SELLER CREDIT AGREEMENT dated as of February 21, 2008 among PETERSEN ENERGÍA, S.A., as Borrower REPSOL YPF, S.A. as the Seller and THE BANK OF NEW YORK as Collateral AgentSeller Credit Agreement • February 29th, 2008 • Petersen Energia, S.A. • Petroleum refining • New York
SELLER CREDIT AGREEMENT dated as of February 21, 2008, among PETERSEN ENERGÍA, S.A., a special purpose company incorporated under the law of the Kingdom of Spain with Spanish Tax Number A-85.174.621 (the “Borrower”), REPSOL YPF, S.A. (the “Seller”), and THE BANK OF NEW YORK, as Collateral Agent.
Registration Rights AgreementRegistration Rights Agreement • February 29th, 2008 • Petersen Energia, S.A. • Petroleum refining
REGISTRATION RIGHTS AGREEMENT, dated as of February 21, 2008, among YPF Sociedad Anónima, an Argentine company (the “Company”), Repsol YPF, S.A., a Spanish company (the “Seller”), Petersen Energía, S.A., a Spanish special purpose company (the “Borrower”), Enrique Eskenazi, Sebastián Eskenazi, Matías Eskenazi Storey and Ezequiel Eskenazi Storey (collectively, “Petersen” and, together with Borrower, the “Option Parties”), the Option Collateral Agent (as defined below), the Option Administrative Agent (as defined below) and the Holders (as defined below).
AGREEMENT By and among Repsol YPF, S.A. And PETERSEN ENERGÍA Pty Ltd MR. ENRIQUE ESKENAZI MR. SEBASTIÁN ESKENAZI MR. MATÍAS ESKENAZI STOREY MR. EZEQUIEL ESKENAZI STOREY February 21, 2008Agreement • February 29th, 2008 • Petersen Energia, S.A. • Petroleum refining
Herein represented by Mr. Antonio Brufau Niubó, of age of majority, married, a Spanish national, with professional domicile in Madrid, Paseo de la Castellana 278, and in virtue of Spanish National Identification Document number 40.824.513-L, current, in virtue of a power of attorney granted on October 29, 2004, before the Notary of Madrid Carlos Rives Gracia, with number 2,889 of his protocol.
FIRST SHARE PURCHASE AND SALE OPTION AGREEMENT by and between Grupo Repsol YPF, S.A. and Mr. ENRIQUE ESKENAZI Mr. SEBASTIÁN ESKENAZI Mr. MATÍAS ESKENAZI STOREY Mr. EZEQUIEL ESKENAZI STOREY February 21, 2008First Share Purchase and Sale Option Agreement • February 29th, 2008 • Petersen Energia, S.A. • Petroleum refining
INTERCREDITOR AGREEMENT BETWEEN REPSOL YPF, S.A. as the Seller and CREDIT SUISSE INTERNATIONAL GOLDMAN SACHS INTERNATIONAL BANK BNP PARIBAS BANCO ITAÚ EUROPA, S.A. SUCURSAL FINANCEIRA EXTERIOR (together with their assignees or successors) as the...Intercreditor Agreement • February 29th, 2008 • Petersen Energia, S.A. • Petroleum refining
THIS INTERCREDITOR AGREEMENT (the Agreement) is executed by Deed before me, the Notary Public of Madrid. Mr. Martín María Recarte on this 21 February 2008 by and between
SHAREHOLDERS’ AGREEMENT between REPSOL YPF, S.A. REPSOL EXPLORACIÓN, S.A. CAVEANT, S.A. REPSOL YPF CAPITAL S.L. and PETERSEN ENERGÍA, S.A. February 21, 2008Shareholders’ Agreement • February 29th, 2008 • Petersen Energia, S.A. • Petroleum refining
SECOND SHARE PURCHASE AND SALE OPTION AGREEMENT By and between Grupo Repsol and Mr. ENRIQUE ESKENAZI Mr. SEBASTIÁN ESKENAZI Mr. MATÍAS ESKENAZI STOREY Mr. EZEQUIEL ESKENAZI STOREY February 21, 2008Second Share Purchase and Sale Option Agreement • February 29th, 2008 • Petersen Energia, S.A. • Petroleum refining
CREDIT AGREEMENT dated as of February 21, 2008 among PETERSEN ENERGÍA, S.A., as Borrower The LENDERS Party Hereto CREDIT SUISSE, LONDON BRANCH, as Administrative Agent and HSBC BANK PLC, as Collateral Agent CREDIT SUISSE INTERNATIONAL, as Global...Credit Agreement • February 29th, 2008 • Petersen Energia, S.A. • Petroleum refining • New York
CREDIT AGREEMENT dated as of February 21, 2008, among PETERSEN ENERGÍA, S.A., a special purpose company incorporated under the law of the Kingdom of Spain with Spanish Tax Number A-85.174.621 (the “Borrower”), the LENDERS (as defined below), CREDIT SUISSE, LONDON BRANCH, as Administrative Agent, and HSBC BANK PLC, as Collateral Agent.
