Common use of Reports and Financial Statements Clause in Contracts

Reports and Financial Statements. The filings required to be made by the Company and the Company Subsidiaries under the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the 1935 Act, the Public Utility Regulatory Policies Act of 1978 ("PURPA"), the Federal Power Act (the "Power Act") and applicable state, municipal, local and other laws, including franchise and public utility laws and regulations, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, have been filed with the Securities and Exchange Commission (the "SEC"), the Federal Energy Regulatory Commission (the "FERC"), and the appropriate Iowa, Illinois, South Dakota, Nebraska or other appropriate Governmental Authorities, as the case may be, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. The Company has made available to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement and all amendments thereto filed with the SEC by the Company or any Company Subsidiary (or their predecessors, including, without limitation, CalEnergy Company, Inc.) pursuant to the requirements of the Securities Act or Exchange Act since January 1, 1999 (as such documents have since the time of their filing been amended, the "Company SEC Reports"). As of their respective dates, the Company SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of the Company and MidAmerican Utility included in the Company SEC Reports (collectively, the "Company Financial Statements") have been prepared in accordance with generally accepted accounting principles applied on a consistent basis ("GAAP") (except as may be indicated therein or in the notes thereto) and fairly present the financial position of the Company and MidAmerican Utility, as the case may be, as of the dates thereof and the results of their operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring audit adjustments. True, accurate and complete copies of the articles of incorporation and by-laws of the Company and MidAmerican Utility, as in effect on the date of this Agreement, are included (or incorporated by reference) in the Company SEC Reports.

Reports and Financial Statements. The Except as set forth in Section 4.5 of the Company Disclosure Schedule, all material filings required to be made by the Company and the Company Subsidiaries since January 1, 1998 under the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Public Utility Holding Company Act (the "1935 Act, the Public Utility Regulatory Policies Act of 1978 ("PURPA"), the Federal Power Act (the "Power Act") and ), the Atomic Energy Act of 1954 (the "Atomic Energy Act"), the Communications Act of 1934, applicable state, municipal, local and other laws, including franchise and state public utility laws and regulationsregulations or pursuant to the requirements of any other Governmental Authority have been filed with the SEC, the Federal Energy Regulatory Commission (the "FERC"), the Nuclear Regulatory Commission (the "NRC"), the Federal Communications Commission (the "FCC"), the Department of Energy (the "DOE"), or the appropriate state public utilities commission or such other appropriate Governmental Authority, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, have been filed with the Securities and Exchange Commission (the "SEC"), the Federal Energy Regulatory Commission (the "FERC"), and the appropriate Iowa, Illinois, South Dakota, Nebraska or other appropriate Governmental Authorities, as the case may be, and complied, as of their respective datesdates or as of the date of any amendment thereto, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. The Company has made available to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement and all amendments thereto filed with the SEC by the Company or any Company Subsidiary (or their predecessors, including, without limitation, CalEnergy Company, Inc.) pursuant to the requirements of the Securities Act or Exchange Act since January 1, 1999 1998 (as such documents have since the time of their filing been amended, the "Company SEC Reports"). As Except as set forth in Section 4.5 of the Company Disclosure Schedule, as of their respective dates, the Company SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Except as set forth in Section 4.5 of the Company Disclosure Schedule, the audited consolidated financial statements and unaudited interim financial statements of the Company and MidAmerican Utility included in the Company SEC Reports (collectively, the "Company Financial Statements") have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis ("U.S. GAAP") (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present the financial position of the Company and MidAmerican Utility, as the case may be, as of the dates thereof and the results of their its operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring normal audit adjustmentsadjustments which will not be material in amount or effect. True, accurate and complete copies of the articles of incorporation charter and by-laws of the Company and MidAmerican UtilityCompany, as in effect on the date of this Agreementhereof, are included (or incorporated by reference) in the Company SEC Reports.

Reports and Financial Statements. The filings required to be made by Since December 31, 2004, the Company and the Company Subsidiaries and Company Joint Ventures have filed or furnished, as applicable, on a timely basis (taking into account all applicable grace periods) all forms, statements, certifications, reports and documents required to be filed or furnished by them under the Securities Act of 1933, as amended (the "“Securities Act"”), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the 1935 Act, the Public Utility Regulatory Policies Holding Company Act of 1978 ("PURPA")1935, as amended and in effect prior to its repeal effective February 8, 2006, the Federal Power Energy Policy Act (of 2005, the "Power FPA, the Communications Act of 1934 as amended by the Telecommunications Act of 1996, the Atomic Energy Act") , and applicable state, municipal, local and other laws, including franchise and state public utility laws and regulations, including all forms, statements, reports, agreements Laws (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, have been filed with the Securities and Exchange Commission (the "SEC")collectively, the Federal Energy Regulatory Commission (the "FERC"“Company Reports”), and the appropriate Iowa, Illinois, South Dakota, Nebraska or other appropriate Governmental Authorities, as the case may be, and . The Company Reports have complied, as of their respective dates, in all material respects or if not yet filed or furnished, will comply, with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. The , except for such failures which, individually or in the aggregate, would not reasonably be expected to result in a Company has made available to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement and all amendments thereto filed with the SEC by the Company or any Company Subsidiary (or their predecessors, including, without limitation, CalEnergy Company, Inc.) pursuant to the requirements of the Securities Act or Exchange Act since January 1, 1999 (as such documents have since the time of their filing been amended, the "Company SEC Reports")Material Adverse Effect. As of their respective dates, (or, if amended prior to the date hereof, as of the date of such amendment), each form, certification, report, schedule, registration statement, definitive proxy statement or other document filed with or furnished to the SEC after December 31, 2004 by the Company (the “Company SEC Reports Reports”), did not, or if not yet filed or furnished, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Company SEC Reports, at the time of its filing or being furnished, complied in all material respects, or if not yet filed or furnished, will comply in all material respects, with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (“SOX”) and any rules and regulations promulgated thereunder applicable to the Company SEC Reports. The Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange and the Chicago Stock Exchange. Each of the audited consolidated financial statements and unaudited interim financial statements of the Company and MidAmerican Utility included in or incorporated by reference into the Company SEC Reports (including the related notes and schedules) (collectively, the "“Company Financial Statements"”) have been has been, and in the case of Company SEC Reports filed after the date hereof will be, prepared in accordance with United States generally accepted accounting principles (“GAAP”), consistently applied on a consistent basis ("GAAP") during the periods involved (except as may be indicated therein or in the notes theretothereto and subject, in the case of unaudited statements, to normal year-end audit adjustments) and fairly present presents, or, in the case of Company SEC Reports after the date hereof, will fairly present, the consolidated financial position of the Company and MidAmerican Utility, as the case may be, Company Subsidiaries as of the dates thereof and the results of their its operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring normal year-end audit adjustments. True, accurate and complete copies of the articles of incorporation and by-laws of the Company and MidAmerican Utility, as in effect on the date of this Agreement, are included (or incorporated by reference) in the Company SEC Reports.

Reports and Financial Statements. The filings required to be made by the Company DRI and the Company Subsidiaries its subsidiaries since January 1, 1996 under the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the 1935 Act, the Public Utility Regulatory Policies Act of 1978 ("PURPA"), the Federal Power Act (the "Power Act") ), the Atomic Energy Act of 1954, as amended (the "Atomic Energy Act"), the 1935 Act and applicable state, municipal, local and other laws, including franchise and public utility state laws and regulationsregulations have been filed with the SEC, the Federal Energy Regulatory Commission (the "FERC"), the Nuclear Regulatory Commission (the "NRC") or the applicable state regulatory authorities, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, have been filed with the Securities and Exchange Commission (the "SEC"), the Federal Energy Regulatory Commission (the "FERC"), and the appropriate Iowa, Illinois, South Dakota, Nebraska or other appropriate Governmental Authorities, as the case may be, and complied, as of their respective dates, complied in all material respects with all applicable requirements of the appropriate statutes act and the rules and regulations thereunder. The Company DRI has made available to Parent CNG a true and complete copy of each report, schedule, registration statement and definitive proxy statement and all amendments thereto filed by DRI with the SEC by the Company or any Company Subsidiary (or their predecessors, including, without limitation, CalEnergy Company, Inc.) pursuant to the requirements of under the Securities Act or and the Exchange Act since January 1, 1999 1996 and through the date hereof (as such documents have since the time of their filing been amended, the "Company DRI SEC Reports"). As of their respective datesThe DRI SEC Reports, including without limitation any financial statements or schedules included therein, at the Company time filed, and any forms, reports or other documents filed by DRI with the SEC Reports after the date hereof, did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of the Company and MidAmerican Utility DRI included in the Company DRI SEC Reports (collectively, the "Company DRI Financial Statements") have been prepared prepared, and will be prepared, in accordance with generally accepted accounting principles applied on a consistent basis ("GAAP") GAAP (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-Q under the Exchange Act) and fairly present the consolidated financial position of DRI as of the Company respective dates thereof or the consolidated results of operations and MidAmerican Utilitycash flows for the respective periods then ended, as the case may be, as of the dates thereof and the results of their operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring audit adjustments. True, accurate and complete copies of the articles of incorporation and by-laws of the Company and MidAmerican Utility, as in effect on the date of this Agreement, are included (or incorporated by reference) in the Company SEC Reports.

Reports and Financial Statements. The filings (a) Parent and each of its Subsidiaries has timely filed or furnished all forms, documents and reports required to be made filed or furnished by it with the Company and the Company Subsidiaries SEC (including under the Securities Act and the Exchange Act) (all such documents and reports filed or furnished by Parent or any of 1933its Subsidiaries, the “Parent SEC Documents”) since March 30, 2014. As of their respective dates or, if amended, as amended of the date of the last such amendment (and, in the "Securities Act"case of registration statements and proxy statements, on the dates of effectiveness and the dates of the relevant meetings, respectively), the Parent SEC Documents filed since March 30, 2014 complied in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the 1935 Act, the Public Utility Regulatory Policies Exchange Act of 1978 ("PURPA"), the Federal Power Act (the "Power Act") and applicable state, municipal, local and other laws, including franchise and public utility laws and regulations, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, have been filed with the Securities and Exchange Commission (the "SEC"), the Federal Energy Regulatory Commission (the "FERC"), and the appropriate Iowa, Illinois, South Dakota, Nebraska or other appropriate Governmental AuthoritiesXxxxxxxx-Xxxxx Act, as the case may be, and complied, as of their respective dates, in all material respects with all the applicable requirements of the appropriate statutes and the rules and regulations promulgated thereunder. The Company has made available to Parent a true , and complete copy of each report, schedule, registration statement and definitive proxy statement and all amendments thereto filed with the SEC by the Company or any Company Subsidiary (or their predecessors, including, without limitation, CalEnergy Company, Inc.) pursuant to the requirements none of the Securities Act or Exchange Act Parent SEC Documents filed since January 1March 30, 1999 (as such documents have since the time of their filing been amended, the "Company SEC Reports"). As of their respective dates, the Company SEC Reports did not contain 2014 contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. None of Parent’s Subsidiaries is, or at any time since March 30, 2014 has been, required to file any forms, reports or other documents with the SEC. Since March 30, 2014, no executive officer of Parent has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act. As of the date of this Agreement, (i) there are no outstanding or unresolved comments in any comment letters of the staff of the SEC received by Parent relating to the Parent SEC Documents and (ii) none of the Parent SEC Documents is, to the knowledge of Parent, the subject of ongoing SEC review. (b) The audited consolidated financial statements (including all related notes and unaudited interim schedules) of Parent included in or incorporated by reference into the Parent SEC Documents filed since March 30, 2014 (the “Parent Financial Statements”) (i) fairly present in all material respects the consolidated financial statements position of Parent and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with GAAP (except, in the case of the Company unaudited statements, as permitted by Form 10-Q or any successor form under the Exchange Act and MidAmerican Utility included in subject to normal year-end audit adjustments and the Company SEC Reports (collectively, the "Company Financial Statements"absence of footnote disclosure) have been prepared in accordance with generally accepted accounting principles applied on a consistent basis ("GAAP") during the periods involved (except as may be indicated therein or in the notes thereto), (iii) have been prepared from, and fairly present are in accordance with, the financial position books and records of the Company Parent and MidAmerican Utility, as the case may beits consolidated subsidiaries in all material respects and (iv) complied, as of their respective dates of filing with the dates thereof SEC, in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the results Securities Act. As of their operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring audit adjustments. True, accurate and complete copies of the articles of incorporation and by-laws of the Company and MidAmerican Utility, as in effect on the date of this Agreement, are included Xxxxx Xxxxxxxx LLP has not resigned (or incorporated informed Parent that it intends to resign) or been dismissed as independent public accountants of Parent as a result of or in connection with any disagreements with Parent on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (c) Neither Parent nor any of its Subsidiaries is a party to, nor does it have any commitment to become a party to, any off-balance sheet joint venture, off-balance sheet partnership or any other “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC). (d) Since March 30, 2014, (i) none of Parent or any Subsidiary of Parent nor, to the knowledge of Parent, any director or officer of Parent has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding accounting, internal accounting controls or auditing practices, procedures, methodologies or methods of Parent or any Subsidiary of Parent or any material complaint, allegation, assertion or claim from employees of Parent or any Subsidiary of Parent regarding questionable accounting or auditing matters with respect to Parent or any Subsidiary of Parent, and (ii) no attorney representing Parent or any Subsidiary of Parent, whether or not employed by reference) in Parent or any Subsidiary of Parent, has reported evidence of a violation of securities Laws, breach of fiduciary duty or similar violation by Parent, any Subsidiary of Parent or any of their respective officers, directors, employees or agents to the Company SEC ReportsParent Board of Directors or any committee thereof, or to the General Counsel or Chief Executive Officer of Parent.

Reports and Financial Statements. The filings required to be made by the Company KCPL and the Company KCPL Subsidiaries since January 1, 1992 under the Securities Act of 1933, as amended (the "Securities Act"), ; the Securities Exchange Act of 1934, as amended (the "Exchange Act"), ; the 1935 Act, the Public Utility Regulatory Policies Act of 1978 ("PURPA"), ; the Federal Power Act (the "Power Act"); the Atomic Energy Act of 1954, as amended (the "Atomic Energy Act") and applicable state, municipal, local and other laws, including franchise and state public utility laws and regulations, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, regulations have been filed with the Securities and Exchange Commission (the "SEC"), the Federal Energy Regulatory Commission (the "FERC"), and the Nuclear Regulatory Commission ("NRC") or the appropriate Iowa, Illinois, South Dakota, Nebraska or other appropriate Governmental Authoritiesstate public utilities commission, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder, except for such filings the failure of which to have been made or to so comply would not result in a KCPL Material Adverse Effect. The Company has made available to Parent a true and complete copy of "KCPL SEC Reports" shall mean each report, schedule, registration statement and definitive proxy statement and all amendments thereto filed with the SEC by the Company or any Company Subsidiary (or their predecessors, including, without limitation, CalEnergy Company, Inc.) KCPL pursuant to the requirements of the Securities Act or Exchange Act since January 1, 1999 1992 (as such documents have since the time of their filing been amended, the "Company SEC Reports"). As of their respective dates, the Company KCPL SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of the Company and MidAmerican Utility KCPL included in the Company KCPL SEC Reports (collectively, the "Company KCPL Financial Statements") have been prepared in accordance with generally accepted accounting principles applied on a consistent basis ("GAAP") (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present the financial position of the Company and MidAmerican Utility, as the case may be, KCPL as of the dates thereof and the results of their its operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring audit adjustments. True, accurate and complete copies of the articles Restated Articles of incorporation Consolidation and by-laws of the Company and MidAmerican UtilityKCPL, as in effect on the date of this Agreementhereof, are included (or incorporated by reference) in the Company KCPL SEC Reports.

