-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M4gkwhPq431XyMzUWm996eWcX9wVZX3wyIA1LQiBDQOt/IkjX4o/FRmpCDoZbhd6 NoARh7s0WT88F3/DD1qFFw== 0000903423-08-000944.txt : 20081118 0000903423-08-000944.hdr.sgml : 20081118 20081118162654 ACCESSION NUMBER: 0000903423-08-000944 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20081118 DATE AS OF CHANGE: 20081118 GROUP MEMBERS: ENRIQUE ESKENAZI GROUP MEMBERS: EZEQUIEL ESKENAZI STOREY GROUP MEMBERS: MAT?AS ESKENAZI STOREY GROUP MEMBERS: PETERSEN ENERG?A INVERSORA HOLDING GMBH GROUP MEMBERS: PETERSEN ENERG?A PTY LTD. GROUP MEMBERS: PETERSEN ENERG?A, S.A. GROUP MEMBERS: SEBASTI?N ESKENAZI SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: YPF SOCIEDAD ANONIMA CENTRAL INDEX KEY: 0000904851 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 521612271 STATE OF INCORPORATION: C1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50107 FILM NUMBER: 081198617 BUSINESS ADDRESS: STREET 1: AVENIDA PTE R SAENZ 777-8 PISO CITY: BUENOS AIRES 1364 AR STATE: C1 BUSINESS PHONE: 5413267265 MAIL ADDRESS: STREET 1: AVENIDA PTE R SAENZ 777-8 PISO CITY: BUENOS AIRES STATE: C1 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PETERSEN ENERGIA INVERSORA, S.A. CENTRAL INDEX KEY: 0001435384 IRS NUMBER: 000000000 STATE OF INCORPORATION: U3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: VELAZQUEZ 9, PLANTA 1 CITY: MADRID STATE: U3 ZIP: 28006 BUSINESS PHONE: 541155550103 MAIL ADDRESS: STREET 1: C/O GRUPO PETERSEN, CERRITO 740 CITY: BUENOS AIRES STATE: C1 ZIP: 1010AAP SC 13D/A 1 petersen-13da8_1117.htm

CUSIP No. P9897X131(Class D); 984245100 (ADSs)

13D/A

Page 1 of 14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 8)

YPF Sociedad Anónima (the “Issuer”)

(Name of Issuer)

Class D Common Shares

Par value 10 pesos per share (the “Class D Shares”)

American Depositary Shares, Each Representing One Class D Share (the “ADSs”)

(Title of Class of Securities)

P9897X131 (Class D Shares); 984245100 (ADSs)

(CUSIP Number)

Grupo Petersen

Cerrito 740, 1^oPiso

(C1010AAP) Buenos Aires

Argentina

Attn: Mr. Mauro R. Dacomo

+54 11 55 55 01 03

with a copy to:

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006

Attn: Andrés de la Cruz

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 12, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ].

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on the following pages)

CUSIP No. P9897X131(Class D); 984245100 (ADSs)

13D/A

Page 2 of 14

(Continued on the following pages)

1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Enrique Eskenazi
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
3		SEC USE ONLY
4		SOURCE OF FUNDS AF, BK, OO, PF (See Item 3)
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)o
6		CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Argentina
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER 0 (See Item 5)
			8	SHARED VOTING POWER ADSs: 100,145,077 (representing 100,145,077 Class D Shares)* (See Item 5)
			9	SOLE DISPOSITIVE POWER 0 (See Item 5)
			10	SHARED DISPOSITIVE POWER ADSs: 100,145,077 (which representing 100,145,077 Class D Shares)* (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON ADSs: 100,145,077 (representing 100,145,077 Class D Shares)* (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25.56% of the total Class D Shares outstanding (the 100,145,077 ADSs representing 100,145,077 Class D Shares). (See Item 5)
14	TYPE OF REPORTING PERSON IN

* Each ADS may be exchanged for one Class D Share.

CUSIP No. P9897X131(Class D); 984245100 (ADSs)

13D/A

Page 3 of 14

1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Sebastián Eskenazi
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
3		SEC USE ONLY
4		SOURCE OF FUNDS AF, BK, OO, PF (See Item 3)
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)o
6		CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Argentina
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER 0 (See Item 5)
			8	SHARED VOTING POWER ADSs: 100,145,077 (representing 100,145,077 Class D Shares)* (See Item 5)
			9	SOLE DISPOSITIVE POWER 0 (See Item 5)
			10	SHARED DISPOSITIVE POWER ADSs: 100,145,077 (representing 100,145,077 Class D Shares)* (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON ADSs: 100,145,077 (representing 100,145,077 Class D Shares)* (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25.56% of the total Class D Shares outstanding (the 100,145,077 ADSs representing 100,145,077 Class D Shares). (See Item 5)
14	TYPE OF REPORTING PERSON IN

* Each ADS may be exchanged for one Class D Share.

CUSIP No. P9897X131(Class D); 984245100 (ADSs)

13D/A

Page 4 of 14

1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Matías Eskenazi Storey
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
3		SEC USE ONLY
4		SOURCE OF FUNDS AF, BK, OO, PF (See Item 3)
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)o
6		CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Argentina
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER 0 (See Item 5)
			8	SHARED VOTING POWER ADSs: 100,145,077 (representing 100,145,077 Class D Shares)* (See Item 5)
			9	SOLE DISPOSITIVE POWER 0 (See Item 5)
			10	SHARED DISPOSITIVE POWER ADSs: 100,145,077 (representing 100,145,077 Class D Shares)* (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON ADSs: 100,145,077 (which represents 100,145,077 Class D Shares)* (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25.56% of the total Class D Shares outstanding (the 100,145,077 ADSs representing 100,145,077 Class D Shares). (See Item 5)
14	TYPE OF REPORTING PERSON IN

* Each ADS may be exchanged for one Class D Share.

CUSIP No. P9897X131(Class D); 984245100 (ADSs)

13D/A

Page 5 of 14

1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Ezequiel Eskenazi Storey
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
3		SEC USE ONLY
4		SOURCE OF FUNDS AF, BK, OO, PF (See Item 3)
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)o
6		CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Argentina
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER 0 (See Item 5)
			8	SHARED VOTING POWER ADSs: 100,145,077 (representing 100,145,077 Class D Shares)* (See Item 5)
			9	SOLE DISPOSITIVE POWER 0 (See Item 5)
			10	SHARED DISPOSITIVE POWER ADSs: 100,145,077 (representing 100,145,077 Class D Shares)* (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON ADSs: 100,145,077 (representing 100,145,077 Class D Shares)* (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25.56% of the total Class D Shares outstanding (the 100,145,077 ADSs representing 100,145,077 Class D Shares). (See Item 5)
14	TYPE OF REPORTING PERSON IN

* Each ADS may be exchanged for one Class D Share.

