UNANIMOUS WRITTEN CONSENT OF THE MEMBERS OF
pampa f&f LLC
(the “Company”)
The undersigned, being all of the Members of the Company, and acting pursuant to Section 18-801(a)(3) of the Delaware Limited Liability Company Act, adopt the following resolution, without a meeting in accordance with the procedures established in Section 18-302(d) of the Delaware Limited Liability Company Act, and consent to the taking of the actions described in this resolution (this “Consent”).
WHEREAS, the Members have determined that it is in the best interest of the Company to dissolve and the Members desire to effectuate the dissolution, winding up and termination of the Company pursuant to the plan of dissolution attached hereto asExhibit A (the “Plan of Dissolution”).
NOW, THEREFORE, IT IS HEREBY:
RESOLVED, that the Company hereby adopts the Plan of Dissolution and, in accordance with said Plan of Dissolution, shall distribute all of its assets to its Members;
RESOLVED, that after the date hereof the Company shall cease to be a going concern and its activities shall be merely for the purpose of disposing of all of its assets (including the distribution of American depositary shares of Pampa Energía S.A. to the Members, as set forth in the Plan of Dissolution) and winding up its affairs in accordance with the terms of this Consent and the Plan of Dissolution;
RESOLVED, that upon the dissolution and complete winding up of the Company, an authorized officer of the Company, acting singly, shall execute and file a Certificate of Cancellation of the Company’s Certificate of Formation, a form of which is attached hereto asExhibit B, with the Secretary of State, in accordance with the Delaware Limited Liability Company Act and, upon such filing, the separate legal existence of the Company shall be terminated; and
RESOLVED, that Javier Douer, a duly authorized officer of the Company, and any other officer that may be appointed by Grupo Mtres S.A. (the managing member of the Company) be, and each of them hereby is, authorized, directed and empowered to take any and all other actions and to execute, deliver, perform or file all such other agreements, instruments, documents, and forms, as he or she may deem necessary or appropriate in order to consummate the transactions contemplated hereby and otherwise to give effect to the intent of the foregoing resolutions and that the execution by any such officer of any such agreement, instrument or document or the doing by any of them of any act in connection with the foregoing matters shall establish conclusively his or her authority from the Company and the approval and ratification by the Company of such agreement, instrument or document and the actions so taken.
[signature page follows]
IN WITNESS WHEREOF, the undersigned have executed this Consent as of this 15 day of February 2016.
GRUPO MTRES S.A.
By:/s/ Damián Mindlin Name: Damián Mindlin Title: Managing Member
Sargeant Pampa LLC
By: /s/ Daniel Nir Name: Daniel Nir Title: Managing Member
ELLISON CAPITAL LLC
By: /s/ John G. B. Ellison, Jr. Name: John G. B. Ellison, Jr. Title: Member |
| [signature page to Consent –Pampa F&F LLC] |
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DISSOLUTION, WINDING-UP AND TERMINATION PLAN
OF
PAMPA F&F LLC
(the “Company”)
This Dissolution, Winding-Up and Termination Plan, dated as of February 15, 2016 (the “Plan of Dissolution”), is entered into by the Company and Grupo Mtres S.A., Sargeant Pampa LLC and Ellison Capital LLC, as Members of the Company (the “Members”). Capitalized terms used and not otherwise defined herein have the meanings set forth in the Limited Liability Company Operating Agreement of the Company, dated June 5, 2006 (the “LLC Agreement”).
W I T N E S S E T H:
WHEREAS, the Company was formed in accordance with the Delaware Limited Liability Company Act (6Del. C. §18-101,etseq.) (the “Act”) by filing a Certificate of Formation of the Company with the Secretary of State of the State of Delaware on November 15, 2005, and entering into the LLC Agreement; and
WHEREAS,the Members desire to effect the dissolution, winding up and termination of the Company.
NOW, THEREFORE, in consideration of the agreements herein, the parties hereto hereby agree as follows:
ARTICLE I
Dissolution and Winding Up
Section 1.1 Agreement to Dissolve. The Members hereby approve and hereby consent to the dissolution and winding up of the Company. The Members agree that the Company is hereby dissolved and that the Company's affairs shall be wound up in accordance with this Plan of Dissolution, and in compliance with the Act. To the extent that any provision of the LLC Agreement is inconsistent with any provision of this Plan of Dissolution, this Plan of Dissolution shall control.
Section 1.2 Winding Up. In connection with the dissolution and winding up of the Company pursuant to this Plan of Dissolution, the Members hereby confirm that (i) except for the payment of the fees and expenses described in Section 1.4, there are no claims or obligations of the Company, including any contingent, conditional or unmatured contractual claims, known to the Company, (ii) there are no claims against the Company that are the subject of a pending action, suit or proceeding to which the Company is a party, (iii) based on facts known to the Company, there are no claims that have not been made known to the Company orthat have not arisen but that are likely to arise or to become known to the Company within 10 years after the date hereof, (iv) the Company’s sole assets are the ADSs identified in Section 1.3 and the cash amount identified in Section 1.4, and (v) based on facts known to the Company, the winding up of the Company shall be complete once the distributions described in Sections 1.3 and 1.4 are completed.
