exv4w5



 





EXHIBIT 4.5


THIS DEBT SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS DEBT
SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER
OF THIS DEBT SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER
THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN
THE INDENTURE.



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO BERKSHIRE HATHAWAY FINANCE CORPORATION OR ITS
AGENT FOR REGISTRATION OR TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



 









 





BERKSHIRE HATHAWAY FINANCE CORPORATION




...........................................................




Floating Rate Senior Notes due 2008




CUSIP: [____]




	 	 	 	 	 
	No.

	 	 
	 	$                                        
	 	 	(as revised by the Schedule of Increases and Decreases in Global
	

	 	Security attached hereto)	 	 






     BERKSHIRE HATHAWAY FINANCE CORPORATION, a corporation duly organized and existing under the
laws of the State of Delaware (herein called the “Company”, which term includes any successor
Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to
CEDE & CO., the registered Holder hereof, the principal sum of    
($    ) (as revised by the Schedule of Increases and Decreases in Global
Security attached hereto) on January 11, 2008 (the “Stated Maturity Date), and to pay interest
thereon in arrears at a rate per annum equal to 2.66% (the “Initial Interest Rate”) from, and
including, January 11, 2005 to, but excluding, April 11, 2005 and thereafter, except as specified
herein, at a rate per annum equal to LIBOR (as determined on each Interest Determination Date in
accordance with the provisions below under the heading “Determination of LIBOR”) plus 0.05% (the
“Interest Rate”) until the principal hereof is paid or made available for payment; provided that
any principal, and any such installment of interest, which is overdue shall bear interest at the
Interest Rate (as it shall be adjusted on each Interest Payment Date and to the extent that the
payment of such interest shall be legally enforceable), from the dates such amounts are due until
they are paid or made available for payment, and such interest shall be payable on demand. The
Company will make payments of such interest quarterly in arrears on January 11, April 11, July 11
and October 11 of each year (each, an “Interest Payment Date”), commencing on April 11, 2005, and
on the Stated Maturity Date; provided, however, that if an Interest Payment Date
other than the Stated Maturity Date would fall on a day that is not a Business Day (as defined
below), such Interest Payment Date shall be postponed to the next Business Day with the same force
and effect as if made on such Interest Payment Date (and without any interest or other payment in
respect of such delay), except if such next Business Day falls in the next calendar month, in which
case such Interest Payment Date shall be the immediately preceding Business Day; provided,
further, that if the Stated Maturity Date falls on a day that is not a Business Day,
payment of principal, premium, if any, and/or interest to be made on the Stated Maturity Date shall
be made on the next Business Day with the same force and effect as if made on the Stated Maturity
Date (without any interest or other payment in respect of such delay). For purposes of this Note,

“Business Day” means any day, other than a Saturday or Sunday, that is not a day on which banking
institutions in the Borough of Manhattan, City of New York are authorized or required by law,
regulation or executive order to close; and provided, further, the day must also be
a London Business Day. “London Business Day” means any day on which dealings in deposits in U.S.
Dollars are transacted in the London interbank market. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be
paid to the Person in whose name this Debt Security (or one or more Predecessor Securities) is
registered at the close of business on each respective January 1, April 1, July 1 or October 1
immediately preceding such Interest Payment Date, whether or not a Business Day (each such date
being referred to herein as a “Regular Record Date”). Any such interest not so punctually paid or
duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and
may either be paid to the Person in whose name this Debt Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for the payment of such



 









 





Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Debt Securities of this series not less than 10 days prior to such Special Record Date, or be paid
at any time in any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Debt Securities of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in such Indenture




     Payment of the principal of and interest on this Debt Security will be made at the office or
agency of the Company maintained for that purpose in the City of New York, New York (or, if the
Company does not maintain such office or agency, at the corporate trust office of the Trustee in
the City of New York or if the Trustee does not maintain an office in the City of New York, at the
office of a Paying Agent in the City of New York), in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and private debt; provided,
however, that at the option of the Company payments of principal or interest may be made by check
mailed to the address of the Person entitled thereto as such address shall appear in the Security
Register.



