exv4w10






EXHIBIT 4.10




Execution Version




$250,000,000




MIDAMERICAN ENERGY HOLDINGS COMPANY




3.15% Senior Notes due 2012




REGISTRATION RIGHTS AGREEMENT




July 7, 2009




J.P. Morgan Securities Inc.

270 Park Avenue

New York, NY 10017



Dear Sirs:




     MidAmerican Energy Holdings Company, an Iowa corporation (the “Company”), proposes to issue
and sell to J.P. Morgan Securities Inc. (the “Representative”) and the other Initial Purchasers
named in the Purchase Agreement described below (collectively with the Representative, the “Initial
Purchasers”), upon the terms set forth in a purchase agreement dated July 1, 2009 (the “Purchase
Agreement”), $250,000,000 aggregate principal amount of its 3.15% Senior Notes due 2012 (the
“Initial Securities”). The Initial Securities will be issued pursuant to that certain Indenture,
dated as of October 4, 2002, as amended by Article IV of the Second Supplemental Indenture thereto
dated as of May 16, 2003, as further amended by Article IV of the Fourth Supplemental Indenture
thereto dated as of March 24, 2006, as further amended by Article IV of the Fifth Supplemental
Indenture thereto dated as of May 11, 2007, and as supplemented by the Eighth Supplemental
Indenture to be entered into thereunder to be dated on or about July 7, 2009 (collectively, the
“Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee
(the “Trustee”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement,
the Company agrees with the Initial Purchasers, for the benefit of the Initial Purchasers and the
holders of the Securities (as defined below) (collectively, the “Holders”), as follows:



     1. Registered Exchange Offer. Unless not permitted by applicable law (after the Company has
complied with the ultimate paragraph of this Section 1), the Company shall prepare and file with
the Securities and Exchange Commission (the “Commission”) a registration statement (the “Exchange
Offer Registration Statement”) on an appropriate form under the Securities Act of 1933, as amended
(the “Securities Act”), with respect to a proposed offer (the “Registered Exchange Offer”) to the
Holders of Transfer Restricted Securities (as defined in Section 6 hereof), who are not prohibited
by any law or policy of the Commission from participating in the Registered Exchange Offer, to
issue and deliver to such Holders, in exchange for the Initial Securities, a like aggregate
principal amount of debt securities of the Company issued under the Indenture, substantially
identical in all material respects to the Initial



 









 







Securities and registered under the Securities Act (the “Exchange Securities”). The Company
shall use its reasonable best efforts to cause the Exchange Offer Registration Statement to become
effective under the Securities Act within 365 days (such 365th day being an “Effectiveness
Deadline”) after the date on which the Initial Purchasers purchase the Initial Securities pursuant
to the Purchase Agreement (the “Closing Date”) and will keep the Exchange Offer Registration
Statement effective for not less than 30 days (or longer, if required by applicable law) after the
date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the
“Exchange Offer Registration Period”).



     If the Company commences the Registered Exchange Offer, the Company will be entitled to
consummate the Registered Exchange Offer 30 days after such commencement (provided that the Company
has accepted all the Initial Securities theretofore validly tendered in accordance with the terms
of the Registered Exchange Offer).



     Following the declaration of the effectiveness of the Exchange Offer Registration Statement,
the Company shall promptly commence the Registered Exchange Offer, it being the objective of the
Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to
exchange the Initial Securities for Exchange Securities (assuming that such Holder is not an
affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities
in the ordinary course of such Holder’s business and has no arrangements or understanding with any
person to participate in the distribution of the Exchange Securities and is not prohibited by any
law or policy of the Commission from participating in the Registered Exchange Offer) to trade such
Exchange Securities from and after their receipt without any limitations or restrictions under the
Securities Act.



     The Company acknowledges that, pursuant to current interpretations by the Commission’s staff
of Section 5 of the Securities Act, in the absence of an applicable exemption therefrom, (i) each
Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own
account as a result of market making activities or other trading activities, for Exchange
Securities (an “Exchanging Dealer”), is required to deliver a prospectus containing the information
set forth in (a) Annex A hereto on the cover, (b) Annex B hereto in the “Exchange Offer Procedures”
section and the “Purpose of the Exchange Offer” section, and (c) Annex C hereto in the “Plan of
Distribution” section of such prospectus in connection with a sale of any such Exchange Securities
received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an Initial
Purchaser that elects to sell Securities (as defined below) acquired in exchange for Initial
Securities constituting any portion of an unsold allotment, is required to deliver a prospectus
containing the information required by Items 507 or 508, as applicable, of Regulation S-K under the
Securities Act in connection with such sale.



     The Company shall use its reasonable best efforts to keep the Exchange Offer Registration
Statement effective and to amend and supplement the prospectus contained therein, in order to
permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery
requirements of the Securities Act for such period of time as such persons must comply with such
requirements in order to resell the Exchange Securities; provided, however, that
(i) in the case where such prospectus and any amendment or supplement thereto must be delivered by
an Exchanging Dealer or an Initial Purchaser, such period shall be the lesser of 120 days and the
date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange Securities
held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Company
shall make such prospectus and any amendment or supplement thereto available to any broker-dealer
for use in connection with any resale of any Exchange Securities for a period of not less than 120
days after the consummation of the Registered Exchange Offer.



     If, upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial
Securities acquired by it as part of its initial distribution, the Company, simultaneously with the
delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and
deliver to such



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Initial Purchaser upon the written request of such Initial Purchaser, in exchange (the
“Private Exchange”) for the Initial Securities held by such Initial Purchaser, a like principal
amount of debt securities of the Company issued under the Indenture and substantially identical in
all material respects to the Initial Securities (the “Private Exchange Securities”). The Initial
Securities, the Exchange Securities and the Private Exchange Securities are herein collectively
called the “Securities”.



     In connection with the Registered Exchange Offer, the Company shall:




     (a) mail to each Holder a copy of the prospectus forming part of the Exchange Offer
Registration Statement, together with an appropriate letter of transmittal and related
documents




     (b) keep the Registered Exchange Offer open for not less than 30 days (or longer, if
required by applicable law) after the date notice thereof is mailed to the Holders;




     (c) utilize the services of a depositary for the Registered Exchange Offer with an
address in the Borough of Manhattan, The City of New York, which may be the Trustee or an
affiliate of the Trustee;




     (d) permit Holders to withdraw tendered Securities at any time prior to the close of
business, New York time, on the last business day on which the Registered Exchange Offer
shall remain open; and




     (e) otherwise comply with all applicable laws.



     As soon as practicable after the close of the Registered Exchange Offer or the Private
Exchange, as the case may be, the Company shall:




     (x) accept for exchange all the Initial Securities validly tendered and not withdrawn
pursuant to the Registered Exchange Offer and the Private Exchange;




     (y) deliver to the Trustee for cancellation all the Initial Securities so accepted for
exchange; and




     (z) cause the Trustee to authenticate and deliver promptly to each Holder of the
Initial Securities, the Exchange Securities or the Private Exchange Securities, as the case
may be, equal in principal amount to the Initial Securities of such Holder so accepted for
exchange.



