GUARANTY AGREEMENT between PETERSEN ENERGÍA INVERSORA, S.A.U. as debtor REPSOL YPF, S.A. as Guarantor and BANCO SANTANDER, S.A. as Financing Entity

(i)

▇▇▇▇▇▇▇▇ ENERGÍA INVERSORA, S.A.U. (hereinafter “PEISA”), a Spanish company, with registered office in Madrid, at calle ▇▇▇▇▇▇▇▇▇, 9, and holder of Tax Identification Number A-85392751, represented for this purpose by ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, of legal age and holder of current Argentinean passport number ▇▇▇▇▇▇▇▇-N, and by Mr. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ Dacomo, of legal age and holder of current Argentinean passport number ▇▇▇▇▇▇▇▇-N, in their capacity as directors, with sufficient powers to execute this Agreement as proven by deed of power of attorney, executed in the presence of ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Notary of Madrid, on April 24, 2008, under number 953 of his protocol.

(ii)

REPSOL YPF, S.A. (hereinafter the “Guarantor” or “Repsol YPF”), a Spanish company, with registered office at ▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, holder of Tax Identification Number A-78374725, represented for this purpose by ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Marredo, of legal age and holder of Identity Card number 01485502-R, in his capacity as authorized representative, with sufficient powers to execute this Agreement as proven by a deed of power of attorney, executed in the presence of ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Notary of Madrid, on June 20, 2005, under number 2008 of his protocol, and by ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, of legal age and holder of Identity Card number 19844245-Y, in his capacity as authorized representative, with sufficient powers to execute this Agreement as proven by a deed of power of attorney, executed in the presence of ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Notary of Madrid, on December 29, 2005, under number 3766 of his protocol.

(iii)

BANCO SANTANDER, S.A. (hereinafter the “Financing Entity”), a Spanish company, with registered office at ▇▇▇▇▇ ▇▇▇▇▇▇, ▇-▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, holder of Tax Identification Number A-39000013, represented for this purpose by ▇▇. ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, of legal age, and holder of Identity Card number 24194191-P, and by ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, of legal age and holder of Identity Card number 7871290-T, with sufficient powers to execute this Agreement pursuant to deeds of power of attorney executed in the presence of Mr. ▇▇▇▇ ▇▇▇▇▇ de Prada Díez, Notary of ▇▇▇▇▇▇, on March 9, 2007, under number 685 of his protocol, and on March 1, 2002, under number 574 of his protocol, respectively.

I.

PEISA is going to acquire from certain companies belonging to the group headed by the Spanish company Repsol YPF, S.A. (hereinafter “Repsol” or the “Guarantor” and the group of companies headed by Repsol, the “Repsol Group”), 0.1% of the capital stock of the Argentinean company YPF, S.A. (hereinafter “YPF”) in accordance with the terms established in the agreement granting a call option on the shares of YPF representing 0.1% of its capital stock signed on February 21, 2008 (hereinafter the “Call Option Agreement”), for which it has sought finance from the Financing Entity.

II.

The terms and conditions of the Offer are those contained in the explanatory prospectus and in the schedules thereto (hereinafter the “Prospectus”) which, in compliance with the applicable legislation, is going to be presented to the Argentinean National Securities Commission for the authorization of the Offer. The Guarantor has undertaken to refrain from taking up the Offer.

III.

In order to finance PEISA for: (i) the acquisition of 0.1% of the capital of YPF (hereinafter the “Option Acquisition”), (ii) the acquisition of the shares of YPF resulting from the Offer (hereinafter the “Tender Offer Acquisition” and, together with the Option Acquisition, the “Acquisition”) and (iii) the costs, expenses and taxes associated with the purposes described in points (i) and (ii) above, PEISA and the Financing Entity formalized on June 6 the opening of a commercial credit facility for the maximum sum of USD 198,500,000 (ONE HUNDRED AND NINETY-EIGHT MILLION FIVE HUNDRED THOUSAND U.S. DOLLARS) (hereinafter the “Credit Facility Agreement”). A copy of the Credit Facility Agreement is attached to this agreement as Schedule 1.

