning are ahead of schedule and Topaz expects to place an additional 55 MW in service in 2013, 252 MW in service in 2014 and 53 MW in service in 2015. As of July 19, 2013, the project was 52% constructed (compared to the baseline construction schedule of 34%) with 4.41 million solar panels (out of an expected total of 8.4 million) installed. The project is being constructed pursuant to a fixed-price, date certain, turn-key engineering, procurement and construction contract with a subsidiary of First Solar.

Subsidiaries of Solar Star Funding, LLC have spent $255 million for construction of the Solar Star Projects through June 30, 2013 , and expect to spend an additional $634 million for the remainder of 2013, $1.165 billion for 2014 and $580 million for 2015. The projects are expected to cost $2.75 billion, including all interest costs during construction and the initial costs to acquire the projects. The projects will be comprised of 13 blocks of solar panels with a nominal facilities capacity of 579 MW. Construction is ahead of schedule. The projects expect to place 57 MW in service in 2013, 297 MW in service in 2014 and 225 MW in service in 2015. The projects are being constructed pursuant to fixed-price, date certain, turn-key engineering, procurement and construction contracts with a subsidiary of SunPower Corporation.

Capital expenditures related to operating projects are expected to total $1.8 billion in 2013, and consist of routine expenditures for distribution, generation, mining and other infrastructure needed to serve existing and expected demand.

Equity Investments

Agua Caliente, a company owned 51% by NRG Energy, Inc. and 49% by an indirect subsidiary of MEHC, is constructing the 290-MW Agua Caliente Project in Arizona. The Agua Caliente Project is expected to cost approximately $1.7 billion and will be comprised of 12 blocks of solar panels with a nominal facilities capacity of 315 MW. The Agua Caliente Project has placed 278 MW in service as of June 30, 2013 , and expects to place an additional 26 MW in service in the last six months of 2013 and 11 MW in service in 2014. As of June 30, 2013 , the Agua Caliente Project was 96% constructed (compared to the baseline construction schedule of 87%) with 4.78 million solar panels (out of an expected total of 4.90 million) installed. The project is being constructed pursuant to a fixed price, date certain, turn-key engineering, procurement and construction contract with a subsidiary of First Solar. Construction costs are expected to be funded with equity contributions from MEHC and NRG Energy, Inc. and proceeds from a $967 million secured loan maturing in 2037 from an agency of the United States government as part of the United States Department of Energy loan guarantee program. Funding requests are submitted on a monthly basis and the approved loans accrue interest at a fixed rate based on the current average yield of comparable maturity United States Treasury rates plus a spread of 0.375%.

Contractual Obligations

As of June 30, 2013 , there have been no material changes outside the normal course of business in contractual obligations from the information provided in Item 7 of the Company's Annual Report on Form 10-K for the year ended December 31, 2012 other than the 2013 debt issuances and capital expenditure matters previously discussed.

Regulatory Matters

MEHC's regulated subsidiaries and certain affiliates are subject to comprehensive regulation. The discussion below contains material developments to those matters disclosed in Item 7 of the Company's Annual Report on Form 10-K for the year ended December 31, 2012 , and new regulatory matters occurring in 2013.

PacifiCorp

Utah

In March 2013, PacifiCorp filed its annual Energy Balancing Account with the UPSC requesting recovery of $17 million over a two-year period for 70% of the net power costs in excess of amounts included in base rates for the period January 1, 2012 through December 31, 2012. If approved by the UPSC, the new rates will be effective November 2013.

In March 2013, PacifiCorp filed with the UPSC to return $3 million to customers through the REC balancing account. In May 2013, the UPSC issued an order approving the new rates as filed effective June 2013 on an interim basis until a final order is issued by the UPSC.

Oregon

In March 2013, PacifiCorp filed a general rate case with the OPUC requesting an annual increase of $56 million, or an average price increase of 5%. The request was reduced to $45 million, or an average price increase of 4%, as a result of the OPUC's approval of a separate tariff rider for the Mona-Oquirrh transmission line that was effective June 1, 2013. PacifiCorp's general rate case filing also included a request for a separate tariff rider for Lake Side 2. In July 2013, a multi-party stipulation was filed with the OPUC resolving all issues in the general rate case. The stipulation provides for an annual increase of $24 million, or an average price increase of 2%, effective January 2014. The stipulation also provides for the implementation of a separate tariff rider for Lake Side 2 when placed into service in mid-2014 with the ultimate costs subject to a prudence determination. In addition, the stipulation specifies that January 2016 is the earliest effective date that PacifiCorp could seek any additional increase to customers' base rates through a general rate case. The stipulation is subject to approval by the OPUC. The OPUC is expected to issue a decision no later than December 2013.

In July 2013, PacifiCorp filed a multi-party stipulation with the OPUC to implement the depreciation rates presented in PacifiCorp's most recent depreciation study filed in January 2013 with certain adjustments agreed to by all parties. The impact of the revised depreciation rates is reflected in the increase in base rates stipulated to by parties in the general rate case proceeding.

Wyoming

In March 2013, PacifiCorp filed its annual Energy Cost Adjustment Mechanism ("ECAM") and REC and Sulfur Dioxide Revenue Adjustment Mechanism ("RRA") applications with the WPSC. The ECAM filing requests recovery of $18 million in deferred net power costs for the period January 1, 2012 to December 31, 2012 to be recovered over three years at $6 million per year pursuant to the settlement agreement in the 2012 ECAM case, which would result in a 1% increase in rates. The RRA filing requests a $15 million reduction in the RRA surcredit, or an increase in rates of 2%. In May 2013, the WPSC approved the ECAM and RRA on an interim basis subject to further investigation and a hearing scheduled for September 2013.

Washington

In December 2012, PacifiCorp filed for judicial review of the WUTC's August and November 2012 orders regarding proceeds from the sales of RECs on or after January 1, 2009. In February 2013, PacifiCorp, WUTC staff and intervening parties submitted a joint filing with the WUTC proposing a tracking mechanism for REC sales revenues. In March 2013, the WUTC issued a notice stating that the February 2013 joint filing failed to comply with the WUTC's orders, primarily requiring PacifiCorp and other parties to clarify the period over which amortization of historical REC revenues (revenues from January 1, 2009 through April 2, 2011) will occur. In March 2013, PacifiCorp filed a response to the WUTC notice requesting that the WUTC not require amortization of historical REC revenues until after resolution of the pending judicial review of the WUTC's orders. WUTC staff and intervening parties submitted a joint response to the WUTC notice requesting the amortization of historical REC revenues begin on May 1, 2013 and be distributed as a one-time credit or amortized over one year. No action has been taken with regard to the parties' responses to the WUTC's notice, and judicial review of the WUTC's orders remains pending.

Idaho

In February 2013, PacifiCorp filed its annual ECAM application with the IPUC requesting recovery of $16 million of deferred net power costs, of which $9 million will be collected over a one-year period and the remainder collected over a three-year period. In March 2013, the IPUC approved the new rates, which became effective April 2013.

In June 2013, PacifiCorp filed a multi-party stipulation with the IPUC that would increase base rates $2 million effective January 2014, allow the deferral of any removal costs incurred associated with the retirement of the Carbon coal-fueled generating facility with timing of recovery to be determined in a future proceeding and implement depreciation rates reflected in the depreciation study that is pending IPUC approval. In addition, a resource adder to provide a means for recovery of costs associated with Lake Side 2 would be included in the ECAM effective January 2015 for $5 million annually. This deferral would continue until Lake Side 2 is included in base rates. The stipulation also specifies that January 2016 is the earliest effective date that PacifiCorp could seek any additional increase to customers' base rates. The stipulation is subject to approval by the IPUC. Hearings are scheduled for August and September 2013 with a decision expected shortly thereafter.

MidAmerican Energy

In May 2013, MidAmerican Energy filed a request with the IUB for an increase in Iowa retail electric rates. MidAmerican Energy expects to begin collecting interim rates in the third quarter of 2013. The interim rates would be collected subject to refund pending a final decision by the IUB on MidAmerican Energy's requested rate increase. If approved, the proposed rate increase would be phased in over approximately three years and would result in equal annualized increases in revenues, above current rates, of $45 million, or 3.6%, effective with the start of interim rates and again on January 1, 2015 and 2016, for a total annualized increase of $135 million when fully implemented. In addition to the request for an increase in base rates, the filing contains a request for the creation of two new adjustment clauses to be effective with the implementation of final approved rates. One clause would be for the recovery of changes in certain energy production related costs such as fuel, fuel transportation and the impacts of the production tax credit. The second clause would be for recovery of certain electric transmission charges. The filing also proposes a revenue sharing mechanism similar to that in place at MidAmerican Energy for a number of years that shares with customers revenues related to equity returns above 11.5%. A final decision by the IUB on MidAmerican Energy's request is expected by the end of the first quarter of 2014.

Since 2010, MidAmerican Energy has been investigating the possible development of a nuclear generation facility. MidAmerican Energy has completed its investigation and concluded that it is currently premature to pursue any additional site work on a nuclear facility. MidAmerican Energy submitted its assessment to the IUB in June 2013. In support of such an investigation, Iowa law provided for recovery of the cost of this effort from MidAmerican Energy's Iowa customers over three years beginning in October 2010, subject to the review of the IUB.

Kern River

In December 2009, the FERC issued an order establishing revised rates for the period of Kern River's initial long-term contracts ("Period One rates") and required that rates be established based on a levelized rate design for eligible customers that elect to take service following the expiration of their initial contracts (“Period Two rates"). The FERC set all other issues related to Period Two rates for hearing. In November 2010, the FERC issued an order that denied all requests for rehearing related to Period One rates from the FERC's December 2009 order and established that the Company is entitled to base its Period Two rates on a 100% equity capital structure.

In July 2011, the FERC issued an order requiring, among other things, that Period Two rates be based on a return on equity of 11.55% and a levelization period that coincides with a contract length of 10 or 15 years. The FERC also determined that capital expenditures associated with compressor engines and general plant replacements can be recovered in a future rate case and cannot be incorporated into Period Two rates at this time. The Company, as well as others, requested rehearing and clarification of the FERC's July 2011 order. The Company filed in compliance with the FERC's order in August 2011 and, following an order on compliance, again in September 2011. In late September 2011, the FERC issued a second order on compliance, accepting the Company's filing. In February 2013, the FERC issued an order that denied the requests for rehearing regarding its previous orders on Period Two rates. In March 2013, the Company requested clarification, or in the alternative a rehearing, on recovery of plant replacements.

Environmental Laws and Regulations

The Company is subject to federal, state, local and foreign laws and regulations regarding air and water quality, renewable portfolio standards, emissions performance standards, climate change, coal combustion byproduct disposal, hazardous and solid waste disposal, protected species and other environmental matters that have the potential to impact the Company's current and future operations. In addition to imposing continuing compliance obligations, these laws and regulations provide regulators with the authority to levy substantial penalties for noncompliance including fines, injunctive relief and other sanctions. These laws and regulations are administered by the EPA and various other state, local and international agencies. All such laws and regulations are subject to a range of interpretation, which may ultimately be resolved by the courts. Environmental laws and regulations continue to evolve, and the Company is unable to predict the impact of the changing laws and regulations on its operations and consolidated financial results. The Company believes it is in material compliance with all applicable laws and regulations. Refer to "Liquidity and Capital Resources" for discussion of the Company's forecasted environmental-related capital expenditures. The discussion below contains material developments to those matters disclosed in Item 7 of the Company's Annual Report on Form 10-K for the year ended December 31, 2012 .

Clean Air Act Regulations

The Clean Air Act is a federal law administered by the EPA that provides a framework for protecting and improving the nation's air quality and controlling sources of air emissions. The implementation of new standards is generally outlined in State Implementation Plans ("SIPs"), which are a collection of regulations, programs and policies to be followed. SIPs vary by state and are subject to public hearings and EPA approval. Some states may adopt additional or more stringent requirements than those implemented by the EPA.

As a result of Clean Air Act requirements, the Company anticipates retirement of PacifiCorp's Carbon facility in early 2015. In anticipation of the April 16, 2015, Mercury and Air Toxics Standards ("MATS") compliance deadline, MidAmerican Energy evaluated each of its coal-fueled units for compliance with the MATS emission limits. Due to the MATS compliance costs, MidAmerican Energy plans to retire four coal-fueled units by March 31, 2015. These units include Walter Scott, Jr. Energy Center Units 1 and 2 and George Neal Energy Center Units 1 and 2. A fifth unit, Riverside Generating Station, will be limited to natural gas combustion by March 31, 2015. The units being retired produced 2.2 million MWh of electricity, or 7% of MidAmerican Energy's owned generation production, during 2012. These planned retirements are independent of and precede the April 2016 deadline by which these five units had to stop burning solid fuel arising from the consent decree MidAmerican Energy previously agreed to with the Sierra Club.

National Ambient Air Quality Standards

In June 2010, the EPA finalized a new national ambient air quality standard for sulfur dioxide. Under the new rule, the existing 24-hour and annual standards for sulfur dioxide, which were 140 parts per billion measured over 24 hours and 30 parts per billion measured over an entire year, were replaced with a new one-hour standard of 75 parts per billion. The new rule utilizes a three-year average to determine attainment. The rule utilizes source modeling in addition to the installation of ambient monitors where sulfur dioxide emissions impact populated areas. Attainment designations were due by June 2012; however, due to the lack of sufficient information to make the designations, the EPA extended the deadline for area designations to June 2013. The EPA issued its final designations in July 2013 and determined that a portion of Muscatine County, Iowa was in nonattainment for the one-hour sulfur dioxide standard. MidAmerican Energy's Louisa coal-fueled generating facility is located just outside of Muscatine County, south of the violating monitor. In its final designation, the EPA indicated that it was not yet prepared to conclude that the emissions from the Louisa coal-fueled generating facility contribute to the monitored violation or to other possible violations and that in a subsequent round of designations the EPA will make decisions for areas and sources outside Muscatine County. MidAmerican Energy does not believe a subsequent nonattainment designation will have a material impact on the Louisa coal-fueled generating facility.

Regional Haze

The EPA has initiated a regional haze program intended to improve visibility in designated federally protected areas ("Class I areas"). Some of PacifiCorp's coal-fueled generating facilities in Utah, Wyoming and Arizona are subject to the Clean Air Visibility Rules. In accordance with the federal requirements, states are required to submit State Implementation Plans ("SIP") that address emissions from sources subject to best available retrofit technology ("BART") requirements and demonstrate progress towards achieving natural visibility requirements in Class I areas by 2064.

The state of Utah issued a regional haze SIP requiring the installation of sulfur dioxide, nitrogen oxides and particulate matter controls on Hunter Units 1 and 2, and Huntington Units 1 and 2. In December 2012, the EPA approved the sulfur dioxide portion of the Utah regional haze SIP and disapproved the nitrogen oxides and particulate matter portions. Certain groups have appealed the EPA's approval of the sulfur dioxide portion. The state of Utah and PacifiCorp filed petitions for review of the EPA's final rule on the BART determinations in Utah's regional haze SIP in March 2013. In addition, and separate from the EPA's approval process and related litigation, the Utah Division of Air Quality is undertaking an additional BART analysis for Hunter Units 1 and 2, and Huntington Units 1 and 2, which will be provided to the EPA as a supplement to the existing Utah SIP. It is unknown whether and how this supplemental analysis will impact the EPA's decision regarding the existing SIP.

The state of Wyoming issued two regional haze SIPs requiring the installation of sulfur dioxide, nitrogen oxides and particulate matter controls on certain PacifiCorp coal-fueled generating facilities in Wyoming. The EPA approved the sulfur dioxide SIP in December 2012, but initially proposed in June 2012 to disapprove portions of the nitrogen oxides and particulate matter SIP and instead issue a federal implementation plan ("FIP"). The EPA withdrew its initial proposed actions on the nitrogen oxides and particulate matter SIP and the proposed FIP, and in June 2013, published a re-proposed rule to disapprove portions of the SIP and instead issue a FIP. The EPA proposed to approve the installation of selective catalytic reduction equipment at Jim Bridger Unit 3 by December 31, 2015; to approve the installation of selective catalytic reduction equipment at Jim Bridger Unit 4 by December 31, 2016; to approve the installation of selective catalytic reduction equipment at Jim Bridger Unit 2 by December 31, 2021; to approve the installation of selective catalytic reduction equipment at Jim Bridger Unit 1 by December 31, 2022; and to approve the installation of selective catalytic reduction equipment and a baghouse at Naughton Unit 3 by December 31, 2014. However, the EPA is also taking comment on PacifiCorp's planned conversion of Naughton Unit 3 to natural gas. Until the EPA approves the natural gas conversion, PacifiCorp remains under an obligation to comply with the SIP. The EPA also proposed to reject the SIP for the Wyodak facility, Naughton Units 1 and 2 and Dave Johnston Units 3 and 4; and to require within five years, the installation of selective non-catalytic reduction equipment at the Wyodak facility and Dave Johnston Unit 4, and selective catalytic reduction equipment at Naughton Units 1 and 2 and Dave Johnston Unit 3. The EPA also proposed to require the installation of low-nitrogen oxides burners and overfire air systems at Dave Johnston Units 1 and 2 by July 31, 2018. The EPA held three public hearings in June and July 2013, and the public comment period is scheduled to close August 26, 2013. The EPA is under a consent decree entered into with environmental groups to take final action on its proposed action by November 2013. In the meantime, certain groups have appealed the EPA's approval of the sulfur dioxide SIP, and PacifiCorp has intervened in that appeal.

The state of Arizona issued a regional haze SIP requiring, among other things, the installation of sulfur dioxide, nitrogen oxides and particulate matter controls on Cholla Unit 4. The EPA approved in part, and disapproved in part, the Arizona SIP and issued a FIP for the disapproved portions. PacifiCorp filed an appeal in the United States Court of Appeals for the Ninth Circuit ("Ninth Circuit") regarding the FIP as it relates to Cholla Unit 4, and the Arizona Department of Environmental Quality and other affected Arizona utilities filed separate appeals of the FIP as it relates to their interests. The Ninth Circuit has not made any decisions in regard to these appeals. In April 2013, the EPA granted in part PacifiCorp's February 2013 petition for reconsideration relating to the compliance methodology for nitrogen oxides at Cholla Unit 4. The EPA plans to publish a notice of proposed rulemaking seeking comment on an alternative compliance methodology for nitrogen oxides at Cholla Unit 4, and PacifiCorp will have an opportunity to submit comments on that methodology.

A case is pending before the United States Court of Appeals for the Tenth Circuit ("Tenth Circuit") with regard to a similar appeal of a FIP issued by the EPA in New Mexico. The Tenth Circuit recently issued a ruling on an appeal of a FIP issued by the EPA rejecting portions of the Oklahoma SIP, denying the state's and utility's challenge.

Until the EPA takes final action in each state and decisions have been made on each appeal, the Company cannot fully determine the impacts of the Regional Haze regulation on its generating facilities.

Climate Change

In April 2012, the EPA proposed New Source Performance Standards for GHG at new fossil-fueled generating facilities at an emissions rate of 1,000 pounds per MWh, which are expected to be finalized in 2013. The EPA is also under a consent decree to establish GHG emissions performance standards for existing and modified sources.

GHG New Source Performance Standards

Under the Clean Air Act, the EPA may establish emissions standards that reflect the degree of emissions reductions achievable through the best technology that has been demonstrated, taking into consideration the cost of achieving those reductions and any non-air quality health and environmental impact and energy requirements. The EPA entered into a settlement agreement with a number of parties, including certain state governments and environmental groups, in December 2010 to promulgate emissions standards covering GHG. In April 2012, the EPA proposed new source performance standards for new fossil-fueled generating facilities that would limit emissions of carbon dioxide to 1,000 pounds per MWh. The April 2012 proposal exempted simple cycle combustion turbines from meeting the GHG standards. In June 2013, the President announced a national climate change strategy and issued a presidential memorandum requiring the EPA to issue a re-proposed GHG new source performance standard for fossil-fueled generating facilities by September 2013. Any new fossil-fueled generating facilities constructed by the Company will be required to meet the final GHG new source performance standards. The presidential memorandum also requires the EPA to propose standards or guidelines for existing and modified fossil-fueled generating facilities by June 2014, to finalize those standards or guidelines by June 2015, and to require states to submit SIPs that comply with those standards or guidelines by June 2016. Until the standards or guidelines for existing, modified or reconstructed units are proposed and finalized, the impact on the Company's existing facilities cannot be determined.

Regional and State Activities

Over the past several years, the states of California, Washington and Oregon have adopted GHG emissions performance standards for base load electricity generating resources. Under the laws in California and Oregon, the emissions performance standards provide that emissions must not exceed 1,100 pounds of carbon dioxide per MWh. Effective April 2013, Washington's amended emissions performance standards provide that GHG emissions for base load electricity generating resources must not exceed 970 pounds of carbon dioxide per MWh. These GHG emissions performance standards generally prohibit electric utilities from entering into long-term financial commitments (e.g., new ownership investments, upgrades, or new or renewed contracts with a term of five or more years) unless any base load generation supplied under long-term financial commitments comply with the GHG emissions performance standards.

GHG Litigation

In October 2009, the United States District Court for the Northern District of California ("Northern District of California") granted the defendants' motions to dismiss in the case of Native Village of Kivalina v. ExxonMobil Corporation, et al . The plaintiffs filed their complaint in February 2008, asserting claims against 24 defendants, including electric generating companies, oil companies and a coal company, for public nuisance under state and federal common law based on the defendants' GHG emissions. MEHC was a named defendant in the Kivalina case. The Northern District of California dismissed all of the plaintiffs' federal claims, holding that the court lacked subject matter jurisdiction to hear the claims under the political question doctrine, and that the plaintiffs lacked standing to bring their claims. The Northern District of California declined to hear the state law claims and the case was dismissed without prejudice to their future presentation in an appropriate state court. In November 2009, the plaintiffs appealed the case to the Ninth Circuit. In September 2012, the Ninth Circuit issued its opinion affirming the Northern District of California's dismissal of the plaintiffs' complaint. The Ninth Circuit held that the Clean Air Act displaced the plaintiffs' federal common law claims. In October 2012, the plaintiffs filed a petition for a full rehearing by the Ninth Circuit, which was denied by the Ninth Circuit in November 2012. In February 2013, the plaintiffs filed a petition with the United States Supreme Court to review the Ninth Circuit's decision. In May 2013, the United States Supreme Court denied the petition.

Collateral and Contingent Features

Debt of MEHC and debt and preferred securities of certain of its subsidiaries are rated by credit rating agencies. Assigned credit ratings are based on each rating agency's assessment of the rated company's ability to, in general, meet the obligations of its issued debt or preferred securities. The credit ratings are not a recommendation to buy, sell or hold securities, and there is no assurance that a particular credit rating will continue for any given period of time.

MEHC and its subsidiaries have no credit rating downgrade triggers that would accelerate the maturity dates of outstanding debt, and a change in ratings is not an event of default under the applicable debt instruments. The Company's unsecured revolving credit facilities do not require the maintenance of a minimum credit rating level in order to draw upon their availability but, under certain instances, sufficient covenant tests must be maintained if ratings drop below a certain level. However, commitment fees and interest rates under the credit facilities are tied to credit ratings and increase or decrease when the ratings change. A ratings downgrade could also increase the future cost of commercial paper, short- and long-term debt issuances or new credit facilities.

In accordance with industry practice, certain wholesale agreements, including derivative contracts, contain provisions that require certain of MEHC's subsidiaries, principally the Utilities, to maintain specific credit ratings on their unsecured debt from one or more of the three recognized credit rating agencies. These agreements may either specifically provide bilateral rights to demand cash or other security if credit exposures on a net basis exceed specified rating-dependent threshold levels ("credit-risk-related contingent features") or provide the right for counterparties to demand "adequate assurance" in the event of a material adverse change in the subsidiary's creditworthiness. These rights can vary by contract and by counterparty. As of June 30, 2013 , these subsidiaries' credit ratings from the three recognized credit rating agencies were investment grade. If all credit-risk-related contingent features or adequate assurance provisions for these agreements had been triggered as of June 30, 2013 , the Company would have been required to post $446 million of additional collateral. The Company's collateral requirements could fluctuate considerably due to market price volatility, changes in credit ratings, changes in legislation or regulation, or other factors. Refer to Note 9 of Notes to Consolidated Financial Statements in Item 1 of this Form 10-Q for a discussion of the Company's collateral requirements specific to the Company's derivative contracts.

In accordance with MEHC's equity commitment agreement related to the Topaz and Solar Star Projects, if MEHC does not maintain at least an investment grade credit rating from at least two of the three credit ratings agencies, MEHC's obligations under the equity commitment agreement would be supported by cash collateral or a letter of credit issued by a financial institution that meets certain minimum criteria specified in the financing documents. Upon reaching the final commercial operation date of the Topaz and Solar Star Projects, MEHC will have no further obligation to make any equity contribution and any unused equity contribution obligations will be canceled. As of June 30, 2013, the equity commitment related to the Topaz Project was $1.33 billion and the equity commitment related to the Solar Star Projects was $1.75 billion. Refer to Note 16 of Notes to Consolidated Financial Statements in Item 8 of the Company's Annual Report on Form 10-K for the year ended December 31, 2012 and Note 11 of Notes to Consolidated Financial Statements in this Form 10-Q for a discussion of the Company's collateral requirements specific to the Company's equity commitments.

New Accounting Pronouncements

For a discussion of new accounting pronouncements affecting the Company, refer to Note 2 of Notes to Consolidated Financial Statements in Item 1 of this Form 10-Q.

Critical Accounting Estimates

Certain accounting measurements require management to make estimates and judgments concerning transactions that will be settled several years in the future. Amounts recognized on the Consolidated Financial Statements based on such estimates involve numerous assumptions subject to varying and potentially significant degrees of judgment and uncertainty and will likely change in the future as additional information becomes available. Estimates are used for, but not limited to, the accounting for the effects of certain types of regulation, derivatives, impairment of goodwill and long-lived assets, pension and other postretirement benefits, income taxes and revenue recognition - unbilled revenue. For additional discussion of the Company's critical accounting estimates, see Item 7 of the Company's Annual Report on Form 10-K for the year ended December 31, 2012 . There have been no significant changes in the Company's assumptions regarding critical accounting estimates since December 31, 2012 .


Item 3.	Quantitative and Qualitative Disclosures About Market Risk

For quantitative and qualitative disclosures about market risk affecting the Company, see Item 7A of the Company's Annual Report on Form 10-K for the year ended December 31, 2012 . The Company's exposure to market risk and its management of such risk has not changed materially since December 31, 2012 . Refer to Note 9 of Notes to Consolidated Financial Statements in Item 1 of this Form 10-Q for disclosure of the Company's derivative positions as of June 30, 2013 .


Item 4.	Controls and Procedures

At the end of the period covered by this Quarterly Report on Form 10-Q, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Chief Executive Officer (principal executive officer) and the Chief Financial Officer (principal financial officer), of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended). Based upon that evaluation, the Company's management, including the Chief Executive Officer (principal executive officer) and the Chief Financial Officer (principal financial officer), concluded that the Company's disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the United States Securities and Exchange Commission's rules and forms, and is accumulated and communicated to management, including the Company's Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. There has been no change in the Company's internal control over financial reporting during the quarter ended June 30, 2013 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II


Item 1.	Legal Proceedings

For a description of certain legal proceedings affecting the Company, refer to the discussion contained herein and to Note 11 of Notes to Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q.

Litigation Related to the NV Energy Acquisition

Following the announcement of the acquisition of NV Energy by MEHC on May 29, 2013, several complaints were filed by purported shareholders of NV Energy in the Eighth Judicial District Court in Clark County, Nevada, challenging the proposed merger.

The complaints were filed on behalf of a putative class of NV Energy public shareholders, naming NV Energy, its board of directors, MEHC and Silver Merger Sub Inc. ("Merger Sub"), an indirect wholly owned subsidiary of MEHC. The complaints, as amended, generally allege that the individual defendants breached their fiduciary duties in connection with the proposed merger, and that NV Energy, Merger Sub and MEHC aided and abetted the breach of fiduciary duties by the individual defendants. The amended complaints seek, among other things, an order preliminarily and permanently enjoining the acquisition, disclosure of certain information relating to the acquisition, damages, and plaintiff's expenses.

Although MEHC is unable at this time to determine the ultimate outcome of these lawsuits, injunctive relief or an adverse determination in the shareholder class actions could result in a cash judgment or settlement and affect our ability to complete the acquisition with NV Energy. MEHC intends to vigorously defend the lawsuits.


Item 1A.	Risk Factors

There has been no material change to the Company's risk factors from those disclosed in Item 1A of the Company's Annual Report on Form 10-K for the year ended December 31, 2012 .


Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.


Item 3.	Defaults Upon Senior Securities

Not applicable.


Item 4.	Mine Safety Disclosures

Information regarding the Company's mine safety violations and other legal matters disclosed in accordance with Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act is included in Exhibit 95 to this Form 10-Q.


Item 5.	Other Information

Not applicable.


Item 6.	Exhibits

The exhibits listed on the accompanying Exhibit Index are filed as part of this Quarterly Report.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



	MIDAMERICAN ENERGY HOLDINGS COMPANY
	(Registrant)



Date: August 2, 2013	/s/ Patrick J. Goodman
	Patrick J. Goodman
	Executive Vice President and Chief Financial Officer
	(principal financial and accounting officer)

EXHIBIT INDEX


Exhibit No.	Description


4.1	First Supplemental Indenture, dated as of April 15, 2013, between Topaz Solar Farms LLC, as Issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee, relating to the $250,000,000 in principal amounts of the 4.875% Series B Senior Secured Notes Due 2039.


4.2	Indenture, dated as of June 27, 2013, between Solar Star Funding, LLC, as Issuer, and Wells Fargo Bank, National Association, as Trustee, relating to the $1,000,000,000 in principal amounts of the 5.375% Series A Senior Secured Notes Due 2035.


4.3	Twenty-Sixth Supplemental Indenture, dated as of June 1, 2013, to PacifiCorp's Mortgage and Deed of Trust dated as of January 9, 1989 (incorporated by reference to Exhibit 4.1 to the PacifiCorp Form 8-K filed June 6, 2013).


15	Awareness Letter of Independent Registered Public Accounting Firm.


31.1	Principal Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.


31.2	Principal Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.


32.1	Principal Executive Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


32.2	Principal Financial Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


95	Mine Safety Disclosures Required by the Dodd-Frank Wall Street Reform and Consumer Protection Act.

101

The following financial information from MidAmerican Energy Holdings Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 , is formatted in XBRL (eXtensible Business Reporting Language) and included herein: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Equity, (v) the Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements, tagged in summary and detail.

EXHIBIT 4.1

EXECUTION VERSION

TOPAZ SOLAR FARMS LLC,

as Issuer,

and

The Bank of New York Mellon Trust Company, N.A.,

as Trustee

________________________

FIRST SUPPLEMENTAL INDENTURE

Dated as of April 15, 2013

INDENTURE

Dated as of February 24, 2012

________________________

AMENDMENT TO THE INDENTURE

AND

SUPPLEMENT TO INDENTURE RELATING TO 4.875% SERIES B SENIOR SECURED NOTES DUE 2039

NY\5744036.6

THIS FIRST SUPPLEMENTAL INDENTURE (this “ First Supplemental Indenture ”), dated as of April 15, 2013 (the “ Effective Date ”), is between Topaz Solar Farms LLC, a Delaware limited liability company (the “ Company ”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “ Trustee ”) and amends and supplements the Base Indenture referred to below.

RECITALS

WHEREAS, the Company has executed and delivered to the Trustee an Indenture, dated as of February 24, 2012 (the “ Base Indenture ”, as amended by, and together with, this First Supplemental Indenture, the “ Indenture ”), pursuant to which the Company has duly issued its 5.75% Series A Senior Secured Notes due 2039 in the aggregate principal amount of $850,000,000, of which $850,000,000 in aggregate principal amount are outstanding as of the Effective Date (the “ Series A Notes ”);

WHEREAS, pursuant to Sections 9.01(1) of the Base Indenture, a supplemental indenture may be entered into by the Company and the Trustee without the consent of any Holders (as defined in the Base Indenture) to (i) cure any ambiguity, defect or inconsistency, (ii) make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights hereunder of any Holder, and (iii) establish Additional Notes (as defined in the Base Indenture and amended hereby), upon satisfaction of the conditions set forth in Sections 2.13 and 4.09(a)(2) of the Base Indenture, in the amounts and for the purposes permitted herein;

WHEREAS, the Company has authorized the execution and delivery of this First Supplemental Indenture to (i) cure the inconsistency in the definition of “Additional Notes” in the Base Indenture, (ii) cure a defect in the definition of “Indebtedness,” (iii) make a change in Section 4.09 of the Base Indenture that would provide additional rights or benefits to the Holders and (iv) provide for the issuance and the term of the 4.875% Series B Senior Secured Notes due 2039 in the aggregate principal amount of $250,000,000 (the “ Series B Notes ”);

WHEREAS, the amendments contained herein do not adversely affect the legal rights of any Holder;

WHEREAS, the execution and delivery of this First Supplemental Indenture has been duly authorized by the parties hereto, and all conditions and requirements necessary to make this First Supplemental Indenture a valid and binding agreement of the Company enforceable in accordance with its terms have been duly performed and complied with; and

NY\5744036.6

NOW, THEREFORE, for and in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties have hereby agreed, for the equal and proportionate benefit of all Holders of the Series B Notes, as follows:

ARTICLE I

RELATION TO BASE INDENTURE; DEFINITIONS

Section 1.1 Relation to Base Indenture.

Unless otherwise stated herein, the terms and provisions contained in the Base Indenture will constitute, and are hereby expressly made, a part of this First Supplemental Indenture and the Company and the Trustee, by their execution and delivery of this First Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of the Base Indenture conflicts with the express provisions of this First Supplemental Indenture, the provisions of this First Supplemental Indenture will govern and be controlling with respect to the Series B Notes; provided that, the provisions of Article II of this Supplemental Indenture shall amend and supplement the Base Indenture and shall govern all Notes issued under the Base Indenture.

The Trustee accepts the amendment of the Base Indenture effected by this First Supplemental Indenture, but only upon the terms and conditions set forth in this First Supplemental Indenture. The Trustee will not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Company, or for or with respect to (1) the validity or sufficiency of this First Supplemental Indenture or any of the terms or provisions hereof, (2) the proper authorization hereof by the Company, (3) the due execution hereof by the Company or (4) the consequences (direct or indirect and whether deliberate or inadvertent) of any amendment herein provided for, and the Trustee makes no representation with respect to any such matters.

Section 1.2 Generally .

The rules of interpretation set forth in the Base Indenture shall be applied hereto as if set forth in full herein.

Section 1.3 Definition of Certain Terms.

Capitalized terms used herein and not otherwise defined herein or amended in Article II hereof shall have the respective meanings ascribed thereto in the Base Indenture.

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ARTICLE II

AMENDMENT TO THE BASE INDENTURE

Section 2.1 Amendment to the Definitions .

(a) The definition of “Additional Notes” set forth within the Base Indenture is hereby deleted in its entirety and replaced with the following:

“Additional Notes” means additional Notes (other than the Initial Notes) issued under this Indenture in accordance with Sections 2.02, 2.13 and 4.09 hereof, as part of the same class as the Initial Notes.

(b) The last sentence of the definition of “Indebtedness” set forth within the Base Indenture is hereby deleted in its entirety and replaced with the following:

Indebtedness shall be calculated without giving effect to the effects of ASC 815, Derivatives and Hedging , and related interpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose under this Indenture as a result of accounting for any embedded derivatives created by the terms of such Indebtedness.

Section 2.2 Amendment to Section 4.09(a)(2).

For the benefit of all Holders, Section 4.09(a)(2) of the Base Indenture is hereby deleted in its entirety and replaced with the following:

(2) the incurrence by the Company of Indebtedness represented by the Initial Notes and any Additional Notes subsequently issued under this Indenture; provided that (x) the aggregate principal amount of such Indebtedness does not exceed $1.1 billion and (y) no issuance of Additional Notes shall be permitted unless (i) the projected Debt Service Coverage Ratio for each semi-annual period will be at least 1.35 to 1.00 (calculated using one-year P90 production assumptions); (ii) there shall be no Default or Event of Default existing at such time under this Indenture or default or event of default existing at such time under the LC Facility; (iii) the Substantial Completion Date (as defined in the EPC Contract) of the Project is projected to occur on or before December 31, 2016 (as confirmed by the Independent Engineer); (iv) the Independent Engineer shall have certified the projections specified in clause (i) after giving effect to the issuance of such Additional Notes; (v) at least two Rating Agencies shall have affirmed their initial rating of the Notes; and (vi) such issuance of Additional Notes shall be completed prior to the first anniversary of the Commercial Operation Date (as defined in the PPA);

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ARTICLE III

TERMS OF THE SERIES B NOTES

Section 3.1 Form and Dating .

The Series B Notes and the Trustee’s certificate of authentication will be substantially in the form of Exhibits A1 and A2 hereto, respectively. As set forth in the Base Indenture, Exhibits A1 and A2 of the Base Indenture shall not apply to the Series B Notes and any reference to Exhibits A1 and A2 in the Base Indenture shall instead be deemed to refer to Exhibits A1 and A2 of this First Supplemental Indenture.

ARTICLE IV

MISCELLANEOUS PROVISIONS

Section 4.1 Headings.

The headings of the Articles and Sections of this First Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part hereof and shall in no way modify or restrict any of the terms or provisions hereof.

Section 4.2 Counterpart Originals.

The parties may sign any number of copies of this First Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

Section 4.3 Severability.

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

Section 4.4 Successors and Assigns.

All agreements of the Company in this First Supplemental Indenture and the Series B Notes will bind its successors. All agreements of the Trustee in this First Supplemental Indenture will bind its successors. In case any provision in this First Supplemental Indenture or in the Series B Notes is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.

Section 4.5 Governing Law.

THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS FIRST SUPPLEMENTAL INDENTURE AND THE SERIES B NOTES

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WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

[signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed as of the day and year first above written.

SIGNATURES

Dated as of April 15, 2013



	TOPAZ SOLAR FARMS LLC, as Issuer

	By: /s/ Calvin D. Haack
	Name: Calvin D. Haack
	Title: Treasurer

	THE BANK OF NEW YORK MELLON TRUST

	By: /s/ R. Tamas
	Name: R. Tamas
	Title: Vice President

[SIGNATURE PAGE TO FIRST SUPPLEMENTAL INDENTURE]

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[Face of Note]

CUSIP/CINS ____________

4.875% Series B Senior Secured Notes due 2039

No. ___ $____________

TOPAZ SOLAR FARMS LLC

promises to pay to or registered assigns,

the principal sum of __________________________________________________________ DOLLARS in installments on the dates and in the amounts as set forth in Schedule 1 hereto and made part hereof.

Interest Payment Dates: March 30 and September 30

Record Dates: March 15 and September 15

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Dated: April __, 2013

TOPAZ SOLAR FARMS LLC

By:
    Name:
    Title:

This is one of the Notes referred to
in the within-mentioned Indenture:

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee

By:
Authorized Signatory

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[Back of Note]

4.875% Series B Senior Secured Notes due 2039

[Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture]

Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

(1) INTEREST . Topaz Solar Farms LLC, a Delaware limited liability company (the “ Company ”), promises to pay or cause to be paid interest on the principal amount of this Series B Senior Secured Note (the “ Series B Note ”) at 4.875% per annum from ________________, ___ until maturity. The Company will pay interest, if any, semi-annually in arrears on March 30 and September 30 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “ Interest Payment Date ”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that, if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided further that the first Interest Payment Date shall be _____________, _____. The Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 1% higher than the then applicable interest rate on the Notes to the extent lawful; it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest, if any (without regard to any applicable grace period), at the same rate to the extent lawful.

Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months.

(2) METHOD OF PAYMENT . The Company will pay interest, and will make payments of principal in accordance with Schedule 1 hereto, on the Series B Notes (except defaulted interest), if any, to the Persons who are registered Holders at the close of business on the March 15 or September 15 next preceding the Interest Payment Date, even if such Series B Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium, if any, and interest, if any, at the office or agency of the Paying Agent and Registrar within the City and State of New York, or, at the option of the Company, payment of interest, if any, may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds will be required with respect to principal of, premium

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on, if any, and interest, if any, on, all Global Notes and all other Notes the Holders of which will have provided wire transfer instructions to the Company or the Paying Agent on or before the relevant record date. Such payment will be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

(3) PAYING AGENT AND REGISTRAR . Initially, The Bank of New York Mellon Trust Company, N.A., the Trustee under the Indenture, will act as Paying Agent and Registrar. The Company may change the Paying Agent or Registrar without prior notice to the Holders. The Company may act as Paying Agent or Registrar.

(4) INDENTURE AND SECURITY DOCUMENTS. The Company issued the Notes under an Indenture dated as of February 24, 2012 (the “ Base Indenture ”) between the Company and the Trustee, as amended and supplemented by the First Supplemental Indenture dated as of April 15, 2013 (the “ First Supplemental Indenture ” and, together with the Base Indenture, the “ Indenture ”), between the Company and the Trustee. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are secured obligations of the Company, secured on a first priority basis by a security interest in substantially all of the Company’s assets, pursuant to the Security Documents referred to in the Indenture. The aggregate amount of Indebtedness represented by the Initial Notes, the Series B Notes and any Additional Notes subsequently issued under the Indenture may not exceed $1.1 billion.

(5) OPTIONAL REDEMPTION .

(a) At any time prior to the Maturity Date the Company will have the right, at its option, to redeem any of the Notes, in whole at any time or in part from time to time prior to their maturity, on at least 30 days’ but not more than 60 days’ notice, at a redemption price equal to the greater of (1) 100% of the principal amount of such Notes and (2) the sum of the present value of each remaining scheduled payment of principal and interest thereon (exclusive of interest accrued to the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points (the “ Make-Whole Amount ”), plus in each case accrued and unpaid interest, if any, on the principal amount of the Notes up to, but not including, the redemption date (subject to the right of the Holder on the relevant record date to receive interest due on the relevant interest payment date).

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(b) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.

(6) NOTICE OF REDEMPTION . At least 30 days but not more than 60 days before a redemption date, the Company will mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture pursuant to Articles 8 or 11 thereof. Notes and portions of Notes selected will be in amounts of $100,000 or whole multiples of $1,000 in excess thereof; except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder shall be redeemed or purchased.

(7) NO SINKING FUND. The Company is not required to make sinking fund payments with respect to the Notes.

(8) CHANGE OF CONTROL REPURCHASE AT THE OPTION OF HOLDER . Upon the occurrence of a Change of Control, each Holder will have the right to require the Company to repurchase all or a portion (equal to $100,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the principal amount of such Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment” ), (subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date). Within 10 days following either the date upon which a Change of Control has occurred, the Company will send, by first-class mail a notice describing the transaction or transactions that Constitute the Change of Control and setting forth the procedures governing the Change of Control Offer as required by the Indenture.

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(9) MANDATORY REDEMPTION .

(a) If:

(1) all or a portion of the Project is destroyed, condemned, seized or expropriated,

(2) the Company receives Loss Proceeds from insurance, indemnification, condemnation or otherwise as a result of such event noted above in excess of an amount equal to $20.0 million, which amount shall have been deposited into the Loss Proceeds Account pursuant to Section 3.10 of the Depositary Agreement; and

(3) (a) the Company does not submit a Reinvestment Certificate within the later of (i) 90 days of the occurrence of such Loss Event and (ii) 60 days after the Company receives the applicable Loss Proceeds related to such Loss Event (or promptly upon the Company’s determination not to undertake any Restoration Work in connection with such Loss Event), (b) the Company fails to submit an acceptable Reinvestment Plan (as approved by the Independent Engineer) within the same time period set forth in clause (a), (c) the Company fails to undertake any Restoration Work to the extent required in accordance with the applicable Reinvestment Plan, (d) the Company fails to complete such Restoration Work within 270 days following the occurrence of such Loss Event (provided that such period may be extended for an additional 180 days in the event the Company is using commercially reasonable efforts to complete such Restoration Work), or (e) upon completion of such Restoration Work, the amount of excess Loss Proceeds not needed for such purpose is greater than $20.0 million;

then, within five (5) Business Days thereof, or any other applicable event described in Section 3.10 of the Depositary Agreement pursuant to which Loss Proceeds are to be deposited into the Note Redemption Account pursuant to Section 3.10(b)(ii), (iii), (v) or 3.10(c)(ii) of the Depositary Agreement, the Company will direct in writing (which written direction shall specify the amounts of the following transfers) the Depositary Agent to transfer (x) the Note Pro Rata Share of such Loss Proceeds or such excess or remaining Loss Proceeds, as applicable, to the Note Redemption Account and (y) the LC Facility Pro Rata Share (if any) of such Loss Proceeds or such excess or remaining Loss Proceeds, as applicable, to the LC Facility Prepayment Account, which amounts shall be used to redeem the maximum principal amount of Notes in accordance with the provisions set forth in Section 3.09 of the Indenture and, if required, prepay outstanding LC Facility Obligations (plus all accrued interest on the Notes and outstanding LC Facility Obligations and the amount of all fees and expenses, including premiums, if any, incurred in connection therewith) that may be redeemed or prepaid out of such Loss Proceeds or excess or remaining Loss Proceeds, as the case may be. The redemption price in any such redemption will be equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of redemption, subject to the rights of

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Holders on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash.

