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.
May 11th, 2012Petersen Energia Inversora, S.A. • June 1st, 2012 • Petroleum refining
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.
CREDIT AGREEMENT dated as of May 3, 2011 among PETERSEN ENERGÍA INVERSORA, S.A.U., as Borrower The LENDERS Party Hereto CREDIT SUISSE AG, LONDON BRANCH, as Administrative Agent THE BANK OF NEW YORK MELLON, as Collateral Agent BANCO ITAÚ BBA...Credit Agreement • May 5th, 2011 • Petersen Energia Inversora, S.A. • Petroleum refining • New York
SCHEDULE I – Commitments EXHIBIT A-1 – Form of Assignment and Assumption EXHIBIT A-2 – Form of Spanish Assignment Agreement EXHIBIT A-3 – Form of Agent’s Power of Attorney EXHIBIT B – Form of Purchase Agreement EXHIBIT C – Form of Subordinated Seller Loan Agreement EXHIBIT D – Form of Intercreditor Agreement EXHIBIT E-1 – Form of Holdings Pledge Agreement EXHIBIT E-2 – Form of Pledge of Accounts EXHIBIT E-3 – Form of Pledge of Contracts EXHIBIT F – Form of Security Agreement EXHIBIT G – Form of Account Security Agreement EXHIBITS H – Forms of Opinions of Counsel EXHIBIT I – Form of Promissory Note EXHIBIT J – Form of Notice of Borrowing EXHIBIT K – Form of Process Agent Acceptance EXHIBIT L – Form of Collateral Coverage Ratio Compliance Certificate EXHIBIT M – Form of Administrative Questionnaire EXHIBIT N – Form of Securities Account Control Agreement EXHIBIT O – Form of Depositary Instruction Letter
ContractSecurity Agreement • May 18th, 2012 • Petersen Energia Inversora, S.A. • Petroleum refining • New York
SECURITY AGREEMENT dated as of February 21, 2008 between PETERSEN ENERGÍA, S.A., a sociedad anónima duly organized and validly existing under the laws of the Kingdom of Spain (the “Borrower”), and HSBC BANK PLC, 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
June 13, 2012Security Agreement • June 15th, 2012 • Petersen Energia Inversora, S.A. • Petroleum refining
Reference is made to (i) the Credit Agreement, (ii) the Security Agreement referred to in the Credit Agreement and (iii) the letter dated May 15, 2012 and delivered on May 17, 2012 from the Administrative Agent to the Borrower (and copied to the Collateral Agent) that, among other things, accelerates the Loans. Capitalized terms used but not defined herein shall have the respective meanings assigned to such terms in the Security Agreement.
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”).
ContractPetersen Energia Inversora, S.A. • September 11th, 2008 • Petroleum refining
This is a convenience translation into English of a Spanish original document. This translation is without legal effect and, in the event of any discrepancy with the Spanish original version, the Spanish original version shall prevail.
Loan AgreementLoan Agreement • May 5th, 2011 • Petersen Energia Inversora, S.A. • Petroleum refining
THIS LOAN AGREEMENT dated February 22, 2010 (the “Agreement”) made by and between the Lender and the Borrower, sets out the terms and conditions of a term loan facility (the “loan”) as follows:
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”).
JOINT FILING AGREEMENTJoint Filing Agreement • May 5th, 2011 • Petersen Energia Inversora, S.A. • Petroleum refining
THIS JOINT FILING AGREEMENT (this “Agreement”) is made and entered into as of this 14 day of April 2011, by and among Enrique Eskenazi, Sebastián Eskenazi, Matías Eskenazi Storey, Ezequiel Eskenazi Storey, Petersen Energía S.A., Petersen Energía PTY LTD., Petersen Inversiones Spain, S.A., Petersen Energía Inversora, S.A., Petersen Energía Inversora S.A., Petersen Energía Inversora Holding GmbH, and Petersen Energía Inversora Holdings, S.A.
Re: Seller Credit Agreement dated as of February 21, 2008 (as modified and supplemented and in effect on the date hereof, the “Seller Credit Agreement”) among Petersen Energia, S.A., as borrower (the “Borrower”), Repsol YPF S.A. (the “Seller”) and The...Petersen Energia Inversora, S.A. • June 1st, 2012 • Petroleum refining
Reference is made to the Seller Credit Agreement. This letter is delivered by us in our capacity as Seller and Lender. Except as otherwise specified herein, capitalized terms used in this letter have the meanings given to them in the Seller Credit Agreement.
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • June 1st, 2012 • 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 February 21, 2008 between PETERSEN ENERGÍA, S.A., a sociedad anónima duly organized and validly existing under the laws of the Kingdom of Spain (the “Borrower” or “Pledgor”), and THE BANK OF NEW YORK, 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”).
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”).
