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...
Exhibit
7.07
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21
FEBRUARY 2008
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as
the Seller
and
CREDIT
SUISSE INTERNATIONAL
▇▇▇▇▇▇▇
▇▇▇▇▇ INTERNATIONAL BANK
BNP
PARIBAS
BANCO
ITAÚ EUROPA, S.A. SUCURSAL FINANCEIRA EXTERIOR
(together
with their assignees or successors)
as
the Lenders
and
▇▇▇▇▇▇▇▇
ENERGÍA, S.A.
(SOCIEDAD
UNIPERSONAL) / (SOLE SHAREHOLDER COMPANY)
as
the Borrower
and
CREDIT
SUISSE, LONDON BRANCH
as
Administrative Agent
and
HSBC
BANK PLC
as
Collateral Agent
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▇▇▇▇▇
&
▇▇▇▇▇
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61690-00053
MD:586979.20
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Clause
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Page
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1.
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Definitions
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3
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2.
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Direct
Payment
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4
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3.
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Termination
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6
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4.
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Breach
of Notice of Condition Subsequent
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6
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5.
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Other
Provisions
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6
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THIS
DIRECT AGREEMENT (the Agreement) is executed by Deed
before me, the Notary Public of Madrid. ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ on this 21
February 2008 by and between
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(A)
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REPSOL
YPF, S.A. (hereinafter, the Seller), a company
duly incorporated and existent under the Laws of Spain, with registered
address in Madrid, ▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇. It is registered in
the Commercial Registry of Madrid, at Tomo 3.893, Folio
175, Hoja number M-65.289. Its Tax number is
▇-▇▇▇▇▇▇▇▇.
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Acts
on
its behalf ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mazarredo, of legal age, married, of Spanish
nationality, with professional domicile at Madrid, ▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇,
holder of identity card number 1.485.502-R, by virtue of the power of attorney
granted to him by means of a Deed executed before the Notary Public of Madrid,
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, on 20 June de 2005, under number 2.008 of his files,
which I have examined and consider sufficient.
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(B)
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▇▇▇▇▇▇▇▇
ENERGÍA, S.A. (SOLE SHAREHOLDER COMPANY) (hereinafter, the
Borrower), a company duly incorporated and existing under
the Laws of Spain, with registered address in Madrid, Plaza de ▇▇▇▇▇
▇▇▇▇
▇▇▇▇▇▇▇, number 1, Building Torre Picasso, floor 38. It was incorporated
for an indefinite period of time by jeans of Deed granted before
the
Notary Public of Madrid, Mr ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇-▇▇▇ ▇▇▇▇, on 23 July 2007,
with the number 2.918 of its registry. It is registered in the Commercial
Registry of Madrid, at Tomo 24.588, Libro ▇, ▇▇▇▇▇
▇▇, ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ number M-442.504,
inscripción 1. Its Tax number is
A-85.174.621.
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Acts
on
its behalf (i) Mr. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ Dacomo, of legal age, of Argentinean
nationality, with domicile at Cerrito ▇▇▇, ▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ Buenos
Aires, holder of passport number ▇▇▇▇▇▇▇▇-N; and (ii) ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, of
legal age, of Argentinean nationality, with domicile at Cerrito ▇▇▇, ▇▇▇▇ ▇▇,
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ Buenos Aires, holder of passport number ▇▇▇▇▇▇▇▇▇, by means
of a power of attorney granted by the Board of Director of the Company on 6
February 2008, a certification of which was notarised by deed executed before
the Notary of Madrid, ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Valdecasas, on 11
February 2008, with the number 886 of its public registry.
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(1)
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CREDIT
SUISSE INTERNATIONAL (hereinafter, CS), a
company duly incorporated and existing under the laws of England,
with
registered office at ▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇, and registered under
number
2500199. CIF number ▇▇▇▇▇▇▇▇▇.
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Acts
on
its behalf ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ de ▇▇▇▇▇ ▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇, of legal age,
lawyer, of Spanish nationality, with professional domicile in Madrid at street
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, number 10, holder of identity card number 51388757H, and
▇▇.
