EIGHTH SUPPLEMENTAL INDENTURE, dated as of January 9, 2019 (herein called the Eighth 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 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), under the Base Indenture referred to below. Capitalized terms used but not defined herein shall have the meaning assigned to such term 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 an indenture dated as of September 9, 2013 as amended by the first supplemental indenture thereto dated September 19, 2013 (herein called the Base Indenture), to provide for the issuance from time to time of its first mortgage bonds, the form and terms of which are to be established as set forth in Section 2.01 of the Base Indenture;
WHEREAS, Section 15.01 of the Base Indenture provides, among other things, that the Company and the Trustee may enter into indentures supplemental to the Base Indenture for, among other things, the purpose establishing the form and terms of the Bonds (as defined in the Base Indenture) of any series as permitted by Section 2.01 of the Base Indenture;
WHEREAS, the Company desires to create two individual series of its first mortgage bonds upon the basis of Bondable Property (as defined in the Base Indenture) pursuant to Article III of the Base Indenture in the aggregate principal amounts of (i) $600,000,000 to be designated the 3.65% First Mortgage Bonds due 2029 (the 2029 Bonds) and (ii) $900,000,000 to be designated the 4.25% First Mortgage Bonds due 2049 (the 2049 Bonds and, together with the 2029 Bonds, the Bonds), and all action on the part of the Company necessary to authorize the issuance of the Bonds under the Base Indenture and this Eighth Supplemental Indenture has been duly taken;
WHEREAS, the execution and delivery by the Company of this Eighth Supplemental Indenture, and the terms of the 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 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 supplemental indenture and agreement according to its terms, have been done and performed.
NOW, THEREFORE, THIS EIGHTH SUPPLEMENTAL INDENTURE WITNESSETH:
That in consideration of the premises and of the acceptance and purchase of the Bonds 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 the holders of the Bonds, as follows: