May 11th, 2012

VIA EMAIL AND FIRST CLASS MAIL

Xxxxx Xxxxxx

Xxxxxxxx Energía, S.A.

c/o Grupo Xxxxxxxx

Cerrito 740, Piso 1

C1010AAP

Buenos Aires,

Argentina

Facsimile: 011-54-11-45-555-0162

XXxxxxx@xxxxxxxxxxxxxxx.xxx.xx

Re:

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”).

Dear Xxx,

Reference is made to the Credit Agreement and the letter delivered to you and dated April 23, 2012 from us, acting as Administrative Agent. This letter is being delivered by us in our capacity as Administrative Agent. Except as otherwise specified herein, capitalized terms used in this letter have the meanings given to them in the Credit Agreement. The Majority Lenders have requested that the Administrative Agent deliver this letter.

We hereby notify you that, pursuant to the terms of the Credit Agreement, an Event of Default (i) under clause (e) of Article VII of the Credit Agreement has occurred and is continuing as a result of the failure of the Borrower to comply with the covenant contained in Section 6.10 of the Credit Agreement (Collateral Coverage Ratio) and the continuation of such failure unremedied for a period of more than five (5) Business Days; (ii) under clause (f) of Article VII of the Credit Agreement has occurred and is continuing as a result of the failure of the Borrower to deliver its annual financial statements required by Section 5.01(a) of the Credit Agreement within 90 days after the end of its fiscal year ending December 31, 2011 which failure has continued beyond the applicable grace period; and (iii) under clause (o) of Article VII of the Credit Agreement has occurred and is continuing as a result of the occurrence of a Change of Control.

Without in any way limiting the foregoing, the Administrative Agent, the Collateral Agent and the Lenders (i) reserve all right as to whether any other Defaults or Events of Default exist under the Credit Agreement and further (ii) do not waive any such Defaults or Events of Default that exist or may in the future exist under the Credit Agreement and (iii) expressly reserve the right to exercise any and all of their respective rights, remedies, powers, privileges and defenses arising as a result of any of the Events of Default detailed herein, and any Defaults or Events of Default that exist, or may exist in the future under the Credit Agreement, and no failure on the part of the Administrative Agent, the Collateral agent and the Lenders to exercise and no delay in exercising, including without limitation the right to take any enforcement actions, and no course of dealing with respect to, any right, remedy, power, privilege or defense under the Credit Agreement, any other Loan Document or any other document related thereto, at law or in equity or otherwise, arising as the result of any Default or Event of Default detailed herein or that may exist now or in the future, or the occurrence thereof, shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, privilege or defense under the Credit Agreement, any other Loan Document or any other document related thereto, at law, in equity or otherwise, preclude any other or further exercise thereof or the exercise of any other right, remedy, power, privilege or defense. The rights, remedies, powers, privileges and defenses provided for by the Credit Agreement, the other Loan Documents and any other document related thereto are cumulative, may be exercised separately, successively or concurrently at the sole discretion of the Administrative Agent, the Collateral Agent and the Lenders, and are not exclusive of any rights, remedies, powers, privileges and defenses provided at law, in equity or otherwise.

You are hereby advised that (i) no previous or future correspondence or discussions among the Borrower and its members, officers, directors, shareholders, employees, agents, affiliates, subsidiaries and assigns (collectively, the “Borrower Parties”), the Lenders, the Administrative Agent, the Collateral Agent or any other person regarding any Default or Event of Default or the obligations owed by any Borrower Party shall constitute a waiver, estoppel, agreement to forbear or limitation of the rights, remedies, powers, privileges and defenses of the Administrative Agent, the Collateral Agent and the Lenders under the Loan Documents, applicable law or otherwise and (ii) neither the delivery of this letter, nor the prior or future collection of any interest, principal or other amount by the Administrative Agent, the Collateral Agent or the Lenders with respect to the Credit Agreement, any other Loan Document or any other document related thereto shall be construed to limit or waive the right of the Administrative Agent, the Collateral Agent and the Lenders to receive any and all other sums which are or may become due or payable under the Credit Agreement, any other Loan Document, any other document related thereto or otherwise, including without limitation costs of collection, costs of enforcement and late payment charges.

