June 13, 2012
June 13, 2012
VIA EMAIL, FACSIMILE AND FIRST CLASS MAIL
Xxxxxxxx Energía. S.A.,
as Borrower
x/x Xxxxx Xxxxxxxx
Xxxxxxx000
Xxxx 0
(X0000XXX) Xxxxxx Xxxxx
Xxxxxxxxx
Facsimile: x00-00-00-000-0000
Attention: Mauro Dacomo
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Re:
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Credit Agreement dated as of February 21, 2008 (as modified and supplemented and in effect on the date hereof, the “Credit Agreement”) among Xxxxxxxx Energía, S.A., as borrower (the “Borrower”), the lenders from time to time party thereto as Lenders, Credit Suisse AG, London Branch (as successor to Credit Suisse, London Branch, “Credit Suisse”), as administrative agent (the “Administrative Agent”; “us” and “we”) and HSBC Bank plc, as collateral agent (the “Collateral Agent”).
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Ladies and Gentlemen:
Reference is made to (i) the Credit Agreement, (ii) the Security Agreement referred to in the Credit Agreement and (iii) the letter dated May 15, 2012 and delivered on May 17, 2012 from the Administrative Agent to the Borrower (and copied to the Collateral Agent) that, among other things, accelerates the Loans. Capitalized terms used but not defined herein shall have the respective meanings assigned to such terms in the Security Agreement.
We hereby inform the Borrower that pursuant to a letter dated June 8, 2012 and delivered on June 8, 2012 from the Administrative Agent to the Collateral Agent (the “Direction Letter”), the Collateral Agent was notified of the request of the Lenders to, among other things, use its powers under Section 4.05(a)(iii) of the Security Agreement to transfer an amount of Pledged Shares (the “Transferred Pledged Shares”) to each of the Lenders as was sufficient to fully pay the Secured Obligations owing to each such Lender.
Following the transfer to each of the Lenders on June 11, 2012 of the Transferred Pledged Shares constituting 100% of the Pledged Shares, a portion of the Secured Obligations was unconditionally and irrevocably paid and discharged in full. Immediately following such payment and discharge, the remaining aggregate amount of outstanding principal of and accrued interest on the Loans due and payable by the Borrower pursuant to the Credit Agreement was $16, 430,295.00. Interest on such amount will continue to accrue pursuant to Section 2.06 of the Credit Agreement.
This letter shall be construed in accordance with and governed by the law of the State of New York.
CC:
HSBC Bank plc
Milbank, Tweed, Xxxxxx & XxXxxx LLP
Bruchou, Xxxxxxxxx, Xxxxxx & Xxxxxxxx
Xxxxx & Xxxxx LLP
Xxxxxx Xxxxxx LLP
Errecondo, Salaverri, Dellatorre, Xxxxxxxx & Xxxxxx
Lenders
CREDIT SUISSE AG, LONDON BRANCH
as Administrative Agent and Intercreditor Agent
By: /s/ Xxxxx Xxxxxxxx
__________________________________
Name: Xxxxx Xxxxxxxx
Title: Vice President
By: /s/ Xxxxx Xxxxxx
__________________________________
__________________________________
Name: Xxxxx Xxxxxx
Title: Vice President
June 13, 2012
VIA EMAIL, FACSIMILE AND FIRST CLASS MAIL
Xxxxxxx Xxxxx and Mauro Dacomo
Xxxxxxxx Energía Inversora, S.A.U.,
as Borrower
x/x Xxxxxxxxx 0
Xxxxxx, Xxxxx
Facsimile: 011-54-11-5-555-0162
Xxxxxxx@xxxxxxxxxxxxxxx.xxx.xx
Xxxxxx@xxxxxxxxxxxxxxx.xxx.xx
with a copy to:
Xxxxxxx Xxxxx and Mauro Dacomo
Xxxxxxxx Energía Inversora, S.A.U.
Cerrito 000, 0xx Xxxxx
X0000XXX
Xxxx xx Xxxxxx Xxxxx
Xxxxxxxxx
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Re:
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Credit Agreement dated as of May 4, 2011 (as modified and supplemented and in effect on the date hereof, the “Credit Agreement”) among Xxxxxxxx Energía Inversora, S.A.U., as borrower (the “Borrower”), the lenders from time to time party thereto as Lenders, Credit Suisse AG, London Branch (“Credit Suisse”), as administrative agent (the “Administrative Agent”; “us” and “we”) and The Bank of New York Mellon, as collateral agent (the “Collateral Agent”).
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Ladies and Gentlemen:
Reference is made to (i) the Credit Agreement, (ii) the security agreement dated as of May 19, 2011, (“Security Agreement”) among the Borrower and the Collateral Agent and (iii) the letter dated May 16, 2012 and delivered on May 17, 2012 from the Administrative Agent to the Borrower (and copies to the Collateral Agent) that, among other things, accelerates the Loans. Capitalized terms used by not defined herein shall have the respective meanings assigned to such terms in the Security Agreement.
We hereby inform the Borrower that pursuant to a letter dated June 11, 2012 and delivered on June 11, 2012 from the Administrative Agent to the Collateral Agent (the “Direction Letter”), the Collateral Agent was notified of the request of the Lenders to, among other things, use its powers under Section 4.05(a)(iii) of the Security Agreement to transfer an amount of Pledged Shares (the “Transferred Pledged Shares”) to each of the Lenders as was sufficient to fully pay the Secured Obligations owing to each such Lender.
Following the transfer to the Lenders on June 11, 2012 of Transferred Pledged Shares constituting 100% of the Pledged Shares, a portion of the Secured Obligations was unconditionally and irrevocably paid and discharged in full. Immediately following such payment and discharge, the remaining aggregate amount of outstanding principal of an accrued interest on the Loans due and payable by the Borrower pursuant to the Credit Agreement was $286,921,345.96. Interest on such amount will continue to accrue pursuant to Section 2.06 of the Credit Agreement.
This letter shall be construed in accordance with and governed by the law of the State of New York.
CC:
Milbank, Tweed, Xxxxxx & XxXxxx LLP
Bruchou, Xxxxxxxxx, Xxxxxx & Xxxxxxxx
Xxxxx & Xxxxx LLP
Lenders
CREDIT SUISSE AG, LONDON BRANCH
as Administrative Agent and Intercreditor Agent
By: /s/ Xxxxx Xxxxxxxx
___________________________________________
Name: Xxxxx Xxxxxxxx
Title: Vice President
By: /s/ Xxxxx Xxxxxx
___________________________________________
Name: Xxxxx Xxxxxx
Title: Vice President
