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 • Petersen Energia Inversora, S.A. • Petroleum refining • New York
SELLER CREDIT AGREEMENT dated as of May 19, 2011, among PETERSEN ENERGÍA INVERSORA, S.A.U., a company incorporated under the laws of the Kingdom of Spain with Spanish Tax Number A-85.392.751 (the “Borrower”), REPSOL YPF, S.A. (the “Seller”), and THE BANK OF NEW YORK MELLON, as Collateral Agent.
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 • Petersen Energia Inversora, S.A. • Petroleum refining
This Agreement shall be interpreted pursuant to the special precepts established below and the general rules of contract interpretation pursuant to the Applicable Law.
ContractSecurity Agreement • May 20th, 2011 • Petersen Energia Inversora, S.A. • Petroleum refining • New York
SECURITY AGREEMENT dated as of May 19, 2011 between PETERSEN ENERGÍA INVERSORA, S.A.U., a sociedad anónima unipersonal duly organized and validly existing under the laws of the Kingdom of Spain (the “Borrower”), and THE BANK OF NEW YORK MELLON, as collateral agent for the Lenders as defined in the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the “Collateral Agent”).
INTERCREDITOR AGREEMENT BETWEEN REPSOL YPF, S.A. as Repsol and BANCO ITAÚ BBA INTERNATIONAL, S.A. SUCURSAL FINANCEIRA EXTERIOR CREDIT SUISSE AG, SUCURSAL EN NUEVA YORK / NEW YORK BRANCH CITIBANK INTERNATIONAL PLC, SUCURSAL EN ESPAÑA STANDARD BANK PLC...Intercreditor Agreement • May 20th, 2011 • Petersen Energia Inversora, S.A. • Petroleum refining
Clause fPage 1. Interpretation 4 2. Ranking 10 3. Nature of Parties' Rights and Obligations 11 4. Undertakings 11 5. Payments of Junior Debt 13 6. Contractual Subordination on Insolvency 14 7. Turnover 16 8. Protection of Subordination 17 9. Enforcement 18 10. Proceeds of Enforcement of Security 21 11. The Intercreditor Agent and Collateral Agent 22 12. Co-Operation between Creditors 25 13. Expenses 26 14. Amendments and Waivers 26 15. Changes to the Parties 27 16. Sharing 29 17. Set off 29 18. Notices 30 19. Miscellaneous 33 20. Governing Law 34 21. Jurisdiction 34 Schedules 1. Form of Accession Agreement 35 Signatories Signatories 36
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • May 20th, 2011 • 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 May 19, 2011 between PETERSEN ENERGÍA INVERSORA, S.A.U., a sociedad anónima unipersonal duly organized and validly existing under the laws of the Kingdom of Spain (the “Borrower” or “Pledgor”), and THE BANK OF NEW YORK MELLON, as collateral agent for the Lenders as defined in the Seller Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the “Collateral Agent”).
