exhibit10_1.htm


    
      

      

    

    Exhibit
10.1


    FIRST
AMENDMENT

    


    This
FIRST AMENDMENT, dated as of April 15, 2009 (this “Amendment”), amends
that certain AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 6, 2006
(the “Credit
Agreement”), among MIDAMERICAN ENERGY HOLDINGS COMPANY, an Iowa
corporation (“Borrower”), the banks
listed on the signature pages thereto (the “Banks”), JPMORGAN
CHASE BANK, N.A., as L/C Issuer, UNION BANK, N.A. (formerly known as Union Bank
of California, N.A.), as administrative agent for the Banks (in such capacity,
the “Agent”),
THE ROYAL BANK OF SCOTLAND PLC, as Syndication Agent, and JPMORGAN CHASE BANK,
N.A., ABN AMRO BANK N.V. and BNP PARIBAS, as Co-Documentation Agents.
Capitalized terms used but not otherwise defined herein have the respective
meanings given to them in the Credit Agreement.

    


    WHEREAS,
the parties hereto have agreed to amend the Credit Agreement in certain respects
as more fully set forth below;

    


    NOW,
THEREFORE, the parties hereto hereby agree as follows:

    


    Section
1                 AMENDMENTS.  Subject
to satisfaction of the condition precedent in Section 3, the Credit
Agreement is amended as follows:

    


    Section
1.1              Addition of
Definitions.  APPENDIX A, Defined Terms, is amended by adding
the following definitions in proper alphabetical order:

    


    “Designated Bank”
means a Defaulting Bank or a Downgraded Bank.

    


    “Defaulting Bank”
means any Bank that (a) has not made available to the Agent such Bank’s ratable
portion of a requested borrowing or has not reimbursed an L/C Issuer for such
Bank’s pro
rata share of
the amount of a payment made by such L/C Issuer under an L/C, in each case
within three (3) Banking Days after the date due therefor in accordance with
Section 2.1 or
Section 2.2, as
applicable; (b) has notified the Borrower or the Agent that it does not intend
to comply with its obligations under Section 2.1 or Section 2.2; or (c)
is the subject of a bankruptcy, insolvency or similar proceeding. A Bank shall
not be a Defaulting Bank solely by virtue of the ownership or acquisition of an
equity interest in such Bank or its parent company by a governmental authority
or instrumentality thereof.

    


    “Downgraded Bank”
means any Bank that (a) has a non-investment grade rating from Moody’s, S&P
or another nationally recognized rating agency or (b) is a Subsidiary of a
Person that is the subject of a bankruptcy, insolvency or similar
proceeding.

    


    Section
1.2             Definition of
“Commitment”  The definition of “Commitment” contained in
APPENDIX A, Defined Terms, is hereby amended by deleting the phrase “pursuant to
Section 2.3(c)”
in its entirety and substituting therefor the new phrase “pursuant to Section 2.3(c) or Section
2.9(c)”.

    


    Section
1.3             Amendment to Section
2.2.  Section 2.2(a)(i) is hereby amended by deleting the
phrase “or (C) if the Termination Date” in its entirety and substituting
therefor the new phrase “(C) any Defaulting Bank shall then exist (unless such
Defaulting Bank’s pro rata share (based on
the ratio of such Defaulting Bank’s Commitment to the Aggregate Commitments) of
the L/C Outstandings has been cash collateralized by the Borrower (pursuant to
documentation satisfactory to the L/C Issuers, the Agent and the Borrower)), or
(D) if the Termination Date”.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    Section
1.4              Amendment to Section
2.3.  The following subsection (e) is added to Section
2.3:

    


    (e)           Cash Collateralization of
L/C Outstandings of Defaulting Banks.  If a Bank at any time
becomes a Defaulting Bank and there are L/C Outstandings at such time, then the
Borrower shall promptly (and in any event within three (3) Banking Days of
request therefor from any L/C Issuer) provide cash collateral to the Agent in an
amount equal to the aggregate amount of such Defaulting Bank’s participation in
such L/C Outstandings pursuant to documentation satisfactory to the Agent, the
L/C Issuers and the Borrower, which cash collateral shall secure such Defaulting
Bank’s contingent obligations to the L/C Issuers in respect of such L/C
Outstandings.  If the circumstances giving rise to the requirement
that the Borrower provide cash collateral pursuant to this Section 2.3(e) cease
to exist, then the Agent shall promptly return such cash collateral to
Borrower.