DIRECT AGREEMENTDirect Agreement • February 29th, 2008 • Petersen Energia, S.A. • Petroleum refining • Madrid
Repsol YPF, S.A. as the Seller and Credit Suisse International Goldman Sachs International Bank BNP Paribas Banco ItaÚ Europa, S.A. Sucursal Financeira Exterior (together with their assignees or successors) as the Lenders and Petersen EnergÍa, S.A. (sociedad unipersonal) / (sole shareholder company) as the Borrower and Credit Suisse, London Branch as Administrative Agent and HSBC Bank plc as Collateral Agent
STOCK PURCHASE AND SALE AGREEMENT REPSOL YPF, S.A. REPSOL EXPLORACIÓN, S.A. CAVEANT, S.A. REPSOL YPF CAPITAL S.L. PETERSEN ENERGÍA, S.A. February 21, 2008Stock Purchase and Sale Agreement • February 29th, 2008 • Petersen Energia, S.A. • Petroleum refining
Autonomous City of Buenos Aires, May 20, 2008Petersen Energia, S.A. • May 22nd, 2008 • Petroleum refining
LOAN AGREEMENTLoan Agreement • February 29th, 2008 • Petersen Energia, S.A. • Petroleum refining
This is a convenience translation into English of a Spanish-language original document. This translation is without legal effect and, in the event of any discrepancy with the Spanish-language original document, the Spanish-language original shall prevail.
YPF Sociedad Anónima Av. R.S. Peña 777 Ciudad de Buenos Aires, Agentina, C1035AACPetersen Energia, S.A. • February 29th, 2008 • Petroleum refining • New York
Reference is made to that certain Registration Rights Agreement, dated as of February 21, 2008, among YPF Sociedad Anónima, an Argentine company (“YPF”), Repsol YPF, S.A., a Spanish company (“Repsol”), Petersen Energía S.A., a Spanish special purpose company, and certain other parties named therein (the “Agreement”). Capitalized terms used herein but not otherwise defined have the respective meanings assigned to them in the Agreement.
AMENDED JOINT FILING AGREEMENTAmended Joint Filing Agreement • May 22nd, 2008 • Petersen Energia, S.A. • Petroleum refining
THIS AMENDED JOINT FILING AGREEMENT (this “Agreement”) is made and entered into as of this 21st day of May 2008, by and among Enrique Eskenazi, Sebastián Eskenazi, Matías Eskenazi Storey, Ezequiel Eskenazi Storey, Petersen Energía S.A., Petersen Energía PTY LTD, Petersen Energía Inversora, S.A., and Petersen Energía Inversora Holding GmbH.
JOINT FILING AGREEMENTJoint Filing Agreement • February 29th, 2008 • Petersen Energia, S.A. • Petroleum refining
THIS JOINT FILING AGREEMENT (this “Agreement”) is made and entered into as of this 28th day of February 2008, by and among Enrique Eskenazi, Sebastián Eskenazi, Matías Eskenazi Storey, Ezequiel Eskenazi Storey, Petersen Energía S.A. and Petersen Energía PTY LTD.
Registration Rights AgreementRegistration Rights Agreement • February 29th, 2008 • Petersen Energia, S.A. • Petroleum refining
REGISTRATION RIGHTS AGREEMENT, dated as of February 21, 2008, among YPF Sociedad Anónima, an Argentine company (the “Company”), Repsol YPF, S.A., a Spanish company (the “Seller”), Petersen Energía, S.A., a Spanish special purpose company (the “Borrower”), HSBC Bank plc, as collateral agent (the “Collateral Agent”) under the Collateral Documents (as defined below), Credit Suisse, London Branch, and its assigns, as administrative agent (the “Administrative Agent”) under the Loan Facility (as defined below) and the Holders (as defined below).
Loan Agreement dated February 15, 2008 between Petersen Energia Pty Ltd. CAN 128 147 419 Level 23 Rialto Towers 525 Collins Street Melbourne – Australia (the “BORROWER”) and Chervil Capital Invest Ltd. St. Peterstrasse 11 Switzerland (the “LENDER”)Loan Agreement • February 29th, 2008 • Petersen Energia, S.A. • Petroleum refining
THIS LOAN AGREEMENT dated February 15, 2008 (the “AGREEMENT”) made by and between the LENDER and the BORROWER, sets out the terms and conditions of a term loan facility (the “LOAN”) as follows:
ASSIGNMENT OF DIVIDEND RIGHTS AGREEMENT BY AND AMONG REPSOL YPF, S.A. PETERSEN ENERGÍA, SA AND YPF S.A. entered into on February 21, 2008Assignment of Dividend Rights Agreement • February 29th, 2008 • Petersen Energia, S.A. • Petroleum refining