CUSIP No. P9897X131(Class D); 984245100 (ADSs)

13D/A

Page 6 of 14

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Petersen Energía Inversora, S.A.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS BK, OO (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Kingdom of Spain
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0 (See Item 5)
		8	SHARED VOTING POWER ADSs: 2,210,192 (representing 2,210,192 Class D Shares)* (See Item 5)
		9	SOLE DISPOSITIVE POWER 0 (See Item 5)
		10	SHARED DISPOSITIVE POWER ADSs: 2,210,192 (representing 2,210,192 Class D Shares)* (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON ADSs: 2,210,192 (representing 2,210,192 Class D Shares)* (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.56% of the total Class D Shares outstanding (the 2,210,192 ADSs representing 2,210,192 Class D Shares). (See Item 5)
14	TYPE OF REPORTING PERSON CO

* Each ADS may be exchanged for one Class D Share.

CUSIP No. P9897X131(Class D); 984245100 (ADSs)

13D/A

Page 7 of 14

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Petersen Energía Inversora Holding GmbH
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS BK, OO (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Republic of Austria
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0 (See Item 5)
		8	SHARED VOTING POWER ADSs: 2,210,192 (representing 2,210,192 Class D Shares)* (See Item 5)
		9	SOLE DISPOSITIVE POWER 0 (See Item 5)
		10	SHARED DISPOSITIVE POWER ADSs: 2,210,192 (representing 2,210,192 Class D Shares)* (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON ADSs: 2,210,192 (representing 2,210,192 Class D Shares)* (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.56% of the total Class D Shares outstanding (the 2,210,192 ADSs representing 2,210,192 Class D Shares). (See Item 5)
14	TYPE OF REPORTING PERSON HC

* Each ADS may be exchanged for one Class D Share.

CUSIP No. P9897X131(Class D); 984245100 (ADSs)

13D/A

Page 8 of 14

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Petersen Energía, S.A. Petersen Energía Pty Ltd.

CUSIP No. P9897X131(Class D); 984245100 (ADSs)

13D/A

Page 9 of 14

This Amendment No.8 (the “Eighth Amendment”) amends the initial Schedule 13D (the “Schedule 13D”) filed on February 29, 2008, with the Securities and Exchange Commission (the “SEC”), by the Reporting Persons (as defined in the Schedule 13D), with respect to Class D Shares par value 10 Argentine pesos per share (the “Class D Shares”) and American Depositary Shares (“ADSs”) of YPF Sociedad Anónima (“YPF” or the “Issuer”), with each ADS representing one Class D Share. Capitalized terms used but not otherwise defined in this Eighth Amendment have the meaning ascribed to such terms in the Schedule 13D, as amended.

Items 3 to 6 of the Schedule 13D are hereby amended and supplemented to add the following:

Item 3.

Source and Amount of Funds or Other Consideration.

On June 16, 2008, Repsol, PEISA, and Banco Santander entered into a credit agreement for the financing of 100% of (i) the exercise price under the First Option, and (ii) the price paid for the Shares and ADSs acquired pursuant to the U.S. Offer and the Argentine Offer (the “Loan Agreement”, an English translation of which is included as Exhibit 99.20 hereto), in which connection Repsol granted Banco Santader a guaranty on first demand pursuant to a guaranty agreement among Repsol, PEISA and Banco Santander dated June 16, 2008 (the “Guaranty Agreement”, an English translation of which is included as Exhibit 99.21 hereto).

Item 4.

Purpose of the Transaction.

(a)-(b) On November 10, 2008, PEISA paid for and acquired (i) 460,869 Class D Shares pursuant to the Argentine Offer and (ii) 1,356,010 ADSs pursuant to the U.S. Offer (the “Tender Offer Acquisition”). Following the settlement of the Offers, PEISA requested the conversion of the Class D Shares acquired in the Argentine Offer into ADSs.

On November 12, 2008, PEISA entered into a stock purchase and sale agreement among Repsol and certain of its affiliates, Petersen SA, and PEISA (the “First Option Stock Purchase Agreement”, an English translation of which is included as Exhibit 99.22 hereto) and consummated the acquisition of 393,313 ADSs from Repsol pursuant to the First Option (the “First Option Acquisition”).

On November 12, 2008, PEISA pledged the ADSs acquired pursuant to the Tender Offer Acquisition (including by conversion of the Class D Shares) and the First Option Acquisition in favor of Repsol under a pledge and security agreement among PEISA, Repsol and The Bank of New York Mellon, as collateral agent, (the “Pledge and Security Agreement”, a copy of which is included as Exhibit 99.23 hereto).

Following completion of the Tender Offer Acquisition and the First Option Acquisition, the total interest in YPF held by PEISA and by the Eskenazi Family (directly or through any of its affiliates), equals to 0.56 % and 15.46% of the outstanding capital stock of YPF, respectively. The Eskenazi Family may, based on the Second Option, be deemed to beneficially own up to an additional 10% in the outstanding capital stock of YPF.

Item 5

Interest in Securities of the Issuer

CUSIP No. P9897X131(Class D); 984245100 (ADSs)

13D/A

Page 10 of 14

The information set forth under Item 4 is incorporated herein by reference.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Shareholers Agreement

On November 12, 2008, by executing and delivering the First Option Stock Purchase Agreement, PEISA adhered to the Shareholders Agreement, as required by the First Option Agreement.

Option Agreements

The information set forth under Items 3, 4, and 5 and in Exhibits 99.21, 99.22 and 99.23 hereto is incorporated herein by reference.

Other Agreements

The information set forth under Items 3, 4, and 5 and in Exhibits 99.21, 99.22 and 99.23 hereto is incorporated herein by reference.

CUSIP No. P9897X131(Class D); 984245100 (ADSs)

13D/A

Page 11 of 14

Item 7. Material to be Filed as Exhibits

EXHIBIT INDEX

Exhibit Number	Description

99.1*	Share Purchase Agreement, dated February 21, 2008
99.2*	First Share Purchase and Sale Option Agreement, dated February 21, 2008
99.3*	Second Share Purchase and Sale Option Agreement, dated February 21, 2008
99.4*	Shareholders’ Agreement, dated February 21, 2008
99.5*	Seller Credit Agreement
99.6*	Senior Secured Term Loan Facility
99.7*	Chervil Loan Agreement
99.8*	General Deeds of Pledge
99.9*	Petersen PTY Loan Agreements
99.10*	Assignment of Dividend Rights Agreement, dated February 21, 2008
99.11*	Registration Rights Agreement, dated February 21, 2008
99.12*	Direct Agreement, dated February 21, 2008
99.13*	Supplemental Agreement, dated February 21, 2008
99.14*	Options Registration Rights Agreement, dated February 21, 2008
99.15*	Letter Agreement, dated February 21, 2008
99.16*	Letter Agreement, dated February 5, 2008
99.17*	Intercreditor Agreement, dated February 21, 2008
99.18*	Powers of Attorney
99.19*	Joint Filing Agreement
99.20**	Loan Agreement among Banco Santander, Purchaser, and Repsol dated June 6, 2008 (English translation)
99.21	Guaranty Agreement among Banco Santander, Purchaser, and Repsol dated June 6, 2008 (English translation)
99.22	First Option Stock Purchase Agreement among Repsol and certain of its affiliates, PEISA, and Petersen SA, dated November 12, 2008 (English translation)
99.23	Pledge and Security Agreement among PEISA, Repsol, and The Bank of New York Mellon, dated November 12, 2008.