     The interest payable hereon on each Interest Payment Date or the Stated Maturity Date, as the
case may be, will include interest accrued from, and including, the most recent Interest Payment
Date to which interest has been paid or duly provided for, or, if no interest has been paid or duly
provided for, from and including January 11, 2005, as the case may be, to, but excluding, such
Interest Payment Date or the Stated Maturity Date, as the case may be (each, an “Interest Period”).
Accrued interest on this Debt Security will be calculated by multiplying the outstanding principal
amount hereof by an accrued interest factor. Such accrued interest factor will be computed by
adding the interest factors calculated for each day in the Interest Period for which accrued
interest is being paid. The interest factor for each such day is computed by dividing the Interest
Rate applicable to such day by 360. The Interest Rate in effect on any Interest Payment Date will
be the Interest Rate as reset in accordance herewith on that date. The Interest Rate applicable to
any other day is the Interest Rate as reset on the immediately preceding Interest Payment Date, or
if none, the Initial Interest Rate.



     This Note will bear interest at the Interest Rate (i.e. LIBOR plus 0.05%) by reference to
LIBOR determined in accordance with the provisions set forth below. Commencing with April 11, 2005
and thereafter on each succeeding Interest Payment Date specified above, the rate at which interest
on this Note is payable shall be reset as of each such Interest Payment Date; provided, however,
that the Interest Rate in effect for the period from, and including, January 11, 2005 to, but
excluding, April 11, 2005 (i.e. the first Interest Payment Date) will be the Initial Interest Rate.



     Except as set forth in the immediately preceding paragraph, the Interest Rate applicable to an
Interest Period commencing on any Interest Payment Date will be determined by reference to LIBOR
(determined in accordance with the provisions set forth below) as of the particular “Interest
Determination Date” for such period, which will be the second London Business Day preceding the
related Interest Payment Date commencing such Interest Period. Notwithstanding the foregoing, the
Interest Rate hereon shall in no event be higher than the maximum rate permitted by New York law as
the same may be modified by United States law of general application.



     Subject to applicable provisions of law and except as specified herein, the Calculation Agent
will, as of each applicable Interest Determination Date, calculate the Interest Rate payable during
each applicable Interest Period in accordance with the provisions specified below.



     Unless otherwise specified, all percentages resulting from any calculation of the rate of
interest on this Note will be rounded, if necessary, to the nearest one hundred-thousandth of a
percentage point, (with .000005% rounded up to .00001%), and all U.S. dollar amounts used in or
resulting from such calculation on this Note will be rounded to the nearest cent (with one-half
cent rounded upward).



 









 





     Determination of LIBOR. “LIBOR” as of each Interest Determination Date for
each applicable Interest Period will be: (i) the rate for deposits in U.S. Dollars for a period of
three months, commencing on the related Interest Payment Date commencing the applicable Interest
Period, that appears on Page 3750, or any successor page, on Moneyline Telerate Inc., or any
successor service, at approximately 11:00 a.m., London time, on the applicable Interest
Determination Date or (ii) if no such rate appears, then the calculation agent will request the
principal London offices of each of four major reference banks in the London interbank market, as
selected by the Calculation Agent after consultation with Berkshire Hathaway Inc., to provide the
Calculation Agent with its offered quotation for deposits in U.S. dollars for a period of three
months, commencing on the related Interest Payment Date commencing the applicable Interest Period,
to prime banks in the London interbank market at approximately 11:00 a.m., London time, on that
Interest Determination Date and in a principal amount that is representative of a single
transaction in U.S. dollars in that market at that time (the quotations referred to in this clause
(ii) shall be referred to as “Offered Quotations”). If at least two Offered Quotations are provided
as requested, LIBOR determined by the Calculation Agent on that Interest Determination Date will be
the arithmetic mean of those quotations. If fewer than two Offered Quotations are provided as
requested, LIBOR determined by the Calculation Agent on that Interest Determination Date will be
the arithmetic mean of the rates quoted at approximately 11:00 a.m., New York time, on that
Interest Determination Date, by three major banks in New York City, as selected by the Calculation
Agent after consultation with Berkshire Hathaway Inc. for loans in U.S. dollars to leading European
banks, for a period of three months, commencing on the related Interest Payment Date commencing the
applicable Interest Period, and in a principal amount that is representative of a single
transaction in U.S. dollars in that market at that time. If the banks so selected by the
Calculation Agent are not quoting as set forth above, LIBOR for the Interest Period to which that
Interest Determination Date relates will remain LIBOR for the immediately preceding Interest
Period, or, if there was no preceding Interest Period, the rate of interest payable will be the
Initial Interest Rate.



