EXHIBIT 4.2
EXECUTION COPY
MIDAMERICAN ENERGY
COMPANY
and
THE BANK OF NEW
YORK,
as Trustee
________________
5.125% Notes due 2013
________________
Second Supplemental
Indenture
________________
Dated as of January 14,
2003
SECOND SUPPLEMENTAL INDENTURE, dated as of
January 14, 2003 (herein called the " Second 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, 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 February 8, 2002
(herein called the " Original Indenture "), as supplemented
by the First Supplemental Indenture dated as of February 8, 2002,
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, 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 one
series of securities to be designated the "5.125% Notes due 2013"
and all action on the part of the Company necessary to authorize
the issuance of up to two hundred seventy-five million dollars
($275,000,000) aggregate principal amount of such securities (the "
Securities ") under the Original Indenture and this Second
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.
1
NOW, THEREFORE, THIS SECOND SUPPLEMENTAL
INDENTURE WITNESSETH:
That in consideration of the premises and of the
acceptance and purchase of the Securities by the holders thereof
and of the acceptance of this trust by the Trustee, the Company
covenants and agrees with the Trustee, for the equal benefit of
holders of the Securities, as follows:
ARTICLE I
DEFINITIONS
The use of the terms and expressions herein is
in accordance with the definitions, uses and constructions
contained in the Original Indenture and the form of Security
attached hereto as Exhibit A .
ARTICLE II
TERMS AND ISSUANCE OF THE
SECURITIES
Section 2.01. Issue of Securities . One
series of notes, which shall be designated the "5.125% Notes due
2013", shall be executed, authenticated and delivered in accordance
with the provisions of, and shall in all respects be subject to,
the terms, conditions and covenants of the Original Indenture and
this Second Supplemental Indenture (including the form of Security
set forth in Exhibit A ).
Section 2.02. Optional Redemption . The
Securities may be redeemed, in whole or in part, at the option of
the Company pursuant to the terms set forth in Annex 1 to
the Securities to be redeemed. The provisions of Article XI of the
Original Indenture shall also apply to any optional redemption of
Securities by the Company.
Section 2.03. Defeasance and Discharge
. The provisions of Section 14.02 of the Original Indenture shall
be applicable to the Securities.
Section 2.04. Covenant Defeasance . The
provisions of Section 14.03 of the Original Indenture shall be
applicable to the Securities.
Section 2.05. Place of Payment . The
Place of Payment in respect of the Securities will be in The City
of New York, initially at the Corporate Trust Office of The Bank of
New York (which as of the date hereof is located at 101 Barclay
Street, 8 West, New York, New York 10286, Attention: Corporate
Trust Administration).
Section 2.06. Form of Securities;
Incorporation of Terms . The form of the Securities shall be
substantially in the form of Exhibit A , the terms of which
are herein incorporated by reference and which are part of this
Second Supplemental Indenture. The Securities shall be issued as
one or more Global Securities in fully registered form, as
determined in accordance with Section 2.01 of the Original
Indenture. The Global Securities shall be delivered by the Trustee
to the Depositary, as the Holder thereof, or a nominee or custodian
therefore, to be held by the Depositary in accordance with the
Original Indenture.
2
Section 2.07. Exchange of the Global
Securities . Each of the Global Securities shall be
exchangeable for definitive Securities only as provided in Section
3.05 of the Original Indenture.
Section 2.08. Regular Record Date for the
Securities . The Regular Record Date for the Securities shall
be the June 30 or December 31 immediately prior to each Interest
Payment Date.
Section 2.09. Authorized Denominations.
Beneficial interests in Global Securities, as well as definitive
Securities, may be held only in denominations of $1,000 and
integral multiples of $1,000 in excess thereof.
Section 2.10. Additional Securities.
The Company may from time to time, without the consent of the
Holders of the Securities, create and issue further securities
having the same terms and conditions as the Securities in all
respects, except for the original issue date and offering price.
Additional Securities issued in this manner will be consolidated
with, and form a single series with, the Securities and shall
thereafter be deemed Securities for all purposes.
ARTICLE III
DEPOSITARY
Section 3.01. Depositary . The
Depositary Trust Company, its nominees and their respective
successors are hereby appointed Depositary with respect to the
Global Securities.
ARTICLE IV
AMENDMENTS TO ORIGINAL
INDENTURE
Section 4.01. Amendments . The Original
Indenture is hereby amended as follows:
(a) Section 1.01 of the Original Indenture is
hereby amended to add or modify the following definitions, as the
case may be:
" 'Common Shareholders Equity ' means, at
any time, the total shareholders' equity of the Company and its
consolidated subsidiaries, determined on a consolidated basis in
accordance with generally accepted accounting principles, as of the
end of the most recently completed fiscal quarter of the Company
for which financial information is then available."
3
" 'Iowa-Illinois Indenture ' means the
Indenture of Mortgage and Deed of Trust, dated as of March 1, 1947,
from Iowa-Illinois Gas and Electric Company to Harris Trust and
Savings Bank and Lynn Lloyd (C. Potter, successor individual
trustee), as trustees, and indentures supplemental
thereto."
"' Midwest Power Indenture ' means the
General Mortgage Indenture and Deed of Trust, dated as of January
1, 1993, between Midwest Power Systems Inc. and Morgan Guaranty
Trust Company of New York, trustee (Harris Trust and Savings Bank,
successor trustee), and indentures supplemental
thereto."
"' Permitted Encumbrances '
means:
(a) (i) any mortgage, pledge or other lien or
encumbrance on any property hereafter acquired or constructed by
the Company or a Subsidiary, or on which property so constructed is
located, and created prior to, contemporaneously with or within 360
days after, such acquisition or construction or the commencement of
commercial operation of such property to secure or provide for the
payment of any part of the purchase or construction price of such
property, or (ii) any property subject to any mortgage, pledge, or
other lien or encumbrance upon such property existing at the time
of acquisition thereof by the Company or any Subsidiary, whether or
not assumed by the Company or such Subsidiary, or (iii) any
mortgage, pledge or other lien or encumbrance existing on the
property, shares of stock, membership interests or indebtedness of
a corporation or limited liability company at the time such
corporation or limited liability company shall become a Subsidiary
or any pledge of the shares of stock or membership interests of
such corporation or limited liability