Section 1.3 Distribution of ADSs. The following amount of ADSs from Pampa Energía S.A. (the “ADSs”), which were contributed by the Members as contributions of capital to the Company, shall be distributed to the Members, as follows: (i) 135,663 ADSs will be distributed to Sargeant Pampa LLC, (ii) 15,174 ADSs will be distributed to Ellison Capital LLC and (iii) 2,443,203 ADSs will be distributed to Grupo Mtres S.A. The date of such distribution is expected to be on or around February 16, 2016.
Section 1.4 Fees and Expenses for Dissolution.Distribution of Cash Balance. Prior to the filing of the Certificate of Cancellation of the Company’s Certificate of Formation with the Secretary of State of the State of Delaware, the Company shall pay all fees and expenses required in connection with the dissolution, winding-up and termination of the Company as provided in this Plan of Dissolution. These obligations include, but are not limited to, audit and legal fees, taxes and other administrative expenses. The cash balance, if any, after payment of the fees and expenses described above (the “Cash Balance”), shall be distributed as promptly as practicable to the Members, as follows: (i) 5.23% of the Cash Balance will be distributed to Sargeant Pampa LLC, (ii) 0.58% of the Cash Balance will be distributed to Ellison Capital LLC and (iii) 94.19% of the Cash Balance will be distributed to Grupo Mtres S.A., in each case to the account notified in writing to the duly authorized officer of the Company.
Section 1.5 Officer Authority. Javier Douer, a duly authorized officer of the Company, and any other officer appointed by Grupo Mtres S.A. (the managing member of the Company), any of whom may act singly, are hereby authorized, directed and empowered to take any and all other actions and to execute, deliver, perform or file all such other agreements, instruments, documents, and forms, as he or she may deem necessary or appropriate in order to consummate the transactions contemplated hereby and otherwise to give effect to the intent of this Plan of Dissolution, including the performance of the final accounting referred to in the last sentence of Section 6.02 of the LLC Agreement (for the avoidance of doubt, such final accounting shall be performed by a duly authorized officer of the Company and not by the Members or by a liquidating trustee or liquidating trustees). The execution by any such officer of any such agreement, instrument or document or the doing by any of them of any act in connection with the foregoing matters shall establish conclusively his or her authority from the Company and the approval and ratification by the Company of such agreement, instrument or document and the actions so taken.
ARTICLE II
Termination
Upon the dissolution and completion of the winding up of the Company, any authorized officer of the Company acting singly shall execute and file a Certificate of Cancellation of Certificate of Formation of the Company, in substantially the form attachedhereto asExhibit B, with the Secretary of State of the State of Delaware, in accordance with the Act. The separate legal existence of the Company shall be terminated upon such filing.
ARTICLE III
Miscellaneous
Section 3.1 Entire Agreement. This Plan of Dissolution constitutes the entire plan of dissolution, winding-up and termination of the undersigned with respect to the subject matter hereof.
Section 3.2 Binding Effect. This Plan of Dissolution shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.
Section 3.3 Governing Law. This Plan of Dissolution shall be governed by, and construed under, the laws of the State of Delaware, all rights and remedies being governed by said laws.
[signature page follows]
IN WITNESS WHEREOF, the undersigned has duly executed this Plan of Dissolution as of the day and year first above written.
PAMPA F&F LLC GRUPO MTRES S.A., as Managing Member
By:/s/ Damián Mindlin Name: Damián Mindlin Title: Managing Member
Sargeant Pampa LLC
By: /s/ Daniel Nir Name: Daniel Nir Title: Managing Member
ELLISON CAPITAL LLC
By: /s/ John G. B. Ellison, Jr. Name: John G. B. Ellison, Jr. Title: Member
GRUPO MTRES S.A.
By:/s/ Damián Mindlin Name: Damián Mindlin Title: Managing Member |
| [signature page to Plan of Dissolution – Pampa F&F LLC] |
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Exhibit B
EXHIBIT B
FORM OF
CERTIFICATE OF CANCELLATION
OF
CERTIFICATE OF FORMATION
OF
PAMPA F&F LLC
[see attached]
CERTIFICATE OF CANCELLATION
OF
CERTIFICATE OF FORMATION
OF
PAMPA F&F LLC
This Certificate of Cancellation of Certificate of Formation, dated as of __, 2016, is being filed by [Javier Douer] as duly authorized officer of Pampa F&F LLC, in the office of the Secretary of State of the State of Delaware (the “Secretary of State”) in accordance with the provisions of 6Del. C. §18‑203, to cancel the Certificate of Formation of PAMPA F&F LLC.
1. The name of the limited liability company is PAMPA F&F LLC (the “LLC”).
2. The Certificate of Formation of the LLC was filed in the office of the Secretary of State onNovember 15, 2005.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Cancellation of Certificate of Formation as of the date first‑above written.
_____________________________ Name: [Javier Douer] Title: Authorized Officer |