     J.P. Morgan Trust Company, National Association will be the Calculation Agent.



     Reference is hereby made to the further provisions of this Debt Security set forth on the
reverse hereof, which further provisions shall for all purposes have the same effect as if set
forth at this place.



     Unless the certificate of authentication hereon has been executed by the Trustee
referred to on the reverse hereof by manual signature, this Debt Security shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any purpose.



 









 





IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.




	 	 	 
	Dated: [___], 2005

	 	BERKSHIRE HATHAWAY FINANCE
	

	 	CORPORATION
	 
	 	 
	

	 	By:                                                            
	

	 	Name: Marc D. Hamburg
	

	 	Title: President
	 
	 	 
	Attest:

	 	 
	 
	 	 
	Name: Jo Ellen Rieck

Title: Secretary
	 	 







 









 








[REVERSE OF DEBT SECURITY]




     This Debt Security is one of a duly authorized series of notes of the Company
(herein called the “Debt Securities”), issued and to be issued in one or more series under
an Indenture, dated as of December 22, 2003 (herein called the “Base Indenture”, and as
supplemented by (i) the Officers’ Certificate, dated as of December 22, 2003, (ii) the
Officers’ Certificate, dated as of May 7, 2004, (iii) the Officers’ Certificate, dated as of
July 19, 2004, (iv) the Officers’ Certificate, dated as of September 20, 2004, (v) the
Officer’s Certificate, dated as of October 28, 2004, (vi) the Officer’s Certificate, dated
as of January 11, 2005 and (vii) the Officer’s Certificate, dated as of [___], 2005,
together with the Base Indenture, called the “Indenture”), among the Company, as issuer,
Berkshire Hathaway Inc., as guarantor (herein the “Guarantor” which term includes any
successor Guarantor under the Indenture) and J.P. Morgan Trust Company, National
Association, as Trustee (herein called the “Trustee”, which term includes any successor
trustee under the Indenture), and reference is hereby made to the Indenture for a statement
of the respective rights, limitations of rights, duties and immunities thereunder of the
Company, the Guarantor, the Trustee and the Holders of the Debt Securities and of the terms
upon which the Debt Securities are, and are to be, authenticated and delivered. This Debt
Security is one of the series of Debt Securities, which series consists of the (i) Floating
Rate Senior Notes due 2008, (ii) 4.125% Senior Notes due 2010 and (iii) 4.85% Senior Notes
due 2015.



     This Debt Security does not have the benefit of any sinking fund obligation.



     The Indenture contains provisions for defeasance at any time of the entire Indebtedness
of this Debt Security or of certain restrictive covenants and Events of Default with respect
to this Debt Security, in each case upon compliance with certain conditions set forth in the
Indenture.



     If an Event of Default with respect to the Debt Securities of this series shall occur
and be continuing, the principal of the Debt Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.



     The Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and/or the
Guarantor and the rights of the Holders of the Debt Securities and/or the Guarantees of each
series to be affected under the Indenture at any time by the Company, the Guarantor and the
Trustee with the consent of the Holders of a majority in principal amount of the Debt
Securities at the time Outstanding of each series to be affected. The Indenture also
contains provisions permitting the Holders of specified percentages in principal amount of
the Debt Securities of each series at the time Outstanding, on behalf of the Holders of all
Debt Securities of such series, to waive compliance by the Company and/or the Guarantor with
certain provisions of the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Debt Security shall be
conclusive and binding upon such Holder and upon all future Holders of this Debt Security
and of any Debt Security issued upon the registration of transfer hereof or in exchange
herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon
this Debt Security.