* Previously filed as an Exhibit to the Schedule 13D filed with the SEC on February 29, 2008.

** Previously filed as an Exhibit to Amendment No. 4 to Schedule 13D filed with the SEC on September 11, 2008.

CUSIP No. P9897X131(Class D); 984245100 (ADSs)

13D/A

Page 12 of 14

SIGNATURE

After reasonable inquiry, and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.



Enrique Eskenazi	By: /s/ Mauro Renato José Dacomo
	Mauro Renato José Dacomo
Sebastián Eskenazi	Attorney-in-Fact
	November 18, 2008
Matías Eskenazi Storey

Ezequiel Eskenazi Storey

PETERSEN ENERGIA PTY LTD.

By: Matías Eskenazi Storey
Title: Director


By: Claudio Cánepa
Title: Director

PETERSEN ENERGIA S.A.

By: Mauro Renato José Dacomo
Title: Consejero


By: Ignacio Cruz Morán
Title: Consejero

PETERSEN ENERGIA INVERSORA, S.A HOLDING GMBH

By: Mauro Renato José Dacomo
Title: Managing Director

CUSIP No. P9897X131(Class D); 984245100 (ADSs)

13D/A

Page 13 of 14



By: Ignacio Cruz Morán
Title: Managing Director

PETERSEN ENERGIA INVERSORA, S.A.

By: Mauro Renato José Dacomo
Title: Consejero


By: Ignacio Cruz Morán
Title: Consejero

EX-99.21 2 petersen-13da8ex9921_1117.htm

Exhibit 99.21

GUARANTY AGREEMENT

between

PETERSEN ENERGÍA INVERSORA, S.A.U.

as debtor

REPSOL YPF, S.A.

as Guarantor

and

BANCO SANTANDER, S.A.

Financing Entity

June 6, 2008

APPEARING

Of the one part,

(i)

PETERSEN ENERGÍA INVERSORA, S.A.U. (hereinafter “PEISA”), a Spanish company, with registered office in Madrid, at calle Velázquez, 9, and holder of Tax Identification Number A-85392751, represented for this purpose by Mr. Ignacio Cruz Morán, of legal age and holder of current Argentinean passport number 21763012-N, and by Mr. Mauro Renato José Dacomo, of legal age and holder of current Argentinean passport number 16764606-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 Mr. Martín María Recarte Casanova, 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 Paseo de la Castellana 278, Madrid, holder of Tax Identification Number A-78374725, represented for this purpose by Mr. Fernando Ramírez 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 Mr. Jaime Recarte Casanova, Notary of Madrid, on June 20, 2005, under number 2008 of his protocol, and by Mr. Enrique Hernández Pérez, 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 Mr. Martín María Recarte Casanova, 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 Paseo Pereda, 9-12, 39004 Santander, Cantabria, holder of Tax Identification Number A-39000013, represented for this purpose by Mr. Juan de Porras Aguirre, of legal age, and holder of Identity Card number 24194191-P, and by Mr. Javier Martín Robles, 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. José María de Prada Díez, Notary of Burgos, on March 9, 2007, under number 685 of his protocol, and on March 1, 2002, under number 574 of his protocol, respectively.

WHEREAS

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.

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”).

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,

CLAUSES

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

	In accordance with the provisions of Articles 572.2° et seq of the Civil Procedure Law, for the purpose of making any claim (judicial or extrajudicial), or executing the Guarantee against the Guarantor, the parties expressly agree as follows:
	(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

	The Guarantor makes the representations listed below to the Financing Entity, which are considered essential for the execution of the Credit Facility Agreement:
	(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.

For the purposes of this Agreement, “to the best of its knowledge and understanding” means what an organized and diligent entrepreneur should know or should have known following a prudent investigation.

3.2.	Representations of PEISA
	PEISA makes the representations listed below to the Guarantor:

(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.
	For the purposes of this Agreement, “to the best of its knowledge and understanding” means what an organized and diligent entrepreneur should know or should have known following a prudent investigation.

3.3.	Validity of the representations
	The representations provided in Clause 13.1 and in Clause 3.2 shall be deemed to be repeated by the Guarantor and PEISA, respectively, on each Drawdown Date (as described in the Credit Facility Agreement) by reference to the facts and circumstances existing on that date.

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

		provisions of section 1 (H) above, which may arise in relation to the obligations of PEISA contained in the Credit Facility Agreement. Therefore, the above-mentioned security in rem shall be in force until the full discharge of the obligations incurred by PEISA under the Credit Facility Agreement and any obligations which novate or replace them in the above-mentioned terms.
	(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.
		Such irrevocable power of attorney may only be exercised if following the demand by the Guarantor to PEISA for the latter may fulfill its obligations assumed under this Agreement, PEISA fails to perform them within ten (10) Business Days.

4.2.	Information obligations
	Without prejudice to all other commitments assumed under this Agreement, PEISA undertakes to fulfill the information obligations provided in this clause.

(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
	Without prejudice to all other obligations assumed under this Agreement, PEISA undertakes to fulfill the positive and negative obligations provided in this clause.

(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
	For the purposes of the calculation of the periods envisaged in this Agreement, the definitions contained in this clause shall be used.
	“Hours”: means the time in Madrid, unless expressly stipulated otherwise.
	“Calendar day”: means every day of the Gregorian calendar. Periods indicated in days shall be deemed to be calendar days unless expressly stipulated otherwise.
	“Working day”: (i) the days on which the London inter-bank market is operative for transfers in USD, provided that it is not (ii) Saturday, Sunday, or a public holiday in Madrid, London and Buenos Aires.
	“Week”: means the period between a certain day and the same day of the following week, inclusive.

	“Month”: means the period between a certain day and the same date of the following month, inclusive, unless in the following month that date does not exist, in which case it shall end on the last day of that following month.
	“Quarter” or “three months”: means the period of time between a certain day and the same date of the following third consecutive month of the calendar, inclusive, unless in such third month that date does not exist, in which case it shall end on the last day of that third month.
	“Semester” or “six months”: means the period of time between a certain day and the same date of the following sixth consecutive month of the calendar, inclusive, unless in such sixth month that date does not exist, in which case it shall end on the last day of that sixth month.
	“Year” or “twelve months”: means the period of time between a certain day and the same date of the following twelfth consecutive month of the calendar, inclusive, unless in such twelfth month that date does not exist, in which case it shall end on the last day of that twelfth month.
	The dates established in this Agreement for the fulfillment of any obligation which turns out to be a non-business day shall be deemed to be transferred to the next Business Day, unless it falls within the following month of the calendar, in which case they shall be deemed to be transferred to the immediately previous Business Day. If this gives rise to a greater or lesser duration in a period of time which must end on that payment date, the extension or reduction of the period thus applied shall be deducted or added respectively in the very next period which follows it.
6.	NOTICES

6.1.	Form of serving notices
	Notices between PEISA, the Guarantor and the Financing Entity arising from this Agreement for which a specific form is not provided, shall be served using any means which provides evidence of the dispatch and receipt thereof.
	Communications in writing shall be deemed to be duly served when sent, with the necessary advance notice in each case, by telegram, bureau fax or fax sent to the respective addresses and numbers listed in the following paragraphs, or personally by messenger who obtains acknowledgment of receipt from the addressee. The receipt of issue of the telegram, or the original of the bureau fax or fax containing the receipt thereof at the numbers indicated, shall constitute due proof of the communication, except telegraphic communications or communications by fax (not those sent by bureau fax offered by the Post Office) must be confirmed by letters signed by a person authorized for the communication which has been received, sent by registered mail or by messenger who obtains an acknowledgment of receipt by the addressee or by acknowledgment of receipt responded to by the same channel by the addressee thereof.