     The Indenture provides that the Exchange Securities will not be subject to the transfer
restrictions set forth in the Indenture and that all the Securities will vote and consent together
on all matters as one class and that none of the Securities will have the right to vote or consent
as a class separate from one another on any matter.



     Interest on each Exchange Security and Private Exchange Security issued pursuant to the
Registered Exchange Offer and in the Private Exchange will accrue from the last interest payment
date on which interest was paid on the Initial Securities surrendered in exchange therefor or, if
no interest has been paid on the Initial Securities, from the date of original issue of the Initial
Securities.



     Each Holder participating in the Registered Exchange Offer shall be required to represent to
the Company that at the time of the consummation of the Registered Exchange Offer (i) any Exchange
Securities received by such Holder will be acquired in the ordinary course of its business, (ii) at
the time of commencement of the Registered Exchange Offer, such Holder had no arrangements or
understanding



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with any person to participate in the distribution of the Securities or the Exchange
Securities within the meaning of the Securities Act, (iii) such Holder is not an “affiliate,” as
defined in Rule 405 of the Securities Act, of the Company or if it is an affiliate, such Holder
will comply with the registration and prospectus delivery requirements of the Securities Act to the
extent applicable, (iv) if such Holder is not a broker-dealer, that it is not engaged in, and does
not intend to engage in, the distribution of the Exchange Securities and (v) if such Holder is a
broker-dealer, that it will receive Exchange Securities for its own account in exchange for Initial
Securities that were acquired as a result of market-making activities or other trading activities
and that it will be required to acknowledge that it will deliver a prospectus in connection with
any resale of such Exchange Securities.



     Notwithstanding any other provisions hereof, the Company will ensure that (i) any Exchange
Offer Registration Statement and any amendment thereto and any prospectus forming part thereof and
any supplement thereto complies in all material respects with the Securities Act and the rules and
regulations thereunder, (ii) any Exchange Offer Registration Statement and any amendment thereto
does not, when it becomes effective, contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the statements therein not
misleading and (iii) any prospectus forming part of any Exchange Offer Registration Statement, and
any supplement to such prospectus, does not include an untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading.



     If following the date hereof there has been announced a change in Commission policy with
respect to exchange offers that in the reasonable opinion of counsel to the Company raises a
substantial question as to whether the Registered Exchange Offer is permitted by applicable federal
law, the Company will seek a no-action letter or other favorable decision from the Commission
allowing the Company to consummate the Registered Exchange Offer. The Company will pursue the
issuance of such a decision to the Commission staff level. In connection with the foregoing, the
Company will take all such other actions as may be requested by the Commission or otherwise
reasonably required in connection with the issuance of such decision, including without limitation
(i) participating in telephonic conferences with the Commission, (ii) delivering to the Commission
staff an analysis prepared by counsel to the Company setting forth the legal bases, if any, upon
which such counsel has concluded that the Registered Exchange Offer should be permitted and (iii)
diligently pursuing a resolution (which need not be favorable) by the Commission staff.



     2. Shelf Registration. If, (i) because of any change in law or in applicable interpretations
thereof by the staff of the Commission, the Company is not permitted to effect a Registered
Exchange Offer, as contemplated by Section 1 hereof, (ii) the Registered Exchange Offer is not
consummated by the date that is 40 days after the date on which the Exchange Offer Registration
Statement is declared effective (such 40th day being the “Consummation Deadline”), (iii) at any
time prior to the Effectiveness Deadline (as defined below), any Initial Purchaser so requests with
respect to the Initial Securities (or the Private Exchange Securities) not eligible to be exchanged
for Exchange Securities in the Registered Exchange Offer and held by it following consummation of
the Registered Exchange Offer or (iv) any Holder (other than an Exchanging Dealer) is not eligible
to participate in the Registered Exchange Offer or, in the case of any Holder (other than an
Exchanging Dealer) that participates in the Registered Exchange Offer, such Holder does not receive
freely tradeable Exchange Securities on the date of the exchange and any such Holder so requests
for any reason other than the failure by such Holder to make a timely and valid tender in
accordance with the Registered Exchange Offer, the Company shall take the following actions (the
date on which any of the conditions described in the foregoing clauses (i) through (iv) occur,
including in the case of clauses (iii) or (iv) the receipt of the required notice, being a “Trigger
Date”):



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     (a) The Company shall as promptly as practicable prepare and file with the Commission
and thereafter use its reasonable best efforts to cause to be declared effective not later
than the latter to occur of the date that is (i) 150 days after the Trigger Date and (ii)
365 days after the Closing Date (such 150th or 365th day, as the case may be, being an
“Effectiveness Deadline”), a registration statement (the “Shelf Registration Statement” and,
together with the Exchange Offer Registration Statement, a “Registration Statement”) on an
appropriate form under the Securities Act relating to the offer and sale of the Transfer
Restricted Securities by the Holders thereof from time to time in accordance with the
methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the
Securities Act (hereinafter, the “Shelf Registration”); provided, however,
that no Holder (other than an Initial Purchaser) shall be entitled to have the Securities
held by it covered by the Shelf Registration Statement unless such Holder agrees in writing
to be bound by all the provisions of this Agreement applicable to such Holder.




     (b) The Company shall use its reasonable best efforts to keep the Shelf Registration
Statement continuously effective in order to permit the prospectus included therein to be
lawfully delivered by the Holders of the relevant Securities, for a period that terminates
on the later of (x) one year (or for such longer period if extended pursuant to Section 3(j)
below) from the Closing Date or (y) 90 days from the effectiveness of such Shelf
Registration Statement, or such shorter period that will terminate when all the Securities
covered by the Shelf Registration Statement (i) have been sold pursuant thereto or (ii) are
no longer Transfer Restricted Securities (such applicable period being called the “Shelf
Registration Period”).




     (c) Notwithstanding any other provisions of this Agreement to the contrary, the Company
shall cause the Shelf Registration Statement and the related prospectus and any amendment or
supplement thereto, as of the effective date of the Shelf Registration Statement, amendment
or supplement, (i) to comply in all material respects with the applicable requirements of
the Securities Act and the rules and regulations of the Commission promulgated thereunder
and (ii) not to contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary in order to make the statements therein, in
light of the circumstances under which they were made, not misleading.



