EXHIBIT 10.82
STOCK REDEMPTION AGREEMENT
THIS STOCK REDEMPTION AGREEMENT ("Agreement") is made as of January 8, 2004
by and between MIDAMERICAN ENERGY HOLDINGS COMPANY, an Iowa corporation
("MidAmerican"), and ▇▇▇▇▇ ▇. ▇▇▇▇▇ ("▇▇. ▇▇▇▇▇").
▇▇. ▇▇▇▇▇ owns a number of shares of common stock, no par value per share,
of MidAmerican ("Shares"). ▇▇. ▇▇▇▇▇ desires to sell a portion of such Shares to
MidAmerican, and MidAmerican is willing to purchase the same, in accordance with
the terms and conditions of this Agreement.
Therefore, MidAmerican and ▇▇. ▇▇▇▇▇ agree as follows:
Section 1. Purchase and Sale of Shares. ▇▇. ▇▇▇▇▇ hereby agrees to sell,
assign, transfer and deliver to MidAmerican 200,000 Shares (the "Purchased
Shares") at $100 per share, for an aggregate purchase price of Twenty Million
Dollars ($20,000,000), payable by wire transfer of immediately available funds.
▇▇. ▇▇▇▇▇ shall deliver appropriate stock certificates representing the
Purchased Shares accompanied by irrevocable stock powers against payment
therefor.
Section 2. Representations and Warranties.
(a) By ▇▇. ▇▇▇▇▇. ▇▇. ▇▇▇▇▇ represents and warrants to MidAmerican as
follows, which representations and warranties shall survive the closing of the
transactions contemplated in Section 1 above:
(1) ▇▇. ▇▇▇▇▇ has full power and authority to enter into this
Agreement and to perform the transactions contemplated hereby. This
Agreement is binding upon and is enforceable against ▇▇. ▇▇▇▇▇ in
accordance with its terms.
(2) ▇▇. ▇▇▇▇▇ owns and has good, valid and marketable title to the
Purchased Shares, free and clear of any and all transfer restrictions,
claims, liens, encumbrances, rights of third parties or other restrictions
whatsoever, and pursuant to Section 1 above shall transfer such
unrestricted title to the Purchased Shares to MidAmerican.
(3) The execution and delivery of this Agreement by ▇▇. ▇▇▇▇▇ and the
consummation of the transactions contemplated hereby will not result in the
breach of, or constitute a default under, any contract, agreement,
commitment, pledge or other instrument or obligation to which ▇▇. ▇▇▇▇▇ is
now a party or by which ▇▇. ▇▇▇▇▇ or any Purchased Shares may be bound or
affected.
(4) ▇▇. ▇▇▇▇▇ is knowledgeable in financial and business matters in
general, and those relating to MidAmerican in particular, and is capable of
evaluating the merits and risks of entering into this Agreement. Neither
MidAmerican, nor any of its directors, officers, employees, agents or
representatives, has made any statement, representation or warranty (except
as expressly set forth herein) that in any manner influenced or was taken
into account or relied upon by ▇▇. ▇▇▇▇▇ in deciding whether to enter into
this Agreement, including, without limitation, any statement relating to
MidAmerican, its business or prospects or the value of the Purchased
Shares. ▇▇. ▇▇▇▇▇ has not relied in any manner in deciding to enter into
this Agreement upon the silence or failure of MidAmerican, or its
directors, officers, employees, agents or representatives, to state any
matter with respect to MidAmerican, its business or prospects, or the value
of the Purchased Shares. ▇▇. ▇▇▇▇▇ has decided to enter into this Agreement
based on ▇▇. ▇▇▇▇▇'▇ independent investigation and for ▇▇. ▇▇▇▇▇'▇ own
business purposes which are entirely independent of any analysis of the
short or long term value or prospects of MidAmerican or the Purchased
Shares. ▇▇. ▇▇▇▇▇ recognizes that MidAmerican and its directors, officer,
employees, agents or representatives may have information regarding
MidAmerican, its business and prospects, or the value of the Shares, which
is, may be, or may be perceived to be material and which is not publicly
available and which has not been disclosed to or is not known by ▇▇. ▇▇▇▇▇.
