YPF Sociedad Anónima Av. R.S. Peña 777 Ciudad de Buenos Aires, Agentina, C1035AAC
Exhibit
7.10
YPF
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▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, C1035AAC
| February 21, 2008 |
Repsol
YPF, S.A.
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Energia PTY, Ltd
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Ladies
and
Gentlemen:
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”), ▇▇▇▇▇▇▇▇
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.
Repsol
and
▇▇▇▇▇▇▇▇ Energia PTY Ltd (“▇▇▇▇▇▇▇▇”) hereby agree, without
limitation as to time, to indemnify to the fullest extent permitted by law,
YPF
for any Losses paid by it pursuant to Section 7(a) of the Agreement;
provided, however, that (i) Repsol and ▇▇▇▇▇▇▇▇ shall only indemnify
YPF for any such Losses if a court of competent jurisdiction determines,
in a
final, non-appealable order, that such Losses were not incurred as a result
of a
material misstatement or omission contained in the Registration Statement
or
Prospectus; and (ii) Repsol and ▇▇▇▇▇▇▇▇ shall not indemnify YPF for any
such
Losses incurred by YPF to the extent YPF makes any payment related to such
Losses pursuant to a settlement entered into by YPF before a final,
non-appealable, determination of a court of competent jurisdiction; and
provided further, that (i) ▇▇▇▇▇▇▇▇’▇ obligations in respect of any
Loss required to be indemnified hereunder is limited to 14.9% of the total
amounts to be indemnified by Repsol and ▇▇▇▇▇▇▇▇ with respect to such Loss
(the
“▇▇▇▇▇▇▇▇ Cap”); and (ii) Repsol’s obligations in respect of
any Loss required to be indemnified hereunder is limited to 85.1% of the
total
amounts to be indemnified by Repsol and ▇▇▇▇▇▇▇▇ with respect to such loss
(the
“Repsol Cap”). In the event that ▇▇▇▇▇▇▇▇ and one or
more of its affiliates acquires Option Securities pursuant to any Option
Agreement from time to time, the ▇▇▇▇▇▇▇▇ Cap
with
respect to any Losses incurred as a result of claims brought against YPF
after
the date of such increase shall be adjusted upwards to an amount equal to
the
percentage of total outstanding YPF shares (including for purposes of this
calculation any shares represented by ADSs) held by ▇▇▇▇▇▇▇▇ and its affiliates,
and the Repsol Cap shall be adjusted downwards to an amount equal to the
percentage of total outstanding YPF shares (including any shares represented
by
ADSs) held by Repsol (including for purposes of this calculation any shares
(including shares represented by ADS) transferred by Repsol after the date
hereof to any party other than Option Securities acquired by ▇▇▇▇▇▇▇▇ and
its
affiliates). The ▇▇▇▇▇▇▇▇ Cap and the Repsol Cap in effect at the
time an indemnity claim is made under the Agreement shall apply to any Losses
for which ▇▇▇▇▇▇▇▇ and Repsol indemnify YPF hereunder.
This
letter agreement shall be governed
by and construed in accordance with the law of the State of New York,
without regard to the conflicts of law
rules of such state.
Please
sign in the space indicated below to acknowledge your agreement with the
above.
[Signature
pages follow]
| Very truly yours, | ||||
| YPF SOCIEDAD ANÓNIMA | ||||
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By:
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Name:
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Title:
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Acknowledged
and Agreed
as
of the
date written above:
| REPSOL YPF, S.A. | |||
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By:
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| Name: |
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| Title: |
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| ▇▇▇▇▇▇▇▇ ENERGIA PTY LTD | |||
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By:
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| Name: |
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| Title: |
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