     3. Registration Procedures. In connection with any Shelf Registration Statement contemplated
by Section 2 hereof and, to the extent applicable, any Registered Exchange Offer contemplated by
Section 1 hereof, the following provisions shall apply:




     (a) The Company shall (i) furnish to each Initial Purchaser, prior to the filing
thereof with the Commission, a copy of the Registration Statement and each amendment thereof
and each supplement, if any, to the prospectus included therein and, in the event that an
Initial Purchaser (with respect to any portion of an unsold allotment from the original
offering of the Initial Securities) is participating in the Registered Exchange Offer or the
Shelf Registration Statement, the Company shall use its best efforts to reflect in each such
document, when so filed with the Commission, such comments as such Initial Purchaser
reasonably may propose not later than five business days after delivery of such documents to
such Initial Purchaser; (ii) include the information set forth in Annex A hereto on the
cover, in Annex B hereto in the “Exchange Offer Procedures” section and the “Purpose of the
Exchange Offer” section and in Annex C hereto in the “Plan of Distribution” section of the
prospectus forming a part of the Exchange Offer Registration Statement and include the
information set forth in Annex D hereto in the letter of transmittal delivered pursuant to
the Registered Exchange Offer; (iii) if requested by an Initial Purchaser, include the
information required by Items 507 or 508, as applicable, of Regulation S-K under the
Securities Act in the prospectus forming a part of the Exchange Offer Registration



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Statement; (iv) include within the prospectus contained in the Exchange Offer
Registration Statement a section entitled “Plan of Distribution,” reasonably acceptable to
the Initial Purchasers, which shall contain a summary statement of the positions taken or
policies made by the staff of the Commission with respect to the potential “underwriter”
status of any broker-dealer that is the beneficial owner (as defined in Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of Exchange Securities
received by such broker-dealer in the Registered Exchange Offer (a “Participating
Broker-Dealer”), whether such positions or policies have been publicly disseminated by the
staff of the Commission or such positions or policies, in the reasonable judgment of the
Initial Purchasers based upon advice of counsel (which may be in-house counsel), represent
the prevailing views of the staff of the Commission; and (v) in the case of a Shelf
Registration Statement, include the names of the Holders who propose to sell Securities
pursuant to the Shelf Registration Statement as selling securityholders.




     (b) The Company shall give written notice to the Initial Purchasers, the Holders of the
Securities and any Participating Broker-Dealer from whom the Company has received prior
written notice that it will be a Participating Broker-Dealer in the Registered Exchange
Offer (which notice pursuant to clauses (ii)-(v) hereof shall be accompanied by an
instruction to suspend the use of the prospectus until the requisite changes have been
made):




     (i) when the Registration Statement or any amendment thereto has been filed
with the Commission and when the Registration Statement or any post-effective
amendment thereto has become effective;




     (ii) of any request by the Commission for amendments or supplements to the
Registration Statement or the prospectus included therein or for additional
information;




     (iii) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or the initiation of any proceedings for
that purpose;




     (iv) of the receipt by the Company or its legal counsel of any notification
with respect to the suspension of the qualification of the Securities for sale in
any jurisdiction or the initiation or threatening of any proceeding for such purpose
of which the Company has knowledge; and




     (v) of the happening of any event that requires the Company to make changes in
the Registration Statement or the prospectus in order that the Registration
Statement or the prospectus do not contain an untrue statement of a material fact
nor omit to state a material fact required to be stated therein or necessary to make
the statements therein (in the case of the prospectus, in light of the circumstances
under which they were made) not misleading.




     (c) The Company shall make every reasonable effort to obtain the withdrawal, at the
earliest possible time, of any order suspending the effectiveness of the Registration
Statement.




     (d) The Company shall furnish to each Holder of Securities included within the coverage
of the Shelf Registration, without charge, at least one copy of the Shelf Registration
Statement and any post-effective amendment thereto, including financial statements and
schedules, and, if the Holder so requests in writing, all exhibits thereto (including those,
if any, incorporated by reference).



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     (e) The Company shall deliver to each Exchanging Dealer and each Initial Purchaser, and
to any other Holder who so requests, without charge, at least one copy of the Exchange Offer
Registration Statement and any post-effective amendment thereto, including financial
statements and schedules, and, if any Initial Purchaser or any such Holder requests, all
exhibits thereto (including those incorporated by reference).




     (f) The Company shall, during the Shelf Registration Period, deliver to each Holder of
Securities included within the coverage of the Shelf Registration, without charge, as many
copies of the prospectus (including each preliminary prospectus) included in the Shelf
Registration Statement and any amendment or supplement thereto as such person may reasonably
request. The Company consents, subject to the provisions of this Agreement, to the use in
accordance with applicable law of the prospectus or any amendment or supplement thereto by
each of the selling Holders of the Securities in connection with the offering and sale of
the Securities covered by the prospectus, or any amendment or supplement thereto, included
in the Shelf Registration Statement.




     (g) The Company shall deliver to each Initial Purchaser, any Exchanging Dealer, any
Participating Broker-Dealer and such other persons required to deliver a prospectus
following the Registered Exchange Offer, without charge, as many copies of the final
prospectus included in the Exchange Offer Registration Statement and any amendment or
supplement thereto as such persons may reasonably request. The Company consents, subject to
the provisions of this Agreement, to the use in accordance with applicable law of the
prospectus or any amendment or supplement thereto by any Initial Purchaser, if necessary,
any Participating Broker-Dealer and such other persons required to deliver a prospectus
following the Registered Exchange Offer in connection with the offering and sale of the
Exchange Securities covered by the prospectus, or any amendment or supplement thereto,
included in such Exchange Offer Registration Statement.




     (h) Prior to any public offering of the Securities pursuant to any Registration
Statement, the Company shall cooperate with the Holders of the Securities included therein
and their Special Counsel (as defined in paragraph (p) below) in connection with the
registration or qualification of the Securities for offer and sale under the securities or
“blue sky” laws of such states of the United States as any Holder of the Securities
reasonably requests in writing and do any and all other acts or things reasonably necessary
or advisable to enable the offer and sale in such jurisdictions of the Securities covered by
such Registration Statement; provided, however, that the Company shall not
be required to (i) qualify generally to do business in any jurisdiction where it is not then
so qualified or (ii) take any action which would subject it to general service of process or
to taxation in any jurisdiction where it is not then so subject.




     (i) The Company shall cooperate with the Holders of the Securities to facilitate the
timely preparation and delivery of certificates representing the Securities to be sold
pursuant to any Registration Statement free of any restrictive legends and in such
denominations and registered in such names as the Holders may request a reasonable period of
time prior to sales of the Securities pursuant to such Registration Statement.




     (j) Upon the occurrence of any event contemplated by paragraphs (ii) through (v) of
Section 3(b) above during the period for which the Company is required to maintain an
effective Registration Statement, the Company shall promptly prepare and file a
post-effective amendment to the Registration Statement or a supplement to the related
prospectus and any other required document so that, as thereafter delivered to Holders of
the Securities or purchasers of Securities, the prospectus will not contain an untrue
statement of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein, in light of the



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circumstances under which they were made, not misleading. If the Company notifies the
Initial Purchasers, the Holders of the Securities and any known Participating Broker-Dealer
in accordance with paragraphs (ii) through (v) of Section 3(b) above to suspend the use of
the prospectus until the requisite changes to the prospectus have been made, then the
Initial Purchasers, the Holders of the Securities and any such Participating Broker-Dealers
shall suspend use of such prospectus, and the period of effectiveness of the Shelf
Registration Statement provided for in Section 2(b) above and the Exchange Offer
Registration Statement provided for in Section 1 above shall each be extended by the number
of days from and including the date of the giving of such notice to and including the date
when the Initial Purchasers, the Holders of the Securities and any known Participating
Broker-Dealer shall have received such amended or supplemented prospectus pursuant to this
Section 3(j).