6.2.	Addresses
	Those indicated in Schedule 3 are specified as addresses, fax numbers and contact persons of all the parties to this Agreement.

6.3.	New addresses
	Any change in the addresses indicated in this Agreement shall not take effect unless it has been duly notified to the other party at least five (5) days in advance.

7.	ASSIGNMENTS

7.1.	Assignment by the Financing Entity
	The Financing Entity may assign to third parties, in whole or in part, its contractual position under this Agreement, provided that the full or partial assignment of the Credit Facility Agreement has been authorized in advance, in accordance with the provisions of Clause 20 thereof, and provided that, in addition, the following requirements are met:

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.

	The assignments referred to in this Clause 7.1 shall only be binding and shall only take effect in relation to the Guarantor when all the requirements mentioned in the previous paragraphs have been met.

	The Guarantor undertakes, if requested to do so by the assignor or the assignee, and provided that the requirements provided in this clause are met, to personally appear before the Notary that may be designated by the assignor or the assignee at the expense of the assignor or the assignee, to grant its consent to any assignment made and to formalize the novation of the party to this Agreement, and to notify the assignment to the Bank of Spain, if the assignor or the assignee is not resident in Spain, as required from time to time by the applicable legislation.

	The assignor undertakes to send to the Guarantor a certified copy of the deed or attested contract of assignment five (5) days prior to the date on which the assignment takes effect.

7.2.	Assignment by PEISA and the Guarantor
	The contractual position, rights and obligations of PEISA or of the Guarantor may not be assigned or transferred in any event on any basis. PEISA may not grant the consent contained in Clause 20.1 of the Credit Facility Agreement without obtaining in advance the approval of the Guarantor.

8.	JURISDICTION
	The Parties, waiving the forum to which they may be entitled, expressly submit to the jurisdiction of the Courts of the City of Madrid.

9.	APPLICABLE LEGISLATION
	This Agreement shall be governed by and interpreted in accordance with Spanish law applicable in the national territory.

REPSOL YPF, S.A.
____________________________________ P.p. Mr. Fernando Ramírez Marredo	______________________________ P.p. Mr. Enrique Hernández Pérez
PETERSEN ENERGÍA INVERSORA, S.A.U.
____________________________________ P.p. Mr. Ignacio Cruz Morán	______________________________ P.p. Mr. Mauro Renato José Dacomo
BANCO SANTANDER S.A.
____________________________________ P.p. Mr. Juan de Porras Aguirre	______________________________ P.p. Mr. Javier Martín Robles

Exhibit 99.21

SCHEDULE 1

Credit Facility Agreement

SCHEDULE 2

Form of Pledge

SHARE PLEDGE AGREEMENT

This share pledge agreement is entered into in [the City of Buenos Aires, Argentinean Republic], on [*] [*], 2008, between:

(A) PETERSEN ENERGÍA INVERSORA, S.A. (“PEISA”), a Spanish company, registered in Argentina in accordance with the terms of [Article 123 of the LSC (as defined below)], with its registered office at [*], represented for this purpose by [*], with Identity Card number [*], in his capacity as [*], holding sufficient powers to execute this agreement as proven by [*]; and

(B) REPSOL YPF S.A. (“REPSOL”), a Spanish company, registered at the General Inspectorate of Justice of the City of Buenos Aires, in accordance with (i) Article 123 of the LSC, on July 5, 1996, under number 925 of Book 53, Volume "B" of Foreign Bylaws, and (ii) Article 118 of the LSC, on September 8, 1999, under number 1995 of Book 55, Volume "B" of Foreign Bylaws, for the sole purpose of listing its shares on the Buenos Aires Stock Exchange, with registered office at [*], represented for this purpose by [*], holder of Identity Card number [*], in his capacity as [*], with sufficient powers to execute this agreement as proven by [*].

Hereinafter PEISA and REPSOL will be jointly referred to as the “Parties”, and each of them individually as a “Party”.

WHEREAS:

[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).

CONSEQUENTLY, in order for PEISA to counter-guarantee the security obligations assumed by REPSOL under the Guaranty Agreement, the Parties agree to enter into this share pledge agreement (the “Agreement”), in accordance with the following terms and conditions:

ARTICLE 1

INTERPRETATION

1.1. It is expressly established that in this Agreement, unless the context requires otherwise:

(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.

1.2. For the purposes of this Agreement, the following terms shall bear the meanings indicated below:

“Shares” bears the meaning assigned to it in Article 2 of this Agreement.

“Additional Shares” bears the meaning assigned to it in Article 20 of this Agreement.

“Government Authority” means any nation or government, any state, province or other political subdivision thereof, and any entity or authority discharging executive, legislative, judicial, regulatory or administrative duties of or relating to the government, including but not limited to any central bank.

“Property to be Executed” bears the meaning assigned to it in Article 9.1. of this Agreement.

“Caja de Valores” means Caja de Valores S.A.

“Chapter XVII” bears the meaning assigned to it in Article 9.6.(ii) of this Agreement.

“CNV” means the National Securities Commission, or any entity or authority which may replace it in the future.

“Agreement” means this share pledge agreement.

“Credit Facility Agreement” bears the meaning assigned to it in the Recitals of this Agreement.

“Guaranty Agreement” means the Guaranty Agreement entered into between [*], dated [*], attached hereto as Schedule V(2).

“Business Day” means any day on which banking institutions in the Autonomous City of Buenos Aires are not obliged or authorized by law to close.

“Guarantee” means the demand guarantees granted by REPSOL in accordance with the Guaranty Agreement.

“Applicable Law” means, in relation to any Person, its bylaws or other corporate documents thereof, as well as any law, treaty, order, resolution, rule, judicial decision, judgment or arbitral award issued by any court, arbitrator or other Government Authority, applicable in each case to, or binding on, such Person or any of its assets, or to which such Person or any of its assets are subject.

“LSC” means the Companies Law No. 19.550, its modifying and supplementary rules.

“Rules” bears the meaning assigned to it in Article 9.6.(i) of this Agreement.

