Common use of Certification Form Clause in Contracts

Certification Form. (a) Whenever any certification is to be given by an owner of a beneficial interest in a Regulation S Global Security pursuant to Section 3.06(d)(i) of this Indenture, in connection with the transfer of a beneficial interest therein to a Person who wishes to take delivery thereof in the form of a beneficial interest in a Rule 144A Global Security, such certification shall be provided substantially in the form of the following certificate (which may be attached to or set forth on the Security), including or omitting bracketed language as appropriate, but otherwise with only such changes as may be approved in writing by the Company: FORM OF TRANSFER CERTIFICATE FOR TRANSFER OR EXCHANGE FROM REGULATION S GLOBAL SECURITY TO RULE 144A GLOBAL SECURITY (TRANSFERS PURSUANT TO SECTION 3.06(d)(i) OF THE INDENTURE) The Bank of New York, as Trustee ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ New York, NY 10286 Attn: Corporate Trust Administration Re : CILCORP INC.'s [Title of Securities] Reference is hereby made to the Indenture, dated as of October 18, 1999 (the "Indenture"), between CILCORP INC. and THE BANK OF NEW YORK, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. This letter relates to U.S. $___________ principal amount of Securities which are evidenced by one or more Regulation S Global Securities in fully registered form (ISIN No. _____) and held with the Depositary by means of a book-entry interest through [Euroclear] [Cedel] in the name of [insert name of transferor] (the "Transferor"). The Transferor has requested a transfer of such beneficial interest in the Regulation S Global Security to a Person that will take delivery thereof (the "Transferee") in the form of any equal principal amount of Securities evidenced by one or more Rule 144A Global Securities (CUSIP No. ______). In connection with such request and in respect of such Securities, the Transferor does hereby certify that the interests in the Regulation S Global Security are being transferred pursuant to and in accordance with Rule 144A under the Securities Act of 1933, and, accordingly, the Transferor does hereby further certify that the interests in the Regulation S Global Security are being transferred to a Person that the Transferor reasonably believes is purchasing the Securities for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a "qualified institutional buyer" within the meaning of Rule 144A, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the underwriters or initial purchasers, if any, of the initial offering of such Securities being transferred. [Insert Name of Transferor] By: -------------------------------- Name: Title: Dated: ----------------------

Certification Form. (a) Whenever Except as otherwise specified as contemplated by Section 301 for Securities of any series, whenever any certification is to be given by an a beneficial owner of a beneficial interest in portion of a Regulation S Restricted Global Security pursuant to Section 3.06(d)(i305(c)(5)(ii) of this Indenture, Indenture in connection with the transfer of a beneficial interest therein in a Restricted Global Security to a Person person who wishes to take delivery thereof in the form of a beneficial interest in a Rule 144A Regulation S Global Security, such certification shall be provided substantially in the form of the following certificate (which may be attached to or set forth on the Security)certificate, including or omitting bracketed language as appropriate, but otherwise with only such changes as may shall be approved in writing by the Company: FORM OF TRANSFER CERTIFICATE FOR TRANSFER OR EXCHANGE FROM REGULATION S GLOBAL SECURITY TO RULE 144A GLOBAL SECURITY (TRANSFERS PURSUANT TO SECTION 3.06(d)(i) OF THE INDENTURE) Company and the lead underwriters or purchasers, if any, of the initial offering of such Securities being transferred. The First National Bank of New YorkChicago, as Trustee Corporate Trust Services Division One First ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇—▇▇▇▇▇ New York▇▇▇▇ ▇▇▇▇▇▇▇, NY 10286 Attn▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Re: Corporate Trust Administration Re : CILCORP INC.'s [Title of Securities] CSR America, Inc Reference is hereby made to the Indenture, dated as of October 18March 1, 1999 1994 (the "“Indenture"”), between CILCORP INC. CSR America, Inc., CSR Limited and THE BANK OF NEW YORKThe First National Bank of Chicago, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. This letter relates to U.S. $___________ US$ principal amount of Securities which are evidenced by one or more Regulation S Restricted Global Securities in fully registered form (ISIN CUSIP No. _____) and held with the Depositary by means of a book-entry interest through [Euroclear] [Cedel] in the name of [insert name of transferor] (the "“Transferor"”). The Transferor has requested a transfer of such beneficial interest in the Regulation S Global Security