Reports and Financial Statements. The filings required to be made by the Company CES and the Company Subsidiaries its subsidiaries since January 1, 1995 under the Securities Act, the Exchange Act, the Public Utility Holding Company Act of 19331935, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the 1935 Act, the Public Utility Regulatory Policies Act of 1978 ("PURPA"), the Federal Power Act (the "Power Act") ), the Atomic Energy Act of 1954, as amended (the "Atomic Energy Act"), and applicable state, municipal, local and other laws, including franchise and state public utility laws and regulationsregulations have been filed with the SEC, the Federal Energy Regulatory Commission (the "FERC"), the Nuclear Regulatory Commission (the "NRC"), the Department of Energy (the "DOE") or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, have been filed with the Securities and Exchange Commission (the "SEC"), the Federal Energy Regulatory Commission (the "FERC"), and the appropriate Iowa, Illinois, South Dakota, Nebraska or other appropriate Governmental Authorities, as the case may be, and thereto complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes statute and the rules and regulations thereunder, and the Exhibit Index to CES's most recently filed Form 10-K includes each agreement, contract or instrument (including all amendments thereto) to which CES or any of its subsidiaries is a party or by which any of them is bound required to be included thereon (the "CES Material Contracts"). The Company CES has made available to Parent BEC a true and complete copy of each report, schedule, registration statement and definitive proxy statement and all amendments thereto filed by CES with the SEC by the Company or any Company Subsidiary (or their predecessors, including, without limitation, CalEnergy Company, Inc.) pursuant to the requirements of the Securities Act or Exchange Act since January 1, 1999 1995 through the date of this Agreement (as such documents have since the time of their filing been amended, the "Company CES SEC Reports"). As of their respective dates, the Company CES SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of the Company and MidAmerican Utility CES included in the Company CES SEC Reports (collectively, the "Company CES Financial Statements") complied as to form in all material respects with the applicable rules of the SEC, have been prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a consistent basis ("GAAP") throughout the periods covered thereby (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present the consolidated financial position of the Company and MidAmerican Utility, as the case may be, CES as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring audit adjustments. True, accurate and complete copies of the articles of incorporation and by-laws of the Company and MidAmerican Utility, as in effect on the date of this Agreement, are included (or incorporated by reference) in the Company SEC Reports.

Reports and Financial Statements. The filings required to be made by the Company Parent and the Company its Subsidiaries since January 1, 1996 under the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the 1935 Act, the Public Utility Regulatory Policies Act of 1978 ("PURPA")Exchange Act, the Federal Power Act (the "Power Act") and ), the Natural Gas Act (the "Gas Act"), the Natural Gas Policy Act (the "NGPA"), the Public Utility Holding Company Act of 1935, as amended (the "1935 Act"), or any applicable state, municipal, local and other state laws, including franchise rules or regulations have been filed with the Securities and Exchange Commission (the "SEC"), the applicable public utility laws and regulationsregulatory authorities or the FERC, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, have been filed with the Securities and Exchange Commission (the "SEC"), the Federal Energy Regulatory Commission (the "FERC"), and the appropriate Iowa, Illinois, South Dakota, Nebraska or other appropriate Governmental Authorities, as the case may be, and complied, as of their respective dates, Parent has complied in all material respects with all applicable requirements of the appropriate statutes act and the rules and regulations thereunder. The Company Parent has made available to Parent the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement and all amendments thereto filed by Parent with the SEC by the Company or any Company Subsidiary (or their predecessors, including, without limitation, CalEnergy Company, Inc.) pursuant to the requirements of the Securities Act or Exchange Act since January 1, 1999 1996 (as such documents have since the time of their filing been amended, the "Company Parent SEC Reports"). As of their respective dates, the Company Parent SEC Reports (i) complied, or with respect to those not yet filed, will comply, in all material respects with the applicable requirements of the Securities Act and the Exchange Act and (ii) did not, or with respect to those not yet filed, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of the Company and MidAmerican Utility Parent included in the Company Parent SEC Reports (collectively, the "Company Parent Financial Statements") have been been, or with respect to those not yet filed, will be prepared in accordance with generally accepted accounting principles applied on a consistent basis ("GAAP") GAAP (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present, or with respect to those not yet filed, will fairly present the financial position of the Company and MidAmerican Utility, as the case may be, Parent as of the dates thereof and the results of their its operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring audit adjustments. TrueNotwithstanding the foregoing, accurate and complete copies of the articles of incorporation and by-laws of no representation or warranty is being made in this Section 3.5 with respect to information furnished in writing by the Company and MidAmerican Utility, as specifically for inclusion in effect on any Parent SEC Report filed after the date of this Agreement, are included hereof or with respect to any Company SEC Report (or as hereinafter defined) incorporated therein by reference) in the Company SEC Reports.

Reports and Financial Statements. The (a) Since January 1, 1997, the filings required to be made by the Company SIGCORP and the Company Subsidiaries its subsidiaries under the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT"), the Securities Exchange Act of 1934, as amended (the "Exchange ActEXCHANGE ACT"), the 1935 Act, the Public Utility Regulatory Policies Act of 1978 ("PURPA")applicable Indiana laws and regulations, the Federal Power Act (the "Power POWER ACT"), the Natural Gas Act (the "GAS ACT"), the Federal Communications Act (the "Communications Act") and applicable stateor the 1935 Act have been filed with the SEC, municipalthe Indiana Utility Regulatory Commission (the "IURC"), local and other lawsor the Federal Energy Regulatory Commission (the "FERC"), including franchise and public utility laws and regulationsas required by each such law or regulation, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, have been filed with the Securities and Exchange Commission (the "SEC"), the Federal Energy Regulatory Commission (the "FERC"), and the appropriate Iowa, Illinois, South Dakota, Nebraska or other appropriate Governmental Authorities, as the case may be, and complied, as of their respective dates, complied in all material respects with all applicable requirements of the appropriate statutes act and the rules and regulations thereunder. The Company . (b) SIGCORP has made available to Parent Indiana a true and complete copy of each report, schedule, registration statement and definitive proxy statement and all amendments thereto filed by SIGCORP with the SEC by the Company or any Company Subsidiary (or their predecessors, including, without limitation, CalEnergy Company, Inc.) pursuant to the requirements of the Securities Act or Exchange Act since January 1, 1999 1996 (as such documents have since the time of their filing been amended, the "Company SIGCORP SEC REPORTS"). (c) The SIGCORP SEC Reports"). As of their respective dates, including without limitation any financial statements or schedules included therein, at the Company time filed, and any forms, reports or other documents filed by SIGCORP with the SEC Reports after the date hereof, did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. . (d) The audited consolidated financial statements and unaudited interim financial statements of the Company and MidAmerican Utility SIGCORP included in the Company SIGCORP SEC Reports (collectively, the "Company Financial StatementsSIGCORP FINANCIAL STATEMENTS") have been prepared prepared, and will be prepared, in accordance with generally accepted accounting principles GAAP applied on a consistent basis ("GAAP") (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-Q) and fairly present in all material respects the financial position of SIGCORP as of the Company respective dates thereof or the results of operations and MidAmerican Utilitycash flows for the respective periods then ended, as the case may be, as of the dates thereof and the results of their operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring audit adjustments. . (e) True, accurate and complete copies of the articles Articles of incorporation Incorporation and by-laws Bylaws of the Company and MidAmerican UtilitySIGCORP, as in effect on the date of this Agreementhereof, are included (or incorporated by reference) in the Company SEC Reportshave been delivered to Indiana.

Reports and Financial Statements. The filings required to be made by the Company or any of its subsidiaries since September 1, 1999 under the Exchange Act and applicable state laws and regulations have been filed with the SEC and the Company Subsidiaries under Secretary of State of the Securities Act State of 1933Delaware, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the 1935 Act, the Public Utility Regulatory Policies Act of 1978 ("PURPA"), the Federal Power Act (the "Power Act") and applicable state, municipal, local and other laws, including franchise and public utility laws and regulationscase may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, have been filed with the Securities including, but not limited to, all franchises, services agreements and Exchange Commission (the "SEC"), the Federal Energy Regulatory Commission (the "FERC")related documents, and the appropriate Iowa, Illinois, South Dakota, Nebraska or other appropriate Governmental Authorities, as the case may be, and all such filings complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. The Company has made available to Parent J Net a true and complete copy of each form, report, schedule, registration statement and statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereto thereof and supplements thereto) filed with the SEC by the Company or any Company Subsidiary (or their predecessors, including, without limitation, CalEnergy Company, Inc.) pursuant to of its subsidiaries with the requirements of the Securities Act or Exchange Act SEC since January September 1, 1999 (as such documents have since the time of their filing been amended, the "Company SEC Reports"), which are all the documents (other than preliminary materials) that the Company and its subsidiaries were required to file with the SEC under the Exchange Act since such date. As of their respective dates, the Company SEC Reports Reports, including, without limitation, any financial statements or schedules included therein, at the time filed (i) complied as to form in all material respects with the requirements of the Exchange Act, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent such documents may have been amended by a subsequent Company SEC Report. The Each of the audited consolidated financial statements and unaudited interim financial statements of (including, in each case, the Company and MidAmerican Utility notes, if any, thereto) included in the Company SEC Reports (collectively, the "Company Financial Statements") have been complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis ("GAAP") during the periods involved (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present the financial position of the Company and MidAmerican Utility, as the case may be, as of the dates thereof and the results of their operations and cash flows for the periods then ended, (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments. Trueadjustments (which are not expected to be, accurate individually or in the aggregate, materially adverse to the Company and complete copies of its subsidiaries, taken as a whole)) the articles of incorporation and by-laws consolidated financial position of the Company as of the dates thereof and MidAmerican Utility, the consolidated results of operations and cash flows for the periods then ended. Each subsidiary of the Company is treated as in effect on a consolidated subsidiary of the date of this Agreement, are included (or incorporated by reference) Company in the Company SEC ReportsFinancial Statements for all periods covered thereby.

Reports and Financial Statements. The filings required to be made by the Company and the Company Subsidiaries or any of its subsidiaries since September 1, 1999 under the Exchange Act and applicable state laws and regulations have been filed with the Securities Act of 1933, as amended and Exchange Commission (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the 1935 Act, the Public Utility Regulatory Policies Act of 1978 ("PURPA"), the Federal Power Act (the "Power ActSEC") and applicable statethe Secretary of State of the State of Delaware, municipal, local and other laws, including franchise and public utility laws and regulationsas the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, have been filed with the Securities including, but not limited to, all franchises, services agreements and Exchange Commission (the "SEC"), the Federal Energy Regulatory Commission (the "FERC")related documents, and the appropriate Iowa, Illinois, South Dakota, Nebraska or other appropriate Governmental Authorities, as the case may be, and all such filings complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. The Company has made available to Parent J Net a true and complete copy of each form, report, schedule, registration statement and statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereto thereof and supplements thereto) filed with the SEC by the Company or any Company Subsidiary (or their predecessors, including, without limitation, CalEnergy Company, Inc.) pursuant to of its subsidiaries with the requirements of the Securities Act or Exchange Act SEC since January September 1, 1999 (as such documents have since the time of their filing been amended, the "Company COMPANY SEC REPORTS" (the term "J Net SEC Reports"," when used in ARTICLE III, having a correlative meaning with respect to J Net)), which are all the documents (other than preliminary materials) that the Company and its subsidiaries were required to file with the SEC under the Exchange Act since such date. As of their respective dates, the Company SEC Reports Reports, including, without limitation, any financial statements or schedules included therein, at the time filed (i) complied as to form in all material respects with the requirements of the Exchange Act, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except to the extent such documents may have been amended by a subsequent Company SEC Report. The Each of the audited consolidated financial statements and unaudited interim financial statements of (including, in each case, the Company and MidAmerican Utility notes, if any, thereto) included in the Company SEC Reports (collectively, the "Company Financial StatementsCOMPANY FINANCIAL STATEMENTS") have been complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with United States generally accepted accounting principles applied on a consistent basis ("GAAP") during the periods involved (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present the financial position of the Company and MidAmerican Utility, as the case may be, as of the dates thereof and the results of their operations and cash flows for the periods then ended, (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments. Trueadjustments (which are not expected to be, accurate individually or in the aggregate, materially adverse to the Company and complete copies of its subsidiaries, taken as a whole)) the articles of incorporation and by-laws consolidated financial position of the Company as of the dates thereof and MidAmerican Utility, the consolidated results of operations and cash flows for the periods then ended. Each subsidiary of the Company is treated as in effect on a consolidated subsidiary of the date of this Agreement, are included (or incorporated by reference) Company in the Company SEC ReportsFinancial Statements for all periods covered thereby.

Reports and Financial Statements. The Since January 1, 1995, the filings required to be made by the Company and the Company Subsidiaries its subsidiaries under the Securities Act of 1933, as amended 1933 (the "Securities Act"), the Securities Exchange Act of 1934, as amended 1934 (the "Exchange Act"), the 1935 Act, the Public Utility Regulatory Policies Act of 1978 ("PURPA"), applicable state laws and regulations regulating public utilities or the Federal Power Act (the "Power Act") and applicable state, municipal, local and other laws, including franchise and public utility laws and regulations, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, have been filed with the Securities and Exchange Commission (the "SEC"), the Federal Energy Regulatory California Public Utilities Commission, the Arizona Corporations Commission, the Public Utilities Commission (of Nevada or the "FERC"), and the appropriate Iowa, Illinois, South Dakota, Nebraska or other appropriate Governmental Authorities, as the case may be, and complied, as of their respective dates, complied in all material respects with all applicable requirements of the appropriate statutes act and the rules and regulations thereunder. The Company has made available to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement and all amendments thereto filed by the Company with the SEC by the Company or any Company Subsidiary (or their predecessors, including, without limitation, CalEnergy Company, Inc.) pursuant to the requirements of the Securities Act or Exchange Act since January 1, 1999 1995 (as such documents have since the time of their filing been amended, the "Company SEC Reports"). As of their respective dates, the Company SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of the Company and MidAmerican Utility included in the Company SEC Reports (collectively, the "Company Financial Statements") have been prepared in accordance with generally accepted accounting principles applied on a consistent basis ("GAAP") (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present the financial position of the Company and MidAmerican Utility, as the case may be, its subsidiaries as of the dates thereof and the results of their operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring audit adjustments. True, accurate and complete copies of the articles of incorporation and by-laws of the Company and MidAmerican Utility, as in effect on the date of this Agreement, are included (or incorporated by reference) in the Company SEC Reports.

Reports and Financial Statements. (a) The filings Company and each of its Subsidiaries has timely filed all forms, reports, schedules, registration statements, proxy statements, information statements and other documents (together with all amendments thereof and supplements thereto) that were required to be made by the Company and the Company Subsidiaries under the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the 1935 Act, the Public Utility Regulatory Policies Act of 1978 ("PURPA"), the Federal Power Act (the "Power Act") and applicable state, municipal, local and other laws, including franchise and public utility laws and regulations, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, have been filed with the Securities and Exchange Commission (the "SEC"), the Federal Energy Regulatory Commission (the "FERC"), and the appropriate Iowa, Illinois, South Dakota, Nebraska or other appropriate Governmental Authorities, as the case may be, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. The Company has made available to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement and all amendments thereto filed with the SEC by the Company or any Company Subsidiary (with any applicable Governmental or their predecessorsRegulatory Authority, includingincluding the SEC, without limitationsince December 31, CalEnergy Company, Inc.) pursuant to the requirements of the Securities Act or Exchange Act since January 1, 1999 2002 (as such documents have since the time of their filing been amendedamended or supplemented, the "“Company SEC Reports"”), which are all of the documents (other than preliminary material) that the Company or any Subsidiary was required to file with any applicable Governmental or Regulatory Authority since such date. As of their respective datesdates (and without giving effect to any amendments or supplements filed after the date of this Agreement with respect to Company Reports filed before the date of this Agreement), each of the Company Reports, (i) complied as to form in all material respects with the Law enforced or promulgated by the applicable Governmental or Regulatory Authority, including, in the case of forms, reports, schedules, registration statements, proxy statements, information statements and other documents (together with all amendments thereof and supplements thereto) subject to the requirements of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”), or the Exchange Act (as such documents have since the time of their filing been amended or supplemented, the Company “SEC Reports Reports”), the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the foregoing representations in the first two sentences of this Section 3.5(a), insofar as such representations relate to Company Reports filed with any Governmental or Regulatory Authority other than the SEC, are made only (A) as to Company Reports with state and United States federal Governmental or Regulatory Authorities and (B) as to failures to comply with any of such representations where such failures, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on the Company. The audited consolidated financial statements and unaudited interim consolidated financial statements of (including, in each case, the Company notes and MidAmerican Utility schedules, if any, thereto) included in the Company SEC Reports (collectively, the "“Company Financial Statements"”) have been complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC, were prepared in accordance with generally accepted accounting principles applied on a consistent basis ("GAAP") during the periods involved (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present the financial position of the Company and MidAmerican Utility, as the case may be, as of the dates thereof and the results of their operations and cash flows for the periods then ended, presented (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments. True, accurate and complete copies ) the consolidated financial position of the articles Company as at the respective dates thereof and the consolidated results of incorporation its operations, stockholders’ equity and bycash flows for the respective periods then ended. (b) The Company has established and maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) that are reasonably designed to ensure that material information (both financial and non-laws financial) relating to the Company and the Subsidiaries required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to the Company’s principal executive officer and principal financial officer, or Persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the principal executive officer and the principal financial officer of the Company required by Section 302 of the Xxxxxxxx-Xxxxx Act of 2002 (“SOXA”) with respect to such reports. For purposes of this Agreement, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOXA. Each of the principal executive officer of the Company and MidAmerican Utilitythe principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as in effect applicable) has made all certifications required by Sections 302 and 906 of SOXA and the rules and regulations promulgated thereunder with respect to the Company Reports and such certifications were accurate. The Company has prepared a plan intended to comply with the requirements of Section 404 of SOXA on the date mandated compliance date, and is not aware of this Agreementany reason why such plan will not so comply. To the Company’s knowledge, are included (there is no fraud, whether or incorporated by reference) not material, that involves management or other employees who have a significant role in the Company’s internal controls and procedures. Except as reflected in the Company SEC ReportsFinancial Statements, neither the Company nor any Subsidiary is a party to any material off-balance sheet arrangements (as defined in Item 303 of Regulation S-K promulgated under the Exchange Act). (c) The Company’s books and records and those of its Subsidiaries have been fully, properly and accurately maintained in all material respects, and there are no material inaccuracies or discrepancies of any kind contained or reflected therein. (d) As used in this Section 3.5, the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC.