“Secured Obligations” means the obligations owed by PEISA to REPSOL in the event of the possible execution of the Guaranty Agreement by BANCO SANTANDER S.A. as a result of a breach of PEISA under the Credit Facility Agreement, including, among other obligations, the obligations to pay the principal, plus the interest thereon, commissions, costs, expenses, fees, indemnity and all other charges and payment commitments of any other kind which may be applicable in accordance with the Credit Facility Agreement.

“Offer” bears the meaning assigned to it in the Recitals of this Agreement.

“Party” and “Parties” bears the meaning assigned to it in the heading of this Agreement.

“PEISA” bears the meaning assigned to it in the heading of this Agreement.

“Person” means any natural or legal person, de facto company, enterprise, corporation, limited liability company, trust, entity without legal personality, joint venture, Government Authority or any other entity of any kind.

“Pledge” bears the meaning assigned to it in Article 2.1. of this Agreement.

“REPSOL” bears the meaning assigned to it in the heading of this Agreement.

“Company” means YPF.

“Auction” bears the meaning assigned to it in Article 9.6.(ii) of this Agreement.

“Sum Claimable” bears the meaning assigned to it in Article 9.10 of this Agreement.

“Sale” bears the meaning assigned to it in Article 9.1. of this Agreement.

“Judicial Sale” bears the meaning assigned to it in Article 9.5. of this Agreement.

“Extrajudicial Sale” bears the meaning assigned to it in Article 9.6. of this Agreement.

“Private Extrajudicial Sale” bears the meaning assigned to it in Article 9.6.(i) of this Agreement.

“Public Extrajudicial Sale” bears the meaning assigned to it in Article 9.6.(ii) of this Agreement.

“YPF” means YPF S.A.

ARTICLE 2

PLEDGE

2.1. In order to guarantee to REPSOL the exact and prompt fulfillment at the appropriate time and in the appropriate manner of the Secured Obligations, PEISA hereby grants to REPSOL a first-ranking pledge for up to a total of [*] U.S. Dollars, plus compensatory interest, punitive interest, commissions, fees (including, but not limited to, legal fees), costs, expenses, indemnity and all other charges and payment commitments relating to the Secured Obligations (the “Pledge”), in the terms of Articles 580 to 588 of the Argentinean Commercial Code, Article 219 and like provisions of the Companies Law and Articles 3204 et seq of the Civil Code of the Argentinean Republic, on [*] ordinary book-entry class D shares of the Company (the “Shares”), all of them with a par value of $10 (ten pesos) per share and with a right to one (1) vote each, which as a whole represent [*]% of the capital stock and of the votes of the Company.

2.2. For all relevant legal purposes and in order to comply with the requirements of Article 215, paragraph one, of the LSC, PEISA hereupon notifies the creation of the Pledge to the Company, and the Company, by signing this Agreement, acknowledges notification of such encumbrance, this instrument constituting a sufficient record of such notification. In addition, PEISA undertakes to (i) instruct Caja de Valores to enter the Pledge in the Company’s share register in the name and in favor of REPSOL, at the same time as the signature of this Agreement, and (ii) to supply to REPSOL sufficient evidence, to the satisfaction of REPSOL, of the entry of the Pledge in accordance with the provisions of section (i) above, within 48 hours from when such entry is made.

2.3. In addition, and with the express consent of PEISA, the Company hereby assumes for the full term of the Pledge, the obligation to duly and simultaneously notify to REPSOL (i) any breach by PEISA of its legal and bylaw duties as shareholder, and (ii) any issue or exchange of shares of the Company.

2.4. REPSOL shall exercise the rights and powers arising from the Pledge until the Pledge is discharged in accordance with the provisions of Article 10.

2.3. The Pledge granted under this Agreement (i) shall not transfer, affect, discharge, cancel, novate or otherwise modify the obligations and liabilities of PEISA under and/or in any way related to the Applicable Law, this Agreement, the Credit Facility Agreement and the Guaranty Agreement and PEISA shall continue to be liable from each and all of the items of property which form its assets for the exact and prompt fulfillment of each and all of the obligations under such agreements and of the Secured Obligations and for all other obligations which may arise from such documents and from the Applicable Law in accordance with their respective terms, and (ii) shall not render REPSOL subject to any liability or obligation which PEISA has or may have vis-à-vis any third party or under the Applicable Law subject to the provisions of the Guaranty Agreement in relation to the demand guarantee.

2.4. Since the purpose of this Agreement is to guarantee the due fulfillment of the Secured Obligations, the conclusion of this Agreement and the Pledge made thereunder (i) shall not involve any kind of discharge, novation or modification in any way of the Secured Obligations, and (ii) shall not limit in any way the full liability of PEISA to REPSOL.

2.5. This Agreement and the Pledge shall remain fully in force and valid even when any change occurs in the period, method, form and/or place of payment of the Secured Obligations, and

regardless of any nullity, irregularity or unenforceability of all or part of the Secured Obligations or of any security created in relation to them.

2.6. The Parties expressly agree that if, due to the circumstances of the case, and without prejudice to the provisions and agreements herein, it is considered that a novation has existed,

the Pledge hereby granted must remain fully in force, since REPSOL hereby makes an express reservation for such purpose, in accordance with Articles 803 and like provisions of the Civil Code of the Argentinean Republic.

ARTICLE 3

POLITICAL RIGHTS

3.1. The Parties expressly agree that, during the term of the Pledge, the voting right and all other political rights belonging to the Shares shall be exercised by PEISA, unless the Guarantee granted by REPSOL is executed due to the provisions of the Guaranty Agreement in which case REPSOL, by the mere notification of such circumstance to PEISA and to the Company, will have the voting right and all other political rights belonging to the Shares, and PEISA will not be entitled to claim from REPSOL the execution of a proxy or any authorization to exercise the aforementioned political rights.

ARTICLE 4

RELEASES

4.1. PEISA or the Company will not be allowed in any event to seek full or partial releases of the Pledge on the Shares, except to cancel in advance or cancel the obligations assumed by PEISA under the Credit Facility Agreement and guaranteed by REPSOL by means of the Guaranty Agreement.

ARTICLE 5

OTHER RIGHTS

5.1. For all cases in which, during the term of the Pledge, PETERSEN is entitled to exercise the preemptive right and the right to proportionally increase its shareholding (provided for in Article 194 et seq. of the LSC) relating to the Shares, PETERSEN hereby undertakes to fully exercise such rights at the appropriate time and in the appropriate manner.

5.2. PETERSEN undertakes to refrain from limiting in any way the preemptive rights and the right to proportionally increase its shareholding to which it is entitled under the provisions of Article 197 of the LSC and, in particular, to refrain from adopting a resolution or voting to suspend the preemptive right and the right to proportionally increase its shareholding.

