Officers Certificate Sample Contracts

AMPHENOL CORPORATION OFFICERS CERTIFICATE Pursuant to Section 2.2 of the Indenture (April 5th, 2017)

Reference is made to the Indenture (the Indenture), dated as of November 5, 2009, between Amphenol Corporation, a Delaware corporation (the Company), and The Bank of New York Mellon, as trustee (the Trustee). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Indenture.

AEP Transmission Company, LLC – Company Order and Officers' Certificate 3.10% Senior Notes, Series F, Due 2026 4.00% Senior Notes, Series G, Due 2046 (April 5th, 2017)
General Mills, Inc. Officers Certificate and Authentication Order (March 20th, 2017)

Pursuant to the Indenture, dated as of February 1, 1996 (as amended, the Indenture), between General Mills, Inc. (the Company) and U.S. Bank National Association (formerly known as First Trust of Illinois, National Association), as trustee (the Trustee), and resolutions adopted by the Board of Directors of the Company and the Finance Committee of the Board of Directors of the Company, this Officers Certificate and Authentication Order is being delivered to the Trustee to establish the terms of a series of Securities in accordance with Section 301 of the Indenture, to establish the form of the Securities of such series in accordance with Section 201 of the Indenture, to request the authentication and delivery of the Securities of such series pursuant to Section 303 of the Indenture and to comply with the provisions of Section 102 of the Indenture.

CA, INC. OFFICERS CERTIFICATE Pursuant to Section 2.2 of the Indenture (March 17th, 2017)

CA, Inc., a Delaware corporation (the Company), hereby certifies, through its Chief Accounting Officer, Anthony J. Radesca, and its Treasurer, Mary Charmian T. Uy, pursuant to Section 2.2 of the Indenture (the Indenture), dated as of June 1, 2008, between the Company and U.S. Bank National Association, as trustee (the Trustee), as follows:

Officers Certificate Pursuant to Sections 201, 301 and 303 of the Indenture (March 15th, 2017)

The undersigned, having read the appropriate provisions of the Indenture dated as of October 28, 1998 (the Indenture) between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (the Trustee), including Sections 201, 301 and 303 thereof and the definitions in such Indenture relating thereto, and certain other corporate documents and records, and having made such examination and investigation as, in the opinion of the undersigned, each considers necessary to enable the undersigned to express an informed opinion as to whether or not conditions set forth in the Indenture relating to the establishment of the title and terms of the Companys 4.650% Notes due 2047 (the 2047 Notes), which will constitute a new series of the Companys debt securities under the Indenture, the title and terms of $400,000,000 aggregate principal amount of the Companys 4.125% Notes due 2026 (the 2026 Notes and, together with the 2047 Notes, the Securities), which will constitute a f

[FORM OF OFFICERS CERTIFICATE] COMCAST CORPORATION Officers Certificate March 14, 2017 (March 14th, 2017)

Pursuant to Section 2.03 of the Indenture dated as of September 18, 2013 (the Indenture) by and among Comcast Corporation (the Company), the guarantors named therein and The Bank of New York Mellon, as trustee (the Trustee), as supplemented by the First Supplemental Indenture dated as of November 17, 2015 by and among the Company, the guarantors named therein and the Trustee, and guaranteed on an unsecured and unsubordinated basis by Comcast Cable Communications, LLC and NBCUniversal Media, LLC, the undersigned officers of the Company do hereby certify, in connection with the issuance of the Companys $1,005,000,000 aggregate principal amount of 4.450% Notes due 2047 (the Notes), that the terms of the Notes are as follows:

Cintas Corporation No. 2 Officers' Certificate (March 14th, 2017)

Pursuant to Sections 3.1 and 3.3 of the Indenture, dated as of May 28, 2002 (the "Base Indenture"), by and among Cintas Corporation No. 2, a Nevada corporation (the "Company"), Cintas Corporation, a Washington corporation (the "Parent Guarantor"), Cintas Corporation No. 3, a Nevada corporation ("Cintas 3"), the additional subsidiary guarantors party thereto and U.S. Bank National Association (as successor trustee to Wachovia Bank, National Association), as trustee (the "Trustee"), as amended and supplemented by a first supplemental indenture, dated as of November 8, 2010 (the "First Supplemental Indenture" and, together with the Base Indenture, the "Indenture"), by and among the Company, Cintas Corporate Services, Inc., an Ohio corporation ("Cintas Services" and, collectively with the Parent Guarantor and Cintas 3, the "Guarantors"), and the Trustee, the undersigned Senior Vice President and Chief Financial Officer of the Company and the undersigned Vice President and Treasurer of the