▇▇. ▇▇▇▇▇ confirms that access to any such information would not have been
important to his decision to sell the Purchased Shares.
(b) By MidAmerican. MidAmerican represents and warrants to ▇▇. ▇▇▇▇▇ as
follows, which representations and warranties shall survive the closing of the
transactions contemplated in Section 1 above:
(1) MidAmerican has full power and authority to enter into this
Agreement and to perform the transactions contemplated hereby. This
Agreement is binding upon and is enforceable against MidAmerican in
accordance with its terms.
(2) In deciding to enter into this Agreement, MidAmerican did not rely
on any representations or warranty of ▇▇. ▇▇▇▇▇ not expressly set forth
herein.
Section 3. Indemnity. ▇▇. ▇▇▇▇▇, on the one hand, and MidAmerican, on the
other hand, shall indemnify and hold the other, and its or their (as applicable)
directors, officers, employees, agents and representatives, harmless from and
against any and all losses, damages and expenses (including, without limitation,
settlement costs, legal fees and other expenses) arising from or relating to any
breach by such party of any representation or warranty in this Agreement or any
breach by such party of any covenant, agreement or obligation contained herein.
Section 4. Expenses. All fees and expenses incurred by any of the parties
to this Agreement shall be borne by the party incurring such fees and expenses,
and all sales, transfer or other similar taxes payable in connection with this
Agreement (including, without limitation, any transfer taxes payable in
connection with the sale of the Purchased Shares) will be borne by the party
incurring such taxes.
Section 5. Implementation of Agreement. MidAmerican and ▇▇. ▇▇▇▇▇ each
agree to take or cause to be taken all such actions and execute and deliver or
cause to be executed or delivered all such documents as the other may reasonably
request in order to carry out and implement the terms and provisions of this
Agreement.
Section 6. Severability. If any part of this Agreement is held to be
invalid, void or unenforceable, the remaining terms and provisions of the
Agreement shall remain in full force and effect.
Section 7. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Iowa, without regard to conflicts of
law principles.
Section 8. Successors and Assigns; No Third Party Rights. This Agreement
shall be binding upon and inure to the benefit of MidAmerican and ▇▇. ▇▇▇▇▇, and
their respective successors, assigns, heirs and personal representatives. As
used herein, "successors and assigns" of a corporation include, but are not
limited to, affiliates and any corporation or other business entity into or with
which such corporation shall be merged, consolidated, liquidated or reorganized.
This Agreement shall not confer upon any person other than the parties hereto,
and their respective successors, assigns, heirs and personal representatives,
any rights or remedies.
Section 9. Waiver. Any waiver by any party of a breach of any term or
provision of this Agreement shall not operate as or be construed to be a waiver
of any other breach of such term or provisions of this Agreement. The failure of
a party to insist upon strict adherence to any term or provision of this
Agreement in one or more instances shall not deprive that party of the right
thereafter to insist upon strict adherence to that term or provision or any
other term or provision of this Agreement.
Section 10. Counterparts; Headings. This Agreement may be executed in two
or more counterparts, each of which when executed shall be deemed to be an
original and when taken together shall constitute one and the same agreement.
The headings contained in this Agreement are for reference only and shall not
affect in any way the meaning or interpretation of this Agreement.
Section 11. Entire Agreement. This Agreement embodies the entire agreement
and understanding between the parties with respect to its subject matter. This
Agreement may not be modified, amended, altered or supplemented except by a
written agreement signed by MidAmerican and ▇▇. ▇▇▇▇▇. The terms of this
Agreement are contractual, not merely recital. This Agreement is the result of
negotiations between the parties, and the principle of contract construction
against the drafter shall not apply to the interpretation, construction or
enforcement of this Agreement.
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement
as of the date first above written.
MIDAMERICAN ENERGY HOLDINGS COMPANY
By /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Its Sr. V.P., General Counsel &
Corporate Secretary
/s/▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