     As provided in and subject to the provisions of the Indenture, the Holder of this Debt
Security shall not have the right to institute any proceeding with respect to the Indenture
or for the appointment of a receiver or trustee or for any other remedy thereunder, unless
such Holder



 









 





shall have previously given the Trustee written notice of a continuing Event of Default
with respect to the Debt Securities of this series, the Holders of not less than 25% in
principal amount of the Debt Securities of this series at the time Outstanding shall have
made written request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee indemnity or security reasonably satisfactory to
it, and the Trustee shall not have received from the Holders of a majority in principal
amount of Debt Securities of this series at the time Outstanding a direction inconsistent
with such request, and shall have failed to institute any such proceeding, for 60 days after
receipt of such notice, request and offer of indemnity. The foregoing shall not apply to
any suit instituted by the Holder of this Debt Security for the enforcement of any payment
of principal hereof or any premium or interest hereon on or after the respective due dates
expressed herein.




     No reference herein to the Indenture and no provision of this Debt Security or of the
Indenture shall alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of and any interest on this Debt Security at the times,
place and rate, and in the coin or currency, herein prescribed.



     As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Debt Security is registrable in the Security Register, upon surrender of
this Debt Security for registration of transfer at the office or agency of the Company in
any place where the principal of and any premium and interest on this Debt Security are
payable, duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof
or its attorney duly authorized in writing, and thereupon one or more new Debt Securities of
this series and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.



     The Indenture and this Debt Security are governed by the laws of the State of New York,
without regard to conflicts of laws provisions thereof.



     The Debt Securities of this series are issuable in registered form without coupons in
minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. As
provided in the Indenture and subject to certain limitations therein set forth, Debt
Securities of this series are exchangeable for a like aggregate principal amount of Debt
Securities of this series and of like tenor of a different authorized denomination, as
requested by the Holder surrendering the same.



     No service charge shall be made for any such registration of transfer or exchange, but
the Company may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith.



     Prior to due presentment of this Debt Security for registration of transfer, the
Company, the Guarantor, the Trustee and any agent thereof may treat the Person in whose name
this Debt Security is registered as the owner hereof for all purposes, whether or not this
Debt Security be overdue, and none of the Company, the Guarantor, the Trustee or any such
agent shall be affected by notice to the contrary.



     All terms used in this Debt Security which are not defined herein and are defined in
the Indenture shall have the meanings assigned to them in the Indenture.



 









 





GUARANTEE OF

BERKSHIRE HATHAWAY INC.




     FOR VALUE RECEIVED, Berkshire Hathaway Inc., a Delaware corporation (the “Guarantor”),
hereby absolutely, unconditionally and irrevocably guarantees to the holders (the “Holders”)
of any security authenticated and delivered (each a “Security”) by J.P. Morgan Trust
Company, National Association, as trustee (the “Trustee”) under that certain Indenture,
dated as of December 22, 2003 (the “Indenture”), among the Trustee, the Guarantor and
Berkshire Hathaway Finance Corporation, a Delaware corporation (“Issuer”), the full and
prompt payment when due (whether at stated maturity, by acceleration or otherwise) of all
present and future payment obligations of the Issuer pursuant to the terms of such Security
and/or the Indenture, whether direct or indirect, absolute or contingent, and whether for
principal, interest, fees, expenses, indemnification or otherwise (collectively, the
“Obligations”). Nothing herein shall be deemed to guarantee any obligation of the Issuer
other than the Obligations. Nothing herein shall be deemed to guarantee any obligation of
any person or entity other than the Issuer.