Cintas Corporation No. 2 Officers' Certificate (March 14th, 2017)

Pursuant to Sections 3.1 and 3.3 of the Indenture, dated as of May 28, 2002 (the "Base Indenture"), by and among Cintas Corporation No. 2, a Nevada corporation (the "Company"), Cintas Corporation, a Washington corporation (the "Parent Guarantor"), Cintas Corporation No. 3, a Nevada corporation ("Cintas 3"), the additional subsidiary guarantors party thereto and U.S. Bank National Association (as successor trustee to Wachovia Bank, National Association), as trustee (the "Trustee"), as amended and supplemented by a first supplemental indenture, dated as of November 8, 2010 (the "First Supplemental Indenture" and, together with the Base Indenture, the "Indenture"), by and among the Company, Cintas Corporate Services, Inc., an Ohio corporation ("Cintas Services" and, collectively with the Parent Guarantor and Cintas 3, the "Guarantors"), and the Trustee, the undersigned Senior Vice President and Chief Financial Officer of the Company and the undersigned Vice President and Treasurer of the

Cintas Corporation No. 2 Officers' Certificate (March 14th, 2017)

Pursuant to Sections 3.1 and 3.3 of the Indenture, dated as of May 28, 2002 (the "Base Indenture"), by and among Cintas Corporation No. 2, a Nevada corporation (the "Company"), Cintas Corporation, a Washington corporation (the "Parent Guarantor"), Cintas Corporation No. 3, a Nevada corporation ("Cintas 3"), the additional subsidiary guarantors party thereto and U.S. Bank National Association (as successor trustee to Wachovia Bank, National Association), as trustee (the "Trustee"), as amended and supplemented by a first supplemental indenture, dated as of November 8, 2010 (the "First Supplemental Indenture" and, together with the Base Indenture, the "Indenture"), by and among the Company, Cintas Corporate Services, Inc., an Ohio corporation ("Cintas Services" and, collectively with the Parent Guarantor and Cintas 3, the "Guarantors"), and the Trustee, the undersigned Senior Vice President and Chief Financial Officer of the Company and the undersigned Vice President and Treasurer of the

UNITEDHEALTH GROUP INCORPORATED $625,000,000 3.375% Notes Due April 15, 2027 Officers Certificate and Company Order (March 13th, 2017)

Pursuant to the Indenture, dated as of February 4, 2008 (the Indenture), between UnitedHealth Group Incorporated, a Delaware corporation (the Company), and U.S. Bank National Association, as trustee (the Trustee), and resolutions adopted by the Companys Board of Directors on November 8, 2016, this Officers Certificate and Company Order is being delivered to the Trustee to establish the terms of a series of Securities in accordance with Section 301 of the Indenture, to establish the form of the Securities of such series in accordance with Section 201 of the Indenture, to request the authentication and delivery of the Securities of such series pursuant to Section 303 of the Indenture and to comply with the provisions of Section 102 of the Indenture. This Officers Certificate and Company Order shall be treated for all purposes under the Indenture as a supplemental indenture thereto.

UNITEDHEALTH GROUP INCORPORATED $725,000,000 4.250% Notes Due April 15, 2047 Officers Certificate and Company Order (March 13th, 2017)

Pursuant to the Indenture, dated as of February 4, 2008 (the Indenture), between UnitedHealth Group Incorporated, a Delaware corporation (the Company), and U.S. Bank National Association, as trustee (the Trustee), and resolutions adopted by the Companys Board of Directors on November 8, 2016, this Officers Certificate and Company Order is being delivered to the Trustee to establish the terms of a series of Securities in accordance with Section 301 of the Indenture, to establish the form of the Securities of such series in accordance with Section 201 of the Indenture, to request the authentication and delivery of the Securities of such series pursuant to Section 303 of the Indenture and to comply with the provisions of Section 102 of the Indenture. This Officers Certificate and Company Order shall be treated for all purposes under the Indenture as a supplemental indenture thereto.

The PRICELINE GROUP INC. OFFICERS CERTIFICATE PURSUANT TO SECTIONS 2.02 AND 10.04 OF THE INDENTURE March 10, 2017 (March 10th, 2017)

Daniel J. Finnegan and Peter J. Millones do hereby certify that they are the Chief Financial Officer, and the Executive Vice President, General Counsel and Secretary, respectively, of The Priceline Group Inc., a Delaware corporation (the Company), and do further certify, pursuant to resolutions of the Board of Directors of the Company adopted on February 2, 2017 and the pricing committee of the Company on March 6, 2017 (together, the Resolutions), and in accordance with Sections 2.02 and 10.04 of the Indenture (the Indenture) dated as of September 23, 2014 between the Company and Deutsche Bank Trust Company Americas, as trustee (the Trustee), as follows:

TEXTRON INC. OFFICERS CERTIFICATE Pursuant to Section 3.1 of the Indenture (March 6th, 2017)

Textron Inc., a Delaware corporation (Textron), hereby certifies, through its Vice President and Treasurer, Mary F. Lovejoy, and its Assistant Secretary, Ann T. Willaman, pursuant to Section 3.1 of the Indenture dated as of September 10, 1999, between Textron and The Bank of New York Mellon Trust Company, N.A. (successor trustee to The Bank of New York), as Trustee (the Indenture), as follows:

Rpm International Inc. Officers Certificate and Authentication Order for 5.250% Notes Due 2045 (March 3rd, 2017)

Pursuant to the Indenture dated as of April 8, 2014 (the Indenture) between RPM International Inc. (the Company) and Wells Fargo Bank, National Association, as trustee (the Trustee), and the resolutions adopted by the Board of Directors of the Company on January 23 and 24, 2017 (the January Board Resolutions), this Officers Certificate is being delivered to the Trustee to request the authentication and delivery of an additional $50,000,000 in aggregate principal amount of the Companys 5.250% Notes due 2045 pursuant to Section 2.04 of the Indenture, and to comply with the provisions of Section 14.05 of the Indenture.

Rpm International Inc. Officers Certificate and Authentication Order for 3.750% Notes Due 2027 (March 3rd, 2017)

Pursuant to the Indenture dated as of April 8, 2014 (the Indenture) between RPM International Inc. (the Company) and Wells Fargo Bank, National Association, as trustee (the Trustee), and the resolutions adopted by the Board of Directors of the Company on January 23 and 24, 2017 (the January Board Resolutions), this Officers Certificate is being delivered to the Trustee to establish the terms of a series of Securities in accordance with Section 2.01 of the Indenture, to establish the form of the Securities of such series in accordance with Section 2.02 of the Indenture, and to constitute the Company Order to request the authentication and delivery of the Securities of such series pursuant to Section 2.04 of the Indenture, and to comply with the provisions of Section 14.05 of the Indenture.

APPLE INC. Officers Certificate (March 3rd, 2017)

Pursuant to Sections 102 and 301 of the Indenture, dated as of April 29, 2013 (the Indenture), by and between Apple Inc., a corporation duly organized and existing under the lawsof the State of California (the Issuer), and The Bank of New York Mellon Trust Company, N.A., a national banking association duly organized and existing under the laws of the United States, as trustee (the Trustee), the undersigned officer does hereby certify, in connection with the issuance of $1,000,000,000 aggregate principal amount of 4.300% notes due 2047 (the Notes), that the terms of the Notes are as follows:

Lyondellbasell Industries Nv – LYB INTERNATIONAL FINANCE II B.V. Officers Certificate March 2, 2017 (March 2nd, 2017)

Reference is made to the Indenture dated as of March 2, 2016 (the Indenture) between LYB International Finance II B.V. (the Company,), LyondellBasell Industries N.V. (the Guarantor) and Deutsche Bank Trust Company Americas, as trustee (the Trustee). The Trustee is the trustee for any and all securities issued under the Indenture. Pursuant to Section 2.01 of the Indenture the undersigned officer does hereby certify, in connection with the issuance of $1,000,000,000 aggregate principal amount of 3.500% Guaranteed Notes due 2027 (the Notes), that the terms of the Notes are as follows:

CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC OFFICER'S CERTIFICATE January 12, 2017 (February 28th, 2017)

I, the undersigned officer of CenterPoint Energy Houston Electric, LLC, a Texas limited liability company (the "Company"), do hereby certify that I am an Authorized Officer of the Company as such term is defined in the Indenture (as defined herein). I am delivering this certificate pursuant to the authority granted in the Resolutions adopted by written consent of the sole Manager of the Company dated January 6, 2017, and Sections 105, 201, 301, 401(1), 401(5), 403(2)(B) and 1403 of the General Mortgage Indenture, dated as of October 10, 2002, as heretofore supplemented to the date hereof (as heretofore supplemented, the "Indenture"), between the Company and The Bank of New York Mellon Trust Company, National Association (successor in trust to JPMorgan Chase Bank), as Trustee (the "Trustee"). Terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Indenture, unless the context clearly requires ot

