Exhibit 99.2
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COMPLETION GUARANTEE
for the
KERN RIVER GAS TRANSMISSION EXPANSION PROJECT
between
MIDAMERICAN ENERGY HOLDINGS COMPANY
and
Union Bank of California, N.A.
as Administrative Agent
for the benefit of the Banks party to a Credit Agreement dated as of
June 21, 2002 among Kern River Gas Transmission Company, the
Administrative Agent, and the Banks
___________________________________
Dated as of June 21, 2002
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TABLE OF CONTENTS
1. DEFINITIONS AND RULES OF INTERPRETATION..................................1
2. GUARANTEE................................................................1
3. LIMITATIONS..............................................................5
4. ATTORNEYS' FEES..........................................................6
5. REPRESENTATIONS AND WARRANTIES...........................................6
6. GUARANTOR EVENTS OF DEFAULT..............................................8
7. WAIVERS; REMEDIES CUMULATIVE.............................................9
8. NOTICES..................................................................9
9. LANGUAGE................................................................11
10. SUCCESSORS AND ASSIGNMENTS...........................................11
11. JURISDICTION.........................................................11
12. GOVERNING LAW........................................................12
13. SEVERABILITY.........................................................12
14. HEADINGS.............................................................13
15. ENTIRE AGREEMENT; AMENDMENTS.........................................13
16. FURTHER ASSURANCES...................................................13
17. COUNTERPARTS.........................................................13
COMPLETION GUARANTEE, dated as of June 21, 2002 (this "Guarantee"), given
by MIDAMERICAN ENERGY HOLDINGS COMPANY, an Iowa corporation (the "Guarantor"),
in favor of UNION BANK OF CALIFORNIA, N.A., as Administrative Agent (the
"Administrative Agent") for the benefit of the Banks (as hereinafter defined).
RECITALS
A........Kern River Gas Transmission Company, a Texas general partnership
(the "Borrower"), is developing the Expansion Project, which is being financed
in part by loans provided pursuant to the Credit Agreement (as such term is
hereinafter defined).
B........The Borrower is an indirect wholly-owned subsidiary of the
Guarantor and the Guarantor will derive substantial direct and indirect benefit
from the making of the Loans to the Borrower. Accordingly, the Guarantor is
prepared to enter, execute, deliver and perform this Guarantee.
AGREEMENT
In consideration of the Banks entering into and making the financial
accommodations contemplated by the Credit Agreement (as hereinafter defined) to
which such Banks are parties and as a condition precedent to the Banks'
obligations under the Credit Agreement, the parties hereto hereby agree as
follows:
1. DEFINITIONS AND RULES OF INTERPRETATION
Except as otherwise expressly provided herein, capitalized terms used but
not defined in this Guarantee shall have the meanings given such terms in
Appendix A to the Credit Agreement, dated as of June 21, 2002, and as may be
amended from time to time (the "Credit Agreement"), among the Borrower, the
Administrative Agent, Credit Suisse First Boston, Cayman Islands Branch
("CSFB"), as a lead arranger and bookrunner, Commerzbank AG, New York Branch
("Commerzbank") as a lead arranger and book runner, and the banks and other
financial institutions from time to time party thereto (the "Banks"), and the
rules of interpretation set forth in Appendix A to the Credit Agreement shall
apply to this Guarantee.
GUARANTEE
1.1 Guarantee. Subject to Section 3, the Guarantor hereby irrevocably and
unconditionally guarantees to the Administrative Agent, for the benefit of the
Banks, that Completion shall occur on or prior to the earlier of (i) any
Acceleration Event and (ii) June 30, 2004. The Guarantor hereby irrevocably and
unconditionally agrees for the benefit of the Banks to cause each partner of the
Borrower to make capital contributions to the Borrower of all amounts necessary
to achieve Completion. All performance or payments hereunder (or damages in
respect of this Agreement) shall be made without set-off or counter claims and
net of any taxes (subject to the exceptions set forth in the Credit Agreement).
In addition, the Guarantor shall contribute or cause a partner or partners
of the Borrower to make capital contributions to the Borrower, without limiting
any other obligation under this Guarantee, by the Date Certain or upon an event
of Abandonment, in a minimum aggregate amount of $375,000,000. In no event shall
equity contributed to the Borrower prior to the receipt of the FERC Certificate
count toward discharging or reducing the $375,000,000 equity commitment, unless
the FERC Certificate is received on or prior to November 30, 2003.