5.3. PEISA undertakes to subscribe and immediately deliver to REPSOL, and to register, present and/or enter, at any time that REPSOL may reasonably request it, PEISA assuming the reasonable expenses involved, any other contract, instrument, information or document, and/or carry out any other act at any registry, agency, department or Person, that is reasonably necessary or appropriate, (PEISA also being required to carry out all additional acts which are reasonably necessary or appropriate) in order to (i) grant and perfect the Pledge arranged under this Agreement, and/or (ii) to grant and protect any preference or guarantee created under this Agreement, and/or (iii) facilitate and allow REPSOL to exercise all the rights which are conferred on it under this Agreement and the realization of the Pledge and/or of the assets and/or rights which constitute the subject-matter thereof (including, but not limited to, the execution of the procedure for the Sale of the Property to be Executed and the exercise of the rights of REPSOL in accordance with Article 9), such as the signature, execution and delivery of any of the documents required by the LSC and/or the Applicable Law for the purposes of the registration of the transfer of ownership of any of the Shares as a result of the Sale of the Property to be Executed, and the making of entries in the shareholders register and in any corporate book and/or instrument which is necessary for such purpose.

5.4. It is expressly established that all the powers and rights which are granted to REPSOL under this Agreement are granted exclusively for the purposes of protecting the Pledge and may not be used for other different purposes.

ARTICLE 6

WARRANTIES AND REPRESENTATIONS

6.1. PEISA warrants and declares as of the date of this Agreement and throughout the full term thereof:

(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 PETERSEN 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

	of the Argentinean Competition Authorities for the acquisition of the Shares by any person;
(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 PETERSEN 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.

6.2. PEISA recognizes that it has made the representations, declarations and warranties referred to in this Agreement so that REPSOL may sign the Guaranty Agreement; and recognizes and agrees that REPSOL has entered into such Guaranty Agreement on the basis of, induced by, and in full trust of the truth and correctness of each and all of the declarations, representations and warranties of PEISA in this Agreement and in the Guaranty Agreement. It is clarified that the falsity, error or inaccuracy of any of such declarations, representations and warranties shall constitute a breach of PETERSEN under this Agreement.

6.3. The rights and remedies of REPSOL in relation to any falsity, error or inaccuracy of any of the representations, declarations and warranties made by PEISA in this Agreement, shall not be prejudiced or affected by any investigation or audit which may be performed or may have been performed by REPSOL and/or its representatives and/or any other person on behalf of and at the order of the aforementioned persons and/or due to any other act whatsoever, or which may be performed by, and/or on behalf and at the order and/or in representation of REPSOL and which, were it not for this Article 6.3., could prejudice and/or affect any of such rights and/or remedies.

ARTICLE 7

OBLIGATIONS

7.1. Except for the sales, transfers and/or assignments intended to cancel in advance or cancel the obligations assumed by PEISA under the Credit Facility Agreement and guaranteed by REPSOL by means of the Guaranty Agreement, PEISA hereby undertakes to refrain from encumbering, selling, transferring, assigning or otherwise disposing of, and not to allow for any reason or due to any circumstance (unless imposed by law) the Shares to be encumbered, sold, transferred, assigned or otherwise disposed of. PEISA also undertakes, in the terms of the legislation in force, not to allow the existence of encumbrances or precautionary measures in relation to the Shares the subject-matter of the Pledge.

7.2. While this Agreement remains in force, PEISA undertakes:

(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.

7.3. PEISA recognizes that REPSOL has agreed to enter into the Guaranty Agreement on the basis of, induced by or in full trust in the commitment of PEISA to fulfill each and all of its respective obligations hereunder and the obligations under the Credit Facility Agreement and the Guaranty Agreement. However, it is expressly clarified that the provisions of Article 7.2 above will not be interpreted as an obligation borne by PEISA to make any contribution, grant of loans or supply of funds of any kind, or to issue guarantees.

7.4. Any of the obligations of PEISA under this Agreement shall be breached due to the mere expiration of the relevant period for the fulfillment thereof in the case of obligations for which a period is stipulated and, in all other cases, due to the receipt of a notification by REPSOL in which the breach claimed is stated, unless a period has been set for the fulfillment thereof in such notification by REPSOL.

ARTICLE 8

BREACH

8.1. In the event of breach by PEISA under the Credit Facility Agreement and/or the Guaranty Agreement REPSOL is hereby irrevocably authorized to proceed to execute the Pledge, subject to the provisions of Article 9 below.

ARTICLE 9

EXECUTION

9.1.If, in accordance with the provisions of Article 8 above, the sale and execution (the “Sale”) of the Shares the subject-matter of the Pledge (the “Property to be Executed”) is admissible, REPSOL shall proceed to arrange such Sale, whether by means of a judicial procedure or an extrajudicial procedure or a combination of both, either en bloc, in fractions or separately.

9.2. The partial Sale of the Property to be Executed may not be interpreted or considered as a waiver of REPSOL of the execution of all the other Property to be Executed.

9.3. The conditions, terms and form of the Sale shall be notified by REPSOL to PEISA and to the Company at least five (5) Business Days prior to the date of commencement of the Sale. REPSOL may suspend the Sale at any time for any reason. Such decision shall be notified by REPSOL to PEISA and to the Company, indicating the reason for such suspension. The suspension of the Sale shall not be considered a waiver of REPSOL of the performance of the Sale at any other subsequent opportunity. In addition, neither such suspension nor the establishment of the Sale may be interpreted as a waiver of REPSOL of the possibility of exercising all its respective rights until the full and definitive cancellation of the Secured Obligations.

9.4. REPSOL is entitled to appoint the auctioneer and all other professionals involved in any Sale carried out in accordance with this Article 9, which is hereby consented to by PEISA.

9.5. If the judicial procedure is chosen for the Sale (the “Judicial Sale”), such Sale shall be conducted with the intervention of the courts referred to in Article 17 of this Agreement in accordance with the Applicable Law.

9.6. If the extrajudicial procedure is chosen for the Sale (the “Extrajudicial Sale”), it shall be carried out, alternatively or simultaneously:

(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 Mercado 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”).

9.7. The options indicated in Articles 9.5. and 9.6. (i) shall not exclude any other procedure or form of Sale allowed by the legislation applicable at present or in the future (to which the

provisions of Articles 9.9. and 9.10., where relevant, shall be applicable mutatis mutandis), and (ii) shall not be irrevocable and, therefore, may be changed for other options insofar as it is allowed by the legislation applicable at present or in the future.

9.8. In the Judicial 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.

9.9. In the Private Extrajudicial Sale:

(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.

9.10. In the Public Extrajudicial Sale:

(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

		stock exchange or securities market (in Argentina or abroad) and the stock broker or brokerage firm shall be selected by REPSOL;

	(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.

9.11. At the same time as the payment of the price of the Property to be Executed by the purchaser(s) thereof, the transfer of such Property to be Executed shall be made, free of the Pledge insofar as the Secured Obligations are canceled, directly to the purchaser(s) of such Property to be Executed, PEISA thereafter assuming the obligation to cooperate so that the Company may issue the relevant shares (if necessary) and make the appropriate entry in the corporate books and, in addition, carry out any other act and/or procedure which is necessary, to facilitate and establish the transfer of ownership of the Property to be Executed. PEISA

9.12. PEISA waives the possibility to commence any claim due to the fact that the price obtained in a private knockdown is lower than that which could have been obtained at a

public knockdown, or that the price obtained in any of such knockdowns is lower than the sum owed.