(b) If a Title Event occurs, the Company will use Title Event Proceeds to pay or reimburse costs and expenses necessary to remedy the applicable Title Event. Upon the completion of the effort to remedy any Title Event, if the amount of any excess Title Event Proceeds not needed for such purpose is in excess of $20.0 million, the Company will, within five (5) Business Days following its delivery to the Trustee and the Collateral Agent of an Officer’s Certificate certifying, among other things, the result of the effort to remedy such Title Event, direct in writing (which written direction shall specify the amounts of the following transfers) the Depositary Agent to transfer (x) the Note Pro Rata Share of such excess Title Event Proceeds to the Note Redemption Account and (y) the LC Facility Pro Rata Share (if any) of such excess Title Event Proceeds to the LC Facility Prepayment Account, which amounts shall be used to redeem the maximum principal amount of the Notes in accordance with the provisions set forth in Section 3.09 of the Indenture and, if required, prepay outstanding LC Facility Obligations (plus all accrued interest on the Notes and outstanding LC Facility Obligations and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be redeemed or prepaid out of such excess Title Event Proceeds. The redemption price in any such redemption will be equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash.

(1) The Company receives any Performance LD Proceeds in excess of $20.0 million; and

(2)(a) the Company does not submit a Reinvestment Certificate within the 60 days after it receives such Performance LD Proceeds (or promptly upon the Company’s determination not to undertake any Performance LD Reinvestment Work with such Performance LD Proceeds), (b) the Company fails to submit an acceptable Reinvestment Plan (as approved by the Independent Engineer) within the same time period set forth in clause (a), (c) the Company fails to complete such Performance LD Reinvestment Work within 90 days following the receipt of such Performance LD Proceeds (provided that such period may be extended for an additional 60 days if the Company is using commercially reasonable efforts to complete such Performance LD Reinvestment Work), or (d) upon completion of any Performance LD Reinvestment Work, the amount of excess Performance LD Proceeds not needed for such purpose is greater than $20.0 million;

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or (vi) of the Depositary Agreement, the Company will direct in writing (which written direction shall specify the amounts of the following transfers) the Depositary Agent to transfer (x) the Note Pro Rata Share of such Performance LD Proceeds or such excess or remaining Performance LD Proceeds, as applicable, to the Note Redemption Account and (y) the LC Facility Pro Rata Share (if any) of such Performance LD Proceeds or excess or remaining Performance LD Proceeds, as applicable, to the LC Facility Prepayment Account, which amounts shall be used to redeem the maximum principal amount of Notes in accordance with the provisions set forth in Section 3.09 of the Indenture and, if required, prepay outstanding LC Facility Obligations (plus all accrued interest on the Notes and outstanding LC Facility Obligations and the amount of all fees and expenses, including premiums, if any, incurred in connection therewith) that may be redeemed or prepaid out of such Performance LD Proceeds or excess or remaining Performance LD Proceeds, as the case may be. The redemption price in any such redemption will be equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash.

Notwithstanding the foregoing, if on the Commercial Operation Date, the Project is capable of generating at least 500MW of electricity, the Company shall not be obligated to make such Mandatory Redemption or prepayment otherwise required pursuant to this clause (c) if it instead elects to be subject to the provisions of a Permitted Capacity Reduction, including the mandatory redemption required thereunder.

(d) If:

(1) The Company receives any Project Contract Termination Proceeds in excess of $20.0 million; and

(2)(a) the Company does not submit a Reinvestment Certificate within 60 days after it receives such Project Contract Termination Proceeds (or promptly upon the Company’s determination not to undertake any Project Contract Replacement Work with such Project Contract Termination Proceeds) or (b) upon completion of such Project Contract Replacement Work, the amount of excess Project Contract Termination Proceeds not needed for such purposes is greater than $20.0 million;

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amounts shall be used to redeem the maximum principal amount of Notes in accordance with the provisions set forth under Section 3.09 of the Indenture and, if required, prepay outstanding LC Facility Obligations (plus all accrued interest on the Notes and outstanding LC Facility Obligations and the amount of all fees and expenses, including premiums, if any, incurred in connection therewith) that may be prepaid or redeemed out of such Project Contract Termination Proceeds or excess Project Contract Termination Proceeds, as the case may be. The redemption price in any such redemption will be equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash.

(e) In the event that, on any Quarterly Date, the conditions for making a Restricted Payment are not satisfied, remaining monies in the Distribution Suspense Account will not, except as indicated in the following sentences, be distributed therefrom until the conditions for making a Restricted Payment are satisfied. If such amounts have been on deposit in the Distribution Suspense Account longer than four consecutive Quarterly Dates and the Company has not been permitted to make a Restricted Payment because the conditions for making such Restricted Payment have not been satisfied, within five Business Days following the fourth consecutive Quarterly Date (subject to extension in accordance with the following sentence), the Company will direct in writing (which written direction shall specify the amounts of the following transfers) the Depositary Agent to transfer (x) the Note Pro Rata Share of such remaining monies to the Note Redemption Account and (y) the LC Facility Pro Rata Share (if any) of such remaining monies to the LC Facility Prepayment Account, which amounts shall be used to redeem the maximum principal amount of Notes in accordance with the provisions set forth in Section 3.09 of the Indenture and, if required, prepay outstanding LC Facility Obligations (plus all accrued interest on the Notes and outstanding LC Facility Obligations and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be prepaid or redeemed out of such amounts remaining in the Distribution Suspense Account, provided that the Company shall be entitled to request that any such amounts may be applied instead to the payment of Project Costs, operating expenses or other transaction costs, subject to the Collateral Agent’s prior written consent, not to be unreasonably withheld. In the event that the sole reason for the failure to satisfy the Distribution Conditions as of such Quarterly Date is the result of the failure to satisfy the historical Debt Service Coverage Ratio test contemplated in clause (e) of the definition of Distribution Conditions, the four consecutive Quarterly Date period specified above may be extended for up to four additional consecutive Quarterly Dates (“ Extended Quarterly Dates ”), and the funds shall be held in a sub-account in the Distribution Suspense Account so long as all Distribution Conditions are not met on each Extended Quarterly Date. In the event of a failure to meet all Distribution Conditions on any Extended Quarterly Date, all such funds on deposit in such sub-account shall be subject to the Mandatory Redemption and prepayment provisions set forth in Section 4.44 of the Indenture. On any Extended Quarterly Date on which all Distribution Conditions are met, the funds relating to that Quarterly Date may be released (but not the funds in the aforementioned sub-account, which may only be released after four

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consecutive Extended Quarterly Dates in which all Distributions Conditions are met). The redemption price in any such redemption will be equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash.

(f) In the event of any reduction of Project capacity as a result of the Adjusted Energy Performance Test under the EPC Contract or in the event of the occurrence at the Commercial Operation Date of any situation that would otherwise require a Mandatory Redemption pursuant to Section 4.42 of the Indenture, the Project capacity may be reduced on such date in accordance with the terms of the EPC Contract (including in respect of the “Adjusted Energy Performance Test”, as defined therein) and the PPA or as otherwise set forth herein and no breach or default under the Financing Documents or any relevant Major Project Contract shall be deemed to have occurred as a result of such reduction or the events giving rise thereto; provided, that, (a) within 30 days after the effective date of such reduction, the Company shall have delivered to the Collateral Agent and the Independent Engineer a certificate setting forth the aggregate principal amount of Notes (“ Adjusted Senior Note Amount ”) that could have been issued if such Notes had originally been issued with respect to the Project at such reduced capacity, provided that the projected Debt Service Coverage Ratio for each semi-annual period during the projected period calculated after giving effect to such Project capacity reduction and the Adjusted Senior Note Amount, shall equal or exceed the projected minimum Debt Service Coverage Ratios set forth in the Base Case Projections (as certified by the Independent Engineer), (b) within 60 days after the Company’s delivery of the certificate set forth in clause (a), the Company shall have redeemed Notes in the aggregate principal amount, if any, by which the then aggregate outstanding principal amount of Notes exceeds the Adjusted Senior Note Amount (the “ Capacity Reduction Payment ”), at a price equal to par, plus accrued and unpaid interest to the date of such redemption, if any, without premium or penalty, in accordance with the provisions set forth in Section 3.09 of the Indenture, (c) the Major Project Contracts otherwise remain in effect with respect to the Project at such reduced capacity, (d) if applicable, all liquidated damages or other payments required to be paid by the EPC Contractor under the EPC Contract in respect of such reduction in capacity have been paid or an equal amount has been contributed as equity to the Company by an Affiliate and (e) if applicable, all payments required to be paid by the Company under the PPA have been paid.

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or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the next succeeding Interest Payment Date.

(11) PERSONS DEEMED OWNERS . The registered Holder of a Note may be treated as the owner of it for all purposes. Only registered Holders have rights under the Indenture.

(12) AMENDMENT, SUPPLEMENT AND WAIVER . Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class, and any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, or interest, if any, on the Notes, except a payment default resulting from accumulation that has been cured) or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class. Without the consent of any Holder, the Indenture or the Notes may be amended or supplemented to cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes, to provide for the assumption of the Company’s obligations to Holders by a successor to the Company pursuant to the Indenture, to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Indenture of any Holder, to conform the text of the Indenture, the Notes, or the Security Documents to any provision of the “Description of the Notes” section of the Company’s Offering Memorandum relating to the initial offering of the Notes, to enter into additional or supplemental Security Documents, to release Collateral in accordance with the terms of the Indenture and the Security Documents, to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture or to evidence the succession of a new Trustee under the Indenture.

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(other than, in the case of any Security Document, covenants, the breach of which would not reasonably be expected to result in a Material Adverse Effect) and not otherwise specifically provided for elsewhere in the Indenture and does not cure such failure within 30 days after the earlier of its receipt of notice by the Trustee or the Holders of at least 25% of aggregate principal amount of the Notes then outstanding as a single class and its Actual Knowledge thereof; provided that such grace period may be extended to 90 days if the Company is taking action reasonably likely to cure such failure to perform; (iv) the Company is involved in a Bankruptcy Event; (v) the Company shall (a) default in the payment of any principal, interest or other amount when due and the expiration of any applicable grace period, whether by acceleration or otherwise, in respect of any Obligations under the LC Facility or the Replacement LC Facility in principal amount of $10.0 million or more or (b) default in the performance or observance of any obligation or condition with respect to any other Indebtedness in an aggregate principal amount of $25.0 million or more and the effect of such default is to cause the acceleration of such amounts prior to scheduled maturity; (vi) a final judgment or judgments for the payment of money exceeding $25.0 million in the aggregate that are not covered by available insurance as acknowledged in writing by the provider of such insurance or as certified to the Trustee by an insurance consultant shall be entered against the Company by one or more courts, administrative tribunals or other bodies having jurisdiction over the Company and the same is not paid, discharged or stayed, or for which no bond is posted, for a period of 90 consecutive days after its entry; (vii) the occurrence of an Event of Abandonment continues for more than 30 consecutive days; (viii) subject to clause (ix) below, an event of default shall have occurred under any Material Project Contract other than the PPA that could reasonably be expected to have a Material Adverse Effect and such event of default shall continue unremedied for a period equal to 60 days; provided, however, that (a) if (1) such event of default cannot be cured with such 60-day period, (2) such event of default is reasonably susceptible of cure within 120 days from such event of default, (3) the defaulting party is proceeding with all requisite diligence and in good faith to cure such failure, (4) such breach or default is the subject of a good faith dispute between the parties (and such parties are utilizing the appropriate dispute resolution procedures set forth in such Major Project Contract) and (5) an extension of such 60-day cure could not reasonably be expected to have a Material Adverse Effect, then the time within which such failure may be cured shall be extended to such date, not to exceed 90 days after the end of the initial 60-day period (for a total of 150 days), as shall be necessary for such party diligently to cure such failure; provided further, however, that notwithstanding the foregoing, the Company may replace a Material Project Contract other than the PPA with a Replacement Project Contract within 120 days; (ix) (A) notwithstanding clause (viii) above, any Major Project Contract other than the PPA shall terminate or otherwise cease to be valid and binding on any party thereto (except upon expiration in accordance with its terms or full performance by such party of its obligations thereunder and other than a

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termination of one or more LGIAs or the termination of the EPC Contract in connection with which the Company shall have complied with the provisions of Section 3.10 hereof) unless (1) the Company replaces such Major Project Contract with a Replacement Project Contract within 120 days after such termination or cessation and (2) the Company shall have fully satisfied all of its obligations arising out of such termination or cessation within such 120-day period or (B) any Permit necessary to operate the Project substantially in accordance with the Project Contracts has been revoked or withdrawn where such revocation or withdrawal would reasonably be expected to have a Material Adverse Effect and no replacement Permit has been obtained within 60 days of such revocation or withdrawal; provided that if such replacement Permit cannot be obtained within such 60-day period then the time within which such replacement Permit may be obtained shall be extended to such date, not to exceed 30 days after the end of the initial 60-day period (for a total of 90 days) as long as diligent efforts are undertaken to obtain such replacement Permit; (x) subject to clause (xi) below, an event of default shall have occurred under the PPA that could reasonably be expected to have a Material Adverse Effect and such event of default shall continue unremedied for a period equal to 30 days; provided, however, that (a) if (1) such event of default cannot be cured with such 30-day period, (2) such event of default is reasonably susceptible of cure within 90 days from such event of default, (3) the defaulting party is proceeding with all requisite diligence and in good faith to cure such failure, (4) such breach or default is the subject of a good faith dispute between the parties (and such parties are utilizing the appropriate dispute resolution procedures set forth in the PPA) and (5) an extension of such 30-day cure could not reasonably be expected to have a Material Adverse Effect, then the time within which such failure may be cured shall be extended to such date, not to exceed 60 days after the end of the initial 30-day period (for a total of 90 days), as shall be necessary for such party diligently to cure such failure; provided further, however, that notwithstanding the foregoing, the Company may replace the PPA with a Replacement Project Contract within 90 days; (xi) notwithstanding clause (x) above, the PPA shall terminate or otherwise cease to be valid and binding on any party thereto (except upon expiration in accordance with its terms or full performance by such party of its obligations thereunder) unless (a) the Company replaces the PPA with a Replacement Project Contract within 90 days after such termination or cessation and (b) the Company shall have fully satisfied all of its obligations arising out of such termination or cessation within such 90-day period; (xii) the Lien contained in the Indenture or any of the Security Documents ceases to be effective to grant a perfected Lien to the Collateral Agent on any material portion of the Collateral described therein with the priority purported to be created thereby and such effectiveness and perfection priority is not reinstated or the Company has not posted cash collateral to the Collateral Agent equal to the replacement value thereof, in each case within 30 days after the time of discovery thereof by the Company, except to the extent that any such loss of effectiveness results from the failure of the Collateral Agent to maintain

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possession of certificates actually delivered to it representing securities pledged under the Security Documents; (xiii) the Indenture or any Security Document is declared unenforceable by a Governmental Authority having jurisdiction over any party thereto or the subject matter thereof; (xiv) if, at any time following delivery by the Company of an ERISA Notice, (a) any Plan fails to satisfy the minimum funding standards of ERISA or the Code for any plan year or part thereof or a waiver of such standards or extension of any amortization period is sought or granted under Section 412 of the Code, (b) a notice of intent to terminate any Plan is or is reasonably expected to be filed with the PBGC or the PBGC institutes proceedings under Section 4042 of ERISA to terminate or appoint a trustee to administer any Plan or the PBGC notifies the Company that a Plan may become a subject of any such proceedings, (c) the aggregate “amount of unfunded benefit liabilities” (within the meaning of Section 4001(a)(18) of ERISA) under all Plans, determined in accordance with Title IV of ERISA, exceeds $10.0 million, (d) the Company incurs or is reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, (e) the Company withdraws from any Multiemployer Plan in a complete withdrawal or a partial withdrawal, or (f) the Company establishes or amends any employee welfare benefit plan that provides post-employment welfare benefits in a manner that would increase the liability of the Company thereunder; and any such event or events described in sub-clauses (xiv)(a) through (f) above, either individually or together with any other such event or events, could reasonably be expected to have a Material Adverse Effect; (xv) (a) failure by the Sponsor to contribute the Equity Contribution Amount when due and such failure continues for five Business Days or (b) the Sponsor fails to provide credit support for the obligations under the Equity Contribution Agreement, if required, and such failure continues for 30 days; and (xvi) failure to complete construction of generation capacity of at least 500 MW on or before the Outside Completion Date (as defined in the PPA).

In the case of an Event of Default arising from a Bankruptcy Event with respect to the Company, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may require the Trustee to declare all the Notes to be due and payable immediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, or interest, if any,) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of all the Holders, rescind an

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acceleration or waive an existing Default or Event of Default and its respective consequences under the Indenture except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest, if any, on, the Notes (including in connection with an offer to purchase). The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

(14) TRUSTEE DEALINGS WITH COMPANY . The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.

(15) NO RECOURSE AGAINST OTHERS . No past, present or future director, officer, employee, incorporator or equityholder of the Company (including any owner of any membership interest in the Company), as such, will have any liability for any obligations of the Company under the Notes, the Indenture, the Security Documents or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws

(16) AUTHENTICATION . This Note will not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

(17) ABBREVIATIONS . Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

(18) CUSIP NUMBERS . Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes, and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption, and reliance may be placed only on the other identification numbers placed thereon.

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(19) GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE AND THIS NOTE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:

Topaz Solar Farms LLC
10400 Helios Way
Santa Margarita, CA 93453
Facsimile No.: (515) 242-3084
Attention: General Counsel

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ASSIGNMENT FORM

	To assign this Note, fill in the form below:
(I) or (we) assign and transfer this Note to:
		(Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax I.D. no.)




(Print or type assignee’s name, address and zip code)

and irrevocably appoint

to transfer this Note on the books of the Company. The agent may substitute another to act for him.

Date:
		Your Signature:
		(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*:

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Company pursuant to Section 4.15 of the Indenture, check the box below:


If you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.15 of the Indenture, state the amount you elect to have purchased:

	$

Date:
	Your Signature:
		(Sign exactly as your name appears on the face of this Note)

	Tax Identification No.:

Signature Guarantee*:

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE *

The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made:



Date of Exchange	Amount of decrease in Principal Amount of this Global Note	Amount of increase in Principal Amount of this Global Note	Principal Amount of this Global Note following such decrease (or increase)	Signature of authorized officer of Trustee or Custodian

* This schedule should be included only if the Note is issued in global form.

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SCHEDULE 1

SCHEDULE OF PRINCIPAL PAYMENTS

The principal of the Series B Notes will be payable in semi-annual installments, commencing September 30, 2015, pro rata to the registered Holders thereof in accordance with the following schedule:



Payment Date	Percentage of Original Principal Amount Payable	Payment Date	Percentage of Original Principal Amount Payable
September 30, 2015	3.0978%	March 30, 2028	1.3389%
March 30, 2016	1.5548%	September 30, 2028	2.6387%
September 30, 2016	3.1436%	March 30, 2029	1.3276%
March 30, 2017	1.6009%	September 30, 2029	2.5979%
September 30, 2017	3.1075%	March 30, 2030	1.3146%
March 30, 2018	1.5781%	September 30, 2030	2.5555%
September 30, 2018	3.1360%	March 30, 2031	1.2998%
March 30, 2019	1.6211%	September 30, 2031	2.5112%
September 30, 2019	3.1636%	March 30, 2032	1.2832%
March 30, 2020	1.6775%	September 30, 2032	2.4650%
September 30, 2020	2.8014%	March 30, 2033	1.2647%
March 30, 2021	1.3109%	September 30, 2033	2.4171%
September 30, 2021	2.8199%	March 30, 2034	1.2444%
March 30, 2022	1.3293%	September 30, 2034	2.3671%
September 30, 2022	2.7548%	March 30, 2035	1.1803%
March 30, 2023	1.3149%	September 30, 2035	2.1804%
September 30, 2023	2.7718%	March 30, 2036	1.1015%
March 30, 2024	1.3492%	September 30, 2036	2.2548%
September 30, 2024	2.7764%	March 30, 2037	1.1644%
March 30, 2025	1.3213%	September 30, 2037	2.1975%
September 30, 2025	2.6204%	March 30, 2038	1.1345%
March 30, 2026	1.2651%	September 30, 2038	2.1377%
September 30, 2026	2.7153%	March 30, 2039	1.1134%
March 30, 2027	1.3486%	September 30, 2039	4.0518%
September 30, 2027	2.6778%

This Schedule 1 shall be adjusted in the event of any redemption or purchase of the Series B Notes in part.

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[Face of Regulation S Temporary Global Note]

CUSIP/CINS __________

4.875% Series B Senior Secured Notes due 2039

No. ___ $__________

TOPAZ SOLAR FARMS LLC

promises to pay to __________ or registered assigns,

the principal sum of __________________________________________________________ DOLLARS in installments on the dates and in the amounts as set forth in Schedule 1 hereto and made part hereof.

Interest Payment Dates: March 30 and September 30

Record Dates: March 15 and September 15

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Dated: April __, 2013

TOPAZ SOLAR FARMS LLC

By:
    Name:
    Title:

This is one of the Notes referred to
in the within-mentioned Indenture:

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee

By:
Authorized Signatory

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[Back of Regulation S Temporary Global Note]
4.875% Series B Senior Secured Notes due 2039

[Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Regulation S Temporary Global Note Legend, if applicable pursuant provisions of the Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture]

Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months.

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the option of the Company, payment of interest, if any, may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds will be required with respect to principal of, premium on, if any, and interest, if any, on, all Global Notes and all other Notes the Holders of which will have provided wire transfer instructions to the Company or the Paying Agent on or before the relevant record date. Such payment will be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

(4) INDENTURE AND SECURITY DOCUMENTS . The Company issued the Notes under an Indenture dated as of February 24, 2012 (the “ Base Indenture ”) between the Company and the Trustee, as amended and supplemented by the First Supplemental Indenture dated as of April 15, 2013 (the “ First Supplemental Indenture ” and, together with the Base Indenture, the “ Indenture ”), between the Company and the Trustee. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are secured obligations of the Company, secured on a first priority basis by a security interest in substantially all of the Company’s assets, pursuant to the Security Documents referred to in the Indenture. The aggregate amount of Indebtedness represented by the Initial Notes, the Series B Notes and any Additional Notes subsequently issued under the Indenture may not exceed $1.1 billion.

(5) OPTIONAL REDEMPTION .

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but not including, the redemption date (subject to the right of the Holder on the relevant record date to receive interest due on the relevant interest payment date).

(b) Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.

(7) NO SINKING FUND. The Company is not required to make sinking fund payments with respect to the Notes.

(9) MANDATORY REDEMPTION .

(a) If:

(1) all or a portion of the Project is destroyed, condemned, seized or expropriated,

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deposited into the Loss Proceeds Account pursuant to Section 3.10 of the Depositary Agreement; and

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remedy such Title Event, direct in writing (which written direction shall specify the amounts of the following transfers) the Depositary Agent to transfer (x) the Note Pro Rata Share of such excess Title Event Proceeds to the Note Redemption Account and (y) the LC Facility Pro Rata Share (if any) of such excess Title Event Proceeds to the LC Facility Prepayment Account, which amounts shall be used to redeem the maximum principal amount of the Notes in accordance with the provisions set forth in Section 3.09 of the Indenture and, if required, prepay outstanding LC Facility Obligations (plus all accrued interest on the Notes and outstanding LC Facility Obligations and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be redeemed or prepaid out of such excess Title Event Proceeds. The redemption price in any such redemption will be equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash.

(1) The Company receives any Performance LD Proceeds in excess of $20.0 million; and

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required, prepay outstanding LC Facility Obligations (plus all accrued interest on the Notes and outstanding LC Facility Obligations and the amount of all fees and expenses, including premiums, if any, incurred in connection therewith) that may be redeemed or prepaid out of such Performance LD Proceeds or excess or remaining Performance LD Proceeds, as the case may be. The redemption price in any such redemption will be equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash.

(d) If:

(1) The Company receives any Project Contract Termination Proceeds in excess of $20.0 million; and

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redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash.

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(10) DENOMINATIONS, TRANSFER, EXCHANGE . The Notes are in registered form in denominations of $100,000 and integral multiples of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. Holders will be required to pay all taxes due upon transfer, unless the Company or any of its Affiliates is a party to the transfer. The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the next succeeding Interest Payment Date.

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(11) PERSONS DEEMED OWNERS . The registered Holder of a Note may be treated as the owner of it for all purposes. Only registered Holders have rights under the Indenture.

(12) AMENDMENT, SUPPLEMENT AND WAIVER . Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class, and any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, or interest, if any, on the Notes, except a payment default resulting from accumulation that has been cured ) or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class. Without the consent of any Holder, the Indenture or the Notes may be amended or supplemented to cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes, to provide for the assumption of the Company’s obligations to Holders by a successor to the Company pursuant to the Indenture, to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Indenture of any Holder, to conform the text of the Indenture, the Notes, or the Security Documents to any provision of the “Description of the Notes” section of the Company’s Offering Memorandum relating to the initial offering of the Notes, to enter into additional or supplemental Security Documents, to release Collateral in accordance with the terms of the Indenture and the Security Documents, to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture or to evidence the succession of a new Trustee under the Indenture.

(13) DEFAULTS AND REMEDIES . Each of the following is an Events of Default: (i) the Company fails to pay interest on any Note in accordance with the terms of this Indenture within five days after the same becomes due and payable; the Company fails to pay any principal or premium, if any, on any Note after the same becomes due and payable, whether by scheduled maturity, redemption, acceleration or otherwise, or the Company fails to offer to redeem or purchase the Notes when required to do so pursuant to Sections 3.09, 3.10, 3.11, 4.15, 4.40, 4.41, 4.42, 4.43 or 4.44 of the Indenture; (iii) the Company fails to perform or observe any of the other covenants under the Indenture or any Security Document (other than, in the case of any Security Document, covenants, the breach of which would not reasonably be expected to result in a Material Adverse Effect) and not otherwise specifically provided for elsewhere in the Indenture and does not cure such failure within 30 days after the earlier of its receipt of notice by the Trustee or the Holders of at least 25% of aggregate principal amount of the Notes then outstanding as a single class and its Actual

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Knowledge thereof; provided that such grace period may be extended to 90 days if the Company is taking action reasonably likely to cure such failure to perform; (iv) the Company is involved in a Bankruptcy Event; (v) the Company shall (a) default in the payment of any principal, interest or other amount when due and the expiration of any applicable grace period, whether by acceleration or otherwise, in respect of any Obligations under the LC Facility or the Replacement LC Facility in principal amount of $10.0 million or more or (b) default in the performance or observance of any obligation or condition with respect to any other Indebtedness in an aggregate principal amount of $25.0 million or more and the effect of such default is to cause the acceleration of such amounts prior to scheduled maturity; (vi) a final judgment or judgments for the payment of money exceeding $25.0 million in the aggregate that are not covered by available insurance as acknowledged in writing by the provider of such insurance or as certified to the Trustee by an insurance consultant shall be entered against the Company by one or more courts, administrative tribunals or other bodies having jurisdiction over the Company and the same is not paid, discharged or stayed, or for which no bond is posted, for a period of 90 consecutive days after its entry; (vii) the occurrence of an Event of Abandonment continues for more than 30 consecutive days; (viii) subject to clause (ix) below, an event of default shall have occurred under any Material Project Contract other than the PPA that could reasonably be expected to have a Material Adverse Effect and such event of default shall continue unremedied for a period equal to 60 days; provided, however, that (a) if (1) such event of default cannot be cured with such 60-day period, (2) such event of default is reasonably susceptible of cure within 120 days from such event of default, (3) the defaulting party is proceeding with all requisite diligence and in good faith to cure such failure, (4) such breach or default is the subject of a good faith dispute between the parties (and such parties are utilizing the appropriate dispute resolution procedures set forth in such Major Project Contract) and (5) an extension of such 60-day cure could not reasonably be expected to have a Material Adverse Effect, then the time within which such failure may be cured shall be extended to such date, not to exceed 90 days after the end of the initial 60-day period (for a total of 150 days), as shall be necessary for such party diligently to cure such failure; provided further, however, that notwithstanding the foregoing, the Company may replace a Material Project Contract other than the PPA with a Replacement Project Contract within 120 days; (ix) (A) notwithstanding clause (viii) above, any Major Project Contract other than the PPA shall terminate or otherwise cease to be valid and binding on any party thereto (except upon expiration in accordance with its terms or full performance by such party of its obligations thereunder and other than a termination of one or more LGIAs or the termination of the EPC Contract in connection with which the Company shall have complied with the provisions of Section 3.10 hereof) unless (1) the Company replaces such Major Project Contract with a Replacement Project Contract within 120 days after such termination or cessation and (2) the Company shall have fully satisfied all of its obligations arising out of such termination or cessation within such

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120-day period or (B) any Permit necessary to operate the Project substantially in accordance with the Project Contracts has been revoked or withdrawn where such revocation or withdrawal would reasonably be expected to have a Material Adverse Effect and no replacement Permit has been obtained within 60 days of such revocation or withdrawal; provided that if such replacement Permit cannot be obtained within such 60-day period then the time within which such replacement Permit may be obtained shall be extended to such date, not to exceed 30 days after the end of the initial 60-day period (for a total of 90 days) as long as diligent efforts are undertaken to obtain such replacement Permit; (x) subject to clause (xi) below, an event of default shall have occurred under the PPA that could reasonably be expected to have a Material Adverse Effect and such event of default shall continue unremedied for a period equal to 30 days; provided, however, that (a) if (1) such event of default cannot be cured with such 30-day period, (2) such event of default is reasonably susceptible of cure within 90 days from such event of default, (3) the defaulting party is proceeding with all requisite diligence and in good faith to cure such failure, (4) such breach or default is the subject of a good faith dispute between the parties (and such parties are utilizing the appropriate dispute resolution procedures set forth in the PPA) and (5) an extension of such 30-day cure could not reasonably be expected to have a Material Adverse Effect, then the time within which such failure may be cured shall be extended to such date, not to exceed 60 days after the end of the initial 30-day period (for a total of 90 days), as shall be necessary for such party diligently to cure such failure; provided further, however, that notwithstanding the foregoing, the Company may replace the PPA with a Replacement Project Contract within 90 days; (xi) notwithstanding clause (x) above, the PPA shall terminate or otherwise cease to be valid and binding on any party thereto (except upon expiration in accordance with its terms or full performance by such party of its obligations thereunder) unless (a) the Company replaces the PPA with a Replacement Project Contract within 90 days after such termination or cessation and (b) the Company shall have fully satisfied all of its obligations arising out of such termination or cessation within such 90-day period; (xii) the Lien contained in the Indenture or any of the Security Documents ceases to be effective to grant a perfected Lien to the Collateral Agent on any material portion of the Collateral described therein with the priority purported to be created thereby and such effectiveness and perfection priority is not reinstated or the Company has not posted cash collateral to the Collateral Agent equal to the replacement value thereof, in each case within 30 days after the time of discovery thereof by the Company, except to the extent that any such loss of effectiveness results from the failure of the Collateral Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Security Documents; (xiii) the Indenture or any Security Document is declared unenforceable by a Governmental Authority having jurisdiction over any party thereto or the subject matter thereof; (xiv) if, at any time following delivery by the Company of an ERISA Notice, (a) any Plan fails to satisfy the minimum funding standards of ERISA or the

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Code for any plan year or part thereof or a waiver of such standards or extension of any amortization period is sought or granted under Section 412 of the Code, (b) a notice of intent to terminate any Plan is or is reasonably expected to be filed with the PBGC or the PBGC institutes proceedings under Section 4042 of ERISA to terminate or appoint a trustee to administer any Plan or the PBGC notifies the Company that a Plan may become a subject of any such proceedings, (c) the aggregate “amount of unfunded benefit liabilities” (within the meaning of Section 4001(a)(18) of ERISA) under all Plans, determined in accordance with Title IV of ERISA, exceeds $10.0 million, (d) the Company incurs or is reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, (e) the Company withdraws from any Multiemployer Plan in a complete withdrawal or a partial withdrawal, or (f) the Company establishes or amends any employee welfare benefit plan that provides post-employment welfare benefits in a manner that would increase the liability of the Company thereunder; and any such event or events described in sub-clauses (xiv)(a) through (f) above, either individually or together with any other such event or events, could reasonably be expected to have a Material Adverse Effect; (xv) (a) failure by the Sponsor to contribute the Equity Contribution Amount when due and such failure continues for five Business Days or (b) the Sponsor fails to provide credit support for the obligations under the Equity Contribution Agreement, if required, and such failure continues for 30 days; and (xvi) failure to complete construction of generation capacity of at least 500 MW on or before the Outside Completion Date (as defined in the PPA).

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required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

(16) AUTHENTICATION . This Note will not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

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The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:

Topaz Solar Farms LLC
10400 Helios Way
Santa Margarita, CA 93453
Facsimile No.: (515) 242-3084
Attention: General Counsel

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ASSIGNMENT FORM

	To assign this Note, fill in the form below:
(I) or (we) assign and transfer this Note to:
		(Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax I.D. no.)




(Print or type assignee’s name, address and zip code)

and irrevocably appoint

to transfer this Note on the books of the Company. The agent may substitute another to act for him.

Date:
		Your Signature:
		(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*:

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A2-17

NY\5744036.6



OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Company pursuant to Section 4.15 of the Indenture, check the box below:


If you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.15 of the Indenture, state the amount you elect to have purchased:

	$

Date:
	Your Signature:
		(Sign exactly as your name appears on the face of this Note)

	Tax Identification No.:

Signature Guarantee*:

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A2-18

NY\5744036.6

SCHEDULE OF EXCHANGES OF INTERESTS IN THE REGULATION S TEMPORARY GLOBAL NOTE

The following exchanges of a part of this Regulation S Temporary Global Note for an interest in another Global Note, or exchanges of a part of another Restricted Global Note for an interest in this Regulation S Temporary Global Note, have been made:



Date of Exchange	Amount of decrease in Principal Amount of this Global Note	Amount of increase in Principal Amount of this Global Note	Principal Amount of this Global Note following such decrease (or increase)	Signature of authorized officer of Trustee or Custodian

A2-19

NY\5744036.6

SCHEDULE 1

SCHEDULE OF PRINCIPAL PAYMENTS

The principal of the Series B Notes will be payable in semi-annual installments, commencing September 30, 2015, pro rata to the registered Holders thereof in accordance with the following schedule:



Payment Date	Percentage of Original Principal Amount Payable	Payment Date	Percentage of Original Principal Amount Payable
September 30, 2015	3.0978%	March 30, 2028	1.3389%
March 30, 2016	1.5548%	September 30, 2028	2.6387%
September 30, 2016	3.1436%	March 30, 2029	1.3276%
March 30, 2017	1.6009%	September 30, 2029	2.5979%
September 30, 2017	3.1075%	March 30, 2030	1.3146%
March 30, 2018	1.5781%	September 30, 2030	2.5555%
September 30, 2018	3.1360%	March 30, 2031	1.2998%
March 30, 2019	1.6211%	September 30, 2031	2.5112%
September 30, 2019	3.1636%	March 30, 2032	1.2832%
March 30, 2020	1.6775%	September 30, 2032	2.4650%
September 30, 2020	2.8014%	March 30, 2033	1.2647%
March 30, 2021	1.3109%	September 30, 2033	2.4171%
September 30, 2021	2.8199%	March 30, 2034	1.2444%
March 30, 2022	1.3293%	September 30, 2034	2.3671%
September 30, 2022	2.7548%	March 30, 2035	1.1803%
March 30, 2023	1.3149%	September 30, 2035	2.1804%
September 30, 2023	2.7718%	March 30, 2036	1.1015%
March 30, 2024	1.3492%	September 30, 2036	2.2548%
September 30, 2024	2.7764%	March 30, 2037	1.1644%
March 30, 2025	1.3213%	September 30, 2037	2.1975%
September 30, 2025	2.6204%	March 30, 2038	1.1345%
March 30, 2026	1.2651%	September 30, 2038	2.1377%
September 30, 2026	2.7153%	March 30, 2039	1.1134%
March 30, 2027	1.3486%	September 30, 2039	4.0518%
September 30, 2027	2.6778%

This Schedule 1 shall be adjusted in the event of any redemption or purchase of the Series B Notes in part.

A2-20

NY\5744036.6

EXHIBIT 4.2

Execution Version

______________

SOLAR STAR FUNDING, LLC

5.375% SERIES A SENIOR SECURED NOTES DUE 2035

______________

INDENTURE

Dated as of June 27, 2013

______________

Wells Fargo Bank, National Association

As Trustee

______________

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	TABLE OF CONTENTS
		Page

	ARTICLE 1
	DEFINITIONS AND INCORPORATION
	BY REFERENCE

Section 1.01	Definitions	1
Section 1.02	Other Definitions	32
Section 1.03	Rules of Construction	33

	ARTICLE 2
	THE NOTES

Section 2.01	Form and Dating	33
Section 2.02	Execution and Authentication	34
Section 2.03	Registrar and Paying Agent	35
Section 2.04	Paying Agent to Hold Money in Trust	35
Section 2.05	Holder Lists	35
Section 2.06	Transfer and Exchange	35
Section 2.07	Replacement Notes	44
Section 2.08	Outstanding Notes	45
Section 2.09	Treasury Notes	45
Section 2.10	Temporary Notes	45
Section 2.11	Cancellation	45
Section 2.12	Defaulted Interest	46
Section 2.13	Additional Notes	46
Section 2.14	CUSIP Numbers	47
Section 2.15	Obligations of the Trustee with respect to the Depositary	47

	ARTICLE 3
	REDEMPTION AND PREPAYMENT

Section 3.01	Notices to Trustee	47
Section 3.02	Selection of Notes to Be Redeemed or Purchased	48
Section 3.03	Notice of Redemption	48
Section 3.04	Effect of Notice of Redemption	49
Section 3.05	Deposit of Redemption or Purchase Price	49
Section 3.06	Notes Redeemed or Purchased in Part	49
Section 3.07	Optional Redemption	49

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Section 3.08	Sinking Fund	50
Section 3.09	Mandatory Redemption	50
Section 3.10	Capacity Reduction	51
Section 3.11	Redemption Upon Foreclosure on the Collateral	51

	ARTICLE 4
	COVENANTS

Section 4.01	Payment of Notes	51
Section 4.02	Maintenance of Office or Agency	52
Section 4.03	Financial Information; Reporting Requirements	52
Section 4.04	Compliance Certificate	55
Section 4.05	Taxes	55
Section 4.06	Stay, Extension and Usury Laws	55
Section 4.07	Restricted Payments	55
Section 4.08	Use of Note Proceeds; Letters of Credit	57
Section 4.09	Incurrence of Indebtedness and Issuance of Preferred Stock	57
Section 4.10	Leases	59
Section 4.11	Limitations on Transactions with Affiliates	59
Section 4.12	Limitation on Liens	59
Section 4.13	Conduct of Business; Maintenance of Properties, Etc.	59
Section 4.14	Maintenance of Existence	60
Section 4.15	Change of Control; Offer to Repurchase Upon Change of Control	60
Section 4.16	Separate Existence	61
Section 4.17	Maintenance of Books and Records, Inspection	61
Section 4.18	Annual Operating Budget	62
Section 4.19	Insurance	62
Section 4.20	Perfection and Maintenance of Security Interests	62
Section 4.21	Maintenance of Priority of the Notes	62
Section 4.22	Maintenance of Rights in Project Property	63
Section 4.23	Compliance with Laws and Agreements; Maintenance of Permits	63
Section 4.24	Limitation on Nature of Business	63
Section 4.25	Limitation on Termination or Amendments to Major Project Contracts	63
Section 4.26	Organizational Documents	64
Section 4.27	Fundamental Changes; Asset Dispositions and Acquisitions	64
Section 4.28	Hedging Agreements	64
Section 4.29	Investments in Other Persons	65
Section 4.30	Capital Expenditures	65
Section 4.31	Subsidiaries	66
Section 4.32	Accounts	66

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Section 4.33	Performance of Major Project Contracts	66
Section 4.34	Exercise of Rights	66
Section 4.35	Consent and Agreement	66
Section 4.36	Replacement Project Contracts	66
Section 4.37	Rating	67
Section 4.38	Funding of Equity Contributions	67
Section 4.39	Loss Event	67
Section 4.40	Loss Events and Events of Taking	67
Section 4.41	Title Events	68
Section 4.42	Performance Liquidated Damages	68
Section 4.43	Project Contract Termination	70
Section 4.44	Accumulation of Amounts in Distribution Suspense Account	70
Section 4.45	Construction of the Project	71
Section 4.46	Payments for Consent	71
Section 4.47	Further Assurances	71
Section 4.48	Energy Regulatory Status	71
Section 4.49	Fiscal Year, Name, Location and EIN	72
Section 4.50	Hazardous Materials	72

	ARTICLE 5
	[RESERVED]

	ARTICLE 6
	DEFAULTS AND REMEDIES

Section 6.01	Events of Default	72
Section 6.02	Acceleration	75
Section 6.03	Other Remedies	75
Section 6.04	Waiver of Past Defaults	75
Section 6.05	Control by Majority	75
Section 6.06	Limitation on Suits	75
Section 6.07	Rights of Holders to Receive Payment	76
Section 6.08	Collection Suit by Trustee	76
Section 6.09	Trustee May File Proofs of Claim	76
Section 6.10	Priorities	76
Section 6.11	Undertaking for Costs	77

iii

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	ARTICLE 7
	TRUSTEE

Section 7.01	Duties of Trustee	77
Section 7.02	Rights of Trustee	78
Section 7.03	Individual Rights of Trustee	79
Section 7.04	Trustee’s Disclaimer	79
Section 7.05	Notice of Defaults	79
Section 7.06	Reports by Trustee to Holders	80
Section 7.07	Compensation and Indemnity	80
Section 7.08	Replacement of Trustee	81
Section 7.09	Successor Trustee by Merger, etc.	81
Section 7.10	Eligibility; Disqualification	82

	ARTICLE 8
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01	Option to Effect Legal Defeasance or Covenant Defeasance	82
Section 8.02	Legal Defeasance and Discharge	82
Section 8.03	Covenant Defeasance	82
Section 8.04	Conditions to Legal or Covenant Defeasance	83
Section 8.05	Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions	84
Section 8.06	Repayment to Issuer	84
Section 8.07	Reinstatement	84

	ARTICLE 9
	AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01	Without Consent of Holders	85
Section 9.02	With Consent of Holders	85
Section 9.03	[Reserved]	87
Section 9.04	Revocation and Effect of Consents	87
Section 9.05	Notation on or Exchange of Notes	87
Section 9.06	Trustee to Sign Amendments, etc.	87

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	ARTICLE 10
	COLLATERAL AND SECURITY

Section 10.01	Security Documents	87
Section 10.02	Recording and Opinions	88
Section 10.03	Release of Collateral	89
Section 10.04	Opinion of Counsel	89
Section 10.05	Certificates of the Trustee	90
Section 10.06	Authorization of Actions to Be Taken by the Trustee Under the Security Documents	90
Section 10.07	Authorization of Receipt of Funds by the Trustee Under the Security Documents	90
Section 10.08	Termination of Security Interest	90

	ARTICLE 11
	SATISFACTION AND DISCHARGE

Section 11.01	Satisfaction and Discharge	91
Section 11.02	Application of Trust Money	92

	ARTICLE 12
	MISCELLANEOUS

Section 12.01	[Reserved]	92
Section 12.02	Notices	92
Section 12.03	[Reserved]	93
Section 12.04	Certificate and Opinion as to Conditions Precedent	94
Section 12.05	Statements Required in Certificate or Opinion	94
Section 12.06	Rules by Trustee and Agents	94
Section 12.07	No Personal Liability of Directors, Officers, Employees and Equityholders	94
Section 12.08	Governing Law	94
Section 12.09	Submission to Jurisdiction	95
Section 12.10	Waiver of Jury Trial	95
Section 12.11	No Adverse Interpretation of Other Agreements	95
Section 12.12	Successors	95
Section 12.13	Severability	95
Section 12.14	Counterpart Originals	95
Section 12.15	Table of Contents, Headings, etc.	95
Section 12.16	Force Majeure	95
Section 12.17	Rights of Agents	96

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	EXHIBITS
Exhibit A1	FORM OF NOTE
Exhibit A2	FORM OF REGULATION S TEMPORARY GLOBAL NOTE
Exhibit B	FORM OF CERTIFICATE OF TRANSFER
Exhibit C	FORM OF CERTIFICATE OF EXCHANGE
Exhibit D	BASE CASE PROJECTIONS
Exhibit E	LIST OF MAJOR PROJECT CONTRACTS

NY\5800144.17

INDENTURE dated as of June 27, 2013 among Solar Star Funding, LLC, a Delaware limited liability company (the “ Issuer ”), each of the other Obligors (as hereinafter defined) and Wells Fargo Bank, National Association, as trustee.

RECITALS OF THE ISSUER

The Issuer has authorized the execution and delivery of this Indenture to provide for the issuance of its 5.375% Series A Senior Secured Notes due 2035 (the “ Series A Notes ”) and the issuance from time to time of additional senior secured notes (collectively with the Series A Notes, the “ Notes ”), to be issued in one or more series as in this Indenture provided.

All things necessary to make this Indenture a legal, valid and binding agreement of the Obligors, in accordance with its terms, have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the Notes by the Holders thereof, it is mutually agreed, for the equal and proportionate benefit of all Holders of the Notes or series thereof, as follows:

ARTICLE 1
DEFINITIONS AND INCORPORATION
BY REFERENCE

Section 1.01 Definitions .

“144A Global Note” means a Global Note substantially in the form of Exhibit A1 hereto (or the form of Exhibit A1 to any Supplemental Indenture in the case of Notes issued after the Issue Date) bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.

“Accounts ” means, collectively, the Project Accounts and each cash collateral account referred to in any Note Document in which the Issuer has an interest, including any sub‑accounts within such accounts, which Project Accounts and cash collateral accounts shall each be subject to a first priority Lien (subject to Permitted Liens) in favor of the Collateral Agent (for the benefit of the Secured Parties).