IV.

In the light of the foregoing, the Guarantor has undertaken to guarantee, on a joint and several basis, on demand, the payment obligations of PEISA under the Credit Facility Agreement.

V.

In the light of the foregoing, the Parties have agreed to enter into this guaranty agreement (hereinafter the “Agreement”), all in accordance with the following,

1.

DEMAND GUARANTEE OF REPSOL YPF

(A)

Without prejudice to the unlimited personal liability of PEISA, the Guarantor grants to the Financing Entity, which accepts, a demand guarantee (the "Guarantee") guaranteeing, jointly and severally with PEISA, the fulfillment of the payment obligations incurred by PEISA under the Credit Facility Agreement (whether for the repayment of the principal, interest, commissions, expenses or any other item), under the same terms and conditions as are established in the Credit Facility Agreement for PEISA in relation to such items. This Guarantee covers any extensions, renewals, novations or modifications of any kind, express or implied, which may occur in relation to the obligations of PEISA contained in the Credit Facility Agreement. For this reason this Guarantee shall remain in force until the full discharge of the obligations incurred by PEISA under the Credit Facility Agreement and of any obligations which novate or replace them.

(B)

The Guarantor expressly recognizes that this Guarantee constitutes a demand guarantee and not as a surety (fiador) envisaged in Articles 1822 et seq of the Civil Code. Therefore, the benefits of order, excussio and division conferred by Spanish legislation on sureties do not apply. Therefore, the obligations assumed by the Guarantor under this Guarantee are independent and of an abstract nature, so that they will not be affected and will remain fully valid and enforceable although any of the obligations secured by it is void ab initio or is subsequently annulled, even in an insolvency situation affecting PEISA, all of this without prejudice to the provisions of section (F) below.

(C)

The Guarantee shall remain in force as long as all the obligations arising under the Credit Facility Agreement have not been fulfilled to the satisfaction of the Financing Entity.

(D)

In the event of execution of the Guarantee and actual payment thereof by the Guarantor, the Guarantor shall be subrogated to the rights which the Financing Entity had against PEISA. The rights thus acquired by subrogation or which for any other reason arise from the payment of the Guarantee shall be subordinate to the rights which the Financing Entity may maintain against PEISA under the Credit Facility Agreement so that the Guarantor may not enforce its rights as creditor against PEISA until the latter’s debt to the Financing Entity under the Credit Facility Agreement is fully settled.

(E)

The Guarantor recognizes that any amounts which it owes to the Financing Entity as a result of the execution of the Guarantee may be offset by the Financing Entity against any balances, rights or claims which the Guarantor has at all times against the Financing Entity.

(F)

In the event of insolvency of PEISA, for the purpose of avoiding possible unjust enrichment of the Financing Entity, the Guarantor’s liability shall be reduced by any agreements, reductions or deferrals of debt which have been voted for by the Financing Entity.

(G)

Any claim made under this Guarantee must only specify the amount claimed, without it being necessary to comply with any additional requirement.

(H)

Modifications to the Credit Facility Agreement which affect fundamental elements thereof and in particular the provisions of (i) Clause 1 (Amount and purpose of the credit facility), (ii) Clause 4 (Interest applicable to Tranche A), (iii) Clause 5 (Interest applicable to Tranche B), (iv) Clause 7 (Repayment), (v) Clause 10 (Delay in the fulfillment of the obligations), (vi) Clause 13.2 (The Borrower’s positive and negative obligations), (vii) Clause 16 (Early maturity), and (viii) Clause 17 (Calculation of the balance owed and judicial execution) must be previously accepted in writing by the Guarantor.

2.

CALCULATION AND EXECUTION AGAINST THE GUARANTOR

(a)

The sums owed at any time by PEISA secured by the Guarantee shall be those determined in accordance with the procedure established in Clause 16 of the Credit Facility Agreement. This amount shall be certified in court and shall have all legal effects.

