Exhibit 4.1


 


MIDAMERICAN ENERGY COMPANY


 


and


 


THE
BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,


as Trustee


__________________________


 


AMENDMENT NUMBER 1


Dated as of October 15, 2015


__________________________


 


to the






SECOND SUPPLEMENTAL INDENTURE


Dated as of April 3, 2014


 


AMENDING THE BASE INDENTURE


Dated as of September 9, 2013


 


AND


 


ESTABLISHING AND CREATING


 


3.50%
First Mortgage Bonds due 2024


 


4.40%
First Mortgage Bonds due 2044


__________________________



    	 



    	



    


AMENDMENT NUMBER 1, dated as of October 15, 2015
(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 Second Supplemental Indenture, dated as of April 3, 2014 (the “Second Supplemental
Indenture”), between the Company and the Trustee, supplementing and amending 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 Second Supplemental Indenture providing for the issuance of the Company’s 3.50% First Mortgage
Bonds due 2024 (the “2024 First Mortgage Bonds”) and 4.40% First Mortgage Bonds due 2044 (collectively with
the 2024 First Mortgage Bonds, the “Bonds”);


 


WHEREAS, Section 2.09 of the Second 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
dates (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 2024 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 2024 First
Mortgage Bonds”), which Additional 2024 First Mortgage Bonds shall be consolidated with, and form a single series with,
the 2024 First Mortgage Bonds previously issued. The Additional 2024 First Mortgage Bonds will be known as the Company’s
“3.50% First Mortgage Bonds due 2024” and will have the terms and provisions specified in the Second Supplemental Indenture
with respect to the 2024 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 2024 First Mortgage Bonds and Additional 2024 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 2024 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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NOW, THEREFORE, THIS AMENDMENT WITNESSETH:


 


That in consideration of the premises and of
the acceptance and purchase of the Additional 2024 First Mortgage 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 Additional 2024
First Mortgage Bonds, as follows:


 


1. General Terms And Conditions of the Additional
Bonds


 


There are hereby authorized and established Additional
2024 First Mortgage Bonds designated the “3.50% First Mortgage Bonds due 2024” which shall be consolidated with, and
form a single series with, the 2024 First Mortgage Bonds. The Additional Bonds will initially be limited to an aggregate principal
amount of $200,000,000, and immediately after issuance of the Additional 2024 First Mortgage Bonds, the aggregate principal amount
of 2024 First Mortgage Bonds, together with the Additional 2024 First Mortgage Bonds, will be $500,000,000. The terms and conditions
of the Additional 2024 First Mortgage Bonds are the same as those of the 2024 First Mortgage Bonds as specified in the Second Supplemental
Indenture as amended by this Amendment, provided that interest shall initially begin to accrue on the Additional 2024 First
Mortgage Bonds only from October 15, 2015 and the first interest payment date therefor shall be April 15, 2016.


 


2. Construction


 


This Amendment is executed as and shall be construed
as an indenture supplemental to the Base Indenture and shall be construed in connection with and as part of the Second Supplemental
Indenture. The Second Supplemental Indenture shall be deemed to be modified as herein provided, but except as modified hereby,
the Second Supplemental Indenture shall continue in full force and effect. The Second Supplemental Indenture as modified hereby
shall be read, taken and construed as one and the same instrument.


 


Any and all notices, requests, certificates and
other instruments executed and delivered after the execution and delivery of this Amendment may refer to the Second Supplemental
Indenture without making specific reference to this Amendment, but nevertheless all such references shall be deemed to refer to
the Second Supplemental Indenture as amended hereby unless the context otherwise requires.


 


3. Effect of Headings


 


The headings herein are for convenience only
and shall not affect the construction hereof.


 


4. Successors and Assigns


 


All covenants and agreements contained in this
Amendment made by the Company shall bind its successors and assigns, whether so expressed or not.



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5. Separability


 


In case any provision in this Amendment shall
be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way
be affected or impaired thereby.


 


6. Benefits of Amendment


 


Nothing in this Amendment, express or implied,
shall give to any person, other than the parties hereto and their successors hereunder and the holders of the Additional 2024 First
Mortgage Bonds, any benefit or any legal or equitable right, remedy or claim under this Amendment.


 


7. Execution and Counterparts


 


This Amendment may be executed in multiple counterparts,
each of which shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.


 


8. Trustee Not Responsible for Recitals


 


The recitals herein contained are made by the
Company and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation
as to the validity or sufficiency of this Amendment. The Trustee shall not be accountable for the use or application by the Company
of the Additional 2024 First Mortgage Bonds or the proceeds thereof.


 


9. Governing Law


 


This Amendment shall be governed by and construed
in accordance with the law of the State of New York (including without limitation Section 5-1401 of the New York General Obligations
Law or any successor to such statute), except to the extent that the TIA shall be applicable and except to the extent that the
law of any jurisdiction wherein any portion of the Mortgaged Property is located shall mandatorily govern the creation of a mortgage
lien on and security interest in, or perfection, priority or enforcement of the Lien of the Mortgage or exercise of remedies with
respect to, such portion of the Mortgaged Property.


 


10. Effectiveness


 


This Amendment shall become effective upon execution
by the Company and the Trustee.


 


[SIGNATURE PAGE FOLLOWS]



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IN WITNESS WHEREOF, the parties hereof have caused
this Amendment to be duly executed by their respective officers or directors duly authorized thereto, all as of the day and year
first above written.


 


	 	MIDAMERICAN ENERGY COMPANY
	 	 	 	 
	 	By:	/s/ James C. Galt
	 	 	Name:	James C. Galt
	 	 	Title:	Treasurer
	 	 	 	 
	 	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
	 	 	 	 
	 	By:	/s/ R. Tarnas
	 	 	Name:	R. Tarnas
	 	 	Title:	Vice President


 


[Amendment Number 1 to Second Supplemental Indenture]