Securities to a Person that person who will take delivery thereof (the "Transferee") in the form of any an equal principal amount of Securities evidenced by one or more Rule 144A Regulation S Global Securities (CUSIP No. ______No ), which amount, immediately after such transfer, is to be held with the Depositary through Euroclear or Cedel or both (Common Code ). In connection with such request and in respect of such Securities, the Transferor does hereby certify that the interests in the Regulation S Global Security are being transferred such transfer has been effected pursuant to and in accordance with Rule 144A 903 or Rule 904 under the United States Securities Act of 1933, andas amended (the “Securities Act”), accordingly, and accordingly the Transferor does hereby further certify that the interests in the Regulation S Global Security are being transferred to a Person that the Transferor reasonably believes is purchasing the Securities for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a "qualified institutional buyer" within the meaning of Rule 144A, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the underwriters or initial purchasers, if any, of the initial offering of such Securities being transferred. [Insert Name of Transferor] By: -------------------------------- Name: Title: Dated: ----------------------that:

Certification Form. (a) Whenever Except as otherwise specified as contemplated by Section 3.01 for Securities of any series, whenever any certification is to be given by an owner of a beneficial interest in a Regulation S Global Security pursuant to Section 3.06(d)(i3.07(d)(i) of this Indenture, in connection with the transfer of a beneficial interest therein to a Person who wishes to take delivery thereof in the form of a beneficial interest in a Rule 144A Global Security, such certification shall be provided substantially in the form of the following certificate (which may be attached to or set forth on the Security), including or omitting bracketed language as appropriate, but otherwise with only such changes as may be approved in writing by the Company: FORM OF TRANSFER CERTIFICATE FOR TRANSFER OR EXCHANGE FROM REGULATION S GLOBAL SECURITY TO RULE 144A GLOBAL SECURITY (TRANSFERS PURSUANT TO SECTION 3.06(d)(iTransfers Pursuant to ss.3.07(d)(i) OF THE INDENTUREof the Indenture) The Bank of New York, as Trustee ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ New York, NY New York 10286 AttnRe: Corporate Trust Administration Re : CILCORP INC.'s MIDAMERICAN ENERGY HOLDINGS COMPANY'S [Title of Securities] Reference is hereby made to the Indenture, dated as of October 184, 1999 2002 (the "Indenture"), between CILCORP INC. MidAmerican Energy Holdings Company and THE BANK OF NEW YORKThe Bank of New York, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. This letter relates to U.S. $___________ principal amount of Securities which are evidenced by one or more Regulation S Global Securities in fully registered form (CUSIP No._________; ISIN No. __________) and held with the Depositary by means of a book-entry interest through [Euroclear] [Cedel] Euroclear or Clearstream in the name of [insert name of transferor] (the "Transferor"). The Transferor has requested a transfer of such beneficial interest in the Regulation S Global Security to a Person that will take delivery thereof (the "Transferee") in the form of any equal principal amount of Securities evidenced by one or more Rule 144A Global Securities (CUSIP No. ______). In connection with such request and in respect of such Securities, the Transferor does hereby certify that the interests in the Regulation S Global Security are being transferred pursuant to and in accordance with Rule 144A under the Securities Act of 1933, as amended, and, accordingly, the Transferor does hereby further certify that the interests in the Regulation S Global Security are being transferred to a Person that the Transferor reasonably believes is purchasing the Securities for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a "qualified institutional buyer" within the meaning of Rule 144A, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the underwriters or and initial purchasers, if any, purchasers of the initial offering of such Securities being transferred. [Insert Name of Transferor] By: -------------------------------- ------------------------------- Name: Title: Dated: ----------------------__________ cc: MIDAMERICAN ENERGY HOLDINGS COMPANY Signature Guaranty:_____________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Security Exchange Agent/Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Security Exchange Agent/Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. (b) Except as otherwise specified as contemplated by Section 3.01 for Securities of any series, whenever any certification is to be given by an owner of a beneficial interest in a Regulation S Global Security pursuant to Section 3.07(d)(iv) of this Indenture in connection with the transfer of a beneficial interest in the Regulation S Global Security to a Person who wishes to take delivery thereof in the form of a beneficial interest in an Unrestricted Global Security, such certification shall be provided substantially in the form of the following certificate, with only such changes as shall be approved in writing by the Company. FORM OF TRANSFER CERTIFICATE FOR EXCHANGE OR TRANSFER FROM REGULATION S GLOBAL SECURITY TO UNRESTRICTED GLOBAL SECURITY (Transfers pursuant to ss.3.07(d)(iv) of the Indenture) The Bank of New York, as Trustee ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ New York, New York 10286 Re: MIDAMERICAN ENERGY HOLDINGS COMPANY'S [Title of Securities] Reference is hereby made to the Indenture, dated as of October 4, 2002 (the "Indenture"), between MidAmerican Energy Holdings Company and The Bank of New York, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. This letter relates to U.S.$ _________ principal amount of Securities which are evidenced by one or more Regulation S Global Securities (CUSIP No._________; ISIN No. __________) and held with the Depositary by means of a book-entry interest through Euroclear or Clearstream in the name of [insert name of transferor] (the "Transferor"). The Transferor has requested a transfer of such beneficial interest in the Securities to a Person who will take delivery thereof in the form of an equal principal amount of Securities evidenced by one or more Unrestricted Global Securities (CUSIP No._________). In connection with such request and in respect of such Securities, the Transferor does hereby certify that such transfer has been effected pursuant to and in accordance with either Rule 903, Rule 904 or Rule 144 under the United States Securities Act of 1933, as amended (the "Securities Act"), and accordingly the Transferor does hereby further certify that: (1) if the transfer has been effected pursuant to Rule 903 or Rule 904: (A) the offer of the Securities was not made to a Person in the United States; (B) either: (i) at the time the buy order was originated, the transferee was outside the United States or the Transferor and any Person acting on its behalf reasonably believed that the transferee was outside the United States, or (ii) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any Person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States; (C) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and (D) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; or (2) if the transfer has been effected pursuant to Rule 144, the Securities have been transferred in a transaction permitted by Rule 144. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the underwriters and initial purchasers, if any, of the Securities being transferred. Terms used in this certificate and not otherwise defined in the Indenture have the meanings set forth in Regulation S under the Securities Act. [Insert Name of Transferor] By: ------------------------------ Name: Title: Dated: _____________

Certification Form. (a) Whenever Except as otherwise specified as contemplated by Section 301 for Securities of any series, whenever any certification is to be given by an a beneficial owner of a beneficial interest Book-Entry Interest in a Regulation S Global Security pursuant to Section 3.06(d)(i309(d) of this Indenture, in connection with the transfer of a beneficial interest therein to a Person who wishes to take delivery thereof in the form of a beneficial interest in a Book-Entry Interest in a Rule 144A Global Security, such certification shall be provided substantially in the form of the following certificate (which may be attached to or set forth on the Security), including or omitting bracketed language as appropriate, but otherwise with only such changes as may be approved in writing by the Company: FORM OF TRANSFER CERTIFICATE FOR TRANSFER OR EXCHANGE FROM REGULATION S GLOBAL SECURITY TO RULE 144A GLOBAL SECURITY (TRANSFERS PURSUANT TO SECTION 3.06(d)(iTransfers Pursuant to ss.309(d) OF THE INDENTUREof the Indenture) The Bank of New York, as Trustee 101 Barclay Street New York, New York 10286 Re: CE El▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ New York, NY 10286 Attn: Corporate Trust Administration Re : CILCORP INC.'s [Title of % Due (the "Securities] ") Reference is hereby made to the Indenture, dated as of October 18December 15, 1999 1997 (the "Indenture"), between CILCORP INC. and THE BANK OF NEW YORKamong CE Electric UK Funding Company, The Bank of New York, as Trustee, Principal Paying Agent, Security Exchange Agent/Registrar and Transfer Agent and Banque Internationale a Luxembourg S.A., as Paying Agent and Transfer Agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. This letter relates to U.S. $___________ US $ principal amount of Securities which are evidenced by one or more Regulation S Global Securities in fully registered bearer form (ISIN No. _____) and held with the Book-Entry Depositary by means of a bookBook-entry interest