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Abelenda, of legal age, lawyer, of Spanish nationality,
with professional domicile in Madrid at street ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, number 10,
holder of identity card number 19.012.777B by virtue of the power of attorney
granted to him by means of a Deed executed before the Notary Public of London,
▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on February 6, 2008, which I have examined and
consider sufficient.
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(2)
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▇▇▇▇▇▇▇
SACHS INTERNATIONAL BANK (hereinafter, Goldman),
a company duly organized and existing under the law of England, duly
registered in the England and Wales Company Registry Office, with
registered address at ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇
▇▇▇. CIF number ▇▇▇▇▇▇▇▇▇.
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Acts
on
its behalf ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ de ▇▇▇▇▇ ▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇, of legal age,
lawyer, of Spanish nationality, with professional domicile in Madrid at street
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, number 10, holder of identity card number 51388757H, and
▇▇.
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Abelenda, of legal age, lawyer, of Spanish nationality,
with professional domicile in Madrid at street ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, number 10,
holder of identity card number 19.012.777B by virtue of the power of attorney
granted to
1
him
by
means of a Deed executed before the Notary Public of London, Mr. ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇ on February 6, 2008, which I have examined and consider
sufficient.
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(3)
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BNP
PARIBAS (hereinafter, BNP) a public company duly
incorporated under the laws of France, with registered address at
16,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ París, registered with the Commercial and
Companies Registry of París with registered number 662 042 449 RCS
París.
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Acts
on
its behalf ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ de ▇▇▇▇▇ ▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇, of legal age,
lawyer, of Spanish nationality, with professional domicile in Madrid at street
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, number 10, holder of identity card number 51388757H, and
▇▇.
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Abelenda, of legal age, lawyer, of Spanish nationality,
with professional domicile in Madrid at street ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, number 10,
holder of identity card number 19.012.777B by virtue of the power of attorney
granted to him by means of a Deed executed before the Notary Public of Paris,
▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ on February 18, 2008, a copy of which duly apostilled I
have
examined and consider sufficient.
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(4)
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BANCO
ITAÚ EUROPA, S.A., acting
through its SUCURSAL FINANCEIRA
EXTERIOR (hereinafter, BIE). Banco Itaú Europa,
S.A. is a public company duly incoroprated and existing under Portuguese
Law, with registered address at Rua ▇▇▇▇▇▇ ▇▇▇▇▇▇, torre tres, décimo
primer piso, freguesia of Santa ▇▇▇▇▇▇, county of Lisboa,
registered with the Conservatória do Registro Comercial de Lisboa
under the number of identification of collective person 503.305.979.
Its
Sucursal Financeira Exterior is placed at Edificio Marina Fórum, ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇. of Funchal, registered
with
the Conservatoria do Registro Comercial da Zona ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇
under the number of identification of collective person 980.103.878.
CIF
number ▇▇▇▇▇▇▇▇▇.
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Acts
on
its behalf ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, of legal age, of Spanish
nationality, with professional domicile at Paseo de la Castellana, Madrid,
holder of identity card number 24.271.916Q, by virtue of the power of
attorney granted to him by means of a Deed executed before the Notary Public
of
Lisbon, ▇▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Letie on February 18, 2008, a copy of which
duly apostilled I have examined and consider sufficient.
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(5)
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CREDIT
SUISSE, LONDON BRANCH (hereinafter, CS London),
branch duly incorporated under the English law, with registered number
BR000469, of Credit Suisse, a bank duly incorporated and existing
under
the laws of Zurich, Switzerland, with the company number
CH-020.3.923.549-1. The branch has its registered office at ▇, ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇. CIF number
▇▇▇▇▇▇▇▇▇.
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Acts
on
its behalf ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ de ▇▇▇▇▇ ▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇, of legal age,
lawyer, of Spanish nationality, with professional domicile in Madrid at street
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, number 10, holder of identity card number 51388757H, and
▇▇.