    


    Section
1.5             Amendment to Section
2.5.  Section 2.5(g) is hereby amended by deleting the phrase
“and other than payments pursuant to Sections 2.7 and
2.8” in its
entirety in each place in which it appears and substituting therefor in each
instance the new phrase “and other than payments pursuant to Sections 2.7, 2.8 and 2.9(c)”.

    


    Section
1.6             
Amendment to Section
2.9.   The following subsection (c) is added to Section
2.9:

    


    (c)           At
any time a Bank is a Designated Bank, the Borrower may terminate in full the
Commitment of such Designated Bank by giving notice to such Designated Bank and
the Agent (which notice shall specify the effective date of such termination);
provided, that
(i) at the time of such termination, no Event of Default exists; (ii)
concurrently with such termination, the Borrower shall prepay all outstanding
Loans of such Designated Bank together with accrued interest thereon and accrued
fees and any other amounts payable for the account of such Designated Bank
hereunder; and (iii) if, on the effective date of such termination, any L/C is
outstanding, the conditions specified in Section 3.2(a) would be satisfied
(after giving effect to such termination) were each such L/C issued on such
date.  Upon satisfaction of the conditions specified in the foregoing
clauses (i), (ii) and (iii), the Commitment of such Designated Bank shall
terminate on the effective date specified in such notice, its participation in
the L/C Outstandings shall terminate on such effective date and the
participations of the other Banks in the L/C Outstandings shall be redetermined
as of such termination date as if the outstanding L/Cs had been issued and the
Unreimbursed Drawings had been paid or disbursed on such termination
date.  The termination of the Commitment of a Defaulting Bank pursuant
to this Section
2.9(c) shall not be deemed to be a waiver of any right that the Borrower,
the Agent, any L/C Issuer or any other Bank may have against such Defaulting
Bank.

    


    Section
2               
TERMINATION
OF LEHMAN BROTHERS BANK, FSB.  Notwithstanding
anything in this Amendment to the contrary, the Borrower, the L/C Issuer
and the Majority Banks hereby agree that Lehman Brothers Bank, FSB (“Lehman”) will be
terminated as a Bank immediately upon execution of this Amendment by the
Borrower, the L/C Issuer and the Majority Banks (subject to the satisfaction of
the conditions specified in Section 2.9(c) of the Credit Agreement, as amended
by this Amendment) (the date of such termination being referred to herein as the
“Lehman Commitment
Termination Date”).  On the Lehman Commitment Termination Date,
the amount of the Aggregate Commitments will be reduced by the amount of
Lehman’s Commitment ($15,000,000) not already transferred to another Person
pursuant to an Assignment and Assumption Agreement, Lehman’s participation in the L/C
Outstandings shall terminate and the participations of the other Banks in the
L/C Outstandings shall be redetermined as if the outstanding L/Cs had been
issued and the Unreimbursed Drawings had been paid or disbursed on such
date.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
 

    Section
3                CONDITION
PRECEDENT.  This Amendment shall become effective as of the
date hereof when the Agent has received counterparts hereof signed by the
Borrower, the L/C Issuer and the Majority Banks.

    


    Section
4                 REPRESENTATIONS AND
WARRANTIES OF THE BORROWER.  