(b)

The Financing Entity shall notify to PEISA and to the Guarantor the amount of the balance resulting from the calculation performed in accordance with this clause. The amounts which may be demanded from the Guarantor shall be the amount of the resulting balance. The original copies of the Credit Facility Agreement and of this Agreement issued in accordance with the formalities established in Article 517.5° of the Civil Procedure Law, accompanied by the certificate issued by the supervising Notary, certifying the conformity of the agreements with the entries in his record and the date of such entries, shall constitute documents with executive force. All expenses arising from the execution shall be fully paid by the Guarantor.

3.

DECLARATIONS OF THE GUARANTOR AND OF PEISA  

3.1.

The Guarantor’s representations

(a)

The Guarantor is a company validly incorporated and registered in the Commercial Registry, with legal personality of its own and sufficient legal capacity to execute the Agreement and to assume all the obligations imposed on it under the Agreement.

(b)

That the execution and performance of the Agreement: (i) does not infringe any existing statutory provision to which the Guarantor is subject, Bylaws, nor any other contract or commitment acquired by the Guarantor; (ii) does not require any authorization, approval or registration by any person, body or entity to which the Guarantor is subject which has not been obtained.

(c)

That the signatory(ies) on behalf of the Guarantor is/are legally authorized to bind the entity which he/they represent(s) for the purposes of this Agreement.

(d)

That the Guarantor has not taken any step aimed at declaring or seeking the declaration of insolvency, cessation of business, dissolution, supervision or reorganization, nor for the appointment of a bankruptcy trustee, supervisor, depository or similar officer, for all or a substantial part of its assets or business.

(e)

That the Guarantor is aware of all the terms of the Credit Facility Agreement.

(f)

That in any event the validity and enforceability of this Guarantee granted by the Guarantor may not be considered subject or linked to the fulfillment by PEISA of the obligation to provide security in rem in accordance with Clause 4 of this Agreement, and the fulfillment or breach of the aforementioned obligation, and the subsequent execution of the above-mentioned security in rem shall not prejudice or limit in any way the scope and enforceability of this Guarantee, such obligation of PEISA strictly constituting an obligation separate and independent from the Guarantee.

3.2.

Representations of PEISA

(a)

That PEISA is a company validly incorporated and registered in the Commercial Registry, with legal personality of its own and sufficient legal capacity to execute the Agreement and to assume all the obligations imposed on it under the Agreement.

(b)

That PEISA has all the permits, licenses, authorizations and other approvals necessary to carry on its commercial activities in the manner and with the scope which it currently does, there being, to its knowledge and understanding, no reason or cause which may involve the revocation of any of them.

(c)

That the execution and performance of the Agreement: (i) does not infringe any existing statutory provision to which PEISA is subject, Bylaws, nor any other contract or commitment acquired by PEISA; (ii) does not require any authorization, approval or registration by any person, body or entity to which PEISA is subject which has not been obtained, except those which must be given by the National Securities Commission and the National Competition Commission in relation to the Acquisition.

(d)

That the signatory(ies) on behalf of PEISA is/are legally authorized to bind the entity which he/they represent(s) for the purposes of this Agreement.

(e)

That all the information supplied by PEISA to the Guarantor, including that of a financial nature is correct and truly reflects its situation, there being no acts or omissions which detract from the truthfulness and accuracy of such information in any substantial aspect.

(f)

That PEISA has sufficient legal title to use the necessary assets to carry on its respective commercial activity in the manner in which it has been doing so up to now.

(g)

That PEISA has not assumed any kind of indebtedness other than that contained in the Credit Facility Agreement nor is it guarantor of any obligation of third parties. The shares of YPF acquired charged to the Credit Facility Agreement are free of charges and encumbrances other than the pledges which will be granted to the Guarantor under the Pledge Agreement.