Reports and Financial Statements. (a) The filings (other than immaterial filings) required to be made by the Company and the Company Subsidiaries since January 1, 1993 under the Securities Act of 1933, as amended (the "Securities Act"), ; the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the 1935 Act, ; the Public Utility Regulatory Policies Holding Company Act of 1978 1935, as amended (the "PURPA1935 Act"), ; the Federal Power Act (the "Power Act") ); and applicable state, municipal, local and other laws, including franchise and state public utility laws and regulations, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, regulations have been filed with the Securities and Exchange Commission (the "SEC"), the Federal Energy Regulatory Commission (the "FERC"), and or the appropriate Iowa, Illinois, South Dakota, Nebraska or other appropriate Governmental Authoritiesstate public utilities commission, as the case may be, including all forms, statements, reports, tariffs, contracts, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate applicable statutes and the rules and regulations thereunder. The Company has made available to Parent CEI a true and complete copy of each report, schedule, registration statement and definitive proxy statement and all amendments thereto filed with the SEC by the Company or any Company Subsidiary (or their predecessors, including, without limitation, CalEnergy Company, Inc.) pursuant to the requirements of the Securities Act or Exchange Act since January 1, 1999 1993 (as such documents have since the time of their filing been amended, the "Company SEC Reports"). As of their respective dates, the Company SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements (including the notes thereto) of the Company and MidAmerican Utility included in the Company SEC Reports (collectively, the "Company Financial Statements") have been prepared in accordance with United States generally accepted accounting principles ("GAAP") as applied to a regulated utility, applied on a consistent basis ("GAAP") during the periods involved (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present the consolidated financial position of the Company and MidAmerican Utility, as the case may be, its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring audit adjustments. True, accurate and complete copies of the articles Restated Certificate of incorporation Incorporation and by-laws of the Company and MidAmerican UtilityCompany, as in effect on the date of this Agreementhereof, are included (or incorporated by reference) in the Company SEC Reports.

Reports and Financial Statements. The filings (a) Since January 1, 2001, the Company has filed with the SEC all material forms, registration statements, prospectuses, reports, schedules and documents (including all exhibits, post-effective amendments and supplements thereto) (the “Company SEC Documents”) required to be made filed by the Company and the Company Subsidiaries it under each of the Securities Act and the Exchange Act, all of 1933which, as amended (the "Securities Act")if applicable, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the 1935 Act, the Public Utility Regulatory Policies Act of 1978 ("PURPA"), the Federal Power Act (the "Power Act") and applicable state, municipal, local and other laws, including franchise and public utility laws and regulations, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, have been filed with the Securities and Exchange Commission (the "SEC"), the Federal Energy Regulatory Commission (the "FERC"), and the appropriate Iowa, Illinois, South Dakota, Nebraska or other appropriate Governmental Authorities, as the case may be, and complied, as of their respective dates, complied in all material respects as to form with all applicable requirements of the appropriate statutes Act, SOX and the rules and regulations thereunder. The Company has made available to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement and all amendments thereto filed with the SEC by the Company or any Company Subsidiary (or their predecessors, including, without limitation, CalEnergy Company, Inc.) pursuant to the requirements of the Securities Act or Exchange Act since January 1, 1999 (as such documents have since the time of their filing been amended, the "Company SEC Reports"). As of their respective datesdates (taking into account any amendments or supplements filed prior to the date hereof), the Company SEC Reports Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) Each of the principal executive officer of the Company and the principal financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer of the Company, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act or Sections 302 and 906 of SOX and the rules and regulations of the SEC promulgated thereunder with respect to the Company SEC Documents, and to the Knowledge of the Company, the statements contained in such certifications are true and correct. For purposes of this Section 3.05(b), “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Neither the Company nor any of its Subsidiaries has outstanding, or has arranged any outstanding, “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (c) Section 3.05(c) of the Company Disclosure Letter fairly presents a complete and accurate account of the Company’s cash, accounts receivables and accounts payable as of the Signing Date. The audited consolidated financial statements and unaudited interim financial statements of the Company and MidAmerican Utility included in the Company SEC Reports (collectivelyDocuments comply as to form, as of their respective dates of filing with the "Company Financial Statements") SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q or 8-K or the applicable rules of the SEC) applied on a consistent basis ("GAAP") during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present the consolidated financial position of the Company and MidAmerican Utility, as the case may be, its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, ended (subject, in the case of the unaudited interim financial statements, to normal, recurring normal year-end audit adjustmentsadjustments which are not material). True, accurate The books and complete copies of the articles of incorporation and by-laws records of the Company and MidAmerican Utilityits Subsidiaries are maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. (d) Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar contract or arrangement (including any contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC)), where the result, purpose or intended effect of such contract or arrangement is to avoid disclosure of any material transaction involving, or material Liabilities of, the Company or any of its Subsidiaries in the Company’s or such Subsidiary’s published financial statements or other of the Company SEC Documents. (e) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (f) The Company has in place the “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) required in order for the Chief Executive Officer and Chief Financial Officer of the Company to engage in the review and evaluation process mandated by the Exchange Act and the rules promulgated thereunder. The Company’s “disclosure controls and procedures” are reasonably designed to ensure that all information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Chief Executive Officer and Chief Financial Officer of the Company required under the Exchange Act with respect to such reports. (g) Except as otherwise disclosed in the Company SEC Documents, since December 31, 2000, the Company has not received from its independent auditors any oral or written notification of a (x) ”reportable condition” or (y) ”material weakness” in the Company’s internal controls. For purposes of this Agreement, the terms “reportable condition” and “material weakness” shall have the meanings assigned to them in the Statements of Auditing Standards 60, as in effect on the date of this Agreement, are included (or incorporated by reference) in the Company SEC Reportshereof.

Reports and Financial Statements. The filings required to be made by the Parent, Company and the Company Subsidiaries since January 1, 1994 under the Securities Act of 1933, as amended 1933 (the "Securities Act"), the Securities Exchange Act of 1934, as amended 1934 (the "Exchange Act"), the 1935 Act, the Public Utility Regulatory Policies Federal Power Act, the Atomic Energy Act of 1978 and applicable state laws and regulations have been filed with the Securities and Exchange Commission (the "PURPASEC"), the Federal Power Act Energy Regulatory Commission ("FERC"), the "Power Act") and applicable stateNuclear Regulatory Commission or the appropriate state public utilities commission, municipal, local and other laws, including franchise and public utility laws and regulationsas the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, have been filed with the Securities and Exchange Commission (the "SEC"), the Federal Energy Regulatory Commission (the "FERC"), and the appropriate Iowa, Illinois, South Dakota, Nebraska or other appropriate Governmental Authorities, as the case may be, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes statute and the rules and regulations thereunder. The Parent or Company has made available to Parent Authority or LIPA Sub a true and complete copy of each report, schedule, registration statement and definitive proxy statement and all amendments thereto filed by Parent or Company with the SEC by the Company or any Company Subsidiary (or their predecessors, including, without limitation, CalEnergy Company, Inc.) pursuant to the requirements of the Securities Act or Exchange Act since January 1, 1999 1994 (as such documents have since the time of their filing been amended, the "Company Parent SEC Reports"). As of their respective dates, the Company Parent SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of the Company and MidAmerican Utility included in the Company Parent SEC Reports (collectively, the "Company Financial Statements") have been prepared in accordance with generally accepted accounting principles applied on a consistent basis ("GAAP") GAAP (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present the financial position of the Company and MidAmerican Utility, as the case may be, as of the dates thereof and the results of their its operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring audit adjustments. True, accurate and complete copies of the articles respective certificates of incorporation and by-laws of the Company Parent and MidAmerican UtilityCompany, as in effect on the date of this Agreementhereof, are included (or incorporated by reference) in the Company Parent SEC Reports.

Reports and Financial Statements. The filings required to be -------------------------------- made by the Company and the Company Subsidiaries its subsidiaries since September 30, 1996 under the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the 1935 Act, the Public Utility Regulatory Policies Act of 1978 ("PURPA"), the Federal Power Act Act, as amended (the "Power Act") and applicable state, municipal, local and other laws, including franchise and state public utility laws and regulations, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, regulations have been filed with the Securities and Exchange Commission (the "SEC"), the Federal Energy Regulatory Commission (the "FERC"), and ) or the appropriate Iowa, Illinois, South Dakota, Nebraska or other appropriate Governmental Authoritiesstate public utilities commission, as the case may be, including all forms, statements, reports, exhibits and amendments appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes statute and the rules and regulations thereunder. The Company has made available to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement and all amendments thereto filed by the Company with the SEC by the Company or any Company Subsidiary (or their predecessorssince September 30, including, without limitation, CalEnergy Company, Inc.) pursuant to the requirements of the Securities Act or Exchange Act since January 1, 1999 1996 (as such documents have since the time of their filing been amended, the "Company SEC Reports"). As of their respective dates, the Company SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of the Company and MidAmerican Utility included in the Company SEC Reports (collectively, the "Company Financial Statements") have been prepared in accordance with generally accepted accounting principles applied on a consistent basis ("GAAP") (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present the consolidated financial position of the Company and MidAmerican Utility, as the case may be, as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring audit adjustments. True, accurate True and complete copies of the articles of incorporation organization and by-laws of the Company and MidAmerican UtilityCompany, as in effect on the date of this Agreementhereof, are included (or incorporated by reference) in the Company SEC Reportshave been made available to Parent.

Reports and Financial Statements. (a) The filings (other than immaterial filings) required to be made by the Company and the Company Subsidiaries since January 1, 1993 under the Securities Act of 1933, as amended (the "" Securities Act"), ; the Securities Exchange Act of 1934, as amended (the "" Exchange Act"), the 1935 Act, ; the Public Utility Regulatory Policies Holding Company Act of 1978 1935, as amended ("PURPAthe " 1935 Act"), ; the Federal Power Act (the "" Power Act") ); and applicable state, municipal, local and other laws, including franchise and state public utility laws and regulationsregulations have been filed with the Securities and Exchange Commission (the " SEC"), the Federal Energy Regulatory Commission (the " FERC"), or the appropriate state public utilities commission, as the case may be, including all forms, statements, reports, tariffs, contracts, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, have been filed with the Securities and Exchange Commission (the "SEC"), the Federal Energy Regulatory Commission (the "FERC"), and the appropriate Iowa, Illinois, South Dakota, Nebraska or other appropriate Governmental Authorities, as the case may be, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate applicable statutes and the rules and regulations thereunder. The Company has made available to Parent CEI a true and complete copy of each report, schedule, registration statement and definitive proxy statement and all amendments thereto filed with the SEC by the Company or any Company Subsidiary (or their predecessors, including, without limitation, CalEnergy Company, Inc.) pursuant to the requirements of the Securities Act or Exchange Act since January 1, 1999 1993 (as such documents have since the time of their filing been amended, the "" Company SEC Reports"). As of their respective dates, the Company SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements (including the notes thereto) of the Company and MidAmerican Utility included in the Company SEC Reports (collectively, the "" Company Financial Statements") have been prepared in accordance with United States generally accepted accounting principles (" GAAP") as applied to a regulated utility, applied on a consistent basis ("GAAP") during the periods involved (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present the consolidated financial position of the Company and MidAmerican Utility, as the case may be, its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring audit adjustments. True, accurate and complete copies of the articles Restated Certificate of incorporation Incorporation and by-laws of the Company and MidAmerican UtilityCompany, as in effect on the date of this Agreementhereof, are included (or incorporated by reference) in the Company SEC Reports.

Reports and Financial Statements. The filings (a) Since the date Genco Holdings’ registration statement on Form 10 was declared effective by the Securities and Exchange Commission (the “SEC”) (December 11, 2002), Genco Holdings and, to the extent applicable, each of the other Companies, has timely filed (i) with the SEC all forms, reports, schedules, statements, registration statements and definitive proxy statements (all such filings, including such registration statement on Form 10, the “Genco SEC Reports”) required to be made filed by the Company and the Company Subsidiaries Companies under each of the Securities Act of 1933, as amended amended, and the respective rules and regulations thereunder (the "“Securities Act"), ”) and the Securities Exchange Act of 1934, as amended amended, and the respective rules and regulations thereunder (the "“Exchange Act"”), and (ii) with the 1935 ActSEC, the NRC, the Public Utility Regulatory Policies Act Commission of 1978 ("PURPA"), the Federal Power Act Texas (the "Power Act"“PUC”) and applicable state, municipal, local and any other laws, including franchise and public utility laws and regulations, including Governmental Authority with jurisdiction all material forms, statements, reports, agreements schedules, registrations, declarations and other filings required to be filed by it under all applicable Laws, including PUHCA, the Atomic Energy Act of 1954 (oral or written“AEA”) and all documents, exhibits, amendments and supplements appertaining thereto, have been filed with the Securities and Exchange Commission (the "SEC"), the Federal Energy Texas Public Utility Regulatory Commission (the "FERC")Act, and the appropriate Iowarespective rules and regulations thereunder (“PURA”), Illinois, South Dakota, Nebraska or other appropriate Governmental Authoritiesall of which, as the case may beamended if applicable, and complied, as of their respective dates, complied in all material respects with all applicable requirements of the appropriate statutes act and the rules and regulations promulgated thereunder. The Company has made available to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement and all amendments thereto filed with the SEC by the Company or any Company Subsidiary (or their predecessors, including, without limitation, CalEnergy Company, Inc.) pursuant to the requirements of the Securities Act or Exchange Act since January 1, 1999 (as such documents have since the time of their filing been amended, the "Company SEC Reports"). As of their respective dates, dates the Company Genco SEC Reports (including exhibits and all other information incorporated by reference thereto) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated or incorporated by reference therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Each of the audited and unaudited consolidated financial statements and unaudited interim financial statements (including any related notes) of the Company and MidAmerican Utility Genco Holdings included in the Company Genco SEC Reports (collectivelyincluding exhibits and all other information incorporated by reference thereto), including its Annual Report on Form 10-K for the year ended December 31, 2003 (the “Genco Holdings 10-K”) when filed, complied in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, was prepared from, and is in accordance with, the "Company Financial Statements") books and records of the Companies, which books and records have been prepared maintained, and which financial statements were prepared, in accordance with United States generally accepted accounting principles (“GAAP”) (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis ("GAAP") throughout the periods involved (except as may be indicated therein or in the notes thereto) and fairly present presented in all material respects the financial position of the Company Genco Holdings and MidAmerican Utility, as the case may be, its subsidiaries as of the dates thereof and the results of their operations and operations, cash flows and changes in financial position for the periods then ended, reported (subject, in the case of the unaudited interim financial quarterly statements, to normal, recurring normal year-end audit adjustmentsadjustments that are immaterial to the Companies as a whole). True, accurate All of the Companies are consolidated for accounting purposes. (b) Section 4.6(b) of the Companies Disclosure Letter contains true and complete copies of the articles audited balance sheet for South Texas Project, as of incorporation December 31, 2003, December 31, 2002 and by-laws December 31, 2001, and the audited statement of income of South Texas Project for the fiscal years ended December 31, 2003, December 31, 2002 and December 31, 2001 (collectively, the “STP Financial Statements”). Each of the Company STP Financial Statements was prepared from, and MidAmerican Utilityis in accordance with, the books and records of South Texas Project, which books and records have been maintained, and which financial statements were prepared, in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated therein or in the notes thereto) and, as of their respective dates, fairly presented in effect all material respects the financial position of South Texas Project as of the dates thereof and the results of their operations, cash flows and changes in financial position for the periods reported. (c) The management of Genco Holdings has (i) implemented disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) intended to ensure that material information relating to the Companies is timely made known to the management of Genco Holdings by others within those entities, and (ii) has disclosed, based on its most recent evaluation, to Genco Holdings’ outside auditors and the date audit committee of this Agreement, are included board of directors of Genco Holdings (or incorporated by referenceA) all significant deficiencies and material weaknesses in the Company SEC Reportsdesign or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which could adversely affect Genco Holdings’ ability to record, process, summarize and report financial information on a timely basis and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Genco Holdings’ internal control over financial reporting. A summary of any such disclosure made by management to Genco Holdings’ auditors and audit committee has been made available to Buyer.

