AMENDMENT NUMBER 1, dated as of October 15, 2019 (this “Amendment”), 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 MELLON TRUST COMPANY, N.A., a national banking association duly organized and existing under the laws of the United States of America, as Trustee (herein called the “Trustee”), to the Eighth Supplemental Indenture, dated as of January 9, 2019 (the “Eighth Supplemental Indenture”), between the Company and the Trustee, supplementing the Indenture, dated as of September 9, 2013 (the “Base Indenture”), between the Company and the Trustee. Capitalized terms used but not defined herein shall have the meaning assigned to such terms in the Base Indenture.
W I T N E S S E T H :
WHEREAS, the Company has heretofore executed and delivered to the Trustee the Eighth Supplemental Indenture providing for the issuance of the Company’s 3.65% First Mortgage Bonds due 2029 (the “2029 First Mortgage Bonds”) and 4.25% First Mortgage Bonds due 2049 (collectively with the 2029 First Mortgage Bonds, the “Bonds”);
WHEREAS, Section 2.09 of the Eighth Supplemental Indenture provides that the Company may from time to time, without the consent of the holders of the Bonds of the applicable series, create and issue further securities having the same terms and conditions as the Bonds of such series in all respects, except for the original issue date, offering price and, in some circumstances, the initial interest accrual date and initial interest payment date (such further securities, the “Additional Bonds”) and further provides that Additional Bonds of each series issued in this manner will be consolidated with, and form a single series with, the Bonds of such series and shall thereafter be deemed Bonds of such series for all purposes;
WHEREAS, the Company desires to create and issue Additional Bonds having the same terms and conditions as the 2029 First Mortgage Bonds, except for the original issue date, offering price, initial interest accrual date and initial interest payment date (such Additional Bonds, the “Additional 2029 First Mortgage Bonds”), which Additional 2029 First Mortgage Bonds shall be consolidated with, and form a single series with, the 2029 First Mortgage Bonds previously issued. The Additional 2029 First Mortgage Bonds will be known as the Company’s “3.65% First Mortgage Bonds due 2029” and will have the terms and provisions specified in the Eighth Supplemental Indenture with respect to the 2029 First Mortgage Bonds as further supplemented by this Amendment;
WHEREAS, the execution and delivery by the Company of this Amendment, and the terms of the 2029 First Mortgage Bonds and Additional 2029 First Mortgage Bonds herein referred to, have been duly authorized by the Board in or pursuant to appropriate resolutions; and
WHEREAS, all acts and things necessary to make the Additional 2029 First Mortgage Bonds, when executed by the Company and authenticated and delivered by the Trustee as provided in the Base Indenture, the valid and binding obligations of the Company and to constitute these presents a valid and binding agreement according to its terms, have been done and performed;.
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