EXHIBIT
4.2
Execution
Copy
MIDAMERICAN ENERGY
COMPANY
and
THE BANK OF NEW YORK TRUST
COMPANY, NA,
as Trustee
________________
5.800% Notes due 2036
________________
First Supplemental
Indenture
________________
Dated as of October 6,
2006
FIRST SUPPLEMENTAL INDENTURE, dated as of
October 6, 2006 (herein called the “ First 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, NA, 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, 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 “5.800% Notes due
2036” and all action on the part of the Company necessary to
authorize the issuance of up to three hundred fifty million dollars
($350,000,000) aggregate principal amount of such securities (the
“ Securities ”) under the Original Indenture and
this First 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 FIRST 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
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 “5.800% Notes
due 2036”, shall be executed, authenticated and delivered in
accordance with the provisions of, and shall in all respects be
subje