“ Actual Knowledge ” means the actual knowledge of the president, chief financial officer or general counsel of any Obligor (or individuals serving in functionally equivalent positions after the Issue Date).

“ Affected Property ” means, with respect to any Loss Event, the property of an Obligor which has been lost, destroyed, damaged, condemned, taken or otherwise adversely affected as a result of such Loss Event.

“Affiliate” of any specified Person means any other Person directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with such specified Person. For purposes of this definition, “control”, as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise. For purposes of this definition, the terms “controlling”, “controlled by” and “under common control with” have correlative meanings.

“Agent” means any Registrar, co-registrar, Paying Agent or additional paying agent.

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“ Agent Fees ” mean any fees due and payable to any trustee, agent, or other Person acting in a representative or administrative capacity pursuant to any Financing Document.

“ Alternative LC ” means any letter of credit provided to the Issuer by any bank that is secured by the Collateral equally and ratably with the Secured Parties.

“ Annual Operating Budget ” means the operating plan and budget the Issuer shall adopt, on or prior to 60 days prior to the Project Completion Date and on or prior to 60 days prior to the end of each subsequent fiscal year, for the following calendar year with respect to the operation and maintenance of each Project, detailed by month, of anticipated revenues, anticipated revenue allocations under all waterfall levels set forth in the applicable section of the Depositary Agreement and anticipated expenditures, such budget to include debt service, proposed distributions, reserves and all anticipated O&M Costs (including reasonable allowance for contingencies and including Capital Expenditures), in each case, applicable to each Project for the period, to the conclusion of such Fiscal Year, and for the corresponding periods with respect to each subsequent annual operating budget in customary form.

“Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream that apply to such transfer or exchange.

“ Asset Sale ” means the sale, lease, conveyance or other disposition of any assets or rights by any Obligor; provided that the sale, lease, conveyance or other disposition of all or substantially all of the assets of any Obligor or Obligors will be governed by Section 4.15 hereof.

Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale (each a “ Permitted Asset Sale ”):

(1) any single transaction or series of related transactions by one or more Obligors the proceeds of which, together with all other transactions made previously pursuant to this clause (1) do not exceed (x) $5.0 million in the aggregate in any fiscal year and (y) $30.0 million in the aggregate;

(2) the sale, lease or other transfer of Power, Power transmission, ancillary services, environmental attributes or other products, services or accounts receivable in the ordinary course of business and any sale or other disposition of assets which are damaged, worn-out, obsolete or no longer used or useful (including the abandonment or other disposition of intellectual property that is, in the reasonable judgment of the Issuer, no longer economically practicable to maintain or useful in the conduct of the business of the applicable Obligor);

(3) leases that constitute Permitted Indebtedness or Permitted Liens;

(4) licenses and sublicenses by any Obligor of software or intellectual property in the ordinary course of business;

(5) any surrender or waiver of contract rights or settlement, release, recovery on or surrender of contract, tort or other claims in the ordinary course of business;

(6) sales, leases, transfers or other dispositions among the Obligors (subject to the maintenance of any required security interest in favor of the Secured Parties in any assets that constitute Collateral);

(7) the granting of Liens not prohibited by Section 4.12 hereof;

(8) the liquidation, sale or other disposition of Permitted Investments in the ordinary course;

(9) a Restricted Payment that does not violate Section 4.07 hereof;

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(10) any Permitted Real Estate Transaction; and

(11) transactions in connection with the Solar Star 3 Shared Facilities Agreement.

“ Bankruptcy Event ” shall be deemed to occur with respect to any Person if (a) such Person shall institute a voluntary case seeking liquidation or reorganization under the Bankruptcy Law, or shall consent to the institution of an involuntary case thereunder against it; or (b) such Person shall file a similar petition or shall otherwise institute any similar proceeding under any other applicable federal or state law, or shall consent thereto; or (c) such Person shall apply for the appointment, or by consent or acquiescence there shall be an appointment, of a receiver, liquidator, sequestrator, trustee or other officer or custodian with similar powers for itself or any substantial part of its property or assets; or (d) such Person shall make an assignment for the benefit of its creditors; or (e) such Person shall become insolvent, or admit in writing its inability to pay its debts generally as they become due; or (f) an involuntary case shall be commenced seeking liquidation or reorganization of such Person under the Bankruptcy Law or any similar proceedings shall be commenced against such Person under any other applicable federal or state law and (i) the petition commencing the involuntary case is not timely controverted, or (ii) the petition commencing the involuntary case is not dismissed within 60 days of its filing, or (iii) an interim trustee is appointed to take possession of all or a material portion of the property, and/or to operate all or any material part of the business, of such Person and such appointment is not vacated within 60 days, or (iv) an order for relief shall have been issued or entered therein; (g) a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee or other officer having similar powers of such Person or all or a material part of its property shall have been entered; or (h) any other similar relief shall be granted against such Person under any applicable Bankruptcy Law.

“ Bankruptcy Law ” means the U.S. Bankruptcy Code and any other state or federal insolvency, reorganization, moratorium or similar law for the relief of debtors.

“ Base Case Projections ” means the projections of the Issuer’s operating results for the Projects set forth on Exhibit D attached hereto.

“ Board of Directors ” means

(1) with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board;

(2) with respect to a partnership, the Board of Directors of the general partner of the partnership;

(3) with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof; and

(4) with respect to any other Person, the board or committee of such Person serving a similar function.

“ Board of Managers” means the managers of the Issuer.

“ Bridge ECAs ” means the SS1 Bridge ECA and the SS2 Bridge ECA.

“ Bujulian Land ” means a portion of that certain parcel of real property located in Kern County identified as APN 261-191-10, consisting of approximately 19.56 acres.

“ Business Day ” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed.

“ CAISO ” means California Independent System Operator Corporation.

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“ CAISO Tariff ” means the California Independent System Operator Corporation Operating Agreement and Tariff, including the rules, protocols, procedures and standards attached thereto, as the same may be amended or modified from time to time and approved by the FERC.

“ Capacity Test ” has the meaning specified in the applicable EPC Contract.

“ Capital Expenditures ” mean expenditures made by any of the Obligors to acquire or construct fixed assets, plant and equipment which, in accordance with GAAP, are or should be included in “purchase of property and equipment” or similar items reflected in the consolidated statement of cash flows of the Issuer and its Subsidiaries (including renewals, improvements and replacements thereto, but, notwithstanding the foregoing, excluding any such expenditures that are paid out of Loss Proceeds).

“ Capital Lease Obligation ” means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet prepared in accordance with GAAP, and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person, but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

“ Cash Flow Available for Debt Service ” means, for any period, the excess (if any) of (a) Project Revenues for such period over (b) the sum of (i) O&M Costs paid pursuant to Section 3.2(b)(i) or 3.2(c)(i) of the Depositary Agreement (and, for the avoidance of doubt, not paid out of the O&M Reserve Account) plus (ii) transfers to the O&M Reserve Account in satisfaction of the O&M Reserve Requirement, in each case during such period.

“ Change in Law ” means (a) the adoption or taking effect of any law, rule, treaty or regulation by any Governmental Authority after the Issue Date or (b) any change in law, rule, treaty or regulation or in the administration, interpretation, implementation or application thereof by any Governmental Authority after the Issue Date.

“ Change of Control ” means the consummation of any transaction or series of transactions as a result of which the Sponsor shall cease to own and control, directly or indirectly, at least 51% of both the voting power of the Voting Stock and economic interests of the Issuer; provided that no Change of Control shall be deemed to occur if, after the Project Completion Date, (1) a Person that has substantial experience as an owner or operator of at least 500 MW of electric-generating facilities, directly or indirectly, controls the Issuer as a result of such transaction and (2) if a Ratings Reaffirmation has been obtained in connection therewith.

“Clearstream” means Clearstream Banking, S.A. (or any successor securities clearing agency).

“ Collateral” has the meaning assigned to it in the Intercreditor Agreement.

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“ Collateral Agent ” means Wells Fargo Bank, National Association, in its capacity as “Collateral Agent” under the Intercreditor Agreement and the Security Documents, and any successor thereto in such capacity.

“ Collection Expenses ” mean all reasonable out-of-pocket costs or expenses (if any) and, if applicable, reasonable transaction costs (including reasonable legal and accounting fees and expenses, and taxes paid or payable as a result thereof), incurred or reasonably anticipated to be incurred by the Obligors in connection with the collection, enforcement, negotiation, consummation, settlement, proceedings, administration or other activity related to the receipt or collection of the relevant proceeds, as applicable.

“ Commodity Exchange Act ” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“ Comparable Treasury Issue ” means the United States Treasury security or securities selected by an Independent Investment Banker as having an actual or interpolated maturity comparable to the remaining term of the Notes 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 a comparable maturity to the remaining term of such Notes.

“ Comparable Treasury Price ” means, with respect to any redemption date (1) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotation or (2) if the Quotation Agent obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

“ Consent ” means (a) the consent to collateral assignment, consent and agreement, estoppel certificate or notice of assignment, as applicable, with respect to each Major Project Contract in effect as of the Issue Date, in form and substance reasonably satisfactory to the LC Facility Administrative Agent and the Collateral Agent and (b) with respect to any replacement agreement relating to a Major Project Contract, a consent to collateral assignment, consent and agreement to an estoppel certificate or notice of assignment of each party to such replacement agreement (in each case, other than any Obligor) substantially in the form of the consent delivered with respect to such agreement being replaced, with such modifications as may be reasonably acceptable to the LC Facility Administrative Agent and the Collateral Agent.

“ Construction Account ” means the Construction Account so designated, established and created by the Depositary Agent pursuant to the Depositary Agreement.

“ Construction Budget ” for a Project means a budget setting forth all expected Project Costs through Final Completion of such Project, as may be modified from time to time in accordance with the Financing Documents.

“continuing” means, with respect to any Default or Event of Default, that such Default or Event of Default has not been cured or waived.

“ Control Agreement ” means any account control agreement entered into to establish “control” (within the meaning of the UCC) over any account established by any Obligor as permitted by the Financing Documents and required to be subject to the Lien of the Collateral Agent pursuant to the Financing Documents, in form and substance reasonably satisfactory to the Collateral Agent.

“Corporate Trust Office of the Trustee” will be at the address of the Trustee specified in Section 12.02 hereof or such other address as to which the Trustee may give notice to the Issuer.

“Custodian” means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto.

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“ Debt Service ” means, for the Obligors and for any period, without duplication, all obligations for principal and interest payments and any fees, expenses or other charges, including Agent Fees, due or payable in respect of all Indebtedness for borrowed money in such period.

“ Debt Service Coverage Ratio ” means, for any period, the ratio of (a) Cash Flow Available for Debt Service for such period to (b) Debt Service for such period.

“ Debt Service Reserve Account ” means the Debt Service Reserve Account so designated, established and created by the Depositary Agent pursuant to the Depositary Agreement.

“ Debt Service Reserve Requirement ” means, as of each Quarterly Date after the Project Account Funding Date, an amount equal to the highest total six consecutive months of Debt Service scheduled to be due and payable under the Financing Documents to occur within three years after such Quarterly Date.

“ Deed of Trust Site ” means the SS1 Deed of Trust Site or SS2 Deed of Trust Site, as applicable.

“ Deeds of Trust ” means collectively, (i) the Deed of Trust, Security Agreement, Assignment of Leases, Rents and Profits, and Fixture Filing, dated as of the Issue Date, by SS1 Company in favor of the trustee named therein for the benefit of the Collateral Agent (for the benefit of the Secured Parties) and (ii) the Deed of Trust, Security Agreement, Assignment of Leases, Rents and Profits, and Fixture Filing, dated as of the Issue Date, by SS2 Company in favor of the trustee named therein for the benefit of the Collateral Agent (for the benefit of the Secured Parties).

“ Default ” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06 hereof, substantially in the form of Exhibit A1 hereto (or the form of Exhibit A1 to any Supplemental Indenture in the case of Notes issued after the Issue Date) except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

“ Delayed Revenue LD Proceeds ” mean the net cash proceeds received by an Obligor of any “Block Delay Liquidated Damages”, “Block Capacity Liquidated Damages” and “Facility Delay Liquidated Damages” (each as defined in the EPC Contracts) and refunds of “Daily Delay Liquidated Damages” paid to an Obligor under a PPA to the extent not paid or payable to the EPC Contractor under an EPC Contract.

“Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provision of this Indenture.

“ Depositary Agent ” means the depositary agent, bank and securities intermediary under the Depositary Agreement, together with its successors and permitted assigns in such capacities.

“ Depositary Agreement ” means the Depositary Agreement, dated as of the Issue Date, among the Obligors, the LC Facility Administrative Agent, the Trustee, the Collateral Agent, the Depositary Agent and each other Person party thereto from time to time.

“ Discretionary Capital Expenditures ” mean any Capital Expenditures (other than Required Capital Expenditures, Emergency Capital Expenditures and Capital Expenditures financed with the proceeds of voluntary equity contributions made to an Obligor) permitted to be made by an Obligor pursuant to the Financing Documents.

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“ Disqualified Stock ” means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case, at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require an Obligor to repurchase such Capital Stock upon the occurrence of a Change of Control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that an Obligor may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 4.07 hereof. The amount of Disqualified Stock deemed to be outstanding at any time for purposes of this Indenture will be the maximum amount that an Obligor may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Stock, exclusive of accrued dividends.

“ Distribution Suspense Account ” means the Distribution Suspense Account so designated, established and created by the Depositary Agent pursuant to the Depositary Agreement.

“ DTC ” means The Depository Trust Company.

“ Emergency Capital Expenditures ” mean those Capital Expenditures believed by the Issuer in its good faith judgment (as confirmed by the Independent Engineer) to be required to be expended as a result of the occurrence of an unanticipated event in order to prevent or mitigate an emergency situation involving endangerment of life, human health, safety or the environment or damage to Property; provided that such expenditures shall be in an aggregate amount not to exceed $10.0 million in the aggregate for all Obligors in any 12-month period.

“ Eminent Domain Proceeds ” mean all Net Available Amount in respect of any Event of Eminent Domain.

“ Energy” means electric energy measured in MWh and net of auxiliary loads and station electrical uses (unless otherwise specified).

“ Environment ” means ambient and indoor air, surface water and groundwater (including potable water, navigable water and wetlands), the land surface or subsurface strata or sediment, natural resources such as flora and fauna or as otherwise defined in any Environmental Law.

“ Environmental Attributes ” means any and all credits, benefits, emissions reductions, offsets, and allowances, howsoever entitled, attributable to the generation from a Project, and its displacement of conventional Energy generation. Environmental Attributes include but are not limited to Renewable Energy Credits, as well as: (1) any avoided emissions of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx), carbon monoxide (CO) and other pollutants; (2) any avoided emissions of carbon dioxide (CO2), methane (CH4), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur hexafluoride and other greenhouse gases (GHGs) that have been determined by the United Nations Intergovernmental Panel on Climate Change, or otherwise by law, to contribute to the actual or potential threat of altering the Earth's climate by trapping heat in the atmosphere; and (3) the reporting rights to these avoided emissions, such as Green Tag Reporting Rights. Green Tag Reporting Rights are the right of a Green Tag Purchaser to report the ownership of accumulated Green Tags in compliance with federal or state law, if applicable, and to a federal or state agency or any other party at the Green Tag Purchaser's discretion, and include without limitation those Green Tag Reporting Rights accruing under Section 1605(b) of The Energy Policy Act of 1992 and any present or future federal, state, or local law, regulation or bill, and international or foreign emissions trading program. Green Tags are accumulated on a MWh basis and one Green Tag represents the Environmental Attributes associated with one (1) MWh of Energy. Environmental Attributes do not include (i) any energy, capacity, reliability or other power attributes from a Project, (ii) production tax credits associated with the construction or operation of a Project and other financial incentives in the form of credits, reductions, or allowances associated with a Project that are applicable to a state or federal income taxation obligation, (iii) fuel-related subsidies or "tipping fees" that may be paid to an Obligor

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to accept certain fuels, or local subsidies received by the generator for the destruction of particular preexisting pollutants or the promotion of local environmental benefits, or (iv) emission reduction credits encumbered or used by a Project for compliance with local, state, or federal operating and/or air quality permits.

“ Environmental Law ” means, collectively, all federal, state or local laws, including common law, statutes, ordinances, regulations, rules, codes, orders, judgments or other requirements or rules of law governing (a) the prevention, abatement or elimination of pollution, or the protection of the Environment, natural resources or human health (to the extent relating to exposure to Hazardous Materials), or natural resource damages and (b) the use, generation, handling, treatment, storage, Release, transportation or regulation of, or human exposure to, Hazardous Materials, including the Comprehensive Environmental Response Compensation and Liability Act, 42 U.S.C. §§ 9601 et seq. , the Endangered Species Act, 16 U.S.C. §§ 1531 et seq. , the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, 42 U.S.C. §§ 6901 et seq. , the Clean Air Act, 42 U.S.C. §§ 7401 et seq. , the Clean Water Act, 33 U.S.C. §§ 1251 et seq. , the Toxic Substances Control Act, 15 U.S.C. §§ 2601 et seq. , the Emergency Planning and Community Right to Know Act, 42 U.S.C. §§ 11001 et seq. , each as amended, and their state or local counterparts or equivalents.

“ EPC Contractor ” means SunPower Systems.

“ EPC Contracts ” means, collectively, the SS1 EPC Contract and the SS2 EPC Contract.

“ EPC Project ” means, as applicable, (a) the design, engineering, supply, construction, installation, testing and commissioning of the SS1 Facility at the Site of the SS1 Facility by SunPower Systems and the performance of all other SS1 Work by SunPower Systems under the SS1 EPC Contract and (b) the design, engineering, supply, construction, installation, testing and commissioning of the SS2 Facility at the Site of the SS2 Facility by SunPower Systems and the performance of all other SS2 Work by SunPower Systems under the SS2 EPC Contract.

“ Equity Contribution ” means any amount contributed as equity to an Obligor by the Sponsor or Holdings or any Affiliate thereof.

“ Equity Contribution Agreement ” means the Equity Contribution Agreement, to be dated as of the Issue Date, by and among the Sponsor, the Issuer and the Collateral Agent.

“ Equity Interests ” means, for any Person, any and all shares, interests, rights to purchase, warrants, options, participation or other equivalents of or interests in (however designated) equity of such Person, including any preferred equity interests, any limited or general partnership interest and any limited liability company membership interest.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

“ ERISA Affiliate ” means any corporation or trade or business (whether or not incorporated) under common control with any Obligor within the meaning of Section 414(b) or (c) of the Internal Revenue Code (and Sections 414(m) and (o) of the Internal Revenue Code for purposes of provisions relating to Section 412 of the Internal Revenue Code).

“Euroclear” means Euroclear Bank, S.A./N.V., as operator of the Euroclear system (or any successor securities clearing agency).

“ Event of Abandonment ” means (i) any Obligor shall willfully and voluntarily cause a permanent suspension or cessation of the development, construction or operation of a Project, or (ii) the development, construction or operation of a Project shall be permanently suspended or ceased for a period of at least 30 consecutive days for any reason (other than force majeure ); provided that, in each case, none of (A) scheduled maintenance of a Project, (B) repairs to a Project, whether or not scheduled, or (C) a forced outage or scheduled outage of a Project shall constitute abandonment or suspension of a Project so long as such Obligor and/or the Issuer is diligently attempting to end such suspension.

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“ Event of Default ” has the meaning specified in Section 6.01 hereof.

“ Event of Eminent Domain ” means any (a) compulsory transfer or taking by condemnation, eminent domain or exercise of a similar power or a transfer under threat of such compulsory transfer or taking by any Governmental Authority of all or any material portion of the Collateral or either of the Projects or (b) action (or series of related actions) by which such Governmental Authority assumes custody or control of (i) all or any portion of a Project, (ii) the business operations of any Obligor or (iii) any Equity Interests in an Obligor, in each case, that is reasonably anticipated to last for more than 60 consecutive days.

“ Event of Taking ” means any taking, seizure, confiscation, requisition, exercise of rights of eminent domain, public improvement, condemnation or similar action of or proceeding by any Governmental Authority relating to all or any part of a Project or other Property of any Obligor unless such taking, seizure, confiscation, requisition, exercise of rights of eminent domain, public improvement, condemnation or similar action is (a) reasonably expected to last less than 90 days (and does not in fact last longer than 90 days) or (b) diligently contested in good faith by such Obligor and during the period of such contest, the enforcement of any contested item is effectively stayed.

“EWG” means an “exempt wholesale generator” as such term is defined in Section 1262 of PUHCA.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“ Excluded Swap Obligation ” shall mean, with respect to any Obligor, (x) as it relates to all or a portion of the Guarantee of any Guarantor, any Swap Obligation if, and to the extent that, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee of such Guarantor becomes effective with respect to such Swap Obligation or (y) as it relates to all or a portion of the grant by such Obligor of a security interest, any Swap Obligation if, and to the extent that, such Swap Obligation (or such security interest in respect thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Obligor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the security interest of such Obligor becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under any master agreement in each case governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal.

“ Extraordinary Proceeds Account ” means the Extraordinary Proceeds Account so designated, established and created by the Depositary Agent pursuant to the Depositary Agreement.

“ Facility ” means, individually, the SS1 Facility or the SS2 Facility, as applicable.

“ Facility Capacity ” has the meaning specified in the applicable EPC Contract.

“ Fair Market Value ” means the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party, determined in good faith by the Board of Managers of the Issuer (unless otherwise provided in this Indenture).

“Federal Power Act” means the Federal Power Act, as amended .

“FERC” means the Federal Energy Regulatory Commission.

“ Final Completion” means, with respect to an EPC Project, satisfaction or waiver of all of the conditions for completion of the applicable Facility set forth in the applicable EPC Contract.

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“ Final Completion Date ” means the actual date on which a Facility has achieved Final Completion in accordance with the applicable EPC Contract.

“ Financial Officer ” means, for any Person, the chief financial officer, principal accounting officer, treasurer, assistant treasurer or controller of such Person.

“ Financing Documents ” mean (a) the LC Facility Documents or documents evidencing a Replacement LC Facility, as applicable, and (b) the Note Documents.

“ Fiscal Quarter” means a fiscal quarter of any Fiscal Year.

“ Fiscal Year ” means the fiscal year of the Issuer ending on December 31 of each calendar year.

“ Fitch ” means Fitch Ratings.

“ Funding Date ” means any Business Day of each month occurring after the Issue Date, as determined by the Issuer in the applicable Withdrawal Certificate; provided that (a) there shall only be a single Funding Date for any month and (b) if no earlier date is so determined for any month, the Funding Date shall be the last day of such month; provided further that, in any event, if such day is not a Business Day, the Funding Date shall be the immediately preceding Business Day.

“ GAAP ” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession.

“ Gen-Tie Line Facilities Easement Cotenancy Agreement ” means that certain Gen-Tie Line Facilities Easement Cotenancy Agreement, dated as of July 28, 2011, among AV Solar Ranch 1, LLC, Kingbird Solar, LLC (formerly known as AV Solar Ranch 2, LLC, as assignee of a 14% undivided cotenancy interest from AV Solar Ranch 1, LLC) and SS1 Company (as assignee of Whirlwind Solar Star, LLC) and Antelope Valley Water Storage LLC.

“ Gen-Tie Line Shared Facilities Agreements ” means (a) the Gen-Tie Line Facilities Easement Cotenancy Agreement and (b) the Shared Facilities Common Ownership Agreement.

“Global Note Legend” means the legend set forth in Section 2.06(g)(2) hereof, which is required to be placed on all Global Notes issued under this Indenture.

“Global Notes” means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes deposited with or on behalf of and registered in the name of the Depositary or its nominee, substantially in the form of Exhibit A1 and A2 hereto (or the form of Exhibit A1 and A2 to any Supplemental Indenture in the case of Notes issued after the Issue Date) and that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, issued in accordance with Section 2.01, 2.06(b)(3), 2.06(b)(4), 2.06(d)(2) or 2.06(f) hereof.

“ Government Securities ” mean direct obligations of or obligations guaranteed by, the United States of America for the payment of which obligations or guarantee the full faith and credit of the United States is pledged and which have a remaining weighted average life to maturity of not more than 18 months from the date of Investment therein.

“ Governmental Authority ” means any federal, state or local court or governmental agency, authority, instrumentality or regulatory or legislative body.

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“ Governmental Rule ” means with respect to any Person, any law, rule, regulation, ordinance, order, code, treaty, judgment, decree, directive, guideline, policy or similar form of decision of any Governmental Authority binding on such Person.

“ Grantor ” means the Obligors, Holdings and each other Person that may from time to time hereafter execute and deliver a Security Document as a “grantor” or “pledgor” (or the equivalent thereof).

“ guarantee ” means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise).

“ Guarantee ” means the Guarantee dated as of the Issue Date by each Guarantor in favor of the Collateral Agent for the benefit of the holders of the Secured Obligations.

“ Guarantors ” refers to the Project Companies and the Project Purchasers.

“ Hazardous Materials ” means all pollutants, contaminants, wastes, chemicals, materials, substances and constituents, including explosive or radioactive substances or petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls or radon gas, of any nature, in each case to the extent subject to regulation or for which liability can be imposed under any Environmental Law.

“ Hedging Obligations ” mean, with respect to any specified Person, the obligations of such Person under:

(1) interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements;

(2) other agreements or arrangements designed to manage interest rates or interest rate risk; and

(3) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates or commodity prices.

“Holder” means, with respect to any Note, the Person in whose name such Note is registered in the securities register; provided that Holdings or any Affiliate thereof shall not be deemed a Holder hereunder or in any other Note Document, with respect to the vote of Holders.

“ Holdings ” means Solar Star Projects Holding, LLC, a Delaware corporation.

“ Indebtedness ” means, with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses and trade payables), whether or not contingent:

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(1) in respect of borrowed money;

(2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

(3) in respect of banker’s acceptances;

(4) representing Capital Lease Obligations;

(5) representing the balance deferred and unpaid of the purchase price of any property or services due more than 60 days after such property is acquired or such services are completed; or

(6) representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the guarantee by the specified Person of any Indebtedness of any other Person. Indebtedness shall be calculated without giving effect to the effects of Accounting Standards Codification 815, Derivatives and Hedging and related interpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose under this Indenture as a result of accounting for any embedded derivatives created by the terms of such Indebtedness.

“Indenture” means this Indenture, as amended, supplemented or otherwise modified from time to time.

“ Independent Auditors ” means Deloitte & Touche LLP, or another nationally recognized accounting firm.

“ Independent Engineer ” means SAIC Energy, Environment and Infrastructure, LLC, or another nationally recognized engineering consultant selected by the Issuer.

“ Independent Investment Banker ” means one of the Reference Treasury Dealers appointed by the Issuer.

“Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.

“Initial Amortization Payment Date ” means June 30, 2016.

“Initial Notes” means the $1.0 billion aggregate principal amount of Series A Notes issued under this Indenture on the Issue Date.

“ Initial Purchasers ” means Citigroup Global Markets Inc., Barclays Capital Inc., RBS Securities Inc., BNP Paribas Securities Corp., CIBC World Markets Corp., Mitsubishi UFJ Securities (USA), Inc., Mizuho Securities USA Inc. and SMBC Nikko Capital Markets Limited.

“ Insurance Proceeds ” mean all Net Available Amounts in respect of any casualty insurance policy (other than proceeds of business interruption insurance or service interruption coverage) covering the Projects.

“ Intercreditor Agreement ” means the Collateral Agency and Intercreditor Agreement dated as of the Issue Date among the Obligors, Holdings, the LC Facility Administrative Agent, the Trustee, the Collateral Agent and the other Persons party thereto from time to time.

“ Internal Revenue Code ” means the Internal Revenue Code of 1986, as amended.

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“ Investment ” by any Person means any direct or indirect loan, advance or other extension of credit or capital contribution to (by means of transfers of cash or other Property to others or payments for Property or services for the account or use of others, or otherwise), or purchase or acquisition of Capital Stock, bonds, notes, debentures or other securities or evidence of Indebtedness issued by, any other Person, and any Capital Expenditures.

“ Issue Date ” means June 27, 2013, the first date of issuance of Series A Notes under this Indenture.

“ Issuer ” has the meaning set forth in the preamble to this Indenture.

“ LC Disbursement ” shall have the meaning assigned to such term in the Reimbursement Agreement or any Replacement LC Facility Agreement, as applicable.

“ LC Facility ” means the $320 million letter of credit and reimbursement facility entered into by the Obligors on the Issue Date.

“ LC Facility Administrative Agent ” means the administrative agent under the LC Facility, together with its permitted successors in such capacity.

“ LC Facility Documents ” means the Reimbursement Agreement and the “Reimbursement Documents” (as defined in the Reimbursement Agreement).

“ LC Facility Obligations ” means all obligations of the Obligors under the LC Facility Documents.

“ LC Facility Pro Rata Share ” means, as of any date of determination, the amount (expressed as a percentage) of Obligations in respect of the LC Facility or Replacement LC Facility Obligations, as applicable, outstanding at such time relative to the aggregate amount of all Secured Obligations outstanding at such time.

“ LC Loan ” shall have the meaning assigned to such term in the Reimbursement Agreement or any Replacement LC Facility Agreement, as applicable.

“ Legal Requirements ” mean, as to any Person, any requirement under a Permit and any Governmental Rule, in each case applicable to or binding upon such Person or any of its properties or to which such Person or any of its properties is subject.

“ Lenders ” shall have the meaning assigned to such term in the Reimbursement Agreement or any Replacement LC Facility, as applicable.

“ Letters of Credit ” means the letters of credit issued under any LC Facility.

“ LGIAs ” means, collectively, the SS1 LGIA and the SS2 LGIA.

“ Lien ” means, with respect to any asset, (a) any mortgage, deed of trust, lien, hypothecation, pledge, encumbrance, charge or security interest in or on such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset, and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities. For certainty, “Lien” shall not include any netting or set-off arrangements under any contract, agreement or other undertaking that is otherwise permitted to be entered into by an Obligor in accordance with the Financing Documents.

“ Local Account ” means one or more “local checking account(s)” or similar account(s) to be established by any of the Guarantors or the Issuer at their election, which account(s) shall be subject to the Lien of the Collateral Agent pursuant to the Security Agreement (and covered by a Control Agreement) but to which the relevant Guarantor or the Issuer, as applicable, shall have at all times, other than during a Trigger Event, full access and signing authority for the purpose of writing checks or wiring funds for the payment of O&M Costs

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between Funding Dates; provided that the aggregate amount on deposit in all Local Accounts at any time shall not exceed $5.0 million.

“ Loss Event ” means any Notes Casualty Event or Event of Eminent Domain, as the context requires.

“ Loss Proceeds ” mean, individually and collectively, Insurance Proceeds and Eminent Domain Proceeds.

“ Loss Proceeds Account ” means the Loss Proceeds Account, so designated, established and created by the Depositary Agent pursuant to the Depositary Agreement.

“Major Project Contracts” mean the each of the agreements listed on Schedule 1 and any Replacement Project Contract executed in replacement of all or any portion of such Major Project Contract with a term greater than one year.

“Material Adverse Effect” means a material adverse change in or material adverse effect on (a) the business, operations, properties, assets or condition (financial or otherwise) of the Obligors (taken as a whole), (b) the ability of any Obligor or any owner of the equity interests of the Issuer to fully and timely perform its material obligations under any Financing Document to which it is a party, (c) the legality, validity, binding effect or enforceability against any Obligor or any owner of the equity interests of the Issuer of any Financing Document (excluding for the purposes of this clause (c), any certificates and ancillary documents delivered pursuant to or included within the definition of such Financing Document but including any document executed after the Issue Date that by its terms states that it is designated as a “Financing Document,” a “L/C Facility Document,” a “Replacement LC Facility Document” or a “Note Document”) to which it is a party or (d) the material rights and remedies available to, or conferred upon, any Secured Party under any Financing Document.

“ Maturity Date ” means June 30, 2035.

“ MBR Authority ” means an order of FERC pursuant to Section 205 of the Federal Power Act (a) authorizing the Project Companies to sell electric energy, capacity and specified ancillary services at market-based rates, (b) accepting each of the Project Companies’ market-based rate tariff under Section 205 of the Federal Power Act and (c) granting each of the Project Companies regulatory waivers and blanket authorizations as are customarily granted by FERC to persons with market-based rate authority, including blanket authorization under Section 204 of the Federal Power Act to issue securities and assume liabilities.

“ Module Warranties ” means, collectively, the SS1 Module Warranty and the SS2 Module Warranty.

“ Moody’s ” means Moody’s Investors Service, Inc., a Delaware corporation.

“ Multiemployer Plan ” means a multiemployer plan, as defined in Sections 3(37) and 4001(a)(3) of ERISA subject to the provisions of Title IV of ERISA and in respect of which the Issuer or any ERISA Affiliate has, or could reasonably be expected to have, liability, contingent or otherwise, under ERISA.

“ Necessary Project Permit ” means, as of any date of determination, any Permit (including any environmental, regulatory or other Permit) that is necessary under Legal Requirements applicable to an Obligor, or that is otherwise necessary under any of the Financing Documents and the Major Project Contracts, to be obtained by or on behalf of an Obligor at such time, in light of the stage of ownership or operation of a Project, in each case in order for such Obligor to operate, maintain, repair, own or use such Project as contemplated by the Financing Documents and the Major Project Contracts, including the ability to sell Power from or procure fuel for the Projects or deliver inputs to such Project, or for an Obligor to consummate and/or perform any of the Major Project Contracts or any obligation contemplated in any of the Financing Documents or any of the Major Project Contracts.

“ Net Available Amount ” means, with respect to any proceeds received by an Obligor, such proceeds net of the related Collection Expenses.

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“ Non-Project Land ” shall have the meaning assigned to such term within the definition of “Unsubdivided Parcels”.

“Non-U.S. Person” means a Person who is not a U.S. Person.

“ Note Documents ” mean this Indenture, the Notes, the Guarantees and the Security Documents.

“ Note Pro Rata Share ” means, as of any date of determination, the amount (expressed as a percentage) of Obligations in respect of the Notes outstanding at such time relative to the aggregate amount of all Secured Obligations outstanding at such time.

“ Note Redemption Account ” means the Note Redemption Account so designated, established and created by the Depositary Agent pursuant to the Depositary Agreement.

“Notes” has the meaning assigned to it in the preamble to this Indenture. The Initial Notes and the Additional Notes shall be treated as a single class for all purposes under this Indenture, and unless the context otherwise requires, all references to the Notes shall include the Initial Notes and any Additional Notes.

“ Notes Casualty Event ” means an event (or series of events) which causes (or cause) all or any material portion of the Collateral or the Projects to be damaged, destroyed or rendered unfit for its intended use for any reason whatsoever, other than an Event of Eminent Domain or a Title Event.

“ Obligation ” means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

“ Obligors ” means the Issuer and the Guarantors.

“ Offering Memorandum” means the confidential offering memorandum, dated June 20, 2013, relating to the initial offering of the Series A Notes.

“Officer” means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary, any Vice-President or any other officer of such Person that serves a similar function to any of the foregoing.

“ Officer’s Certificate ” means a certificate signed on behalf of the Issuer by an Officer of the Issuer, who must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Issuer or any other officer that serves a similar function to any of the foregoing.

“ O&M Agreements ” means, collectively, the SS1 O&M Agreement and the SS2 O&M Agreement.

“ O&M Costs ” mean all actual cash operation, maintenance and administrative costs relating to the Projects or any portion thereof, or required in connection with satisfying a Legal Requirement (but only such costs as are required to satisfy such Legal Requirement), incurred or payable by an Obligor in any particular calendar or fiscal year or other period to which said term is applicable, including:

(a) amounts payable by any Obligor under the Project Contracts (including any delay liquidated damages payable by any Obligor under the PPAs and amounts payable with Pass-Through Amounts (if not paid directly to the applicable counterparty with such Pass-Through Amounts) but excluding all amounts payable by any Obligor under Project Contracts with amounts on deposit in another Account (other than the Operating Account or the O&M Reserve Account) pursuant to the Depositary Agreement), site leasing and preparation costs and transportation costs incurred in connection with the sale of products or otherwise to satisfy obligations under the PPAs or any other Project Contract;

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(b) Taxes other than those based upon the Obligors’ income, including franchise and excise taxes; provided that, in the event that any Obligor becomes directly liable for the payment of taxes based upon its income solely as a result of any Change in Law, then such income taxes shall constitute O&M Costs;

(d) costs incurred to procure insurance, consumables, spare parts, equipment, materials, utilities, repair and maintenance services and payments under any parts agreement;

(e) reasonable general administrative costs, including legal, accounting and consulting fees and expenses, incurred by any Obligor in connection with the financing, management, operation or maintenance of the Projects (other than amounts constituting scheduled Debt Service and voluntary and mandatory redemption and prepayments under the Financing Documents);

(f) fees and costs paid in connection with obtaining, transferring, maintaining or amending any Permits relating to the Projects;

(g) reasonable expenses to keep the Collateral free and clear of all Liens (other than Permitted Liens);

(h) Required Capital Expenditures;

(i) Collection Expenses incurred in connection with a Loss Event, to the extent amounts therefor are deposited into the Revenue Account; and

(j) payments to direct or indirect owners of any Obligor for administrative expenses charged at cost, pursuant to the Services Agreement, or charged at such other amount as required by law or regulation.

Notwithstanding the foregoing, O&M Costs shall not include (i) distributions of any kind to any Affiliate of any Obligor (other than as described in clause (j) above), (ii) non-cash charges, including depreciation or obsolescence charges or reserves therefor, amortization of intangibles or other bookkeeping entries of a similar nature, (iii) Capital Expenditures other than Required Capital Expenditures and (iv) payments expressly contemplated herein to be made with proceeds on deposit in any Project Account other than the Operating Account or a Local Account.

“ O&M Reserve Account ” means the O&M Reserve Account so designated, established and created by the Depositary Agent pursuant to the Depositary Agreement.

“ O&M Reserve Requirement ” means, as of any Quarterly Date following the Project Account Funding Date, an amount equal to total O&M Costs (other than O&M Costs for insurance and those described in clause (b) of the definition of O&M Costs) scheduled to be due and payable under the then current Annual Operating Budget within six months after such Quarterly Date.

“ Operating Account ” means the O&M Account so designated, established and created by the Depositary Agent pursuant to the Depositary Agreement.

“ Opinion of Counsel ” means a written opinion reasonably acceptable to the Trustee from legal counsel. The counsel may be an employee of or counsel to the Issuer.

“Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream).

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“ Pass-Through Amounts ” mean any amounts received by an Obligor under any of the Major Project Contracts in the nature of liquidated damages or similar payments, excluding Performance LD Proceeds.

“ PBGC ” means the Pension Benefit Guaranty Corporation.

“ Performance Guaranty Agreements ” means, collectively, the SS1 Performance Guaranty Agreement and the SS2 Performance Guaranty Agreement.

“ Performance LD Proceeds ” means the cash proceeds of any performance liquidated damages actually received by an Obligor in the nature of lump sum payments under any Project Contract intended to compensate such Obligor for an expected permanent shortfall in power output or availability or other performance criteria, including any and all “Final Capacity Liquidated Damages” (as defined in the applicable EPC Contract) actually received by such Obligor pursuant to an EPC Contract, to the extent not returned or returnable to the EPC Contractor under such EPC Contract and, without duplication of the foregoing, all liquidated damages paid to such Obligor in connection with any Project capacity reduction pursuant to Section 3.10 hereof, but excluding, for certainty, any Delayed Revenue LD Proceeds, any Pass-Through Amounts and any PG Guaranty Amount or “Degradation Damages” (as defined in the Performance Guaranty Agreement).

“ Performance LD Reinvestment Work ” means with respect to either Project, work on, or payments in respect of, such Project using Performance LD Proceeds to (a) increase the capacity of such Project up to an amount that is not in excess of the Contract Capacity under the PPA with respect to such Project or to improve the energy output of such Project, (b) refund “Final Capacity Liquidated Damages” (as defined in the EPC Contract for such Project) for such Project to SunPower Corporation as and when required by such EPC Contract or (c) cure or remedy any defect or deficiency in such Project necessary to cause such Project to perform in accordance with Prudent Operating Practices, Legal Requirements or the requirements of any Major Project Contract, including the requirements of the Major Project Contract that gave rise to the applicable Performance LD Proceeds.

“ Permits ” mean any and all franchises, licenses, leases, permits, approvals, notifications, certifications, registrations, authorizations, exemptions, qualifications, easements, rights of way, Liens and other rights, privileges and approvals required to be obtained from a Governmental Authority under any Governmental Rule.

“ Permitted Asset Sale ” has the meaning set forth within the definition of “Asset Sale”.

“ Permitted Capacity Reduction ” means any reduction of Project capacity in accordance with Section 3.10 hereof.

“ Permitted Investments ” mean:

(a) direct obligations of the United States of America or any agency thereof or obligations guaranteed by the United States of America or any agency thereof, in each case with maturities not exceeding two years;

(b) time deposit accounts, certificates of deposit and money market deposits maturing within 90 days of the date of acquisition thereof issued by a bank or trust company that is organized under the laws of the United States of America, or any state thereof having capital, surplus and undivided profits in excess of $1.0 billion and whose long-term debt, or whose parent holding company’s long-term debt, is rated A (or such similar equivalent rating or higher) by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act);

(c) repurchase obligations with a term of not more than 90 days for underlying securities of the types described in clause (a) above entered into with a bank meeting the qualifications described in clause (b) above;

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(d) commercial paper, maturing not more than one year after the date of acquisition, issued by a corporation (other than an Affiliate of any Obligor) organized and in existence under the laws of the United States of America or any foreign country recognized by the United States of America with a rating at the time as of which any investment therein is made of P-1 (or higher) according to Moody’s or A-1 (or higher) according to S&P;

(e) money market funds that (i) comply with the criteria set forth in Rule 2a-7 under the Investment Company Act of 1940, (ii) if rated, are rated AA by S&P or Aa2 by Moody’s and (iii) have portfolio assets of at least $1.0 billion;

(f) time deposit accounts, certificates of deposit and money market deposits in an aggregate face amount not in excess of 1/2 of 1.00% of the total assets of the Obligors as of the end of the Issuer’s most recently completed fiscal year;

(g) time deposit accounts, certificates of deposit and money market deposits held with the Depositary Agent;

(h) shares of mutual funds whose investment guidelines restrict 95% of such funds’ investments to those satisfying the provisions of clauses (a) through (g) above;

(i) other investments that at the time acquired by an Obligor were formerly of the type described in clauses (a) through (h) above; provided that such other investment shall cease to be a Permitted Investment at such time as an Obligor shall have held such investment for a period in excess of 60 days from which such investment was no longer an investment of the type described in clauses (a) through (h) above; and

(j) cash.

“ Permitted Liens ” mean:

(1) subject to the terms, conditions and limitations set forth in the Intercreditor Agreement, Liens created pursuant to the Security Documents (including in respect of any Permitted Refinancing Indebtedness);

(2) Liens for any Tax not yet due and payable or to the extent being contested and reserved against in accordance with the Financing Documents;

(3) materialmen’s, mechanics’, workers’, repairmen’s, employees’ or other like Liens, arising in the ordinary course of business or in connection with the construction, operation and maintenance of a Project, (i) that do not individually or in the aggregate materially detract from the value of such Project or materially impair the use of such Project or (ii) either for amounts not yet due or for amounts being contested in good faith by appropriate proceedings, so long as such proceedings shall not involve any substantial danger of the sale, forfeiture or loss of such Project or any Deed of Trust Site, as the case may be, title thereto or any interest therein and shall not interfere in any material respect with the use or disposition of such Project or any Deed of Trust Site, and (A) a bond or other security has been posted or provided in such manner and amount as to assure that any amounts determined to be due will be promptly paid in full when such contest is determined or (B) adequate reserves have been provided therefor in accordance with GAAP;

(4) Liens arising out of judgments or awards so long as an appeal or proceeding for review is being prosecuted in good faith and for the payment of which adequate reserves are established in accordance with GAAP or bonds or are fully covered by insurance (other than customary deductibles);

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(5) Liens, deposits or pledges to secure statutory obligations or performance of bids, tenders, contracts (other than for the repayment of borrowed money) or leases, or for purposes of like general nature in the ordinary course of its business, not to exceed $5.0 million in the aggregate at any time;

(6) involuntary Liens as contemplated by the Financing Documents and the Project Contracts (including a Lien of an attachment, judgment or execution) securing a charge or obligation on the property of an Obligor, either real or personal, whether now or hereafter owned in the aggregate sum of less than $5.0 million at any one time outstanding for all Obligors;

(7) all exceptions scheduled in the Survey or the Title Policy;

(8) easements, rights of way, restrictions (including zoning restrictions), trackage rights, minor defects or irregularities in title, restrictions on use of real property and other similar encumbrances or liens that, in the aggregate, do not materially interfere with the value or use, or are useful to the operation, of the Property to which such Lien is attached;

(9) rights reserved for or vested in any municipality or Governmental Authority to control or regulate the use of the Real Property or to use the Real Property in any manner, including zoning and land use regulations;

(10) Liens arising by virtue of any statutory or common law provisions relating to bankers’ liens, rights of set off or similar rights;

(11) Liens or pledges of deposits of cash securing deductibles, self-insurance, co-payment, co-insurance, retentions or similar obligations to providers or property, casualty or liability insurance in the ordinary course of business;

(12) purchase money Liens upon or in real property or equipment acquired or held by an Obligor in the ordinary course of business securing the purchase price of such property or equipment or to secure Indebtedness incurred solely for the purpose of financing the acquisition, construction or improvement of any such property or equipment to be subject to such Liens, or Liens existing on any such property or equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided that no such Lien shall extend to or cover any property other than the property or equipment being acquired, constructed or improved, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; provided further that the aggregate principal amount of the Indebtedness secured by Liens permitted by this clause shall not exceed $5.0 million at any time outstanding;

(13) Liens existing on the date of this Indenture (without duplication of other Liens permitted pursuant to this definition);

(14) filing of Uniform Commercial Code financing statements as a precautionary measure in connection with operating leases;

(15) Liens on cash or other property arising in connection with the defeasance, discharge or redemption of Indebtedness;

(16) grants of software and other technology licenses in the ordinary course of business;

(17) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business;

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(18) Liens securing Permitted Refinancing Indebtedness, provided that such Liens do not extend to any property or assets other than the property or assets that secure the indebtedness being refinanced;

(19) Liens that may be deemed by law or contract to arise or exist on Property that is the subject of Permitted Real Estate Transactions or the Solar Star 3 Shared Facilities Agreement; and

(20) Liens not otherwise permitted under this Indenture so long as the aggregate outstanding principal amount of the obligations secured thereby does not exceed $5.0 million at any one time for all Obligors.

“ Permitted Real Estate Transactions ” means (i) the completion of a lot line adjustment and recordation of certificates of compliance by Kern County with respect to the Unsubdivided Parcels, and the transfer (whether by way of conveyance, sale, dividend or other distribution, or any other transfer or disposal) of the fee interest in the Non-Project Land from SS2 Company to Holdings, Solar Star 3, LLC or any other entity designated by SS2 Company, and actions incidental thereto; (ii) the completion of a lot line adjustment and recordation of certificates of compliance by Kern County with respect to that certain parcel located in Kern County identified as APN 261-191-10, of which the Bujulian Land is a part, and the transfer of the fee interest in the Bujulian Land from SS1 Company to Antelope Valley Water Storage, LLC, a Delaware limited liability company, and actions incidental thereto; and (iii) the recordation in the Official Records of Kern County of an amendment to the SCE Partial Assignment for the purpose of replacing Exhibits A and B attached to such SCE Partial Assignment to revise the legal description of the “Easement Area” (as defined therein) to include the “Deadend Structure” shown on such Exhibit B within the boundaries of such Easement Area, and actions incidental thereto.

“ Permitted Refinancing Indebtedness ” means any Indebtedness of any of the Obligors issued in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge other Indebtedness of the Obligor; provided that:

(1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith);

(2) such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity that is (a) equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged or (b) more than 90 days after the final maturity date of the Notes;

(3) if the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged is subordinated in right of payment to the Notes, such Permitted Refinancing Indebtedness is subordinated in right of payment to the Notes on terms at least as favorable to the Holders as those contained in the documentation governing the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged;

(4) such Indebtedness is incurred either by the Obligors or the Person that was the obligor on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged and is guaranteed only by Persons who were obligors on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged, and the terms of such guarantee shall be no more favorable to the secured parties in respect of such Indebtedness than the terms of the Guarantees; and

(5) if the Indebtedness (other than the related guarantees thereof by the Guarantors) being renewed, refunded, refinanced, replaced, defeased or discharged is Indebtedness described in clauses (1)

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or (2) of the definition of Permitted Indebtedness (or any Permitted Refinancing Indebtedness in respect thereof), the Issuer shall be the primary obligor of such Indebtedness.

“ Person ” means any natural person, corporation, business trust, joint venture, association, company, partnership, limited liability company or government, individual or family trusts, or any agency or political subdivision thereof.

“ Plan ” means any employee pension benefit plan (other than a Multiemployer Plan) that is maintained or is contributed to by an Obligor or any ERISA Affiliate and is covered by Title IV of ERISA or is subject to minimum funding standards under Section 412 of the Internal Revenue Code.

“ Pledge Agreement ” means the pledge agreement, dated as of the Issue Date, between Holdings and the Collateral Agent.

“ Power ” means electric energy and related products, including capacity, reactive power and ancillary services; provided, however , that the term “Power” shall specifically exclude any items included in the definition of Environmental Attributes.

“PPAs” means, collectively the SS1 PPA and the SS2 PPA.

“Private Placement Legend” means the legend set forth in Section 2.06(g)(1) hereof to be placed on all Notes issued under this Indenture except where otherwise permitted by the provisions of this Indenture.

“ Project Account Funding Date ” means the date that is the earlier of (a) the Initial Amortization Payment Date and (b) the Project Completion Date.

“ Project Accounts ” shall have the meaning assigned to such term in the Depositary Agreement.

“ Project Companies ” means SS1 Company and SS2 Company.

“ Project Completion Date ” means the first date when at least all the following conditions precedent have been achieved or waived by the Trustee and the LC Facility Administrative Agent with respect to both Projects: (a) completion of all Work required for Facility Substantial Completion and payment of all amounts due under the related EPC Contracts through Facility Substantial Completion; (b) occurrence of Facility Substantial Completion; (c) commencement of deliveries of electric energy under the PPA and occurrence of the Commercial Operation Date (as defined in the PPAs); (d) receipt of all Equity Contributions required to be made through such date; (e) delivery of any additional Major Project Contracts; (f) delivery of a title insurance date down endorsement; (g) receipt of permits required to have been obtained by such date; (h) funding of reserve accounts; (i) no Default or Event of Default has occurred and is continuing; (j) accuracy of representations and warranties under the LC Facility; (k) receipt of customary certifications from the Independent Engineer and the insurance consultant; (l) effectiveness of insurance; (m) receipt of customary lien waivers; and (n) payment of liquidated damages due and payable, under Major Project Contracts, if any.

“ Project Contract Replacement Work ” means the reinvestment of Project Contract Termination Proceeds in the applicable Project or the application of such Project Contract Termination Proceeds in connection with the replacement of the applicable Project Contract, including making payments to, or deposits with, the counterparty under the replacement Project Contract, in any case, in accordance with the conditions therefor (including timing parameters) set forth in the Financing Documents.

“ Project Contract Termination Proceeds ” means the Net Available Amount of any termination payments pursuant to any Project Contract.

“ Project Contracts ” mean the Major Project Contracts, the Water Supply Agreements, the Solar Star 3 Shared Facilities Agreement (as and when entered into) and each other contract or agreement related to the

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operation, maintenance, management, administration, ownership or use of the Projects, the sale of power or environmental attributes therefrom, the provision of electricity, interconnection and other services therefor and Real Property rights and interests relating to the Projects, in each case, entered into by, or assigned to, any Obligor.

“ Project Costs ” mean all costs and expenses incurred by the Obligors prior to the Project Completion Date in connection with the acquisition, ownership, development, design, engineering, procurement, construction, equipping, assembly, inspection, testing, completion, start-up and financing of the Project, including (without duplication):

(1) amounts payable by the Obligors under the EPC Contracts and the other Project Contracts (including any delay liquidated damages payable by the Obligors under the PPAs but excluding all amounts payable by the Obligors under Project Contracts with amounts on deposit in another Project Account pursuant to the Depositary Agreement) including adequate contingency, any contractor bonuses, site leasing and preparation costs, costs related to acquisition, development and construction of facilities to transport or deliver electricity and other outputs from the Projects;

(2) financing, advisory, legal and all other fees, expenses and all other transaction costs and expenses associated with the Projects including, but not limited to, all fees, commissions, discounts and expenses of the Initial Purchasers, the initial purchasers with respect to Additional Notes, the Trustee and the Collateral Agent that are to be paid by any Obligor;

(3) all other costs and expenses, including insurance costs and expenses and costs and expenses of obtaining and renewing any Permits;

(4) interest (including interest during construction), fees, commissions, discounts and other amounts payable under the Financing Documents;

(5) O&M Costs;

(6) Collection Expenses incurred in connection with a Loss Event, to the extent amounts therefor are deposited into the Construction Account; and

(7) the reimbursement or repayment to the Sponsor and its applicable Affiliates of (a) costs and expenses of the type described above incurred or otherwise paid by the Sponsor and such Affiliates or (b) amounts advanced by way of equity contribution, loan or otherwise, by the Sponsor and its applicable Affiliates to any of the Obligors for the payment of such costs and expenses.

“ Project Purchasers ” means the SS1 Purchaser and SS2 Purchaser.

“ Project Revenues ” means all revenues, monies, interest, payments, cash and other proceeds from whatever source received (or, for purposes of determining the Projected Debt Service Coverage Ratio, to be received (but excluding any proceeds of insurance)) by or on behalf of an Obligor arising from the operations of the Projects (but excluding proceeds of Indebtedness for borrowed money, ECA Contributions (as defined in the Equity Contribution Agreement), voluntary equity contributions made by the Sponsor to any Obligor and any amounts that are expressly required to be deposited into an Account other than the Revenue Account or that are not otherwise required to be deposited in to the Revenue Account pursuant to the Depositary Agreement), including all amounts received:

(1) in respect of sales of electricity, capacity or ancillary services, including (i) all revenues paid by the Power Purchaser pursuant to the PPAs (including any payments in respect of “Curtailed Product” (as defined in the PPAs), (ii) any “Availability Incentive Payments” (as defined in the PPAs) received by any Obligor as contemplated by Section 3.04 of each of the PPAs, (iii) “CAISO Revenues” (as defined in the PPA for each Project) allotted to any Obligor pursuant to Section 4.01(a)) of each of the PPAs and (iv) amounts received as a repayment of costs paid to the Power Purchaser for the cost of any

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“Network Upgrades” (as defined in the LGIAs), which are not funded by Power Purchaser, under Section 11.4.1 of each of the LGIAs or a refund in respect of payments made to the Power Purchaser under Section 5.17.8 of each of the LGIAs;

(2) in respect of liquidated damages, reimbursement payments, other compensation payments or other amounts received under any Project Contract to which an Obligor is a party or otherwise, including Delayed Revenue LD Proceeds and “PG Guaranty Amounts” or “Degradation Damages” (each as defined in the Performance Guaranty Agreements), but excluding Performance LD Proceeds, Project Contract Termination Proceeds, EITC Amounts (as defined in the Depositary Agreement) and Pass-Through LD Amounts;

(3) in the form of interest income, to the extent deposited or to be deposited in the Revenue Account in accordance with Section 3.14 of the Depositary Agreement; and

(4) in respect of insurance recoveries, including business interruption and delay-in-startup insurance, including pursuant to any Project Contract other than any such amounts that are not required to be deposited into the Revenue Account in accordance with the terms of the Depositary Agreement, but excluding Loss Proceeds.

“ Projected Debt Service Coverage Ratio ” means as of any date of determination, the average projected Debt Service Coverage Ratio for the fiscal years following such date (including the remainder of the fiscal year during which such date occurs) through the Maturity Date of the Notes.

“ Projects ” mean collectively, the SS1 Project and the SS2 Project.

“ Property ” means any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible.

“ Prudent Operating Practices ” mean the practices, methods and acts generally engaged in or approved by a significant portion of the solar electric power generation industry during the relevant time period and for the relevant size, type and location of the facility that, in the exercise of reasonable judgment and actions in light of the applicable manufacturer’s recommendations and manufacturer’s warranties and the facts known or that reasonably should have been known at the time the decision was made, would reasonably have been expected to accomplish the desired result of safe and reliable maintenance, operation and service at a reasonable cost such that the judgment and actions are consistent with good business practices, reliability, safety, expedition and contractual obligations and in compliance with applicable Governmental Rules and Necessary Project Permits. Prudent Operating Practices are intended to consist of practices, methods or acts generally employed by reputable operators in the regions where the Projects are located, and are not intended to be limited to the best practices, methods or acts.

“PUHCA” means the Public Utility Holding Company Act of 2005, as amended, and all rules and regulations adopted thereunder.

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“ Quarterly Date ” means the Funding Date occurring in the months of March, June, September and December after the Issue Date.

“ Quotation Agent ” means an internationally recognized investment bank, other than Reference Treasury Dealers.

“ Rating ” means the credit rating of the Notes by the Rating Agencies.

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“ Rating Agency ” means any of (or each, as the context may require) Fitch, S&P or Moody’s; provided that if any of Fitch, S&P or Moody’s shall cease to operate as a “rating agency”, or shall cease to maintain a rating on the Notes, then any other nationally recognized rating agency or agencies then maintaining a rating on the Notes.

“ Ratings Reaffirmation ” means, in the case of an event or proposed event, a reaffirmation by any two of the Rating Agencies rating the Notes that the then current Ratings on the Notes will not be lower, after giving effect to the event or proposed event, than the Ratings of the Notes in effect immediately prior to such event or proposed event.

“ Real Property ” means all right, title and interest of the Obligors in and to any and all parcels of real property (including the Deed of Trust Sites) owned, leased or operated by the Obligors together with all of such Person’s interests in all improvements and appurtenant fixtures, equipment, personal property, easements and other property and rights incidental to the ownership, lease or operation thereof.

“ Redemption Date ” means any date for redemption of Notes established pursuant to Article 3.

“ Reference Treasury Dealer ” means Citigroup Global Markets Inc., Barclays Capital Inc. and RBC Capital Markets, LLC or any of their respective Affiliates which are primary United States government securities dealers in New York City and not less than two other leading primary United States government securities dealers in New York City reasonably designated by the Issuer; provided , however , that if any of the foregoing shall cease to be a primary United States government securities dealer in New York City (a “Primary Treasury Dealer”), the Issuer will substitute therefor another Primary Treasury Dealer.

“ Reference Treasury Dealer Quotation ” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Quotation Agent, of the bid and asked price for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Quotation Agent by such Reference Treasury Dealer at 3:30 p.m. New York time on the third Business Day preceding such redemption date.

“Regulation S” means Regulation S promulgated under the Securities Act.

“Regulation S Global Note” means a Regulation S Temporary Global Note or Regulation S Permanent Global Note, as appropriate.

“Regulation S Permanent Global Note” means a permanent Global Note in the form of Exhibit A1 hereto (or the form of Exhibit A1 to any Supplemental Indenture in the case of Notes issued after the Issue Date) bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Regulation S Temporary Global Note upon expiration of the Restricted Period.

“Regulation S Temporary Global Note” means a temporary Global Note in the form of Exhibit A2 hereto (or the form of Exhibit A2 to any Supplemental Indenture in the case of Notes issued after the Issue Date) deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes initially sold in reliance on Rule 903 of Regulation S.

“ Reimbursement Agreement ” means the Letter of Credit and Reimbursement Agreement dated as of the Issue Date among the Issuer, the lenders and issuing banks from time to time party thereto, Union Bank, N.A., as administrative agent, the Collateral Agent, Union Bank, N.A. as sole lead arranger and sole bookrunner and Canadian Imperial Bank of Commerce – New York Agency, as syndication agent.

“ Reinvestment Certificate ” means an Officer’s Certificate certifying that the Issuer intends to undertake certain Restoration Work, Performance LD Reinvestment Work or Project Contract Replacement Work, as applicable, and certain other conditions to be set forth in the Depositary Agreement.

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“ Reinvestment Plan ” means, with respect to any Restoration Work or Performance LD Reinvestment Work described in any Reinvestment Certificate, a plan prepared by the Issuer (in consultation with the Independent Engineer) describing in reasonable detail the Issuer’s plan for completing such Restoration Work or Performance LD Reinvestment Work, as applicable, including (a) a schedule identifying appropriate milestones and payment requisitions to be made in connection with such Restoration Work or Performance LD Reinvestment Work, as applicable, and (b) a budget identifying all categories and approximate amounts reasonably expected to be incurred in connection with such Restoration Work or Performance LD Reinvestment Work, as applicable, together with a statement of uses of proceeds identifying funds available in the Loss Proceeds Account or Extraordinary Proceeds Account, as applicable, and other committed funds available to complete such Restoration Work or Performance LD Reinvestment Work, as applicable, as such plan to complete such Restoration Work (including such schedule and budget) may be modified from time to time upon approval by the Required Lenders, which approval shall not be unreasonably withheld or delayed, in consultation with the Independent Engineer.

“ Release ” means any placing, spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing or migrating in, into, onto or through the Environment.

“ Renewable Energy Credit ” shall have the meaning set forth in California Public Utilities Code Section 399.12(h), as may be amended from time to time or as further defined or supplemented by law.

“ Replacement LC Facility ” means Indebtedness comprising letter of credit reimbursement facilities and/or other similar facilities permitted to be incurred on a pari passu basis with the Secured Obligations in accordance with the applicable provisions of the Financing Documents.

“ Replacement LC Facility Obligations ” means, with respect to any Replacement LC Facility, all obligations of the Issuer under such Replacement LC Facility.

“ Replacement Project Contract ” means one or more contracts or agreements which (i) is entered into by an Obligor in substitution for any Major Project Contract that has been terminated in accordance with its terms or otherwise or replaced following an event of default thereunder, (ii) has economic and other terms which, taken as a whole, are not materially less favorable to such Obligor as the Major Project Contract being replaced and (iii) either (a) is with one or more counterparties (or guarantors of such counterparties’ obligations) having substantially similar or better creditworthiness (or is otherwise credit supported so that the credit risk of such counterparty is not materially less favorable to such Obligor than the existing counterparty) and substantially similar or better experience in the industry, in each case, as the counterparty to the Major Project Contract being replaced, or (b) in the case of any Major Project Contract other than the PPAs, the Issuer delivers evidence of a Ratings Reaffirmation.

“ Required Capital Expenditures ” mean Capital Expenditures set forth in a Construction Budget or Capital Expenditures set forth in the then current Annual Operating Budget that are reasonably required in order to operate and maintain the Projects in accordance with applicable Legal Requirements (excluding, for certainty, any Emergency Capital Expenditures and Capital Expenditures financed with the proceeds of voluntary equity contributions made to an Obligor).

“ Required Lenders ” shall have the meaning assigned to such term in the Reimbursement Agreement.

“ Responsible Officer ” means:

(1) for any Person other than the Trustee, Collateral Agent or Depositary Agent, any executive officer or financial officer (including the chief financial officer, principal accounting officer, treasurer, assistant treasurer or controller) of such Person and any other officer or similar official thereof responsible for the administration of the obligations of such Person in respect of a Project Contract or Financing Document; and

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(2) for the Trustee, Collateral Agent or Depositary Agent, any officer within the corporate trust department, including any vice president, assistant vice president, trust officer or any other officer who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person's knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

“ Restoration Work ” means, with respect to any Affected Property, any action taken by or on behalf of an Obligor to rebuild, repair, replace, redesign, alter or otherwise restore or complete such Affected Property or any portion thereof, and all activities incidental and necessary for such matters, in order to permit operation of the Projects in accordance in all material respects with the Financing Documents, including any redesign, alteration, retesting, re-commissioning and putting into service of the Affected Property, in each case, necessary to compensate for any failure of the Projects to satisfy any performance guarantee under any Project Contract.

“Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend.

“Restricted Global Note” means a Global Note bearing the Private Placement Legend.

“ Restricted Investment ” means any Investment other than an Investment permitted by Section 4.29 hereof.

“Restricted Period” means the 40-day distribution compliance period as defined in Regulation S.

“ Revenue Account ” means the Revenue Account so designated, established and created by the Depositary Agent pursuant to the Depositary Agreement.

“Rule 144” means Rule 144 promulgated under the Securities Act.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“Rule 903” means Rule 903 promulgated under the Securities Act.

“Rule 904” means Rule 904 promulgated under the Securities Act.

“ S&P ” means Standard & Poor’s Rating Services, a division of The McGraw Hill Companies, Inc.

“SCE” means Southern California Edison Company, a California corporation.

“SCE Partial Assignment” means that certain Assignment of Easement Rights (Partial) recorded July 19, 2012, as Instrument Number 02120979811 in the Official Records of Kern County, California, by and among First Solar Development, Inc., a Delaware corporation, AV Solar Ranch 1, LLC, a Delaware limited liability company, SS1 Company (as successor-in-interest to Whirlwind Solar Star, LLC, a Delaware limited liability company) and Kingbird Solar, LLC, a Delaware limited liability company (formerly known as AV Solar Ranch 2, LLC, a Delaware limited liability company), collectively as Grantors, and SCE, as grantee.

“SEC” means the Securities and Exchange Commission.

“ Secured Debt Representative ” means (a) the LC Facility Administrative Agent (on behalf of the lenders and issuing banks under the LC Facility) (or any similar agent under a Replacement LC Facility, as applicable) and (b) the Trustee.

“ Secured Obligations ” mean, without duplication:

(1) all Indebtedness, loans, advances, debts, liabilities and all other obligations (including the Obligations), howsoever arising, owed by an Obligor to the Secured Parties of every kind and description (whether or not evidenced by any note or instrument and whether or not for the payment of money), direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, pursuant to the terms of the

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Financing Documents, including the Intercreditor Agreement and any other Security Documents, including all interest, fees (including commitment fees, participation fees and fronting fees), charges, expenses, attorneys’ fees and accountants fees chargeable to such Obligor or payable by such Obligor thereunder or hereunder;

(2) any and all sums advanced by the Collateral Agent in order to preserve the Collateral or preserve its security interest in the Collateral; and

(3) in the event of any proceeding for the collection or enforcement of the obligations described in clause (1) or (2) above, after a Trigger Event shall have occurred and is continuing and unwaived, the expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Collateral Agent of its rights under the Security Documents, together with any necessary attorneys’ fees and court costs;

provided, however, that Secured Obligations shall exclude all Excluded Swap Obligations.

“ Secured Party ” means each lender and issuing bank under the LC Facility and any Replacement LC Facility, the Holders, the Trustee, the Collateral Agent, the Depositary Bank and each other Secured Debt Representative.

“Securities Act” means the Securities Act of 1933, as amended.

“ Security Agreement ” means the Security Agreement, dated as of the Issue Date, by and among the Issuer, the Project Purchasers, the Project Companies and the Collateral Agent.

“ Security Documents ” mean the Intercreditor Agreement, the Consents, the Pledge Agreement, the Security Agreement, the Depositary Agreement, the Deeds of Trust, the Equity Contribution Agreement and each of the security agreements, mortgages, pledge agreements, agency agreements, control agreements and other instruments and documents executed and delivered pursuant to this Indenture or any of the foregoing, as the same may be amended, supplemented or otherwise modified from time to time and pursuant to which Collateral is pledged, assigned or granted to or on behalf of the Collateral Agent for the ratable benefit of the Secured Parties or notice of such pledge, assignment or grant is given.

“ Senior Debt ” means the LC Facility, any Replacement LC Facility and the Notes.

“ Services Agreement ” means the Intercompany Administrative Services Agreement, dated as of March 31, 2006, between the Sponsor and its direct and indirect Subsidiaries from time to time (including the Obligors, as of or around the Issue Date).

“ Shared Facilities Common Ownership Agreement ” means that certain Shared Facilities Common Ownership Agreement dated as of July 28, 2011 among AV Solar Ranch 1, LLC, Kingbird Solar, LLC (formerly known as AV Solar Ranch 2, LLC, as assignee of a 14% undivided cotenancy interest from AV Solar Ranch 1, LLC) and SS1 Company (as assignee of Whirlwind Solar Star, LLC).

“ Sites ” shall mean the SS1 Site and the SS2 Site.

“ Solar Star 3 Shared Facilities Agreement ” means any shared facilities and/or co-tenancy agreement or agreements or arrangements to which either or both of the Project Companies become a party for the purpose of enabling Solar Star 3, LLC or another controlled affiliate of the Sponsor to obtain access to and utilize the real property or other assets of the Project Companies in connection with the ownership, development, construction, operation and maintenance of any electric generating facility owned by the Solar Star 3, LLC or another controlled affiliate of the Sponsor on land adjacent to, or in the same vicinity as, the Sites on terms and conditions that are reasonably acceptable to the affected Project Company or Project Companies; provided, however, that any such agreement or agreements or arrangements shall have been approved by the Required Lenders, which approval shall not be unreasonably withheld or delayed, in consultation with the Independent Engineer and that the Collateral

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Agent shall have received a certificate from (x) the Issuer confirmed by the Independent Engineer certifying that (i) that the costs of such Shared Facilities are divided in a manner that reflects the use by each party to such Shared Facilities Agreement and (ii) the Shared Facilities are sufficient to serve the requirements of each of the parties to such Shared Facilities Agreement and (y) the Issuer certifying that (i) such Shared Facilities Agreement does not materially and adversely affect the Projects and (ii) such Shared Facilities Agreement does not materially impair the value of the Collateral.

“ Sponsor ” means MidAmerican Energy Holdings Company, an Iowa corporation.

“ SS1 Bridge ECA ” means the bridge equity contribution agreement, dated December 28, 2012, with respect to the SS1 Project among Sponsor, SunPower Corporation, SunPower Systems SS1 Company and SS1 Purchaser.

“ SS1 Company ” means Solar Star California XIX, LLC, a Delaware corporation.

“ SS1 Deed of Trust Site ” has the meaning assigned to the term “Site” in the SS1 Deed of Trust.

“ SS1 Delivery Point ” means the point of interconnection at the Whirlwind Substation, identified as Q407, as set forth in the single-line diagram in the SS1 EPC Contract.

“ SS1 EPC Contract ” means the Engineering, Procurement and Construction Contract, dated as of December 28, 2012, by and between SunPower Systems and the SS1 Company, as amended by the side letter agreement dated as of December 28, 2012, by and among SS1 Company, SS2 Company and SunPower Systems, and as amended by the side letter agreement from SunPower Corporation dated as of December 28, 2012 regarding the SS1 EPC Contract.

“ SS1 Facility ” means the 308.97 MW at the SS1 Delivery Point (approximately 318 MW nameplate capacity) solar PV power plant to be located in Kern and Los Angeles Counties, California and to be designed, engineered, procured, constructed, tested and commissioned under the SS1 EPC Contract.

“ SS1 LGIA ” means the Large Generator Interconnection Agreement, with an effective date of December 1, 2011, among the CAISO, SCE and the SS1 Company.

“ SS1 Module Warranty ” means the SunPower Limited Product and Power Warranty for PV Modules entered into as of December 28, 2012 between SunPower Corporation and the SS1 Company with respect to the SS1 Project.

“ SS1 O&M Agreement ” means the Management, Operation and Maintenance Agreement, dated as of December 28, 2012, between SunPower Systems and the SS1 Company.

“ SS1 Performance Guaranty Agreement ” means the Performance Guaranty Agreement dated as of December 28, 2012 between SunPower Systems and the SS1 Company.

“ SS1 PPA ” means the Renewable Power Purchase and Sale Agreement, dated as of December 30, 2010, by and between SCE and the SS1 Company, as amended and modified by that certain Amendment No. 1 to the Renewable Power Purchase and Sale Agreement, dated as of February 15, 2011, by that certain letter agreement dated December 30, 2010, by that certain Consent to Assignment of Membership Interest, by and among the SS1 Company, SunPower Corporation, SunPower Systems, SS1B, LLC and the SS1 Company Owner and that certain Amendment No. 2 to the Renewable Power Purchase and Sale Agreement, dated as of December 28, 2012.

“ SS1 Project ” means an alternating current solar photovoltaic electric generating facility with a capacity of approximately 309 MW at the delivery point (approximately 318 MW nameplate capacity) (as may be modified after giving effect to any Permitted Capacity Reduction) owned by SS1 Company, together with an on-site electrical substation, a 230 kV switching station, certain monitoring and maintenance infrastructure to be located in Kern

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and Los Angeles Counties, California, including the SS1 Deed of Trust Site and all ancillary facilities related to or used by the facilities located on the SS1 Deed of Trust Site, together with all buildings, structures or improvements erected on the SS1 Deed of Trust Site, all alterations thereto or replacements thereof, all fixtures, attachments, appliances, equipment, machinery and other articles attached thereto or used in connection therewith and all parts which may from time to time be incorporated or installed in or attached thereto, including all Project Contracts of such SS1 Project, all leases of real or personal property related thereto, all other real and tangible and intangible personal property owned by the Obligors and placed upon the SS1 Deed of Trust Site (or used in connection with the solar photovoltaic generation facility located thereon), the Permits required in connection with (or otherwise related to) the SS1 Project, any electrical interconnections owned by the Obligors with respect to the SS1 Project, and to the extent not included in the foregoing, all Collateral with respect to the SS1 Project.

“ SS1 Purchaser ” means SSC XIX, LLC, a Delaware corporation.

“ SS1 Work ” means all obligations, duties, and responsibilities assigned to or undertaken by SunPower Systems under the SS1 EPC Contract, as further described in the SS1 EPC Contract, with respect to the SS1 EPC Project, including any of the foregoing obligations performed prior to the Effective Date, which will be deemed to be Work performed by SunPower Systems under the SS1 EPC Contract, notwithstanding the fact that it was performed in whole or in part prior to December 28, 2012.

“ SS2 Bridge ECA ” means the bridge equity contribution agreement, dated December 28, 2012, with respect to the SS2 Project among Sponsor, SunPower Corporation, SunPower Systems, SS2 Company and SS2 Purchaser.

“ SS2 Company ” means Solar Star California XX, LLC, a Delaware corporation.

“ SS2 Deed of Trust Site ” has the meaning assigned to the term “Site” in the SS2 Deed of Trust.

“ SS2 Delivery Point ” means the point of interconnection at the Whirlwind Substation, identified as Q408, as set forth in the single-line diagram in the SS2 EPC Contract.

“ SS2 EPC Contract ” means the Engineering, Procurement and Construction Contract, dated as of December 28, 2012, by and between SunPower Systems and the SS2 Company, as amended by the side letter agreement dated as of December 28, 2012, by and among SS1 Company, SS2 Company and SunPower Systems, and as amended by the side letter agreement from SunPower Corporation dated as of December 28, 2012 regarding the SS2 EPC Contract.

“ SS2 Facility ” means the 270.18 MW at the SS2 Delivery Point (approximately 279 MW nameplate capacity) solar PV power plant to be located in Kern County, California and to be designed, engineered, procured, constructed, tested and commissioned under the SS2 EPC Contract.

“ SS2 LGIA ” means the Large Generator Interconnection Agreement, with an effective date of December 6, 2011, among the CAISO, SCE and the SS2 Company.

“ SS2 Module Warranty ” means the SunPower Limited Product and Power Warranty for PV Modules entered into as of December 28, 2012 between SunPower Corporation and the SS2 Company with respect to the SS2 Project.

“ SS2 O&M Agreement ” means the Management, Operation and Maintenance Agreement, dated as of December 28, 2012, between SunPower Systems and the SS2 Company.

“ SS2 Performance Guaranty Agreement ” means the Performance Guaranty Agreement dated as of December 28, 2012 between SunPower Systems and the SS2 Company.

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“ SS2 PPA ” means the Renewable Power Purchase and Sale Agreement, dated as of January 5, 2011, by and between SCE and the SS2 Company, as amended and modified by that certain Amendment No. 1 to the Renewable Power Purchase and Sale Agreement, dated as of February 15, 2011, by that certain letter agreement dated January 3, 2011, by that certain Consent to Assignment of Membership Interest, by and among the SS2 Company, SunPower Corporation, SunPower Systems, SS2B, LLC and the SS2 Company Owner and that certain Amendment No. 2 to the Renewable Power Purchase and Sale Agreement, dated as of December 28, 2012.

“ SS2 Project ” means an alternating current solar photovoltaic electric generating facility with a capacity of approximately 270 MW at the delivery point (approximately 279 MW nameplate capacity) (as may be modified after giving effect to any Permitted Capacity Reduction) owned by SS2 Company, together with two on-site electrical substations, two 230 kV switching stations, certain monitoring and maintenance infrastructure and other ancillary facilities, to be located in Kern County, California, including the SS2 Deed of Trust Site and all ancillary facilities related to or used by the facilities located on the SS2 Deed of Trust Site, together with all buildings, structures or improvements erected on the SS2 Deed of Trust Site, all alterations thereto or replacements thereof, all fixtures, attachments, appliances, equipment, machinery and other articles attached thereto or used in connection therewith and all parts which may from time to time be incorporated or installed in or attached thereto, including all Project Contracts of such SS2 Project, all leases of real or personal property related thereto, all other real and tangible and intangible personal property owned by the Obligors and placed upon the SS2 Deed of Trust Site (or used in connection with the solar photovoltaic generation facility located thereon), the Permits required in connection with (or otherwise related to) the SS2 Project, any electrical interconnections owned by the Obligors with respect to the SS1 Project, and to the extent not included in the foregoing, all Collateral with respect to the SS1 Project.

“ SS2 Purchaser ” means SSC XX, LLC, a Delaware corporation.

“ SS2 Work ” means all obligations, duties, and responsibilities assigned to or undertaken by SunPower Systems under the SS2 EPC Contract, as further described in the SS2 EPC Contract, with respect to the SS2 EPC Project, including any of the foregoing obligations performed prior to the Effective Date, which will be deemed to be Work performed by SunPower Systems under the SS2 EPC Contract, notwithstanding the fact that it was performed in whole or in part prior to December 28, 2012.

“ Stated Maturity ” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the documentation governing such Indebtedness as of the date of this Indenture, and will not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“ Subsidiary ” means, with respect to any specified Person:

(1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(2) any partnership or limited liability company of which (a) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general and limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof, whether in the form of membership, general, special or limited partnership interests or otherwise, and (b) such Person or any Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

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“ SunPower Corporation Guaranties ” means the two Guaranty Agreements, each dated as of December 28, 2012, between SunPower Corporation and the respective Project Companies, pursuant to which SunPower Corporation guarantees as primary obligor the payment of all amounts due and observance when due of all covenants, agreements and obligations to be performed, paid or observed by SunPower Systems under the applicable EPC Contract, the applicable O&M Agreement and the applicable Performance Guaranty Agreement.

“SunPower Systems” means SunPower Corporation, Systems, a Delaware corporation.

“Survey” means the survey of the Sites made by Westwood Professional Services, Inc., last revised June 21, 2013.

“ Swap Obligation ” means, with respect to any Obligor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.

“ Taxes ” mean any and all present or future taxes, and any and all levies, imposts, duties and similar charges or withholdings, in each case, in the nature of a tax, imposed, levied, withheld, collected or assessed by any Governmental Authority and any and all interest, penalties and additions related thereto.

“ Title Event ” means the existence of any defect of title or Lien on either Project (other than Permitted Liens) that entitles any Obligor or the Collateral Agent to make a claim under any title policies issued in favor of such Obligor or the Collateral Agent.

“ Title Event Proceeds ” mean, in connection with any Title Event, the net available amount payable to an Obligor or the Collateral Agent (on behalf of the Secured Parties) in connection with such Title Event.

“ Title Policy ” means a lender’s A.L.T.A. 2006 extended coverage policy of title insurance.

“ Treasury Rate ” means with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity or interpolated maturity (on a day count basis) 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.

“ Trigger Event ” means an event of default under a Financing Document that causes the Secured Obligations under such Financing Document to become immediately due and payable, in each case, as notified in writing to the Collateral Agent.

“Trustee” means Wells Fargo Bank, National Association, until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.

“ UCC ” means the Uniform Commercial Code as the same may, from time to time, be in effect in the State of New York; provided however that, in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of the security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection or priority and for purposes of definitions related to such provisions.

“Unrestricted Definitive Note” means a Definitive Note that does not bear and is not required to bear the Private Placement Legend.

“Unrestricted Global Note” means a Global Note that does not bear and is not required to bear the Private Placement Legend.

“Unsubdivided Parcels” means those certain unsubdivided parcels of real property located in Kern County described in the Reimbursement Agreement aggregating approximately 150 acres, of which approximately 17

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acres are part of the SS2 Project and approximately 133 acres are not part of the SS2 Project (such latter acreage, the “ Non-Project Land ”).

“U.S. Person” means a U.S. Person as defined in Rule 902(k) promulgated under the Securities Act.

“ Voting Stock ” of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“ Weighted Average Life to Maturity ” means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

(2) the then outstanding principal amount of such Indebtedness.

“ Withdrawal Certificate ” means an Officer’s Certificate countersigned by the Collateral Agent in the form provided in the Depositary Agreement.

Section 1.02 Other Definitions .



Term	Defined in Section
“Adjusted Senior Note Amount”	3.10
“Authentication Order”	2.02
“Capacity Reduction Payment”	3.10
“Change of Control Offer”	4.15
“Change of Control Payment”	4.15
“Change of Control Payment Date”	4.15
“Covenant Defeasance”	8.03
“Discretionary Capital Expenditures”	4.31
“Distribution Conditions”	4.07
“DTC”	2.03
“Extended Quarterly Dates”	4.44
“incur”	4.09(a)
“Legal Defeasance”	8.02
“Make-Whole Amount”	3.07
“Mandatory Redemption”	3.09
“Mandatory Redemption Amount”	3.09
“Paying Agent”	2.03
“Permitted Indebtedness”	4.09
“Registrar”	2.03
“Restricted Payment”	4.07
“Restricted Payment Date”	4.07

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Section 1.03 Rules of Construction .

Unless the context otherwise requires:

(1) a term has the meaning assigned to it;

(2) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(3) “or” is not exclusive;

(4) words in the singular include the plural, and in the plural include the singular;

(5) “will” shall be interpreted to express a command;

(6) provisions apply to successive events and transactions;

(7) references to sections of or rules under the Securities Act will be deemed to include substitute, replacement of successor sections or rules adopted by the SEC from time to time;

(8) unless otherwise specified herein, references to any Person shall be to it and any successor in interest thereto and its permitted assigns; and

(9) references to any agreement or instrument means such agreement or instrument as the same may be amended, modified, supplemented, revised or restated in accordance with the terms of the Note Documents or the Financing Documents, as applicable.

ARTICLE 2

THE NOTES

Section 2.01 Form and Dating .

(a) General . The Notes and the Trustee’s certificate of authentication will be substantially in the form of Exhibits A1 and A2 hereto (or the form of Exhibit A1 and A2 to any Supplemental Indenture in the case of Notes issued after the Issue Date). The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note will be dated the date of its authentication. The Notes shall be in denominations of $100,000 and integral multiples of $1,000 in excess thereof.

The terms and provisions contained in the Notes will constitute, and are hereby expressly made, a part of this Indenture and the Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

(b) Global Notes . Notes issued in global form will be substantially in the form of Exhibits A1 or A2 hereto (or the form of Exhibit A1 or A2 to any Supplemental Indenture in the case of Notes issued after the Issue Date) (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form will be substantially in the form of Exhibit A1 hereto (or the form of Exhibit A1 to any Supplemental Indenture in the case of Notes issued after the Issue Date) (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note will represent such of the outstanding Notes as will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes

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represented thereby will be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

(c) Temporary Global Notes. Notes offered and sold in reliance on Regulation S will be issued initially in the form of the Regulation S Temporary Global Note, which will be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for the Depositary, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided. The Restricted Period with respect to any Regulation S Temporary Global Note will be terminated upon the receipt by the Trustee of:

(1) a written certificate from the Depositary, together with copies of certificates from Euroclear and Clearstream, certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of such Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who will take delivery of a beneficial ownership interest in a 144A Global Note bearing a Private Placement Legend, all as contemplated by Section 2.06(b) hereof); and

(2) an Officer’s Certificate from the Issuer.

Following the termination of the Restricted Period with respect to any Regulation S Temporary Global Note, beneficial interests in such Regulation S Temporary Global Note will be exchanged for beneficial interests in a Regulation S Permanent Global Note pursuant to the Applicable Procedures. Simultaneously with the authentication of the Regulation S Permanent Global Note related to any issuance of Notes hereunder, the Trustee will cancel the related Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

(d) Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream will be applicable to transfers of beneficial interests in any Regulation S Temporary Global Note and the related Regulation S Permanent Global Note that are held by Participants through Euroclear or Clearstream.

Section 2.02 Execution and Authentication .

At least one Officer must sign the Notes for the Issuer by manual or facsimile signature.

If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note will nevertheless be valid.

A Note will not be valid until authenticated by the manual signature of the Trustee. The signature will be conclusive evidence that the Note has been authenticated under this Indenture.

The Trustee will, upon receipt of a written order of the Issuer signed by two Officers (an “ Authentication Order ”), authenticate Notes for original issue that may be validly issued under this Indenture, including any Additional Notes. The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount of Notes authorized for issuance by the Issuer pursuant to one or more Authentication Orders, except as provided in Section 2.07 hereof.

The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture

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to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Issuer.

Section 2.03 Registrar and Paying Agent .

The Issuer will maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“ Registrar ”) and an office or agency where Notes may be presented for payment (“ Paying Agent ”). The Registrar will keep a register of the Notes and of their transfer and exchange. The Issuer may appoint one or more co-registrars and one or more additional paying agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Issuer may change any Paying Agent or Registrar without notice to any Holder. The Issuer will notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuer fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Issuer or any of its Subsidiaries may act as Paying Agent or Registrar.

The Issuer initially appoints The Depository Trust Company ( “DTC” ) to act as Depositary with respect to the Global Notes.

The Issuer initially appoints the Trustee to act as the Registrar and Paying Agent and to act as Custodian with respect to the Global Notes.

Section 2.04 Paying Agent to Hold Money in Trust .

The Issuer will require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal of, premium on, if any, or interest, if any, on, the Notes, and will notify the Trustee of any default by the Issuer in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a Subsidiary) will have no further liability for the money. If the Issuer or a Subsidiary acts as Paying Agent, it will segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Issuer, the Trustee will serve as Paying Agent for the Notes.

Section 2.05 Holder Lists .

The Trustee will preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders. If the Trustee is not the Registrar, the Issuer will furnish to the Trustee at least seven Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders.

Section 2.06 Transfer and Exchange .

(a) Transfer and Exchange of Global Notes . A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Issuer for Definitive Notes if:

(1) the Issuer delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuer within 90 days after the date of such notice from the Depositary;

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(2) the Issuer in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; provided that in no event shall any Regulation S Temporary Global Note be exchanged by the Issuer for Definitive Notes prior to (A) the expiration of the Restricted Period for such Regulation S Temporary Global Note and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act; or

(3) there has occurred and is continuing a Default or Event of Default with respect to the Notes.

Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except that upon the occurrence of either of the preceding events in (1) or (2) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b) or (c) hereof.

(b) Transfer and Exchange of Beneficial Interests in the Global Notes . The transfer and exchange of beneficial interests in the Global Notes will be effected through the Depositary in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes will be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also will require compliance with either subparagraph (1) or (2) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

(1) Transfer of Beneficial Interests in the Same Global Note . Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however , that prior to the expiration of the Restricted Period for any Regulation S Temporary Global Note, transfers of beneficial interests in such Regulation S Temporary Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(1).

(2) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(1) above, the transferor of such beneficial interest must deliver to the Registrar either:

(A) both:

(i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged; and

(ii) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase; or

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(B) both:

(i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged; and

(ii) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above;

provided that in no event shall Definitive Notes be issued pursuant to (A) or (B) upon the transfer or exchange of beneficial interests in any Regulation S Temporary Global Note prior to (A) the expiration of the Restricted Period with respect to such Regulation S Temporary Global Note and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903 under the Securities Act.

Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof.

(3) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(2) above and the Registrar receives the following:

(A) if the transferee will take delivery in the form of a beneficial interest in a 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; and

(B) if the transferee will take delivery in the form of a beneficial interest in a Regulation S Temporary Global Note or a Regulation S Permanent Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof.

(4) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note . A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(2) above and:

(A) the Registrar receives the following:

(i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or

(ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

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and, in each such case set forth in this subparagraph (A), an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

If any such transfer is effected pursuant to subparagraph (A) above at a time when an Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (A) above. Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.

(1) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon receipt by the Registrar of the following documentation:

(A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;

(B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

(C) if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

(D) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E) if such beneficial interest is being transferred to the Issuer, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(F) if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuer shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(1) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

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(2) Beneficial Interests in Regulation S Temporary Global Note to Definitive Notes. Notwithstanding Sections 2.06(c)(1)(A) and (C) hereof, a beneficial interest in a Regulation S Temporary Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to (A) the expiration of the Restricted Period with respect to such Regulation S Temporary Global Note and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act, except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.

(3) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if:

(A) the Registrar receives the following:

(i) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or

(ii) if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (A), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(4) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.06(b)(2) hereof, the Trustee will cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuer will execute and the Trustee will authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(4) will be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest requests through instructions to the Registrar from or through the Depositary and the Participant or Indirect Participant. The Trustee will deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(4) will not bear the Private Placement Legend.

(d) Transfer and Exchange of Definitive Notes for Beneficial Interests .

(1) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

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(A) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;

(B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

(C) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

(D) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E) if such Restricted Definitive Note is being transferred to the Issuer, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(F) if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee will cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global Note, in the case of clause (B) above, the appropriate 144A Global Note, in the case of clause (C) above, the appropriate Regulation S Global Note.

(2) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if:

(A) the Registrar receives the following:

(i) if the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or

(ii) if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the appropriate Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(2), the Trustee will cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the appropriate Unrestricted Global Note.

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(3) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee will cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of the appropriate Unrestricted Global Note.

If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraphs (2) or (3) above at a time when an Unrestricted Global Note has not yet been issued, the Issuer will issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee will authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.

(e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar will register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder must present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder must provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e).

(1) Restricted Definitive Notes to Restricted Definitive Notes . Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:

(A) if the transfer will be made pursuant to Rule 144A, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(B) if the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and

(C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, required by item (3) thereof, if applicable, and such other certification and/or Opinion of Counsel as the Registrar may reasonably request.

(2) Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if:

(A) the Registrar receives the following:

(i) if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or

(ii) if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

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(3) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.

(f) [Reserved].

(g) Legends. The following legends will appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture.

(1) Private Placement Legend.

(A) Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form:

“THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE ISSUER THAT (A) SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1)(a) INSIDE THE UNITED STATES TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, (b) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (c) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF APPLICABLE) OR (d) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER IF THE ISSUER SO REQUESTS), (2) TO THE ISSUER OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET FORTH IN CLAUSE (A) ABOVE. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE SECURITY EVIDENCED HEREBY.”

(B) Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraphs (b)(4), (c)(3), (c)(4), (d)(2), (d)(3), (e)(2) or (e)(3) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) will not bear the Private Placement Legend.

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(2) Global Note Legend . Each Global Note will bear a legend in substantially the following form:

“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE ISSUER.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT 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. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”

(3) Regulation S Temporary Global Note Legend. Each Regulation S Temporary Global Note will bear a Legend in substantially the following form:

“THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST HEREON.

THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT.”

(h) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note will be returned to or retained and canceled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note will be reduced accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of

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a beneficial interest in another Global Note, such other Global Note will be increased accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

(i) General Provisions Relating to Transfers and Exchanges .

(1) To permit registrations of transfers and exchanges, the Issuer will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.

(2) No service charge will be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 3.10, 3.11, 4.15, 4.40, 4.41, 4.42, 4.43, 4.44 and 9.05 hereof).

(3) The Registrar will not be required to register the transfer of or exchange of any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

(4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

(5) Neither the Registrar nor the Issuer will be required:

(A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection;

(B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or

(C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.

(6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuer may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuer shall be affected by notice to the contrary.

(7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof.

(8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile or email.

Section 2.07 Replacement Notes .

If any mutilated Note is surrendered to the Trustee or the Issuer and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Issuer will issue and the Trustee, upon receipt of an Authentication Order, will authenticate a replacement Note if the Trustee’s requirements are met. If required by

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the Trustee or the Issuer, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Issuer may charge for its expenses in replacing a Note.

Every replacement Note is an additional obligation of the Issuer and will be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

Section 2.08 Outstanding Notes .

The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Note.

If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser.

If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

If the Paying Agent (other than the Issuer, a Subsidiary or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, then on and after that date such Notes will be deemed to be no longer outstanding and will cease to accrue interest.

Section 2.09 Treasury Notes .

In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Issuer, or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer, will be considered as though not outstanding, except that for the purposes of determining whether the Trustee will be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee knows are so owned will be so disregarded.

Section 2.10 Temporary Notes .

Until certificates representing Notes are ready for delivery, the Issuer may prepare and the Trustee, upon receipt of an Authentication Order, will authenticate temporary Notes. Temporary Notes will be substantially in the form of certificated Notes but may have variations that the Issuer considers appropriate for temporary Notes and as may be reasonably acceptable to the Trustee. Without unreasonable delay, the Issuer will prepare and the Trustee will authenticate definitive Notes in exchange for temporary Notes.

Holders of temporary Notes will be entitled to all of the benefits of this Indenture.

Section 2.11 Cancellation .

The Issuer at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent will forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else will cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and will dispose of canceled Notes, in accordance with its customary procedures (subject to the record retention requirement of the Exchange Act). Certification of the destruction of all canceled Notes will be delivered to the Issuer upon the written request of the Issuer. The Issuer may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation.

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Section 2.12 Defaulted Interest .

If the Issuer defaults in a payment of interest on the Notes, it will pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Issuer will notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment. The Issuer will fix or cause to be fixed each such special record date and payment date; provided that no such special record date may be less than 10 days prior to the related payment date for such defaulted interest. At least 15 days before the special record date, the Issuer (or, upon the written request of the Issuer and provision by the Issuer of such notice information, the Trustee in the name and at the expense of the Issuer) will mail or cause to be mailed to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid.

Section 2.13 Additional Notes .

(a) Additional Notes may, upon satisfaction of the conditions set forth in this Section 2.13 and Section 4.09(a)(2), be issued in the amounts and for the purposes permitted herein. All Additional Notes shall (i) be secured by the Collateral as set forth in the Security Documents and (ii) rank pari passu with the Initial Notes in all respects. All Additional Notes shall bear such date or dates, bear such interest rate or rates, have such amortization schedule, and redemption premiums, and be issued at such prices as approved in writing by the Issuer; other than the foregoing the Additional Notes shall have identical terms as the Initial Notes.

(b) Upon (i) satisfaction of the applicable conditions set forth in this Section 2.13 and Section 4.09, (ii) the execution and delivery of an appropriate Supplemental Indenture in compliance with clause (d) of this Section 2.13, (iii) the execution and delivery of appropriate supplements, amendments or modifications to or of the Financing Documents (in respect of which the consent of the Trustee and the Holders shall not be required; provided, however , if such supplements, amendments or modifications change the rights or obligations of the Trustee, as reasonably determined by the Trustee in its sole discretion, the prior written consent of the Trustee shall be required in connection with any such supplements, amendments or modifications) and (iv) receipt by the Trustee of an Officer’s Certificate and Opinion of Counsel from the Issuer confirming that all conditions precedent to the issuance of Additional Notes or incurrence of Permitted Indebtedness, as applicable, set forth in this Indenture have been satisfied or waived, the Issuer shall execute Additional Notes and deliver them to the Trustee, and the Trustee, upon the written request of the Issuer, shall authenticate such Additional Notes and deliver them to the purchasers thereof as may be directed by the Issuer in writing.

(c) Scheduled principal payments of Additional Notes shall be shown on Schedule 1 to Annex A1 and A2 of the Supplemental Indenture pursuant to which such Additional Notes are issued that is separate from the amortization of previously issued Notes, but the right to payment of such principal when due shall rank pari passu with principal payments due on all other Notes.

(d) Prior to the issuance of Additional Notes hereunder, the following shall be established in one or more Supplemental Indentures:

(i) the title of the Additional Notes issued pursuant to such Supplemental Indenture (which shall distinguish the Additional Notes from all other Notes) and the form or forms of such Additional Notes;

(ii) any limit upon the aggregate principal amount of such Additional Notes that may be authenticated and delivered under this Indenture (except for Additional Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes and except for Additional Notes that are deemed never to have been authenticated and delivered hereunder);

(iii) the date or dates on or as of which such Additional Notes shall be dated;

(iv) the date or dates on which the principal of such Additional Notes is payable, the amounts of principal payable on such date or dates and the Regular Record Date for the determination of Holders to whom principal is payable;

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(v) the rate or rates at which such Additional Notes shall bear interest or the method by which such rate or rates shall be determined, the date or dates from which such interest shall accrue, the scheduled payment dates on which such interest shall be payable (which shall correspond to the Scheduled Payment Dates set forth herein) and the Regular Record Date for the determination of Holders to whom interest is payable;

(vi) the redemption premium upon which such Additional Notes may be redeemed, in whole or in part, at the option of the Issuer; and

(vii) any other terms of such Additional Notes (which terms shall not contravene the provisions of this Indenture) including any terms related to the redemption of such Additional Notes; provided that such terms (other than the issue date, issue price, interest rate and amortization schedule) shall be no more favorable to the Holders of such Additional Notes than the corresponding terms contained herein.

Section 2.14 CUSIP Numbers.

The Issuer in issuing the Notes may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuer will promptly notify the Trustee in writing of any change in the “CUSIP” numbers.

Section 2.15 Obligations of the Trustee with respect to the Depositary.

Neither the Trustee nor any Agent shall have any responsibility or obligation to any beneficial owner of an interest in a Global Note, an agent member of, or a participant in, the Depositary or other Person with respect to the accuracy of the records of Depositary or its nominee or of any participant or agent member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any participant, agent member, beneficial owner or other person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such Notes. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Notes shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depositary subject to the applicable rules and procedures of the Depositary. The Trustee and each Agent may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its agent members, participants and any beneficial owners.

Neither the Trustee nor any Agent shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable Law with respect to any transfer of any interest in any Note (including any transfers between or among the Depositary participants, agent members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

ARTICLE 3
REDEMPTION AND PREPAYMENT

Section 3.01 Notices to Trustee .

If the Issuer elects to redeem Notes pursuant to the optional redemption provisions of Section 3.07 hereof, it must furnish to the Trustee, at least 30 days but not more than 60 days before a redemption date, an Officer’s Certificate setting forth:

(1) the clause of this Indenture pursuant to which the redemption shall occur;

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(2) the redemption date;

(3) the principal amount of Notes to be redeemed; and

(4) the redemption price.

Section 3.02 Selection of Notes to Be Redeemed or Purchased .

In the event that less than all of the Notes are to be redeemed at any time, the selection of Notes for redemption will be made (1) by the Trustee (in the case of certificated Notes) and by DTC (in all other cases) and (2) in each case, in compliance with (a) the requirements of the principal securities exchange or market, if any, on which the Notes are listed or (b) if the Notes are not then listed on a securities exchange or market, on a pro rata basis, by lot or by any other method that most nearly approximates a pro rata selection as the Trustee (in the case of certificated Notes) and DTC (in all other cases) shall deem fair and appropriate (subject to the applicable procedures of the Depositary); provided that no Notes of an original principal amount of $100,000 or less may be redeemed in part and Notes of an original principal amount in excess of $100,000 may be redeemed in multiples of $1,000 only.

In the event of partial redemption or purchase by lot, the particular Notes to be redeemed or purchased will be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption or purchase date by the Trustee from the outstanding Notes not previously called for redemption or purchase.

The Trustee will promptly notify the Issuer in writing of the Notes selected for redemption or purchase and, in the case of any Note selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Provisions of this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption or purchase.

Section 3.03 Notice of Redemption .

Subject to the provisions of Section 3.09 hereof, at least 30 days but not more than 60 days before a redemption date, the Issuer will mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture pursuant to Articles 8 or 11 hereof.

The notice will identify the Notes to be redeemed and will state:

(1) the redemption date;

(2) the redemption price;

(3) if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion thereof (which shall not be less than $100,000, as reduced by any scheduled principal payments on such Note) will be issued upon cancellation of the original Note;

(4) the name and address of the Paying Agent;

(5) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(6) that, unless the Issuer defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the redemption date;

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(7) the paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and

(8) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes.

At the Issuer’s request, the Trustee will give the notice of redemption in the Issuer’s name and at its expense; provided, however , that the Issuer has delivered to the Trustee, at least 45 days prior to the redemption date, an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

Section 3.04 Effect of Notice of Redemption .

Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price. Any redemption and notice thereof may not be subject to the satisfaction of any conditions precedent.

Section 3.05 Deposit of Redemption or Purchase Price .

One Business Day prior to the redemption or purchase date, the Issuer will deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price of and accrued interest, if any, on all Notes to be redeemed or purchased on that date. The Trustee or the Paying Agent will promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the redemption or purchase price of and accrued interest, if any, on all Notes to be redeemed or purchased.

If the Issuer complies with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest will cease to accrue on the Notes or the portions of Notes called for redemption or purchase. If a Note is redeemed or purchased on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note was registered at the close of business on such record date. If any Note called for redemption or purchase is not so paid upon surrender for redemption or purchase because of the failure of the Issuer to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.

Section 3.06 Notes Redeemed or Purchased in Part .

Upon surrender of a Note that is redeemed or purchased in part, the Issuer will issue and, upon receipt of an Authentication Order, the Trustee will authenticate for the Holder at the expense of the Issuer a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered. In the event of any redemption or purchase of any Note in part, each remaining scheduled principal payment provided in Schedule 1 to Exhibits A1 and A2 (or Schedule 1 to Exhibits A1 and A2 of any Supplemental Indenture in the case of Notes issued after the Issue Date) shall be reduced on a pro rata basis in respect of Notes issued pursuant to this Section 3.06.

Section 3.07 Optional Redemption .

(a) At any time prior to the Maturity Date, the Issuer will have the right, at its option, to redeem any of the Notes, in whole at any time or in part from time to time prior to their maturity, on at least 30 days’ but not more than 60 days’ notice, as provided in Section 3.03, at a redemption price equal to the greater of (1) 100% of the principal amount of such Notes being redeemed and (2) the sum of the present value of each remaining scheduled payment of principal and interest thereon (exclusive of interest accrued to the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day

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months) at the Treasury Rate plus 50 basis points (the “ Make-Whole Amount ”), plus in each case accrued and unpaid interest, if any, on the principal amount of such Notes being redeemed up to, but not including, the redemption date (subject to the rights of the Holders of record on the relevant record date to receive interest due on the relevant interest payment date).

(b) Except pursuant to Section 3.07(a) hereof and Section 3.10 hereof, the Notes will not be redeemable at the Issuer’s option.

(c) Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.

(d) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Section 3.08 Sinking Fund .

The Issuer is not required to make sinking fund payments with respect to the Notes.

Section 3.09 Mandatory Redemption .

In the event that the Issuer is required to redeem the Notes, in whole or in part, with any Loss Proceeds, Title Event Proceeds, Performance LD Proceeds, Project Contract Termination Proceeds, Accumulated Distribution Amounts or a Capacity Reduction Payment or otherwise (collectively “ Mandatory Redemption Amounts ”) pursuant to Sections 3.10, 3.11, 4.40, 4.41, 4.42, 4.43 or 4.44 hereof (a “ Mandatory Redemption ”), it will follow the procedures specified below.

Promptly upon the transfer of any Mandatory Redemption Amounts to the Note Redemption Account, the Issuer shall, with written notice to the Trustee, set a Redemption Date, which Redemption Date shall be within sixty (60) days following the transfer of monies to the Note Redemption Account in respect of the event giving rise to the Notes being subject to redemption.

If the Redemption Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest, if any, will be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest will be payable to Holders whose Notes are purchased pursuant to such Mandatory Redemption.

If any amount remains in the Note Redemption Account after consummation of such Mandatory Redemption, the Issuer may use those amounts for any purpose not otherwise prohibited by this Indenture and the Issuer shall direct the Depositary to transfer such amount to the Construction Account (prior to the Project Account Funding Date) or the Revenue Account (on or after the Project Account Funding Date) pursuant to the terms of the Depositary Agreement.

Upon the commencement of a Mandatory Redemption, the Issuer will send by first class mail, a notice of redemption to each Holder, with a copy to the Trustee, pursuant to Section 3.03.

On the Redemption Date, the Depositary Agent shall transfer from the Note Redemption Account to the Trustee an amount equal to the purchase price of the Notes to be redeemed pursuant to such Mandatory Redemption. The Trustee, the Depositary or the Paying Agent, as the case may be, will promptly (but in any case not later than five days after the Redemption Date) mail or deliver to each Holder an amount equal to the redemption price of the Notes being redeemed pursuant to such Mandatory Redemption in accordance with the Issuer’s written instructions, and the Issuer will promptly issue a new Note, and the Trustee, upon written request from the Issuer, will authenticate and mail or deliver (or cause to be transferred by book entry) such new Note to such Holder, in a principal amount equal to any unredeemed portion of the Note surrendered.

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Other than as specifically provided in this Section 3.09, any redemption pursuant to this Section 3.09 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Section 3.10 Capacity Reduction .

In the event of: (i) any reduction to the Facility Capacity of a Project as a result of the Capacity Test under the EPC Contract for such Project or (ii) the occurrence, at the Commercial Operation Date for such Project, of any situation that would otherwise require a Mandatory Redemption pursuant to Section 4.42 hereof, the Facility Capacity may be reduced on such date in accordance with the terms of such EPC Contract and the PPA for such Project or as otherwise set forth herein and no breach or default under the Financing Documents or any relevant Major Project Contract shall be deemed to have occurred as a result of such reduction or the events giving rise thereto; provided, that, (a) within 30 days after the effective date of such reduction, the Issuer shall have delivered to the Collateral Agent and the Independent Engineer a certificate setting forth the aggregate principal amount of Notes (“ Adjusted Senior Note Amount ”) that could have been issued if such Notes had originally been issued with respect to the Project(s) at such reduced capacity, provided that the Projected Debt Service Coverage Ratio calculated after giving effect to such Project(s) capacity reduction and the Adjusted Senior Note Amount shall equal or exceed the projected minimum Debt Service Coverage Ratios for each annual period during the projected period covered by the Base Case Projections as set forth in the Base Case Projections (as certified by the Independent Engineer), (b) within 60 days after the Issuer’s delivery of the certificate set forth in clause (a), the Issuer shall have redeemed Notes in the aggregate principal amount, if any, by which the then aggregate outstanding principal amount of Notes exceeds the Adjusted Senior Note Amount (the “ Capacity Reduction Payment ”), at a price equal to par, plus accrued and unpaid interest to the date of such redemption, if any, without premium or penalty, in accordance with the provisions set forth in Section 3.09, (c) the Major Project Contracts otherwise remain in effect with respect to the Project(s) at such reduced capacity, (d) if applicable, all liquidated damages or other payments required to be paid by SunPower Corporation under the EPC Contract(s) in respect of such reduction in capacity have been paid and (e) if applicable, all payments required to be paid by the applicable Project Company under the PPAs have been paid.

Section 3.11 Redemption Upon Foreclosure on the Collateral.

If the maturity of the Notes has been accelerated and if the Collateral Agent (or a designee on its behalf) forecloses or otherwise exercises remedies to acquire or transfer substantially all of the Collateral at any time pursuant to the terms of the Intercreditor Agreement, all proceeds realized in connection therewith shall be applied to redeem the Notes pursuant to Section 3.16 of the Depositary Agreement.

ARTICLE 4
COVENANTS

Section 4.01 Payment of Notes .

The Issuer will duly and punctually pay, or cause to be paid, the principal of or premium, if any, interest, Make-Whole Amounts, if any, and all other amounts due and payable on the Notes in accordance with the terms of the Notes, including the Schedule of Principal Payments set forth on Schedule 1 attached thereto, and this Indenture. Principal, premium, if any, Make-Whole Amounts, if any, and interest, if any, will be considered paid on the date due if the Paying Agent, if other than the Issuer or the Trustee, holds, as of 10:00 a.m. Eastern Time on the due date, money deposited by the Issuer in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest, if any, then due.

The Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 1% per annum higher than the then applicable interest rate on the Notes to the extent lawful; it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest, if any (without regard to any applicable grace period), at the same rate to the extent lawful.

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Section 4.02 Maintenance of Office or Agency .

The Issuer will maintain in the Borough of Manhattan, the City of New York, an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuer fails to maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

The Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however , that no such designation or rescission will in any manner relieve the Issuer of its obligation to maintain an office or agency in the Borough of Manhattan, the City of New York for such purposes. The Issuer will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

The Issuer hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Issuer in accordance with Section 2.03 hereof.

Section 4.03 Financial Information; Reporting Requirements .

(a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Issuer will furnish to the Trustee and, upon their request, furnish or cause the Trustee to furnish to the Holders:

(1) as soon as available and in any event (for any Fiscal Quarter ended prior to the Final Completion Date) within 60 days after the end of each of the first three quarterly accounting periods of the Issuer’s fiscal year and (for any Fiscal Quarter ended on or after the Final Completion Date) within 60 days after the end of each of the first three quarterly accounting periods of the Issuer’s Fiscal Year, consolidated quarterly financial statements of the Issuer and its Subsidiaries, including the unaudited consolidated balance sheet as of the end of such quarterly period, the related unaudited consolidated statements of income for such quarterly period and for the portion of such fiscal year ending on the last day of such period and the related unaudited consolidated changes in member’s equity (deficit) and cash flow for the portion of such Fiscal Year ending on the last day of such period, all in reasonable detail;

(2) as soon as available and in any event within 120 days after the end of each Fiscal Year of the Issuer, audited consolidated financial statements for such Fiscal Year for the Issuer and its Subsidiaries, including therein the consolidated balance sheet as of the end of such Fiscal Year and the related consolidated statements of income, changes in member’s equity (deficit), changes in financial position and cash flows for such year, all in reasonable detail and accompanied by an audit opinion thereon by the Independent Auditors, which opinion shall state that such financial statements present fairly, in all material respects, the consolidated financial position of the Issuer and its Subsidiaries at the end of, and for, such Fiscal Year in accordance with GAAP;

(3) at the time of delivery of the financial statements under clauses (1) and (2) above, an Officer’s Certificate of the Issuer certifying that (i) such financial statements fairly present the consolidated financial condition and results of operations of the Issuer and its Subsidiaries on the dates and for the periods indicated in accordance with GAAP, subject in the case of interim financial statements, to the absence of footnotes and normally recurring year-end adjustments and (ii) no Default or Event of Default under this Indenture and no default or event of default (as such terms are defined in any other Financing Documents or any Major Project Contracts, as applicable) under any other Financing Documents or any Major Project Contract, as applicable, exists or if such event or condition exists, the nature of such event or condition and the corrective actions such Person has taken or proposes to take with respect thereto;

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(4) as soon as available and in any event within 60 days after the end of each Fiscal Quarter that includes all or a portion of the period prior to the Final Completion Date: (i) a construction progress report for each Project for such Fiscal Quarter, (ii) an updated construction schedule and an updated Construction Budget for each Project, reflecting approved changes to the Construction Budget or schedule for each such Project, if any, and (iii) a calculation of the Debt Service Coverage Ratio for the most recently ended four Fiscal Quarters and the Projected Debt Service Coverage Ratio for the next four fiscal quarters, in each case, accompanied by an Officer’s Certificate of the Issuer (and accompanied by a certificate of the Independent Engineer confirming the reasonableness of such calculation) certifying that such documents are accurate and complete in all material respects based upon the Issuer’s good faith reasonable estimates of information contained therein;

(5) as soon as possible and in any event within 60 days after the end of each Fiscal Quarter that includes all or a portion of the period subsequent to the Final Completion Date, an operations report for each Project for such Fiscal Quarter showing operating data for the previous Fiscal Quarter, focusing on availability, electrical production, capacity, delivery, curtailment, expenses, status of scheduled and unscheduled maintenance performed and Capital Expenditures, force majeure events, planned outages and forced outages (and the reason for such forced outages), casualty losses in excess of $10.0 million for any one casualty or loss or an aggregate of $30.0 million in each case in the aggregate for both Projects in any Fiscal Year and material changes to insurance coverages, accompanied by an Officers’ Certificate of the Issuer certifying that such operations report is accurate and complete in all material respects and each such other document is based upon the Issuer’s good faith reasonable estimates of information contained therein;

(6) (i) on or before the date that is 30 days prior to the Block Substantial Completion Date (as defined in the EPC Contracts) of the first Block (as defined in the EPC Contracts) of either Project to achieve Block Substantial Completion (as defined in the EPC Contracts) and thereafter 30 days prior to any Fiscal Year for each Project, (A) a draft updated operating plan for the next four Fiscal Quarters, detailed by month, and (B) a draft updated operating forecast for the next four Fiscal Quarters, and (ii) on or before the date that is 20 days prior to the Block Substantial Completion Date (as defined in the EPC Contracts) of the first Block(as defined in the EPC Contracts) to achieve Block Substantial Completion (as defined in the EPC Contracts) and thereafter 20 days prior to any Fiscal Year for each Project, (A) a final updated operating plan for the next four Fiscal Quarters, detailed by month, and (B) a final updated operating forecast for the next four Fiscal Quarters, in the case of the foregoing clauses (ii)(A) and (ii)(B), accompanied by an Officers’ Certificate of the Issuer (and accompanied by a certificate of the Independent Engineer confirming the reasonableness of such calculation) certifying that such operating plan is accurate and complete in all material respects based upon the Issuer’s good faith reasonable estimates of information contained therein;

(7) promptly upon the Issuer’s receipt of the same, copies of material notices received by the Issuer under the Project Contracts; and

(8) such other information with respect to the condition (financial or otherwise), business, operations, performance, prospects of the Obligors or the Projects as the Trustee or the LC Facility Administrative Agent may from time to time reasonably request.

Delivery of the foregoing reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Obligors’ compliance with any of its covenants hereunder (as to which the Trustee is entitled to conclusively rely upon Officer’s Certificates).

(b) Notices . A Responsible Officer of the Issuer will deliver to the Trustee, promptly after Actual Knowledge thereof by any Obligor, written notice of the occurrence of any Default, Event of Default, breach or default under any Major Project Contract, Change of Control, any Loss Event or any event entitling any Obligor

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or Obligors to receive any Performance LD Proceeds whose cost (or amount, as applicable) is expected to exceed $25.0 million in the aggregate for both Projects, any Title Event, any Event of Taking with respect to all or a material portion of a Project, a Deed of Trust Site or any Real Property, any force majeure event, any material litigation, claim or proceeding or of any event, circumstance, occurrence or condition that has or could reasonably be expected to have a Material Adverse Effect and notice of the breach of any other covenants under this Indenture requiring notice to the Trustee set forth in this Indenture. In addition, the Issuer must promptly (and in any event within five Business Days) upon a Responsible Officer of any Obligor obtaining Actual Knowledge thereof, give notice to the Trustee of:

(1) any fact, event, circumstance, condition or occurrence, including without limitation, any claim, litigation, investigation, administrative or other proceeding affecting any Obligor or either Project, pending (including any environmental claim or proceeding) or, to the best of any Obligor's knowledge, threatened in writing, which has, or could reasonably be expected to have, a Material Adverse Effect or, in the case of any filed claim, filed litigation, formal investigation, administrative or other proceeding which could reasonably be expected, if adversely decided, to have a Material Adverse Effect;

(2) the occurrence of a Default or an Event of Default or any material breach or default under any Project Contract;

(3) [Reserved];

(4) at any time following delivery by the Issuer of an ERISA Notice, within 10 Business Days after becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Issuer proposes to take with respect thereto:

(i) with respect to any Plan, any "reportable event", as defined in Section 4043 of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof;

(ii) the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by any Obligor of a notice from a Multiemployer Plan that such events have, or are reasonably expected to, taken place, or

(iii) any event, transaction or condition that could result in the incurrence of any liability by any Obligor pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Internal Revenue Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of such Obligor pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect; and

(5) the occurrence of any force majeure event under the Project Contracts or with respect to either of the Projects or any material delay or increase in price under the Project Documents, each such notice being in the form of an officers' certificate specifying the nature and period of existence of any such event and what action the Issuer has taken, is taking or proposes to take with respect thereto.

The Issuer shall, after delivering an Officers' Certificate pursuant to this Section 4.03(b), provide further notices as events warrant regarding the impact of the event and the implementation of any proposed cure.

(c) Rule 144A Information . The Issuer shall furnish to Holders, prospective investors, broker-dealers and securities analysts, upon their request, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act.

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Section 4.04 Compliance Certificate .

The Issuer shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officer’s Certificate signed by the principal executive officer, principal accounting officer or principal financial officer of the Issuer stating that a review of the activities of the Issuer during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Obligors have kept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Obligors have kept, observed , performed and fulfilled each and every covenant contained in this Indenture and no Obligor is in Default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default has occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the applicable Obligor is taking or proposes to take with respect thereto) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of, premium on, if any, or interest, if any, on, the Notes is prohibited or if such event has occurred, a description of the event and what action the applicable Obligor is taking or proposes to take with respect thereto.

Section 4.05 Taxes .

Each of the Obligors will pay all material taxes and assessments required to be paid by it, except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders.

Section 4.06 Stay, Extension and Usury Laws .

Each Obligor covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and each Obligor (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law has been enacted.

Section 4.07 Restricted Payments .

(a) The Obligors will not directly or indirectly:

(1) declare or pay any dividend or make any other payment or distribution on account of any Obligor’s Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving an Obligor) or to the direct or indirect holders of any Obligor’s Equity Interests in their capacity as such (other than dividends, payments or distributions (x) payable in Equity Interests (other than Disqualified Stock) of an Obligor or (y) to an Obligor);

(2) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving an Obligor) any Equity Interests of an Obligor held by any Person (other than any Obligor);

(3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of an Obligor that is by its terms contractually subordinated to the Notes and to the Guarantees, except a payment (x) of interest or principal at the Stated Maturity thereof (y) with respect to any Indebtedness between Obligors permitted to be incurred by Section 4.09(a)(10); or

(4) make any Restricted Investment

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(all such payments and other actions set forth in these clauses (1) through (4) above being collectively referred to as “ Restricted Payments ”), unless, after giving effect to such Restricted Payment, each of the Distribution Conditions described below have been satisfied as of the Quarterly Date immediately preceding the date of such Restricted Payment and after giving pro forma effect to such Restricted Payment, provided that, a Restricted Investment which is a Capital Expenditure permitted under Section 4.30 hereof and which is incurred before the Project Completion Date, shall not constitute a “Restricted Payment”.

The Issuer may transfer monies from the Distribution Suspense Account for any use permitted by this Indenture including making Restricted Payments permitted by this Section 4.07 on or within 30 days following any Quarterly Date if, as of such Quarterly Date, the following conditions (such conditions, the “ Distribution Conditions ”) have been satisfied:

(a) the Project Completion Date has occurred;

(b) such Restricted Payment is made only from funds remaining on deposit in the Distribution Suspense Account;

(c) no Default or Event of Default has occurred and is continuing or would occur and be continuing as a consequence of such Restricted Payment;

(d) all amounts required to be on deposit in each of the Accounts are on deposit therein;

(e) the Debt Service Coverage Ratio for the preceding four fiscal quarters based on actual historical figures, measured as of the relevant Quarterly Date, is at least 1.20 to 1.00; provided, however , for purposes of the first four Quarterly Dates after the Project Completion Date, both the numerator and the denominator of the Debt Service Coverage Ratio as of each such Quarterly Date shall be calculated on a pro rated basis from the first day after the Project Completion Date through the applicable Quarterly Date;

(f) the Projected Debt Service Coverage Ratio for the ensuing four Fiscal Quarter period is at least 1.20 to 1.00;

(g) no other Restricted Payment has been made during the then-current Fiscal Quarter;

(h) there is no outstanding principal or interest on any LC Loans (whether or not matured) or unreimbursed LC Disbursements; and

(i) the Issuer shall have delivered to the Trustee (without written objection from it, which objection may only be delivered on the basis that such distribution is in violation of the Depositary Agreement), at least seven Business Days (but not more than 30 Business Days) prior to the date of the proposed Restricted Payment (the “ Restricted Payment Date ”), an Officer’s Certificate of the Issuer dated within 30 days of the Restricted Payment Date:

(1) to the effect that all conditions for a Restricted Payment on the upcoming Restricted Payment Date have been satisfied; and

(2) setting out in reasonable detail the calculations for computing the Debt Service Coverage Ratios for the relevant periods and stating that such calculations were prepared in good faith and were based on reasonable assumptions.

If the Issuer fails to meet the historical Debt Service Coverage Ratio described in clause (e) of the definition of Distribution Conditions, the Issuer may use any funds in the Distribution Suspense Account to fund Capital Expenditures in respect of the Projects and other Project Costs (including any reasonable costs required to remove Liens or settle claims and litigation that would constitute Project Costs, but without regard to whether such costs are customary and excluding any Project Costs set forth in clause (7)(b) of the definition thereof) while such

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failure to meet such historical Debt Service Coverage Ratio continues. In addition, the Issuer may use funds on deposit in the Distribution Suspense Account to fund any Project Costs to their required levels.

The foregoing provision will not prohibit (a) the purchase, redemption, defeasance or other acquisition or retirement for value (collectively, a “redemption”) of any Indebtedness of any Obligor that is by its terms contractually subordinate to the Notes within 60 days after the notice of such redemption was given if, at the date of such notice such redemption would have complied with the provisions of this Indenture, (b) the repayments or reimbursements to the Sponsor of capital it has contributed to any Obligor pursuant to a Bridge ECA or the Equity Contribution Agreement if such repayment or reimbursement of capital is paid from the proceeds of any offering of Notes, (c) payments pursuant to the Services Agreement, (d) reimbursement from the Operating Account or the Loss Proceeds Account, as applicable, in respect of payment on a dollar-for-dollar basis of Loss Proceeds to reimburse an advance by the Sponsor or any of its Affiliates made for purposes of undertaking restoration actions in respect of a Loss Event prior to the applicable Obligor’s receipt of Loss Proceeds in connection with such Loss Event; (e) payments permitted under Sections 3.1(d)(viii), 3.6(c)(ii), 3.7(c)(ii) and 3.9(b)(i) of the Depositary Agreement; and (f) any dividend or distribution of Non-Project Land contemplated in clause (i) of the definition of Permitted Real Estate Transactions.

For the avoidance of doubt, the Obligors will not be prohibited from receiving contributions of equity from time to time, provided that the return of such equity, including any equity contributed prior to the Issue Date, will, other than with the proceeds of any Notes, be subject to this Section 4.07.

Section 4.08 Use of Note Proceeds; Letters of Credit .

The Obligors will use the net proceeds from the sale of the Series A Notes to fund the Construction Account and pay Project Costs. The Obligors will use the Proceeds of any Additional Notes to reimburse the Sponsor and to pay Project Costs. Letters of Credit issued under the LC Facility will be used to (a) provide security under the PPAs and the LGIAs, (b) fund the Debt Service Reserve Requirement and the O&M Reserve Requirement and (c) provide security for the Obligors’ remediation and mitigation liabilities.

Section 4.09 Incurrence of Indebtedness and Issuance of Preferred Stock .

(a) None of the Obligors will, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “ incur ”) any Indebtedness, and none of the Obligors will issue any Disqualified Stock.

The first paragraph of this covenant will not prohibit the incurrence of any of the following items of Indebtedness (collectively, “ Permitted Indebtedness ”):

(1) the incurrence by the Issuer of Indebtedness evidenced by Letters of Credit (and the related guarantees thereof by the Guarantors) under the LC Facility and/or comprising one or more Alternative LCs in an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Obligors thereunder) not to exceed $335.0 million at any time outstanding;

(2) the incurrence by the Issuer of Indebtedness represented by the Initial Notes (and the related Guarantees by the Guarantors) to be issued on the Issue Date and any Additional Notes (including Guarantees thereof by the Guarantors) subsequently issued under this Indenture; provided that no issuance of Additional Notes shall be permitted unless (i) the projected Debt Service Coverage Ratio for each annual period will be at least 1.40 to 1.00 (calculated using one year P90 production assumptions); (ii) there shall be no Default or Event of Default existing at such time under this Indenture or default or event of default existing at such time under the LC Facility; (iii) the date for Facility Substantial Completion of each of the Projects is projected to occur on or before October 1, 2016 (as confirmed by the Independent Engineer); (iv) the Independent Engineer shall have confirmed the projections specified in clause (i) after

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giving effect to the issuance of such Additional Notes; and (v) each Rating Agency that is then rating the Series A Notes shall have affirmed its initial rating of the Series A Notes;

(3) the incurrence by any Obligor of Indebtedness represented by mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation or improvement of property, plant or equipment used in the business of the Obligors in the ordinary course and in an amount not to exceed $5.0 million at any time outstanding;

(4) the incurrence by any Obligor of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be incurred under clauses (1), (2), (3), (4) or (9) of this Section 4.09;

(5) the incurrence by any Obligor of Indebtedness in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, performance and surety bonds in the ordinary course of business;

(6) the incurrence by any Obligor of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within five Business Days;

(7) the incurrence by any Obligor of contingent obligations arising from indemnities provided under the Financing Documents and the Project Contracts;

(8) the incurrence by any Obligor of Indebtedness arising from netting services, overdraft protection, cash management obligations and otherwise in connection with deposit, securities and commodities accounts in the ordinary course of business;

(9) the incurrence by any Obligor of Unsecured Indebtedness in an aggregate amount at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (9), not to exceed $10.0 million;

(10) the incurrence of Indebtedness by any Obligor to any other Obligor; and

(11) the guarantee by an Obligor of Indebtedness of any other Obligor which Indebtedness is Permitted Indebtedness; provided, that if the Permitted Indebtedness that is being guaranteed is unsecured and/or subordinated in right of payment to the Notes, the guarantee shall also be unsecured and/or subordinated in right of payment to the Notes.

(b) For purposes of determining compliance with this Section 4.09, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (1) through (11) above, or is entitled to be incurred pursuant to the first paragraph of this Section 4.09, the Issuer will be permitted to classify such item of Indebtedness on the date of its incurrence in any manner that complies with this Section 4.09. Indebtedness under the LC Facility outstanding on the date on which Notes are first issued and authenticated under this Indenture will initially be deemed to have been incurred on such date in reliance on the exception provided by clause (1) of the definition of Permitted Indebtedness. All Indebtedness shall be denominated in U.S. dollars.

(1) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount;

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(2) the principal amount of the Indebtedness, in the case of any other Indebtedness; and

(3) in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of:

(A) the Fair Market Value of such assets at the date of determination; and

(B) the amount of the Indebtedness of the other Person.

Section 4.10 Leases .

The Obligors shall not enter into any agreement or arrangement to lease the use of any Property or equipment of any kind (including by sale-leaseback, operating leases, capital leases or otherwise).

Section 4.11 Limitations on Transactions with Affiliates .

(a) None of the Obligors shall engage in any transactions with Affiliates except:

(1) on terms which are no less favorable to such Obligor than it would obtain in an arm’s-length transaction with a Person that is not an Affiliate of such Obligor;

(2) reasonable fees and compensation paid to and indemnities provided for or on behalf of officers, directors, employees or consultants of such Obligor;

(3) the payment of Restricted Payments permitted under this Indenture;

(4) the Services Agreement and any amendments, supplements or other modifications thereto, provided that any such amendment, supplement or modification is not materially less favorable to such Obligor than the Services Agreement as in effect on the Issue Date;

(5) a loan by the Issuer to the Sponsor that is made in compliance with the conditions to the making of such loan pursuant to Section 3.1(c) of the Depositary Agreement.

(6) transactions between or among the Obligors;

(7) the repayment or reimbursement of Project Costs contemplated in paragraph (7) of the definition of such term;

(8) the Solar Star 3 Shared Facilities Agreement; and

(9) the Permitted Real Estate Transactions.

Section 4.12 Limitation on Liens .

None of the Obligors will, directly or indirectly, create, incur, assume or suffer to exist any Lien of any kind securing Indebtedness or trade payables on any asset now owned or hereafter acquired, except Permitted Liens.

Section 4.13 Conduct of Business; Maintenance of Properties, Etc.

Each of the Project Companies shall operate, manage and maintain (or cause to be operated, managed and maintained) the Projects in conformity with their obligations under the Major Project Contracts and all Permits, and insurance policies in accordance with Prudent Operating Practices, except where the failure to so operate, manage and maintain the Projects would not reasonably be expected to result in a Material Adverse Effect.

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Section 4.14 Maintenance of Existence .

Except to the extent permitted by Section 4.27 hereof, each of the Obligors will maintain its respective existence and obtain and maintain, or cause to be obtained or maintained, as the case may be, as and when needed, all material franchises, permits, rights, privileges, licenses or government permissions necessary for the development, construction and operation of the Projects and conduct of its business, except where any failure would not reasonably be expected to have a Material Adverse Effect.

Section 4.15 Change of Control; Offer to Repurchase Upon Change of Control .

(a) The Issuer shall not permit any Change of Control prior to the Project Completion Date.

(b) Upon the occurrence of a Change of Control, each Holder will have the right to require the Issuer to repurchase all or a portion (equal to $100,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of such Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment” ) (subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date). Within ten (10) days following the date upon which a Change of Control has occurred, the Issuer will send, by first-class mail, a notice (the “ Change of Control Offer ”) to each Holder, with a copy to the Trustee, describing the transaction or transactions that constitute the Change of Control and stating:

(1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes tendered will be accepted for payment;

(2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date” );

(3) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer must accept and not thereafter withdraw, such offer by delivering written notice of acceptance to the Trustee within 30 days following the date of the Change of Control Offer (the “ Offer Period ”), it being understood that each Holder shall have the right to accept such Change of Control Offer prior to the expiration of the applicable Offer Period;

(4) that any Note not tendered will continue to accrue interest;

(5) that, unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;

(6) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

(7) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and

(8) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered.

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The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change in Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.15, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance.

(1) accept for payment all Notes or portions of Notes properly tendered and not withdrawn pursuant to the terms of the Change of Control Offer;

(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions thereof tendered in accordance with the procedures described in clause (b) of this Section 4.15; and

(3) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer.

The Paying Agent will promptly mail (but in any case not later than five days after the Change of Control Payment Date) to each Holder that properly tendered Notes the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any. The Issuer will publicly announce the results of the Change of Control Offer on or as soon practicable after the Change of Control Payment Date.

(d) Notwithstanding anything to the contrary in this Section 4.15, the Issuer will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.15 and purchases all Notes properly tendered and not withdrawn under the Change of Control Offer, or (2) notice of redemption has been given pursuant to Section 3.07 hereof, unless and until there is a default in payment of the applicable redemption price.

(e) Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.

Section 4.16 Separate Existence .

Each Obligor shall (a) maintain entity records and books of account separate from those of any other entity which is its Affiliate (other than any other Obligor), (b) not commingle its funds or assets with those of any other entity which is its Affiliate (other than any other Obligor), and (c) provide that its Board of Managers or other analogous governing body will hold all appropriate meetings to authorize and approve its actions, which meetings will be separate from those of other entities.

Section 4.17 Maintenance of Books and Records, Inspection .

Each of the Obligors will maintain its books, accounts and records in accordance with GAAP. The Obligors will provide the Trustee and the Independent Engineer with reasonable inspection rights with respect to the Projects and its books and records. Each of the Obligors shall keep books of accounts or records concerning its accounts, contract rights and proceeds at its offices identified in Section 12.02 hereof (as the address may be changed from time to time in accordance with this Indenture).

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Section 4.18 Annual Operating Budget .

As soon as available and in any event within 30 days prior to the end of its Fiscal Year, the Issuer shall deliver to the Trustee a copy of the Annual Operating Budget for the immediately succeeding Fiscal Year and the Obligors shall use commercially reasonable efforts to comply with such Annual Operating Budget.

Section 4.19 Insurance .

Each of the Obligors will purchase or provide (or cause to be purchased or provided) and maintain, with responsible and financially sound insurance carriers, customary insurance coverage for the Projects in accordance with Prudent Operating Practices.

All insurance must be placed with insurance companies rated “A VIII” or better by A.M. Best’s Insurance Guide and Key Ratings (or equivalent rating by another nationally recognized insurance rating agency of similar standing if A.M. Best’s Insurance Guide and Key Ratings is no longer published). Each of the Project Companies must carry and maintain the following insurance coverages: (A) during construction of the Projects, (i) commercial general liability for third party bodily injury or death and property damage (with a per occurrence limit of not less than $1.0 million resulting from any one occurrence and a $2.0 million aggregate limit for premises, operations and products or completed operations), (ii) automobile liability, (iii) workers’ compensation and employers’ liability insurance, (iv) excess liability insurance of not less than $30.0 million resulting from any one occurrence and in the aggregate applying excess of (A)(i), (ii) and (iii) employers’ liability and (v) builder’s risk insurance on an “all risks basis” (subject to normal and customary exclusions) covering all the Projects’ assets and equipment and materials that are scheduled to go into such Projects (including transmission lines within the boundaries of the Projects site), including earthquake and flood insurance on a sub-limited aggregate basis and delay in start up insurance, written on industry standard builder’s all risk policy form; and (B) post-construction of each Project, in addition to those coverages listed in (A)(i) through (A)(iv) above, (i) from and after each block turnover and at the substantial completion of such Projects, “all risk” (subject to normal and customary exclusions) property insurance covering all such Projects’ assets and machinery and equipment and any property for which such Projects has responsibility to insure, valued on a replacement cost basis and acceptable loss limit with no deduction for depreciation or coinsurance penalty basis, including earthquake and flood insurance on a sub-limited aggregate basis and business interruption insurance. The Obligors will not be required to maintain any such insurance to the extent it is not available on commercially reasonable terms in the commercial insurance market.

Section 4.20 Perfection and Maintenance of Security Interests .

Each of the Obligors shall at its expense, prepare, give, execute, deliver, file and/or record any notice, financing statement, continuation statement, public deed, instrument or agreement necessary to maintain, preserve, continue, perfect or validate a first priority security interest granted under the Security Documents or pursuant to the Security Documents for the benefit of the Holders with respect to such security interest, subject to Permitted Liens. Each of the Obligors shall, at its expense, furnish the Trustee and Collateral Agent, no later than 120 days following each 4th anniversary of the Issue Date, with an Officer’s Certificate specifying the action taken or required to be taken by it to comply with the requirements of this Section 4.20 since the Issue Date or the last such Officer’s Certificate, or stating that no such action is necessary.

Section 4.21 Maintenance of Priority of the Notes .

The Issuer shall ensure that (i) its payment obligations with respect to the Notes and (ii) the Guarantors’ obligations with respect to the Guarantees will constitute their respective direct, unconditional and general senior secured obligations and will rank pari passu with all other Senior Debt of the Obligors and senior in priority of payment, in right of security and in all other respects over all other Indebtedness of the Obligors, with the exception of Permitted Indebtedness, which shall rank pari passu or subordinate in priority of payment and in right of security to such payment obligations.

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Section 4.22 Maintenance of Rights in Project Property .

Each of the Obligors shall preserve and maintain good and valid title or valid leasehold rights to all properties and assets of such Obligor related to the Project or Projects, as applicable (subject to no Liens other than Permitted Liens), unless failure to maintain or preserve such title or rights would not reasonably be expected to result in a Material Adverse Effect.

Section 4.23 Compliance with Laws and Agreements; Maintenance of Permits .

Each of the Obligors will (i) comply with all applicable laws and regulations (including any environmental laws) of any Governmental Authority having jurisdiction over such Obligor or its business and the operation of the Project or Projects, as applicable and Prudent Operating Practices applicable to such Obligor’s business and operation of the Project or Projects, as applicable and (ii) obtain and maintain in full force and effect all material permits and rights, except, in each case of clause (i) or (ii), where the failure to comply would not reasonably be expected to result in a Material Adverse Effect.

Section 4.24 Limitation on Nature of Business .

None of the Obligors shall engage in or enter into any business other than the development, construction, financing, ownership, operation, maintenance and administration of the Projects and ancillary activities related thereto.

Section 4.25 Limitation on Termination or Amendments to Major Project Contracts .