    The
Borrower represents and warrants as follows:

     

    Section
4.1              Corporate Authority; No
Conflict.  The execution and delivery by the Borrower of this
Amendment, and the performance by the Borrower of this Amendment and the Credit
Agreement as amended by this Amendment (the “Amended Credit
Agreement”), are within the Borrower’s corporate powers and have been
duly authorized by all necessary corporate and, if required, stockholder action,
and do not and will not (i) violate (A) the articles of incorporation or by-laws
(or comparable documents) of the Borrower or any of its Material Subsidiaries,
(B) any applicable Law or (C) any provision of any material contract, agreement,
indenture or instrument to which the Borrower or any of its Material
Subsidiaries is a party or by which any of its or their respective properties is
bound, (ii) be in conflict with, or result in a breach of or constitute a
default under, any contract, agreement, indenture or instrument referred to in
the preceding subclause (a)(i)(C), (iii) result in the creation or imposition of
any Lien on the property of the Borrower or any of its Material Subsidiaries
other than Permitted Liens, or (iv) give to any Person rights to cancel,
terminate or suspend performance of its obligations to the Borrower or any of
its Material Subsidiaries under, or accelerate payment of amounts owed by the
Borrower or any of its Material Subsidiaries to others under, any of the
foregoing, in the case of any of the foregoing subclauses other than subclause
(a)(i)(A), that would reasonably be expected to have a Material Adverse Effect.
This Amendment has been duly executed and delivered by the
Borrower.

     

    Section
4.2             Regulatory
Approval.  The execution and delivery by the Borrower of this
Amendment, and the performance by the Borrower of this Amendment and the Amended
Credit Agreement, do not and will not require any registration with, consent or
approval of, notice to, or other action to, with or by, any Governmental
Authority, regulatory body or any other Person, except for (i) such filings as
may be required by federal or state securities laws (which filings (to the
extent so required) have been made and true and complete copies of which have
been delivered to the Agent) and (ii) other filings, authorizations, consents
and approvals, all of which have been made or obtained or the absence of which
would not reasonably be expected to have a Material Adverse Effect.

     

    Section
4.3             Enforceable
Agreement.  Each of this Amendment and the Amended Credit
Agreement constitutes a legal, valid and binding agreement of the Borrower,
enforceable against the Borrower in accordance with its terms, except for
bankruptcy and similar laws affecting the enforcement of creditors’ rights
generally and for the application of general equitable principles.

     

    
      
        
        

      

      
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    Section
4.4              Event of
Default.  No Default or Event of Default has occurred and is
continuing.

    


    Section
4.5              Material Adverse
Effect.  Since December 31, 2008, there has been no
Material Adverse Effect.

    


    Section
5                 MISCELLANEOUS.

    


    Section
5.1             Continuing
Effectiveness.   Except as expressly set forth herein, the
Credit Agreement shall remain in full force and effect and is ratified, approved
and confirmed in all respects.  The execution, delivery and
effectiveness of this Amendment shall not, except as expressly provided herein,
operate as a waiver of any right, power or remedy of the Banks, the Agent or the
L/C Issuer under the Credit Agreement or any other Credit Document, nor
constitute a waiver of any provision of the Credit Agreement or any other Credit
Document.

    


    Section
5.2             Reference to and Effect on
the Credit Agreement.  Upon the effectiveness of this
Amendment: (a) each reference in the Credit Agreement to “this Agreement”,
“hereunder”, “hereof” or words of like import referring to the Credit Agreement
shall mean and be a reference to the Credit Agreement as amended by this
Amendment; and (b) each reference in any other Credit Document to “the Credit
Agreement”, “thereunder”, “thereof” or words of like import referring to the
Credit Agreement shall mean and be a reference to the Credit Agreement as
amended by this Amendment.

    


    Section
5.3             Execution in
Counterparts.   This Amendment may be executed in as many
counterparts as may be deemed necessary or convenient, and by the different
parties hereto on separate counterparts, each of which, when so executed, shall
be deemed an original but all such counterparts shall constitute but one and the
same agreement.  Delivery of an executed counterpart of a signature
page to this Amendment by telecopier or other electronic transmission (including
by “PDF”) shall be effective as delivery of a manually executed counterpart of
this Amendment.

