PUT OPTION AGREEMENT dated as of December 23, 2010 between Repsol YPF, S.A. as Seller and Capital Guardian Emerging Markets Total Opportunities Fund for Tax- Exempt Trusts as PurchaserPut Option Agreement • December 27th, 2010 • Repsol Ypf Sa • Petroleum refining • New York
This Put Option Agreement dated as of December 23, 2010 is between REPSOL YPF, S.A., a corporation organized under the laws of the Kingdom of Spain (the “Seller”), and Capital Guardian Emerging Markets Total Opportunities Fund for Tax-Exempt Trusts (the “Purchaser”).
SELLER CREDIT AGREEMENT dated as of May 19, 2011 among PETERSEN ENERGÍA INVERSORA, S.A.U., as Borrower REPSOL YPF, S.A. as the Seller and THE BANK OF NEW YORK MELLON as Collateral AgentSeller Credit Agreement • May 20th, 2011 • Repsol Ypf Sa • Petroleum refining • New York
Page ARTICLE I DEFINITIONS 1 SECTION 1.01. Defined Terms 1 SECTION 1.02. Terms Generally 15 SECTION 1.03. Accounting Terms; GAAP; Historical Financial Calculations 16 ARTICLE II THE CREDITS 16 SECTION 2.01. The Commitment 16 SECTION 2.02. Disbursement of Loan 17 SECTION 2.03. Repayment of Loan; Evidence of Debt 17 SECTION 2.04. Prepayment of Loan 18 SECTION 2.05. Fees 19 SECTION 2.06. Interest 19 SECTION 2.07. [Reserved] 20 SECTION 2.08. [Reserved] 20 SECTION 2.09. [Reserved] 20 SECTION 2.10. Taxes 20 SECTION 2.11. Payments Generally; Pro Rata Treatment; Sharing of Set offs 20 ARTICLE III REPRESENTATIONS AND WARRANTIES 22 SECTION 3.01. Organization; Powers 22 SECTION 3.02. Authorization; Enforceability 22 SECTION 3.03. Governmental Approvals; No Conflicts 23 SECTION 3.04. No Material Adverse Change 23 SECTION 3.05. Properties 23 SECTION 3.06. Litigation 23 SECTION 3.07. Compliance with Laws 23 SECTION 3.08. Compliance with Agreements; No Default 24 SECTION 3.09. Investment Company Stat
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 27th, 2010 • Repsol Ypf Sa • Petroleum refining
Registration Rights Agreement (this “Agreement”), dated as of December 22, 2010 among Repsol YPF, S.A., a Spanish company (the “Vendor”) and Capital International, Inc. (“Capital International”), acting as representative of the several purchasers named in Exhibit A hereto (each, a “Purchaser” and, collectively, the “Purchasers”).
Registration Rights AgreementRegistration Rights Agreement • February 25th, 2008 • Repsol Ypf Sa • 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).
REPSOL YPF, S.A. (formerly known as REPSOL, S.A.) And THE BANK OF NEW YORK As Depositary And HOLDERS OF AMERICAN DEPOSITARY SHARES DEPOSIT AGREEMENT Dated as of May 15, 1989 As amended and restated as of February 22, 1993 As further amended and...Deposit Agreement • June 26th, 2008 • Repsol Ypf Sa • Petroleum refining • New York
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 25th, 2008 • Repsol Ypf Sa • Petroleum refining
The natural persons herein represented by Mr. Matías Eskenazi Storey, in virtue of a power of attorney granted in Argentina before the Notary of the City of Buenos Aires, Mr. Martín Luís Buasso, on February 11, 2008, duly apostilled.