Officers' Certificate (February 17th, 2017)

The undersigned, James Perry, does hereby certify that he is the Vice President and Treasurer of Trinity Industries, Inc., a Delaware corporation (the " Company "), and the undersigned, Chas Michel, does hereby certify that he is the Vice President, Controller and Chief Accounting Officer of the Company, and pursuant to Section 12.2 of the Indenture (the " Indenture ," with capitalized terms used in the Officers' Certificate, as defined in the Indenture), between the Company and Wells Fargo Bank, National Association, as Trustee (the " Trustee "), dated as of June 7, 2006, relating to the Company's 3 7/8% Convertible Subordinated Notes Due 2036 (the " Notes "), do hereby certify that:

NOVARTIS CAPITAL CORPORATION Officers Certificate (February 17th, 2017)

I, Craig Osten, being President of Novartis Capital Corporation (the Company), a Delaware corporation, pursuant to the resolutions duly adopted by the Board of Directors of the Company on February 9, 2017, hereby determine as follows that:

Officers Certificate (February 17th, 2017)

The undersigned, McKesson Corporation, a Delaware corporation (the Company), hereby certifies through Brian P. Moore, its Senior Vice President and Treasurer, pursuant to Sections 2.1, 2.3 and 11.5 of the Indenture, dated as of December 4, 2012 (the Indenture), by and between the Company, as Issuer, and Wells Fargo Bank, National Association, as Trustee, as follows:

The ESTEE LAUDER COMPANIES INC. 4.150% Senior Notes Due 2047 February 9, 2017 OFFICERS CERTIFICATE (February 9th, 2017)

THE UNDERSIGNED, Tracey T. Travis and Spencer G. Smul, do hereby certify that they are the duly appointed, qualified and acting Executive Vice President and Chief Financial Officer and Senior Vice President, Deputy General Counsel and Secretary, respectively, of The Estee Lauder Companies Inc., a Delaware corporation (the Company), and they do hereby further certify that there is hereby established pursuant to the authority granted by the resolutions adopted by the Board of Directors of the Company at a duly held meeting of the Board of Directors on November 11, 2016 (the Resolutions) and Section 3.01 of the Indenture, dated as of November 5, 1999 (the Indenture), between the Company and U.S. Bank Trust National Association, as successor in interest to State Street Bank and Trust Company, N.A., as trustee (the Trustee), the series of Securities (as that term is used in Section 3.01 of the Indenture) to be issued under the Indenture, which series of Securities shall have the following t

APPLE INC. Officers Certificate (February 9th, 2017)

Pursuant to Sections 102 and 301 of the Indenture, dated as of April 29, 2013 (the Indenture), by and between Apple Inc., a corporation duly organized and existing under the laws of the State of California (the Issuer), and The Bank of New York Mellon Trust Company, N.A., a national banking association duly organized and existing under the laws of the United States, as trustee (the Trustee), the undersigned officer does hereby certify, in connection with the issuance of (i) $500,000,000 aggregate principal amount of Floating Rate Notes due 2019 (the 2019 Floating Rate Notes), (ii) $500,000,000 aggregate principal amount of Floating Rate Notes due 2020 (the 2020 Floating Rate Notes), (iii) $1,000,000,000 aggregate principal amount of Floating Rate Notes due 2022 (the 2022 Floating Rate Notes), (iv) $500,000,000 aggregate principal amount of 1.550% Notes due 2019 (the 2019 Fixed Rate Notes), (v) $1,000,000,000 aggregate principal amount of 1.900% Notes due 2020 (the 2020 Fixed Rate Notes

The ESTEE LAUDER COMPANIES INC. 3.150% Senior Notes Due 2027 February 9, 2017 OFFICERS CERTIFICATE (February 9th, 2017)