The Guarantor shall cause the Borrower to diligently pursue Completion and
in no event shall permit the Abandonment of the Expansion Project by the
Borrower.
This Guarantee is (i) a primary obligation of the Guarantor, and (ii)
subject to Section 3, a continuing guarantee.
1.2 Financial Covenants. The Guarantor shall furnish to the Administrative
Agent and each Bank copies of the following financial statements, reports,
notices and information:
(a) as soon as available and in any event within 60 days after the end
of each of the first three quarterly fiscal periods of each fiscal year of
the Guarantor, unaudited statements of income, retained earnings and cash
flows of the Guarantor (commencing with the quarter ending March 31, 2002)
for such period and for the period from the beginning of the respective
fiscal year to the end of such period, and the related balance sheets of
the Guarantor as at the end of such period, setting forth in each case in
comparative form the corresponding figures for the corresponding periods in
the preceding fiscal year (except that, in the case of balance sheets, such
comparison shall be to the last day of the prior fiscal year); and
(b) as soon as available and in any event within 120 days after the
end of each fiscal year of the Guarantor, audited statements of income,
retained earnings and cash flows of the Guarantor for such fiscal year
(commencing with the year ending December 31, 2001) and the related balance
sheet of the Guarantor as at the end of such fiscal year, setting forth in
each case in comparative form the corresponding figures for the preceding
fiscal year, and accompanied by an opinion thereon of independent certified
public accountants of recognized national standing, which opinion shall
state that said financial statements fairly present in all material
respects the financial condition and results of operations of the Guarantor
as at the end of and for, such fiscal year in accordance with GAAP.
1.3 Notices. The Guarantor shall promptly give written notice (with copies
of any such underlying notice) to the Administrative Agent and each Bank, but in
no event later than 3 days prior to the time any Person (other than an existing
shareholder, Affiliates or family members of existing shareholders) will become
an equity holder of more than 5% of the equity of the Guarantor or the
occurrence of any other change in or transfer of more than 5% of the ownership
interests (other than to an existing shareholder, Affiliates or family members
of existing shareholders) in the Guarantor, which notice shall identify such
Person and such Person's interest in the Guarantor and shall describe, in
reasonable detail, such other change or transfer.
1.4 Waiver of Defenses. The obligations of the Guarantor hereunder shall
not be affected by any act, omission, matter or thing which, but for this
provision, might operate to release or otherwise exonerate the Guarantor from
its obligations hereunder in whole or in part, including without limitation, and
whether or not known to the Guarantor, the Administrative Agent, the Collateral
Agent or any Bank:
(a) any time, indulgence or waiver granted to the Borrower, the
Guarantor or any other Person, or any failure to enforce any rights,
remedies or securities against the Borrower, the Guarantor or any other
Person;
(b) any taking, variation, renewal, exchange, compromise, release,
refusal or neglect to perfect or take up, or failure to realize the full
value of any collateral for any or all of the Obligations, or any
non-presentment or non-observance of any formality or other requirement in
respect of any instrument;
(c) any legal limitation, disability, incapacity or other similar
circumstance relating to the Borrower, the Guarantor or any other Person,
including, without limitation, the inability to secure any governmental
approval necessary for the construction, ownership or operation of the
Expansion Project;
(d) any unenforceability, invalidity or frustration of any obligation
of the Borrower, the Guarantor or any other Person under any Operative
Documents or any other document or security, so that the Guarantor's
obligations hereunder shall remain in full force, and this Guarantee shall
be construed accordingly, as if there were no such unenforceability,
invalidity or frustration;
(e) any amendment, modification, supplement, extension, or renewal of
the Credit Agreement or any of the Obligations or other Operative Documents
or any of the Obligations arising thereunder, including without limitation,
modifications, extensions or renewals of payment dates or subordination of
security;
(f) any other circumstance, condition or event that might constitute
or give rise to a defense to performance and/or payment by the Guarantor of
its obligations under this Guarantee (other than performance and/or payment
of the obligations in question by the Borrower or the Guarantor); and
(g) any notice (including notice of the acceptance of this Guarantee),
promptness, diligence, presentment, protest and demand with respect to any
of the Obligations, and all other demands whatsoever, and, to the extent
the Guarantor may legally do so, the benefit of all provisions of Legal
Requirements which are or might be in conflict with the terms of this
Guarantee.
1.5 Immediate Recourse. The Guarantor waives any right it may have of first
requiring the Administrative Agent, the Collateral Agent any Bank or any other
Person to proceed or enforce any rights against the Borrower or any Collateral,
or to claim from the Borrower or any other Person, before making a claim against
the Guarantor under this Guarantee.
1.6 Preservation of Rights. Until all amounts which may be or become
payable by the Borrower in respect of the Obligations have been irrevocably and
unconditionally paid and discharged in full, the Administrative Agent, the Banks
and the Collateral Agent may:
(a) refrain from applying or enforcing any other security, moneys or
rights held or received by the Collateral Agent or the Banks in respect of
such amounts, or apply and enforce the same in such manner and order as the
Collateral Agent and the Banks see fit (whether against such amounts or
otherwise); and
(b) hold in a suspense account (with any interest accruing thereon to
be credited to such suspense account) any moneys received by them from the
Guarantor or on account of the Guarantor's liabilities under this
Guarantee.
1.7 Subrogation. Notwithstanding any payment or payments made by the
Guarantor under this Guarantee, the Guarantor shall not have any right of
subrogation, and, until the Obligations have been indefeasibly paid in full, the
Guarantor shall not have (a) any rights to enforce any remedy that the
Collateral Agent or the Banks may have against the Borrower; (b) the benefit of,
or any rights to participate in, any security with respect to the Obligations
now or hereafter held by the Administrative Agent, the Collateral Agent, the
Account Bank or the Banks; or (c) any rights of reimbursement, assignment,
indemnification or contribution or any similar rights against the Borrower.
1.8 Additional Security. This Guarantee shall be in addition to, and shall
not in any way be prejudiced by, any other security now or hereafter held by or
on behalf of the Administrative Agent, the Collateral Agent, the Account Bank or
the Banks as security for the obligations of the Borrower under the Credit
Agreement, it being acknowledged and agreed by the parties hereto that payments
by the Guarantor hereunder shall not constitute security for the Loans.
1.9 Independent and Separate Obligation of the Guarantor. The obligations
of the Guarantor hereunder are independent of the Obligations, and, in the event
of any default hereunder, a separate action or actions may be brought and
prosecuted against the Guarantor whether or not the Borrower is joined therein
or a separate action or actions are brought against the Borrower or the
Guarantor.
1.10 Taxes and Claims. The Guarantor shall pay and discharge all taxes,
assessments and governmental charges or levies imposed on it or on its income or
profits or on any of its Property when due except (i) for any such tax,
assessment charge or levy the payment of which is being contested in good faith
and by proper proceedings and against which adequate reserves are being
maintained in accordance with GAAP and (ii) to the extent that failure to pay
such taxes will not have a Material Adverse Effect on the Guarantor.
2. LIMITATIONS
Notwithstanding any other provision of this Agreement, the obligations of
the Guarantor under this Guarantee shall terminate upon the earlier to occur of:
(a) Completion and (b) the indefeasible repayment in full of the Obligations.
3. ATTORNEYS' FEES.
If the Administrative Agent, the Collateral Agent, the Account Bank and/or
the Banks are required to pursue any remedy against the Guarantor in connection
with this Guarantee, the Guarantor shall pay to the Administrative Agent, the
Collateral Agent, the Account Bank and the Banks, as the case may be, upon
demand, all fees and expenses of counsel to the Administrative Agent, the
Collateral Agent, the Account Bank and the Banks and all other related costs
incurred by the Administrative Agent, the Collateral Agent, the Account Bank
and/or the Banks in connection therewith.
4. REPRESENTATIONS AND WARRANTIES
The Guarantor represents and warrants to the Administrative Agent (for the
benefit of the Banks) on the date of this Guarantee:
(a) The Guarantor (i) is a corporation duly organized, validly
existing and in good standing under the laws of the State of Iowa and (ii)
has all requisite corporate power and authority necessary to conduct its
business as now being conducted and to execute, deliver and perform its
obligations under this Guarantee and any other Operative Documents to which
it is a party.
(b) The execution, delivery and performance by the Guarantor of this
Guarantee and any other Operative Documents to which it is a party have
been duly authorized by all necessary corporate action on the part of the
Guarantor, and such agreements have been duly and validly executed and
delivered by the Guarantor.