     (k) Not later than the effective date of the applicable Registration Statement, the
Company will provide a CUSIP number for the Initial Securities, the Exchange Securities or
the Private Exchange Securities, as the case may be, and provide the applicable trustee with
printed certificates for the Initial Securities, the Exchange Securities or the Private
Exchange Securities, as the case may be, in a form eligible for deposit with The Depository
Trust Company.




     (l) The Company will use its reasonable best efforts to comply with all rules and
regulations of the Commission to the extent and so long as they are applicable to the
Registered Exchange Offer or the Shelf Registration and will make generally available to its
security holders (or otherwise provide in accordance with Section 11(a) of the Securities
Act) an earnings statement satisfying the provisions of Section 11(a) of the Securities Act,
no later than 45 days after the end of a 12-month period (or 90 days, if such period is a
fiscal year) beginning with the first month of the Company’s first fiscal quarter commencing
after the effective date of the Registration Statement, which statement shall cover such
12-month period.




     (m) The Company shall use its reasonable best efforts to cause the Indenture to be
qualified under the Trust Indenture Act of 1939, as amended, in a timely manner and, in
connection therewith, cooperate with the Trustee under the Indenture and the Holders of
Securities to effect such changes to the Indenture as may be required for such
qualification. In the event that such qualification would require the appointment of a new
trustee under the Indenture, the Company shall appoint a new trustee thereunder pursuant to
the applicable provisions of the Indenture.




     (n) The Company may require each Holder of Securities to be sold pursuant to the Shelf
Registration Statement to furnish to the Company such information regarding the Holder and
the distribution of the Securities as the Company may from time to time reasonably require
for inclusion in the Shelf Registration Statement, and the Company may exclude from such
registration the Securities of any Holder that fails to furnish such information within a
reasonable time after receiving such request.




     (o) The Company shall enter into such customary agreements (including, if requested, an
underwriting agreement in customary form) and take all such other action, if any, as any
Holder of the Securities shall reasonably request in order to facilitate the disposition of
the Securities pursuant to any Shelf Registration.




     (p) In the case of any Shelf Registration, the Company shall (i) make available at
reasonable times and upon reasonable notice for inspection by a representative of the
Holders of a majority in aggregate principal amount of the Securities being sold, any
underwriter participating in any disposition pursuant to the Shelf Registration Statement
and any attorney, accountant or



8









 







other agent retained by the Holders of the Securities or any such underwriter all
relevant financial and other records, pertinent corporate documents and properties of the
Company and (ii) cause the Company’s officers, directors, employees, accountants and
auditors to supply all relevant information reasonably requested by the Holders of the
Securities or any such underwriter, attorney, accountant or agent in connection with the
Shelf Registration Statement, in each case, as shall be reasonably necessary to enable such
persons to conduct a reasonable investigation within the meaning of Section 11 of the
Securities Act; provided, however, that the foregoing inspection and
information gathering shall be coordinated on behalf of the Initial Purchasers by you and on
behalf of the other parties, by one counsel designated by and on behalf of such other
parties as described herein (which counsel shall be Latham & Watkins LLP or another law firm
reasonably acceptable to the Company, such counsel being referred to herein as the “Special
Counsel”); provided, further, however, that, as a condition to
supplying such information, the Company shall receive an agreement in writing from such
Special Counsel agreeing that any information that is designated in writing by the Company,
in good faith, as confidential at the time of delivery of such information shall be kept
confidential by such Special Counsel and any other person entitled to receive such
information pursuant to this paragraph (p) unless (w) disclosure of such information is
required pursuant to applicable law or by court or administrative order, (x) disclosure of
such information is, in the reasonable opinion of counsel to the Company, necessary to avoid
or correct a misstatement or omission of a material fact in any Registration Statement,
prospectus or any supplement or post-effective amendment thereto or disclosure is otherwise
required by law, (y) such information becomes generally available to the public other than
as a result of a disclosure by such counsel or any other person entitled to receive such
information pursuant to this paragraph (p) in violation of this proviso or (z) such
information is approved for release by the Company in writing.




     (q) In the case of any Shelf Registration, the Company, if requested by any Holder of
Securities covered thereby, shall cause (i) its counsel to deliver an opinion and updates
thereof relating to the Securities in customary form addressed to such Holders and the
managing underwriters, if any, thereof and dated, in the case of the initial opinion, the
effective date of such Shelf Registration Statement (it being agreed that the matters to be
covered by such opinion shall include, without limitation, the due incorporation and good
standing of the Company and its “significant subsidiaries” (as defined in Rule 1-02(w) of
Regulation S-X); the qualification of the Company and its significant subsidiaries to
transact business as foreign corporations; the due authorization, execution and delivery of
the relevant agreement of the type referred to in Section 3(o) hereof; the due
authorization, execution, authentication and issuance, and the validity and enforceability,
of the applicable Securities; the absence of material legal or governmental proceedings
involving the Company and its significant subsidiaries; the absence of governmental
approvals required to be obtained in connection with the Shelf Registration Statement, the
offering and sale of the applicable Securities, or any agreement of the type referred to in
Section 3(o) hereof; the compliance as to form of such Shelf Registration Statement and any
documents incorporated by reference therein and of the Indenture with the requirements of
the Securities Act and the Trust Indenture Act, respectively; and, as of the date of the
opinion and as of the effective date of the Shelf Registration Statement or most recent
post-effective amendment thereto, as the case may be, the absence from such Shelf
Registration Statement and the prospectus included therein, as then amended or supplemented,
and from any documents incorporated by reference therein, if applicable, of an untrue
statement of a material fact or the omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading (in the case of
any such documents, in the light of the circumstances existing at the time that such
documents were filed with the Commission under the Exchange Act); (ii) its officers to
execute and deliver all customary documents and certificates and updates thereof requested
by any underwriters of the applicable Securities; and (iii) its



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independent public accountants and the independent public accountants with respect to any other entity, if
any, for which financial information is provided in the Shelf Registration Statement to
provide to the selling Holders of the applicable Securities and any underwriter therefor a
comfort letter in customary form and covering matters of the type customarily covered in
comfort letters in connection with underwritten offerings, subject to receipt of appropriate
documentation as contemplated, and only if permitted, by Statement of Auditing Standards No.
72.




     (r) In the case of the Registered Exchange Offer, if requested by any Initial Purchaser
or any known Participating Broker-Dealer, the Company shall cause (i) its counsel to deliver
to such Initial Purchaser or such Participating Broker-Dealer a signed opinion in the form
set forth in Section 6(d)-(f) of the Purchase Agreement with such changes as are customary
in connection with the preparation of a Registration Statement and (ii) its independent
public accountants and the independent public accountants with respect to any other entity,
if any, for which financial information is provided in the Registration Statement to deliver
to such Initial Purchaser or such Participating Broker-Dealer a comfort letter or comfort
letters, as applicable, in customary form, meeting the requirements as to the substance
thereof as set forth in Section 6(a)-(b) of the Purchase Agreement, with appropriate date
changes.