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Abelenda, of legal age, lawyer, of Spanish nationality,
with professional domicile in Madrid at street ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, number 10,
holder of identity card number 19.012.777B by virtue of the power of attorney
granted to him by means of a Deed executed before the Notary Public of London,
Mr. ▇▇▇▇▇▇ Brookers ▇▇▇▇▇▇▇▇ on February 15, 2008, a copy of which duly
apostilled I have examined and consider sufficient.
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(6)
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HSBC
BANK PLC, a limited liability company duly existing and
incorporated under the laws of England, registered with the Office
of the
Companies Registry of England and Wales under the number 14259, with
registered address at ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (hereinafter,
together with any successors or assignees in such capacity, the
Collateral Agent).
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Acts
on
its behalf ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ de ▇▇▇▇▇ ▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇, of legal age,
lawyer, of Spanish nationality, with professional domicile in Madrid at street
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, number 10, holder of identity card number 51388757H, and
▇▇.
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Abelenda, of legal age, lawyer, of Spanish nationality,
with professional domicile in ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇,
▇
number
10,
holder of identity card number 19.012.777B by virtue of the power of attorney
granted to him by means of a Deed executed before the Notary Public of London,
Mr. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ on February 18, 2008, a copy of which duly apostilled
I have examined and consider sufficient.
Hereinafter,
CS, Goldman, BNP and Banco Itaú together with their successors or assignees and
any other party that have acceded as Lender to the Credit Agreement, shall
be
jointly referred to as the Lenders and each as a
Lender.
CS
London
appears in its capacity of Administrative Agent under the Credit Agreement.
In
this capacity, CS London together with any other party that may from time to
time become the Administrative Agent under the Credit Agreement, shall be
referred to as the Administrative Agent.
I
identify
the appearers by their personals identification documents. I have checked the
legal capacity of the appearers and a copy of the powers of attorney
aforementioned, which I consider sufficient.
WHEREAS
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(1)
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That
under the Sale and Purchase Agreement (as defined herein) the Seller
has
sold the Shares to the Borrower.
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(2)
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That
under Section 5.3 of the Sale and Purchase Agreement, upon the occurrence
of the Condition Subsequent, the Borrower has agreed and instructed
the
Seller to pay directly to the Administrative Agent the amounts outstanding
under the Credit Facility pursuant to Section 2.04(b)(v) of the Credit
Agreement.
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NOW
THEREFORE it is agreed as follows:
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1.
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DEFINITIONS
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In
this
Agreement, the terms
Agreement
means this Agreement.
Antitrust
Commission means, (i) the Comisión Nacional de Defensa de la
Competencia and the Secretaría de Comercio Interior
of Argentina or the Secretaría de Industria, Comercio y Minería of
Argentina, (ii) the Tribunal Nacional de Defensa de la Competencia of
Argentina, in the event the latter is established, or (iii) any governmental
authority that succeeds to the functions of any of the foregoing.
Argentine
Account shall have the same meaning as defined in the Credit
Agreement.
Borrower’s
Account shall have the same meaning as such term is defined in the
Credit Agreement.
Borrower’s
Administration Account shall have the same meaning as such term is
defined in the Credit Agreement.
Business
Days means any day that is not a Saturday or a Sunday, or any other day
in which commercial banks in New York, London and Madrid are open for
business.
Collateral
Agent's Account shall have the same meaning as defined in the Credit
Agreement.