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 25th, 2008 • Repsol Ypf Sa • 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 25th, 2008 • Repsol Ypf Sa • 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 25th, 2008 • Repsol Ypf Sa • Petroleum refining
PARTIES: PREAMBLE: STIPULATIONS 1. DEFINITIONS 2. RULES OF INTERPRETATION 3. OBJECTIVE OF THE AGREEMENT. NATURE OF THE AGREEMENT. GOVERNING GUIDING PRINCIPLES 3.1 Objective of the Agreement 3.2 Nature of the Agreement 4. MAJORITIES REGIME 4.1 General regime for operation of the Meetings of Shareholders 4.2 General regime for adopting resolutions in the General Meeting of Shareholders 4.3 Special Matters 5. BOARD OF DIRECTORS, MANAGEMENT AND SUPERVISION 5.1 Structure of the management body 5.2 Composition of the Board of Directors 5.3 Designation of positions within the Board of Directors 5.4 Redistribution of positions within the Board of Directors 5.5 Directors 5.5.1 Duration 5.5.2 Designation 5.5.3 Removal 5.5.4 Replacement 5.6 Operation of the Board of Directors 5.6.1 General operating regime 5.6.2 Guests 5.6.3 General regime for adopting decisions of the Board of Directors 5.6.4 Special matters in the Board of Directors 5.7 Actions by the Directors 6. TRANSFER OF STOCK REGIME 6.1 T
STOCK PURCHASE AND SALE AGREEMENT REPRESENTING 10% OF THE CAPITAL STOCK OF YPF S.A. by and among REPSOL YPF, S.A. CAVEANT S.A. REPSOL YPF CAPITAL, S.L. REPSOL EXPLORACIÓN, S.A PETERSEN ENERGÍA INVERSORA, S.A.U and PETERSEN ENERGÍA, S.A.U. May 19, 2011Stock Purchase and Sale Agreement • May 20th, 2011 • Repsol Ypf Sa • Petroleum refining
holder of Spanish National Identification Document number 11.393.516-D, current, in virtue of a power of attorney granted on April 14, 2011, before the Notary of Madrid D. Jaime Recarte Casanova, under number 922 of his register.
SECOND SHARE PURCHASE AND SALE OPTION AGREEMENT 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 25th, 2008 • Repsol Ypf Sa • Petroleum refining
Hereinafter, Vendor, Repsol Exploración, Caveant y Repsol YPF Capital, shall jointly be referred to as the “Grupo Repsol YPF” or the “Grantor.” Likewise, Grupo Repsol YPF and the Purchaser shall jointly be referred to as the “Parties,” and each one of them individually as a “Party.”
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 27th, 2010 • Repsol Ypf Sa • Petroleum refining • New York
Stock Purchase Agreement (this “Agreement”) dated as of December 22, 2010 between Repsol YPF, S.A., a limited liability company (sociedad anónima) duly organized on November 12, 1986, under the laws of the Kingdom of Spain (the “Vendor”), and Eton Park Master Fund, Ltd., a Cayman Islands company (the “Purchaser”). Hereinafter, the Vendor and the Purchaser shall jointly be referred to as the “Parties,” and each one of them individually as a “Party.”
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 25th, 2008 • Repsol Ypf Sa • Petroleum refining
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 28th, 2011 • Repsol Ypf Sa • Petroleum refining • New York
Stock Purchase Agreement (this “Agreement”) dated as of March 11, 2011 between Repsol YPF, S.A., a limited liability company (sociedad anónima) duly organized on November 12, 1986, under the laws of the Kingdom of Spain (the “Vendor”), and Lazard Asset Management LLC, a limited liability company organized under the laws of the State of Delaware (the “Purchaser”), on behalf of its clients identified on Schedule A hereto (each such client, a “Specified Purchaser” and collectively the “Specified Purchasers”). Hereinafter, the Vendor and the Purchaser shall jointly be referred to as the “Parties,” and each one of them individually as a “Party.”