THE UNDERSIGNED, Tracey T. Travis and Spencer G. Smul, do hereby certify that they are the duly appointed, qualified and acting Executive Vice President and Chief Financial Officer and Senior Vice President, Deputy General Counsel and Secretary, respectively, of The Estee Lauder Companies Inc., a Delaware corporation (the Company), and they do hereby further certify that there is hereby established pursuant to the authority granted by the resolutions adopted by the Board of Directors of the Company at a duly held meeting of the Board of Directors on November 11, 2016 (the Resolutions) and Section 3.01 of the Indenture, dated as of November 5, 1999 (the Indenture), between the Company and U.S. Bank Trust National Association, as successor in interest to State Street Bank and Trust Company, N.A., as trustee (the Trustee), the series of Securities (as that term is used in Section 3.01 of the Indenture) to be issued under the Indenture, which series of Securities shall have the following t

The ESTEE LAUDER COMPANIES INC. 1.800% Senior Notes Due 2020 February 9, 2017 OFFICERS CERTIFICATE (February 9th, 2017)

THE UNDERSIGNED, Tracey T. Travis and Spencer G. Smul, do hereby certify that they are the duly appointed, qualified and acting Executive Vice President and Chief Financial Officer and Senior Vice President, Deputy General Counsel and Secretary, respectively, of The Estee Lauder Companies Inc., a Delaware corporation (the Company), and they do hereby further certify that there is hereby established pursuant to the authority granted by the resolutions adopted by the Board of Directors of the Company at a duly held meeting of the Board of Directors on November 11, 2016 (the Resolutions) and Section 3.01 of the Indenture, dated as of November 5, 1999 (the Indenture), between the Company and U.S. Bank Trust National Association, as successor in interest to State Street Bank and Trust Company, N.A., as trustee (the Trustee), the series of Securities (as that term is used in Section 3.01 of the Indenture) to be issued under the Indenture, which series of Securities shall have the following t

TECH DATA CORPORATION OFFICERS CERTIFICATE January 31, 2017 (January 31st, 2017)

Charles V. Dannewitz, Executive Vice President, Chief Financial Officer of Tech Data Corporation, a Florida corporation (the Company), pursuant to Sections 2.01, 3.01, 3.03 and 16.01 of the Indenture, dated as of January 17, 2017, between the Company and MUFG Union Bank N.A., as Trustee (the Indenture), hereby certifies that:

The BANK OF NEW YORK MELLON CORPORATION Officers Certificate Pursuant to Sections 201 and 301 of the Senior Subordinated Indenture (January 30th, 2017)

Pursuant to resolutions of the Board of Directors (the Board), dated December 13, 2016 (the Resolutions), of The Bank of New York Mellon Corporation (the Company), and an Action, dated January 30, 2017 (the Action), of an Authorized Officer (as defined in the Resolutions) of the Company pursuant to the Resolutions and Sections 201 and 301 of the Senior Subordinated Indenture, dated as of February 9, 2016, as supplemented by the first supplemental indenture dated as of January 30, 2017, and as further supplemented from time to time (the Senior Subordinated Indenture), between the Company and Wilmington Trust, National Association, as trustee (the Trustee), the undersigned certify that the terms of a Series of Securities established pursuant to the Resolutions, the Action and Section 301 of the Senior Subordinated Indenture shall be as follows (capitalized terms not defined herein shall have the meanings assigned to them in the Senior Subordinated Indenture or the Prospectus, dated Janua

The BANK OF NEW YORK MELLON CORPORATION Officers Certificate Pursuant to Sections 201 and 301 of the Senior Indenture (January 30th, 2017)

Pursuant to resolutions of the Board of Directors (the Board), dated December 13, 2016 (the Resolutions), of The Bank of New York Mellon Corporation (the Company), and an Action, dated January 30, 2017 (the Action), of an Authorized Officer (as defined in the Resolutions) of the Company pursuant to the Resolutions and Sections 201 and 301 of the Senior Indenture, dated as of February 9, 2016, as supplemented by the first supplemental indenture dated as of January 30, 2017, and as further supplemented from time to time (the Senior Indenture), between the Company and Deutsche Bank Trust Company Americas, as trustee (the Trustee), the undersigned certify that the terms of a Series of Securities established pursuant to the Resolutions, the Action and Section 301 of the Senior Indenture shall be as follows (capitalized terms not defined herein shall have the meanings assigned to them in the Senior Indenture or the Prospectus, dated January 30, 2017, as supplemented by the Prospectus Supplem

Jefferies Group LLC – JEFFERIES GROUP LLC JEFFERIES GROUP CAPITAL FINANCE INC. Officers Certificate Pursuant To (January 17th, 2017)

The undersigned, Michael J. Sharp, Executive Vice President of Jefferies Group LLC, a Delaware limited liability company (the Company), and Executive Vice President of Jefferies Group Capital Finance Inc., a Delaware corporation (the Co-Issuer, and together with the Company, the Issuers) and Roland T. Kelly, Assistant Secretary of the Company and Secretary of the Co-Issuer, pursuant to Section 3.01 of the Senior Debt Indenture, dated as of May 26, 2016 (the Indenture) by and among the Issuers and The Bank of New York Mellon, as trustee (the Trustee), and pursuant to resolutions duly adopted by the Board of Directors of the Company on September 19, 2016 and the resolutions duly adopted by the Board of Directors of the Co-Issuer on October 20, 2016 (collectively, the Resolutions), hereby establish and approve the terms of an issuance of debt securities of the Issuers, it being understood that any term used herein which is not defined herein shall have the meaning ascribed to it in the In

BERKSHIRE HATHAWAY INC. OFFICERS CERTIFICATE ESTABLISHING TERMS OF 0.250% SENIOR NOTES DUE 2021 January 17, 2017 (January 17th, 2017)

The undersigned, Marc D. Hamburg and Jennifer M. Tselentis, do hereby certify pursuant to Section 3.01 of that certain Indenture, dated as of January 26, 2016 (the Indenture), among Berkshire Hathaway Inc. (the Company), Berkshire Hathaway Finance Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee, that:

BERKSHIRE HATHAWAY INC. OFFICERS CERTIFICATE ESTABLISHING TERMS OF 0.625% SENIOR NOTES DUE 2023 January 17, 2017 (January 17th, 2017)

The undersigned, Marc D. Hamburg and Jennifer M. Tselentis, do hereby certify pursuant to Section 3.01 of that certain Indenture, dated as of January 26, 2016 (the Indenture), among Berkshire Hathaway Inc. (the Company), Berkshire Hathaway Finance Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee, that:

General Mills, Inc. Officers Certificate and Authentication Order (January 17th, 2017)

Pursuant to the Indenture, dated as of February 1, 1996 (as amended, the Indenture), between General Mills, Inc. (the Company) and U.S. Bank National Association (formerly known as First Trust of Illinois, National Association), as trustee (the Trustee), and resolutions adopted by the Board of Directors of the Company and the Finance Committee of the Board of Directors of the Company, this Officers Certificate and Authentication Order is being delivered to the Trustee to establish the terms of a series of Securities in accordance with Section 301 of the Indenture, to establish the form of the Securities of such series in accordance with Section 201 of the Indenture, to request the authentication and delivery of the Securities of such series pursuant to Section 303 of the Indenture and to comply with the provisions of Section 102 of the Indenture.

CBOE Holdings – Officers Certificate Pursuant to Section 301 of the Indenture (January 12th, 2017)

The undersigned, Alan J. Dean, Executive Vice President and Chief Financial Officer, and David S. Reynolds, Vice President and Chief Accounting Officer, of CBOE Holdings, Inc., a Delaware corporation (the Company), pursuant to Section 301 of the Indenture dated January 12, 2017 (the Indenture) between the Company and Wells Fargo Bank, National Association, as trustee (the Trustee), providing for the issuance of an unlimited amount of Debt Securities (the Debt Securities), do hereby certify that:

BERKSHIRE HATHAWAY FINANCE CORPORATION OFFICERS CERTIFICATE ESTABLISHING THE TERMS OF THE FLOATING RATE SENIOR NOTES DUE JANUARY 2019 January 12, 2017 (January 12th, 2017)

The undersigned, Marc D. Hamburg and Jennifer M. Tselentis, do hereby certify pursuant to Section 3.01 of that certain Indenture, dated as of January 26, 2016 (the Indenture), among Berkshire Hathaway Finance Corporation (the Corporation), Berkshire Hathaway Inc., as Guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee, that:

BERKSHIRE HATHAWAY FINANCE CORPORATION OFFICERS CERTIFICATE ESTABLISHING THE TERMS OF THE FLOATING RATE SENIOR NOTES DUE 2020 January 12, 2017 (January 12th, 2017)

The undersigned, Marc D. Hamburg and Jennifer M. Tselentis, do hereby certify pursuant to Section 3.01 of that certain Indenture, dated as of January 26, 2016 (the Indenture), among Berkshire Hathaway Finance Corporation (the Corporation), Berkshire Hathaway Inc., as Guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee, that: