DELAWARE PAGE 1
THE FIRST STATE
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE,
DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON
FILE OF "ORMESA LLC" AS RECEIVED AND FILED IN THIS OFFICE.
THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:
CERTIFICATE OF FORMATION, FILED THE THIRTIETH DAY OF DECEMBER, A.D.
1998, AT 1 O'CLOCK P.M.
CERTIFICATE OF AMENDMENT, CHANGING ITS NAME FROM "EAST MESA GEOTHERMAL
LLC" TO "ORMESA LLC", FILED THE FIRST DAY OF MAY, A.D. 2002, AT 9 O'CLOCK A.M.
CERTIFICATE OF AMENDMENT, FILED THE THIRTY-FIRST DAY OF MAY, A.D. 2002,
AT 9 O'CLOCK A.M.
CERTIFICATE OF MERGER, FILED THE SIXTEENTH DAY OF DECEMBER, A.D. 2002,
AT 2:15 O'CLOCK P.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE
ONLY CERTIFICATES ON RECORD OF THE AFORESAID LIMITED LIABILITY COMPANY.
NOTARY /s/ Harriet Smith Windsor,
SEAL ----------------------------
Harriet Smith Windsor,
Secretary of State
2986688 8100H AUTHENTICATION: 2851467
040007048 DATE: 01-06-04
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 01:00 PM 12/30/1998
981509063 - 2986688
CERTIFICATE OF FORMATION
OF
EAST MESA GEOTHERMAL LLC
The undersigned, an authorized natural person, for the purpose of
forming a limited liability company under the provisions and subject to the
requirements of the laws of the State of Delaware (particularly Chapter 18,
Title 6 of the Delaware Code and the acts amendatory thereof and supplemental
thereto, and known, identified and referred to as the "Delaware Limited
Liability Company Act"), hereby ratifies that:
FIRST: The name of the limited liability company (hereinafter called
the "limited liability company") is:
EAST MESA GEOTHERMAL LLC
SECOND: The address of the registered office and the name and the
address of the registered agent of the limited liability company required to be
maintained by Section 18-104 of the Delaware Limited Liability Company Act are:
The Corporation Trust Company
1209 Orange Street
Wilmington, New Castle County, Delaware 19801
Executed On December 30, 1998
/s/ Mike F. Egan
------------------------
Name: Mike F. Egan
CERTIFICATE OF AMENDMENT TO
CERTIFICATE OF FORMATION OF
EAST MESA GEOTHERMAL LLC
East Mesa Geothermal LLC, a limited liability company organized under
the Delaware Limited Liability Company Act (the "Act"), for the purpose of
amending its Certificate of Formation (the "Certificate of Formation") pursuant
to Section 18-202 of the Act, hereby certifies that Paragraph FIRST of the
Certificate of Formation is amended to read in its entirety as follows:
"FIRST: The name of the limited liability company (hereinafter called
the "limited liability company") is:
Ormesa LLC."
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 05/01/2002
020308148 - 2986688
IN WITNESS WHEREOF, this Certificate of Amendment has been duly
executed by an authorized person as of the 25 day of April, 2002.
EAST MESA GEOTHERMAL LLC
By: ORMAT FUNDING CORP.,
a Delaware corporation, the Sole
Member of East Mesa Geothermal LLC
By: /s/ Connie Stechman
---------------------------
Name: Connie Stechman
Title: Director, Chief Financial
Officer, and Assistant
Secretary
CERTIFICATE OF AMENDMENT
TO THE CERTIFICATE OF FORMATION
OF
ORMESA LLC
FIRST: The name of the Limited Liability Company is Ormesa LLC.
SECOND: The Certificate of Formation of the Limited Liability Company is
hereby amended as follows:
The name of the registered agent of the Limited Liability
Company in the State of Delaware is HIQ Corporate Services,
Inc. The address of the registered agent in the State of
Delaware is 15 East North Street, in the city of Dover, county
of Kent, Delaware, 19901.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Amendment of Ormesa LLC this 21st day of May, 2002.
ORMAT FUNDING CORP.
--------------------
its Sole Member
By: s\ Connie Stechman
------------------------
Connie Stechman, Assistant
Secretary
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 05/31/2002
020366634 - 2986688
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 02:15 PM 12/16/2002
020772043 - 2986688
CERTIFICATE OF MERGER
MERGING
GEM RESOURCES, LLC (A DELAWARE LIMITED LIABILITY COMPANY),
ORMESA GEOTHERMAL (A CALIFORNIA GENERAL PARTNERSHIP),
ORMESA GEOTHERMAL II (A CALIFORNIA GENERAL PARTNERSHIP), AND
ORRESOURCE (A CALIFORNIA GENERAL PARTNERSHIP)
INTO
ORMESA LLC (A DELAWARE LIMITED LIABILITY COMPANY)
The undersigned, being an authorized person, does hereby certify for
and on behalf of Ormesa LLC, a Delaware limited liability company, that:
FIRST: The name and jurisdiction of formation of each of the
constituent entities in the merger are as follows:
NAME JURISDICTION OF FORMATION
---- -------------------------
GEM Resources, LLC Delaware
Ormesa Geothermal California
Ormesa Geothermal II California
OrResource California
Ormesa LLC Delaware
SECOND: An Agreement and Plan of Merger between the parties to the
merger has been approved, adopted, certified, executed and/or acknowledged by
each of the constituent entities in accordance with the requirements of Section
16911 of the Uniform Partnership Act of 1994, Cal. Corp. Code Sections 16100 et
seq., and Section 18-209 of the Delaware Limited Liability Company Act, 6 Del.
C. Sections 18-101 et seq.
THIRD: The name of the surviving limited liability company is Ormesa
LLC.
FOURTH: The merger shall be effective upon the filing of this
Certificate of Merger in the Office of the Secretary of State of the State of
Delaware.
FIFTH: The executed Agreement and Plan of Merger is on file at the
principal place of business of the surviving limited liability company. The
address of the principal place of
business of the surviving limited liability company is: Ormesa LLC, 980 Greg
Street, Sparks, Nevada, 89431
SIXTH: A copy of the Agreement and Plan of Merger will be furnished by
the surviving limited liability company, on request and without cost, to any
member of the constituent limited liability companies and any partner of the
constituent general partnerships.
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate
of Merger on behalf of Ormesa LLC as of December 16, 2002.
/s/ Connie Stechman
---------------------------
An Authorized Person
Type or Print Name: Connie Stechman
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