Condition
Subsequent means (i) the failure to obtain within twelve months from
the date of the Sale and Purchase Agreement the authorization of the Purchase
("Compraventa", as defined in the Sale and Purchase Agreement) from the
Antitrust Commission (whether express by the Antitrust Commission or in the
form
of a written acknowledgment issued by the Secretariat of Inland Trade
▇
("▇▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇") ▇▇ ▇▇▇▇▇▇▇▇▇ or the governmental body that replaces
it in the future as the highest authority for competition matters in Argentina,
stating that a deemed authorisation has been granted); or (ii) the denial of
the
above-referred authorisation; or (iii) if invoked by the affected party as
a
Condición Resolutoria as set forth in Section
5.3 of the Sale and Purchase Agreement, the imposition by the Antitrust
Commission of conditions or obligations that may have a material adverse impact
on the Seller, the Borrower or YPF Sociedad Anónima
Credit
Agreement means the Credit Agreement dated as of the 21st
February, 2008 by
the Borrower, the Lenders (as defined therein), Credit Suisse, London Branch
(as
Administrative Agent), HSBC Bank plc (as Collateral Agent), as amended from
time
to time.
Debt
Service Reserve Account shall have the same meaning as defined in the
Credit Agreement.
Direct
Payment Amount shall mean the Unwinding Amount less the amounts on
deposit in the Collateral Agent's Account on the date the Administrative Agent
delivers the notice referred to Clause 2.1(c).
Intercreditor
Agreement means the Intercreditor Agreement relating, inter
alia, to the Credit Agreement and a Subordinated Seller Loan Agreement (as
defined in the Credit Agreement) dated as of on the 21st February,
2008 by
the Administrative Agent, HSBC Bank Plc, as Collateral Agent, the Borrower
and
various creditors and shareholders.
Parties
means the parties to this Agreement.
Pledge
over Credit Rights means the pledge created to secure the Secured
Obligations over the credits rights derived from the Sale and Purchase Agreement
created by Deed executed on the date hereof by the Borrower, the Lenders and
the
Collateral Agent (as defined therein) and authorized by me, the Notary
Public.
Sale
and Purchase Agreement means the Agreement of Purchase of Shares
(Contrato de Compraventa de Acciones) between the Seller and the
Borrower in respect of the Shares.
Shares
means the shares in YPF Sociedad Anónima (including American depository shares
representing such shares) sold by the Seller to the Borrower under the Sale
and
Purchase Agreement.
Unwinding
Amount means the aggregate amounts of principal, interest, Call Premium
(as defined in the Credit Agreement) and other amounts payable by the Borrower
pursuant to Section 2.04(b)(v) of the Credit Agreement, certified by the
Administrative Agent in the notice required to be delivered under Clause 2.1(c)
hereof.
Unwinding
Date means a date not later than 10 Business Days after the
Administrative Agent has received the notice referred to in Clause
2.1(b).
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2.
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DIRECT
PAYMENT
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2.1
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Direct
Payment by the Seller
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(a)
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The
Seller agrees to pay the Administrative Agent an amount equal to
the
Direct Payment Amount upon the terms and subject to the conditions
set
forth in this Agreement.
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(b)
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Upon
the occurrence of the Condition Subsequent, the Borrower and/or the
Seller
shall give notice thereof to the Administrative Agent and shall notify
the
Administrative Agent of the Unwinding
Date.
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4
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(c)
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Within
five Business Days from receipt by the Administrative Agent of the
notice
referred to in Clause 2.1 (b) by any of the Borrower or the Seller,
the
Administrative Agent shall deliver to the Seller and to the Borrower
a
notice certifying the Direct Payment Amount and setting forth the
wire
transfer information necessary for the Seller to pay such amount
to the
Administrative Agent.
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(d)
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The
Direct Payment Amount shall be paid by the Seller to the Administrative
Agent on the Unwinding Date, in cleared funds, without deduction,
set-off
or counterclaim, for value on the same date of payment into the account
of
the Administrative Agent specified in the notice referred to in Clause
2.1(c).
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2.2
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Return
of excess to the Seller and operation of
accounts
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(a)
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If
the payments received by the Administrative Agent from the Seller
pursuant
to clause 2.1 exceed the Direct Payment Amount, the Administrative
Agent
shall promptly return any excess to the Seller by means of a bank
transfer
to such account as may be notified by the Seller to the Administrative
Agent. The payment of such excess by the Administrative Agent to
the
Seller is without prejudice of the Borrower's rights under the Sale
and
Purchase Agreement.