(h)

To the best of its knowledge and understanding, as of the date of signature of this Agreement, there is no event or circumstance which has a Significant Prejudicial Effect on PEISA. For the purposes of this Agreement, “Significant Prejudicial Effect” means any event or circumstance which (i) significantly affects the financial or commercial status of PEISA and the capacity of PEISA to fulfill its payment obligations under the Credit Facility Agreement, or which (ii) renders this Agreement invalid or unenforceable.

(i)

That PEISA has fulfilled all commercial and civil (of a contractual or extra-contractual nature), social, labor, environmental and tax obligations the breach of which may have a Significant Prejudicial Effect.

(j)

That PEISA has not taken any step aimed at declaring or seeking the declaration of insolvency, cessation of business, dissolution, supervision or reorganization, nor for the appointment of a bankruptcy trustee, supervisor, depository or similar officer, for all or part of its assets or business.

(k)

That PEISA is not aware of the commencement of any litigation, proceedings or measure of an administrative, judicial or arbitral nature, the result of which may reasonably have a Significant Prejudicial Effect.

3.3.

Validity of the representations

4.

OBLIGATIONS OF PEISA  

4.1.

Security in rem of PEISA granted to the Guarantor  

(a)

PEISA undertakes to pledge to the Guarantor, as a counter-guarantee for this Guarantee, all the shares of YPF which PEISA acquires charged to the Credit Facility Agreement and in the exercise of the call option contained in the Call Option Agreement (hereinafter the “Pledge”). This obligation shall be executed, following a request by the Guarantor for such purpose, within a period of ten (10) Business Days from the date on which PEISA acquires the shares from third parties in the liquidation of the Offer referred to in Recital II above (hereinafter the “Pledge Agreement”). The pledge hereby agreed shall be granted in accordance with the text attached as Schedule 2 to this Agreement.

(b)

The Pledge shall guarantee to the Guarantor its right of recovery arising from the making of payments by the Guarantor to the Financing Entity as a result of the Guarantee (due to any payments made by the Guarantor to the Financing Entity, which shall include those relating to, derived or arising from the repayment of principal, interest, commissions, expenses or for any other reason or due to any other obligation arising from the Credit Facility Agreement). This security covers any extensions, renewals, novations or modifications of any kind, expressly accepted in advance by the Guarantor if it is necessary for the purposes of the

(c)

The fulfillment or breach of the above-mentioned obligation by PEISA, and the subsequent execution of the Pledge shall not prejudice or limit in any way the scope and enforceability of the Guarantee, such obligation of PEISA strictly constituting an obligation separate and independent from the Guarantee.

(d)

PEISA grants to the Guarantor, at the same time as the signature of this Agreement, a special irrevocable power of attorney, in the terms of Article 1977 of the Argentinean Civil Code, valid until the cancellation by the effective fulfillment of all the obligations of PEISA under the Credit Facility Agreement, and this Agreement, so that, in relation to the Pledge, the Guarantor may perform any kind of acts, procedures, measures and claims at any government authority, of the country or abroad, and/or against any third party, to enforce any instrument or act, exercise the authority or powers of PEISA hereunder, and/or perform any other acts, which may be necessary or appropriate so as (a) to ensure or protect the existence, validity, opposability and/or effectiveness of the Pledge, and/or (b) grant, record, register and/or perfect the Pledge and enter into the pledge agreement for this purpose, and/or (c) facilitate and allow the Guarantor to exercise all the rights which are conferred on it under this Agreement.

4.2.

Information obligations

(a)

Whenever the Guarantor reasonably so requests, and as soon as is reasonably possible, any information concerning PEISA which is reasonably relevant to verify the truthfulness of the representations and the fulfillment of the obligations contained in this Agreement.

(b)

As soon as PEISA becomes aware of it, to notify to the Guarantor the existence of any Case of Early Maturity, as defined in the Credit Facility Agreement.

4.3.