Further, no waiver, forbearance or other similar action by Lenders with regard to any Default or Event of Default shall be effective unless the same has been reduced to writing and executed by authorized representatives of the percentage of Lenders required under the applicable provisions of the Credit Agreement and every other entity deemed necessary or desirable by the percentage of Lenders required under the applicable provisions 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

Xxxxxx, X'Xxxxxxx & Xxxxxx

Xxxxx & Xxxxx LLP

Repsol YPF, S.A.

HSBC Bank PLC

CREDIT SUISSE AG, LONDON BRANCH

as Administrative Agent

By: /s/ Xxx Xxxxx

Name: Xxx Xxxxx

Title: Assistant Vice President Operations

By: /s/ Xxxxxxx Xxxxxxx

Name: Xxxxxxx Xxxxxxx

Title: Assistant Vice President Operations

May 11th, 2012

VIA EMAIL AND FIRST CLASS MAIL

Xxxxxxx Xxxxx and Xxxxx Xxxxxx

Xxxxxxxx Energía Xxxxxxxxx, S.A.U.

c/x Xxxxxxxxx 9

Madrid, Spain

Facsimile: 011-54-11-5-555-0162

XXxxxxx@xxxxxxxxxxxxxxx.xxx.xx

XXxxxx@xxxxxxxxxxxxxxx.xxx.xx

with a copy to:

Xxxxxxx Xxxxx and Xxxxx Xxxxxx

Xxxxxxxx Energía Xxxxxxxxx, S.A.U.

Cerrito 000, 0xx Floor

C1010AAP

City of Buenos Aires

Argentina

Re:

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”).

Dear Sirs.

We hereby notify you that, pursuant to the terms of the Credit Agreement, (i) an Event of Default under clause (o) of the Article VII of the Credit Agreement has occurred and is continuing as a result of the occurrence of a Company Change or Control; and (ii) an Event of Default under clause (f) of Article VII of the Credit Agreement has occurred and is continuing as a result of the failure of the Borrower to deliver its annual financial statements required by Section 5.01(a) of the Credit Agreement within 90 days after the end of its fiscal year ending December 31, 2011 which failure has continued beyond the applicable grace period; and (iii) a Default or Event of Default under clause (i) of Article VII of Credit Agreement may have occurred and be continuing as a result of the occurrence on or prior to the date hereof of a Default or Event of Default under the Xxxxxxxx I Senior Credit Facility.

Without in any way limiting the foregoing, the Administrative Agent, the Collateral Agent and the Lenders (i) reserve all rights as to whether any other Defaults or Events of Default exist under the Credit Agreement and further (ii) do not waive any such Defaults or Events of Default that exist or may in the future exist under the Credit Agreement and (iii) expressly reserve the right to exercise any and all of their respective rights, remedies, powers, privileges and defenses arising as a result of any of the Defaults and Events of Default detailed herein, and any others that exist, or may exist in the future under the Credit Agreement, and no failure on the part of the Administrative Agent, the Collateral Agent and the Lenders to exercise and no delay in exercising, including without limitation the right to take any enforcement actions, and no course of dealing with respect to, any right, remedy, power, privilege or defense under the Credit Agreement, any other Loan Document or any other document related thereto, at law or in equity or otherwise, arising as the result of any Default or Event of Default detailed herein or that may exist now or in the future, or the occurrence thereof, shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, privilege or defense under the Credit Agreement, any other Loan Document or any other document related thereto, at law, in equity or otherwise, preclude any other or further exercise thereof or the exercise of any other right, remedy, power, privilege or defense. The rights, remedies, powers, privileges and defenses provided for by the Credit Agreement, the other Loan Documents and any other document related thereto are cumulative, may be exercised separately, successively or concurrently at the sole discretion of the Administrative Agent, the Collateral Agent and the Lenders, and are not exclusive of any rights, remedies, powers, privileges and defenses provided at law, in equity or otherwise.

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

Xxxxxx, X'Xxxxxxx & Xxxxxx

Xxxxx & Xxxxx LLP

Repsol YPF, S.A.

The Bank of New York Mellon, as Collateral Agent

CREDIT SUISSE AG, LONDON BRANCH

as Administrative Agent

By: /s/ Xxx Xxxxx

Name: Xxx Xxxxx

Title: Assistant Vice President Operations

By: /s/ Xxxxxxx Xxxxxxx

Name: Xxxxxxx Xxxxxxx

Title: Assistant Vice President Operations

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May 11th, 2012

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