Standard Contracts
and OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES Amended and Restated Deposit Agreement Dated as of __________________, 2009 AMENDED AND RESTATED DEPOSIT AGREEMENTDeposit Agreement • August 5th, 2009 • Pampa Energy Inc. • Electric services • New York
AMENDED AND RESTATED DEPOSIT AGREEMENT dated as of _______________, 2009 among PAMPA ENERGÍA S.A. (formerly known as Pampa Holding S.A.), incorporated under the laws of the Republic of Argentina (herein called the Company), THE BANK OF NEW YORK MELLON (formerly known as The Bank of New York), a New York banking corporation (herein called the Depositary), and all Owners and Beneficial Owners from time to time of American Depositary Shares issued hereunder.
RESTATED AGREEMENT FOR ISSUE OF WARRANTS ON COMMON SHARES OF PAMPA ENERGÍA S.A. issued by Pampa Energía S.A. to Damián Miguel Mindlin April 16, 2009Restated Agreement for Issue of Warrants on Common Shares • August 3rd, 2009 • Pampa Energy Inc.
This Restated Agreement (as defined below) is entered into between PAMPA ENERGIA S.A., a corporation regularly organized and existing under the laws of the Republic of Argentina (the “Company”), authorized to offer its shares to the public in accordance with the provisions of law 17,811, as amended and supplemented, including decree 677/2001 (the “Public Offering Law”), represented hereat by Diego Martín Salaverri, as resolved by the Ordinary and Extraordinary Shareholders Meeting held on April 8, 2009; and Damian Miguel Mindlin (the “Manager”), subject to the terms and conditions described below (the “Restated Agreement”):
THE BANK OF NEW YORK MELLONDeposit Agreement • August 5th, 2009 • Pampa Energy Inc. • Electric services
Re: Amended and Restated Deposit Agreement dated as of _______, 2009 (the "Deposit Agreement") among Pampa Energía S.A. (the “Company”), The Bank of New York Mellon, as Depositary, and the Owners and Beneficial Owners of American Depositary Shares issued thereunder
Each of the Joint Lead Arrangers, Joint Bookrunners, Mandated Lead Arrangers and the Arranger (each, as defined in Annex A hereto), the Lenders party hereto, the Administrative Agent (as defined in Annex A hereto), the Collateral Agent (as defined in...Bridge Facility Senior Secured Bridge Loan Agreement • December 15th, 2016 • Pampa Energy Inc. • Electric services • New York
WHEREAS, the Borrower has requested that the Lenders provide a term loan facility to the Borrower in order to finance the consummation of, and the payment of fees, costs and expenses incurred in connection with (i) the Acquisition and (ii) the Tender Offer, and the Lenders have indicated their willingness to make such facility available on the terms and subject to the conditions set forth herein.
BOLSAS Y MERCADOS ARGENTINOS S.A. COMISIÓN NACIONALDE VALORESSettlement Agreement • March 20th, 2018 • Pampa Energy Inc. • Electric services
OPPORTUNITIES ASSIGNMENT AGREEMENTOpportunities Assignment Agreement • August 3rd, 2009 • Pampa Energy Inc.
This OPPORTUNITIES ASSIGNMENT AGREEMENT (the “Agreement”) is entered into on September 27, 2006, between PAMPA HOLDING S.A., a corporation regularly organized and existing under the laws of the Republic of Argentina (the “Company”), represented hereat by Marcos Marcelo Mindlin, as resolved upon by the Shareholders’ Meeting dated June 16, 2006 (the “Shareholders’ Meeting”), for the first part; and Marcos Marcelo Mindlin, Damián Miguel Mindlin, Gustavo Mariani and Ricardo Alejandro Torres (each of them a “Manager” and all of them the “Managers” and together with the Company, the “Parties” and each of them, a “Party”), for the second part;
JOINT FILING AGREEMENTJoint Filing Agreement • November 22nd, 2010 • Pampa Energy Inc. • Electric services
In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, each of Pampa Energia S.A. and Pampa Inversiones S.A. agrees to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Class B common shares, par value Ps. 1.00 per share, of Empresa Distribuidora y Comercializadora Norte S.A. (Edenor S.A.) and further agrees that this Joint Filing Agreement shall be included as an Exhibit to such filing. This Joint Filing Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.
Each of the Lenders party hereto, the Administrative Agent (as defined in Annex A hereto), the Collateral Agent (as defined in Annex A hereto), the Argentine Paying Agent (as defined in Annex A hereto) and the Argentine Collateral Agent (as defined in...Bridge Facility Senior Secured Bridge Loan Agreement • December 15th, 2016 • Pampa Energy Inc. • Electric services • New York
This Offer PESA N°22/2016 shall be deemed accepted upon receipt by us not later than 11:59 p.m., New York City time, on the Expiration Date (as defined below), of a written notice from you in the form of Annex B hereto.
Messrs. PAMPA ENERGIA S.A.Loan Agreement • August 5th, 2016 • Pampa Energy Inc. • Electric services • New York
Emes Energia Argentina LLC, a limited liability company organized under the laws of the state of Delaware (the “Lender”); as a result of previous negotiations, hereby irrevocably offers to PAMPA ENERGIA S.A., a corporation (sociedad anónima) organized under the laws of Argentina, with its registered offices at Ortiz de Ocampo 3302, Edificio 4, C1425DSR, Buenos Aires, Argentina (the “Borrower”, and together with Lender, the “Parties”), to enter into a Loan Agreement which, if this Offer is accepted, would be governed by the terms and conditions set forth in Annex I hereto (the “Offer”).