     The Guarantor’s obligations hereunder shall be unconditional and absolute, and shall
not be released, discharged or otherwise affected by (i) the existence, validity,
enforceability, perfection or extent of any collateral therefor, (ii) any lack of validity
or enforceability of any provision of the Security or the Indenture, (iii) any liquidation,
bankruptcy, insolvency, reorganization or other similar proceeding affecting the Issuer or
its assets, or (iv) any other circumstance relating to the Obligations that might otherwise
constitute a legal or equitable discharge of, or defense to, the Guarantor. The Guarantor
agrees that the Holders and/or the Trustee may resort to the Guarantor, as primary obligor
and not merely as surety, for payment of any of the Obligations whether or not the Holders
or the Trustee shall have proceeded against the Issuer or any other obligor principally or
secondarily obligated with respect to any of the Obligations. Neither the Holders nor the
Trustee shall be obligated to file any claim relating to any of the Obligations in the event
that the Issuer becomes subject to a bankruptcy, reorganization or similar proceeding, and
the failure of the Holders or the Trustee to so file shall not affect the Guarantor’s
obligations hereunder. In the event that any payment to the Holders by the Issuer in
respect of any Obligations is rescinded or must otherwise be returned for any reason
whatsoever, the Guarantor shall remain liable hereunder with respect to such Obligations as
if such payment had not been made.



     The Guarantor agrees that, subject to the Indenture, the Holders and/or the Trustee may
at any time and from time to time, either before or after the maturity thereof, without
notice to or further consent of the Guarantor, extend the time of payment of, exchange or
surrender any collateral for, or renew any of the Obligations, and may also make any
agreement with the Issuer or with any other party to or person liable on any of the
Obligations or interested therein, for the extension, renewal, payment, compromise,
discharge or release thereof, in whole or in part, or for any modification of the terms
thereof or of any agreement between the Holders, the Trustee and the Issuer or any such
other party or person, and that none of the foregoing shall in any way impair or affect this
Guarantee. The Guarantor hereby unconditionally and irrevocably waives, to the fullest
extent permitted by law, (a) notice of the acceptance of this Guarantee and of the
Obligations, presentment, demand for payment, notice of dishonor and protest, (b) any
requirement that any Holder exhaust any right or take any action against the Issuer, and (c)
any right to revoke this Guarantee.



     The Guarantor agrees to pay on demand all fees and out-of-pocket expenses incurred by
the Holders or the Trustee in any way relating to the enforcement or protection of the
rights of the Holders and/or the Trustee hereunder.



 









 





     Upon payment of any of the Obligations, the Guarantor shall be subrogated to the rights
of the Holders and/or the Trustee against the Issuer with respect to such Obligations, and
the Holders and the Trustee agree to take such steps, at the Guarantor’s expense, as the
Guarantor may reasonably request to implement such subrogation; provided, however, that the
Guarantor shall not be entitled to enforce, or to receive any payments arising out of or
based upon, such right of subrogation during any period in which any amount payable by the
Issuer under the Security or the Indenture is overdue or unpaid.



     No failure on the part of the Holders or the Trustee to exercise, and no delay in
exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise by the Holders or the Trustee of any right, remedy or
power hereunder preclude any other or future exercise of any right, remedy or power. Each
and every right, remedy and power hereby granted to the Holders or the Trustee or allowed
any of them by law or other agreement shall be cumulative and not exclusive of any other,
and may be exercised by the Holders or the Trustee at any time or from time to time.



     The Guarantor hereby represents and warrants that:



     (a) the Guarantor is duly organized, validly existing and in good standing as a corporation
under the laws of the State of Delaware and has full corporate power to execute, deliver and
perform this Guarantee;



     (b) the execution, delivery and performance of this Guarantee have been and remain duly
authorized by all necessary corporate action and do not contravene any provision of the
Guarantor’s certificate of incorporation or by-laws, as amended to date, or any law,
regulation, rule, decree, order, judgment or contractual restriction binding on the
Guarantor or its assets;



     (c) all consents, licenses, clearances, authorizations and approvals of, and registrations
and declarations with, any governmental authority or regulatory body necessary for the due
execution, delivery and performance of this Guarantee have been obtained and remain in full
force and effect and all conditions thereof have been duly complied with, and no other
action by, and no notice to or filing with, any governmental authority or regulatory body is
required in connection with the execution, delivery or performance of this Guarantee;



     (d) this Guarantee constitutes a legal, valid and binding obligation of the Guarantor
enforceable against the Guarantor in accordance with its terms, subject to bankruptcy,
insolvency, reorganization, moratorium and other laws of general applicability relating to
or affecting creditors’ rights and to general equity principles; and



     (e) there are no actions, suits or arbitration proceedings pending or, to the knowledge of
the Guarantor, threatened against it, at law or in equity, which, individually or in the
aggregate, if adversely determined, would materially adversely affect the financial
condition of the Guarantor or materially impair its ability to perform its obligations under
this Guarantee.



     The Guarantor may not assign its obligations hereunder to any person (except as
permitted by the Indenture) without the prior written consent of the Holders or the Trustee.



     All payments by the Guarantor to the Holders or the Trustee shall be made in accordance
with the provisions of the Indenture and the Security; provided, however, that payment of
any fees or expenses pursuant to the fourth paragraph hereof shall be made by wire transfer
of immediately available funds to an account at a commercial bank in the United States
specified to



 









 





the Guarantor at least ten (10) days in advance of any demand for payment by the Holders or
the Trustee.




     All notices or demands on the Guarantor shall be deemed effective when received, shall
be in writing and shall be delivered by hand or by registered mail, or by facsimile
transmission promptly confirmed by registered mail, addressed to the Guarantor at:


Berkshire Hathaway Inc.

1440 Kiewit Plaza

Omaha, NE 68131

Attention: Chief Financial Officer

Facsimile: (402) 346-3375



or to such other addresses or facsimile numbers as the Guarantor shall have notified the
Holders or the Trustee in a written notice delivered in accordance with the Indenture.




     This Guarantee shall remain in full force and effect and shall be binding on the
Guarantor, its successors and assigns until all of the Obligations have been satisfied in
full.



     This Guarantee shall be governed by, and construed in accordance with, the laws of the
State of New York applicable to contracts made and to be performed solely within such State.



     No amendment or waiver of any provision of this Guarantee shall in any event be
effective unless the same shall be in writing and signed by the Trustee and the Guarantor.



     If for any reason any provision or provisions hereof are determined to be invalid and
contrary to any existing or future law, such invalidity shall not, to the fullest extent
permitted by law, impair the operation of or effect of those portions of this Guarantee that
are valid.



     THE GUARANTOR WAIVES ANY RIGHT IT MAY HAVE TO A JURY TRIAL IN CONNECTION WITH ANY
ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATED IN ANY WAY TO THIS GUARANTEE.



 









 





	 	 	 
	Dated: [___], 2005

	 	BERKSHIRE HATHAWAY INC.
	 
	 	 
	

	 	By:                                                            
	

	 	Name: Marc D. Hamburg
	

	 	Title: Chief Financial Officer






 









 






SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY




The following increases or decreases in this Debt Security have been made:



	 	 	 
	 	 	Amount of decrease in	 	 	Amount of increase in	 	 	Principal amount of this	 	 	Signature of authorized
	 	 	principal amount of	 	 	principal amount of this	 	 	Debt Security following	 	 	signatory of Trustee or
	Date of exchange	 	this Debt Security	 	 	Debt Security	 	 	such decrease or increase	 	 	Security Custodian







 









 





ASSIGNMENT




     FOR VALUE RECEIVED, the undersigned assigns and transfers this Debt Security to:



	 	 	 	 	 
	

	 	 	 	 
	 
	 	 	 	 
	

	 	 	 	 






(Insert assignee’s
social security or tax identification number)




	 	 	 	 	 
	

	 	 	 	 
	 
	 	 	 	 
	

	 	 	 	 
	 
	 	 	 	 
	

	 	 	 	 






(Insert address and zip
code of assignee)




     and irrevocably appoints                                          as agent to transfer this Debt Security on the
Security Register. The agent may substitute another to act for him or her.



	 	 	 	 	 	 	 
	

	 	Dated:
	 	Signature:	 	 
	 
	 	 	 	 	 	 
	

	 	 	Signature Guarantee:	 	 






     (Sign exactly as your name appears on the other side of this Debt Security)



     Signatures must be guaranteed by an “eligible guarantor institution” meeting the
requirements of the Security 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 Registrar in addition to,
or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934,
as amended.