Entry Interest through [Euroclear] [Cedel] in the name of [insert name of transferor] (the "Transferor"). .] The Transferor has requested a transfer of such beneficial interest in the Regulation S Global Security Book-Entry Interest to a Person that will take delivery thereof (the "Transferee") in the form of any equal principal amount of Securities evidenced by one or more Rule 144A Global Securities (CUSIP No. ______). .] In connection with such request and in respect of such Securities, the Transferor does hereby certify that the interests in the Regulation S Global Security Book-Entry Interest are being transferred pursuant to and in accordance with Rule 144A under the Securities Act of 1933, and, accordingly, the Transferor does hereby further certify that the interests in the Regulation S Global Security Book-Entry Interest are being transferred to a Person that the Transferor reasonably believes is purchasing the Securities for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a "qualified institutional buyer" within the meaning of Rule 144A, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the underwriters or and initial purchasers, if any, purchasers of the initial offering of such Securities being transferred. [Insert Name of Transferor] By: -------------------------------- Name: Title: Dated: ------------------------------------------ cc: CE Electric UK Funding Company (b) Except as otherwise specified as contemplated by Section 301 for Securities of any series, whenever any certification is to be given by a Holder of a Security pursuant to Section 308(a)(ii) of this Indenture in connection with the transfer or exchange of a definitive Restricted Security, such certification shall be provided substantially in the form of the following certificate (which may be attached to or set forth on the Security), including or omitting bracketed language as appropriate, but otherwise with only such changes as may be approved in writing by the Company: 55 FORM OF TRANSFER CERTIFICATE FOR TRANSFER AND EXCHANGE OF DEFINITIVE SECURITIES THAT ARE RESTRICTED SECURITIES (Transfers Pursuant to ss.308(a)(ii) of the Indenture) The Bank of New York, as Trustee 101 Barclay Street New York, New York 10286 Re: CE E▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇ Company % Due (the "Securities") Reference is hereby made to the Indenture, dated as of December 15, 1997 (the "Indenture"), among CE Electric UK Funding Company, The Bank of New York, as Trustee, Principal Paying Agent, Security Exchange Agent/Registrar and Transfer Agent and Banque Internationale a Luxembourg S.A., as Paying Agent and Transfer Agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. This letter relates to US $ principal amount of Securities presented or surrendered on the date hereof (the "Surrendered Securities") which are registered in the name of [insert name of transferor] (the "Transferor"). The Transferor has requested a transfer of such Surrendered Securities registered in the name of a Person (the "Transferee") other than the Transferor (each such transaction being referred to herein as a "transfer"). In connection with such request and in respect of such Surrendered Securities, the Transferor does hereby certify that: [CHECK ONE] (1) the Surrendered Securities are being transferred to the Company or an Affiliate thereof;

Certification Form. (a) Whenever Except as otherwise specified as contemplated by Section 301 for Securities of any series, whenever any certification is to be given by an owner of a beneficial interest in a Regulation S Global Security pursuant to Section 3.06(d)(i307(d)(i) of this Indenture, in connection with the transfer of a beneficial interest therein to a Person who wishes to take delivery thereof in the form of a beneficial interest in a Rule 144A Global Security, such certification shall be provided substantially in the form of the following certificate (which may be attached to or set forth on the Security), including or omitting bracketed language as appropriate, but otherwise with only such changes as may be approved in writing by the Company: FORM OF TRANSFER CERTIFICATE FOR TRANSFER OR EXCHANGE FROM REGULATION S GLOBAL SECURITY TO RULE 144A GLOBAL SECURITY (TRANSFERS PURSUANT TO SECTION 3.06(d)(iTransfers Pursuant to '307(d)(i) OF THE INDENTUREof the Indenture) The IBJ Whitehall Bank of New York& Trust Company, as Trustee ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ New York▇▇▇ ▇▇▇▇, NY 10286 Attn: Corporate Trust Administration ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Re : CILCORP INC.MIDAMERICAN FUNDING, LLC's [Title of Securities] Reference is hereby made to the Indenture, dated as of October 18March __, 1999 (the "Indenture"), between CILCORP INC. MIDAMERICAN FUNDING, LLC and THE BANK OF NEW YORKIBJ Whitehall Bank & Trust Company, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. This letter relates to U.S. $___________ $ principal amount of Securities which are evidenced by one or