9.13. If, having applied the funds derived from the Sale of the Property to be Executed to the payment and cancellation of the Secured Obligations, there are surplus funds, such surplus must be made available by REPSOL to PEISA, by crediting the account which PEISA may duly indicate at the sole expense, responsibility and charge of PEISA.

9.14. It is expressly established that if, in accordance with the rules applicable, it is necessary to obtain any authorization before or after the Sale, whether from a private entity or any Government Authority, whether in relation to the identity of the awardee or for any other reason, PEISA reasonably undertakes to actively cooperate with REPSOL, and to carry out any acts which are necessary for the purpose of promptly obtaining such authorization.

ARTICLE 10

TERMINATION

10.1. This Agreement and the Pledge thereby arranged shall be discharged and, consequently, shall be cancelled once (i) PEISA has fully and accurately fulfilled, at the time and in the manner stipulated by law, each and all of its obligations under the Credit Facility Agreement, the Guaranty Agreement, and, where relevant, the Secured Obligations, (ii) the Guaranty Agreement has been definitively annulled for any reason, or (iii) the execution of all the Shares which were pledged under this Agreement is performed, whichever occurs first.

ARTICLE 11

MAINTENANCE OF THE GUARANTEE

11.1. Without prejudice to the provisions of Article 7.3.(ii)(c), if PEISA, for any reason, fails to fulfill any of the payment obligations imposed on it in this Agreement, REPSOL may request the appropriate maintenance and/or precautionary measures.

11.2. The execution by REPSOL of the Pledge on the Property to be Executed may be carried out in a complementary, alternative, or indistinct manner and/or successively. The exercise or execution of any security granted by means of this Agreement may not be interpreted or considered as a waiver of the others, nor may it be observed, challenged or disputed in any way or due to any reason or circumstance, by PEISA.

ARTICLE 12

EXPENSES

12.1. PEISA assumes at its sole expense and, consequently, undertakes to pay to REPSOL and/or credit and/or reimburse to REPSOL, within ten (10) Business Days from when the relevant request is made (to which must be attached the receipts or relevant documentation), the expenses, costs, increased costs, expenses, commissions, fees (including fees of legal advisers) and taxes of any kind, and interest, penalties, and all other ancillary payments which may be applicable, provided that they are reasonable and are incurred as a result of, due to and/or upon: (i)– the performance of this Agreement, including those incurred by REPSOL in order to maintain and preserve, or exercise, any of the rights and remedies of REPSOL, and (ii) the measures, procedures and and/or actions arising from the breach by PEISA of its obligations under this Agreement, the Credit Facility Agreement, or the Guaranty Agreement and, in general, of the Secured Obligations. It is

expressly provided that, as indicated in Article 10.1. of this Agreement, in the event of the discharge of the Pledge, all the expenses, fees, taxes, charges, duties as well as any other levy, which arises from such cancellation, shall be borne by PEISA.

ARTICLE 13

WAIVERS

13.1. PEISA fully and definitively waives the right to claim from REPSOL and/or from its respective officials, representatives, mandatories, directors, employees, advisers and from its respective controlling and controlled persons and those subject to common control, related entities, affiliates and subsidiaries, any indemnity or compensation as a result of any loss or claim related to (i) the exercise by any of such Persons, except in the case of negligence or fraud on their part, of their rights under this Agreement, or (ii) the acts, procedures or transactions envisaged in this Agreement.

ARTICLE 14

INDEMNITY

14.1. PEISA undertakes to defend and hold harmless REPSOL and/or its respective officials, representatives, mandatories, directors, employees, advisers and its respective controlling and controlled persons and those subject to common control, related entities, affiliates and subsidiaries, for and in relation to any loss, payment, claim, damages, liabilities, obligations, contingencies, taxes, fines, penalties, judgments, arbitral awards, expenses, costs, fees and any sum (whether in cash or in kind), arising from any trial, action or procedure caused by, related to, based on, arising from, or linked to, (i) the Secured Obligations and/or any obligations under this Agreement, and/or (ii) any falsehood in any declaration, warranty or undertaking of PEISA under this Agreement and the Credit Facility Agreement, provided that the indemnifiable party has not acted negligently or fraudulently, classified as such by a final judgment of a competent court.

ARTICLE 15

ASSIGNMENT

15.1. Neither of the Parties may assign and/or transfer any of the rights and obligations under this Agreement without the written consent of the other Parties.

ARTICLE 16

LAW AND JURISDICTION

16.1. The conclusion, interpretation and performance of this Agreement and of the obligations and rights arising from this Agreement shall be governed by the laws of the Argentinean Republic.

16.2. For all legal purposes arising from or related to this Agreement, PEISA and REPSOL submit to the jurisdiction of the Ordinary National Commercial Courts sitting in the City of Buenos Aires, waiving any other forum or jurisdiction which may be applicable. Nevertheless, REPSOL, when it acts as plaintiff, may choose the jurisdiction to which to submit the resolution of any dispute.

16.3. PEISA (i) irrevocably and unconditionally waives, insofar as it is allowed by the statutory provisions and regulations applicable, (y) its rights to demand that REPSOL provide security or counter-security, and the possibility to raise any other defense or equivalent exception in any action and/or proceedings against REPSOL in relation to any proceedings and/or action and/or trial pursued or commenced in relation to this Agreement, and (z) the right to challenge without cause the judges of any competent court in any proceedings and/or action and/or trial pursued or

commenced in relation to this Agreement; and (ii) accepts that a final judgment in any of such actions or proceedings may be executed in other jurisdictions through the execution of the judgment or in any other way provided by law.

ARTICLE 17

INSEVERABLITY

17.1. The judicial declaration of nullity, invalidity, non-binding nature and unenforceability of one or more provisions of this Agreement, or of part of such provisions, shall not prejudice the full validity and binding nature of the other parts of such provisions and/or of the other provisions, which shall remain binding between the Parties.

17.2. If the situation described in the previous paragraph arises, the Parties shall pursue alternatives to allow, to the extent that it is legally admissible, the achievement of the purposes pursued, and compliance with the spirit of the provisions affected by the nullity, invalidity, non-binding nature or unenforceability, as close as possible to the initial intention of the Parties.

ARTICLE 18

ADDRESSES

18.1. For all legal purposes arising from this Agreement, PEISA, the Company and REPSOL establish as addresses in the City of Buenos Aires, Argentinean Republic, in the places indicated below, where all communications, summons, demands, claims, appeals and notices, judicial or extrajudicial, which are made due to this Agreement shall be deemed to be valid and binding:

	To PEISA: [*]

	To REPSOL: [*]

	To the Company [*]:

18.2. Such addresses shall continue to exist until they are replaced by another address in the City of Buenos Aires, Argentinean Republic, and such replacement is duly notified five (5) Business Days prior to the date on which it is sought to make such notification.