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(b)
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Upon
receipt of the notice referred to in Clause 2.1(b), the Administrative
Agent shall instruct the Collateral Agent to transfer all amounts
in the
Borrower's Account, the Debt Service Reserve Account and, to the
extent
permitted by applicable law, the Argentine Account into the Collateral
Agent's Account in immediately available
funds.
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(c)
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If
on the date on which the Administrative Agent delivers the notice
referred
to in Clause 2.1.(c) any funds remain on deposit in the Argentine
Account
subject to receipt of payment of the Direct Payment Amount in accordance
with Clause 2.1.(d), the Administrative Agent shall instruct the
Collateral Agent, to the extent permitted by applicable law, as soon
as
possible after such funds can legally be withdrawn from the Argentine
Account and transferred outside of Argentina, to transfer such funds
to
the Seller by means of a bank transfer to such account of the Seller
as
the Seller may instruct, it being understood that neither the
Administrative Agent nor the Collateral Agent shall have any liability
to
the Seller arising from, and that the Seller shall bear (or reimburse
to
the Administrative Agent or the Collateral Agent, as applicable)
any and
all, costs (including any loss due to unfavourable exchange rates)
and/or
expenses relating to or incurred in connection with such
transfer. The obligation of the Administrative Agent under the
immediately preceding sentence shall survive the termination of this
Agreement by reason of the payment by the Seller of the Direct Payment
Amount.
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(d)
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If
on the date on which the Administrative Agent delivers the notice
referred
to in Clause 2.1.(c) any funds remain on deposit in the Borrower's
Administration Account, the Borrower shall transfer such funds to
the
Seller by means of a bank transfer to such account of the Seller
as the
Seller may instruct. The obligation of the Borrower under the
immediately preceding sentence shall survive the termination of this
Agreement by reason of the payment by the Seller of the Direct Payment
Amount.
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(e)
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The
Borrower agrees not to instruct the transfer of any of the amounts
deposited in the Borrower's Administration Account and in the Borrower's
Account from and after the occurrence of the Condition Subsequent,
except
as contemplated under the Credit Agreement and this Clause
2.2.
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2.3
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Security
interests
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(a)
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The
Collateral Agent shall release the pledge over the Shares upon notice
from
the Administrative Agent of the receipt in full of the Direct Payment
Amount, which the Administrative Agent agrees to deliver immediately
to
the Seller as provided in Clause 2.3(b) below. If the Direct Payment
Amount has been received in full by the Administrative Agent, the
Parties
shall take all appropriate action as
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5
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may
be reasonably necessary to deliver the Shares to the Seller (or
the
Seller's designee) free and clear of all liens, and to deliver
all
documents (such as pay-off letters and UCC termination statements,
if any)
as reasonably may be requested by the Seller evidencing the release
of all
liens on the Shares.
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(b)
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This
agreement is without prejudice of any other security created in relation
to the Credit Agreement (including the Pledge over Credit Rights)
and
without prejudice of the terms and conditions of the Intercreditor
Agreement.
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3.
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TERMINATION
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This
Agreement shall terminate the earlier of (i) the date on which the authorization
of the Purchase ("Compraventa", as defined in the Sale and Purchase
Agreement) from the Antitrust Commission (whether express by the Antitrust
Commission or in the form of a written acknowledgment issued by the Secretariat
of Inland Trade ("Secretaría de Comercio Interior") of Argentina or the
governmental body that replaces it in the future as the highest authority for
competition matters in Argentina, stating that a deemed authorisation has been
granted) is granted, or (ii) upon the payment in full by the Seller to the
Administrative Agent of the Direct Payment Amount as provided in this
Agreement.
Notwithstanding
the foregoing, the obligations of the Administrative Agent under Clause 2.2(a)
above shall remain in force and effect until such time that such obligations
have been satisfied.
|
4.
|
BREACH
OF NOTICE OF CONDITION
SUBSEQUENT
|
Failure
by
the Seller and the Borrower to give the notice under Clause 2.1(b) above shall
constitute a breach of this Agreement by the Seller. If such a breach occurs,
the Administrative Agent shall be entitled to claim damages under the applicable
provisions of the Spanish Civil Code.
|
5.
|
OTHER
PROVISIONS
|
|
5.1
|
Administrative
Agent
|
The
Seller
hereby recognizes that the Administrative Agent is entitled to act in the name
and on behalf of the Lenders in relation with this Agreement. The Administrative
Agent shall not have to prove the power of attorney and authority to make act
in
the name and on behalf of the Lenders under or in relation to this
Agreement.
The
functions and responsibilities of the Administrative Agent hereunder may be
assigned to any other Agent under the Credit Agreement by notice to the
Parties.
|
5.2
|
Notifications
|
All
notices between the Parties relating to this Agreement or arising hereunder
shall be made by any mean that permit the certification of the content and
date
of the notification (such as, without limitation, Spanish notarized deeds of
notification, burofaxes, etc.).
The
addresses of the Parties for the purposes of notifications are as
follows:
Seller
Repsol
YPF, S.A.
▇▇▇▇▇
▇▇
▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇.
Fax.:
▇▇▇.▇▇.▇▇▇.▇▇.▇▇
Att.:
Chief Executive Officer
6
With
copy
to
Repsol
YPF, S.A.
▇▇▇▇▇
▇▇
▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇.
Fax.:
▇▇▇.▇▇.▇▇▇.▇▇.▇▇
Att.:
Corporate Director of Legal Services
With
copy
to
Repsol YPF,
S.A.
▇▇▇▇▇
▇▇
▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇.
Fax.:
▇▇▇.▇▇.▇▇▇.▇▇.▇▇
Att.:
Corporate Director of Tax and Finance
With
copy
to
Latham&Watkins
▇▇▇▇▇
▇▇
▇▇▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇
▇▇▇▇▇▇
Fax
▇▇▇.▇▇▇.▇▇▇.▇▇▇
Administrative
Agent
Credit
Suisse, London Branch
One
▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇
▇▇▇
Attention:
▇▇▇ ▇▇▇▇▇ / ▇▇▇▇▇ ▇▇▇,
Facsimile
Number: 011-44-20-7888-8398
Borrower
▇▇▇▇▇▇▇▇
Energía, S.A.
Plaza
de
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, número 1
Edificio
Torre Picasso, planta 38.
28020
Madrid
Lenders
Notifications
to the Lenders shall be done to the Administrative Agent.
Any
Party
may change the notifications addresses from time to time by means of a
notification sent to the other Parties in accordance with this
provision.
|
5.3
|
Cost
and Taxes
|
All
cost,
expense, tax, duty or amount payable by the Lenders, the Collateral Agent or
the
Administrative Agent to any person, authority or entity in relation with this
Agreement, any notice given with regard to the execution and performance of
this
Agreement or any other document granted with regard to this Agreement, including
without limitation any notarial cost, taxes and duties arising from the granting
of the deed raising this Agreement into the status of a Spanish public document,
shall be paid by the Borrower.
|
5.4
|
Enforcement
proceedings and independent
obligations
|
Each
Lender and/or the Administrative Agent have opened and keep in their books
special accounts in the name of the Seller for the recording of the amounts
to
be paid under this Agreement. According to section 572 of the Civil Procedure
Act (Ley de Enjuiciamiento Civil) the Parties
7
expressly
agree that the Lenders and the Administrative Agent shall be entitled to
determine (liquidar) the amounts owed under this Agreement for the
purposes of an enforcement proceeding.