FORM OF INSTRUCTIONS TO DEPOSITARY UPON DEPOSIT OF SHARESDeposit Agreement • June 26th, 2008 • Repsol Ypf Sa • Petroleum refining
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 25th, 2008 • Repsol Ypf Sa • Petroleum refining
DIRECT AGREEMENT 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...Direct Agreement • February 25th, 2008 • Repsol Ypf Sa • Petroleum refining • Madrid
THIS DIRECT 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
REPSOL, S.A. c/ Méndez Álvaro 44 28045 Madrid, SpainRepsol, S.A. • November 9th, 2012 • Petroleum refining
REPSOL, S.A. c/ Méndez Álvaro 44 28045 Madrid, SpainRepsol, S.A. • November 9th, 2012 • Petroleum refining
Purchase AgreementPurchase Agreement • May 7th, 2014 • Repsol, S.A. • Petroleum refining • New York
This Purchase Agreement, dated May 6, 2014 (this “Purchase Agreement”), is entered into by and among Repsol S.A. (“Repsol”), Caveant S.A. (“Caveant,” and together with Repsol, the Sellers”), and Morgan Stanley & Co. LLC (the “Purchaser”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 27th, 2010 • Repsol Ypf Sa • Petroleum refining • New York
Stock Purchase Agreement (this “Agreement”) dated as of December 22, 2010 between Repsol YPF, S.A., a limited liability company (sociedad anónima) duly organized on November 12, 1986, under the laws of the Kingdom of Spain (the “Vendor”), and the several purchasers named in Exhibit A hereto (each, a “Purchaser” and, collectively, the “Purchasers”). Hereinafter, the Vendor and the Purchasers shall jointly be referred to as the “Parties,” and each one of them individually as a “Party.”
YPF Sociedad Anónima Av. R.S. Peña 777 Ciudad de Buenos Aires, Agentina, C1035AACRepsol Ypf Sa • February 25th, 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.
FORM OF INSTRUCTIONS TO DEPOSITARY FOR WITHDRAWAL OF SHARESDeposit Agreement • June 26th, 2008 • Repsol Ypf Sa • Petroleum refining
Unofficial English translation of agreements originally drawn up in Spanish. In case of discrepancy the Spanish language version prevails NOVATION OF THE AGREEMENT OF JANUARY, 2000 BETWEEN REPSOL YPF AND “LA CAIXA”Repsol Ypf Sa • June 20th, 2003 • Petroleum refining
AS PARTY OF THE SECOND PART, ANTONIO BRUFAU NIUBÓ, in the name and on behalf LA CAIXA DE PENSIONS I ESTALVIS DE BARCELONA (“LA CAIXA”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 28th, 2011 • Repsol Ypf Sa • Petroleum refining • New York
Stock Purchase Agreement (this “Agreement”) dated as of March ___, 2011 between Repsol YPF, S.A., a limited liability company (sociedad anónima) duly organized on November 12, 1986, under the laws of the Kingdom of Spain (the “Vendor”), and __________________________, a )________________________ organized under the laws of ______________________ (the “Purchaser”). Hereinafter, the Vendor and the Purchaser shall jointly be referred to as the “Parties,” and each one of them individually as a “Party.”
Unofficial English translation of agreements originally drawn up in Spanish. In case of discrepancy the Spanish language version prevails AGREEMENT OF JANUARY 11, 2000 BETWEEN REPSOL YPF AND “LA CAIXA” ANTECEDENTSRepsol Ypf Sa • June 20th, 2003 • Petroleum refining
Unofficial English translation of agreements originally drawn up in Spanish. In case of discrepancy the Spanish language version prevails SECOND ADDENDUM TO THE REPLACEMENT AGREEMENT BETWEEN REPSOL YPF S.A. AND “LA CAIXA” DATED JANUARY 11, 2000Repsol Ypf Sa • June 20th, 2003 • Petroleum refining
This second addendum is made by and between Antonio Brufau Niubó, in representation and on behalf of Caixa d’Estalvis i Pensions de Barcelona, hereinafter “La Caixa,” party of the first part,