Reports and Financial Statements. The filings required to be made by the Company and the Company its Subsidiaries since January 1, 1996 under the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the 1935 Act, the Public Utility Regulatory Policies Act of 1978 ("PURPA")Exchange Act, the Federal Power Act (the "Power Act"), the Natural Gas Act (the "Gas Act"), the Natural Gas Policy Act (the "NGPA"), the Public Utility Holding Company Act of 1935, as amended (the "1935 Act") and or any applicable state, municipal, local and other state laws, including franchise rules or regulations have been filed with the Securities and Exchange Commission (the "SEC"), the applicable public utility laws and regulationsregulatory authorities or the FERC, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, have been filed with the Securities and Exchange Commission (the "SEC"), the Federal Energy Regulatory Commission (the "FERC"), and the appropriate Iowa, Illinois, South Dakota, Nebraska or other appropriate Governmental Authorities, as the case may be, and complied, as of their respective dates, Company has complied in all material respects with all applicable requirements of the appropriate statutes act and the rules and regulations thereunder. The Company has made available to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement and all amendments thereto filed by Company with the SEC by the Company or any Company Subsidiary (or their predecessors, including, without limitation, CalEnergy Company, Inc.) pursuant to the requirements of the Securities Act or Exchange Act since January 1, 1999 1996 (as such documents have since the time of their filing been amended, the "Company SEC Reports"). As of their respective dates, the Company SEC Reports (i) complied, or with respect to those not yet filed, will comply, in all material respects with the applicable requirements of the Securities Act and the Exchange Act and (ii) did not, or with respect to those not yet filed, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of the Company and MidAmerican Utility included in the Company SEC Reports (collectively, the "Company Financial Statements") have been been, or with respect to those not yet filed, will be prepared in accordance with generally accepted accounting principles applied on a consistent basis ("GAAP") GAAP (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present, or with respect to those not yet filed, will fairly present the financial position of the Company and MidAmerican Utility, as the case may be, as of the dates thereof and the results of their its operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring audit adjustments. TrueNotwithstanding the foregoing, accurate and complete copies of the articles of incorporation and by-laws of the no representation or warranty is being made in this Section 2.5 with respect to information furnished in writing by Parent specifically for inclusion in any Company and MidAmerican Utility, as in effect on SEC Report filed after the date of this Agreement, are included (hereof or with respect to any Parent SEC Report incorporated therein by reference) in the Company SEC Reports.

Reports and Financial Statements. The filings required to be made by Since December 31, 2004, the Company and the Company Subsidiaries have filed or furnished, as applicable, on a timely basis (taking into account all applicable grace periods) all forms, statements, certifications, reports and documents required to be filed or furnished by them under the Securities Act, the Exchange Act, the Public Utility Holding Company Act of 19331935, as amended and in effect prior to its repeal effective February 8, 2006 ("PUHCA"), the Energy Policy Act of 2005, the Federal Power Act of 1935, as amended (the "Securities ActFPA"), the Securities Exchange Communications Act of 1934, as amended (the "Exchange Act"), the 1935 Act, the Public Utility Regulatory Policies Act of 1978 ("PURPA"), the Federal Power Act (the "Power Act") 1934 and applicable state, municipal, local and other laws, including franchise and state public utility laws and regulationsregulations (collectively, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, have been filed with the Securities and Exchange Commission (the "SECCompany Reports"), the Federal Energy Regulatory Commission (the "FERC"), and the appropriate Iowa, Illinois, South Dakota, Nebraska or other appropriate Governmental Authorities, as the case may be, and . The Company Reports have complied, as of their respective dates, in all material respects or if not yet filed or furnished, will comply, with all applicable requirements of the appropriate statutes and the rules and regulations thereunder, except for such failures which, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect. The Company has made available As of their respective dates, (or, if amended prior to Parent a true and complete copy the date hereof, as of the date of such amendment), each form, certification, report, schedule, registration statement and statement, definitive proxy statement and all amendments thereto or other document filed with or furnished to the SEC after December 31, 2004 by the Company or any Company Subsidiary Puget Sound Energy (or their predecessors, including, without limitation, CalEnergy Company, Inc.) pursuant to the requirements of the Securities Act or Exchange Act since January 1, 1999 (as such documents have since the time of their filing been amended, the "Company SEC Reports"). As of their respective dates, the Company SEC Reports did not, or if not yet filed or furnished, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Company SEC Reports, at the time of its filing or being furnished, complied in all material respects, or if not yet filed or furnished, will comply in all material respects, with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 ("SOX") and any rules and regulations promulgated thereunder applicable to the Company SEC Reports. The Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange. Each of the audited consolidated financial statements and unaudited interim financial statements of the Company and MidAmerican Utility included in or incorporated by reference into the Company SEC Reports (including the related notes and schedules) (collectively, the "Company Financial Statements") have been has been, and in the case of Company SEC Reports filed after the date hereof will be, prepared in accordance with United States generally accepted accounting principles applied on a consistent basis ("GAAP") ), consistently applied during the periods involved (except as may be indicated therein or in the notes theretothereto and subject, in the case of unaudited statements, to normal year-end audit adjustments) and fairly present presents, or, in the case of Company SEC Reports after the date hereof, will fairly present, the consolidated financial position of the Company and MidAmerican Utility, as the case may be, Company Subsidiaries as of the dates thereof and the results of their its operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring normal year-end audit adjustments. True, accurate and complete copies of the articles of incorporation and by-laws of the Company and MidAmerican Utility, as in effect on the date of this Agreement, are included (or incorporated by reference) in the Company SEC Reports.

Reports and Financial Statements. The filings (i) KeySpan and its Subsidiaries have filed each form, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) required to be made filed by the Company and the Company KeySpan or any of its Subsidiaries under pursuant to the Securities Act of 1933, as amended and the rules and regulations promulgated thereunder (the "Securities Act") or the Exchange Act with the Securities and Exchange Commission ("SEC") since January 1, 2003 (as such documents have since the time of their filing been amended or supplemented, the "KeySpan SEC Reports"). As of their respective dates, the KeySpan SEC Reports (A) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, if applicable, as the case may be, and, to the extent in effect and applicable, the Sarbanes-Oxley Act of 2002 ("SOX"), and (B) did not contain any xxxxxx xxxxxment of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the Securities statements therein, in light of the circumstances under which they were made, not misleading. (ii) KeySpan has provided to Parent copies of all correspondence sent to or received from the SEC by or on behalf of KeySpan and its Subsidiaries since December 31, 2003. (iii) Each of the principal executive officers of KeySpan and the principal financial officer of KeySpan (or each former principal executive officer of KeySpan and each former principal financial officer of KeySpan, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act or Sections 302 and 906 of SOX and the rules and regulations of the SEC promulgated thereunder with respect to the KeySpan SEC Reports. For purposes of the preceding sentence, "principal executive officer" and "principal financial officer" shall have the meanings given to such terms in SOX. Since the effectiveness of SOX, neither KeySpan nor any of its Subsidiaries has arranged any outstanding "extensions of credit" to directors or executive officers within the meaning of Section 402 of SOX. (iv) The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) included in the KeySpan SEC Reports (the "KeySpan Financial Statements") complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by rules and regulations promulgated by the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments that have not or are not reasonably expected to result in a Material Adverse Effect on KeySpan) the consolidated financial position of KeySpan and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. No restatement of the KeySpan Financial Statements has occurred or is reasonably likely to occur. (v) All filings (other than immaterial filings) required to be made by KeySpan or any of its Subsidiaries since January 1, 2003 and in the case of any filing made pursuant to the Public Utility Holding Company Act of 1935, as amended and in effect prior to its repeal effective February 8, 2006 (the "PUHCA"), prior to February 8, 2006, under the Federal Power Act, the Communications Act of 1934, as amended by the Telecommunications Act of 1996, the Natural Gas Act of 1938, as amended, the PUHCA and applicable state laws and regulations, have been filed with the Federal Energy Regulatory Commission (the "Exchange ActFERC"), the 1935 ActDepartment of Energy, the Public Utility Regulatory Policies Act SEC and the FCC or any applicable state public utility commissions (including, to the extent required, the NYPSC, the Massachusetts Department of 1978 ("PURPA"Telecommunications and Energy, and the NHPUC), as the Federal Power Act (the "Power Act") and applicable state, municipal, local and other laws, including franchise and public utility laws and regulationscase may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, have been filed with the Securities including all rates, tariffs, franchises, service agreements and Exchange Commission (the "SEC"), the Federal Energy Regulatory Commission (the "FERC"), related documents and the appropriate Iowa, Illinois, South Dakota, Nebraska or other appropriate Governmental Authorities, as the case may be, and all such filings complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes applicable statute and the rules and regulations thereunder. The Company has made available , except for filings the failure of which to Parent a true and complete copy make or the failure of each report, schedule, registration statement and definitive proxy statement and which to make in compliance with all amendments thereto filed with the SEC by the Company or any Company Subsidiary (or their predecessors, including, without limitation, CalEnergy Company, Inc.) pursuant to the applicable requirements of the Securities Act or Exchange Act since January 1applicable statute and the rules and regulations thereunder, 1999 have not had and could not reasonably be expected to have a Material Adverse Effect on KeySpan. (as such documents have since the time vi) KeySpan maintains a system of their filing been amended, the "Company SEC Reports"). As of their respective dates, the Company SEC Reports did not contain any untrue statement of a material fact or omit internal accounting controls sufficient to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of the Company and MidAmerican Utility included in the Company SEC Reports provide reasonable assurance that (collectively, the "Company Financial Statements"i) have been prepared transactions are executed in accordance with generally accepted accounting principles applied on management's general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Since December 31, 2003, KeySpan has not received any oral or written notification of a consistent basis (x) "GAAPreportable condition" or (y) ") (except as may be indicated therein or material weakness" in its internal controls. The terms "reportable condition" and "material weakness" shall have the meanings assigned to them in the notes thereto) and fairly present the financial position Statements of the Company and MidAmerican Utility, as the case may be, as of the dates thereof and the results of their operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring audit adjustments. True, accurate and complete copies of the articles of incorporation and by-laws of the Company and MidAmerican UtilityAuditing Standards 60, as in effect on the date of this Agreement, are included (or incorporated by reference) in the Company SEC Reportshereof.

Reports and Financial Statements. The filings required Company has previously furnished Parent with true and complete copies of its (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 1994 and December 31, 1995, as filed with the Commission, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996 and September 30, 1996, as filed with the Commission, (iii) proxy statements related to be made all meetings of its shareholders (whether annual or special) since January 1, 1996 and (iv) all other reports or registration statements filed by the Company with the Commission since December 31, 1995, except for preliminary material (in the case of clauses (iii) and (iv) above) and except for registration statements on Form S-8 relating to employee benefit plans, which are all the documents that the Company Subsidiaries under was required to file with the Commission since that date (clauses (i) through (iv) being referred to herein collectively as the "Company SEC Reports"). As of their respective dates, the Company SEC Reports complied as to form in all material respects with the requirements of the Securities Act of 1933, as amended (or the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the 1935 Act, the Public Utility Regulatory Policies Act of 1978 ("PURPA"), the Federal Power Act (the "Power Act") and applicable state, municipal, local and other laws, including franchise and public utility laws and regulations, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, have been filed with the Securities and Exchange Commission (the "SEC"), the Federal Energy Regulatory Commission (the "FERC"), and the appropriate Iowa, Illinois, South Dakota, Nebraska or other appropriate Governmental Authorities, as the case may be, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. The Company has made available to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement and all amendments thereto filed with the SEC by the Company or any Company Subsidiary (or their predecessors, including, without limitation, CalEnergy Company, Inc.) pursuant to the requirements of the Securities Act or Exchange Act since January 1, 1999 (as Commission thereunder applicable to such documents have since the time of their filing been amended, the "Company SEC Reports"). As of their respective dates, the Company SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of the Company and MidAmerican Utility included in the Company SEC Reports (collectively, comply as to form in all material respects with applicable accounting requirements and with the "published rules and regulations of the Commission with respect thereto. The financial statements included in the Company Financial Statements") SEC Reports: have been prepared in accordance with generally accepted accounting principles applied on a consistent basis ("GAAP") (except as may be indicated therein or in the notes thereto) and fairly ); present fairly, in all material respects, the financial position of the Company and MidAmerican Utility, its Subsidiaries as the case may be, as of at the dates thereof and the results of their operations and cash flows flow for the periods then ended, ended subject, in the case of the unaudited interim financial statements, to normalnormal year-end audit adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereunder; and are in all material respects, recurring audit adjustments. True, accurate in accordance with the books of account and complete copies of the articles of incorporation and by-laws records of the Company and MidAmerican Utility, as in effect on the date of this Agreement, are included (or incorporated by reference) in the Company SEC Reportsits Subsidiaries.

Reports and Financial Statements. The filings Company has -------------------------------- furnished Sub with true and complete copies of the Company's (i) Annual Reports on Form 10-K for the fiscal years ended December 31, 1993 and December 31, 1994, as filed with the Securities and Exchange Commission (the "Commission"), (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1993, June 30, 1993, September 30, 1993, March 31, 1994, June 30, 1994, September 30, 1994, March 31, 1995 and June 30, 1995, as filed with the Commission, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held since January 1, 1993 and (iv) all other reports on Form 8-K and registration statements declared effective by the Commission since December 31, 1992, except registration statements on Form S-8 relating to employee benefit plans and reports on Form 10-C relating to securities quoted on the NASDAQ Interdealer Quotation system, which are all the documents (other than preliminary material) that the Company was required to be made by file with the Commission since January 1, 1993 (all items in clauses (i) through (iv) being referred to herein collectively as the "Company SEC Reports"). As of their respective dates, the Company and SEC Reports complied in all material respects with the Company Subsidiaries under requirements of the Securities Act of 1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the 1935 Act, the Public Utility Regulatory Policies Act of 1978 ("PURPA"), the Federal Power Act (the "Power Act") and applicable state, municipal, local and other laws, including franchise and public utility laws and regulations, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, have been filed with the Securities and Exchange Commission (the "SEC"), the Federal Energy Regulatory Commission (the "FERC"), and the appropriate Iowa, Illinois, South Dakota, Nebraska or other appropriate Governmental Authorities, as the case may be, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. The Company has made available to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement and all amendments thereto filed with the SEC by the Company or any Company Subsidiary (or their predecessors, including, without limitation, CalEnergy Company, Inc.) pursuant to the requirements of the Securities Act or Exchange Act since January 1, 1999 (as Commission thereunder applicable to such documents have since the time of their filing been amended, the "Company SEC Reports"). As of their respective dates, the Company SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The As of their respective dates, the audited consolidated financial statements and unaudited interim financial statements of the Company included in the Company SEC Reports complied in all material respects with applicable accounting requirements of the Securities Act and MidAmerican Utility the Exchange Act, and with the published rules and regulations of the Commission with respect thereto. The financial statements included in the Company SEC Reports (collectively, the "Company Financial Statements"i) have been prepared in accordance with generally accepted accounting principles applied on a consistent basis GAAP during the periods presented ("except as may be indicated therein or in the notes thereto or, in the case of the unaudited statements, subject to normal year-end audit adjustments and except for the fact that such unaudited statements do not contain all notes required by GAAP"), (ii) present fairly, in all material respects, the financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flow for the periods then ended (except as may be indicated therein or in the notes thereto) and fairly present the financial position of the Company and MidAmerican Utility, as the case may be, as of the dates thereof and the results of their operations and cash flows for the periods then ended, subjector , in the case of the unaudited interim financial statements, subject to normalnormal year-end audit adjustments and any other adjustments described therein and except for the fact that certain information and notes have been condensed or omitted in accordance with the Securities Act and the Exchange Act and the rules promulgated thereunder) and (iii) are, recurring audit adjustments. Truein all material respects, accurate in accordance with the books of account and complete copies records of the articles Company. Neither the Company nor any of incorporation and by-laws of its Subsidiaries has any liability or is subject to any loss contingency material to the Company and MidAmerican Utilityits Subsidiaries, taken as a whole, other than as reflected or disclosed in effect on the date of this Agreement, are financial statements or notes thereto included (or incorporated by reference) in the Company SEC Reports filed prior to the date hereof or as otherwise disclosed on Schedule 7.6 of the Company Disclosure Schedule. Any reports or other material filed by the Company with the Commission after the date hereof and prior to the Effective Time (other than preliminary material) shall be deemed to be included in the defined term "Company SEC Reports" for purposes of this Agreement and the Company shall be deemed to have made the representations set forth in this Section 7.5 in respect of such reports or other material and any financial statements set forth therein.