This
determination shall be done by means of a certificate of the Lenders (or of
the
Administrative Agent on their behalf), which shall include the balance of the
accounts referred to in this provision. The Parties agree that the delivery
of a
copy of this Deed and a copy of such certificate (duly notified to the Seller
in
accordance with article 573 of the Civil Procedure Act) will constitute a
sufficient prove of the amounts owed under this Agreement in any enforcement
proceeding. The certificate will be notarized at the request of the Lenders
or
the Administrative Agent, and the Notary will certify that the amount
established in the certificate has been calculated as agree herein.
The
obligations hereunder shall be independent from any discrepancy, question,
judicial or arbitral proceeding or conflict existing or that may exist in the
future in relation with the Credit Agreement or the Sale and Purchase
Agreement.
|
5.5
|
Governing
Law and jurisdiction
|
This
Agreement shall be construed and is governed by Spanish common law without
regard to the rules of international private law.
The
appearing Parties to this Agreement, expressly waiving any other jurisdiction
to
which they may be entitled, expressly and irrevocably submit to the Courts
and
Tribunals of the City of Madrid (Spain) for any dispute that may arise from
the
interpretation, validity or performance of this Agreement.
IN
WITNESS WHEREOF this agreement has been executed the day and year first
before written.
|
▇▇▇▇▇▇▇▇
ENERGÍA, ▇.▇.
▇.▇.: D.
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ Dacomo
|
▇▇▇▇▇▇▇▇
ENERGÍA, ▇.▇.
▇.▇.:
D. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
|
||
|
REPSOL
YPF, ▇.▇.
▇.▇.:
D. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Mazarredo
|
|||
|
CREDIT
SUISSE INTERNATIONAL
P.P.:
D. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ de ▇▇▇▇▇ ▇
▇▇▇▇ ▇▇ ▇▇▇▇▇▇
|
CREDIT
SUISSE INTERNATIONAL
P.P.:
D. Pablo ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Abelenda
|
8
|
▇▇▇▇▇▇▇
SACHS INTERNATIONAL BANK
P.P.:
D. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ de ▇▇▇▇▇ ▇
▇▇▇▇ de ▇▇▇▇▇▇
|
▇▇▇▇▇▇▇
▇▇▇▇▇ INTERNATIONAL BANK
P.P.:
D. Pablo ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Abelenda
|
||
|
BNP
PARIBAS
P.P.:
D. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ de ▇▇▇▇▇ ▇
▇▇▇▇ ▇▇ ▇▇▇▇▇▇
|
BNP
PARIBAS
P.P.:
D. Pablo ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Abelenda
|
||
|
BANCO
ITAÚ EUROPA, S.A. SUCURSAL FINANCEIRA EXTERIOR
P.P.:
D. Rafael ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
|
|||
|
CREDIT
SUISSE, LONDON BRANCH
P.P.:
D. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ de ▇▇▇▇▇ ▇
▇▇▇▇ ▇▇ ▇▇▇▇▇▇
|
CREDIT
SUISSE, LONDON BRANCH P.P.:
P.P.:
D. Pablo ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Abelenda
|
||
|
HSBC
BANK, Plc
P.P.:
D. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ de ▇▇▇▇▇ ▇
▇▇▇▇ ▇▇ ▇▇▇▇▇▇
|
HSBC
BANK, Plc
P.P.:
D. Pablo ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Abelenda
|
This
agreement is executed, as previously stated, before ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇,
Notary , for all relevant legal purposes, including those established in
article
571 of the Civil Judgment Law, article 93 of the Commercial Code and other
concordant legislation.
The
parties express their conformity with this agreement, they deliver and
sign it
before me and agree to sign only the page where their printed name appears,
indicating to the Notary that he number and affix his stamp and seal to
all
pages of this document.
9
And
I, the
Notary, having given the proper legal notices, vouch for the identity of
the
signatories, the legitimacy of their signatures and that their consent
to sign
was freely given, and that the act of signing accords with legal process
and the
appropriately informed will of the signatories and other
participants.
I
acknowledge and ascertain that this document will remain in my file for
its
preservation in the Book-Registry of Operations, consisting of [ ]
numbered pages (including annexes), stamped and sealed by me, the
Notary.
10