Positive and negative obligations of PEISA

(a)

To refrain from commencing any procedure for the merger, spin-off, liquidation or dissolution of PEISA, except in the case of corporate reorganizations in which only companies of the same group as PEISA are involved.

(b)

To refrain from allowing or authorizing the change of corporate form or the reduction of capital stock, unless required by law.

(c)

To refrain from carrying out or allowing any substantial modification of the activity which constitutes the corporate purpose of PEISA.

(d)

To maintain and ensure the maintenance in force of any authorization, permit, license or approval which may be imposed by any rule or required by any authority and which, at the same time, is necessary for the conduct of the activities of PEISA, unless the failure to obtain it does not involve a Significant Prejudicial Effect.

(e)

To refrain from granting loans to or providing security for third parties in any legally or economically equivalent form, other than those envisaged in the framework of the Acquisition and the financing thereof.

(f)

To refrain from assuming or incurring any kind of financial indebtedness other than that arising from this Agreement or from the Acquisition.

(g)

To refrain from granting guarantees or sureties or securing obligations of third parties in a manner other than those envisaged in the framework of the Acquisition and of the financing thereof.

(h)

To refrain from offering, granting or establishing any kind of security, pledge, mortgage or any other type of charge or encumbrance on its property and rights in favor of third-party creditors, other than those envisaged in the framework of the Acquisition (including those provided for in the documents arising from the Option Acquisition and from the Tender Offer Acquisition) and from the financing thereof.

(i)

To refrain from performing acts or concluding contracts which reduce or diminish the ranking or priority of the pledges which it grants to the Guarantor.

(j)

To refrain from carrying out reductions of capital, unless required by law, or from acquiring its own shares.

(k)

To comply in all substantial aspects with civil, commercial, administrative, environmental, tax, labor or any other kind of legislation applicable to it, and with the permits and authorizations which are necessary to carry on its activity, maintaining them in force, unless the failure to maintain them does not involve a Significant Prejudicial Effect.

5.

CALCULATION OF PERIODS

6.

NOTICES

6.1.

Form of serving notices

6.2.

Addresses  

6.3.

New addresses

7.

ASSIGNMENTS

7.1.

Assignment by the Financing Entity

a)

The assignment is notified to the Guarantor five (5) days prior to the date on which it occurs.

b)

That the Guarantor does not assume vis-à-vis the assignee greater obligations that it had incurred with the assignor and the assignment does not involve any additional cost for the Guarantor nor does it harm or prejudice the counter-security in rem granted to it in accordance with Clause 4 of this Agreement.

7.2.

Assignment by PEISA and the Guarantor

8.

JURISDICTION

9.

APPLICABLE LEGISLATION

REPSOL YPF, S.A.

____________________________________
P.p. ▇▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Marredo

▇▇▇▇▇▇▇▇ ENERGÍA INVERSORA, S.A.U.

____________________________________
P.p. ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇

BANCO SANTANDER S.A.

____________________________________
P.p. ▇▇. ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇

I.

[PEISA has acquired from REPSOL [*] ordinary book-entry class D shares of the Company (as defined below), all of them with a par value of $10 (ten pesos) per share and with a right to one (1) vote each, representing 0.10% of the Company’s capital stock, in accordance with the terms established in the Agreement granting a First Call Option on Shares, entered into on February 21, 2008.]

II.

In accordance with the provisions of the bylaws of YPF, PEISA filed a tender offer (the "Offer"), whereby it has acquired [*] ordinary book-entry class D shares of the Company, all of them with a par value of $10 (ten pesos) per share and with a right to one (1) vote each, representing [*%] of the Company’s capital stock.

III.

In order to finance PEISA for (i) the acquisition of 0.10% of the capital of YPF under the First Call Option Agreement, and (ii) the acquisition of the shares of YPF under the Offer, PEISA and BANCO SANTANDER S.A. formalized, on [*], the opening of a commercial credit facility for the maximum sum of [*] U.S. Dollars (the “Credit Facility Agreement”).

IV.

REPSOL guaranteed the payment obligations of PEISA under the Credit Facility Agreement, by entering into the Guaranty Agreement (as defined below), dated [*], which is added hereto as Schedule V(1).

(i)

the titles are included only by way of reference and shall not affect the interpretation of the Agreement;

(ii)

the words defined in singular shall include the plural and vice versa;

(iii)

unless the contrary is expressly indicated, any reference to a clause, section, indented paragraph or schedule shall constitute a reference to a clause, section, indented paragraph or schedule of this Agreement;

(iv)

any reference to a document shall include any modification, supplement, amendment or instrument replacing such document, but shall not include any modification, supplement, amendment or replacement instrument which is contrary to the provisions of this Agreement; and

(v)

any reference to any party to a document shall also include its authorized assignees and successors.

(i)

That PEISA is the sole and exclusive owner of the Shares;

(ii)

That the Shares have been validly issued and represent [*] ([*]%) of the capital stock and of the votes of the Company;

(iii)

That PEISA has not assigned, encumbered, transferred or otherwise affected the disposability of the Shares, all of which are (and, except for the Pledge, while they are pledged under the Agreement, the Shares will be at all times) free of rights in rem or personal rights, attachments, inhibitions or preferential rights conferred on third parties, and from any other encumbrance or restriction of a legal, contractual or of any other nature, or impediment, which restricts and/or impedes and/or limits and/or otherwise hinders or impairs the Pledge, the perfection of the Pledge, and/or the full, peaceful and effective exercise by REPSOL of any of its powers, preferential rights, functions, rights, titles and/or interests under this Agreement;

(iv)

That the Pledge constitutes a legal act for which under law and the bylaws PEISA has capacity and is authorized to perform, and creates valid first-ranking preferential rights for the benefit of REPSOL;

(v)

That the Agreement constitutes a valid and binding obligation of PEISA, and may be legally executed in accordance with its terms and conditions, and the Pledge enjoys the privilege and preference expressed herein;

(vi)

That the Pledge has been made in compliance with all the necessary corporate approvals of PEISA, without a violation of any legal, bylaw, assembly or contractual provision;

(vii)

That the conclusion and performance of this Agreement (a) does not violate nor will it violate any agreement to which PEISA is a party, or by which any of its respective assets are bound, (b) except for the provisions of this Agreement, does not nor will it result in the existence of, nor do nor will it oblige ▇▇▇▇▇▇▇▇ to create any encumbrance on any of its respective properties, and (c) does not violate nor will it violate any rule or Applicable Law to which PEISA or any of its respective assets is subject;

(viii)

That no consent, authorization, approval, notification, presentation or any other action of any Person subject to private or public law (including, but not limited to, any Government Authority) is required for the purposes of (a) the creation, perfection and/or performance and/or execution of the Pledge, and (b) the exercise by REPSOL of all its rights envisaged under this Agreement; with the exception of the registration of the Pledge in the relevant share register and, if applicable, in the event of the Sale of the Property to be Executed, the registration of any purchaser of the Shares in the Public Commercial Registry under Article 118 or Article 123 of the LSC and the authorization

(ix)

That beyond the provisions of this Agreement, there is no other condition precedent which must be fulfilled for the purposes of the creation and perfection of the Pledge; and once the Pledge has been entered in the shareholders register all the formalities necessary for the opposability of the Pledge will have been observed;

(x)

That ▇▇▇▇▇▇▇▇ is not in breach of the Credit Facility Agreement, the Guaranty Agreement, or any other agreement, contract, order, resolution or summons, judicial or extrajudicial, which may adversely affect the Pledge and/or any of the rights of REPSOL under this Agreement;

(xi)

That PEISA fulfils each and all of the obligations imposed on it arising from the Credit Facility Agreement and the Guaranty Agreement; and

(xii)

That PEISA fulfills each and all of the obligations imposed on it under the Applicable Laws, regulations and other rules related, and/or in any way linked, to the Shares, the breach of which would have a significant adverse effect on the Pledge.

(i)

To fully and duly fulfill each and all of the obligations imposed on it under this Agreement and all other relevant and reasonable actions which may be necessary for the purpose of protecting the existence and peaceful exercise of the rights of REPSOL hereunder, including, but not limited to the following: (a) to fulfill each and all of the obligations imposed on it under the Applicable Laws, regulations and other rules related, and/or in any other way linked, to the Shares, the breach of which could have a significant adverse effect on the Pledge and the rights of REPSOL under this Agreement, and (b) to immediately lift any kind of precautionary measures and attachments on the Shares which may affect the rights of REPSOL under this Agreement and/or impede the normal operation of the Pledge;

(ii)

To take and adopt, promptly and diligently, all the reasonable measures which may be requested from them by REPSOL (including, but not limited to, the commencement of claims, actions, orders, measures, requests and demands) for the purpose of (a) protecting the title of PEISA to the Shares, and (b) preventing the Pledged Shares from being affected in any way (but excluding any reduction in value or price) which may have a significant adverse effect on the rights of REPSOL under this Agreement. However, REPSOL will be entitled to exercise and adopt by itself the claims, actions, orders, measures, requests and demands which may be necessary if it considers, and limited solely to such purposes, that the rights of REPSOL in relation to the Shares are not adequately protected, bearing the expenses and costs which such claims, actions, orders, measures, requests and demands may generate on behalf of PEISA;

(iii)

To refrain from granting its consent to the performance of any act, waiver or omission which in some way has or may have a substantially adverse effect on the Pledge;

(iv)

To supply to REPSOL, when the latter reasonably so requests, all and any kind of relevant information and reports relating to any aspect relating to the Shares;

(v)

To immediately notify to REPSOL the occurrence of any event or act which may affect the enforceability of the Pledge so that REPSOL may adopt sufficiently in advance all the measures leading to adequate protection of its rights under and in accordance with the provisions of this Agreement and of the Guaranty Agreement, including any litigation, claim, notification or demand relating to the Shares in this respect;

(vi)

To notify any breach of the obligations of PEISA under the Credit Facility Agreement and/or the Guaranty Agreement.

(i)

in private in one or more (successive or simultaneous) sale operations which are not classified as a public offering of the Property to be Executed in accordance with Law No. 17.811 and modifying and complementary provisions and General Resolution No. 368 (T.O. 2001) and modifying, regulatory and complementary provisions (the “Rules”) of the CNV (the “Private Extrajudicial Sale”); and/or

(ii)

at a public auction (the “Auction”) conducted in accordance with the applicable provisions of this Agreement, of Chapter XVII of the Rules of the CNV (“Chapter XVII”), of ▇▇▇▇▇▇▇ de Valores de Buenos Aires S.A. or of any other stock exchange or securities market selected by REPSOL (following the instructions previously referred to) for this purpose, and of any other regulations applicable (the “Public Extrajudicial Sale”).

(i)

PEISA irrevocably and unconditionally waives, to the extent permitted by law, the possibility (a) to invoke Article 1198 –paragraph two- of the Civil Code (lack of provision theory), (b) its right to raise any exception which involves granting security or countersecurity (including, but not limited to, the exception of security for costs (arraigo) and (c) its right to challenge without cause the jurisdiction of the court in which the legal action has been commenced; and

(ii)

the provisions of Articles 9.9 and 9.10. shall be applicable mutatis mutandis where there is no express provision by the applicable procedural legislation in force or the competent judicial authority or insofar as it is allowed by the applicable procedural legislation in force.