more Regulation S Global Securities in fully registered form (ISIN No. _____) and held with the Depositary by means of a book-entry interest through [Euroclear] [Cedel] in the name of [insert name of transferor] (the "Transferor"). .] The Transferor has requested a transfer of such beneficial interest in the Regulation S Global Security to a Person that will take delivery thereof (the "Transferee") in the form of any equal principal amount of Securities evidenced by one or more Rule 144A Global Securities (CUSIP No. ______). In connection with such request and in respect of such Securities, the Transferor does hereby certify that the interests in the Regulation S Global Security are being transferred pursuant to and in accordance with Rule 144A under the Securities Act of 1933, and, accordingly, the Transferor does hereby further certify that the interests in the Regulation S Global Security are being transferred to a Person that the Transferor reasonably believes is purchasing the Securities for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a "qualified institutional buyer" within the meaning of Rule 144A, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the underwriters or and initial purchasers, if any, purchasers of the initial offering of such Securities being transferred. [Insert Name of Transferor] By: -------------------------------- Name: Title: Dated: ----------------------cc: MIDAMERICAN FUNDING, LLC Signature Guaranty:_____________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Security Exchange Agent/Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Security Exchange Agent/Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

Certification Form. (a) Whenever Except as otherwise specified as contemplated by Section 301 for Securities of any series, whenever any certification is to be given by an owner of a beneficial interest in a Regulation S Global Security pursuant to Section 3.06(d)(i307(d)(i) of this Indenture, in connection with the transfer of a beneficial interest therein to a Person who wishes to take delivery thereof in the form of a beneficial interest in a Rule 144A Global Security, such certification shall be provided substantially in the form of the following certificate (which may be attached to or set forth on the Security), including or omitting bracketed language as appropriate, but otherwise with only such changes as may be approved in writing by the Company: FORM OF TRANSFER CERTIFICATE FOR TRANSFER OR EXCHANGE FROM REGULATION S GLOBAL SECURITY TO RULE 144A GLOBAL SECURITY (TRANSFERS PURSUANT TO SECTION 3.06(d)(iSS.307(D)(I) OF THE INDENTURE) The IBJ Whitehall Bank of New York& Trust Company, as Trustee ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ New York▇▇▇ ▇▇▇▇, NY 10286 Attn: Corporate Trust Administration ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Re : CILCORP INC.MIDAMERICAN FUNDING, LLC's [Title of Securities] Reference is hereby made to the Indenture, dated as of October 18March __, 1999 (the "Indenture"), between CILCORP INC. MIDAMERICAN FUNDING, LLC and THE BANK OF NEW YORKIBJ Whitehall Bank & Trust Company, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. This letter relates to U.S. $___________ principal amount of Securities which are evidenced by one or more Regulation S Global Securities in fully registered form (ISIN No. _____) and held with the Depositary by means of a book-entry interest through [Euroclear] [Cedel] in the name of [insert name of transferor] (the "Transferor"). .] The Transferor has requested a transfer of such beneficial interest in the Regulation S Global Security to a Person that will take delivery thereof (the "Transferee") in the form of any equal principal amount of Securities evidenced by one or more Rule 144A Global Securities (CUSIP No. __.____). In connection with such request and in respect of such Securities, the Transferor does hereby certify that the interests in the Regulation S Global Security are being transferred pursuant to and in accordance with Rule 144A under the Securities Act of 1933, and, accordingly, the Transferor does hereby further certify that the interests in the Regulation S Global Security are being transferred to a Person that the Transferor reasonably believes is purchasing the Securities for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a "qualified institutional buyer" within the meaning of Rule 144A, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the underwriters or and initial purchasers, if any, purchasers of the initial offering of such Securities being transferred. [Insert Name of Transferor] By: -------------------------------- ____________________________ Name: Title: Dated: ----------------------cc: MIDAMERICAN FUNDING, LLC Signature Guaranty:_____________________ Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Security Exchange Agent/Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Security Exchange Agent/Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.