(c) This Guarantee and any other Operative Documents to which the
Guarantor is a party constitute legal, valid and binding obligations of the
Guarantor, enforceable against the Guarantor in accordance with their
respective terms, except (i) as may be limited by bankruptcy, insolvency,
moratorium or other similar laws affecting the enforcement of creditors'
rights generally, and (ii) as enforceability thereof may be subject to
general principles of equity, regardless of whether such enforceability is
considered in a proceeding at law or in equity.
(d) All Governmental Authorizations and any other authorizations
required in connection with the execution, delivery or performance by the
Guarantor of this Guarantee and any other Operative Document to which it is
a party, or for the validity or enforceability thereof, have been obtained
or effected and are in full force and effect.
(e) All financial statements with respect to the Guarantor delivered
by the Guarantor to the Administrative Agent and each Bank in accordance
with the Credit Agreement have been prepared in good faith and on a
reasonable basis and fairly present the financial condition of the
Guarantor as of the date of or for the period covered by such financial
statements.
(f) The obligations of the Guarantor under this Guarantee rank, and
will continue to rank, at least pari passu with all of its other unsecured
and unsubordinated liabilities (contingent or otherwise) and its unsecured
and unsubordinated obligations, except for obligations that are mandatorily
preferred by law.
(g) Neither the execution and delivery by the Guarantor of this
Guarantee, nor its compliance with, or performance of the terms and
conditions of, this Guarantee, (i) will contravene any Legal Requirement or
any order, writ, injunction, or decree of any court or governmental
authority, or (ii) will conflict with or result in any breach of any of the
terms, covenants, conditions or provisions of, or constitute a default
under, any agreement, contract, or instrument to which the Guarantor is a
party, except for any such conflict, breach or default that would not
reasonably be expected to have a material adverse effect on the Guarantor's
ability to perform its obligations under this Guarantee.
(h) There is no action, suit or proceeding at law or in equity by or
before any court or arbitral tribunal now pending or, to the best knowledge
of the Guarantor, threatened against the Guarantor which would reasonably
be expected to have a material adverse effect on the Guarantor's ability to
perform its obligations under this Guarantee.
(i) The Guarantor is not an "investment company" or a company
"controlled" by an "investment company," within the meaning of the
Investment Company Act of 1940, as amended.
(j) The Guarantor and each of its subsidiaries is either (i) not a
"holding company" or a "subsidiary company" of a "public utility holding
company" as defined in PUHCA, or (ii) exempt from regulation as a
registered utility holding company under PUHCA, or, if no such exemption is
available, the Guarantor or such subsidiary is a duly registered holding
company under PUHCA and has obtained all requisite approvals thereunder for
the Guarantor's performance of its obligations hereunder, which approvals
are in full force and effect.
(k) There is no litigation, action, suit, investigation or proceeding
by or before any Governmental Authority or arbitrator pending or, to the
best knowledge of the Guarantor, threatened against or affecting or
involving the Guarantor, this Guarantee or any of the transactions
contemplated hereby which would reasonably be expected to have a Material
Adverse Effect.
(l) There is no injunction, writ, preliminary restraining order or any
order of any nature issued by an arbitrator, court or other Governmental
Authority directing that any of the material transactions provided for in
this Guarantee not be consummated as herein.
(m) There is no Guarantor Event of Default or any event that with
notice or lapse of time would constitute a Guarantor Event of Default.