    


    Section
5.4             Governing
Law.   THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK.

    


    Section
5.5             Successors and
Assigns.    This Amendment shall be binding upon and
shall inure to the benefit of the parties hereto and their respective successors
and assigns.

    


    [Signature
pages follow.]

     

    
      
        
        

      

      
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    IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by
their respective officers thereunto duly authorized, as of the date first above
written.

     

     

    
      
        
          
            	 	MIDAMERICAN
      ENERGY HOLDINGS COMPANY,	 
	 	as
      Borrower	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ 
      Brian K. Hankel	 
	 	 	Name:   Brian
      K. Hankel	 
	 	 	Title:    
      Vice President and Treasurer	 
	 	 	 	 


          

        

      

    

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


     

    
      
        
          
            
              
                
                  
                    
                      	 	UNION
      BANK, N.A. 	 
	 	(formerly
      known as Union Bank of California, N.A.),	 
	 	as
      Agent and a Bank 	 
	 	 	 	 
	
                               

                            	
                              By:
      

                            	/s/   Dennis
      G. Blank	 
	 	 	Name: 
      Dennis G. Blank 	 
	 	 	Title:   
      Vice President 	 
	 	 	 	 


                    

                  

                

              

            

          

        

      

    

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
 

    
      
        
          
            
              
                	 	THE
      ROYAL BANK OF SCOTLAND PLC,	 
	 	as
      a Bank 	 
	 	 	 	 
	
                         

                      	
                        By:
      

                      	/s/ Belinda
      Tucker	 
	 	 	Name: 
      Belinda Tucker 	 
	 	 	Title:   
      Senior Vice President 	 
	 	 	 	 


              

            

          

        

      

    

     

     

     

    
      
        
        

      

      
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                	 	JPMORGAN
      CHASE BANK, N.A.,	 
	 	
                        as
      L/C Issuer and a Bank

                      	 
	 	 	 	 
	
                         

                      	
                        By:
      

                      	/s/ 
      Juan J. Javellana	 
	 	 	Name: 
      Juan J. Javellana 	 
	 	 	Title:   
      Vice President 	 
	 	 	 	 


              

            

          

        

      

    

     

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

     

    
      
        
          
            
              
                
                  	 	ABN
      AMRO BANK N.V.,	 
	 	as
      a Bank	 
	 	 	 	 
	
                           

                        	
                          By:
      

                        	/s/ 
      Scott Donaldson	 
	 	 	Name: 
      Scott Donaldson	 
	 	 	Title:   
      Director 	 
	 	 	 	 
	 	By: 	/s/ 
      Todd Vaubel	 
	 	 	Name: 
      Todd Vaubel 	 
	 	 	Title:    
      Vice President 	 


                

              

            

          

        

      

    

     

    
 

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

     

    
      
        
          
            
              
                
                  	 	BNP
      PARIBAS,	 
	 	as
      a Bank	 
	 	 	 	 
	
                           

                        	
                          By:
      

                        	/s/ 
      Denis O'Meara	 
	 	 	Name: 
      Denis O'Meara 	 
	 	 	Title:   
      Managing Director 	 
	 	 	 	 
	 	By: 	/s/  Francis
      J.Delaney 	 
	 	 	Name:  
      Francis J. Delaney 	 
	 	 	Title:    
      Managing Director 	 


                

              

            

          

        

      

    

    
 

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

     

    
      
        
          
            	 	BARCLAYS
      BANK PLC,	 
	 	as
      a Bank	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ 
      Alicia Borys	 
	 	 	Name: 
      Alicia Borys 	 
	 	 	Title:   
      Assistant Vice President 	 
	 	 	 	 


          

        

      

    

    


     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


     

    
      
        
          
            
              
                
                  	 	CALYON
      NEW YORK BRANCH,	 
	 	as
      a Bank	 
	 	 	 	 
	
                           

                        	
                          By:
      

                        	/s/ 
      Dixon Schultz	 
	 	 	Name: 
      Dixon Schultz	 
	 	 	Title:    Director 	 
	 	 	 	 