     (s) If a Registered Exchange Offer or a Private Exchange is to be consummated, upon
delivery of the Initial Securities by Holders to the Company (or to such other Person as
directed by the Company) in exchange for the Exchange Securities or the Private Exchange
Securities, as the case may be, the Company shall mark, or caused to be marked, on the
Initial Securities so exchanged that such Initial Securities are being canceled in exchange
for the Exchange Securities or the Private Exchange Securities, as the case may be; in no
event shall the Initial Securities be marked as paid or otherwise satisfied.




     (t) The Company will use its reasonable best efforts to cause the Securities covered by
any Registration Statement to continue to be rated by the rating agencies that initially
rated the Securities during the period that any such Registration Statement is required
hereunder to remain effective (it being acknowledged, however, that the foregoing shall not
be deemed to require the Company to maintain the rating of such Securities at the rating
initially given to the Securities).




     (u) In the event that any broker-dealer registered under the Exchange Act shall
underwrite any Securities or participate as a member of an underwriting syndicate or selling
group or “assist in the distribution” (within the meaning of the Conduct Rules (the “Rules”)
of the Financial Industry Regulatory Authority (“FINRA”)) thereof, whether as a Holder of
such Securities or as an underwriter, a placement or sales agent or a broker or dealer in
respect thereof, or otherwise, the Company will assist such broker-dealer in complying with
the requirements of such Rules, including, without limitation, by (i) if such Rules,
including Rule 2720, shall so require, engaging a “qualified independent underwriter” (as
defined in Rule 2720) to participate in the preparation of the Registration Statement
relating to such Securities, to exercise usual standards of due diligence in respect thereto
and, if any portion of the offering contemplated by such Registration Statement is an
underwritten offering or is made through a placement or sales agent, to recommend the yield
of such Securities, (ii) indemnifying any such qualified independent underwriter to the
extent of the indemnification of underwriters provided in Section 5 hereof and (iii)
providing such information to such broker-dealer as may be required in order for such
broker-dealer to comply with the requirements of the Rules.




     (v) The Company shall use its reasonable best efforts to take all other steps necessary
to effect the registration of the Securities covered by a Registration Statement
contemplated hereby.



10









 






     (w) Notwithstanding any other provision hereof, the Company may postpone or suspend the
filing or the effectiveness of a Registration Statement (or any amendments or supplements
thereto) if (i) such action is required by applicable law or (ii) such action is taken by
the Company in good faith and for valid business reasons (not including the avoidance of the
Company’s obligations hereunder), including the acquisition or divestiture of assets, other
pending corporate developments, public filings with the Commission or other similar events,
so long as the Company promptly thereafter complies with the requirements of Section 3(j)
hereof, if applicable. Notwithstanding the occurrence of any event referred to in the
immediately preceding sentence (each such occurrence, a “Suspension”), no such Suspension
shall suspend, postpone or in any other manner affect the running of the time period after
which a Registration Default shall be deemed to occur and, if the filing or effectiveness of
any such Registration Statement is postponed or suspended as a result of a Suspension, a
Registration Default shall nonetheless exist if all other requirements required for the
occurrence of a Registration Default shall then be satisfied, and the provisions of Section
6 hereof requiring the accrual and payment of Additional Interest, as set forth in such
Section, on the Securities shall be payable.



     4. Registration Expenses.




     (a) All expenses incident to the Company’s performance of and compliance with this
Agreement will be borne by the Company, regardless of whether a Registration Statement is
ever filed or becomes effective, including without limitation;




     (i) all registration and filing fees and expenses;




     (ii) all fees and expenses of compliance with federal securities and state
“blue sky” or securities laws;




     (iii) all expenses of printing (including printing certificates for the
Securities to be issued in the Registered Exchange Offer and the Private Exchange
and printing of Prospectuses), messenger and delivery services and telephone;




     (iv) all fees and disbursements of counsel for the Company; and




     (v) all fees and disbursements of independent certified public accountants of
the Company (including the expenses of any special audit and comfort letters
required by or incident to such performance).




The Company will bear its internal expenses (including, without limitation, all salaries and
expenses of its officers and employees performing legal or accounting duties), the expenses
of any annual audit and the fees and expenses of any person, including special experts,
retained by the Company.




     (b) In connection with any Registration Statement required by this Agreement, the
Company will reimburse the Initial Purchasers and the Holders of Transfer Restricted
Securities who are tendering Initial Securities in the Registered Exchange Offer and/or
selling or reselling Securities pursuant to the “Plan of Distribution” contained in the
Exchange Offer Registration Statement or the Shelf Registration Statement, as applicable,
for the reasonable fees and disbursements of the Special Counsel.



11









 






     5. Indemnification.



     (a) The Company agrees to indemnify and hold harmless each Holder of the Securities,
any Participating Broker-Dealer and each person, if any, who controls such Holder or such
Participating Broker-Dealer within the meaning of the Securities Act or the Exchange Act
(each Holder, any Participating Broker-Dealer and such controlling persons are referred to
collectively as the “Indemnified Parties”) from and against any losses, claims, damages or
liabilities, joint or several, or any actions in respect thereof (including, but not limited
to, any losses, claims, damages, liabilities or actions relating to purchases and sales of
the Securities) to which each Indemnified Party may become subject under the Securities Act,
the Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities or
actions arise out of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in a Registration Statement or prospectus or in any amendment or
supplement thereto or in any preliminary prospectus relating to a Shelf Registration, or
arise out of, or are based upon, the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements therein not
misleading, and shall reimburse, as incurred, the Indemnified Parties for any legal or other
expenses reasonably incurred by them in connection with investigating or defending any such
loss, claim, damage, liability or action in respect thereof; provided,
however, that (i) the Company shall not be liable in any such case to the extent
that such loss, claim, damage or liability arises out of or is based upon any untrue
statement or alleged untrue statement or omission or alleged omission made in a Registration
Statement or prospectus or in any amendment or supplement thereto or in any preliminary
prospectus relating to a Shelf Registration in reliance upon and in conformity with written
information pertaining to such Holder and furnished to the Company by or on behalf of such
Holder specifically for inclusion therein and (ii) with respect to any untrue statement or
omission or alleged untrue statement or omission made in any prospectus relating to a Shelf
Registration Statement, the indemnity agreement contained in this subsection (a) shall not
inure to the benefit of any Holder or Participating Broker-Dealer from whom the person
asserting any such losses, claims, damages or liabilities purchased the Securities
concerned, to the extent that a prospectus relating to such Securities was required to be
delivered by such Holder or Participating Broker-Dealer under the Securities Act in
connection with such purchase and any such loss, claim, damage or liability of such Holder
or Participating Broker-Dealer results from the fact that there was not delivered to such
person, at or prior to the confirmation of the sale of such Securities to such person, a
prospectus correcting any such untrue statement or omission or alleged untrue statement or
omission; provided that the Company had previously furnished copies thereof to such
Holder or Participating Broker-Dealer; provided further, however,
that this indemnity agreement will be in addition to any liability which the Company may
otherwise have to such Indemnified Party. The Company shall also indemnify underwriters,
their officers and directors and each person who controls such underwriters within the
meaning of the Securities Act or the Exchange Act to the same extent as provided above with
respect to the indemnification of the Holders of the Securities if requested by such
Holders.




     (b) Each Holder of the Securities, severally and not jointly, will indemnify and hold
harmless the Company and each person, if any, who controls the Company within the meaning of
the Securities Act or the Exchange Act from and against any losses, claims, damages or
liabilities or any actions in respect thereof, to which the Company or any such controlling
person may become subject under the Securities Act, the Exchange Act or otherwise, insofar
as such losses, claims, damages, liabilities or actions arise out of or are based upon any
untrue statement or alleged untrue statement of a material fact contained in a Registration
Statement or prospectus or in any amendment or supplement thereto or in any preliminary
prospectus relating to a Shelf Registration, or arise out of or are based upon the omission
or alleged omission to state therein a material fact necessary to make the statements
therein not misleading, but in each case only to the extent that the untrue statement or
omission or alleged untrue statement or omission was made in



12









 







reliance upon and in conformity with written information pertaining to such Holder and
furnished to the Company by or on behalf of such Holder specifically for inclusion therein;
and, subject to the limitation set forth immediately preceding this clause, shall reimburse,
as incurred, the Company for any legal or other expenses reasonably incurred by the Company
or any such controlling person in connection with investigating or defending any loss,
claim, damage, liability or action in respect thereof. This indemnity agreement will be in
addition to any liability which such Holder may otherwise have to the Company or any of its
controlling persons.




     (c) Promptly after receipt by an indemnified party under this Section 5 of notice of
the commencement of any action or proceeding (including a governmental investigation), such
indemnified party will, if a claim in respect thereof is to be made against the indemnifying
party under this Section 5, notify the indemnifying party of the commencement thereof;
provided, however, that the omission so to notify the indemnifying party (i)
shall not relieve the indemnifying party from any obligations to any indemnified party other
than the indemnification obligation provided in paragraph (a) or (b) above. In case any
such action is brought against any indemnified party, and it notifies the indemnifying party
of the commencement thereof, the indemnifying party will be entitled to participate therein
and, to the extent that it may wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel reasonably satisfactory to such
indemnified party (who shall not, except with the consent of the indemnified party, be
counsel to the indemnifying party), and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof the indemnifying party
will not be liable to such indemnified party under this Section 5 for any legal or other
expenses, other than reasonable costs of investigation, subsequently incurred by such
indemnified party in connection with the defense thereof; provided, however,
that the indemnified party shall have the right to employ counsel to represent the
indemnified party and their respective controlling persons who may be subject to liability
arising out of any claim in respect of which indemnity may be sought by the indemnified
party against the indemnifying party under this Section 5 if the employment of such counsel
shall have been authorized in writing by the indemnifying party in connection with the
defense of such action, if in the written opinion of counsel to either the indemnifying
party or the indemnified party, representation of both parties by the same counsel would be
inappropriate due to actual or likely conflicts of interest between them or the indemnifying
party shall have failed to employ counsel within a reasonable period of time, and in that
event the fees and expenses of one firm of separate counsel (in addition to the fees and
expenses of one firm of local counsel in each applicable jurisdiction) shall be paid by the
indemnifying party. No indemnifying party shall, without the prior written consent of the
indemnified party, effect any settlement of any pending or threatened action in respect of
which any indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party unless such settlement (i) includes an
unconditional release of such indemnified party from all liability on any claims that are
the subject matter of such action, and (ii) does not include a statement as to or an
admission of fault, culpability or a failure to act by or on behalf of any indemnified
party.




     (d) If the indemnification provided for in this Section 5 is unavailable or
insufficient to hold harmless an indemnified party under subsections (a) or (b) above, then
each indemnifying party shall contribute to the amount paid or payable by such indemnified
party as a result of the losses, claims, damages or liabilities (or actions in respect
thereof) referred to in subsection (a) or (b) above in such proportion as is appropriate to
reflect the relative fault of the indemnifying party or parties on the one hand and the
indemnified party on the other in connection with the statements or omissions that resulted
in such losses, claims, damages or liabilities (or actions in respect thereof) as well as
any other relevant equitable considerations. The relative fault of the parties shall be
determined by reference to, among other things, whether the untrue or alleged



13









 







untrue statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company on the one hand or such Holder
or such other indemnified party, as the case may be, on the other, and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent such
statement or omission. The amount paid by an indemnified party as a result of the losses,
claims, damages or liabilities referred to in the first sentence of this subsection (d)
shall be deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any action or claim which is
the subject of this subsection (d). Notwithstanding any other provision of this Section
5(d), the Holders of the Securities shall not be required to contribute any amount in excess
of the amount by which the net proceeds received by such Holders from the sale of the
Securities pursuant to a Registration Statement exceeds the amount of damages which such
Holders have otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent misrepresentation. For
purposes of this paragraph (d), each person, if any, who controls such indemnified party
within the meaning of the Securities Act or the Exchange Act shall have the same rights to
contribution as such indemnified party and each person, if any, who controls the Company
within the meaning of the Securities Act or the Exchange Act shall have the same rights to
contribution as the Company.




     (e) The agreements contained in this Section 5 shall survive the sale of the Securities
pursuant to a Registration Statement and shall remain in full force and effect, regardless
of any termination or cancellation of this Agreement or any investigation made by or on
behalf of any indemnified party.



     6. Additional Interest Under Certain Circumstances.




     (a) Additional interest (the “Additional Interest”) with respect to each Transfer
Restricted Security shall be assessed as follows if either of the following events occur
(each such event in clauses (i) and (ii) below being herein called an “Registration
Default”):




     (i) any Registration Statement required by this Agreement is not declared
effective by the Commission on or prior to the applicable Effectiveness Deadline; or




     (ii) on and after the applicable Effectiveness Deadline (plus an additional 30
days in respect of the Exchange Offer Registration Statement), any Registration
Statement required by this Agreement has been declared effective by the Commission
but (A) such Registration Statement thereafter ceases to be effective or (B) such
Registration Statement or the related prospectus ceases to be usable in connection
with resales of Transfer Restricted Securities during the periods specified herein
because (1) any event occurs as a result of which the related prospectus forming
part of such Registration Statement would include any untrue statement of a material
fact or omit to state any material fact necessary to make the statements therein in
the light of the circumstances under which they were made not misleading, (2) it
shall be necessary to amend such Registration Statement or supplement the related
prospectus to comply with the Securities Act or the Exchange Act or the respective
rules thereunder or (3) of a Suspension by the Company in accordance with Section
3(w) hereof.




14











 






Each of the foregoing will constitute a Registration Default whatever the reason for any
such event and whether it is voluntary or involuntary or is beyond the control of the
Company or pursuant to operation of law or as a result of any action or inaction by the
Commission.




Additional Interest shall accrue on each Transfer Restricted Security over and above the
interest set forth in the title of such Transfer Restricted Security from and including the
date on which any such Registration Default shall occur to but excluding the date on which
all such Registration Defaults have ceased to be continuing, at a rate of 0.50% per annum
(the “Additional Interest Rate”).




     (b) A Registration Default referred to in Section 6(a)(ii) hereof shall be deemed not
to have occurred and be continuing in relation to a Shelf Registration Statement or the
related prospectus if (i) such Registration Default has occurred solely as a result of (x)
the filing of a post-effective amendment to such Shelf Registration Statement to incorporate
annual audited financial information with respect to the Company where such post-effective
amendment is not yet effective and needs to be declared effective to permit Holders to use
the related prospectus or (y) other material events with respect to the Company that would
need to be described in such Shelf Registration Statement or the related prospectus and (ii)
in the case of clause (y), the Company is proceeding promptly and in good faith to amend or
supplement such Shelf Registration Statement and related prospectus to describe such events;
provided, however, that in any case if such Registration Default occurs for
a continuous period in excess of 30 days, Additional Interest shall be payable in accordance
with the above paragraph from the date of such Registration Default until such Registration
Default ceases.




     (c) Notwithstanding the foregoing, the Company shall not be required to pay the
Additional Interest required pursuant to paragraph (a) above to a Holder of Transfer
Restricted Securities if the applicable Registration Default arises by reason of the failure
of such Holder to provide such information as (i) the Company may reasonably request, with
reasonable prior written notice, for use in the Shelf Registration Statement or any
prospectus included therein to the extent the Company reasonably determines that such
information is required to be included therein by applicable law, (ii) the FINRA or the
Commission may request in connection with such Shelf Registration Statement or (iii) is
required to comply with the agreements of such Holder contained in Section 3(a) to the
extent compliance thereof is necessary for the Shelf Registration Statement to be declared
effective.




     (d) Any amounts of Additional Interest due pursuant to Section 6(a) will be payable in
cash on the regular interest payment dates with respect to the Securities. The amount of
Additional Interest will be determined by multiplying the applicable Additional Interest
Rate by the principal amount of the Securities and further multiplied by a fraction, the
numerator of which is the number of days such Additional Interest Rate was applicable during
such period (determined on the basis of a 360-day year comprised of twelve 30-day months),
and the denominator of which is 360.




     (e) “Transfer Restricted Securities” means each Security until the earliest of (i) the
date on which such Security has been exchanged by a person other than a broker-dealer for a
freely transferable Exchange Security in the Registered Exchange Offer, (ii) following the
exchange by a broker-dealer in the Registered Exchange Offer of an Initial Security for an
Exchange Security, the date on which such Exchange Security is sold to a purchaser who
receives from such broker-dealer on or prior to the date of such sale a copy of the
prospectus contained in the Exchange Offer Registration Statement, (iii) the date on which
such Security has been effectively registered under the Securities Act and disposed of in
accordance with the Shelf



15









 







Registration Statement, (iv) the date on which such Security is distributed to the
public pursuant to Rule 144 under the Securities Act or (v) two years from the Closing Date,
provided, however, that at the written request of the Company, the
Representative may in its sole discretion agree to shorten such two-year period to one year
from the Closing Date.



     7. Rules 144 and 144A. The Company agrees with each Holder, for so long as any Transfer
Restricted Securities remain outstanding and during any period in which the Company (i) is not
subject to Section 13 or 15(d) of the Exchange Act, to make available, upon request of any Holder,
to such Holder or beneficial owner of Transfer Restricted Securities in connection with any sale
thereof and any prospective purchaser of such Transfer Restricted Securities designated by such
Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in
order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A, and (ii) is
subject to Section 13 or 15(d) of the Exchange Act, to use its reasonable best efforts to make all
filings required thereby in a timely manner in order to permit resales of such Transfer Restricted
Securities by Holders (other than affiliates and certain recent affiliates) pursuant to Rule 144.



     8. Underwritten Registrations. If any of the Transfer Restricted Securities covered by any
Shelf Registration are to be sold in an underwritten offering, subject to the proviso in Section
3(o) hereof, the investment banker or investment bankers and manager or managers that will
administer the offering (“Managing Underwriters”) will be selected by the Holders of a majority in
aggregate principal amount of such Transfer Restricted Securities to be included in such offering
and will be reasonably acceptable to the Company.



     No person may participate in any underwritten registration hereunder unless such person (i)
agrees to sell such person’s Transfer Restricted Securities on the basis reasonably provided in any
underwriting arrangements approved by the persons entitled hereunder to approve such arrangements
and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such underwriting
arrangements.



     9. Miscellaneous.




     (a) Remedies. The Company acknowledges and agrees that any failure by the Company to
comply with its obligations under Section 1 and 2 hereof may result in material irreparable
injury to the Initial Purchasers or the Holders for which there is no adequate remedy at
law, that it will not be possible to measure damages for such injuries precisely and that,
in the event of any such failure, the Initial Purchasers or any Holder may obtain such
relief as may be required to specifically enforce the Company’s obligations under Sections 1
and 2 hereof. The Company further agrees to waive the defense in any action for specific
performance that a remedy at law would be adequate.




     (b) No Inconsistent Agreements. The Company will not on or after the date of this
Agreement enter into any agreement with respect to its securities that is inconsistent with
the rights granted to the Holders in this Agreement or otherwise conflicts with the
provisions hereof. The Company hereby represents that the rights granted to the Holders
hereunder do not conflict with and are not inconsistent with the rights granted to the
holders of the Company’s securities under any agreement in effect on the date hereof.




     (c) Amendments and Waivers. The provisions of this Agreement may not be amended,
modified or supplemented, and waivers or consents to departures from the provisions hereof
may not be given, except by the Company and with the written consent of the Holders of a
majority in principal amount of the Securities affected by such amendment, modification,



16









 







supplement, waiver or consents; provided, however, that, with respect
to any matter that directly or indirectly adversely affects the rights of any Holder of
Transfer Restricted Securities occurring within the period in which any Registration
Statement is effective for such Holder, the Company shall obtain the written consent of each
such Holder against which such amendment, modification, supplement, waiver, consent or
departure is to be effective. Without the consent of the Holder of each affected Security,
however, no modification may change the provisions relating to the payment of Additional
Interest.




     (d) Notices. All notices and other communications provided for or permitted hereunder
shall be made in writing by hand delivery, first-class mail, facsimile transmission, or air
courier which guarantees overnight delivery:




     (1) if to a Holder of the Securities, at the most current address given by such
Holder to the Company.




     (2) if to the Initial Purchasers;




J.P. Morgan Securities Inc.

270 Park Avenue

New York, NY 10017

Fax No.: (212) 834-6702

Attention: High Grade Debt Capital Markets




     and with a copy to:




Latham & Watkins LLP

885 Third Avenue

New York, New York 10022-4802

Fax No.: (212) 751-4864

Attention: Jonathan R. Rod




     (3) if to the Company, at its address as follows:




MidAmerican Energy Holdings Company

666 Grand Avenue

P.O. Box 657

Des Moines, Iowa 50306-0657

Fax No.: (402) 241-1658

Attention: General Counsel




     with a copy to:




Willkie Farr & Gallagher

787 Seventh Avenue

New York, New York 10019

Fax No.: (212) 728-8111

Attention: Peter J. Hanlon



     All such notices and communications shall be deemed to have been duly given: at the time
delivered by hand, if personally delivered; three business days after being deposited in the mail,
postage prepaid, if mailed; when receipt is acknowledged by recipient’s facsimile machine operator,
if sent by



17









 







facsimile transmission; and on the day delivered, if sent by overnight air courier
guaranteeing next day delivery.




     (e) Third Party Beneficiaries. The Holders shall be third party beneficiaries to the
agreements made hereunder between the Company, on the one hand, and the Initial Purchasers,
on the other, and shall have the right to enforce such agreements directly to the extent
they may deem such enforcement necessary or advisable to protect their rights or the rights
of Holders hereunder.




     (f) Successors and Assigns. This Agreement shall be binding upon the Company and its
successors and assigns.




     (g) Counterparts. This Agreement may be executed in any number of counterparts and by
the parties hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the same
agreement.




     (h) Headings. The headings in this Agreement are for convenience of reference only and
shall not limit or otherwise affect the meaning hereof.




     (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.




     (j) Severability. If any one or more of the provisions contained herein, or the
application thereof in any circumstance, is held invalid, illegal or unenforceable, the
validity, legality and enforceability of any such provision in every other respect and of
the remaining provisions contained herein shall not be affected or impaired thereby.




     (k) Securities Held by the Company. Whenever the consent or approval of Holders of a
specified percentage of principal amount of Securities is required hereunder, Securities
held by the Company or its affiliates (other than subsequent Holders of Securities if such
subsequent Holders are deemed to be affiliates solely by reason of their holdings of such
Securities) shall not be counted in determining whether such consent or approval was given
by the Holders of such required percentage.




     (l) Submission to Jurisdiction. Each of the parties hereto hereby submits to the
exclusive jurisdiction of the Federal and State Courts of the Borough of Manhattan in the
City of New York in any suit or proceeding arising out of or relating to this Agreement or
the transactions contemplated hereby.



18









 




Execution Version


     If the foregoing is in accordance with your understanding of our agreement, please sign and
return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts,
will become a binding agreement among the several Initial Purchasers and the Company in accordance
with its terms.


	 	 	 	 	 
	 	Very truly yours,




MidAmerican Energy Holdings Company

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



 








 




     The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date
first above written.


J.P. Morgan Securities Inc.

270 Park Avenue

New York, NY 10017


     as Representative of the several Initial Purchasers


	 	 	 	 	 
	J.P. Morgan Securities Inc.
	 	 
	 
	 	 	 	 
	By:
	 	/s/ Robert Bottamedi	 	 
	Name:
	 	 

Robert Bottamedi
	 	 
	Title:
	 	Vice President	 	 





(Registration Rights Agreement)



 








 





Execution Version




ANNEX A




     Each broker-dealer that receives Exchange Securities for its own account pursuant to the
Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of
such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by
delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter”
within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented
from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities
received in exchange for Initial Securities where such Initial Securities were acquired by such
broker-dealer as a result of market-making activities or other trading activities. The Company has
agreed that, for a period of 120 days after the Expiration Date (as defined herein), it will make
this Prospectus available to any broker-dealer for use in connection with any such resale. See
“Plan of Distribution.”



 









 





ANNEX B




     Each broker-dealer that receives Exchange Securities for its own account in exchange for
Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result
of market-making activities or other trading activities, must acknowledge that it will deliver a
prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.”



 









 




ANNEX C


PLAN OF DISTRIBUTION


     Each broker-dealer that receives Exchange Securities for its own account pursuant to the
Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of
such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time,
may be used by a broker-dealer in connection with resales of Exchange Securities received in
exchange for Initial Securities where such Initial Securities were acquired as a result of
market-making activities or other trading activities. The Company has agreed that, for a period of
120 days after the Expiration Date, it will make this prospectus, as amended or supplemented,
available to any broker-dealer for use in connection with any such resale. In addition, until          , 200 , all dealers effecting transactions in the Exchange Securities may be required
to deliver a prospectus.(1)


     The Company will not receive any proceeds from any sale of Exchange Securities by
broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to
the Exchange Offer may be sold from time to time in one or more transactions in the
over-the-counter market, in negotiated transactions, through the writing of options on the Exchange
Securities or a combination of such methods of resale, at market prices prevailing at the time of
resale, at prices related to such prevailing market prices or negotiated prices. Any such resale
may be made directly to purchasers or to or through brokers or dealers who may receive compensation
in the form of commissions or concessions from any such broker-dealer or the purchasers of any such
Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it
for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a
distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of
the Securities Act and any profit on any such resale of Exchange Securities and any commission or
concessions received by any such persons may be deemed to be underwriting compensation under the
Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and
by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter”
within the meaning of the Securities Act.


     For a period of 120 days after the Expiration Date the Company will promptly send additional
copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer
that requests such documents in the Letter of Transmittal. The Company has agreed to pay all
expenses incident to the Exchange Offer (including the expenses of one counsel for the Holders of
the Securities) other than commissions or concessions of any brokers or dealers and will indemnify
the Holders of the Securities (including any broker-dealers) against certain liabilities, including
liabilities under the Securities Act.


 


			
	(1)	 	In addition, the legend required by Item 502(e) of
Regulation S-K will appear on the inside front cover page of the Exchange Offer
prospectus below the Table of Contents.



 







 




ANNEX D


o CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED THE INITIAL SECURITIES FOR YOUR OWN
ACCOUNT AS A RESULT OF MARKET MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES AND WISH TO RECEIVE 10
ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.


o CHECK HERE IF YOU ARE NOT SUCH A BROKER-DEALER BUT ARE A QUALIFIED INSTITUTIONAL BUYER OR
OTHERWISE RECEIVED THE INITIAL SECURITIES IN A TRANSACTION OR SERIES OF TRANSACTIONS EXEMPT FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND WISH TO RECEIVE 10 ADDITIONAL COPIES
OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.



	 	 	 	 	 	 	 
	 
	 	Name:	 	 	 	 
	 
	 	Address:	 	 
	 	 
	 
	 	 	 	 
	 	 




If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in,
and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a
broker-dealer that will receive Exchange Securities for its own account in exchange for Initial
Securities that were acquired as a result of market-making activities or other trading activities,
it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange
Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not
be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.