In the High Court of New Zealand, Auckland Registry
SP: 16/05
CIV-2005-404-4437
In the matter of Part II of the Partnership Act 1908, and
in the matter of Koch Investments AG and Company:
It is hereby certified, pursuant to section 51 of the Partnership Act 1908, that:
1. The name of the special partnership is Koch Investments AG and Company.
2. The names, addresses, occupations and capital contributions of the General Partner and Special Partners are as set forth in the Schedule.
3. The general nature of the business to be transacted by the special partnership is:
(a) the owning of shares and equity interests in,
and the lending of money to and financing, companies and entities both within and outside New Zealand; and
(b) such other related business purposes or activities that, in the opinion of the partners, may be conveniently or profitably undertaken by the partnership, whether or not such things shall be similar in nature to the business purposes set out in subsection (a) above.
4. The principal place from which the special partnership business will be conducted is the registered office of the General Partner, at Baarerstrasse 8, 6301 Zurich, Switzerland.
5. The special partnership shall commence upon registration of this certificate, pursuant to section
54 of the Partnership Act 1908, and, subject to the provisions in the deed of special partnership relating to earlier dissolution or renewal, shall terminate upon the expiry of seven years from the date of registration of this certificate.
Schedule
General Partner
Name and Address Capital Contribution
Koch Investments AG, Baarerstrasse 8, 6301 Zurich, Switzerland $Nil
Execution Signed by Duly Appointed Attorney:
ROBERT IAN FALVEY, Solicitor, Auckland, for and on behalf of Koch Investments AG.
Note: In signing this certificate I, Robert Ian Falvey, certify that:
(a) by deed dated the 11th day of August 2005, Koch Investments AG appointed me as its attorney; and
(b) at the date of this certificate I have not received
any notice or information of the revocation of the appointment by the commencement of the liquidation of Koch Investments AG or otherwise.
Acknowledged Before Me:
C. N. HARDY, Trustee, Auckland, J.P. (Justice of the Peace for New Zealand).
Special Partner
Name and Address Capital Contribution
Koch Worldwide Investments (Luxembourg) S.- r.l., 231 Val des Bons Malades, L-2121, Luxembourg-Kirchberg, Luxembourg $500
Execution Signed by Duly Appointed Attorney:
ROBERT IAN FALVEY, Solicitor, Auckland, for and
on behalf of Koch Worldwide Investments (Luxembourg) S.- r.l.
Note: In signing this certificate I, Robert Ian Falvey, certify that:
(a) by deed dated the 11th day of August 2005,
Koch Worldwide Investments (Luxembourg) S.- r.l. appointed me as its attorney; and
(b) at the date of this certificate I have not received
any notice or information of the revocation of
the appointment by the commencement of the liquidation of Koch Worldwide Investments (Luxembourg) S.- r.l. or otherwise.
Acknowledged Before Me:
C. N. HARDY, Trustee, Auckland, J.P. (Justice of the Peace for New Zealand).
Special Partner
Name and Address Capital Contribution
KIG (Bermuda) L.P., care of Attride-Stirling & Woloneicki, Crawford House, 50 Cedar Avenue, Hamilton HM11, Bermuda $500
Execution Signed by Duly Appointed Attorney:
ROBERT IAN FALVEY, Solicitor, Auckland, for and
on behalf of KIG (Bermuda) L.P., through its general partner, Pilar Investments, L.P., by its general partner Preferred Returns G/P, LLC, by its duly appointed attorney.
Note: In signing this certificate I, Robert Ian Falvey, certify that:
(a) by deed dated the 11th day of August 2005, KIG (Bermuda) L.P. through its general partner, Pilar Investments, L.P., by its general partner Preferred Returns G/P, LLC, appointed me as its attorney; and
(b) at the date of this certificate I have not received
any notice or information of the revocation of the appointment by the commencement of the liquidation of KIG (Bermuda) L.P.
Acknowledged Before Me:
C. N. HARDY, Trustee, Auckland, J.P. (Justice of the Peace for New Zealand).