PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • November 18th, 2008 • Petersen Energia Inversora, S.A. • Petroleum refining • New York
PLEDGE AND SECURITY AGREEMENT (as the same may be amended, modified or supplemented from time to time hereto, this “Agreement”) dated as of November 12, 2008 between PETERSEN ENERGÍA INVERSORA, S.A.U., a sociedad anónima duly organized and validly existing under the laws of the Kingdom of Spain (“Spain”)(the “Borrower” or “Pledgor”), REPSOL YPF, S.A., a sociedad anónima duly organized and validly existing under the laws of the Kingdom of Spain (the “Guarantor”), and THE BANK OF NEW YORK MELLON, as collateral agent for the Guarantor (in such capacity, together with its successors in such capacity, the “Collateral Agent”).
STOCK PURCHASE AND SALE AGREEMENT REPRESENTING 0.1% OF THE CAPITAL STOCK OF YPF S.A. by and among REPSOL YPF, S.A. REPSOL EXPLORACIÓN, S.A. CAVEANT S.A. REPSOL YPF CAPITAL, S.L. PETERSEN ENERGÍA, S.A. and PETERSEN ENERGÍA INVERSORA, S.A. November 12, 2008Stock Purchase and Sale Agreement • November 18th, 2008 • Petersen Energia Inversora, S.A. • Petroleum refining
Herein represented by Mr. Fernando Ramírez Mazarredo, of age of majority, married, a Spanish national, with professional domicile at Madrid, Paseo de la Castellana 278,, and holder of Spanish National Identification Document number 1.485.502-R, current, in virtue of a power of attorney granted on June 20, 2005, before the Notary of Madrid Mr. Jaime Recarte Casanova, under number 2008 of his register.
GUARANTY AGREEMENT between PETERSEN ENERGÍA INVERSORA, S.A.U. as debtor REPSOL YPF, S.A. as Guarantor and BANCO SANTANDER, S.A. as Financing EntityGuaranty Agreement • November 18th, 2008 • Petersen Energia Inversora, S.A. • Petroleum refining
In this respect on May 20, 2008, PEISA notified to the Guarantor and to YPF its intention to exercise the aforementioned call option as well as, in compliance with the provisions of the bylaws of YPF, the consequent making of a tender offer (hereinafter the “Offer”) for all of the capital stock of YPF. The price offered in the Offer is up to USD 49.45 per share (hereinafter the “Price Offered”).