Reports and Financial Statements. The filings required to be made by the Company Parent and the Company its Subsidiaries since January 1, 1996 under the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the 1935 Act, the Public Utility Regulatory Policies Act of 1978 ("PURPA")Exchange Act, the Federal Power Act (the "Power Act") and ), the Natural Gas Act (the "Gas Act"), the Natural Gas Policy Act (the "NGPA"), the Public Utility Holding Company Act of 1935, as amended (the "1935 Act"), or any applicable state, municipal, local and other state laws, including franchise rules or regulations have been filed with the Securities and Exchange Commission (the "SEC"), the applicable public utility laws and regulationsregulatory authorities or the FERC, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, have been filed with the Securities and Exchange Commission (the "SEC"), the Federal Energy Regulatory Commission (the "FERC"), and the appropriate Iowa, Illinois, South Dakota, Nebraska or other appropriate Governmental Authorities, as the case may be, and complied, as of their respective dates, Parent has complied in all material respects with all applicable requirements of the appropriate statutes act and the rules and regulations thereunder. The Company Parent has made available to Parent the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement and all amendments thereto filed by Parent with the SEC by the Company or any Company Subsidiary (or their predecessors, including, without limitation, CalEnergy Company, Inc.) pursuant to the requirements of the Securities Act or Exchange Act since January 1, 1999 1996 (as such documents have since the time of their filing been amended, the "Company Parent SEC Reports"). As of their respective dates, the Company Parent SEC Reports (i) complied, or with respect to those not yet filed, will comply, in all material respects with the applicable requirements of the Securities Act and the Exchange Act and (ii) did not, or with respect to those not yet filed, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of the Company and MidAmerican Utility Parent included in the Company Parent SEC Reports (collectively, the "Company Parent Financial Statements") have been been, or with respect to those not yet filed, will be prepared in accordance with generally accepted accounting principles applied on a consistent basis ("GAAP") GAAP (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form l0-Q of the SEC) and fairly present, or with respect to those not yet filed, will fairly present the financial position of the Company and MidAmerican Utility, as the case may be, Parent as of the dates thereof and the results of their its operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring audit adjustments. TrueNotwithstanding the foregoing, accurate and complete copies of the articles of incorporation and by-laws of no representation or warranty is being made in this Section 3.5 with respect to information furnished in writing by the Company and MidAmerican Utility, as specifically for inclusion in effect on any Parent SEC Report filed after the date of this Agreement, are included hereof or with respect to any Company SEC Report (or as hereinafter defined) incorporated therein by reference) in the Company SEC Reports.

Reports and Financial Statements. The filings required to be made by Since December 31, 2003, -------------------------------- the Company and the Company Subsidiaries have filed or furnished, as applicable, on a timely basis (taking into account all applicable grace periods) all forms, statements, certifications, reports and documents required to be filed or furnished by it under the Securities Act of 1933, as amended (the "Securities ---------- Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the 1935 Act, the Public Utility Regulatory Policies Holding Company Act of 1978 1935, as --- amended and in effect prior to its repeal effective February 8, 2006 ("PURPAPUHCA"), ----- the Energy Policy Act of 2005, the Federal Power Act (the "Power ActFPA") ), the --- Communications Act of 1934 and applicable state, municipal, local and other laws, including franchise and state public utility laws and regulationsregulations (collectively, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, have been filed with the Securities and Exchange Commission (the "SECCompany Reports"), the Federal Energy Regulatory Commission (the "FERC"), and the appropriate Iowa, Illinois, South Dakota, Nebraska or other appropriate Governmental Authorities, as the case may be, and . The Company Reports have --------------- complied, as of their respective dates, in all material respects or if not yet filed or furnished, will comply, with all applicable requirements of the appropriate statutes and the rules and regulations thereunder, except for such failures which, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect. The Company has made available As of their respective dates, (or, if amended prior to Parent a true and complete copy the date hereof, as of the date of such amendment), each form, certification, report, schedule, registration statement and statement, definitive proxy statement and all amendments thereto document filed with or furnished to the SEC Securities and Exchange Commission (the "SEC") by the Company or any Light Company Subsidiary (or their predecessors, including, without limitation, CalEnergy Company, Inc.) pursuant to the requirements of the --- Securities Act or the Exchange Act since January 1December 31, 1999 2003 (as such documents have since the time of their filing been amendedcollectively, the "Company SEC Reports"). As of their respective dates) did not, the Company SEC Reports did or if not yet filed or furnished, will not, ------------------- contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Each of the Company SEC Reports, at the time of its filing or being furnished, complied in all material respects, or if not yet filed or furnished, will comply in all material respects, with the applicable requirements of the Securities Act, the Exchange Act and the Sarbanes-Oxley Act of 2002 ("SOX") and any rules and --- regulations promulgated thereunder applicable to the Company SEC Reports. Each of the Company and Light Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE. Each of the audited consolidated financial statements and unaudited interim financial statements of the Company and MidAmerican Utility included in or incorporated by reference into the Company SEC Reports (including the related notes and schedules) (collectively, the "Company Financial Statements") have been has been, and in ---------------------------- the case of Company SEC Reports filed after the date hereof will be, prepared in accordance with United States generally accepted accounting principles applied on a consistent basis ("GAAP") ), ---- consistently applied during the periods involved (except as may be indicated therein or in the notes theretothereto and subject, in the case of unaudited statements, to normal year-end audit adjustments) and fairly present presents, or, in the case of Company SEC Reports after the date hereof, will fairly present, in each case in accordance with GAAP, the consolidated financial position of the Company and MidAmerican Utility, as the case may be, Company Subsidiaries as of the dates thereof and the results of their its operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring normal year-end audit adjustments. True, accurate and complete copies of the articles of incorporation and by-laws of the Company and MidAmerican Utility, as in effect on the date of this Agreement, are included (or incorporated by reference) in the Company SEC Reports.

Reports and Financial Statements. The filings (a) Since January 1, 2001, Parent has filed with the SEC all material forms, registration statements, prospectuses, reports, schedules and documents (including all exhibits, post-effective amendments and supplements thereto) (the "PARENT SEC DOCUMENTS") required to be made filed by the Company and the Company Subsidiaries it under each of the Securities Act and the Exchange Act, all of 1933which, as amended (the "Securities Act")if applicable, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the 1935 Act, the Public Utility Regulatory Policies Act of 1978 ("PURPA"), the Federal Power Act (the "Power Act") and applicable state, municipal, local and other laws, including franchise and public utility laws and regulations, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, have been filed with the Securities and Exchange Commission (the "SEC"), the Federal Energy Regulatory Commission (the "FERC"), and the appropriate Iowa, Illinois, South Dakota, Nebraska or other appropriate Governmental Authorities, as the case may be, and complied, as of their respective dates, complied in all material respects as to form with all applicable requirements of the appropriate statutes Act, SOX and the rules and regulations thereunder. The Company has made available to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement and all amendments thereto filed with the SEC by the Company or any Company Subsidiary (or their predecessors, including, without limitation, CalEnergy Company, Inc.) pursuant to the requirements of the Securities Act or Exchange Act since January 1, 1999 (as such documents have since the time of their filing been amended, the "Company SEC Reports"). As of their respective datesdates (taking into account any amendments or supplements filed prior to the date hereof), the Company Parent SEC Reports Documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements . (b) Each of the Company principal executive officer of Parent and MidAmerican Utility included in the Company principal financial officer of Parent (or each former principal executive officer of Parent and each former principal financial officer of Parent, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act or Sections 302 and 906 of SOX and the rules and regulations of the SEC Reports (collectivelypromulgated thereunder with respect to the Parent SEC Documents, and to the knowledge of Parent, the "Company Financial Statements") have been prepared statements contained in accordance with generally accepted accounting principles applied on a consistent basis ("GAAP") (except as may be indicated therein or in the notes thereto) such certifications are true and fairly present the financial position of the Company and MidAmerican Utility, as the case may be, as of the dates thereof and the results of their operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring audit adjustmentscorrect. True, accurate and complete copies of the articles of incorporation and by-laws of the Company and MidAmerican Utility, as in effect on the date For purposes of this AgreementSection 4.05(b), are included ("principal executive officer" and "principal financial officer" shall have the meanings given to such terms in SOX. Neither Parent nor any of its Subsidiaries has outstanding, or incorporated by reference) in has arranged any outstanding, "extensions of credit" to directors or executive officers within the Company SEC Reportsmeaning of Section 402 of SOX.

Reports and Financial Statements. The filings required to be made by Since December -------------------------------- 31, 2003, the Company and the Company Subsidiaries under the Securities Act of 1933have filed or furnished, as amended applicable, on a timely basis (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the 1935 Act, the Public Utility Regulatory Policies Act of 1978 ("PURPA"), the Federal Power Act (the "Power Act"taking into account all applicable grace periods) and applicable state, municipal, local and other laws, including franchise and public utility laws and regulations, including all forms, statements, reportscertifications, agreements (oral reports and documents required to be filed or written) and all documents, exhibits, amendments and supplements appertaining thereto, have been filed with furnished by it under the Securities Act, the Exchange Act, PUHCA, the Energy Policy Act of 2005, the FPA, the Communications Act of 1934 and Exchange Commission applicable state public utility laws and regulations (collectively, the "SECCompany ------- Reports"), the Federal Energy Regulatory Commission (the "FERC"), and the appropriate Iowa, Illinois, South Dakota, Nebraska or other appropriate Governmental Authorities, as the case may be, and . The Company Reports have complied, as of their respective dates, in all material respects or ------- if not yet filed or furnished, will comply, with all applicable requirements of the appropriate statutes and the rules and regulations thereunder, except for such failures which, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. The Company has made available As of their respective dates, (or, if amended prior to Parent a true and complete copy the date hereof, as of the date of such amendment), each form, certification, report, schedule, registration statement and statement, definitive proxy statement and all amendments thereto document filed with or furnished to the SEC by the Company or any Light Company Subsidiary (or their predecessors, including, without limitation, CalEnergy Company, Inc.) pursuant to the requirements of the Securities Act or the Exchange Act since January 1December 31, 1999 2003 (as such documents have since the time of their filing been amendedcollectively, the "Company SEC Reports"). As of their respective dates) ------------------- did not, the Company SEC Reports did or if not yet filed or furnished, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Each of the Company SEC Reports, at the time of its filing or being furnished, complied in all material respects, or if not yet filed or furnished, will comply in all material respects, with the applicable requirements of the Securities Act, the Exchange Act and SOX and any rules and regulations promulgated thereunder applicable to the Company SEC Reports. Each of the Company and Light Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange. Each of the audited consolidated financial statements and unaudited interim financial statements of the Company and MidAmerican Utility included in or incorporated by reference into the Company SEC Reports (including the related notes and schedules) (collectively, the "Company ------- Financial Statements") have been has been, and in the case of Company SEC Reports filed -------------------- after the date hereof will be, prepared in accordance with generally accepted accounting principles GAAP, consistently applied on a consistent basis ("GAAP") during the periods involved (except as may be indicated therein or in the notes theretothereto and subject, in the case of unaudited statements, to normal year-end audit adjustments) and fairly present presents, or, in the case of Company SEC Reports after the date hereof, will fairly present, in each case in accordance with GAAP, the consolidated financial position of the Company and MidAmerican Utility, as the case may be, Company Subsidiaries as of the dates thereof and the results of their its operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring normal year-end audit adjustments. True, accurate and complete copies of the articles of incorporation and by-laws of the Company and MidAmerican Utility, as in effect on the date of this Agreement, are included (or incorporated by reference) in the Company SEC Reports.

Reports and Financial Statements. The filings (i) KeySpan and its Subsidiaries have filed each form, report, schedule, registration statement, registration exemption, if applicable, definitive proxy statement and other document (together with all amendments thereof and supplements thereto) required to be made filed by the Company and the Company KeySpan or any of its Subsidiaries under pursuant to the Securities Act of 1933, as amended and the rules and regulations promulgated thereunder (the "“Securities Act"”) or the Exchange Act with the Securities and Exchange Commission (“SEC”) since January 1, 2003 (as such documents have since the time of their filing been amended or supplemented, the “KeySpan SEC Reports”). As of their respective dates, the KeySpan SEC Reports (A) complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, if applicable, as the case may be, and, to the extent in effect and applicable, the Sxxxxxxx-Xxxxx Act of 2002 (“SOX”), and (B) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the Securities statements therein, in light of the circumstances under which they were made, not misleading. (ii) KeySpan has provided to Parent copies of all correspondence sent to or received from the SEC by or on behalf of KeySpan and its Subsidiaries since December 31, 2003. (iii) Each of the principal executive officers of KeySpan and the principal financial officer of KeySpan (or each former principal executive officer of KeySpan and each former principal financial officer of KeySpan, as applicable) has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act or Sections 302 and 906 of SOX and the rules and regulations of the SEC promulgated thereunder with respect to the KeySpan SEC Reports. For purposes of the preceding sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in SOX. Since the effectiveness of SOX, neither KeySpan nor any of its Subsidiaries has arranged any outstanding “extensions of credit” to directors or executive officers within the meaning of Section 402 of SOX. (iv) The audited consolidated financial statements and unaudited interim consolidated financial statements (including, in each case, the notes, if any, thereto) included in the KeySpan SEC Reports (the “KeySpan Financial Statements”) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by rules and regulations promulgated by the SEC) and fairly present (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments that have not or are not reasonably expected to result in a Material Adverse Effect on KeySpan) the consolidated financial position of KeySpan and its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods then ended. No restatement of the KeySpan Financial Statements has occurred or is reasonably likely to occur. (v) All filings (other than immaterial filings) required to be made by KeySpan or any of its Subsidiaries since January 1, 2003 and in the case of any filing made pursuant to the Public Utility Holding Company Act of 1935, as amended and in effect prior to its repeal effective February 8, 2006 (the “PUHCA”), prior to February 8, 2006, under the Federal Power Act, the Communications Act of 1934, as amended by the Telecommunications Act of 1996, the Natural Gas Act of 1938, as amended, the PUHCA and applicable state laws and regulations, have been filed with the Federal Energy Regulatory Commission (the "Exchange Act"“FERC”), the 1935 ActDepartment of Energy, the Public Utility Regulatory Policies Act SEC and the FCC or any applicable state public utility commissions (including, to the extent required, the NYPSC, the Massachusetts Department of 1978 ("PURPA"Telecommunications and Energy, and the NHPUC), as the Federal Power Act (the "Power Act") and applicable state, municipal, local and other laws, including franchise and public utility laws and regulationscase may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, have been filed with the Securities including all rates, tariffs, franchises, service agreements and Exchange Commission (the "SEC"), the Federal Energy Regulatory Commission (the "FERC"), related documents and the appropriate Iowa, Illinois, South Dakota, Nebraska or other appropriate Governmental Authorities, as the case may be, and all such filings complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes applicable statute and the rules and regulations thereunder. The Company has made available , except for filings the failure of which to Parent a true and complete copy make or the failure of each report, schedule, registration statement and definitive proxy statement and which to make in compliance with all amendments thereto filed with the SEC by the Company or any Company Subsidiary (or their predecessors, including, without limitation, CalEnergy Company, Inc.) pursuant to the applicable requirements of the Securities Act or Exchange Act since January 1applicable statute and the rules and regulations thereunder, 1999 have not had and could not reasonably be expected to have a Material Adverse Effect on KeySpan. (as such documents have since the time vi) KeySpan maintains a system of their filing been amended, the "Company SEC Reports"). As of their respective dates, the Company SEC Reports did not contain any untrue statement of a material fact or omit internal accounting controls sufficient to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of the Company and MidAmerican Utility included in the Company SEC Reports provide reasonable assurance that (collectively, the "Company Financial Statements"i) have been prepared transactions are executed in accordance with generally accepted accounting principles applied on management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Since December 31, 2003, KeySpan has not received any oral or written notification of a consistent basis ("GAAP"x) “reportable condition” or (except as may be indicated therein or y) “material weakness” in its internal controls. The terms “reportable condition” and “material weakness” shall have the meanings assigned to them in the notes thereto) and fairly present the financial position Statements of the Company and MidAmerican Utility, as the case may be, as of the dates thereof and the results of their operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring audit adjustments. True, accurate and complete copies of the articles of incorporation and by-laws of the Company and MidAmerican UtilityAuditing Standards 60, as in effect on the date hereof. (vii) The management of KeySpan has (x) designed disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act), or caused such disclosure controls and procedures to be designed under their supervision, to ensure that material information relating to KeySpan, including its consolidated Subsidiaries, is made known to the management of KeySpan by others within those entities and (y) has disclosed, based on its most recent evaluation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act), to KeySpan’s outside auditors and the audit committee of the Board of Directors of KeySpan (A) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect KeySpan’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in KeySpan’s internal control over financial reporting. KeySpan has disclosed to Parent all matters set forth in clauses (A) and (B) above discovered or disclosed since December 31, 2003. Since December 31, 2003, any material change in internal control over financial reporting required to be disclosed in any KeySpan SEC Report has been so disclosed. (viii) Since December 31, 2003, (x) neither KeySpan nor any of its Subsidiaries nor, to the Knowledge of the Executive Officers (for the purposes of this AgreementSection 3.1(e)(viii), are included as such term is defined in Section 3b-7 of the Exchange Act) of KeySpan, any director, officer, employee, auditor, accountant or representative of KeySpan or any of its Subsidiaries has received or otherwise obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of KeySpan or any of its Subsidiaries or their respective internal accounting controls relating to periods after December 31, 2003, including any material complaint, allegation, assertion or claim that KeySpan or any of its Subsidiaries has engaged in questionable accounting or auditing practices (except for any of the foregoing after the date hereof which have no reasonable basis), and (y) to the Knowledge of the Executive Officers of KeySpan, no attorney representing KeySpan or incorporated any of its Subsidiaries, whether or not employed by reference) in KeySpan or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation, relating to periods after December 31, 2003, by KeySpan or any of its officers, directors, employees or agents to the Company SEC ReportsBoard of Directors of KeySpan or any committee thereof or to any director or Executive Officer of KeySpan.

Reports and Financial Statements. The filings required to be made by the Company DRI and the Company Subsidiaries its subsidiaries since January 1, 1996 under the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the 1935 Act, the Public Utility Regulatory Policies Act of 1978 ("PURPA"), the Federal Power Act (the "Power Act") ), the Atomic Energy Act of 1954, as amended (the "Atomic Energy Act"), the 1935 Act and applicable state, municipal, local and other laws, including franchise and public utility state laws and regulationsregulations have been filed with the SEC, the Federal Energy Regulatory Commission (the "FERC"), the Nuclear Regulatory Commission (the "NRC") or the applicable state regulatory authorities, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, have been filed with the Securities and Exchange Commission (the "SEC"), the Federal Energy Regulatory Commission (the "FERC"), and the appropriate Iowa, Illinois, South Dakota, Nebraska or other appropriate Governmental Authorities, as the case may be, and complied, as of their respective dates, complied in all material respects with all applicable requirements of the appropriate statutes act and the rules and regulations thereunder. The Company DRI has made available to Parent CNG a true and complete copy of each report, schedule, registration statement and definitive proxy statement and all amendments thereto filed by DRI with the SEC by the Company or any Company Subsidiary (or their predecessors, including, without limitation, CalEnergy Company, Inc.) pursuant to the requirements of under the Securities Act or and the Exchange Act since January 1, 1999 1996 and through the date hereof (as such documents have since the time of their filing been amended, the "Company DRI SEC Reports"). As of their respective datesThe DRI SEC Reports, including without limitation any financial statements or schedules included therein, at the Company time filed, and any forms, reports or other documents filed by DRI with the SEC Reports after the date hereof, did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of the Company and MidAmerican Utility DRI included in the Company DRI SEC Reports (collectively, the "Company DRI Financial Statements") have been prepared prepared, and will be prepared, in accordance with generally accepted accounting principles applied on a consistent basis ("GAAP") GAAP (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-Q under the Exchange Act) and fairly present the consolidated financial position of DRI as of the Company respective dates thereof or the consolidated results of operations and MidAmerican Utilitycash flows for the respective periods then ended, as the case may be, as of the dates thereof and the results of their operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring audit adjustments. TrueSection IV.6 Absence of Certain Changes or Events. From September 30, accurate and complete copies of the articles of incorporation and by-laws of the Company and MidAmerican Utility, as in effect on 1998 through the date hereof, each of this Agreement, are included (or incorporated by reference) DRI and each of its subsidiaries has conducted its business only in the Company SEC Reports.ordinary course of business X-00

Reports and Financial Statements. The Except as set forth in Section 4.5 of the Transferred Divisions Disclosure Schedule, the filings required to be made by the Company and the Company Subsidiaries under the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as they relate to the 1935 ActAssets or the Product Lines businesses, have been made with the Securities and Exchange Commission ("SEC") and complied, as of their respective dates, in all material respects with the applicable requirements of such laws and the rules and regulations thereunder. Except as set forth in Section 4.5 of the Transferred Divisions Disclosure Schedule, the Public Utility Regulatory Policies filings required to be made by applicable federal laws (other than the Securities Act of 1978 ("PURPA"), and the Federal Power Act (the "Power Exchange Act") and applicable state, municipal, local and other laws, including franchise and public utility laws and regulations, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, as they relate to the Assets or the Product Lines businesses, have been filed with the Securities and Exchange Commission (the "SEC"), the Federal Energy Regulatory Commission (the "FERC"), and the appropriate Iowa, Illinois, South Dakota, Nebraska or other appropriate Governmental Authorities, as the case may be, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunderthereunder except (i) where the failure to make such a filing or to so comply would not, individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect and (ii) with respect to Taxes (as defined in Section 4.9) to the extent described in Section 4.9 of the Transferred Divisions Disclosure Schedule. The Company has made available to Parent Purchaser a true and complete copy of each report, schedule, registration statement and definitive proxy statement and all amendments thereto filed with the SEC by the Company or any Company Subsidiary (or their predecessors, including, without limitation, CalEnergy Company, Inc.) pursuant to the requirements of the Securities Act or Exchange Act since January 1May 5, 1999 1995 (as such documents have since the time of their filing been amended, the "Company SEC Reports"). As of their respective dates, the Company SEC Reports Reports, as they relate to the Assets or the Product Lines businesses, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and MidAmerican Utility included in the Company SEC Reports (collectively, the "Company Financial Statements") ), as they relate to the Assets or the Product Lines businesses, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis ("GAAP") (except as may be indicated therein or in the notes thereto) and fairly present the financial position of the Company and MidAmerican Utility, as the case may be, as of the dates thereof and the results of their operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring audit adjustments. True, accurate and complete copies of the articles certificate of incorporation and by-laws of the Company and MidAmerican UtilityCompany, as in effect on the date of this Agreement, are included (or incorporated by reference) in the Company SEC Reports.

Reports and Financial Statements. The filings required to be made by the Company and the Company its Subsidiaries since January 1, 1996 under the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the 1935 Act, the Public Utility Regulatory Policies Act of 1978 ("PURPA")Exchange Act, the Federal Power Act (the "Power Act"), the --------- Natural Gas Act (the "Gas Act"), the Natural Gas Policy Act (the "NGPA"), the ------- ---- Public Utility Holding Company Act of 1935, as amended (the "1935 Act") and or any -------- applicable state, municipal, local and other state laws, including franchise rules or regulations have been filed with the Securities and Exchange Commission (the "SEC"), the applicable public utility laws and regulationsregulatory --- authorities or the FERC, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, have been filed with the Securities and Exchange Commission (the "SEC"), the Federal Energy Regulatory Commission (the "FERC"), and the appropriate Iowa, Illinois, South Dakota, Nebraska or other appropriate Governmental Authorities, as the case may be, and complied, as of their respective dates, Company has complied in all material respects with all applicable requirements of the appropriate statutes act and the rules and regulations thereunder. The Company has made available to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement and all amendments thereto filed by Company with the SEC by the Company or any Company Subsidiary (or their predecessors, including, without limitation, CalEnergy Company, Inc.) pursuant to the requirements of the Securities Act or Exchange Act since January 1, 1999 1996 (as such documents have since the time of their filing been amended, the "Company SEC Reports"). As of their respective dates, the Company SEC Reports ------------------- (i) complied, or with respect to those not yet filed, will comply, in all material respects with the applicable requirements of the Securities Act and the Exchange Act and (ii) did not, or with respect to those not yet filed, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of the Company and MidAmerican Utility included in the Company SEC Reports (collectively, the "Company Financial Statements") have been been, or with respect to those not yet ---------------------------- filed, will be prepared in accordance with generally accepted accounting principles applied on a consistent basis ("GAAP") GAAP (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present, or with respect to those not yet filed, will fairly present the financial position of the Company and MidAmerican Utility, as the case may be, as of the dates thereof and the results of their its operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring audit adjustments. TrueNotwithstanding the foregoing, accurate and complete copies of the articles of incorporation and by-laws of the no representation or warranty is being made in this Section 2.5 with respect to information furnished in writing by Parent specifically for inclusion in any Company and MidAmerican Utility, as in effect on SEC Report filed after the date of this Agreement, are included (hereof or with respect to any Parent SEC Report incorporated therein by reference) in the Company SEC Reports.

Reports and Financial Statements. The filings required to be made by the Company and the Company Subsidiaries its subsidiaries since January 1, 1998 under the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the 1935 Act, the Public Utility Regulatory Policies Act of 1978 ("PURPA"), the Federal Power Act (the "Power Act") and applicable state, municipal, local and other laws, including franchise and state public utility laws and regulations, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, regulations have been filed with the Securities and Exchange Commission (the "SEC"), the Federal Energy Regulatory Commission (the "FERC"), and ) or the appropriate Iowa, Illinois, South Dakota, Nebraska or other appropriate Governmental Authoritiesstate public utilities commission, as the case may be, including all forms, statements, reports, exhibits and amendments appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes statute and the rules and regulations thereunder. The Company has made available to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement and all amendments thereto filed by the Company with the SEC by the Company or any Company Subsidiary (or their predecessors, including, without limitation, CalEnergy Company, Inc.) pursuant to the requirements of the Securities Act or Exchange Act since January 1, 1999 1998 (as such documents have since the time of their filing been amended, the "Company SEC Reports"). As of their respective datesdates (or, if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), the Company SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements (including the related notes) of the Company and MidAmerican Utility included in the Company SEC Reports (collectively, the "Company Financial Statements") have been prepared in accordance with generally accepted accounting principles applied on a consistent basis ("GAAP") (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present the consolidated financial position of the Company and MidAmerican Utility, as the case may be, as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring audit adjustments. True, accurate True and complete copies of the articles Certificate of incorporation Incorporation, as amended, and by-laws of the Company and MidAmerican UtilityCompany, as in effect on the date of this Agreementhereof, are included (or incorporated by reference) in the Company SEC Reportshave been made available to Parent.

Reports and Financial Statements. The Except as set forth in Section 4.5 of the Company Disclosure Schedule, the filings required to be made by the Company and the Company Subsidiaries under the Securities Act of 1933, as amended (the "Securities Act"), and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), have been made with the 1935 Act, the Public Utility Regulatory Policies Act of 1978 ("PURPA"), the Federal Power Act Securities and Exchange Commission (the "Power SEC") and complied, as of their respective dates, in all material respects with the applicable requirements of such laws and the rules and regulations thereunder. Except as set forth in Section 4.5 of the Company Disclosure Schedule, the filings required to be made by applicable federal laws (other than the Securities Act and the Exchange Act") and applicable state, municipal, local and other laws, including franchise and public utility laws and regulations, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, have been filed with the Securities and Exchange Commission (the "SEC"), the Federal Energy Regulatory Commission (the "FERC"), and the appropriate Iowa, Illinois, South Dakota, Nebraska or other appropriate Governmental Authorities, as the case may be, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunderthereunder except (i) where the failure to make such a filing or to so comply would not, individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect and (ii) with respect to Taxes (as defined in Section 4.9) to the extent described in Section 4.9 of the Company Disclosure Schedule. The Company has made available to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement and all amendments thereto filed with the SEC by the Company or any Company Subsidiary (or their predecessors, including, without limitation, CalEnergy Company, Inc.) pursuant to the requirements of the Securities Act or Exchange Act since January 1May 5, 1999 1995 (as such documents have since the time of their filing been amended, the "Company SEC Reports"). As of their respective dates, the Company SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited consolidated interim financial statements of the Company and MidAmerican Utility included in the Company SEC Reports (collectively, the "Company Financial Statements") have been prepared in accordance with generally accepted accounting principles applied on a consistent basis ("GAAP") (except as may be indicated therein or in the notes thereto) and fairly present the financial position of the Company and MidAmerican Utility, as the case may be, as of the dates thereof and the results of their operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring audit adjustments. True, accurate and complete copies of the articles certificate of incorporation and by-laws of the Company and MidAmerican UtilityCompany, as in effect on the date of this Agreement, are included (or incorporated by reference) in the Company SEC Reports.

Reports and Financial Statements. The filings (a) Rapid Link has, in a timely manner, filed all forms, notifications, reports, schedules, registration statements, proxy statements, information statements and other documents (together with all amendments thereof and supplements thereto) that were required to be made filed by the Company and the Company Subsidiaries under the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the 1935 Act, the Public Utility Regulatory Policies Act of 1978 ("PURPA"), the Federal Power Act (the "Power Act") and applicable state, municipal, local and other laws, including franchise and public utility laws and regulations, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, have been filed with the Securities and Exchange Commission (the "SEC"), the Federal Energy Regulatory Commission (the "FERC"), and the appropriate Iowa, Illinois, South Dakota, Nebraska or other appropriate Governmental Authorities, as the case may be, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. The Company has made available to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement and all amendments thereto filed with the SEC by the Company Rapid Link or any Company Subsidiary (or their predecessorswith respect to the Core Business) with any applicable Governmental Entity, including, without limitation, CalEnergy Companythe FCC, Inc.) pursuant to state telecommunications regulatory authorities and the requirements of the Securities Act or Exchange Act SEC, since January 1, 1999 2009 (as such documents have since the time of their filing been amendedamended or supplemented, the "Company “Rapid Link Reports”), which are all of the documents (other than preliminary material) that Rapid Link or any Subsidiary (with respect to the Core Business) was required to file with any applicable Governmental Entity since such date. As of their respective dates (and without giving effect to any amendments or supplements filed after the date of this Agreement with respect to Rapid Link Reports filed before the date of this Agreement), each of Rapid Link Reports complied, as to form and substance, in all material respects with Legal Requirements. To Rapid Link’s Knowledge, as of the date hereof, there are no unresolved comments issued by the staff of any Governmental Authority with respect to any of the Rapid Link Reports or Rapid Link’s operations, generally that failure to resolve would have a Material Adverse Effect. (b) Rapid Link has made available to Blackbird all registration statements, prospectuses, reports, schedules, forms, statements and other documents in the form filed with the SEC Reports")since January 1, 2008 that are not publicly available through the SEC’s EXXXX database. As of their respective dates, each of Rapid Link Reports, (i) complied, as to form and substance, in all material respects with Legal Requirements, including without limitation, in the Company case of forms, reports, schedules, registration statements, proxy statements, information statements and other documents (together with all amendments thereof and supplements thereto) subject to the requirements of the Securities Act or the Exchange Act (as such documents have since the time of their filing been amended or supplemented, the “SEC Reports Reports”), the requirements of the Securities Act or the Exchange Act, as the case may be, and (ii) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The To Rapid Link’s Knowledge, as of the date hereof, there are no unresolved comments issued by the staff of the SEC with respect to any of the SEC Reports or Rapid Link’s operations, generally. (c) Each of the audited consolidated financial statements and unaudited interim consolidated financial statements of (including, in each case, the Company notes and MidAmerican Utility schedules, if any, thereto) included in the Company SEC Reports (collectively, the "Company “Rapid Link Financial Statements"”): (i) have been complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC, (ii) was prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis ("GAAP") during the periods involved (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC), and (iii) and fairly present presented, in all material respects the consolidated financial position of Rapid Link as at the Company and MidAmerican Utility, as the case may be, as of the respective dates thereof and the consolidated results of their operations its operations, stockholders’ equity and cash flows for the respective periods then ended, indicated (subject, in the case of the unaudited interim financial statements, to normal, recurring year-end audit adjustments, as permitted by GAAP and the applicable rules and regulations promulgated by the SEC). TrueThe balance sheet of Rapid Link contained in the SEC Reports as of July 31, accurate 2009, is hereinafter referred to as the “Rapid Link Balance Sheet.” Rapid Link is not a party to, or has any commitment to become a party to, any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC). (d) Rapid Link has established and complete copies maintains “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) that are reasonably designed to ensure that material information (both financial and non-financial) relating to Rapid Link required to be disclosed by Rapid Link in the SEC Reports is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the articles of incorporation SEC, and by-laws that such information is accumulated and communicated to Rapid Link’s principal executive officer and principal financial officer, or Persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure and to make the certifications of the Company principal executive officer and MidAmerican Utilitythe principal financial officer of Rapid Link required by Section 302 of the Sxxxxxxx-Xxxxx Act of 2002 (“SOX”) with respect to such reports. To Rapid Link’s Knowledge, as there is no fraud, whether or not material, that involves management or other employees who have a significant role in effect on Rapid Link’s internal controls and procedures. (e) Rapid Link is in compliance in all material respects with (i) the date applicable provisions of this Agreementthe SOX and (ii) the applicable listing and corporate governance rules and regulations of the OTC Bulletin Board. (f) Rapid Link’s books and records have been fully, properly and accurately maintained in all material respects, and there are included (no material inaccuracies or incorporated by reference) in the Company SEC Reportsdiscrepancies of any kind contained or reflected therein.