5. GUARANTOR EVENTS OF DEFAULT
.........Each of the following shall be a "Guarantor Event of Default":
(a) the public debt rating of the Guarantor shall be downgraded to
below "BBB-" by S&P or "Baa3" by Moody's, and within 60 days from such
downgrade, the Guarantor shall not have (i) assigned its obligations
hereunder to a supplemental Guarantor with a public debt rating equal at
least to the Minimum Rating (as defined below) pursuant to the
documentation reasonably satisfactory to the Administrative Agent and a
minimum Net Worth of $2,000,000,000 or (ii) caused a supplemental Guarantor
with a long term debt rating equal to at least "BBB-" by S&P and "Baa3" by
Moody's ( the "Minimum Rating") and a minimum Net Worth of $2,000,000,000
to enter into a guarantee substantially similar to this Guarantee and
deliver opinions and certificates as may be reasonably requested by the
Administrative Agent in connection with such supplemental guarantee;
provided that such supplemental guarantee shall not contain events of
default substantially similar to Sections 6(d), (e) or (f) hereof;
(b) any payment event of default shall exist, following the expiration
of any applicable cure period, with respect to any indebtedness of the
Guarantor in the aggregate principal amount in excess of $50,000,000, which
would permit the holder of such indebtedness to declare that such
indebtedness has become due prior to its stated maturity;
(c) any Event of Bankruptcy shall occur with respect to the Guarantor;
(d) Berkshire Hathaway shall cease to own, free and clear of all
Liens, directly or indirectly, on a fully diluted basis (assuming
conversion of all convertible preferred stock) at least 50.1% of the issued
and outstanding Capital Stock of the Guarantor;
(e) the Guarantor shall cease to maintain Control (as defined below)
of the Borrower and the operations and maintenance of the Project (it being
understood that for all purposes of this Section, "Control" means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a Person, whether through
ownership of voting securities, by contract, or otherwise);
(f) at any time, the Guarantor shall cease to own, directly or
indirectly, free and clear of all Liens at least 100% of the issued and
outstanding Capital Stock of the Borrower; or
(g) the Guarantor shall become subject to regulation as an investment
company (under the Investment Company Act of 1940, as amended) or the
Guarantor shall become subject to registration requirements under PUHCA and
shall have (i) failed to register or (ii) failed to obtain the
authorizations required under PUHCA to enable it to perform its obligations
under, or for the validity of, any Loan Document.
6. WAIVERS; REMEDIES CUMULATIVE
.........No failure on the part of the Administrative Agent, any Bank
and/or the Collateral Agent to exercise, and no delay in exercising, any right,
power or privilege hereunder shall operate as a waiver thereof, nor shall any
single or partial exercise of any right, power or privilege hereunder preclude
any other or further exercise thereof or the exercise of any other right, power
or privilege. No waiver by the Administrative Agent, any Bank and/or the
Collateral Agent shall be effective unless it is in writing. The rights and
remedies herein provided are cumulative and not exclusive of any rights and
remedies provided by law or otherwise. Except as provided herein, no notice to
or demand on the Guarantor in any case shall entitle the Guarantor to any other
further notice or demand in similar or other circumstances or constitute a
waiver of the rights of the Administrative Agent or any Bank to any other or
further action in any circumstances without notice or demand.
.........The parties hereto stipulate that the remedies at law of the
Administrative Agent and the Banks in the event of a default or threatened
default by the Guarantor in the performance of or compliance with any of the
terms of this Guarantee may not be adequate and that, to the fullest extent
permitted by law, such terms may be specifically enforced by a decree for
specific performance of any agreement contained herein or by an injunction
against a violation of any of the terms hereof.
7. NOTICES
.........All notices, requests, demands and other communications that are
required or may be given under this Guarantee shall be in writing and shall be
deemed to have been duly given: (a) when received, if personally delivered; (b)
when transmitted, if transmitted by telecopy or other electronic or digital
transmission method, subject to the sender's facsimile machine receiving the
correct answerback of the addressee and confirmation of uninterrupted
transmission by a transmission report or the recipient confirming by telephone
to the sender that the recipient has received the facsimile message; and (c)
upon receipt, if sent by certified or registered mail, return receipt requested
or if sent by a recognized overnight delivery service; provided, that a notice
given in accordance with this sentence but received on a non-working day or
after business hours in the place of receipt will be deemed to be given on the
next working day in that place. In each case notice shall be sent to the
following addresses:
Guarantor: MidAmerican Energy Holdings Company
302 South 36th St.
Suite 400
Omaha, NE 68131
Administrative Agent: Union Bank of California
445 South Figueroa Street
15th Floor
Los Angeles, CA 90071
Attn.: Dennis G. Blank
or to such other place and with such other copies as the Guarantor or the
Administrative Agent may designate as to itself by written notice to the other
party hereto pursuant to this Section 8.
8. LANGUAGE
.........Any notice given under or in connection with this Guarantee shall
be in English. All other documents provided under or in connection with this
Guarantee shall be: (a) in English or (b) if not in English, accompanied by a
certified English translation, in which case the English translation shall
prevail unless the document is a statutory or other official document.
9. SUCCESSORS AND ASSIGNMENTS
9.1 Successors. This Guarantee shall be binding upon and inure to the
benefit of the Guarantor, the Administrative Agent (for the benefit of the
Banks) and their respective successors and permitted assigns.
9.2 Transfers by Guarantor. Subject to Section 6(a), the Guarantor may not
transfer or assign all or any part of its rights or obligations hereunder
without the consent of the Administrative Agent, which consent shall not be
unreasonably withheld.