UNDERWRITING AGREEMENTUnderwriting Agreement • December 1st, 2015 • Pampa Energy Inc. • Electric services • New York
Pampa Energía S.A., a corporation (sociedad anónima) (the “Company”) organized under the laws of the Republic of Argentina (“Argentina”); Mindlin Warrants S.A., a corporation (sociedad anónima) organized under the laws of the Republic of Uruguay (“Uruguay”), wholly-owned by Marcos Marcelo Mindlin; DM Warrants S.A., a corporation (sociedad anónima) organized under the laws of the Republic of Uruguay, wholly-owned by Damián Mindlin; GMA Warrants S.A., a corporation (sociedad anónima) organized under the laws of the Republic of Uruguay, wholly-owned by Gustavo Mariani; and RT Warrants S.A. a corporation (sociedad anónima) organized under the laws of the Republic of Uruguay, wholly-owned by Ricardo Torres (Marcos Marcelo Mindlin, Damián Mindlin, Gustavo Mariani and Ricardo Torres, together, the “Guarantors,” and Mindlin Warrants S.A., DM Warrants S.A., GMA Warrants S.A. and RT Warrants S.A., together, the “Warrant Holders”), confirm their respective agreements with Merrill Lynch, Pierce, F
Messrs. PAMPA ENERGIA S.A.Loan Agreement • August 5th, 2016 • Pampa Energy Inc. • Electric services • New York
Grupo Mtres S.A., a corporation (sociedad anónima) organized under the laws of Uruguay (the “Lender”); as a result of previous negotiations, hereby irrevocably offers to PAMPA ENERGIA S.A., a corporation (sociedad anónima) organized under the laws of Argentina, with its registered offices at Ortiz de Ocampo 3302, Edificio 4, C1425DSR, Buenos Aires, Argentina (the “Borrower”, and together with Lender, the “Parties”), to enter into a Loan Agreement which, if this Offer is accepted, would be governed by the terms and conditions set forth in Annex I hereto (the “Offer”).
JOINT FILING AGREEMENTJoint Filing Agreement • January 21st, 2014 • Pampa Energy Inc. • Electric services
In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, each of Pampa Inversiones S.A. and Pampa Energía S.A. agrees to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Class B common shares, par value Ps. 1.00 per share (the “Class B Shares”) and American Depositary Shares, each representing 5 Class B Shares, of Transportadora de Gas del Sur S.A. and further agrees that this Joint Filing Agreement shall be included as an Exhibit to such filing. This Joint Filing Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.
STOCK SUBSCRIPTION AGREEMENTStock Subscription Agreement • August 3rd, 2009 • Pampa Energy Inc. • New York
This Stock Subscription Agreement (the "Agreement") dated as of July 31, 2007 is made by and among Marcos Marcelo Mindlin, Gustavo Mariani, Damián Miguel Mindlin, each of whom is domiciled in the Republic of Argentina (collectively, the “EASA Individual Shareholders”), Latin American Energy LLC, a limited liability company established under the laws of Delaware (“LAE”), New Equity Ventures LLC, a limited liability company established under the laws of Delaware (“NEV” and together with LAE, the “EASA Institutional Shareholders”), and Deutsche Bank AG, acting through its London Branch, a German corporation acting through its United Kingdom registered branch (“DB”, and together with the EASA Individual Shareholders and the EASA Institutional Shareholders, the “Subscribing Holders”), on the one hand, and Pampa Holding S.A., a corporation (“sociedad anónima”) incorporated under the laws of the Republic of Argentina and listed on the Buenos Aires and Luxembourg stock exchanges (“Pampa” and,
SALAVERRI•DELLATORRE•BURGIO & WETZLER MALBRÁNLegal Advisory Agreement • October 7th, 2016 • Pampa Energy Inc. • Electric services
We have acted as Argentine legal advisers of Pampa Energía S.A. (the “Company”), a sociedad anónima organized under the laws of the Republic of Argentina (“Argentina”), in connection with the offers by the Company (a) to exchange (i) outstanding Class B Shares (“PESA Shares”) of Petrobras Argentina S.A. held by U.S. Persons and (ii) outstanding American depositary shares, each representing ten PESA Shares, for the Offer Share Consideration and (b) to purchase any and all outstanding PESA Shares held by U.S. Persons for the Offer Cash Consideration, pursuant to the Company’s amended registration statement on Form F-4/A (No. 333-213038), filed with the Securities and Exchange Commission on October 6, 2016 (as amended, the “Registration Statement”).
Ref.: Relevant Fact – Exclusivity agreement for the sale of the stake of the Company in Transportadora de Gas del SurS.A.Exclusivity Agreement • April 25th, 2016 • Pampa Energy Inc. • Electric services
US$140,000,000 CREDIT AGREEMENT among PAMPA ENERGÍA S.A. as Borrower,Credit Agreement • August 5th, 2016 • Pampa Energy Inc. • Electric services
This Credit Agreement, dated as of May 13, 2016, among Pampa Energía S.A., a company organized and existing as a corporation (sociedad anónima) under the Laws of the Republic of Argentina (the “Borrower”) and YPF S.A., a company organized and existing as a corporation (sociedad anónima) under the Laws of the Republic of Argentina (the “Lender”).