Reports and Financial Statements. The filings (1) With respect to periods since September 30, 1994, each of BFS and its subsidiaries has timely filed, and has paid all fees or assessments due or payable in connection with, all material reports and statements, together with any amendments required to be made by the Company and the Company Subsidiaries under the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the 1935 Act, the Public Utility Regulatory Policies Act of 1978 ("PURPA"), the Federal Power Act (the "Power Act") and applicable state, municipal, local and other laws, including franchise and public utility laws and regulations, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining with respect thereto, have been filed that it was required to file with (A) the Securities and Exchange Commission (the "SEC"), (B) the OTS, (C) the FDIC, (D) the Federal Energy Regulatory Commission Home Loan Bank of New York (the "FERCFHLB"), and the appropriate Iowa(E) any other applicable federal or state banking, Illinoisinsurance, South Dakotasecurities, Nebraska or other appropriate Governmental Authoritiesregulatory authorities or (F) the NASD. Each such report or statement, as including the financial statements and exhibits thereto, complied (or will comply, in the case may be, and complied, of reports or statements filed after the date of this Agreement) as of their respective dates, in all material respects to form with all applicable requirements of the appropriate statutes and the statutes, rules and regulations thereunder. The Company as of the (in the case of reports or statements filed prior to the date hereof, without giving effect to any amendments or modifications filed after the date of this Agreement) date thereof, except for such failures to comply that, individually or in the aggregate, would not have a Material Adverse Effect on BFS. (2) BFS has made available to Parent Dime a true and complete copy of each registration statement, offering circular, report, schedule, registration statement and definitive proxy statement or information statement under the Securities Act of 1933, as amended (including the rules and all regulations thereunder, the "Securities Act"), the Exchange Act, 12 C.F.R. Parts 563d and 563g and state securities and "Blue Sky" laws (collectively, the "Securities Laws") filed, used or circulated by BFS or any subsidiary of BFS with respect to periods since September 30, 1994 through the date of this Agreement, and will promptly deliver to Dime each such document or statement filed, used or circulated after the date hereof (collectively, the "Reports"), each in the form (including exhibits and any amendments thereto thereto) filed with the SEC by or the Company or any Company Subsidiary OTS (or their predecessorsif not so filed, includingin the form used or circulated), without limitationincluding BFS's Annual Report on Form 10-K for the fiscal year ended September 30, CalEnergy Company1995 and its Quarterly Reports on Form 10-Q for the periods ended December 31, Inc.1995, March 31, 1996 and June 30, 1996. (3) pursuant to the requirements of the Securities Act or Exchange Act since January 1, 1999 (as such documents have since the time of their filing been amended, the "Company SEC Reports"). As of their respective datesdates (and without giving effect to any amendments or modifications filed after the date of this Agreement), each of the Company SEC Reports, including the financial statements, exhibits and schedules thereto, filed, used or circulated prior to the date hereof complied (and each of the Reports filed after the date of this Agreement, will comply) in all material respects with the applicable Securities Laws and did not (or in the case of Reports filed after the date of this Agreement, will not) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The audited . (4) Each of BFS's consolidated financial statements and unaudited interim financial statements of the Company and MidAmerican Utility balance sheets included in the Company SEC Reports fairly presents (collectivelyor, the "Company Financial Statements") have been prepared in accordance with generally accepted accounting principles applied on a consistent basis ("GAAP") (except as may be indicated therein or in the notes theretocase of Reports filed after the date of this Agreement, will fairly present) and fairly present in all material respects the consolidated financial position of BFS and its subsidiaries as of the Company date of such balance sheet and MidAmerican Utilityeach of the consolidated income statements and statements of changes in stockholders' equity included in the Reports fairly presents (or, in the case of Reports filed after the date of this Agreement, will fairly present) in all material respects the consolidated results of operations and retained earnings, as the case may be, as of the dates thereof BFS and the results of their operations and cash flows its subsidiaries for the periods then ended, set forth therein (subject, in the case of the unaudited interim financial statements, to normalnormal year-end adjustments that are not material in amount or effect), recurring audit adjustments. Truein each case in conformity with generally accepted accounting principles consistently applied during the periods involved, accurate and complete copies of the articles of incorporation and by-laws of the Company and MidAmerican Utility, except as in effect on the date of this Agreement, are included (or incorporated by reference) in the Company SEC Reportsmay be noted therein.

Reports and Financial Statements. The filings required to be made (a) Since the date Genco Holdings' registration statement on Form 10 was declared effective by the Company and the Company Subsidiaries under the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the 1935 Act, the Public Utility Regulatory Policies Act of 1978 ("PURPA"), the Federal Power Act (the "Power Act") and applicable state, municipal, local and other laws, including franchise and public utility laws and regulations, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, have been filed with the Securities and Exchange Commission (the "SEC") (December 11, 2002), Genco Holdings and, to the Federal Energy Regulatory Commission extent applicable, each of the other Companies, has timely filed (i) with the SEC all forms, reports, schedules, statements, registration statements and definitive proxy statements (all such filings, including such registration statement on Form 10, the "GENCO SEC REPORTS") required to be filed by the Companies under each of the Securities Act of 1933, as amended, and the respective rules and regulations thereunder (the "FERCSECURITIES ACT") and the Securities Exchange Act of 1934, as amended, and the respective rules and regulations thereunder (the "EXCHANGE ACT"), and (ii) with the appropriate IowaSEC, Illinoisthe NRC, South Dakotathe Public Utility Commission of Texas (the "PUC") and any other Governmental Authority with jurisdiction all material forms, Nebraska or reports, schedules, registrations, declarations and other appropriate Governmental Authoritiesfilings required to be filed by it under all applicable Laws, including PUHCA, the Atomic Energy Act of 1954 ("AEA") and the Texas Public Utility Regulatory Act, and the respective rules and regulations thereunder ("PURA"), all of which, as the case may beamended if applicable, and complied, as of their respective dates, complied in all material respects with all applicable requirements of the appropriate statutes act and the rules and regulations promulgated thereunder. The Company has made available to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement and all amendments thereto filed with the SEC by the Company or any Company Subsidiary (or their predecessors, including, without limitation, CalEnergy Company, Inc.) pursuant to the requirements of the Securities Act or Exchange Act since January 1, 1999 (as such documents have since the time of their filing been amended, the "Company SEC Reports"). As of their respective dates, dates the Company Genco SEC Reports (including exhibits and all other information incorporated by reference thereto) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated or incorporated by reference therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Each of the audited and unaudited consolidated financial statements and unaudited interim financial statements (including any related notes) of the Company and MidAmerican Utility Genco Holdings included in the Company Genco SEC Reports (collectivelyincluding exhibits and all other information incorporated by reference thereto), including its Annual Report on Form 10-K for the year ended December 31, 2003 (the "GENCO HOLDINGS 10-K") when filed, complied in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, was prepared from, and is in accordance with, the "Company Financial Statements") books and records of the Companies, which books and records have been prepared maintained, and which financial statements were prepared, in accordance with United States generally accepted accounting principles ("GAAP") (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis ("GAAP") throughout the periods involved (except as may be indicated therein or in the notes thereto) and fairly present presented in all material respects the financial position of the Company Genco Holdings and MidAmerican Utility, as the case may be, its subsidiaries as of the dates thereof and the results of their operations and operations, cash flows and changes in financial position for the periods then ended, reported (subject, in the case of the unaudited interim financial quarterly statements, to normal, recurring normal year-end audit adjustmentsadjustments that are immaterial to the Companies as a whole). True, accurate All of the Companies are consolidated for accounting purposes. (b) Section 4.6(b) of the Companies Disclosure Letter contains true and complete copies of the articles audited balance sheet for South Texas Project, as of incorporation December 31, 2003, December 31, 2002 and by-laws December 31, 2001, and the audited statement of income of South Texas Project for the fiscal years ended December 31, 2003, December 31, 2002 and December 31, 2001 (collectively, the "STP FINANCIAL STATEMENTS"). Each of the Company STP Financial Statements was prepared from, and MidAmerican Utilityis in accordance with, the books and records of South Texas Project, which books and records have been maintained, and which financial statements were prepared, in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated therein or in the notes thereto) and, as of their respective dates, fairly presented in effect all material respects the financial position of South Texas Project as of the dates thereof and the results of their operations, cash flows and changes in financial position for the periods reported. (c) The management of Genco Holdings has (i) implemented disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) intended to ensure that material information relating to the Companies is timely made known to the management of Genco Holdings by others within those entities, and (ii) has disclosed, based on its most recent evaluation, to Genco Holdings' outside auditors and the date audit committee of this Agreement, are included board of directors of Genco Holdings (or incorporated by referenceA) all significant deficiencies and material weaknesses in the Company SEC Reportsdesign or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which could adversely affect Genco Holdings' ability to record, process, summarize and report financial information on a timely basis and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in Genco Holdings' internal control over financial reporting. A summary of any such disclosure made by management to Genco Holdings' auditors and audit committee has been made available to Buyer.

Reports and Financial Statements. The filings Since May 15, 1997, Parent has filed with the Securities and Exchange Commission (the "SEC") all forms, statements, reports and documents (including all exhibits, post-effective amendments and supplements thereto) required to be made filed by the Company and the Company Subsidiaries it under each of the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the 1935 Act, the Public Utility Regulatory Policies Act of 1978 ("PURPA"), the Federal Power Act (the "Power Act") and applicable state, municipal, local and other laws, including franchise and public utility laws and regulations, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, have been filed with the Securities and Exchange Commission (the "SEC"), the Federal Energy Regulatory Commission (the "FERC"), and the appropriate Iowarespective rules and regulations thereunder, Illinois, South Dakota, Nebraska or other appropriate Governmental Authoritiesall of which, as the case may beamended if applicable, and complied, as of their respective dates, complied when filed in all material respects with all applicable requirements of the appropriate statutes act and the rules and regulations thereunder. The Company Parent has previously delivered or made available to Parent a true the Company copies (including all exhibits, post-effective amendments and complete copy supplements thereto) of each reportits (a) Annual Report on Form 10-K for the fiscal year ended December 31, schedule1997, registration statement and definitive proxy statement and all amendments thereto as filed with the SEC, (b) its proxy statement relating to its 1998 annual meeting of stockholders, (c) Quarterly Report on Form 10-Q for the period ended March 31, 1998, and (d) all other reports, including quarterly reports, and registration statements filed by Parent with the SEC by since May 15, 1997 (other than registration statements filed on Form S-8) (the Company or any Company Subsidiary documents referred to in clauses (or their predecessorsa), including(b), without limitation, CalEnergy Company, Inc.(c) pursuant and (d) filed prior to the requirements of the Securities Act or Exchange Act since January 1, 1999 (date hereof are collectively referred to as such documents have since the time of their filing been amended, the "Company Parent SEC Reports"). As of their respective dates, the Company Parent SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representation in the preceding sentence shall not apply to any misstatement or omission in any Parent SEC Report filed prior to the date of this Agreement which was superseded by a subsequent Parent SEC Report filed prior to the date of this Agreement. The audited consolidated financial statements and unaudited interim financial statements of the Company and MidAmerican Utility Parent included in the Company SEC Reports Parent's Annual Report on Form 10-K for the year ended December 31, 1997 (collectively, the "Company Parent Financial Statements") have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis ("GAAP") (except as may be indicated therein or in the notes thereto) and fairly present the financial position of the Company Parent and MidAmerican Utility, as the case may be, its subsidiaries as of the dates thereof and the results of their operations and cash flows changes in financial position for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring audit adjustments. True, accurate and complete copies of the articles of incorporation and by-laws of the Company and MidAmerican Utility, as in effect on the date of this Agreement, are included (or incorporated by reference) in the Company SEC Reports.

Reports and Financial Statements. (a) The filings Company and each of its subsidiaries have timely filed all material reports, registrations and statements, together with any amendments required to be made by with respect thereto, that they were required to file since December 31, 1995, with (i) the Company Federal Reserve Board, (ii) the FDIC, (iii) the OCC, (iv) the OTS, (v) any state banking commissions, any other state regulatory authorities or any comparable regulatory authorities in England or Ireland and the Company Subsidiaries under the Securities Act of 1933(vi) any self-regulatory organization (collectively, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the 1935 Act, the Public Utility Regulatory Policies Act of 1978 ("PURPA"), the Federal Power Act (the "Power Act") and applicable state, municipal, local and other laws, including franchise and public utility laws and regulations, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, have been filed with the Securities and Exchange Commission (the "SEC"), the Federal Energy Regulatory Commission (the "FERCAgencies"), and have paid all material fees and assessments due and payable in connection there with. Except for normal examinations conducted by a Regulatory Agency in the appropriate Iowa, Illinois, South Dakota, Nebraska or other appropriate Governmental Authorities, as regular course of the case may bebusiness of the Company and its subsidiaries, and complied, except as of their respective dates, listed in all material respects with all applicable requirements Section 5.5(a) of the appropriate statutes and Company Disclosure Schedule, no Regulatory Agency has initiated any proceed ing or investigation or, to the rules and regulations thereunder. The Company has made available to Parent a true and complete copy knowledge of each reportthe Company, schedule, registration statement and definitive proxy statement and all amendments thereto filed with threatened any investigation into the SEC by business or operations of the Company or any of its subsidiaries since December 31, 1995, except for such proceedings or investigations which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. (b) The Company Subsidiary has filed all material reports, forms, registrations, schedules, statements and other documents required to be filed by it with the SEC since December 31, 1995 (or their predecessors, including, without limitation, CalEnergy Company, Inc.) pursuant to the requirements of the Securities Act or Exchange Act since January 1, 1999 (as such documents have since the time of their filing been amended, the "Company SEC Reports"). As of their respective dates, the Company SEC Reports did not contain complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder. Except to the extent that information contained in any Company SEC Report has been revised or superseded by a later filed Company SEC Report, none of the Company SEC Reports, when filed, contained any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. . (c) The audited consolidated financial statements and unaudited interim financial statements of the Company and MidAmerican Utility included in the Company SEC Reports filed and publicly available prior to the date of this Agreement (collectivelyas amended to the date of this Agreement, the "Filed Company Financial StatementsSEC Reports") complied as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles GAAP (except, in the case of the unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis ("GAAP") during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present the consolidated financial position of the Company and MidAmerican Utility, as the case may be, its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended, ended (subject, in the case of the unaudited interim financial statements, to normal, recurring normal year-end audit adjustments. True, accurate adjustments and complete copies to any other adjustments described therein). (d) Except for liabilities and obligations incurred in the ordinary course of business consistent with past practice since the date of the articles most recent consolidated balance sheet included in the Filed Company SEC Reports, neither the Company nor any of incorporation and by-laws its subsidiaries has any material liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be recognized or disclosed on a consolidated balance sheet of the Company and MidAmerican Utility, as in effect on the date of this Agreement, are included (its consolidated subsidiaries or incorporated by reference) in the Company SEC Reportsnotes thereto.

Reports and Financial Statements. The filings required to be made by the Company Pacific and the Company Subsidiaries its subsidiaries under the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT"), the Securities Exchange Act of 1934, as amended (the "Exchange ActEXCHANGE ACT"), the 1935 California Public Utilities Act, the Public Utility Regulatory Policies Power Act, the Natural Gas Act of 1978 (the "PURPAGAS ACT") or the 1935 Act have been filed with the Securities and Exchange Commission (the "SEC"), the Federal Power Act California Public Utilities Commission (the "Power ActCPUC") and applicable stateor the Federal Energy Regulatory Commission (the "FERC"), municipal, local and other laws, including franchise and public utility laws and regulationsas the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, have been filed with the Securities and Exchange Commission (the "SEC"), the Federal Energy Regulatory Commission (the "FERC"), and the appropriate Iowa, Illinois, South Dakota, Nebraska or other appropriate Governmental Authorities, as the case may be, and complied, as of their respective dates, Pacific has complied in all material respects with all applicable requirements of the appropriate statutes act and the rules and regulations thereunder. The Company Pacific has made available to Parent Enova a true and complete copy of each report, schedule, registration statement and definitive proxy statement and all amendments thereto filed by Pacific with the SEC by the Company or any Company Subsidiary (or their predecessors, including, without limitation, CalEnergy Company, Inc.) pursuant to the requirements of the Securities Act or Exchange Act since January 1, 1999 1994 (as such documents have since the time of their filing been amended, the "Company PACIFIC SEC ReportsREPORTS"). As of their respective dates, the Company Pacific SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of the Company and MidAmerican Utility Pacific included in the Company Pacific SEC Reports (collectively, the "Company Financial StatementsPACIFIC FINANCIAL STATEMENTS") have been prepared in accordance with generally accepted accounting principles applied on a consistent basis ("GAAP") GAAP (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present the financial position of the Company and MidAmerican Utility, as the case may be, Pacific as of the dates thereof and the results of their its operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring audit adjustments. True, accurate and complete copies of the articles Articles of incorporation Incorporation and by-laws Bylaws of the Company and MidAmerican UtilityPacific, as in effect on the date of this Agreementhereof, are included (or incorporated by reference) in the Company SEC Reportshave previously been made available to Enova.