9.3 Assignments by the Banks. No Bank may (except to the extent
contemplated by the Credit Agreement) assign, transfer or dispose of any of its
interests in, or its rights and obligations under, this Guarantee.
10. JURISDICTION
10.1 Consent to Jurisdiction. Each party hereto irrevocably and
unconditionally (a) agrees that any suit, action or other legal proceeding
arising out of this Guarantee may be brought in (i) the United States District
Court for the Southern District of New York or, if such court does not have
jurisdiction or will not accept jurisdiction, in any court of general
jurisdiction in New York, New York and (b) consents to the jurisdiction of each
of those courts in any such suit, action or proceeding.
10.2 Service of Process. Without prejudice to any other mode of service the
Guarantor: (a) irrevocably appoints CT Corporation System as its agent for
service of process relating to any proceeding before any State or Federal Court
in New York in connection with this Guarantee; (b) agrees that failure by its
agent for service of process to notify the Guarantor of the service of process
will not invalidate the proceedings concerned; and (c) consents to the service
of process relating to any such legal action or proceeding by the mailing of
copies thereof by registered, certified or first class mail, postage prepaid, to
the Guarantor at its address set forth herein.
10.3 Forum Convenience. Each party to this Guarantee (a) waives objection
to all of the courts referred to in Section 11.1 on grounds of forum non
conveniens or otherwise as regards proceedings in connection with this
Guarantee, and (b) agrees that a judgment of any of those courts in connection
with this Guarantee shall be conclusive and binding on such party and may be
enforced against it in the courts of any other jurisdiction.
10.4 Non-exclusivity. Nothing in this Section 11 shall be construed to
limit the right of any Bank or the Administrative Agent to bring proceedings
against the Guarantor, in connection with this Guarantee in any other court of
competent jurisdiction or concurrently in more than one jurisdiction.
10.5 Waiver of Jury Trial. EACH PARTY TO THIS GUARANTEE (a) KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY
IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER, OR IN
CONNECTION WITH, THIS GUARANTEE, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF ANY PARTY AND (b)
ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION
FOR THIS PROVISION AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE
ADMINISTRATIVE AGENT AND THE BANKS TO ENTER INTO THE CREDIT AGREEMENT AND
RELATED FINANCING AGREEMENTS TO WHICH THEY ARE PARTIES.
11. GOVERNING LAW
.........This Guarantee has been negotiated and delivered in the State of
New York, and shall in all respects be governed by and construed in accordance
with the laws of the State of New York applicable to agreements made and to be
performed entirely in the State of New York.
12. SEVERABILITY
.........If any provision of this Guarantee shall be prohibited or
unenforceable in any jurisdiction, such prohibition or unenforceability shall
not invalidate the remaining provisions hereof or affect the validity or
enforceability of such provision in any other jurisdiction.
13. HEADINGS
.........The headings of the various Sections of this Guarantee are for
convenience of reference only and shall not modify, define, limit or otherwise
affect the meaning of any of the terms or provisions hereof.
14. ENTIRE AGREEMENT; AMENDMENTS
.........This Guarantee and any agreement, document or instrument attached
hereto or referred to herein integrate all the terms and conditions mentioned
herein or incidental hereto and supersede all oral negotiations and prior
writings with respect to the subject matter hereof. In the event of any conflict
between the terms, conditions and provisions of this Guarantee and any such
agreement, document or instrument, the terms, conditions and provisions of this
Guarantee shall prevail. This Guarantee may only be amended or modified by an
instrument in writing signed by the Guarantor and the Administrative Agent.
15. FURTHER ASSURANCES
.........The Guarantor shall execute and deliver to the Administrative
Agent all such further instruments, and shall do and perform all such further
acts and things, that are necessary to carry out the provisions of this
Guarantee and that are reasonably requested by the Administrative Agent.
16. COUNTERPARTS
.........This Guarantee may be executed in any number of counterparts and
all of such counterparts taken together shall be deemed to constitute one and
the same instrument.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
.........IN WITNESS WHEREOF, the parties hereto have caused this Guarantee
to be executed by their duly authorized representatives as of the date first
above written.
MIDAMERICAN ENERGY HOLDINGS COMPANY,
an Iowa corporation
By
Name:
Title:
Agreed to and accepted by:
UNION BANK OF CALIFORNIA, N.A.,
as Administrative Agent for the benefit of
the Banks
By
Name:
Title: