Exhibit 4.1
MIDAMERICAN ENERGY
COMPANY
and
THE BANK OF NEW YORK TRUST COMPANY,
N.A.,
as Trustee
5.30 % Senior Notes due 2018
Third Supplemental
Indenture
Dated as of March 25, 2008
THIRD SUPPLEMENTAL INDENTURE, dated as
of March 25, 2008 (herein called the “ Third Supplemental Indenture
”), between MIDAMERICAN ENERGY
COMPANY, a corporation duly organized and existing under the laws
of the State of Iowa (herein called the “
Company ”), and THE BANK OF NEW YORK TRUST COMPANY,
N.A., a New York banking association duly organized and existing
under the laws of the United States of America, as Trustee (herein
called the “ Trustee ”), under the Original Indenture referred to
below.
W I T N E S S E T H :
WHEREAS, the Company has heretofore
executed and delivered to the Trustee an indenture dated as of
October 1, 2006 (herein called the “ Original Indenture ”), to provide for the issuance from time to
time of its unsubordinated debentures, notes or other evidences of
indebtedness, the form and terms of which are to be established as
set forth in Sections 2.01 and 3.01 of the Original
Indenture;
WHEREAS, the Company has heretofore
executed and delivered to the Trustee (i) a first supplemental
indenture dated as of October 6, 2006, to provide for the issuance
under the Original Indenture of up to an aggregate principal amount
of three hundred fifty million dollars ($350,000,000) of its 5.800%
Notes due 2036 and (ii) a second supplemental indenture dated as of
June 29, 2007, to provide for the issuance under the Original
Indenture of up to an aggregate principal amount of four hundred
million dollars ($400,000,000) of its 5.65% Senior Notes due 2012
and two hundred fifty million dollars ($250,000,000) of its 5.95%
Senior Notes due 2017;
WHEREAS, Section 9.01 of the Original
Indenture provides, among other things, that the Company and the
Trustee may enter into indentures supplemental to the Original
Indenture for, among other things, (i) the purpose of establishing
the form and terms of the Securities (as defined in the Original
Indenture) of any series as permitted by Sections 2.01 and 3.01 of
the Original Indenture, and (ii) to add to the covenants of the
Company for the benefit of the Holders of all or any series of
Securities (as defined in the Original Indenture);
WHEREAS, the Company desires to create
a series of its unsecured securities in an aggregate principal
amount of $250,000,000 to be designated the “5.30% Senior
Notes due 2018” (the “ Securities ”), and all action on the part of the
Company necessary to authorize the issuance of the Securities under
the Original Indenture and this Third Supplemental Indenture has
been duly taken;
WHEREAS, the Company and the Trustee
desire to make certain amendments to the Original Indenture in
conformance with the requirements described above; and
WHEREAS, all acts and things necessary
to make the Securities, when executed by the Company and
authenticated and delivered by the Trustee as provided in the
Original Indenture, the valid and binding obligations of the
Company and to constitute these presents a valid and binding
supplemental indenture and agreement according to its terms, have
been done and performed.
NOW, THEREFORE, THIS THIRD
SUPPLEMENTAL INDENTURE WITNESSETH:
That in consideration of the premises
and of the acceptance and purchase of the Securities by the holders
thereof and of the acceptance of this trust by the Trustee, the
Company covenants and agrees with the Trustee, for the equal
benefit of holders of the Securities, as follows:
ARTICLE I
DEFINITIONS
Unless otherwise defined herein, the
use of the terms and expressions herein is in accordance with the
definitions, uses and constructions contained in the Original
Indenture and the forms of Securities attached hereto as
Exhibits A and B
.
ARTICLE II
TERMS AND ISSUANCE OF THE
SECURITIES
S
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