Reports and Financial Statements. The filings required to be made by Since December 31, 2004, the Company and the Company Subsidiaries have filed or furnished, as applicable, on a timely basis (taking into account all applicable grace periods) all forms, statements, certifications, reports and documents required to be filed or furnished by them under the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act, the Public Utility Holding Company Act of 19341935, as amended and in effect prior to its repeal effective February 8, 2006 ("PUHCA"), the Energy Policy Act of 2005, the Federal Power Act of 1935, as amended (the "Exchange ActFPA"), the 1935 Act, the Public Utility Regulatory Policies Communications Act of 1978 ("PURPA"), the Federal Power Act (the "Power Act") 1934 and applicable state, municipal, local and other laws, including franchise and state public utility laws and regulationsregulations (collectively, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, have been filed with the Securities and Exchange Commission (the "SECCompany Reports"), the Federal Energy Regulatory Commission (the "FERC"), and the appropriate Iowa, Illinois, South Dakota, Nebraska or other appropriate Governmental Authorities, as the case may be, and . The Company Reports have complied, as of their respective dates, in all material respects or if not yet filed or furnished, will comply, with all applicable requirements of the appropriate statutes and the rules and regulations thereunder, except for such failures which, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect. The Company has made available As of their respective dates, (or, if amended prior to Parent a true and complete copy the date hereof, as of the date of such amendment), each form, certification, report, schedule, registration statement and statement, definitive proxy statement and all amendments thereto or other document filed with or furnished to the SEC after December 31, 2004 by the Company or any Company Subsidiary Puget Sound Energy (or their predecessors, including, without limitation, CalEnergy Company, Inc.) pursuant to the requirements of the Securities Act or Exchange Act since January 1, 1999 (as such documents have since the time of their filing been amended, the "Company SEC Reports"). As of their respective dates, the Company SEC Reports did not, or if not yet filed or furnished, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of the Company SEC Reports, at the time of its filing or being furnished, complied in all material respects, or if not yet filed or furnished, will comply in all material respects, with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 ("SOX") and any rules and regulations promulgated thereunder applicable to the Company SEC Reports. The Company is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the New York Stock Exchange. Each of the audited consolidated financial statements and unaudited interim financial statements of the Company and MidAmerican Utility included in or incorporated by reference into the Company SEC Reports (including the related notes and schedules) (collectively, the "Company Financial Statements") have been has been, and in the case of Company SEC Reports filed after the date hereof will be, prepared in accordance with United States generally accepted accounting principles applied on a consistent basis ("GAAP") ), consistently applied during the periods involved (except as may be indicated therein or in the notes theretothereto and subject, in the case of unaudited statements, to normal year-end audit adjustments) and fairly present presents, or, in the case of Company SEC Reports after the date hereof, will fairly present, the consolidated financial position of the Company and MidAmerican Utility, as the case may be, Company Subsidiaries as of the dates thereof and the results of their its operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring normal year-end audit adjustments. True, accurate and complete copies of the articles of incorporation and by-laws of the Company and MidAmerican Utility, as in effect on the date of this Agreement, are included (or incorporated by reference) in the Company SEC Reports.

Reports and Financial Statements. The filings required to be made by Section 3.4 of the Company Seller Disclosure Schedule includes true, complete and correct copies of the Company’s audited consolidated balance sheets (the “Audited Balance Sheets”) as of September 30, 2002 (the “Balance Sheet Date”), September 30, 2001 and September 30, 2000, the related audited income statements and schedules of retained earnings and statements of cash flows for the years ended September 30, 2002 and 2001 and the Company Subsidiaries under the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the 1935 Act, the Public Utility Regulatory Policies Act of 1978 ("PURPA"), the Federal Power Act (the "Power Act") and applicable state, municipal, local and other laws, including franchise and public utility laws and regulations, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, have been filed with the Securities and Exchange Commission (the "SEC"), the Federal Energy Regulatory Commission (the "FERC"), and the appropriate Iowa, Illinois, South Dakota, Nebraska or other appropriate Governmental Authorities, as the case may be, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. The Company has made available to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement and all amendments thereto filed with the SEC by the Company or any Company Subsidiary (or their predecessors, including, without limitation, CalEnergy Company, Inc.) pursuant to the requirements of the Securities Act or Exchange Act since January 1, 1999 (as such documents have since the time of their filing been amended, the "Company SEC Reports"). As of their respective dates, the Company SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited unaudited consolidated financial statements and unaudited interim financial statements of the Company for the period ended March 31, 2003 (the “Unaudited Financial Statements” and MidAmerican Utility included in the Company SEC Reports (collectively, the "“Company Financial Statements") ”). Except as set forth in Section 3.4 of the Seller Disclosure Schedule, the Company Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis ("GAAP") (except as may be indicated therein or GAAP consistently applied. The Audited Balance Sheets present fairly in the notes thereto) and fairly present all material respects the financial position condition of the Company and MidAmerican Utility, as the case may be, its Subsidiaries as of the dates thereof indicated thereon, and each of the income statements, schedules of retained earnings, statements of cash flows and other financial statements included in the Company Financial Statements presents fairly in all material respects the results of their the operations of the Company and cash flows its Subsidiaries for the periods then ended, indicated thereon (subject, in the case of the unaudited interim financial statementsUnaudited Financial Statements, to normalnormal year-end audit adjustments consistent with prior periods). Except as and to the extent reflected, recurring audit adjustments. True, accurate and complete copies of disclosed or reserved against in the articles of incorporation and by-laws audited balance sheet of the Company and MidAmerican Utility, as in effect on of the date of this Agreement, are Balance Sheet Date included (or incorporated by reference) in the Company SEC Reports.Financial Statements (the “2002 Balance Sheet”) (including the notes thereto), or set forth in Section 3.4 of the Seller Disclosure Schedule neither the Company nor any of its Subsidiaries had any obligation or liability, whether absolute, accrued, contingent or otherwise, material to the business, operations, assets or financial condition of the Company or any of its Subsidiaries which is required under GAAP to be reflected on a balance sheet, other than liabilities incurred or accrued in the ordinary course of business since the Balance Sheet Date. 15

Reports and Financial Statements. (i) The Company has furnished the Investors with true and complete copies of the Company’s (i) Annual Reports on Form 10-KSB for the fiscal years ended December 31, 2000, as amended, December 31, 2001, as amended, and December 31, 2002, as amended, as filed with the SEC, (ii) Quarterly Reports on Form 10-QSB for the quarters ended March 30, 2003, June 29, 2003 and September 28, 2003, as filed with the SEC, (iii) proxy statements related to all meetings of its stockholders (whether annual or special) held since January 1, 2001, and (iv) all other reports filed with or registration statements declared effective by the SEC since January 1, 2001, except registration statements on Form S-8 relating to employee benefit plans, which are all the documents (other than preliminary material) that the Company was required to file with the SEC since that date (clauses (i) through (iv) being referred to herein collectively as the “Company SEC Reports”). The Company has timely made all filings required to be made by under the Exchange Act during the 12 months preceding the date of this Agreement. As of their respective dates, the Company SEC Reports were duly filed and complied in all material respects with the Company Subsidiaries under requirements of the Securities Act of 1933, as amended (or the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the 1935 Act, the Public Utility Regulatory Policies Act of 1978 ("PURPA"), the Federal Power Act (the "Power Act") and applicable state, municipal, local and other laws, including franchise and public utility laws and regulations, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, have been filed with the Securities and Exchange Commission (the "SEC"), the Federal Energy Regulatory Commission (the "FERC"), and the appropriate Iowa, Illinois, South Dakota, Nebraska or other appropriate Governmental Authorities, as the case may be, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder. The Company has made available to Parent a true and complete copy of each report, schedule, registration statement and definitive proxy statement and all amendments thereto filed with the SEC by the thereunder applicable to such Company or any Company Subsidiary (or their predecessorsSEC Reports, including, without limitation, CalEnergy Company, Inc.) pursuant to the requirements of the Securities Act or Exchange Act since January 1, 1999 (as such documents have since the time of their filing been amendedbut not limited to, the "Company SEC Reports")Xxxxxxxx-Xxxxx Act. As of their respective dates, the Company SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. . (ii) The audited consolidated financial statements and unaudited interim financial statements of the Company and MidAmerican Utility included in the Company SEC Reports (collectivelyi) complied as to form in all material respects with applicable accounting requirements of the Securities Act and with the published rules and regulations of the SEC with respect thereto, the "Company Financial Statements"(ii) have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) applied on a consistent basis ("GAAP"except (A) (except as may be indicated therein or in the notes thereto, or (B) and fairly in the case of unaudited interim financial statements, to the extent they may not include footnotes or may be condensed or summary statements), (iii) present fairly, in all material respects, the financial position of the Company and MidAmerican Utility, its Subsidiaries as the case may be, as of at the dates thereof and the results of their operations and cash flows flow for the periods then ended, ended subject, in the case of the unaudited interim financial statements, to normalnormal year-end audit adjustments and any other adjustments described therein and the fact that certain information and notes have been condensed or omitted in accordance with the Exchange Act and the rules promulgated thereunder, recurring audit adjustments. True, accurate and complete copies (iv) are in all material respects in accordance with the books of the articles of incorporation account and by-laws records of the Company and MidAmerican Utility, except as in effect on the date of this Agreement, are included (or incorporated by reference) in the Company SEC Reportsindicated therein.

Reports and Financial Statements. The filings required to be made by the Company KCPL and the Company KCPL Subsidiaries since January 1, 1994 under the Securities Act of 1933, as amended (the "Securities Act"), ; the Securities Exchange Act of 1934, as amended (the "Exchange Act"), ; the 1935 Act, the Public Utility Regulatory Policies Act of 1978 ("PURPA"), ; the Federal Power Act (the "Power Act"); the Atomic Energy Act of 1954, as amended (the "Atomic Energy Act") and applicable state, municipal, local and other laws, including franchise and state public utility laws and regulations, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, regulations have been filed with the Securities and Exchange Commission (the "SEC"), the Federal Energy Regulatory Commission (the "FERC"), and the Nuclear Regulatory Commission ("NRC") or the appropriate Iowa, Illinois, South Dakota, Nebraska or other appropriate Governmental Authoritiesstate public utilities commission, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder, except for such filings the failure of which to have been made or to so comply would not result in a KCPL Material Adverse Effect. The Company has made available to Parent a true and complete copy of "KCPL SEC Reports" shall mean each report, schedule, registration statement and definitive proxy statement and all amendments thereto filed with the SEC by the Company or any Company Subsidiary (or their predecessors, including, without limitation, CalEnergy Company, Inc.) KCPL pursuant to the requirements of the Securities Act or Exchange Act since January 1, 1999 1994 (as such documents have since the time of their filing been amended, the "Company SEC Reports"). As of their respective dates, the Company KCPL SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of the Company and MidAmerican Utility KCPL included in the Company KCPL SEC Reports (collectively, the "Company KCPL Financial Statements") have been prepared in accordance with generally accepted accounting principles applied on a consistent basis ("GAAP") (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present the financial position of the Company and MidAmerican Utility, as the case may be, KCPL as of the dates thereof and the results of their its operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring audit adjustments. True, accurate and complete copies of the articles Restated Articles of incorporation Consolidation and by-laws of the Company and MidAmerican UtilityKCPL, as in effect on the date of this Agreementhereof, are included (or incorporated by reference) in the Company KCPL SEC Reports.

Reports and Financial Statements. The filings required to be made by the Company KCPL and the Company KCPL Subsidiaries and KCPL Joint Ventures since January 1, 1991 under the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT"), ; the Securities Exchange Act of 1934, as amended (the "Exchange ActEXCHANGE ACT"), ; the 1935 Act, the Public Utility Regulatory Policies Act of 1978 ("PURPA"), ; the Federal Power Act (the "Power ActPOWER ACT"); the Atomic Energy Act of 1954, as amended (the "ATOMIC ENERGY ACT") and applicable state, municipal, local and other laws, including franchise and state public utility laws and regulations, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, regulations have been filed with the Securities and Exchange Commission (the "SEC"), the Federal Energy Regulatory Commission (the "FERC"), and the Nuclear Regulatory Commission ("NRC") or the appropriate Iowa, Illinois, South Dakota, Nebraska or other appropriate Governmental Authoritiesstate public utilities commission, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes and the rules and regulations thereunder, except for such filings the failure of which to have been made would not result in a KCPL Material Adverse Effect. The Company KCPL has made available to Parent UCU a true and complete copy of each report, schedule, registration statement and definitive proxy statement and all amendments thereto filed with the SEC by the Company or any Company Subsidiary (or their predecessors, including, without limitation, CalEnergy Company, Inc.) KCPL pursuant to the requirements of the Securities Act or Exchange Act since January 1, 1999 1991 (as such documents have since the time of their filing been amended, the "Company KCPL SEC ReportsREPORTS"). As of their respective dates, the Company KCPL SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The audited consolidated financial statements and unaudited interim financial statements of the Company and MidAmerican Utility KCPL included in the Company KCPL SEC Reports (collectively, the "Company Financial StatementsKCPL FINANCIAL STATEMENTS") have been prepared in accordance with generally accepted accounting principles applied on a consistent basis ("GAAP") (except as may be indicated therein or in the notes theretothereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC) and fairly present the financial position of the Company and MidAmerican Utility, as the case may be, KCPL as of the dates thereof and the results of their its operations and cash flows for the periods then ended, subject, in the case of the unaudited interim financial statements, to normal, recurring audit adjustments. True, accurate and complete copies of the articles Restated Articles of incorporation Consolidation and by-laws of the Company and MidAmerican UtilityKCPL, as in effect on the date of this Agreementhereof, are included (or incorporated by reference) in the Company KCPL SEC Reports.

Reports and Financial Statements. (a) The filings required to be made by the Company WPL and the Company WPL Subsidiaries since January 1, 1992 under the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the 1935 Act, the Public Utility Regulatory Policies Act of 1978 ("PURPA"), the Federal Power Act (the "Power Act"), the Atomic Energy Act of 1954, as amended (the "Atomic Energy Act") and applicable state, municipal, local and other laws, including franchise and public utility state laws and regulationsregulations have been filed with the SEC, the Federal Energy Regulatory Commission (the "FERC"), the Nuclear Regulatory Commission (the "NRC"), the Department of Energy (the "DOE") or any appropriate state public utilities commission, as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto, have been filed with the Securities and Exchange Commission (the "SEC"), the Federal Energy Regulatory Commission (the "FERC"), and the appropriate Iowa, Illinois, South Dakota, Nebraska or other appropriate Governmental Authorities, as the case may be, and complied, as of their respective dates, in all material respects with all applicable requirements of the appropriate statutes statute and the rules and regulations thereunder. The Company . (b) WPL has made available to Parent IES and Interstate a true and complete copy of each form, report, schedule, registration statement and definitive proxy statement filed by each of WPL and all amendments thereto filed WP&LC with the SEC by the Company or any Company Subsidiary (or their predecessors, including, without limitation, CalEnergy Company, Inc.) pursuant to the requirements of the Securities Act or Exchange Act since January 1, 1999 1992 (as such documents have since the time of their filing been amendedamended or supplemented, the "Company WPL SEC Reports") and each other filing described in Section 4.5(a). As of their respective dates, the Company WPL SEC Reports did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. . (c) The audited consolidated financial statements and unaudited interim financial statements of the Company WPL and MidAmerican Utility included in the Company SEC Reports (collectively, the "Company Financial Statements") have been prepared in accordance with generally accepted accounting principles applied on a consistent basis ("GAAP") (except as may be indicated therein or in the notes thereto) and fairly present the financial position of the Company and MidAmerican UtilityWP&LC, as the case may be, as of the dates thereof and the results of their operations and cash flows for the periods then ended, subject, included in the case of the unaudited interim financial statementsWPL SEC Reports (collectively, to normal, recurring audit adjustments. True, accurate and complete copies of the articles of incorporation and by-laws of the Company and MidAmerican Utility, as in effect on the date of this Agreement, are included (or incorporated by reference) in the Company SEC Reports.the