(i)

the Property to be Executed may be sold to any one or more national or foreign, natural or legal persons (including, but not limited to, REPSOL and/or any controlling, controlled or related company or a company subject to common control with REPSOL), acting by itself or through authorized representatives with sufficient powers;

(ii)

if REPSOL is the purchaser in such Sale, it shall be exempt from paying any deposit which has been stipulated and may offset the purchase price against the debt of PEISA to REPSOL due to the breach of PEISA of the Secured Obligations without it being necessary to make any disbursement of funds and by the mere grant of a receipt of payment of the Secured Obligations for a sum equal to such price (it being expressly established that in order to acquire the Property to be Executed, REPSOL must participate in the procedures established as if for these purposes third-party bidders were involved); and

(iii)

the Property to be Executed shall be transferred to the purchaser(s) in accordance with the provisions of Article 9.12.

(i)

REPSOL shall send to PEISA the request for information and documentation provided for in Article 4 of Chapter XVII. PEISA shall supply to REPSOL such information and documentation in full and promptly within five (5) Business Days from when it has received the appropriate request by REPSOL, by the supply thereof at the offices of REPSOL and/or in the place or places which REPSOL may decide and notify to PEISA and/or the Company, without prejudice to the judicial actions available to REPSOL to obtain such information and documentation in the event of refusal or reluctance to supply it to REPSOL;

(ii)

the Auction shall be conducted through a stock broker or brokerage firm in accordance with the applicable rules of the stock exchange or securities market where such broker or brokerage firm is registered, in which case the

(iii)

the Auction shall be held on the date which may be decided by REPSOL, which shall be notified by REPSOL to PEISA in accordance with the terms and conditions indicated in a notice which shall be published in accordance with the provisions of Chapter XVII in one or more high-circulation visual media in the Argentinean Republic which may be decided by REPSOL (including, but not limited to, the Official Gazette of the Argentinean Republic, the Gazette of the Buenos Aires Stock Exchange, La Nación and El Cronista Comercial);

(iv)

at the Auction any one or more national or foreign, natural or legal persons (including, but not limited to, REPSOL and/or any controlling, controlled or related company or a company subject to common control with REPSOL), acting by itself or through an authorized representative with sufficient powers, may participate as bidders, and the Property to be Executed may be sold to them;

(v)

if REPSOL is the purchaser at the Auction, it shall be exempt from paying any deposit which has been stipulated and may offset the purchase price against the debt of PEISA to REPSOL due to the Secured Obligations;

(vi)

at the Auction, the Property to be Executed shall be offered, first of all, for a base price equal at least to the sum owed under the Secured Obligations at the value resulting from a prior appraisal of such property and rights made by a prestigious international firm selected by REPSOL (but never less than the amount of the Secured Obligations plus the amount of the taxes, fees (including, but not limited to, legal fees and expenses), costs, expenses, commissions (including, but not limited to, the commission of the firm involved in the appraisal) and all other payments incurred by REPSOL in relation to the Sale (such sum referred to as the “Sum Claimable”). If initially no offer is received on the basis of such base price, REPSOL may arrange the Sale at a price below the Sum Claimable or without a base (such Sale may be carried out on the same day as the initial failed attempt), or postpone the Sale, or act in any other way which may be advisable or appropriate for its interests;

(vii)

the Property to be Executed shall be sold at the Auction to the bidder that offers the purchase price higher than the base price applicable, if any; and

(viii)

the Property to be Executed shall be transferred to the purchaser(s) in accordance with the provisions of Article 9.12.

To PEISA: [*]

To REPSOL: [*]

To the Company [*]:

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Att: ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇

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Structured Finance Area

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Ciudad Grupo Santander

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Edificio Amazonia, segunda planta

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Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

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Att: ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ Dacomo

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FISA CONSULTORES, S.L.

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Calle ▇▇▇▇▇▇▇▇▇ 9, primera planta derecha

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28001 Madrid

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Email: ▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇
             ▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇

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Cc: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇

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J&A GARRIGUES, S.L.P.

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Email: ▇▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇

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Att: Corporate Director of Strategy and Development

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P° de la Castellana no. 278-280

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Cc: Attention: Corporate Director of Legal Affairs

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