	 	By: 	 /s/ 
      Sharada Manne	 
	 	 	Name: 
      Sharada Manne	 
	 	 	Title:   
      Director 	 


                

              

            

          

        

      

    

     

     

    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

     

    
      
        
          
            
              
                
                  	 	CREDIT
      SUISSE, CAYMAN ISLANDS BRANCH,	 
	 	as
      a Bank	 
	 	 	 	 
	
                           

                        	
                          By:
      

                        	/s/  
      Shaheen Malik	 
	 	 	Name: 
      Shaheen Malik 	 
	 	 	Title:   
      Vice President 	 
	 	 	 	 
	 	By: 	/s/  Rianka
      Mohan 	 
	 	 	Name: 
      Rianka Mohan 	 
	 	 	Title:    Vice
      President 	 


                

              

            

          

        

      

    

     

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    
 

    
      
        
          
            	 	LEHMAN
      BROTHERS BANK, FSB,	 
	 	as
      a Bank 	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ 
      Theodore P. Janulis	 
	 	 	Name: 
      Theodore P. Janulis 	 
	 	 	Title:    
      Chairman 	 
	 	 	 	 


          

        

      

    

    
 

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

     

     

     

    
      
        
          
            
              
                
                  	 	LLOYDS
      TSB BANK PLC,	 
	 	as
      a Bank	 
	 	 	 	 
	
                           

                        	
                          By:
      

                        	/s/ 
      Windsor R. Davies	 
	 	 	Name: 
      Windsor R. Davies 	 
	 	 	Title:    
      Managing Director
     
      Corporate Banking USA
     
      D061 	 
	 	 	 	 
	 	By: 	/s/  Peter
      Lopoukhine 	 
	 	 	Name:  
      Peter Lopoukhine 	 
	 	 	Title:    
      Director
     
      L053 	 


                

              

            

          

        

      

    

     

    
 

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

     

    
      
        
          
            	 	MIZUHO
      CORPORATE BANK, LTD. ,	 
	 	as
      a Bank	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	 	 
	 	 	Name 	 
	 	 	Title 	 
	 	 	 	 


          

        

      

    

     

    
 

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

     

    
      
        
          
            	 	SUNTRUST
      BANK,	 
	 	as
      a Bank	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ 
      Andrew Johnson	 
	 	 	Name: 
      Andrew Johnson 	 
	 	 	Title:   
      Director 	 
	 	 	 	 


          

        

      

    

     

     

    
      
         

      

      
        17

        
          

        

      

      
         

      

    

     

    

      
        
          
            	 	THE
      BANK OF NEW YORK MELLON,	 
	 	as
      a Bank	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ 
      John N. Watt	 
	 	 	Name:  John N.
      Watt 	 
	 	 	Title:   
      Vice President 	 
	 	 	 	 


          

        

      



     

    
      
        
        

      

      
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            	 	WACHOVIA
      BANK, NATIONAL ASSOCIATION,	 
	 	as
      a Bank	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ 
      Frederick W. Price	 
	 	 	Name: 
      Frederick W. Price 	 
	 	 	Title:   
      Managing Director 	 
	 	 	 	 


          

        

      




     

    
      
        
        

      

      
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            	 	WILLIAM
      STREET COMMITMENT
CORPORATION (Recourse only to assets of William
      Street Commitment Corporation),	 
	 	as
      a Bank	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ 
      Mark Walton	 
	 	 	Name: 
      Mark Walton 	 
	 	 	Title:   
      Assistant Vice President 	 
	 	 	 	 


          

        

      

    

     

    
 

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

     

    


    
      
        
          
            	 	SUMITOMO
      MITSUI BANKING CORPORATION,	 
	 	as
      a Bank	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	/s/ 
      Masakazu Hasegawa	 
	 	 	Name: Masakazu
      Hasegawa	 
	 	 	Title:  
      General Manaer	 
	 	 	 	 


          

        

      

    


     

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