None of the Obligors will cause or consent to or permit, any amendment, modification, extension, termination, cancellation, assignment, replacement, variance or waiver of timely compliance with any terms or conditions of any Major Project Contract; provided, however, that the Obligors may cause, consent to or permit such an amendment, modification, extension, assignment, variance or waiver if (a) such amendment, modification, extension, assignment, variance or waiver is entered into on commercially reasonable, arm’s length terms based on then-current market standards and otherwise would not result in a Material Adverse Effect; (b) in the case of any material amendment or material modification of the PPAs that adversely affects Project Revenues by more than $1.0 million annually in the aggregate with respect to both Projects, when aggregated with all previous amendments or modifications in such calendar year, or $5.0 million in the aggregate with respect to both Projects, when aggregated with all previous amendments or modifications prior to the Maturity Date of the Notes, the Issuer delivers evidence of a Ratings Reaffirmation (after giving effect to any required Mandatory Redemption); and (c) with respect to a termination, such Major Project Contract is replaced with a Replacement Project Contract. After the execution and delivery of any material amendment, modification, extension, assignment, variance or waiver of timely compliance of any terms or conditions of any Major Project Contract, the Issuer shall (A) promptly furnish the Trustee, the LC Facility Administrative Agent and the Collateral Agent with certified copies of such new Major Project Contracts and (B) within 90 days furnish, any ancillary contract documents applicable to such material amendment, modification, extension, termination, variance or waiver of timely compliance. Notwithstanding the foregoing, this paragraph shall not apply to or otherwise restrict or prohibit any amendments to either of the LGIAs associated with or in connection with the implementation of (x) downsizing of either or both Projects pursuant to existing applications submitted to and accepted by the CAISO under the CAISO’s one-time downsizing process as established by the rules and requirements in Appendix GG and Appendix HH to the CAISO Tariff or (y) downsizing of either or both Projects at any time until, with respect to a Project, the date of Commercial Operation of such Project, pursuant to the CAISO 5% safe harbor downsizing provisions established in Appendix CC and Appendix HH to the CAISO Tariff.

None of the Obligors will enter into any change order under any EPC Contracts for a Project (except as contemplated in such Construction Budget and project schedule for such Project as a separate line item) or amend or modify the Construction Budget for such Project and project schedule for such Project in any material respect, in each case to reallocate any portion of any line item of the Construction Budget and such project schedule or use the contingency line item in such Construction Budget and project schedule to pay for Project Costs for such

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Project without the prior consent of the relevant Lenders under the LC Facility (in consultation with the Independent Engineer), except to (1) reallocate or use up to 50% of the contingency line item to pay for such change orders or otherwise pay other Project Costs or (2) apply cost savings from any line of such Construction Budget and project schedule (which cost savings have been confirmed by the Independent Engineer) to the contingency line item of such Construction Budget and schedule. The Obligors may also amend the Construction Budget and project schedule (and the Annual Operating Budget) in order to accelerate any block turnover under each EPC Contract provided such acceleration would not result in any material reduction in the projected Debt Service Coverage Ratio for each annual period from those set forth in the Base Case Projections (as certified by the Independent Engineer); provided that the Commercial Operation Date of the relevant Project or Projects will be no earlier than July 1, 2015.

Notwithstanding anything to the contrary in the immediately preceding paragraph or any other provisions of the applicable Major Project Contracts, none of the Obligors will extend the scheduled date of final completion for a Project beyond the latest Commercial Operation Deadline under the applicable PPA or agree to any change order otherwise permitted under the immediately preceding paragraph that represents a material change in (i) Guaranteed Facility Substantial Completion Date under the EPC Contracts (other than an acceleration thereof as contemplated by and in accordance with the preceding paragraph) or (ii) any liquidated damages payable under the EPC Contracts, in each case without the consent of the relevant Lenders under the LC Facility (in consultation with the Independent Engineer).

Section 4.26 Organizational Documents .

Each Obligor will comply with and none of the Obligors will amend or modify any of their respective organizational documents, including the separateness provisions thereof, or permit or suffer to exist any amendment or modification of any of their respective organizational documents if any such amendment or modification materially and adversely affects any material rights or remedies of any of the parties under any Major Project Contract or Security Document.

Section 4.27 Fundamental Changes; Asset Dispositions and Acquisitions .

The Obligors shall not (in one transaction or a series of transactions) merge into or consolidate with, or acquire all or any substantial part of the assets or any class of stock or other ownership interests of, any other Person or sell, transfer or otherwise dispose of all or substantially all of its assets to any other Person.

The Obligors shall not purchase or acquire any assets other than: (i) the purchase of assets reasonably required for the development of the Projects as contemplated by each of the Construction Budgets; (ii) the purchase of assets in the ordinary course of business as reasonably required in connection with the operation and maintenance of the Project, including maintenance Capital Expenditures; (iii) Capital Expenditures funded solely from voluntary equity contributions to the Obligors; (iv) purchase of assets reasonably required by applicable law; and (v) Permitted Investments.

The Obligors shall not sell, transfer, convey, lease or otherwise dispose of any assets material to the operation of the Projects other than (x) Permitted Asset Sales, (y) any such sale, transfer, lease or other disposal to another Obligor (subject to the maintenance of any required security interest in favor of the Secured Parties in any assets that constitute Collateral) or (z) pursuant to the Solar Star 3 Shared Facilities Agreement.

The Issuer shall not and shall not permit any of the other Obligors to transfer or otherwise dispose of any equity interest of any Project Owner or Project Company other than to another Obligor.

Section 4.28 Hedging Agreements .

None of the Obligors shall enter into any hedging agreements, foreign currency trading or other speculative transactions.

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Section 4.29 Investments in Other Persons .

None of the Obligors shall make any investments of funds (whether by purchase of stocks, bonds, notes or other securities, loan, extension of credit, advance or otherwise) other than:

(a) Permitted Investments;

(b) Capital Expenditures permitted under Section 4.30 hereof;

(c) investments consisting of extensions of credit in the nature of deposits, prepayments, accounts receivable, notes receivable or other similar accounts arising from the grant of trade credit in the ordinary course of business;

(d) investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and other credits to suppliers in the ordinary course of business;

(e) investments in the ordinary course of business consisting of UCC Article 3 endorsements for collection or deposit and UCC Article 4 customary trade arrangements with customers consistent with past practices;

(f) a loan by the Issuer to the Sponsor that is made in compliance with the conditions to the making of such loan pursuant to Section 3.1(c) of the Depositary Agreement; and

(g) Investments in any Obligor.

Section 4.30 Capital Expenditures .

None of the Obligors shall make any Capital Expenditures other than:

(a) Required Capital Expenditures;

(b) Emergency Capital Expenditures;

(d) the Obligors will also have the right to make, or cause to be made, any modification, alteration, addition or improvement to the Projects that the Issuer considers necessary or desirable in the proper conduct of the business of the Obligors, without expense to or the consent of the Trustee, the LC Facility Administrative Agent or the Collateral Agent, referred to herein as “ Discretionary Capital Expenditures ,” which shall not be permitted if such Discretionary Capital Expenditure (i) will decrease by more than a de minimis amount the then current value, residual value, utility (other than with respect to Discretionary Capital Expenditures for pollution control equipment) or remaining useful life of either Project immediately prior to such Discretionary Capital Expenditure, (ii) will cause either Project to become “limited use property” or (iii) could reasonably be expected to have a Material Adverse Effect. In addition, such Discretionary Capital Expenditure shall only be permitted if:

(1) clauses (a), (c), (d), (e), (f), (h) and (i) of the Distribution Conditions are satisfied, applied as if such Discretionary Capital Expenditure were a Restricted Payment;

(2) the funds applied to such Discretionary Capital Expenditure are available from the funds remaining on deposit in the Revenue Account;

(3) the Issuer provides to the Trustee, the LC Facility Administrative Agent and the Collateral Agent a confirmation from the Independent Engineer that such Discretionary Capital Expenditure is not

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reasonably expected to materially reduce or impair the solar resources available to the Project Companies for the purpose of satisfying their respective obligations of the PPAs; and

(4) each Obligor shall have received all applicable consents and approvals from any Governmental Authority having jurisdiction.

Section 4.31 Subsidiaries .

The Issuer shall not create or suffer to exist any Subsidiaries other than the Project Companies and the Project Purchasers. The Issuer shall at all times directly or indirectly hold 100% of the Equity Interests of the Project Companies and the Project Companies shall at all times own their respective Projects. The Project Purchasers shall not create or suffer to exist any subsidiaries other than the Project Companies. The Project Companies shall not create or suffer to exist any subsidiaries.

Section 4.32 Accounts .

None of the Obligors shall open and/or maintain any bank, brokerage or other account other than the Accounts and Local Accounts, except as permitted under this Indenture, provided such accounts are maintained with the Collateral Agent. Each Obligor will take all actions as may be necessary to cause all revenues received by such Obligor from the Projects (i) to be deposited in the Accounts as and to the extent required in the Depositary Agreement and this Indenture and (ii) to otherwise be applied in the manner specified by the Depositary Agreement and this Indenture.

Section 4.33 Performance of Major Project Contracts .

Each of the Obligors will perform and observe the covenants and obligations under each Major Project Contract and other Project Contract to which it is a party and diligently exercise and enforce all of such Obligor’s rights and remedies under each such Major Project Contract and other Project Contract, except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect.

Section 4.34 Exercise of Rights .

To the extent commercially reasonable under the circumstances in accordance with Prudent Operating Practices, each of the Obligors will diligently pursue all rights and remedies under any insurance policy or Project Contract to which it is a party with respect to the receipt of Loss Proceeds or other compensation available to each such Obligor upon the occurrence of a Loss Event, including an Event of Taking.

Section 4.35 Consent and Agreement .

On or prior to the Issue Date, the Obligors will give or cause to be given written notice of the security interest in all then existing Major Project Contracts to the other parties thereto, and shall obtain from each such party a Consent. Concurrently with or promptly after entering into any Replacement Project Contract after the Issue Date, the applicable Obligor shall give or cause to be given, and the Issuer shall cause the applicable Project Company to give, written notice to the counterparty thereto of the security interest therein granted under the Security Documents and shall obtain from the counterparty under such Replacement Project Contract, and deliver or cause to be delivered to the Trustee, a Consent.

Section 4.36 Replacement Project Contracts .

None of the Obligors will enter into any Replacement Project Contracts if entering into such document (i) would reasonably be expected to result in a Material Adverse Effect, or (ii) would reasonably be expected to result in the breach of, or conflict with the terms of, any Major Project Contract. In addition, the Obligors shall provide a perfected first priority security interest pursuant to the Security Documents with respect to each such Replacement Project Contract to which it is a party.

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Section 4.37 Rating .

The Issuer shall use commercially reasonable efforts to cause each of the applicable Rating Agencies to continue to provide a rating on the Notes (but not any specific rating).

Section 4.38 Funding of Equity Contributions .

The Issuer shall cause the Sponsor to make Equity Contributions as provided under the Equity Contribution Agreement at such times as required in order for the Issuer to pay Project Costs on or before the date such Project Costs are payable.

Section 4.39 Loss Event .

If any material Loss Event shall occur with respect to all or any part of either Project, the applicable Obligors shall (i) diligently pursue all of their rights to compensation and remedies against all relevant insurers, reinsurers and governmental authorities, as applicable, in respect of such event, (ii) not, without the written consent of the Collateral Agent, which consent shall not be unreasonably withheld, delayed or conditioned, compromise or settle any claim with respect to any Loss Event involving an amount equal to or greater than $25.0 million per claim and (iii) pay or apply all Loss Proceeds stemming from such event in accordance with the Financing Documents.

Section 4.40 Loss Events and Events of Taking .

If:

(1) all or a portion of either Project is destroyed, condemned, seized or expropriated,

(2) the Obligors receive Loss Proceeds from insurance, indemnification, condemnation or otherwise as a result of such event noted above in excess of an amount equal to $15.0 million in the aggregate for both Projects, which amount shall have been deposited into the Loss Proceeds Account pursuant to Section 3.10 of the Depositary Agreement; and

(3) (a) the Issuer does not submit a Reinvestment Certificate within the later of (i) 90 days of the occurrence of such Loss Event and (ii) 60 days after the applicable Obligor(s) receive the applicable Loss Proceeds related to such Loss Event (or promptly upon the Issuer’s determination not to undertake any Restoration Work in connection with such Loss Event), (b) the Issuer fails to submit an acceptable Reinvestment Plan (as approved by the Required Lenders, which approval shall not be unreasonably withheld or delayed, in consultation with the Independent Engineer) within the same time period set forth in clause (a), (c) the applicable Obligor fails to undertake any Restoration Work to the extent required in accordance with the applicable Reinvestment Plan, (d) the applicable Obligor fails to complete such Restoration Work within 270 days following the occurrence of such Loss Event (provided that such period may be extended for an additional 180 days in the event the applicable Obligor(s) are using commercially reasonable efforts to complete such Restoration Work), or (e) upon completion of such Restoration Work, the amount of excess Loss Proceeds not needed for such purpose is greater than $15.0 million in the aggregate for both Projects;

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outstanding LC Facility Obligations and the amount of all fees and expenses, incurred in connection therewith) that may be redeemed or prepaid out of such Loss Proceeds or excess or remaining Loss Proceeds, as the case may be. The redemption price in any such redemption will be equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If the aggregate principal amount of Notes and outstanding LC Facility Obligations exceeds the amount of Loss Proceeds or excess or remaining Loss Proceeds, as the case may be, the Notes and outstanding LC Facility Obligations will be redeemed or prepaid, as the case may be, on a pro rata basis, based on the amounts required to be prepaid or redeemed (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in original principal denominations of $100,000, or an integral multiple of $1,000 in excess thereof, will be redeemed).

If (i) any Loss Proceeds remain after consummation of such prepayment or redemption, (ii) the amount of Loss Proceeds received is $15.0 million or less in the aggregate for both Projects or (iii) the amount of any excess Loss Proceeds remaining after completion of such Restoration Work is $15.0 million or less in the aggregate for both Projects, the Issuer may use those Loss Proceeds for any purpose not otherwise prohibited by this Indenture and the Issuer shall transfer such amounts to the Construction Account (prior to the Project Account Funding Date) or the Revenue Account (on or after the Project Account Funding Date).

Section 4.41 Title Events .

If a Title Event occurs, the applicable Obligor will use Title Event Proceeds to pay or reimburse costs and expenses necessary to remedy the applicable Title Event. Upon the completion of the effort to remedy any Title Event, if the amount of any excess Title Event Proceeds not needed for such purpose is in excess of $25.0 million in the aggregate for both Projects, the Issuer will, within five (5) Business Days following its delivery to the Trustee and the Collateral Agent of an Officer’s Certificate certifying, among other things, the result of the effort to remedy such Title Event, direct in writing (which written direction shall specify the amounts of the following transfers) the Depositary Agent to transfer (x) the Note Pro Rata Share of such excess Title Event Proceeds to the Note Redemption Account and (y) the LC Facility Pro Rata Share (if any) of such excess Title Event Proceeds to the LC Facility Prepayment Account, which amounts shall be used to redeem or prepay the maximum principal amount of the Notes in accordance with the provisions set forth in Section 3.09 hereof and, if required, outstanding LC Facility Obligations (plus all accrued interest on the Notes and outstanding LC Facility Obligations and the amount of all fees and expenses incurred in connection therewith) that may be redeemed or prepaid out of such excess Title Event Proceeds. The redemption price in any such redemption will be equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If the aggregate principal amount of Notes and outstanding LC Facility Obligations exceeds the amount of excess Title Event Proceeds, the Notes and outstanding LC Facility Obligations will be redeemed or prepaid, as the case may be, on a pro rata basis, based on the amounts required to be prepaid or redeemed (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in original principal denominations of $100,000, or an integral multiple of $1,000 in excess thereof, will be redeemed).

If (i) any Title Event Proceeds remain after consummation of such redemption or prepayment or (ii) the amount of any excess Title Event Proceeds is $25.0 million or less in the aggregate for both Projects, the Issuer may use those Title Event Proceeds for any purpose not otherwise prohibited by this Indenture and the Issuer shall transfer such amounts to the Construction Account (prior to the Project Account Funding Date) or the Revenue Account (on or after the Project Account Funding Date).

Section 4.42 Performance Liquidated Damages .

If:

(1) the Obligors receive any Performance LD Proceeds in excess of $25.0 million in the aggregate for both Projects; and

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(2)(a) the Issuer does not submit a Reinvestment Certificate within the 60 days after it receives such Performance LD Proceeds (or promptly upon the Issuer’s determination not to undertake any Performance LD Reinvestment Work with such Performance LD Proceeds), (b) the Issuer fails to submit an acceptable Reinvestment Plan (as approved by the Required Lenders, which approval shall not be unreasonably withheld or delayed, in consultation with the Independent Engineer) within the same time period set forth in clause (a), (c) the applicable Obligor fails to complete such Performance LD Reinvestment Work within 90 days following the receipt of such Performance LD Proceeds (provided that such period may be extended for an additional 60 days if the applicable Obligor(s) are using commercially reasonable efforts to complete such Performance LD Reinvestment Work), or (d) upon completion of any Performance LD Reinvestment Work, the amount of excess Performance LD Proceeds not needed for such purpose is greater than $25.0 million in the aggregate for both Projects;

then, within five (5) Business Days thereof or any other applicable event described in Section 3.11 of the Depositary Agreement pursuant to which Performance LD Proceeds are to be deposited into the Note Redemption Account pursuant to Section 3.11(b)(ii), (iv) or (vi) of the Depositary Agreement, the Issuer will direct in writing (which written direction shall specify the amounts of the following transfers) the Depositary Agent to transfer (x) the Note Pro Rata Share of such Performance LD Proceeds or such excess or remaining Performance LD Proceeds, as applicable, to the Note Redemption Account and (y) the LC Facility Pro Rata Share (if any) of such Performance LD Proceeds or excess or remaining Performance LD Proceeds, as applicable, to the LC Facility Prepayment Account, which amounts shall be used to redeem or prepay the maximum principal amount of Notes in accordance with the provisions set forth in Section 3.09 hereof and, if required, outstanding LC Facility Obligations (plus all accrued interest on the Notes and outstanding LC Facility Obligations and the amount of all fees and expenses incurred in connection therewith) that may be redeemed or prepaid out of such Performance LD Proceeds or excess or remaining Performance LD Proceeds, as the case may be. The redemption price in any such redemption will be equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If the aggregate principal amount of Notes and outstanding LC Facility Obligations exceeds the amount of Performance LD Proceeds or excess or remaining Performance LD Proceeds, as the case may be, the Notes and outstanding LC Facility Obligations will be redeemed or prepaid, as the case may be, on a pro rata basis, based on the amounts required to be prepaid or redeemed (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in original principal denominations of $100,000, or an integral multiple of $1,000 in excess thereof, will be redeemed).

If (i) any Performance LD Proceeds remain after consummation of such prepayment or redemption, (ii) the amount of Performance LD Proceeds received is $25.0 million or less in the aggregate for both Projects or (iii) the amount of excess Performance LD Proceeds remaining upon completion of such Performance LD Reinvestment Work is $25.0 million or less in the aggregate for both Projects, the Issuer may use those Performance LD Proceeds for any purpose not otherwise prohibited by this Indenture and the Issuer may transfer such amounts to the Construction Account (prior to the Project Account Funding Date) or the Revenue Account (on or after the Project Account Funding Date).

Delayed Revenue LD Proceeds (other than Pass-Through Amounts) will be deposited into the Construction Account and shall not be required to be used to redeem the Notes.

Notwithstanding the foregoing, if on the Commercial Operation Date for the later of the Projects to achieve Commercial Operation, the Projects are capable of generating at least 500.00MW of electricity in the aggregate, the Issuer shall not be obligated to make such prepayment or redemption otherwise required pursuant to this Section 4.42 if it instead elects to be subject to the provisions of a Permitted Capacity Reduction, including the mandatory redemption required thereunder.

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Section 4.43 Project Contract Termination .

If:

(1) The Obligors receive any Project Contract Termination Proceeds in excess of $25.0 million in the aggregate for both Projects; and

(2)(a) the Issuer does not submit a Reinvestment Certificate within 60 days after it receives such Project Contract Termination Proceeds (or promptly upon the Issuer’s determination not to undertake any Project Contract Replacement Work with such Project Contract Termination Proceeds) or (b) upon completion of such Project Contract Replacement Work, the amount of excess Project Contract Termination Proceeds not needed for such purposes is greater than $25.0 million in the aggregate for both Projects;

then, within five (5) Business Days thereof or any other applicable event described in Section 3.11 of the Depositary Agreement pursuant to which Project Contract Termination Proceeds are deposited into the Note Redemption Account pursuant to Section 3.11(c)(ii) or (iv) of the Depositary Agreement, the Issuer will direct in writing (which written direction shall specify the amounts of the following transfers) the Depositary Agent to transfer (x) the Note Pro Rata Share of such Project Contract Termination Proceeds or such excess Project Contract Termination Proceeds, as applicable, to the Note Redemption Account and (y) the LC Facility Pro Rata Share (if any) of such Project Contract Termination Proceeds or such excess Project Contract Termination Proceeds, as applicable, to the LC Facility Prepayment Account, which amounts shall be used to redeem or prepay the maximum principal amount of Notes in accordance with the provisions set forth under Section 3.09 hereof and, if required, outstanding LC Facility Obligations (plus all accrued interest on the Notes and outstanding LC Facility Obligations and the amount of all fees and expenses, incurred in connection therewith) that may be prepaid or redeemed out of such Project Contract Termination Proceeds or excess Project Contract Termination Proceeds, as the case may be. The redemption price in any such redemption will be equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If the aggregate principal amount of Notes and outstanding LC Facility Obligations exceeds the amount of Project Contract Termination Proceeds or excess Project Contract Termination Proceeds, as the case may be, the Notes and outstanding LC Facility Obligations will be redeemed or prepaid, as the case may be, on a pro rata basis, based on the amounts required to be prepaid or redeemed (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in original principal denominations of $100,000, or an integral multiple of $1,000 in excess thereof, will be purchased).

If (i) any Project Contract Termination Proceeds remain after consummation of such purchase, prepayment or redemption, (ii) the amount of Project Contract Termination Proceeds received is $25.0 million or less in the aggregate for both Projects or (iii) the amount of excess Project Contract Termination Proceeds remaining upon completion of such Project Contract Replacement Work is $25.0 million or less in the aggregate for both Projects, the Issuer may use those Project Contract Termination Proceeds for any purpose not otherwise prohibited by this Indenture and the Issuer may transfer such amounts to the Construction Account (prior to the Project Account Funding Date) or the Revenue Account (on or after the Project Account Funding Date).

Section 4.44 Accumulation of Amounts in Distribution Suspense Account .

In the event that, on any Quarterly Date, the conditions for making a Restricted Payment are not satisfied, remaining monies in the Distribution Suspense Account will not, except as indicated in the following sentences, be distributed therefrom until the conditions for making a Restricted Payment are satisfied. If such amounts have been on deposit in the Distribution Suspense Account longer than eight consecutive Quarterly Dates and the Issuer has not been permitted to make a Restricted Payment because the conditions for making such Restricted Payment have not been satisfied, within five Business Days following the eighth consecutive Quarterly Date, the Issuer will direct in writing (which written direction shall specify the amounts of the following transfers) the Depositary Agent to transfer (x) the Note Pro Rata Share of such remaining monies to the Note Redemption Account and (y) the LC Facility Pro Rata Share (if any) of such remaining monies to the LC Facility Prepayment Account, which

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amounts shall be used to redeem or prepay the maximum principal amount of Notes in accordance with the provisions set forth in Section 3.09 hereto and, if required, outstanding LC Facility Obligations (plus all accrued interest on the Notes and outstanding LC Facility Obligations and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be prepaid or redeemed out of such amounts remaining in the Distribution Suspense Account, provided that the Issuer shall be entitled to request that any such amounts may be applied instead to the payment of Project Costs (excluding costs described in clause 7(b) of the definition of Project Costs), operating expenses or other transaction costs. Amounts may otherwise be distributed once the conditions for making a Restricted Payment are satisfied or may otherwise be applied in accordance with the Depositary Agreement.

The redemption price in any such redemption will be equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash. If the aggregate principal amount of Notes and outstanding LC Facility Obligations exceeds the amount of such funds on deposit in such sub-account, the Notes and outstanding LC Facility Obligations will be redeemed or prepaid, as the case may be, on a pro rata basis, based on the amounts required to be prepaid or redeemed (with such adjustments as may be deemed appropriate by the Issuer so that only Notes in original principal denominations of $100,000, or an integral multiple of $1,000 in excess thereof, will be purchased).

Section 4.45 Construction of the Project .

Each of the Obligors shall use diligent efforts to construct and complete or cause to be constructed or completed, the Project or Projects, as applicable, in accordance with Prudent Industry Practices, the applicable Construction Budget, the terms and conditions of the EPC Contracts and the other Major Project Contracts, applicable Governmental rules and Necessary Project Permits.

Section 4.46 Payments for Consent .

None of the Obligors will, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

Section 4.47 Further Assurances .

Each Obligor will, at its own cost and expense, execute and deliver to the Trustee all such documents, instruments and agreements and do all such other acts and things as may be required by applicable law, to enable the Trustee or the Collateral Agent, as applicable to exercise and enforce its rights in connection with the Collateral provided for in the Security Documents and this Indenture, and take such other actions as reasonably may be necessary to carry out the intent of this Indenture.

Section 4.48 Energy Regulatory Status .

(a) Prior to the Project Companies’ first sale of electric energy (including test energy) generated by the Projects (the “ MBR Authority Satisfaction Date ”), the Issuer shall obtain and deliver to the Trustee an order from FERC granting the Project Companies MBR Authority. At all times after the MBR Authority Satisfaction Date, each Project Company shall take or cause to be taken all necessary actions so that the Project Companies (A) will be in material compliance with the requirements of the Federal Power Act, and (B) have made all necessary filings to remain in material compliance with its MBR Authority.

(b) Prior to the Project Companies’ first sale of electric energy (including test energy) generated by the Projects, the Project Companies’ EWG status under PUHCA shall have become effective by operation of FERC’s regulations. After its application being granted by the FERC, the Issuer shall deliver to the Trustee a

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letter from the Issuer indicating that the Project Companies’ EWG status is in effect by operation of FERC’s regulations or has been granted, and a copy of any additional issuances from FERC concerning the Project Companies’ EWG status, including FERC’s Notice of Effectiveness of the Project Companies’ EWG status. At all times after the Issuer files with FERC a notice of self-certification of the Project Companies’ EWG status, the Obligors shall take or cause to be taken all necessary actions and make all necessary filings so that the Project Companies’ maintain their status as EWGs under PUHCA, except where any such failure shall not be reasonably expected to result in a Material Adverse Effect. For purposes of this provision references to sections of or rules under PUHCA regarding EWG status will be deemed to include substitute, replacement or successor sections of or to PUHCA or regulations under PUHCA adopted from time to time.

(c) The Obligors shall take or cause to be taken all necessary efforts to maintain their exemption from financial, organizational or rate regulation as a public utility under the laws of the State of California as presently constituted and as construed by the courts of California.

Section 4.49 Fiscal Year, Name, Location and EIN .

None of the Obligors shall change (a) its fiscal year, name or federal employer identification number or (b) its jurisdiction of organization, its organization identification number or the location of its principal place of business, in the case of either (a) or (b) without at least 10 days’ prior written notice to the Trustee and the Collateral Agent.

Section 4.50 Hazardous Materials .

The Obligors shall not use or Release any Hazardous Materials in violation of any Environmental Laws, other Legal Requirements or applicable Necessary Project Permits or in a manner that could reasonably be expected to subject the Secured Parties to liability or result in a Material Adverse Effect. In the event of any such Release, the applicable Obligors shall conduct and complete any investigation, study, sampling and testing, and undertake any corrective, cleanup, removal, response, remedial or other action necessary to identify, report, remove and remediate all such Hazardous Materials Released at, on, in, under or from the Projects or applicable Real Property, to the extent required by and in accordance in all respects with the requirements of all Environmental Laws.

ARTICLE 5
[RESERVED]

ARTICLE 6
DEFAULTS AND REMEDIES

Section 6.01 Events of Default .

Each of the following is an “ Event of Default ”:

(a) the Issuer fails to pay interest on any Note in accordance with the terms of this Indenture within five days after the same becomes due and payable;

(b) the Issuer fails to pay any principal or premium, if any, on any Note after the same becomes due and payable, whether by scheduled maturity, redemption, acceleration or otherwise, or the Issuer fails to offer to redeem or purchase the Notes when required to do so pursuant to Sections 3.09, 3.10, 3.11, 4.15, 4.40, 4.41, 4.42, 4.43 or 4.44 hereof;

(c) any Obligor fails to perform or observe any of the other covenants under this Indenture or any Security Document (other than, in the case of any Security Document, covenants, the breach of which would not reasonably be expected to result in a Material Adverse Effect) and not otherwise specifically provided for elsewhere under this Section 6.01 and does not cure such failure within 30 days after the earlier of its receipt of notice by the Trustee or the Holders of at least 25% of aggregate principal amount of the Notes then outstanding as a single

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class and its Actual Knowledge thereof; provided that such grace period may be extended to 90 days if such Obligor is taking action reasonably likely to cure such failure to perform;

(d) any Obligor is involved in a Bankruptcy Event;

(e) any Obligor shall (i) default in the payment of any principal, interest or other amount when due and after the expiration of any applicable grace period, whether by acceleration or otherwise, in respect of any Obligations under the LC Facility or the Replacement LC Facility in principal amount of $10.0 million or more or (ii) default in the performance or observance of any obligation or condition with respect to any other Indebtedness in an aggregate principal amount of $25.0 million or more and the effect of such default is to cause the acceleration of such amounts prior to scheduled maturity;

(f) a final judgment or judgments for the payment of money exceeding $25.0 million in the aggregate that are not covered by available insurance as acknowledged in writing by the provider of such insurance or as certified to the Trustee by an insurance consultant shall be entered against any Obligor by one or more courts, administrative tribunals or other bodies having jurisdiction over such Obligor and the same is not paid, discharged or stayed, or for which no bond is posted, for a period of 90 consecutive days after its entry;

(g) the occurrence of an Event of Abandonment continues for more than 30 consecutive days;

(h) subject to clause (i) below, an event of default shall have occurred under any Major Project Contract other than the PPAs that could reasonably be expected to have a Material Adverse Effect and such event of default shall continue unremedied for a period equal to 60 days; provided, however, that (a) if (i) such event of default cannot be cured within such 60-day period, (ii) such event of default is reasonably susceptible of cure within 120 days from such event of default, (iii) the defaulting party is proceeding with all requisite diligence and in good faith to cure such failure, (iv) such breach or default is the subject of a good faith dispute between the parties (and such parties are utilizing the appropriate dispute resolution procedures set forth in such Major Project Contract) and (v) an extension of such 60-day cure could not reasonably be expected to have a Material Adverse Effect, then the time within which such failure may be cured shall be extended to such date, not to exceed 90 days after the end of the initial 60-day period (for a total of 150 days), as shall be necessary for such party diligently to cure such failure; provided further, however, that notwithstanding the foregoing, the Obligors may replace a Major Project Contract other than the PPAs with a Replacement Project Contract within 120 days;

(i) (A) notwithstanding clause (h) above, any Major Project Contract other than the PPAs shall terminate or otherwise cease to be valid and binding on any party thereto (except upon expiration in accordance with its terms or full performance by such party of its obligations thereunder and other than a termination of one or more LGIAs or the termination of the EPC Contracts in connection with which each of the Obligors shall have complied with the provisions of Section 3.10 hereof) unless (i) such Obligor replaces such Major Project Contract with a Replacement Project Contract within 120 days after such termination or cessation and (ii) such Obligor shall have fully satisfied all of its obligations arising out of such termination or cessation within such 120-day period or (B) any Permit necessary to operate either Project substantially in accordance with the Project Contracts has been revoked or withdrawn where such revocation or withdrawal would reasonably be expected to have a Material Adverse Effect and no replacement Permit has been obtained within 60 days of such revocation or withdrawal; provided that if such replacement Permit cannot be obtained within such 60-day period then the time within which such replacement Permit may be obtained shall be extended to such date, not to exceed 30 days after the end of the initial 60-day period (for a total of 90 days) as long as diligent efforts are undertaken to obtain such replacement Permit;

(j) subject to clause (k) below, an event of default shall have occurred under either of the PPAs that could reasonably be expected to have a Material Adverse Effect and such event of default shall continue unremedied for a period equal to 30 days; provided, however, that (a) if (i) such event of default cannot be cured within such 30-day period, (ii) such event of default is reasonably susceptible of cure within 90 days from such event of default, (iii) the defaulting party is proceeding with all requisite diligence and in good faith to cure such failure, (iv) such breach or default is the subject of a good faith dispute between the parties (and such parties are utilizing

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the appropriate dispute resolution procedures set forth in the applicable PPA) and (v) an extension of such 30-day cure could not reasonably be expected to have a Material Adverse Effect, then the time within which such failure may be cured shall be extended to such date, not to exceed 60 days after the end of the initial 30-day period (for a total of 90 days), as shall be necessary for such party diligently to cure such failure; provided further, however, that notwithstanding the foregoing, the applicable Obligor may replace a PPA with a Replacement Project Contract within 90 days;

(k) notwithstanding clause (j) above, any PPA shall terminate or otherwise cease to be valid and binding on any party thereto (except upon expiration in accordance with its terms or full performance by such party of its obligations thereunder) unless (i) the Obligors that are a party thereto replace such PPA(s) with a Replacement Project Contract within 90 days after such termination or cessation and (ii) the Obligors that are a party thereto shall have fully satisfied all of their obligations arising out of such termination or cessation within such 90-day period;

(l) the Lien contained in this Indenture or any of the Security Documents ceases to be effective to grant a perfected Lien to the Collateral Agent on any material portion of the Collateral described therein with the priority purported to be created thereby and such effectiveness and perfection priority is not reinstated or the Obligors have not posted cash collateral to the Collateral Agent in an aggregate amount equal to the replacement value thereof, in each case within 30 days after the time of discovery thereof by such Obligor, except to the extent that any such loss of effectiveness results from the failure of the Collateral Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Security Documents;

(m) this Indenture, the Guarantee, the Intercreditor Agreement, the Consents, the Pledge Agreement, the Security Agreement, the Depositary Agreement, the Deed of Trust, the Equity Contribution Agreement or any other material Security Document is declared unenforceable by a Governmental Authority having jurisdiction over any party thereto or the subject matter thereof;

(n) if, at any time following delivery by the Issuer of an ERISA Notice, (i) any Plan fails to satisfy the minimum funding standards of ERISA or the Internal Revenue Code for any plan year or part thereof or a waiver of such standards or extension of any amortization period is sought or granted under Section 412 of the Internal Revenue Code, (ii) a notice of intent to terminate any Plan is or is reasonably expected to be filed with the PBGC or the PBGC institutes proceedings under Section 4042 of ERISA to terminate or appoint a trustee to administer any Plan or the PBGC notifies any Obligor that a Plan may become a subject of any such proceedings, (iii) the aggregate “amount of unfunded benefit liabilities” (within the meaning of Section 4001(a)(18) of ERISA) under all Plans, determined in accordance with Title IV of ERISA, exceeds $10.0 million, (iv) any Obligor incurs or is reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Internal Revenue Code relating to employee benefit plans, (v) any Obligor withdraws from any Multiemployer Plan in a complete withdrawal or a partial withdrawal, or (vi) any Obligor establishes or amends any employee welfare benefit plan that provides post-employment welfare benefits in a manner that would increase the liability of such Obligor thereunder; and any such event or events described in clauses (i) through (vi) above, either individually or together with any other such event or events, could reasonably be expected to have a Material Adverse Effect;

(o) (i) failure by the Sponsor to contribute the Equity Contribution Amount when due and such failure continues for five Business Days or (ii) the Sponsor fails to provide credit support for the obligations under the Equity Contribution Agreement, if required, and such failure continues for 30 days; and

(p) failure to complete construction of generation capacity of at least 500 MW in the aggregate of the Projects on or before the latest “Commercial Operation Deadline” (as defined in the PPAs for each Project).

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Section 6.02 Acceleration .

If an Event of Default shall have occurred and is continuing, the Holders of at least 25% in aggregate principal amount of the outstanding Notes may require the Trustee to accelerate the maturity of all the Notes and exercise all other available remedies.

Notwithstanding the preceding paragraph, upon the occurrence of an Event of Default referred to in Section 6.01(d) hereof all of the principal of and accrued interest on all of the Notes shall become immediately due and payable without any demand or other action by the Trustee or the Holders.

After any such acceleration, but before any sale of all or part of the Collateral, the Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, rescind an acceleration and its consequences hereunder, if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal of, premium on, if any, or interest, if any, on the Notes that has become due solely because of the acceleration) have been cured or waived.

Section 6.03 Other Remedies .

If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal of, premium on, if any, or interest, if any, on, the Notes or to enforce the performance of any provision of the Notes or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.

Section 6.04 Waiver of Past Defaults .

The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under this Indenture, except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest, if any, on, the Notes. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but, except as expressly provided therein, no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

Section 6.05 Control by Majority .

Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it, subject to certain exceptions, including the limitation set forth in the Intercreditor Agreement. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture that the Trustee determines may be unduly prejudicial to the rights of other Holders or that may involve the Trustee in personal liability.

Section 6.06 Limitation on Suits .

No Holder of any Note will have any right to institute any proceeding for a remedy under this Indenture unless (i) such Holder has previously given to the Trustee written notice of the occurrence of an Event of Default, (ii) the Holders of at least 25% in aggregate principal amount of the outstanding Notes have made written request to the trustee to institute such proceeding, (iii) the Holders have offered to the Trustee security and indemnity satisfactory to the Trustee against costs and liabilities associated with such proceeding, (iv)the Trustee has failed

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to institute such proceeding within 60 days after the receipt of such notice and (v) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority of the outstanding principal amount of the Notes.

A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder.

Section 6.07 Rights of Holders to Receive Payment .

Notwithstanding any other provision of this Indenture, the right of any Holder, which is absolute and unconditional, to receive payment of the principal of, Make Whole Amounts, if any, and interest, if any, on its Notes, on or after the respective due dates expressed in the Note (including in connection with an offer to purchase), or to institute suit for the enforcement of any such payment on or after such respective dates, or the Issuer’s obligation, which is also absolute and unconditional, to pay the principal of, Make-Whole Amounts, if any, and interest on each of the Notes to the respective Holders at the time and place set forth in the Notes, shall not be impaired or affected without the consent of such Holder.

Section 6.08 Collection Suit by Trustee .

If an Event of Default specified in Section 6.01(a) or (b) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Issuer for the whole amount of principal of, premium on, if any, and interest, if any, remaining unpaid on, the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

Section 6.09 Trustee May File Proofs of Claim .

The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders allowed in any judicial proceedings relative to the Issuer (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.10 Priorities .

Subject to the Intercreditor Agreement, if the Trustee collects any money pursuant to this Article 6, it shall pay out the money in the following order:

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First : to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all applicable compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;

Second : to Holders for amounts due and unpaid on the Notes for principal, premium, if any, and interest, if any, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and interest, if any, respectively; and

Third : to the Issuer or to such party as a court of competent jurisdiction shall direct.

The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.10 and shall notify the Issuer of such record date.

Section 6.11 Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee.

ARTICLE 7
TRUSTEE

Section 7.01 Duties of Trustee .

(a) If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b) Except during the continuance of an Event of Default:

(1) the duties of the Trustee will be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

(c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(1) this paragraph does not limit the effect of paragraph (b) of this Section 7.01;

(2) the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

(3) the Trustee will not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof.

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(d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), and (c) of this Section 7.01.

(e) No provision of this Indenture will require the Trustee to expend or risk its own funds or incur any liability.

(f) The Trustee will not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Section 7.02 Rights of Trustee .

(a) The Trustee may conclusively rely, and shall be fully protected in acting or refraining from acting in so relying, upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine in good faith to make such further inquiry or investigation, it shall be entitled upon reasonable notice during normal business hours to examine the books, records and premises of the Issuer, personally or by agent or attorney at the sole cost of the Issuer and the Trustee shall incur no liability of any kind by reason of such inquiry or investigation.

(b) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its own selection and the advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(c) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct or negligence of any attorney or agent appointed with due care.

(d) The Trustee will not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.

(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer will be sufficient if signed by an Officer of the Issuer.

(f) None of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if an indemnity or security reasonably satisfactory to it against such risk or liability is not assured or provided to it.

(g) The Trustee shall not be deemed to have notice or knowledge of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references the existence of a Default or Event of Default, the Notes and this Indenture.

(h) In no event shall the Trustee be responsible or liable for special, punitive, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(i) The Trustee may request that the Issuer deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture,

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which Officer’s Certificate may be signed by any person authorized to sign an Officer’s Certificate, including any Person specified as so authorized in any such certificate previously delivered and not superseded.

(j) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

(k) Any request or direction of the Issuer mentioned herein shall, at the Trustee’s request, be sufficiently evidenced by an Issuer request or Issuer order and any resolution of the Board of Managers of the Issuer shall be sufficiently evidenced by a resolution of the Board of Managers.

(l) The permissive right of the Trustee to take the actions permitted by this Indenture shall not be construed as an obligation or duty to do so.

(m) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to the Trustee against the loss, costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

(n) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.

Section 7.03 Individual Rights of Trustee .

The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer or any Affiliate of the Issuer with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee if this Indenture has been qualified under the Trust Indenture Act or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

Section 7.04 Trustee’s Disclaimer .

The Trustee will not be responsible for and makes no representation as to the validity or adequacy of this Indenture, the Notes, the Guarantees, the Security Documents or the Intercreditor Agreement, it shall not be accountable for the Issuer’s use of the proceeds from the Notes or any money paid to the Issuer or upon the Issuer’s direction under any provision of this Indenture, it will not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it will not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.

Section 7.05 Notice of Defaults .

If a Default occurs and is continuing and if it is actually known to the Trustee, the Trustee will mail to the Holders a notice of the Default within 90 days after it occurs. If an Event of Default shall have occurred and is continuing, the Trustee will mail to the Holders a notice of such Event of Default within five Business Days after it occurs. Except in the case of an Event of Default specified in clause (a) or (b) of Section 6.01, the Trustee may withhold the notice of such Default or Event of Default if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders. Other than with respect to the receipt of the Officer’s Certificate pursuant to Section 4.04(a), the Trustee shall have no duty to inquire as to the performance of the covenants of the Issuer in Article 4. In addition, the Trustee shall not be deemed to have knowledge of any Default or Event of Default except: (i) any Event of Default occurring pursuant to Sections 6.01(a) or 6.01(b) (provided it is acting as Paying Agent); and (ii) any Default or Event of Default of which a Responsible Officer of the Trustee shall have received written notification or of which a Responsible

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Officer of the Trustee has actual knowledge. Delivery of reports, information and documents to the Trustee under Section 4.03 is for informational purposes only and the Trustee’s receipt of the foregoing shall not constitute constructive or actual notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

Section 7.06 Reports by Trustee to Holders .

Within 60 days after each May 15 beginning with the May 15 following the date of this Indenture, and for so long as Notes remain outstanding, the Trustee will mail to the Holders a brief report dated as of such reporting date that complies with TIA §313(a) (but if no event described in TIA §313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also will comply with TIA §313(b)(2). The Trustee will also transmit by mail all reports as required by TIA §313(c). To the extent that this Indenture is required to be qualified under the Trust Indenture Act in connection with an issuance of Additional Notes in a registered offering or otherwise, the Trustee shall also comply with Section 313(d). The Issuer shall promptly notify the Trustee in writing in the event the Notes are listed on any national securities exchange or delisted therefrom. A copy of each report at the time of its mailing to the Holders will be delivered by the Trustee to the Issuer.

Section 7.07 Compensation and Indemnity .

(a) The Issuer will pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services hereunder as the parties shall agree in writing from time to time. The Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust. The Issuer will reimburse the Trustee promptly upon request for all reasonable documented disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses will include the reasonable compensation, disbursements and expenses of the Trustee’s agents and outside counsel.

(b) The Issuer will indemnify the Trustee, including its officers, directors, employees and agents, for, and hold each of the Trustee, including its officers, directors, employees and agents, and any predecessor, harmless against any and all damages, losses, liabilities, claims or expenses (including reasonable attorneys’ fees and expenses) incurred by it arising out of or in connection with the acceptance or administration of its duties under or in any way arising out of this Indenture, including the costs and expenses of enforcing this Indenture and the Notes against the Issuer (including this Section 7.07) and defending itself against any claim (whether asserted by the Issuer, any Holder or any other Person) or liability in connection with the exercise, failure or refusal to exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense is determined by a court of competent jurisdiction to have been caused by its own negligence or willful misconduct. The Trustee will notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuer will not relieve the Issuer of its obligations hereunder. The Issuer may defend the claim and the Trustee will cooperate in the defense. The Trustee may have separate counsel of its selection and the Issuer will pay the reasonable fees and expenses of such counsel. The Issuer need not pay for any settlement made without its consent, which consent will not be unreasonably withheld.

(d) To secure the payment obligations in this Section 7.07, the Trustee will have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal of, premium on, if any, or interest, if any, on, particular Notes. Such Lien will survive the resignation and removal of the Trustee and the satisfaction and discharge of this Indenture.

(e) Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(d) hereof occurs,

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the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

Section 7.08 Replacement of Trustee .

(a) A resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08.

(b) The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Issuer. The Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuer in writing. The Issuer may remove the Trustee if:

(1) the Trustee fails to comply with Section 7.10 hereof;

(2) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

(3) a custodian or public officer takes charge of the Trustee or its property; or

(4) the Trustee becomes incapable of acting.

(c) If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuer will promptly appoint a successor Trustee.

(d) If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee (at the expense of the Issuer), the Issuer, or the Holders of at least 10% in aggregate principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.

(e) If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

(f) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon, the resignation or removal of the retiring Trustee will become effective, and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will mail a notice of its succession to Holders. The retiring Trustee will promptly transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been paid and such transfer shall be subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuer’s obligations under Section 7.07 hereof will continue for the benefit of the retiring Trustee.

Section 7.09 Successor Trustee by Merger, etc.

If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act will be the successor Trustee.

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Section 7.10 Eligibility; Disqualification .

There will at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $50.0 million as set forth in its most recent published annual report of condition.

ARTICLE 8
LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance .

The Issuer may at any time, at the option of its Board of Managers evidenced by a resolution set forth in an Officer’s Certificate, elect to have either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon compliance with the conditions set forth below in this Article 8.

Section 8.02 Legal Defeasance and Discharge .

Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Obligors will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “ Legal Defeasance ”). For this purpose, Legal Defeasance means that the Issuer will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (1) and (2) below, and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same, including the release of the Collateral), except for the following provisions which will survive until otherwise terminated or discharged hereunder:

(1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, Make-Whole Amounts, if any, or interest, if any, on, such Notes when such payments are due from the trust referred to in Section 8.04 hereof;

(2) the Issuer’s obligations with respect to such Notes under Article 2 and Section 4.02 hereof;

(3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Issuer’s obligations in connection therewith; and

(4) this Article 8.

Subject to compliance with this Article 8, the Issuer may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

Section 8.03 Covenant Defeasance .

Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Obligors will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.03(a)(4)-(8), Section 4.03(b), Section 4.04 and Sections 4.07 through 4.50 hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “ Covenant Defeasance ”), and the Notes will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but will continue to be deemed “outstanding”

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for all other purposes hereunder (it being understood that such Notes will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Obligors may omit to comply with and will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply will not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes will be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(a), (b), (c), (e), (f), (g), (h), (i), (j), (k), (l), (m), (n), (o) and (p) hereof will not constitute Events of Default.

Section 8.04 Conditions to Legal or Covenant Defeasance .

In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof:

(1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in amounts as will be sufficient, in the opinion of a nationally recognized investment bank, appraisal firm or firm of independent public accountants, to pay the principal of, premium on, if any, and interest, if any, on, the outstanding Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Issuer must specify whether the Notes are being defeased to such stated date for payment or to a particular redemption date;

(2) in the case of Legal Defeasance, the Issuer must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that (a) the Issuer has received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel will confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case of Covenant Defeasance, the Issuer must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4) no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relating to other Indebtedness), and the granting of Liens to secure such borrowings);

(5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) to which the Issuer is a party or by which the Issuer is bound;

(6) the Issuer must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of preferring the Holders of Notes over the other creditors of the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or others; and

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(7) the Issuer must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Section 8.05 Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions .

Subject to Section 8.06 hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “ Trustee ”) pursuant to Section 8.04 hereof in respect of the outstanding Notes will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest, if any, but such money need not be segregated from other funds except to the extent required by law.

The Issuer will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

Notwithstanding anything in this Article 8 to the contrary, the Trustee will deliver or pay to the Issuer from time to time upon the request of the Issuer any money or non-callable Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(1) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06 Repayment to Issuer .

Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of, premium on, if any, or interest, if any, on, any Note and remaining unclaimed for two years after such principal, premium, if any, or interest, if any, has become due and payable shall be paid to the Issuer on its request or (if then held by the Issuer) will be discharged from such trust; and the Holder of such Note will thereafter be permitted to look only to the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, will thereupon cease; provided, however , that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which will not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Issuer.

Section 8.07 Reinstatement .

If the Trustee or Paying Agent is unable to apply any U.S. dollars or non-callable Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Obligors’ obligations under this Indenture and the Notes will be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided, however , that, if the Issuer makes any payment of principal of, premium on, if any, or interest, if any, on, any Note following the reinstatement of its obligations, the Issuer will be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

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ARTICLE 9
AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01 Without Consent of Holders .

Notwithstanding Section 9.02 of this Indenture, without the consent of any Holder, the Obligors and the Trustee may amend or supplement this Indenture, the Notes or the Guarantees:

(1) to cure any ambiguity, defect or inconsistency;

(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;

(3) to provide for the assumption of any Obligor’s obligations to the Holders in the case of a merger or consolidation or sale of all or substantially all of such Obligor’s assets, as applicable, to the extent permitted pursuant to this Indenture;

(4) to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights hereunder of any Holder;

(5) to conform the text of this Indenture, the Notes, the Guarantees or the Security Documents to any provision of the “Description of the Notes” section of the Offering Memorandum to the extent that such provision in this Description of the Notes was intended to be a verbatim recitation of a provision of this Indenture, the Notes, the Guarantees or the Security Documents, which intent may be evidenced by an Officer’s Certificate to that effect;

(6) to enter into additional or supplemental Security Documents;

(7) to release Collateral in accordance with the terms of this Indenture and the Security Documents;

(8) to provide for the issuance of Additional Notes and related Guarantees in accordance with the limitations set forth in this Indenture as of the date hereof;

(9) to allow for any Guarantor to execute a supplemental indenture and/or a Guarantee with respect to the Notes; or

(10) to evidence the succession of a new Trustee hereunder.

Upon the request of the Issuer accompanied by a resolution of its Board of Managers authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Sections 9.06 and 12.04 hereof, the Trustee will join with the Issuer in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.

Section 9.02 With Consent of Holders .

Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or supplement this Indenture (including, without limitation, Section 4.15 hereof), the Notes or the Guarantees (as such Guarantees relate to the Notes) with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, or interest, if any, on, the

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Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes or the Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, Additional Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes).

Upon the request of the Issuer accompanied by a resolution of its Board of Managers authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 12.04 hereof, the Trustee will join with the Issuer in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental Indenture.

It is not necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof.

After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer will mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Issuer with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):

(1) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;

(2) reduce the principal of or change the fixed maturity of any Note or alter or waive any of the provisions with respect to the redemption of the Notes (except Section 4.15 hereof);

(3) reduce the rate of or change the time for payment of interest, including default interest, on any Note;

(4) waive a Default or Event of Default in the payment of principal of, premium on, if any, or interest, if any, on, the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and a waiver of the payment default that resulted from such acceleration);

(5) make any Note payable in money other than that stated in the Notes;

(6) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of holders of Notes to receive payments of principal of, premium on, if any, or interest, if any, on, the Notes;

(7) waive a redemption payment with respect to any Note (other than a payment required pursuant to Section 4.15 hereof);

(8) release all or substantially all of the Collateral from the Liens created by the Security Documents, except as specifically provided in this Indenture and the Security Documents;

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(9) release any Guarantor from any of its obligations under its Guarantee, the Notes (excluding any waiver of the Notes or this Indenture that would otherwise be subject to Section 9.02 hereof or the Indenture) except in accordance with the terms of this Indenture; and

(10) make any change in the preceding amendment and waiver provisions.

Section 9.03 [Reserved] .

Section 9.04 Revocation and Effect of Consents .

Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder is a continuing consent by the Holder and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the amendment, supplement or waiver becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

Section 9.05 Notation on or Exchange of Notes .

The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Issuer in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver.

Failure to make the appropriate notation or issue a new Note will not affect the validity and effect of such amendment, supplement or waiver.

Section 9.06 Trustee to Sign Amendments, etc.

The Trustee will sign any amended or supplemental indenture authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Issuer may not sign an amended or supplemental indenture until the Board of Managers of the Issuer approves it. In executing any amended or supplemental indenture, the Trustee will be provided with and (subject to Section 7.01 hereof) will be fully protected in relying upon, in addition to the documents required by Section 12.04 hereof, an Officer’s Certificate and an Opinion of Counsel each stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture.

ARTICLE 10
COLLATERAL AND SECURITY

Section 10.01 Security Documents .

The due and punctual payment of the principal of, Make Whole Amounts, if any, premium on, if any, and interest, if any, on, the Notes when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest on the overdue principal of, premium on, if any, and interest, if any (to the extent permitted by law), on the Notes and performance of all other obligations of the Obligors to the Holders or the Trustee under this Indenture and the Notes, according to the terms hereunder or thereunder, are secured as provided in the Security Documents which the Obligors have entered into simultaneously with the execution of this Indenture. Each Holder, by its acceptance hereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure and release of Collateral (as defined in the Security Documents)) as the same may be in effect or may be amended from time to time in accordance with its terms and authorizes and directs the Collateral Agent to enter into the Security Documents and to perform its obligations and exercise its rights thereunder in accordance therewith. The Obligors will do or cause to be done all such acts and things as may be reasonably necessary or proper, or as may be required by the provisions of the Security Documents, to assure and confirm to the Trustee

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and the Collateral Agent the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes secured hereby, according to the intent and purposes herein expressed. The Obligors will take any and all actions reasonably required to cause the Security Documents to create and maintain, as security for the Obligations of the Obligors hereunder, a valid and enforceable perfected first priority Lien in and on all the Collateral, in favor of the Collateral Agent for the benefit of the Holders, superior to and prior to the rights of all third Persons and subject to no other Liens, in each case, other than Permitted Liens.

In the event of any conflict between the provisions set forth in this Indenture or any Security Document and those set forth in the Intercreditor Agreement, the provisions of the Intercreditor Agreement shall supersede and control the terms and provisions of this Indenture or any such other Security Document.

The Collateral Agent is hereby appointed by the Obligors to be the agent for and representative of the Trustee for the benefit of the Holders with respect to the Security Documents, and each of the Holders hereby authorizes and directs each of the Trustee and the Collateral Agent to execute, deliver and perform each of the Security Documents to which the Trustee or the Collateral Agent, as the case may be, is or is intended to be a party, and each Holder agrees to be bound by all of the agreements of the Trustee and the Collateral Agent contained in the Security Documents. The Collateral Agent is further authorized and directed by the Holders to, and shall, enter into one or more joinder agreements under the Intercreditor Agreement and/or the Depositary Agreement, in any case, pursuant to the terms thereof.

Neither the Trustee (in its capacity as such) nor any of its respective officers, directors, employees, attorneys or agents shall be responsible or liable for (i) the legality, enforceability, effectiveness or sufficiency of the Security Documents, (ii) the creation, perfection, priority, sufficiency, maintenance, renewal or protection of any Lien, (iii) the filing in any public office or with any agency or regulatory body of any perfection statement, maintenance statement, regulatory filing or any other document, (iv) for any defect or deficiency as to any such matters, (v) or for any failure to demand, collect, foreclose or realize upon or otherwise enforce any of the Liens or Security Documents or any delay in doing so or (vi) for any delay caused by soliciting the consent or direction of the appropriate percentage of Holders of the aggregate principal amount of the then outstanding Notes.

Section 10.02 Recording and Opinions .

(a) The Issuer will furnish to the Trustee simultaneous with the execution and delivery of this Indenture an Opinion of Counsel either:

(1) stating that, in the opinion of such counsel, all action has been taken with respect to the recording, registering and filing of this Indenture, financing statements or other instruments necessary to make effective the Lien intended to be created by the Security Documents, and reciting with respect to the security interests in the Collateral owned by the Issuer on the date hereof, the details of such action; or

(2) stating that, in the opinion of such counsel, no such action is necessary to make such Lien effective.

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Section 10.03 Release of Collateral .

(a) Subject to subsections (b), (c), (d) and (e) of this Section 10.03 and subject to the Intercreditor Agreement, Collateral may be released from the Lien and security interest created by the Security Documents at any time or from time to time in accordance with the provisions of the Security Documents or as provided hereby. In addition, upon the request of the Issuer pursuant to an Officer’s Certificate certifying that all conditions precedent hereunder have been met and (at the sole cost and expense of the Issuer) the Collateral Agent will release Collateral that is sold, transferred, distributed, conveyed or disposed of in compliance with the provisions of this Indenture and the Security Documents. Upon receipt of such Officer’s Certificate the Collateral Agent shall execute, deliver or acknowledge any necessary or proper instruments of termination, satisfaction or release to evidence the release of any Collateral permitted to be released pursuant to this Indenture and the Security Documents.

(b) The Collateral Agent’s Liens upon the Collateral will no longer secure the Notes outstanding under this Indenture or any other Obligations under this Indenture, and the right of the Holders to the benefits and proceeds of the Collateral Agent’s Liens on the Collateral will automatically terminate and be unconditionally discharged:

(1) upon satisfaction and discharge of this Indenture pursuant to Article 11 hereof;

(2) upon a defeasance of the Notes pursuant to Article 8 hereof;

(3) upon payment in full and discharge of all Notes outstanding under this Indenture and all Obligations that are outstanding, due and payable under this Indenture at the time the Notes are paid in full and discharged;

(4) in whole or in part, with the consent of the Holders of the requisite percentage of Notes in accordance with Article 9 hereof; or

(5) if any of the Collateral shall be transferred, distributed or disposed of to any Person in a transaction (i) permitted under the Financing Documents or (ii) consented to pursuant to the Financing Documents, in each case, subject to the Intercreditor Agreement.

(c) No Collateral may be released from the Lien and security interest created by the Security Documents pursuant to the provisions of the Security Documents unless the certificate required by this Section 10.03 has been delivered to the Collateral Agent.

(d) At any time when a Default or Event of Default has occurred and is continuing and the maturity of the Notes has been accelerated (whether by declaration or otherwise) and the Trustee has delivered a notice of acceleration to the Collateral Agent, no release of Collateral pursuant to the provisions of the Security Documents will be effective as against the Holders, other than upon payment in full and discharge of all Notes outstanding under this Indenture.

(e) The release of any Collateral from the terms of this Indenture and the Security Documents will not be deemed to impair the security under this Indenture in contravention of the provisions hereof if and to the extent the Collateral is released pursuant to the terms of the Security Documents.

Section 10.04 Opinion of Counsel .

The Issuer, will furnish to the Trustee and the Collateral Agent, prior to each proposed release of Collateral pursuant to the Security Documents an Opinion of Counsel, which may be rendered by internal counsel to the Issuer, to the effect that such Collateral may be released in accordance with this Indenture and the Security Documents.

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The Trustee shall, to the extent permitted by Sections 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents and such Opinion of Counsel.

Section 10.05 Certificates of the Trustee .

In the event that the Issuer wishes to release Collateral in accordance with the Security Documents and has delivered the certificates and documents required by the Security Documents and Sections 10.03 and 10.04 hereof, the Trustee, based on the Opinion of Counsel delivered pursuant to Section 10.04 hereof, will deliver a certificate to the Collateral Agent setting forth its determination that the applicable Collateral may be so released.

Section 10.06 Authorization of Actions to Be Taken by the Trustee Under the Security Documents .

Subject to the provisions of Section 7.01 and 7.02 hereof, the Trustee may (but shall not be obligated to), in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders, the Collateral Agent to, take all actions it deems necessary or appropriate in order to:

(1) enforce any of the terms of the Security Documents; and

(2) collect and receive any and all amounts payable in respect of the Obligations of the Obligors hereunder.

The Trustee will have power to institute and maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Security Documents or this Indenture, and such suits and proceedings as the Trustee may deem expedient to preserve or protect its interests and the interests of the Holders in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of the Holders or of the Trustee).

Section 10.07 Authorization of Receipt of Funds by the Trustee Under the Security Documents .

The Trustee is authorized to receive any funds for the benefit of the Holders distributed under the Security Documents, and to make further distributions of such funds to the Holders according to the provisions of this Indenture.

Section 10.08 Termination of Security Interest .

Upon the full and final payment and performance of all Obligations of the Obligors under this Indenture, the Notes, the Guarantee and the Security Documents with respect to the Holders of the Notes or upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, the Trustee, upon receipt of an Officer’s Certificate and an Opinion of Counsel specified in Section 12.04, will at the request of the Issuer deliver a certificate to the Collateral Agent stating that such Obligations have been paid in full, and instruct the Collateral Agent to release the Liens pursuant to this Indenture and the Security Documents.

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ARTICLE 11
SATISFACTION AND DISCHARGE

Section 11.01 Satisfaction and Discharge .

This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when:

(1) either:

(a) all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid, have been delivered to the Trustee for cancellation; or

(b) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and the Issuer or another Obligor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal of, premium on, if any, and interest, if any, on, the Notes to the date of maturity or redemption;

(2) in respect of clause 1(b), no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which any Obligor is a party or by which any Obligor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings);

(3) the Issuer or another Obligor has paid or caused to be paid all sums payable by it under this Indenture; and

(4) the Issuer or another Obligor has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be.

Notwithstanding the foregoing, in the event that an Event of Default has occurred and is continuing and the Issuer has paid all Notes delivered to the Trustee for payment, this Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder and not so delivered to the Trustee for payment, when the Issuer has deposited with the Trustee cash in a sufficient amount to redeem all such outstanding Notes in accordance with their terms together with proof that notice of redemption has been given or waived or with an irrevocable order from the Issuer directing the Trustee to give such notice.

In addition, the Issuer must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to clause (2) of this Section 11.01, the provisions of Sections 8.06 and 11.02 hereof will survive. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.

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Section 11.02 Application of Trust Money .

Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 11.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal, premium, if any, and interest, if any, for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 11.01 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuer’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01 hereof; provided that if the Issuer has made any payment of principal of, premium on, if any, or interest, if any, on, any Notes because of the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent.

ARTICLE 12
MISCELLANEOUS

Section 12.01 [Reserved] .

Section 12.02 Notices .

Any notice or communication by the Issuer or the Trustee to the other is duly given if in writing and delivered in Person or by first class mail (registered or certified, return receipt requested), facsimile transmission or overnight courier guaranteeing next day delivery, to the other’s address:

(1) If to the Issuer or a Project Purchaser:

c/o MidAmerican Energy Holdings Company
666 Grand Avenue, Suite 500
Des Moines, Iowa 50309-2580
Facsimile No.: 515-281-2396
Attention: General Counsel

With a copy to:

Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, NY 10166
Facsimile No.: (212) 351-6215
Attention: Peter J. Hanlon

(2) If to a Project Company:

1850 N Central Avenue, Ste 1025

Phoenix, AZ 85004

Facsimile No.: 602-271-5659
Attention: General Counsel

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With a copy to:

Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, NY 10166
Facsimile No.: (212) 351-6215
Attention: Peter J. Hanlon

(3) If to the Trustee:

Wells Fargo Bank, National Association
150 East 42nd Street, 40th Floor
New York, NY 10017
Facsimile No.: 866-297-2015
Attention: Julius R. Zamora

The Obligors or the Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or communications.

The Trustee agrees to accept and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, pdf, facsimile transmission or other similar unsecured electronic methods, provided, however, that the Trustee shall have received an incumbency certificate listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If an Obligor elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction received after such reliance and/or compliance. The Obligors agree to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.

All notices and communications (other than those sent to Holders) will be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile; and the next Business Day after timely delivery to the courier, if sent by overnight courier guaranteeing next day delivery.

Any notice or communication to a Holder will be mailed by first class mail, certified or registered, return receipt requested, or by overnight courier guaranteeing next day delivery to its address shown on the register kept by the Registrar. Failure to mail a notice or communication to a Holder or any defect in it will not affect its sufficiency with respect to other Holders.

If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

If the Issuer mails a notice or communication to Holders, it will mail a copy to the Trustee and each Agent at the same time.

Section 12.03 [Reserved] .

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Section 12.04 Certificate and Opinion as to Conditions Precedent .

Upon any request or application by the Issuer to the Trustee to take any action under this Indenture, the Issuer shall furnish to the Trustee:

(1) an Officer’s Certificate in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth in Section 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

(2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth in Section 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

Section 12.05 Statements Required in Certificate or Opinion .

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture and must include:

(1) a statement that the Person making such certificate or opinion has read such covenant or condition;

(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(3) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and

(4) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied.

Section 12.06 Rules by Trustee and Agents .

The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

Section 12.07 No Personal Liability of Directors, Officers, Employees and Equityholders .

No past, present or future director, officer, employee, or incorporator of any Obligor or any equityholder of the Issuer (including any holder of any membership interests in the Issuer), as such, will have any liability for any obligations of the Issuer under the Notes, this Indenture, the Security Documents or any other Note Document or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

Section 12.08 Governing Law .

THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE AND THE NOTES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

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Section 12.09 Submission to Jurisdiction .

Each party hereto hereby submits to the exclusive jurisdiction of the New York state courts and the federal courts sitting in the State of New York for the purposes of all legal proceedings arising out of or relating to this Indenture or the transactions contemplated hereby. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such court has been brought in an inconvenient forum.

Section 12.10 Waiver of Jury Trial .

EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER THIS INDENTURE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section 12.11 No Adverse Interpretation of Other Agreements .

This Indenture may not be used to interpret any other indenture, loan or Indebtedness agreement of the Obligors or their respective Subsidiaries or of any other Person. Any such indenture, loan or Indebtedness agreement may not be used to interpret this Indenture.

Section 12.12 Successors .

All agreements of the Obligors in this Indenture and the Notes will bind their respective successors. All agreements of the Trustee in this Indenture will bind its successors.

Section 12.13 Severability .

In case any provision in this Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.

Section 12.14 Counterpart Originals .

The parties may sign any number of copies of this Indenture. Each signed copy will be an original, but all of them together represent the same agreement.

Section 12.15 Table of Contents, Headings, etc.

The Table of Contents and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and will in no way modify or restrict any of the terms or provisions hereof.

Section 12.16 Force Majeure.

In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications

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or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Section 12.17 Rights of Agents.

In connection with their acting hereunder, each of the Trustee and the Collateral Agent, as the case may be, is entitled to all rights, privileges, protections, benefits, immunities and indemnities provided to the Trustee or the Collateral Agent, as applicable, under the Financing Documents.

[Signatures on following page]

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SIGNATURES

Dated as of June 27, 2013

SOLAR STAR FUNDING, LLC


By:	/s/ Kevin D. Dodson Name: Kevin D. Dodson Title: Vice President

SSC XIX, LLC


By:	/s/ Kevin D. Dodson Name: Kevin D. Dodson Title: Vice President

SSC XIX, LLC


By:	/s/ Kevin D. Dodson Name: Kevin D. Dodson Title: Vice President

SOLAR STAR CALIFORNIA XIX, LLC


By:	/s/ Kevin D. Dodson Name: Kevin D. Dodson Title: Vice President

SOLAR STAR CALIFORNIA XX, LLC


By:	/s/ Kevin D. Dodson Name: Kevin D. Dodson Title: Vice President

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WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee


By:	/s/ Julius R. Zamora Name: Julius R. Zamora Title: Vice President

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[Face of Note]

CUSIP/CINS ____________

5.375% Series A Senior Secured Notes due 2035

No. ___ $____________

SOLAR STAR FUNDING, LLC

promises to pay to or registered assigns,

the principal sum of __________________________________________________________ DOLLARS in installments on the dates and in the amounts as set forth in Schedule 1 hereto and made part hereof.

Interest Payment Dates: June 30 and December 30

Record Dates: June 15 and December 15

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Dated: ___________

SOLAR STAR FUNDING, LLC

By:
    Name:
    Title:

This is one of the Notes referred to
in the within-mentioned Indenture:

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee

By:
Authorized Signatory

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[Back of Note]

5.375% Series A Senior Secured Notes due 2035

[Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture]

Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

(1) INTEREST . Solar Star Funding, LLC, a Delaware limited liability company (the “ Issuer ”), promises to pay or cause to be paid interest on the principal amount of this Note at 5.375% per annum from ________________, ___ until maturity. The Issuer will pay interest, if any, semi-annually in arrears on June 30 and December 30 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “ Interest Payment Date ”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that, if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided further that the first Interest Payment Date shall be _____________, _____. The Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at a rate that is 1% higher than the then applicable interest rate on the Notes to the extent lawful; it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest, if any (without regard to any applicable grace period), at the same rate to the extent lawful.

Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months.

(2) METHOD OF PAYMENT . The Issuer will pay interest, and will make payments of principal in accordance with Schedule 1 hereto, on the Notes (except defaulted interest), if any, to the Persons who are registered Holders at the close of business on the June 15 or December 15 next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium, if any, and interest, if any, at the office or agency of the Paying Agent and Registrar within the City and State of New York, or, at the option of the Issuer, payment of interest, if any, may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds will be required with respect to principal of, premium on, if any, and interest, if any, on, all Global Notes and all other Notes the Holders of which will have provided wire transfer instructions to the Issuer or the Paying Agent on or before the relevant record date. Such payment will be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

(3) PAYING AGENT AND REGISTRAR . Initially, Wells Fargo Bank, National Association, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Issuer may change the Paying Agent or Registrar without prior notice to the Holders. The Issuer or any of its Subsidiaries may act as Paying Agent or Registrar.

(4) INDENTURE AND SECURITY DOCUMENTS . The Issuer issued the Notes under an Indenture dated as of June 27, 2013 (the “ Indenture ”) between the Issuer and the Trustee. The

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terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are secured obligations of the Issuer, secured on a first priority basis by a security interest in substantially all of the Issuer’s assets, pursuant to the Security Documents referred to in the Indenture. The Indenture does not limit the aggregate principal amount of Notes that may be issued thereunder.

(5) OPTIONAL REDEMPTION .

(a) At any time prior to the Maturity Date the Issuer will have the right, at its option, to redeem any of the Notes, in whole at any time or in part from time to time prior to their maturity, on at least 30 days’ but not more than 60 days’ notice, at a redemption price equal to the greater of (1) 100% of the principal amount of such Notes being redeemed and (2) the sum of the present value of each remaining scheduled payment of principal and interest thereon (exclusive of interest accrued to the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points (the “ Make-Whole Amount ”), plus in each case accrued and unpaid interest, if any, on the principal amount of the Notes up to, but not including, the redemption date (subject to the right of the Holder on the relevant record date to receive interest due on the relevant interest payment date).

(b) Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.

(6) NOTICE OF REDEMPTION . At least 30 days but not more than 60 days before a redemption date, the Issuer will mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture pursuant to Articles 8 or 11 thereof. Notes and portions of Notes selected will be in amounts of $100,000 or whole multiples of $1,000 in excess thereof; except that if all of the Notes of a Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder shall be redeemed or purchased.

(7) NO SINKING FUND. The Issuer is not required to make sinking fund payments with respect to the Notes.

(8) CHANGE OF CONTROL REPURCHASE AT THE OPTION OF HOLDER . Upon the occurrence of a Change of Control, each Holder will have the right to require the Issuer to repurchase all or a portion (equal to $100,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes at a purchase price in cash equal to 101% of the principal amount of such Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase (the “Change of Control Payment” ), (subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date). Within 10 days following the date upon which a Change of Control has occurred, the Issuer will send, by first-class mail, a notice describing the transaction or transactions that Constitute the Change of Control and setting forth the procedures governing the Change of Control Offer as required by the Indenture.

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(9) MANDATORY REDEMPTION .

(a) If:

(1) all or a portion of either Project is destroyed, condemned, seized or expropriated,

then, within five (5) Business Days thereof, or any other applicable event described in Section 3.10 of the Depositary Agreement pursuant to which Loss Proceeds are to be deposited into the Note Redemption Account pursuant to Section 3.10(b)(ii), (iii), (v) or 3.10(c)(ii) of the Depositary Agreement, the Issuer will direct in writing (which written direction shall specify the amounts of the following transfers) the Depositary Agent to transfer (x) the Note Pro Rata Share of such Loss Proceeds or such excess or remaining Loss Proceeds, as applicable, to the Note Redemption Account and (y) the LC Facility Pro Rata Share (if any) of such Loss Proceeds or such excess or remaining Loss Proceeds, as applicable, to the LC Facility Prepayment Account, which amounts shall be used to redeem or prepay the maximum principal amount of Notes in accordance with the provisions set forth in Section 3.09 of the Indenture and, if required, outstanding LC Facility Obligations (plus all accrued interest on the Notes and outstanding LC Facility Obligations and the amount of all fees and expenses incurred in connection therewith) that may be redeemed or prepaid out of such Loss Proceeds or excess or remaining Loss Proceeds, as the case may be. The redemption price in any such redemption will be equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash.

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for such purpose is in excess of $25.0 million in the aggregate for both Projects, the Issuer will, within five (5) Business Days following its delivery to the Trustee and the Collateral Agent of an Officer’s Certificate certifying, among other things, the result of the effort to remedy such Title Event, direct in writing (which written direction shall specify the amounts of the following transfers) the Depositary Agent to transfer (x) the Note Pro Rata Share of such excess Title Event Proceeds to the Note Redemption Account and (y) the LC Facility Pro Rata Share (if any) of such excess Title Event Proceeds to the LC Facility Prepayment Account, which amounts shall be used to redeem the maximum principal amount of the Notes in accordance with the provisions set forth in Section 3.09 of the Indenture and, if required, prepay outstanding LC Facility Obligations (plus all accrued interest on the Notes and outstanding LC Facility Obligations and the amount of all fees and expenses, incurred in connection therewith) that may be redeemed or prepaid out of such excess Title Event Proceeds. The redemption price in any such redemption will be equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash.

(1) the applicable Obligors receive any Performance LD Proceeds in excess of $25.0 million in the aggregate for both Projects; and

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be equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash.

Notwithstanding the foregoing, if on the Commercial Operation Date for the later of the Projects to achieve Commercial Operation, the Projects are capable of generating at least 500.00 MW of electricity in the aggregate, the Issuer shall not be obligated to make such prepayment or redemption otherwise required pursuant to this clause (c) if it instead elects to be subject to the provisions of a Permitted Capacity Reduction, including the mandatory redemption required thereunder.

(d) If:

(1) the Obligors receive any Project Contract Termination Proceeds in excess of $25.0 million in the aggregate for both Projects; and

then, within five (5) Business Days thereof or any other applicable event described in Section 3.11 of the Depositary Agreement pursuant to which Project Contract Termination Proceeds are deposited into the Note Redemption Account pursuant to Section 3.11(c)(ii) or (iv) of the Depositary Agreement, the Issuer will direct in writing (which written direction shall specify the amounts of the following transfers) the Depositary Agent to transfer (x) the Note Pro Rata Share of such Project Contract Termination Proceeds or such excess Project Contract Termination Proceeds, as applicable, to the Note Redemption Account and (y) the LC Facility Pro Rata Share (if any) of such Project Contract Termination Proceeds or such excess Project Contract Termination Proceeds, as applicable, to the LC Facility Prepayment Account, which amounts shall be used to redeem or prepay the maximum principal amount of Notes in accordance with the provisions set forth under Section 3.09 of the Indenture and, if required, outstanding LC Facility Obligations (plus all accrued interest on the Notes and outstanding LC Facility Obligations and the amount of all fees and expenses incurred in connection therewith) that may be prepaid or redeemed out of such Project Contract Termination Proceeds or excess Project Contract Termination Proceeds, as the case may be. The redemption price in any such redemption will be equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash.

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the Depositary Agent to transfer (x) the Note Pro Rata Share of such remaining monies to the Note Redemption Account and (y) the LC Facility Pro Rata Share (if any) of such remaining monies to the LC Facility Prepayment Account, which amounts shall be used to redeem or prepay the maximum principal amount of Notes in accordance with the provisions set forth in Section 3.09 of the Indenture and, if required, outstanding LC Facility Obligations (plus all accrued interest on the Notes and outstanding LC Facility Obligations and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be prepaid or redeemed out of such amounts remaining in the Distribution Suspense Account, provided that the Issuer shall be entitled to request that any such amounts may be applied instead to the payment of Project Costs (excluding costs described in clause 7(b) of the definition of Project Costs), operating expenses or other transaction costs. The redemption price in any such redemption will be equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash.

(f) In the event of: (i) any reduction to the Facility Capacity of a Project as a result of the Capacity Test under the EPC Contract for such Project or (ii) the occurrence, at the Commercial Operation Date for such Project, of any situation that would otherwise require a Mandatory Redemption pursuant to Section 4.42 of the Indenture, such Facility Capacity may be reduced on such date in accordance with the terms of such EPC Contract and the PPA for such Project or as otherwise set forth herein and no breach or default under the Financing Documents or any relevant Major Project Contract shall be deemed to have occurred as a result of such reduction or the events giving rise thereto; provided, that, (a) within 30 days after the effective date of such reduction, the Issuer shall have delivered to the Collateral Agent and the Independent Engineer a certificate setting forth the aggregate principal amount of Notes (“ Adjusted Senior Note Amount ”) that could have been issued if such Notes had originally been issued with respect to the Project(s) at such reduced capacity, provided that the Projected Debt Service Coverage Ratio calculated after giving effect to such Project(s) capacity reduction and the Adjusted Senior Note Amount shall equal or exceed the projected minimum Debt Service Coverage Ratios for each annual period during the projected period during the period covered by the Base Case Projections as set forth in the Base Case Projections (as certified by the Independent Engineer), (b) within 60 days after the Issuer’s delivery of the certificate set forth in clause (a), the Issuer shall have redeemed Notes in the aggregate principal amount, if any, by which the then aggregate outstanding principal amount of Notes exceeds the Adjusted Senior Note Amount (the “ Capacity Reduction Payment ”), at a price equal to par, plus accrued and unpaid interest to the date of such redemption, if any, without premium or penalty, in accordance with the provisions set forth in Section 3.09 of the Indenture, (c) the Major Project Contracts otherwise remain in effect with respect to the Project(s) at such reduced capacity, (d) if applicable, all liquidated damages or other payments required to be paid by SunPower Corporation under the EPC Contract(s) in respect of such reduction in capacity have been paid and (e) if applicable, all payments required to be paid by the applicable Project Company under the PPAs have been paid.

(10) DENOMINATIONS, TRANSFER, EXCHANGE . The Notes are in registered form in denominations of $100,000 and integral multiples of $1,000 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuer may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. Holders will be required to pay all taxes due upon transfer, unless the Issuer or any of its Affiliates is a party to the transfer. The Issuer need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Issuer need not exchange or register the

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transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the next succeeding Interest Payment Date.

(11) PERSONS DEEMED OWNERS . The registered Holder of a Note may be treated as the owner of it for all purposes. Only registered Holders have rights under the Indenture.

(12) AMENDMENT, SUPPLEMENT AND WAIVER . Subject to certain exceptions, the Indenture, the Notes or the Guarantee (with respect to the obligations of the Guarantors to the Holders) may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class, and any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium on, if any, or interest, if any, on the Notes, except a payment default resulting from accumulation that has been cured) or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes including Additional Notes, if any, voting as a single class. Without the consent of any Holder, the Indenture or the Notes may be amended or supplemented to cure any ambiguity, defect or inconsistency; to provide for uncertificated Notes in addition to or in place of certificated Notes; to provide for the assumption of any Obligor’s obligations to Holders by a successor to the Issuer pursuant to the Indenture; to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Indenture of any Holder; to conform the text of the Indenture, the Notes, the Guarantees or the Security Documents to any provision of the “Description of the Notes” section of the Issuer’s Offering Memorandum dated June 20, 2013, relating to the initial offering of the Notes; to enter into additional or supplemental Security Documents; to release Collateral in accordance with the terms of the Indenture and the Security Documents; to provide for the issuance of Additional Notes (and the guarantee of such Notes pursuant to the Guarantee) in accordance with the limitations set forth in the Indenture; to allow for any Guarantor to execute a supplemental indenture with respect to the Notes; or to evidence the succession of a new Trustee under the Indenture.

(13) DEFAULTS AND REMEDIES . Each of the following is an Event of Default: (i) the Issuer fails to pay interest on any Note in accordance with the terms of this Indenture within five days after the same becomes due and payable; (ii) the Issuer fails to pay any principal or premium, if any, on any Note after the same becomes due and payable, whether by scheduled maturity, redemption, acceleration or otherwise, or the Issuer fails to offer to redeem or purchase the Notes when required to do so pursuant to Sections 3.09, 3.10, 3.11, 4.15, 4.40, 4.41, 4.42, 4.43 or 4.44 of the Indenture; (iii) any Obligor fails to perform or observe any of the other covenants under the Indenture or any Security Document (other than, in the case of any Security Document, covenants, the breach of which would not reasonably be expected to result in a Material Adverse Effect) and not otherwise specifically provided for elsewhere in the Indenture and does not cure such failure within 30 days after the earlier of its receipt of notice by the Trustee or the Holders of at least 25% of aggregate principal amount of the Notes then outstanding as a single class and its Actual Knowledge thereof; provided that such grace period may be extended to 90 days if such Obligor is taking action reasonably likely to cure such failure to perform; (iv) any Obligor is involved in a Bankruptcy Event; (v) any Obligor shall (a) default in the payment of any principal, interest or other amount when due and after the expiration of any applicable grace period, whether by acceleration or otherwise, in respect of any Obligations under the LC Facility or the Replacement LC Facility in principal amount of $10.0 million or more or (b) default in the performance or observance of any obligation or condition with respect to any other Indebtedness in an aggregate principal amount of $25.0 million or more and the effect of such default is to cause the acceleration of such amounts

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prior to scheduled maturity; (vi) a final judgment or judgments for the payment of money exceeding $25.0 million in the aggregate that are not covered by available insurance as acknowledged in writing by the provider of such insurance or as certified to the Trustee by an insurance consultant shall be entered against any Obligor by one or more courts, administrative tribunals or other bodies having jurisdiction over such Obligor and the same is not paid, discharged or stayed, or for which no bond is posted, for a period of 90 consecutive days after its entry; (vii) the occurrence of an Event of Abandonment continues for more than 30 consecutive days; (viii) subject to clause (ix) below, an event of default shall have occurred under any Major Project Contract other than the PPAs that could reasonably be expected to have a Material Adverse Effect and such event of default shall continue unremedied for a period equal to 60 days; provided, however, that (a) if (1) such event of default cannot be cured within such 60-day period, (2) such event of default is reasonably susceptible of cure within 120 days from such event of default, (3) the defaulting party is proceeding with all requisite diligence and in good faith to cure such failure, (4) such breach or default is the subject of a good faith dispute between the parties (and such parties are utilizing the appropriate dispute resolution procedures set forth in such Major Project Contract) and (5) an extension of such 60-day cure could not reasonably be expected to have a Material Adverse Effect, then the time within which such failure may be cured shall be extended to such date, not to exceed 90 days after the end of the initial 60-day period (for a total of 150 days), as shall be necessary for such party diligently to cure such failure; provided further, however, that notwithstanding the foregoing, the Obligors may replace a Major Project Contract other than the PPAs with a Replacement Project Contract within 120 days; (ix) (A) notwithstanding clause (viii) above, any Major Project Contract other than the PPAs shall terminate or otherwise cease to be valid and binding on any party thereto (except upon expiration in accordance with its terms or full performance by such party of its obligations thereunder and other than a termination of one or more LGIAs or the termination of the EPC Contracts in connection with which each of the Obligors shall have complied with the provisions of Section 3.10 hereof) unless (1) such Obligor replaces such Major Project Contract with a Replacement Project Contract within 120 days after such termination or cessation and (2) such Obligor shall have fully satisfied all of its obligations arising out of such termination or cessation within such 120-day period or (B) any Permit necessary to operate either Project substantially in accordance with the Project Contracts has been revoked or withdrawn where such revocation or withdrawal would reasonably be expected to have a Material Adverse Effect and no replacement Permit has been obtained within 60 days of such revocation or withdrawal; provided that if such replacement Permit cannot be obtained within such 60-day period then the time within which such replacement Permit may be obtained shall be extended to such date, not to exceed 30 days after the end of the initial 60-day period (for a total of 90 days) as long as diligent efforts are undertaken to obtain such replacement Permit; (x) subject to clause (xi) below, an event of default shall have occurred under either of the PPAs that could reasonably be expected to have a Material Adverse Effect and such event of default shall continue unremedied for a period equal to 30 days; provided, however, that (a) if (1) such event of default cannot be cured within such 30-day period, (2) such event of default is reasonably susceptible of cure within 90 days from such event of default, (3) the defaulting party is proceeding with all requisite diligence and in good faith to cure such failure, (4) such breach or default is the subject of a good faith dispute between the parties (and such parties are utilizing the appropriate dispute resolution procedures set forth in the applicable PPA) and (5) an extension of such 30-day cure could not reasonably be expected to have a Material Adverse Effect, then the time within which such failure may be cured shall be extended to such date, not to exceed 60 days after the end of the initial 30-day period (for a total of 90 days), as shall be necessary for such party diligently to cure such failure; provided further, however, that notwithstanding the foregoing, the applicable Obligor may replace a PPA with a Replacement Project Contract within 90 days; (xi) notwithstanding clause (x) above, any PPA shall terminate or otherwise cease to be valid and binding on any party thereto (except upon expiration

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in accordance with its terms or full performance by such party of its obligations thereunder) unless (a) the Obligors that are a party thereto replace such PPA(s) with a Replacement Project Contract within 90 days after such termination or cessation and (b) the Obligors that are a party thereto shall have fully satisfied all of their obligations arising out of such termination or cessation within such 90-day period; (xii) the Lien contained in the Indenture or any of the Security Documents ceases to be effective to grant a perfected Lien to the Collateral Agent on any material portion of the Collateral described therein with the priority purported to be created thereby and such effectiveness and perfection priority is not reinstated or the Obligors have not posted cash collateral to the Collateral Agent in an aggregate amount equal to the replacement value thereof, in each case within 30 days after the time of discovery thereof by such Obligor, except to the extent that any such loss of effectiveness results from the failure of the Collateral Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Security Documents; (xiii) the Indenture, the Guarantee or any Security Document referenced in Section 6.01(m) of the Indenture is declared unenforceable by a Governmental Authority having jurisdiction over any party thereto or the subject matter thereof; (xiv) if, at any time following delivery by the Issuer of an ERISA Notice, (a) any Plan fails to satisfy the minimum funding standards of ERISA or the Internal Revenue Code for any plan year or part thereof or a waiver of such standards or extension of any amortization period is sought or granted under Section 412 of the Internal Revenue Code, (b) a notice of intent to terminate any Plan is or is reasonably expected to be filed with the PBGC or the PBGC institutes proceedings under Section 4042 of ERISA to terminate or appoint a trustee to administer any Plan or the PBGC notifies any Obligor that a Plan may become a subject of any such proceedings, (c) the aggregate “amount of unfunded benefit liabilities” (within the meaning of Section 4001(a)(18) of ERISA) under all Plans, determined in accordance with Title IV of ERISA, exceeds $10.0 million, (d) any Obligor incurs or is reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Internal Revenue Code relating to employee benefit plans, (e) any Obligor withdraws from any Multiemployer Plan in a complete withdrawal or a partial withdrawal, or (f) any Obligor establishes or amends any employee welfare benefit plan that provides post-employment welfare benefits in a manner that would increase the liability of such Obligor thereunder; and any such event or events described in sub-clauses (xiv)(a) through (f) above, either individually or together with any other such event or events, could reasonably be expected to have a Material Adverse Effect; (xv) (a) failure by the Sponsor to contribute the Equity Contribution Amount when due and such failure continues for five Business Days or (b) the Sponsor fails to provide credit support for the obligations under the Equity Contribution Agreement, if required, and such failure continues for 30 days; and (xvi) failure to complete construction of generation capacity of at least 500 MW in the aggregate of the Projects on or before the latest “Commercial Operation Deadline” (as defined in the PPAs for each Project).

In the case of an Event of Default arising from a Bankruptcy Event with respect to any Obligor, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Holders of at least 25% in aggregate principal amount of the then outstanding Notes may require the Trustee to declare all the Notes to be due and payable immediately. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, including the limitations set forth in the Intercreditor Agreement, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. The Trustee may withhold from Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, or interest, if any,) if and so long as a committee of its Responsible Officers in good faith it determines that withholding notice is in the interests of

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the Holders. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, rescind an acceleration or waive an existing Default or Event of Default and its respective consequences under the Indenture except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest, if any, on, the Notes (including in connection with an offer to purchase). The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

(14) TRUSTEE DEALINGS WITH OBLIGORS . The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Obligors or their Affiliates, and may otherwise deal with the Obligors or their Affiliates, as if it were not the Trustee.

(15) NO RECOURSE AGAINST OTHERS . No past, present or future director, officer, employee or incorporator of any Obligor and no equityholder of an Obligor (including any owner of any membership interest in an Obligor), as such, will have any liability for any obligations of the Obligors under the Notes, the Indenture, the Security Documents or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

(16) AUTHENTICATION . This Note will not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

(18) CUSIP NUMBERS . Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP numbers to be printed on the Notes, and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption, and reliance may be placed only on the other identification numbers placed thereon.

The Issuer will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:

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Solar Star Funding, LLC
c/o MidAmerican Energy Holdings Company
666 Grand Avenue, Suite 500
Des Moines, Iowa 50309-2580
Facsimile No.: 515-281-2396
Attention: General Counsel

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ASSIGNMENT FORM

	To assign this Note, fill in the form below:
(I) or (we) assign and transfer this Note to:
		(Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax I.D. no.)




(Print or type assignee’s name, address and zip code)

and irrevocably appoint

to transfer this Note on the books of the Issuer. The agent may substitute another to act for him.

Date:
		Your Signature:
		(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*:

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.15 of the Indenture, check the box below:
¨

If you want to elect to have only part of the Note purchased by the Issuer pursuant to Section 4.15 of the Indenture, state the amount you elect to have purchased:

	$

Date:
	Your Signature:
		(Sign exactly as your name appears on the face of this Note)

	Tax Identification No.:

Signature Guarantee*:

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE *



Date of Exchange	Amount of decrease in Principal Amount of this Global Note	Amount of increase in Principal Amount of this Global Note	Principal Amount of this Global Note following such decrease (or increase)	Signature of authorized officer of Trustee or Custodian

* This schedule should be included only if the Note is issued in global form.

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SCHEDULE 1

SCHEDULE OF PRINCIPAL PAYMENTS

The principal of the Notes will be payable in semi-annual installments, commencing June 30, 2016, pro rata to the registered Holders thereof in accordance with the following schedule:



Payment Date	Percentage of Original Principal Amount Payable	Payment Date	Percentage of Original Principal Amount Payable
June 30, 2016	0.06695%	December 30, 2028	4.29781%
December 30, 2016	2.22225%	June 30, 2029	1.90346%
June 30, 2017	0.18693%	December 30, 2029	4.54198%
December 30, 2017	2.34431%	June 30, 2030	2.11836%
June 30, 2018	0.26861%	December 30, 2030	4.79902%
December 30, 2018	2.47783%	June 30, 2031	2.34613%
June 30, 2019	0.39338%	December 30, 2031	5.06959%
December 30, 2019	2.64054%	June 30, 2032	2.58568%
June 30, 2020	0.51450%	December 30, 2032	5.35438%
December 30, 2020	2.79129%	June 30, 2033	2.84354%
June 30, 2021	0.60556%	December 30, 2033	5.65473%
December 30, 2021	2.93915%	June 30, 2034	3.11476%
June 30, 2022	0.75221%	December 30, 2034	5.97092%
December 30, 2022	3.13005%	June 30, 2035	1.78439%
June 30, 2023	0.90933%
December 30, 2023	3.33146%
June 30, 2024	1.07466%
December 30, 2024	3.54061%
June 30, 2025	1.24528%
December 30, 2025	3.72857%
June 30, 2026	1.33152%
December 30, 2026	3.84557%
June 30, 2027	1.50969%
December 30, 2027	4.06591%
June 30, 2028	1.69909%

This Schedule 1 shall be adjusted in the event of any redemption or purchase of the Notes in part.

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[Face of Regulation S Temporary Global Note]

CUSIP/CINS __________

5.375% Series A Senior Secured Notes due 2035

No. ___ $__________

SOLAR STAR FUNDING, LLC

promises to pay to __________ or registered assigns,

the principal sum of __________________________________________________________ DOLLARS in installments on the dates and in the amounts as set forth in Schedule 1 hereto and made part hereof.

Interest Payment Dates: June 30 and December 30

Record Dates: June 15 and December 15

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Dated: ___________

SOLAR STAR FUNDING, LLC

By:
    Name:
    Title:

This is one of the Notes referred to
in the within-mentioned Indenture:

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee

By:
Authorized Signatory

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[Back of Regulation S Temporary Global Note]
5.375% Series A Senior Secured Notes due 2035

[Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Regulation S Temporary Global Note Legend, if applicable, pursuant provisions of the Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture]

Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months.

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(4) INDENTURE AND SECURITY DOCUMENTS . The Issuer issued the Notes under an Indenture dated as of June 27, 2013 (the “ Indenture ”) between the Issuer and the Trustee. The terms of the Notes include those stated in the Indenture. The Notes are subject to all such terms, and Holders are referred to the Indenture for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are secured obligations of the Issuer, secured on a first priority basis by a security interest in substantially all of the Issuer’s assets, pursuant to the Security Documents referred to in the Indenture. The Indenture does not limit the aggregate principal amount of Notes that may be issued thereunder.

(5) OPTIONAL REDEMPTION .

(b) Unless the Issuer defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.

(7) NO SINKING FUND. The Issuer is not required to make sinking fund payments with respect to the Notes.

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describing the transaction or transactions that Constitute the Change of Control and setting forth the procedures governing the Change of Control Offer as required by the Indenture.

(9) MANDATORY REDEMPTION .

(a) If:

(1) all or a portion of either Project is destroyed, condemned, seized or expropriated,

then, within five (5) Business Days thereof, or any other applicable event described in Section 3.10 of the Depositary Agreement pursuant to which Loss Proceeds are to be deposited into the Note Redemption Account pursuant to Section 3.10(b)(ii), (iii), (v) or 3.10(c)(ii) of the Depositary Agreement, the Issuer will direct in writing (which written direction shall specify the amounts of the following transfers) the Depositary Agent to transfer (x) the Note Pro Rata Share of such Loss Proceeds or such excess or remaining Loss Proceeds, as applicable, to the Note Redemption Account and (y) the LC Facility Pro Rata Share (if any) of such Loss Proceeds or such excess or remaining Loss Proceeds, as applicable, to the LC Facility Prepayment Account, which amounts shall be used to redeem or prepay the maximum principal amount of Notes in accordance with the provisions set forth in Section 3.09 of the Indenture and, if required, outstanding LC Facility Obligations (plus all accrued interest on the Notes and outstanding LC Facility Obligations and the amount of all fees and expenses incurred in connection therewith) that may be redeemed or prepaid out of such Loss Proceeds or excess or remaining Loss Proceeds, as the case may be. The redemption price in any such redemption will be equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash.

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(b) If a Title Event occurs, the applicable Obligor will use Title Event Proceeds to pay or reimburse costs and expenses necessary to remedy the applicable Title Event. Upon the completion of the effort to remedy any Title Event, if the amount of any excess Title Event Proceeds not needed for such purpose is in excess of $25.0 million in the aggregate for both Projects, the Issuer will, within five (5) Business Days following its delivery to the Trustee and the Collateral Agent of an Officer’s Certificate certifying, among other things, the result of the effort to remedy such Title Event, direct in writing (which written direction shall specify the amounts of the following transfers) the Depositary Agent to transfer (x) the Note Pro Rata Share of such excess Title Event Proceeds to the Note Redemption Account and (y) the LC Facility Pro Rata Share (if any) of such excess Title Event Proceeds to the LC Facility Prepayment Account, which amounts shall be used to redeem the maximum principal amount of the Notes in accordance with the provisions set forth in Section 3.09 of the Indenture and, if required, prepay outstanding LC Facility Obligations (plus all accrued interest on the Notes and outstanding LC Facility Obligations and the amount of all fees and expenses, incurred in connection therewith) that may be redeemed or prepaid out of such excess Title Event Proceeds. The redemption price in any such redemption will be equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash.

(1) the applicable Obligors receive any Performance LD Proceeds in excess of $25.0 million in the aggregate for both Projects; and

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LC Facility Obligations and the amount of all fees and expenses incurred in connection therewith) that may be redeemed or prepaid out of such Performance LD Proceeds or excess or remaining Performance LD Proceeds, as the case may be. The redemption price in any such redemption will be equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash.

Notwithstanding the foregoing, if on the Commercial Operation Date for the later of the Projects to achieve Commercial Operation, the Projects are capable of generating at least 500.00 MW of electricity in the aggregate, the Issuer shall not be obligated to make such prepayment or redemption otherwise required pursuant to this clause (c) if it instead elects to be subject to the provisions of a Permitted Capacity Reduction, including the mandatory redemption required thereunder.

(d) If:

(1) the Obligors receive any Project Contract Termination Proceeds in excess of $25.0 million in the aggregate for both Projects; and

then, within five (5) Business Days thereof or any other applicable event described in Section 3.11 of the Depositary Agreement pursuant to which Project Contract Termination Proceeds are deposited into the Note Redemption Account pursuant to Section 3.11(c)(ii) or (iv) of the Depositary Agreement, the Issuer will direct in writing (which written direction shall specify the amounts of the following transfers) the Depositary Agent to transfer (x) the Note Pro Rata Share of such Project Contract Termination Proceeds or such excess Project Contract Termination Proceeds, as applicable, to the Note Redemption Account and (y) the LC Facility Pro Rata Share (if any) of such Project Contract Termination Proceeds or such excess Project Contract Termination Proceeds, as applicable, to the LC Facility Prepayment Account, which amounts shall be used to redeem or prepay the maximum principal amount of Notes in accordance with the provisions set forth under Section 3.09 of the Indenture and, if required, outstanding LC Facility Obligations (plus all accrued interest on the Notes and outstanding LC Facility Obligations and the amount of all fees and expenses incurred in connection therewith) that may be prepaid or redeemed out of such Project Contract Termination Proceeds or excess Project Contract Termination Proceeds, as the case may be. The redemption price in any such redemption will be equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash.

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make a Restricted Payment because the conditions for making such Restricted Payment have not been satisfied, within five Business Days following the eighth consecutive Quarterly Date, the Issuer will direct in writing (which written direction shall specify the amounts of the following transfers) the Depositary Agent to transfer (x) the Note Pro Rata Share of such remaining monies to the Note Redemption Account and (y) the LC Facility Pro Rata Share (if any) of such remaining monies to the LC Facility Prepayment Account, which amounts shall be used to redeem or prepay the maximum principal amount of Notes in accordance with the provisions set forth in Section 3.09 of the Indenture and, if required, outstanding LC Facility Obligations (plus all accrued interest on the Notes and outstanding LC Facility Obligations and the amount of all fees and expenses, including premiums, incurred in connection therewith) that may be prepaid or redeemed out of such amounts remaining in the Distribution Suspense Account, provided that the Issuer shall be entitled to request that any such amounts may be applied instead to the payment of Project Costs (excluding costs described in clause 7(b) of the definition of Project Costs), operating expenses or other transaction costs. The redemption price in any such redemption will be equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to the date of redemption, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date, and will be payable in cash.

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the Issuer or any of its Affiliates is a party to the transfer. The Issuer need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Issuer need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the next succeeding Interest Payment Date.

(11) PERSONS DEEMED OWNERS . The registered Holder of a Note may be treated as the owner of it for all purposes. Only registered Holders have rights under the Indenture.

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principal amount of $10.0 million or more or (b) default in the performance or observance of any obligation or condition with respect to any other Indebtedness in an aggregate principal amount of $25.0 million or more and the effect of such default is to cause the acceleration of such amounts prior to scheduled maturity; (vi) a final judgment or judgments for the payment of money exceeding $25.0 million in the aggregate that are not covered by available insurance as acknowledged in writing by the provider of such insurance or as certified to the Trustee by an insurance consultant shall be entered against any Obligor by one or more courts, administrative tribunals or other bodies having jurisdiction over such Obligor and the same is not paid, discharged or stayed, or for which no bond is posted, for a period of 90 consecutive days after its entry; (vii) the occurrence of an Event of Abandonment continues for more than 30 consecutive days; (viii) subject to clause (ix) below, an event of default shall have occurred under any Major Project Contract other than the PPAs that could reasonably be expected to have a Material Adverse Effect and such event of default shall continue unremedied for a period equal to 60 days; provided, however, that (a) if (1) such event of default cannot be cured within such 60-day period, (2) such event of default is reasonably susceptible of cure within 120 days from such event of default, (3) the defaulting party is proceeding with all requisite diligence and in good faith to cure such failure, (4) such breach or default is the subject of a good faith dispute between the parties (and such parties are utilizing the appropriate dispute resolution procedures set forth in such Major Project Contract) and (5) an extension of such 60-day cure could not reasonably be expected to have a Material Adverse Effect, then the time within which such failure may be cured shall be extended to such date, not to exceed 90 days after the end of the initial 60-day period (for a total of 150 days), as shall be necessary for such party diligently to cure such failure; provided further, however, that notwithstanding the foregoing, the Obligors may replace a Major Project Contract other than the PPAs with a Replacement Project Contract within 120 days; (ix) (A) notwithstanding clause (viii) above, any Major Project Contract other than the PPAs shall terminate or otherwise cease to be valid and binding on any party thereto (except upon expiration in accordance with its terms or full performance by such party of its obligations thereunder and other than a termination of one or more LGIAs or the termination of the EPC Contracts in connection with which each of the Obligors shall have complied with the provisions of Section 3.10 hereof) unless (1) such Obligor replaces such Major Project Contract with a Replacement Project Contract within 120 days after such termination or cessation and (2) such Obligor shall have fully satisfied all of its obligations arising out of such termination or cessation within such 120-day period or (B) any Permit necessary to operate either Project substantially in accordance with the Project Contracts has been revoked or withdrawn where such revocation or withdrawal would reasonably be expected to have a Material Adverse Effect and no replacement Permit has been obtained within 60 days of such revocation or withdrawal; provided that if such replacement Permit cannot be obtained within such 60-day period then the time within which such replacement Permit may be obtained shall be extended to such date, not to exceed 30 days after the end of the initial 60-day period (for a total of 90 days) as long as diligent efforts are undertaken to obtain such replacement Permit; (x) subject to clause (xi) below, an event of default shall have occurred under either of the PPAs that could reasonably be expected to have a Material Adverse Effect and such event of default shall continue unremedied for a period equal to 30 days; provided, however, that (a) if (1) such event of default cannot be cured within such 30-day period, (2) such event of default is reasonably susceptible of cure within 90 days from such event of default, (3) the defaulting party is proceeding with all requisite diligence and in good faith to cure such failure, (4) such breach or default is the subject of a good faith dispute between the parties (and such parties are utilizing the appropriate dispute resolution procedures set forth in the applicable PPA) and (5) an extension of such 30-day cure could not reasonably be expected to have a Material Adverse Effect, then the time within which such failure may be cured shall be extended to such date, not to exceed 60 days after the end of the initial 30-day period (for a total of 90 days), as shall be necessary for such party diligently to cure such failure; provided further,

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however, that notwithstanding the foregoing, the applicable Obligor may replace a PPA with a Replacement Project Contract within 90 days; (xi) notwithstanding clause (x) above, any PPA shall terminate or otherwise cease to be valid and binding on any party thereto (except upon expiration in accordance with its terms or full performance by such party of its obligations thereunder) unless (a) the Obligors that are a party thereto replace such PPA(s) with a Replacement Project Contract within 90 days after such termination or cessation and (b) the Obligors that are a party thereto shall have fully satisfied all of their obligations arising out of such termination or cessation within such 90-day period; (xii) the Lien contained in the Indenture or any of the Security Documents ceases to be effective to grant a perfected Lien to the Collateral Agent on any material portion of the Collateral described therein with the priority purported to be created thereby and such effectiveness and perfection priority is not reinstated or the Obligors have not posted cash collateral to the Collateral Agent in an aggregate amount equal to the replacement value thereof, in each case within 30 days after the time of discovery thereof by such Obligor, except to the extent that any such loss of effectiveness results from the failure of the Collateral Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Security Documents; (xiii) the Indenture, the Guarantee or any Security Document referenced in Section 6.01(m) of the Indenture is declared unenforceable by a Governmental Authority having jurisdiction over any party thereto or the subject matter thereof; (xiv) if, at any time following delivery by the Issuer of an ERISA Notice, (a) any Plan fails to satisfy the minimum funding standards of ERISA or the Internal Revenue Code for any plan year or part thereof or a waiver of such standards or extension of any amortization period is sought or granted under Section 412 of the Internal Revenue Code, (b) a notice of intent to terminate any Plan is or is reasonably expected to be filed with the PBGC or the PBGC institutes proceedings under Section 4042 of ERISA to terminate or appoint a trustee to administer any Plan or the PBGC notifies any Obligor that a Plan may become a subject of any such proceedings, (c) the aggregate “amount of unfunded benefit liabilities” (within the meaning of Section 4001(a)(18) of ERISA) under all Plans, determined in accordance with Title IV of ERISA, exceeds $10.0 million, (d) any Obligor incurs or is reasonably expected to incur any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Internal Revenue Code relating to employee benefit plans, (e) any Obligor withdraws from any Multiemployer Plan in a complete withdrawal or a partial withdrawal, or (f) any Obligor establishes or amends any employee welfare benefit plan that provides post-employment welfare benefits in a manner that would increase the liability of such Obligor thereunder; and any such event or events described in sub-clauses (xiv)(a) through (f) above, either individually or together with any other such event or events, could reasonably be expected to have a Material Adverse Effect; (xv) (a) failure by the Sponsor to contribute the Equity Contribution Amount when due and such failure continues for five Business Days or (b) the Sponsor fails to provide credit support for the obligations under the Equity Contribution Agreement, if required, and such failure continues for 30 days; and (xvi) failure to complete construction of generation capacity of at least 500 MW in the aggregate of the Projects on or before the latest “Commercial Operation Deadline” (as defined in the PPAs for each Project).

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Holders notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, or interest, if any,) if and so long as a committee of its Responsible Officers in good faith it determines that withholding notice is in the interests of the Holders. The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of all of the Holders, rescind an acceleration or waive an existing Default or Event of Default and its respective consequences under the Indenture except a continuing Default or Event of Default in the payment of principal of, premium on, if any, or interest, if any, on, the Notes (including in connection with an offer to purchase). The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

(16) AUTHENTICATION . This Note will not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

The Issuer will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:

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Solar Star Funding, LLC
c/o MidAmerican Energy Holdings Company
666 Grand Avenue, Suite 500
Des Moines, Iowa 50309-2580
Facsimile No.: 515-281-2396
Attention: General Counsel

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ASSIGNMENT FORM

	To assign this Note, fill in the form below:
(I) or (we) assign and transfer this Note to:
		(Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax I.D. no.)




(Print or type assignee’s name, address and zip code)

and irrevocably appoint

to transfer this Note on the books of the Issuer. The agent may substitute another to act for him.

Date:
		Your Signature:
		(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*:

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.15 of the Indenture, check the box below:
¨

If you want to elect to have only part of the Note purchased by the Issuer pursuant to Section 4.15 of the Indenture, state the amount you elect to have purchased:

	$

Date:
	Your Signature:
		(Sign exactly as your name appears on the face of this Note)

	Tax Identification No.:

Signature Guarantee*:

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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SCHEDULE OF EXCHANGES OF INTERESTS IN THE REGULATION S TEMPORARY GLOBAL NOTE



Date of Exchange	Amount of decrease in Principal Amount of this Global Note	Amount of increase in Principal Amount of this Global Note	Principal Amount of this Global Note following such decrease (or increase)	Signature of authorized officer of Trustee or Custodian

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SCHEDULE 1

SCHEDULE OF PRINCIPAL PAYMENTS

The principal of the Notes will be payable in semi-annual installments, commencing June 30, 2016, pro rata to the registered Holders thereof in accordance with the following schedule:



Payment Date	Percentage of Original Principal Amount Payable	Payment Date	Percentage of Original Principal Amount Payable
June 30, 2016	0.06695%	December 30, 2028	4.29781%
December 30, 2016	2.22225%	June 30, 2029	1.90346%
June 30, 2017	0.18693%	December 30, 2029	4.54198%
December 30, 2017	2.34431%	June 30, 2030	2.11836%
June 30, 2018	0.26861%	December 30, 2030	4.79902%
December 30, 2018	2.47783%	June 30, 2031	2.34613%
June 30, 2019	0.39338%	December 30, 2031	5.06959%
December 30, 2019	2.64054%	June 30, 2032	2.58568%
June 30, 2020	0.51450%	December 30, 2032	5.35438%
December 30, 2020	2.79129%	June 30, 2033	2.84354%
June 30, 2021	0.60556%	December 30, 2033	5.65473%
December 30, 2021	2.93915%	June 30, 2034	3.11476%
June 30, 2022	0.75221%	December 30, 2034	5.97092%
December 30, 2022	3.13005%	June 30, 2035	1.78439%
June 30, 2023	0.90933%
December 30, 2023	3.33146%
June 30, 2024	1.07466%
December 30, 2024	3.54061%
June 30, 2025	1.24528%
December 30, 2025	3.72857%
June 30, 2026	1.33152%
December 30, 2026	3.84557%
June 30, 2027	1.50969%
December 30, 2027	4.06591%
June 30, 2028	1.69909%

This Schedule 1 shall be adjusted in the event of any redemption or purchase of the Notes in part.

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EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

Solar Star Funding, LLC
[ ]
[ ]

[ Registrar address block ]

Re: 5.375% Series A Senior Secured Notes due 2035

Reference is hereby made to the Indenture, dated as of June 27, 2013 (the “ Indenture ”), among Solar Star Funding, LLC, as Issuer (the “ issuer ”), Guarantors (as defined therein) and Wells Fargo Bank, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

___________________, (the “ Transferor ”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $___________ in such Note[s] or interests (the “ Transfer ”), to ___________________________ (the “ Transferee ”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1. ¨ Check if Transferee will take delivery of a beneficial interest in the 144A Global Note or a Restricted Definitive Note pursuant to Rule 144A . The Transfer is being effected pursuant to and in accordance with Rule 144A under the Securities Act of 1933, as amended (the “ Securities Act ”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A, and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act.

2. ¨ Check if Transferee will take delivery of a beneficial interest in the Regulation S Temporary Global Note, the Regulation S Permanent Global Note or a Restricted Definitive Note pursuant to Regulation S . The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a Person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act [and/,] (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act [and (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser)]. Upon consummation of the proposed

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transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Permanent Global Note, the Regulation S Temporary Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act.

3. ¨ Check and complete if Transferee will take delivery of a beneficial interest in a Restricted Definitive Note pursuant to any provision of the Securities Act other than Rule 144A or Regulation S . The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):

(a) ¨ such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act;

(b) ¨ such Transfer is being effected to the Issuer or a subsidiary thereof;

(c) ¨ such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act;

4. ¨ Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive Note .

(a) ¨ Check if Transfer is pursuant to Rule 144 . (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

(b) ¨ Check if Transfer is Pursuant to Regulation S . (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

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This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer.

    [Insert Name of Transferor]

By:
    Name:
    Title:

Dated: _______________________

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ANNEX A TO CERTIFICATE OF TRANSFER

1. The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

(a) ¨ a beneficial interest in the:

(i) ¨ 144A Global Note (CUSIP _________), or

(ii) ¨ Regulation S Global Note (CUSIP _________), or

(b) ¨ a Restricted Definitive Note.

2. After the Transfer the Transferee will hold:

[CHECK ONE]

(a) ¨ a beneficial interest in the:

(i) ¨ 144A Global Note (CUSIP _________), or

(ii) ¨ Regulation S Global Note (CUSIP _________), or

(iii) ¨ Unrestricted Global Note (CUSIP _________); or

(b) ¨ a Restricted Definitive Note; or

in accordance with the terms of the Indenture.

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NY\5800144.17

EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

Solar Star Funding, LLC
[ ]
[ ]

[ Registrar address block ]

Re: 5.375% Series A Senior Secured Notes due 2035

(CUSIP [ ])

Reference is hereby made to the Indenture, dated as of June 27, 2013 (the “ Indenture ”), among Solar Star Funding, LLC, as Issuer (the “ Issuer ”), Guarantors (as defined therein) and Wells Fargo Bank, National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

__________________________, (the “ Owner ”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $____________ in such Note[s] or interests (the “ Exchange ”). In connection with the Exchange, the Owner hereby certifies that:

1. Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note

(a) ¨ Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note . In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the Securities Act of 1933, as amended (the “ Securities Act ”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(b) ¨ Check if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted Definitive Note . In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(c) ¨ Check if Exchange is from Restricted Definitive Note to beneficial interest in an Unrestricted Global Note . In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in

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accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(d) ¨ Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note . In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

2. Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes

(a) ¨ Check if Exchange is from beneficial interest in a Restricted Global Note to Restricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act.

(b) ¨ Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note . In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] ¨ 144A Global Note or ¨ Regulation S Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.

This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer.

    [Insert Name of Transferor]

By:
    Name:
    Title:

Dated: ______________________

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EXHIBIT D

Solar Star Funding, LLC Projects
Projected Operating Results

Sensitivity A - Reduced Energy Sales (P90)



Year Ending December 31 ,	2015 (1)			2016		2017		2018		2019		2020		2021		2022		2023		2024		2025
PERFORMANCE
Capacity (MW-DC)(1)	747			747		747		747		747		747		747		747		747		747		747
PPA Contract Capacity (MW-AC)(2)	579			579		579		579		579		579		579		579		579		579		579
Availability (3)	99.0		%	99.0	%	99.0	%	99.0	%	99.0	%	99.0	%	99.0	%	99.0	%	99.0	%	99.0	%	99.0	%
Degradation (%)(4)	0.50		%	0.50	%	0.50	%	0.50	%	0.50	%	0.50	%	0.50	%	0.50	%	0.50	%	0.50	%	0.50	%
Net Generation (MWh)(5)	175,953			1,655,788		1,647,438		1,639,091		1,630,743		1,622,376		1,614,026		1,605,679		1,597,332		1,588,964		1,580,615
Capacity Factor (%)	32.7		%	32.6	%	32.5	%	32.3	%	32.1	%	32.0	%	31.8	%	31.6	%	31.5	%	31.3	%	31.2	%
PPA Base Energy Sales (MWh)	175,953			1,655,788		1,647,438		1,639,091		1,630,743		1,622,376		1,614,026		1,605,679		1,597,332		1,588,964		1,580,615
COMMODITY PRICES
General Inflation (%)(6)	2.30			2.30		2.30		2.30		2.30		2.30		2.30		2.30		2.30		2.30		2.30
Contract Electricity
Base Energy Price ($/MWh)		$80.45		80.45		82.46		84.52		86.64		88.80		91.02		93.30		95.63		98.02		100.47
OPERATING REVENUES ($000)
Contract Revenue (7)		$13,328		174,264		177,720		181,240		184,825		188,473		192,191		195,977		199,832		203,754		207,751
Total Operating Revenues		$13,328		174,264		177,720		181,240		184,825		188,473		192,191		195,977		199,832		203,754		207,751
OPERATING EXPENSES ($000)(8)
Operations & Maintenance		$1,955		12,001		12,277		12,559		12,848		13,143		13,446		13,755		14,071		14,395		14,726
Major Maintenance		$21		343		1,312		2,272		2,425		3,176		4,544		4,680		4,821		4,998		5,408
Interconnection Facility Maintenance		$46		284		291		297		304		311		318		326		333		341		349
Contingency		$164		1,006		1,029		1,053		1,077		1,102		1,127		1,153		1,179		1,206		1,234
Utilities		$6		37		38		39		40		40		41		42		43		44		45
Owner Fees
Property Tax		$172		1,088		1,095		1,102		1,109		1,115		1,123		1,130		1,138		1,144		1,152
LA County Franchise Fee		$0		3		3		3		3		3		3		3		3		3		3
Kern County Public Protection Fee		$2		15		15		16		16		16		17		17		17		18		18
Insurance		$597		3,793		3,852		3,913		3,975		4,038		4,102		4,168		4,236		4,304		4,374
Sponsor Overhead		$328		2,012		2,058		2,105		2,154		2,203		2,254		2,306		2,359		2,413		2,468
Administrative Fees	$42			259		265		272		278		284		291		297		304		311		318
Total Operating Expenses		$3,333		20,841		22,235		23,631		24,229		25,431		27,266		27,877		28,504		29,177		30,095
NET OPERATING REVENUES ($000)		$9,995		153,423		155,485		157,609		160,596		163,042		164,925		168,100		171,328		174,577		177,656
ANNUAL DEBT SERVICE ($000)
Series A Secured Notes (9)
Balance Outstanding		$1,000,000		1,000,000		977,108		951,796		924,331		893,992		860,934		825,487		786,664		744,257		698,104
Principal		$0		22,892		25,312		27,464		30,339		33,058		35,447		38,823		42,408		46,153		49,739
Interest		$0		53,732		52,469		51,087		49,577		47,914		46,112		44,168		42,039		39,715		37,188
Additional Senior Secured Notes (10)
Balance Outstanding		$281,220		281,220		274,782		267,664		259,940		251,408		242,112		232,143		221,225		209,300		196,320
Principal		$0		6,438		7,118		7,724		8,532		9,297		9,968		10,918		11,926		12,979		13,988
Interest		$0		15,813		15,442		15,035		14,591		14,101		13,571		12,999		12,372		11,688		10,945
Letter-of-Credit Fees (11)	$0			5,745		5,767		5,785		5,797		5,818		,844		5,861		5,885		5,888		5,902
Total Debt Service		$0		104,620		106,108		107,095		108,836		110,188		110,943		112,768		114,630		116,423		117,761
ANNUAL DEBT SERVICE COVERAGE RATIO (12)	N/A			1.47		1.47		1.47		1.48		1.48		1.49		1.49		1.49		1.50		1.51
AVERAGE DEBT SERVICE COVERAGE RATIO (13)	1.56

D-1



Year Ending December 31,	2026			2027		2028		2029		2030		2031		2032		2033		2034		2035
PERFORMANCE
Capacity (MW-DC)(1)	747			747		747		747		747		747		747		747		747		747
PPA Contract Capacity (MW-AC)(2)	579			579		579		579		579		579		579		579		579		579
Availability (3)	99.0		%	99.0	%	99.0	%	99.0	%	99.0	%	99.0	%	99.0	%	99.0	%	99.0	%	99.0	%
Degradation (%)(4)	0.50		%	0.50	%	0.50	%	0.50	%	0.50	%	0.50	%	0.50	%	0.50	%	0.50	%	0.50	%
Net Generation (MWh)(5)	1,572,267			1,563,920		1,555,553		1,547,203		1,538,856		1,530,509		1,522,141		1,513,791		1,505,444		769,521
Capacity Factor (%)	31.0		%	30.8	%	30.7	%	30.5	%	30.3	%	30.2	%	30.0	%	29.8	%	29.7	%	29.5	%
PPA Base Energy Sales (MWh)	1,572,267			1,563,920		1,555,553		1,547,203		1,538,856		1,530,509		1,522,141		1,513,791		1,505,444		769,521
COMMODITY PRICES
General Inflation (%)(6)	2.30			2.30		2.30		2.30		2.30		2.30		2.30		2.30		2.30		2.30
Contract Electricity		$102.98		105.56		108.20		110.90		113.67		116.52		119.43		122.42		125.48		128.61
Base Energy Price ($/MWh)
OPERATING REVENUES ($000)
Contract Revenue (7)		$211,820		215,962		220,177		224,470		228,840		233,289		237,813		242,421		247,112		111,461
Total Operating Revenues		$211,820		215,962		220,177		224,470		228,840		233,289		237,813		242,421		247,112		111,461
OPERATING EXPENSES ($000)(8)
Operations & Maintenance		$15,065		15,411		15,766		16,128		16,499		16,879		17,267		17,664		18,070		9,243
Major Maintenance		$6,058		6,240		6,427		6,620		6,819		7,023		7,234		7,451		7,675		3,952
Interconnection Facility Maintenance		$357		365		373		382		391		400		409		418		428		219
Contingency		$1,263		1,292		1,321		1,352		1,383		1,415		1,447		1,480		1,514		775
Utilities		$46		47		48		50		51		52		53		54		56		28
Owner Fees
Property Tax		$1,159		1,166		1,174		1,181		1,188		1,195		1,203		1,210		1,218		613
LA County Franchise Fee		$3		3		3		3		3		4		4		4		4		2
Kern County Public Protection Fee		$19		19		20		20		20		21		21		22		22		11
Insurance		$4,447		4,520		4,595		4,673		4,751		4,831		4,913		4,997		5,083		2,540
Sponsor Overhead		$2,525		2,583		2,643		2,703		2,766		2,829		2,894		2,961		3,029		1,549
Administrative Fees	$326			333		341		349		357		365		373		382		391		200
Total Operating Expenses		$31,268		31,979		32,711		33,461		34,228		35,014		35,818		36,643		37,490		19,132
NET OPERATING REVENUES ($000)		$180,552		183,983		187,466		191,009		194,612		198,275		201,995		205,778		209,622		92,329
ANNUAL DEBT SERVICE ($000)
Series A Secured Notes (9)
Balance Outstanding		$648,365		596,594		540,838		480,869		416,415		347,241		273,084		193,683		108,701		17,844
Principal		$51,771		55,756		59,969		64,454		69,174		74,157		79,401		84,983		90,857		17,844
Interest		$34,492		31,661		28,613		25,335		21,813		18,034		13,983		9,646		5,006		480
Additional Senior Secured Notes (10)
Balance Outstanding		$182,333		167,774		152,094		135,230		117,104		97,651		76,796		54,467		30,568		5,018
Principal		$14,559		15,680		16,864		18,126		19,453		20,855		22,329		23,899		25,551		5,018
Interest		$10,151		9,318		8,421		7,456		6,420		5,307		4,115		2,839		1,473		141
Letter-of-Credit Fees (11)	$5,921			5,937		5,953		5,969		6,019		6,035		6,052		6,056		6,060		2,555
Total Debt Service		$116,893		118,351		119,820		121,340		122,878		124,388		125,880		127,422		128,946		26,038
ANNUAL DEBT SERVICE COVERAGE RATIO (12)	1.54			1.55		1.56		1.57		1.58		1.59		1.60		1.61		1.63		3.55
AVERAGE DEBT SERVICE COVERAGE RATIO (13)	1.56

D-2

EXHIBIT D

Footnotes to Exhibit D


1.	Reflects partial year beginning October 31, 2015.


2.	Represents the maximum utilized capacity available for the PPA.


3.	Assumed to be equal to 99 percent.


4.	Annual degradation assumed to equal 0.50 percent per year.


5.	The net generation after curtailment is based on the P90 energy estimate.


6.	General inflation rate based on projections prepared by Blue Chip Economic Indicator, Inc.


7.	Average power revenue equal to the PPA contract price as estimated by the Project Companies to be generated and sold over six time-of-use periods, which reflects the weighted average of the time-of-day factors for on-peak, mid-peak, off-peak, and super off-peak time periods pursuant to the PPA.


8.	Operating costs as estimated by Project Companies and escalated at the assumed rate of change in general inflation, except as described herein.

Based on a principal amount of the Series A Secured Notes of $1,000,000,000, as reported by the Project Companies. Interest payments on the Series A Secured Notes are due each June 30 and December 30 beginning December 30, 2013 and are to be accrued over the six months prior to the due date. Interest on the Series A Secured Notes is assumed to be equal to 5.375 percent, as reported by the Project Companies. The interest on the Series A Secured Notes has been assumed to be funded from the proceeds of the Series A Secured Notes and the Equity Contribution Agreement through December 31, 2015, as reported by the Project Companies.

10.

Assumes issuance of the Additional Senior Secured Notes on January 31, 2014, as estimated by the Project Companies. The principal amount of the Additional Senior Secured Notes is assumed to be $281,220,000, as estimated by the Project Companies. Interest payments on the Additional Senior Secured Notes are assumed by the Project Companies to be due each June 30 and December 30 beginning June 30, 2014 and are to be accrued over the six months prior to the due date. Interest on the Additional Senior Secured Notes is assumed to be equal to 5.63 percent, as estimated by the Joint Book-Running Managers. The interest on the Additional Senior Secured Notes has been assumed to be funded from the proceeds of the Additional Senior Secured Notes and the Equity Contribution Agreement through December 31, 2015, as estimated by the Project Companies.

11.

As defined in the Indenture, debt service includes letter-of-credit fees. Includes the interest and fees associated with letters of credits related to the two PPAs, two LGIAs, the restoration reserve fund, the operations and maintenance reserve fund, and the debt service reserve fund. The letter-of-credit commitment amounts are reported by the Project Companies to be equal to $195,000,000 for the PPA letter-of-credit, $2,400,000 for the LGIA letters-of-credit and $13,570,000,000 for the restoration reserve letters-of-credit. The Project Companies have also estimated the letters-of-credit commitment on the operations and maintenance reserve from the first contract year through

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December 2022 to be equal to $11,000,000 through December 2022 and thereafter equal to $12,500,000 through 2029 and $14,500,000 through the term of the Series A Secured Notes. The commitment on the letters-of-credit for the debt service reserve fund is equal to $80,000,000 through December 31, 2029 and thereafter equal to $82,500,000 through the term of the Series A Secured Notes.


12.	Annual debt service coverage ratio is defined in the Indenture to be equal to the annual operating revenue divided by the debt service on the Notes, including letter-of-credit fees.


13.	Average debt service coverage ratio is equal to the annual operating revenue over the term of the Series A Secured Notes divided by the annual debt service on the Notes, including letter-of-credit fees, over the same period.

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EXHIBIT E

MAJOR PROJECT CONTRACTS


1.	Engineering, Procurement and Construction Agreement, dated as of December 28, 2012, by and between SS1 Company and SunPower Corporation, Systems (the “ SS1 EPC Contract ”).


2.	Engineering, Procurement and Construction Agreement, dated as of December 28, 2012, by and between SS2 Company and SunPower Corporation, Systems (the “ SS2 EPC Contract ” and together with the SS1 EPC Contract, collectively, the “ EPC Contracts ”).


3.	Guaranty Agreement, dated as of December 28, 2012, by and between SunPower Corporation and SS1 Company.


4.	Guaranty Agreement, dated as of December 28, 2012, by and between SunPower Corporation and SS2 Company.


5.	The EPC Letters of Credit (as defined in the Reimbursement Agreement).


6.	Management, Operation and Maintenance Agreement, dated as of December 28, 2012, by and between SS1 Company and SunPower Corporation, Systems.


7.	Management, Operation and Maintenance Agreement, dated as of December 28, 2012, by and between SS2 Company and SunPower Corporation, Systems.

Renewable Power Purchase and Sale Agreement, dated as of December 30, 2010, between SS1 Company and Southern California Edison Company, as amended and modified by that certain Amendment No. 1 to the Renewable Power Purchase and Sale Agreement, dated as of February 15, 2011, that certain letter agreement dated December 30, 2010, by that certain Consent to Assignment of Membership Interest, by and among SS1 Company, SunPower Corporation, SunPower Corporation, Systems and SS1 Company Owner and that certain Amendment No. 2 to the Renewable Power Purchase and Sale Agreement, dated as of December 28, 2012 (the “ SS1 PPA ”).

Renewable Power Purchase and Sale Agreement, dated as of January 5, 2011, between SS2 Company and Southern California Edison Company, as amended and modified by that certain Amendment No. 1 to the Renewable Power Purchase and Sale Agreement, dated as of February 15, 2011, that certain letter agreement dated January 3, 2011, that certain Consent to Assignment of Membership Interest, by and among SS2 Company, SunPower Corporation, SunPower Corporation, Systems and SS2 Company Owner and that certain Amendment No. 2 to the Renewable Power Purchase and Sale Agreement, dated as of December 28, 2012 (the “ SS2 PPA ” and together with the SS1 PPA, collectively, the “ PPAs ”).


10.	Standard Large Generator Interconnection Agreement, with an effective date of December 1, 2011, by and among SS1 Company, Southern California Edison Company and California Independent System Operator Corporation.


11.	Standard Large Generator Interconnection Agreement, with an effective date of December 6, 2011, by and among SS2 Company, Southern California Edison Company and California Independent System Operator Corporation.

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12.	SunPower Limited Product and Power Warranty for PV Modules, dated as of December 28, 2012, by and between SunPower Corporation and SS1 Company.


13.	SunPower Limited Product and Power Warranty for PV Modules, dated as of December 28, 2012, by and between SunPower Corporation and SS2 Company.


14.	Performance Guaranty Agreement, dated as of December 28, 2012, by and between SunPower Corporation, Systems and SS1 Company (the “ SS1 Performance Guaranty Agreement ”).


15.	Performance Guaranty Agreement, dated as of December 28, 2012, by and between SunPower Corporation, Systems and SS2 Company (the “ SS2 Performance Guaranty Agreement ” and together with the SS1 Performance Guaranty Agreement, collectively, the “ Performance Guaranty Agreements ”).


16.	Gen-Tie Line Facilities Easement Cotenancy Agreement, dated as of July 28, 2011, among AV Solar Ranch 1, LLC, Kingbird Solar, LLC (formerly known as AV Solar Ranch 2, LLC, as assignee of a 14% undivided cotenancy interest from AV Solar Ranch 1, LLC), SS1 Company (as assignee of Whirlwind Solar Star, LLC) and Antelope Valley Water Storage LLC.

17.

Shared Facilities Common Ownership Agreement dated as of July 28, 2011, among AV Solar Ranch 1, LLC, Kingbird Solar, LLC (formerly known as AV Solar Ranch 2, LLC, as assignee of a 14% undivided cotenancy interest from AV Solar Ranch 1, LLC) and SS1 Company (as assignee of Whirlwind Solar Star, LLC), as modified by that Agreement on Shared Facilities Common Ownership Agreement, dated as of December 19, 2012, by and among Whirlwind Solar Star, LLC, First Solar Electric (California), Inc., a California corporation, AV Solar Ranch 1, LLC and SS1 Company .

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EXHIBIT 15

August 2, 2013

MidAmerican Energy Holdings Company

Des Moines, Iowa

We have reviewed, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the unaudited consolidated interim financial information of MidAmerican Energy Holdings Company and subsidiaries for the periods ended June 30, 2013 and 2012 , as indicated in our report dated August 2, 2013 ; because we did not perform an audit, we expressed no opinion on that information.

We are aware that our report referred to above, which is included in your Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 , is incorporated by reference in Registration Statement No. 333-147957 on Form S-8.

We also are aware that the aforementioned report, pursuant to Rule 436(c) under the Securities Act of 1933, is not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act.

/s/ Deloitte & Touche LLP

Des Moines, Iowa

EXHIBIT 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Gregory E. Abel, certify that:


1.	I have reviewed this Quarterly Report on Form 10-Q of MidAmerican Energy Holdings Company;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date: August 2, 2013	/s/ Gregory E. Abel
	Gregory E. Abel
	Chairman, President and Chief Executive Officer
	(principal executive officer)

EXHIBIT 31.2

CERTIFICATION PURSUANT TO

SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Patrick J. Goodman, certify that:


1.	I have reviewed this Quarterly Report on Form 10-Q of MidAmerican Energy Holdings Company;


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date: August 2, 2013	/s/ Patrick J. Goodman
	Patrick J. Goodman
	Executive Vice President and Chief Financial Officer
	(principal financial officer)

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

I, Gregory E. Abel, Chairman, President and Chief Executive Officer of MidAmerican Energy Holdings Company (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to the best of my knowledge:


(1)	the Quarterly Report on Form 10-Q of the Company for the quarterly period ended June 30, 2013 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and


(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.



Date: August 2, 2013	/s/ Gregory E. Abel
	Gregory E. Abel
	Chairman, President and Chief Executive Officer
	(principal executive officer)

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

I, Patrick J. Goodman, Executive Vice President and Chief Financial Officer of MidAmerican Energy Holdings Company (the "Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to the best of my knowledge:


(1)	the Quarterly Report on Form 10-Q of the Company for the quarterly period ended June 30, 2013 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and


(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.



Date: August 2, 2013	/s/ Patrick J. Goodman
	Patrick J. Goodman
	Executive Vice President and Chief Financial Officer
	(principal financial officer)

EXHIBIT 95

MINE SAFETY VIOLATIONS AND OTHER LEGAL MATTER DISCLOSURES

PURSUANT TO SECTION 1503(a) OF THE DODD-FRANK WALL STREET

REFORM AND CONSUMER PROTECTION ACT

PacifiCorp and its subsidiaries operate certain coal mines and coal processing facilities (collectively, the "mining facilities") that are regulated by the Federal Mine Safety and Health Administration ("MSHA") under the Federal Mine Safety and Health Act of 1977 (the "Mine Safety Act"). MSHA inspects PacifiCorp's mining facilities on a regular basis. The total number of reportable Mine Safety Act citations, orders, assessments and legal actions for the three-month period ended June 30, 2013 are summarized in the table below and are subject to contest and appeal. The severity and assessment of penalties may be reduced or, in some cases, dismissed through the contest and appeal process. Amounts are reported regardless of whether PacifiCorp has challenged or appealed the matter. Coal reserves that are not yet mined and mines that are closed or idled are not included in the information below as no reportable events occurred at those locations during the three-month period ended June 30, 2013 . There were no mining-related fatalities during the three-month period ended June 30, 2013 . PacifiCorp has not received any notice of a pattern, or notice of the potential to have a pattern, of violations of mandatory health or safety standards that are of such nature as could have significantly and substantially contributed to the cause and effect of coal or other mine health or safety hazards under Section 104(e) of the Mine Safety Act during the three-month period ended June 30, 2013 .



	Mine Safety Act							Legal Actions
						Total
	Section 104				Section	Value of
	Significant		Section		107(a)	Proposed		Pending
	and	Section	104(d)	Section	Imminent	MSHA		as of Last	Instituted	Resolved
	Substantial	104(b)	Citations/	110(b)(2)	Danger	Assessments		Day of	During	During
Mining Facilities	Citations ⁽¹⁾	Orders ⁽²⁾	Orders ⁽³⁾	Violations ⁽⁴⁾	Orders ⁽⁵⁾	(in thousands)		Period ⁽⁶⁾	Period	Period

Deer Creek	3	1	—	—	—	$	50	9	7	4
Bridger (surface)	—	—	—	—	—	4		5	2	—
Bridger (underground)	4	—	—	—	—	131		21	3	5
Cottonwood Preparatory Plant	—	—	—	—	—	—		—	—	—
Wyodak Coal Crushing Facility	—	—	—	—	—	—		—	—	—


(1)	Citations for alleged violations of mandatory health and safety standards that could significantly or substantially contribute to the cause and effect of a safety or health hazard under Section 104 of the Mine Safety Act.


(2)	For alleged failure to totally abate the subject matter of a Mine Safety Act Section 104(a) citation within the period specified in the citation.


(3)	For an alleged unwarrantable failure (i.e., aggravated conduct constituting more than ordinary negligence) to comply with a mandatory health or safety standard.


(4)	For alleged flagrant violations (i.e., reckless or repeated failure to make reasonable efforts to eliminate a known violation of a mandatory health or safety standard that substantially and proximately caused, or reasonably could have been expected to cause, death or serious bodily injury).


(5)	For the existence of any condition or practice in a coal or other mine which could reasonably be expected to cause death or serious physical harm before such condition or practice can be abated.


(6)	Amounts include 32 contests of proposed penalties under Subpart C, one contest of an order under Subpart B and two labor-related complaints under Subpart E of the Federal Mine Safety and Health Review Commission's procedural rules. The pending legal actions are not exclusive to citations, notices, orders and penalties assessed by MSHA during the reporting period.