SELLER CREDIT AGREEMENT dated as of February 21, 2008 among PETERSEN ENERGÍA, S.A., as Borrower REPSOL YPF, S.A. as the Seller and THE BANK OF NEW YORK as Collateral AgentSeller Credit Agreement • February 25th, 2008 • Repsol Ypf Sa • Petroleum refining • New York
SELLER CREDIT AGREEMENT dated as of February 21, 2008, among PETERSEN ENERGÍA, S.A., a special purpose company incorporated under the law of the Kingdom of Spain with Spanish Tax Number A-85.174.621 (the “Borrower”), REPSOL YPF, S.A. (the “Seller”), and THE BANK OF NEW YORK, as Collateral Agent.
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).
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
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.”
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 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
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.