18.3. Any summons, demand, claim, appeal, notification, consent, request or other communication to be sent or made under this Agreement must be made in writing. Notifications, requests or other communications may be delivered personally, by air courier, registered mail with acknowledgement of receipt, certified return receipt letter, certified telegram or any other means providing evidence of receipt, to the addresses indicated in Article 18.1. or to the new address which was duly notified as indicated in Article 18.2. above, and shall be valid at the time of receipt thereof.

ARTICLE 19

MISCELLANEOUS

19.1. This Agreement may only be modified by the unanimous agreement of the Parties, expressed in writing. The exemptions and any consent or approval of the Parties under any provision hereof, shall not be valid unless they are made in writing, and may be subject to any condition which the Party in question considers appropriate, may be removed or modified at any time, and shall be valid only in the circumstance and for the purpose for which they are granted.

19.2. The rights and obligations of the Parties under this Agreement are established for the benefit of, and are binding on, respectively, the Parties hereto, and their permitted and/or authorized assignees or successors.

19.3. The failure to exercise or delay by any of the Parties in exercising any right, power, prerogative, privilege, action and/or remedy arising from, related to and/or linked to this Agreement shall not be considered a waiver thereof, nor will the partial exercise of any right, power, prerogative, privilege, action and/or remedy impede all other exercise thereof or the exercise of any other right, power, prerogative, privilege, action and/or remedy arising from, related to and/or linked to this Agreement. The rights, powers, prerogatives, privileges, actions and/or remedies provided herein are cumulative and shall not exclude any other right, power, prerogative, privilege, action and/or appeal provided for by any legal provision.

19.4. This instrument contains all the agreements of the Parties relating to the matters addressed therein, and therefore repeals and annuls any agreement, undertaking, understanding and/or prior agreement of the Parties, verbal or in writing, in relation to such matters.

ARTICLE 20

NEW SHARES

20.1 The Pledge shall also automatically and legally extend to any other shares which PEISA is entitled to receive in relation to the Shares during the term of the Pledge due to an exchange, revaluations, merger or spin-off of the Company, due to a new issue of shares to replace the shares held by PEISA subject to the Pledge, since the original issue is considered to be nullified for any reason, and/or for any other reason or due to any other circumstance, the above list being merely by way of example (all such shares and securities referred to as the “Additional Shares”).

(Followed by the signatures page)

In witness thereof, in the place and on the date indicated in the heading thereof, 3 (three) copies are signed in the same terms and for a single purpose.

_______________________

On behalf of PETERSEN ENERGÍA INVERSORA, S.A.U.

Clarification:

Post:

_______________________

On behalf of REPSOL YPF S.A.

Clarification:

Post:

YPF S.A. signs this Agreement for the purpose of granting its approval to the rights and obligations related to the Company.

_______________________

On behalf of YPF S.A.

Clarification:

Post:

Exhibit 99.21

SCHEDULE 3

Notices

For BANCO SANTANDER, S.A.

•

Att: Javier Martín Robles

•

Structured Finance Area

•

Ciudad Grupo Santander

•

Edificio Amazonia, segunda planta

•

28660 Boadilla del Monte, Madrid

	•	Fax: +34 912891106
	•	Email: javmartin@gruposantander.com

For PETERSEN ENERGÍA INVERSORA, S.A.

	•	Att: Mauro Renato José Dacomo
		Ignacio Cruz Morán

•

FISA CONSULTORES, S.L.

•

Calle Velázquez 9, primera planta derecha

•

28001 Madrid

•

Fax: +34 91575 14 47

•

Email: m.dacomo@grupopetersen.com.ar
i.moran@grupopetersen.com.ar

•

Cc: Gonzalo Rivera Gómez

•

J&A GARRIGUES, S.L.P.

•

Calle Hermosilla 3

•

28001 Madrid

•

Fax: +34 913992408

•

Email: gonzalo.rivera@garrigues.com

For REPSOL YPF, S.A.

•

Att: Corporate Director of Strategy and Development

•

P° de la Castellana no. 278-280

•

28046 Madrid (Spain)

•

Fax: +34 91348 04 47

•

Cc: Attention: Corporate Director of Legal Affairs

•

Fax: +34 913486111

EX-99.22 3 petersen-13da8ex9922_1117.htm

Exhibit 99.22

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, 2008

Signature Version

STOCK PURCHASE AND SALE AGREEMENT

In Madrid and Buenos Aires, on November 12, 2008

BY AND AMONG

Parties of the first part,

(1)	Repsol YPF, S.A., the parent company of Grupo Repsol group of companies (hereinafter, “Repsol”), established pursuant to Spanish law on November 12, 1986 in virtue of public articles of incorporation granted before the notary public of Madrid, Mr. Miguel Mestanza Fraguero on the same date under number 4,293 of those of his register, a company duly recorded in the Commercial Registry of Madrid at Volume 7063, 6058 of Section 3^rd of the Companies Book, Sheet 119, Page M-72-059-1. Repsol YPF has its principal executive offices at Paseo de la Castellana 278, 28046 Madrid and its tax identification code (CIF), A-78374725, is current.

	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.

(2)	Repsol Exploración, S.A., (hereinafter, “Repsol Exploración”) established pursuant to Spanish law on May 5, 1965 in virtue of public articles of incorporation granted before the notary public of Madrid Joaquín Enrique Pérez Real on the same date under number 2,098 of those of his register, a company duly recorded in the Commercial Registry of Madrid at Volume 3146, Sheet 1, Page M-53739. Repsol Exploración has its principal executive offices at Paseo de la Castellana 280, 28046 Madrid and its tax identification code (CIF), A-28138873, is current.

	Herein represented by Mr. Marcos Estanislao Mozetic, of age of majority, married, an Argentine national, with professional domicile at Madrid, Paseo de la Castellana 280, and holder of Argentine passport number 10.111.184-N, current, in virtue of a power of attorney granted on October 6, 2004, before the Notary of Madrid Mr. Carlos Rives Gracia, under number 1,658 of his register.

Signature Version

(3)	Caveant, S.A., (hereinafter “Caveant”) established pursuant to A law, with Bylaws recorded with the Inspectorate General of Justice on July 2, 1980 under number 2,415 of Book 95, Volume A of Business Companies. Caveant has its principal executive offices at Buenos Aires, Avda. Presidente Roque S. Peña 777, and its tax identification code (CIF), 30-62881362-7, is current.

	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 485.502-R, current, in virtue of a power of attorney granted on February 14, 2008, before the Notary of Buenos Aires Mr. Carlos Emilio del Río, under folio 110 of his register.

(4)	Repsol YPF Capital, S.L., a company wholly owned by Grupo Repsol (hereinafter, “Repsol YPF Capital”) established pursuant to Spanish laws on December 20, 2002 in virtue of public articles of incorporation granted before the notary public of Madrid Carlos Rives Gracia on the same date under number 4,166 of those of his register, a company duly recorded in the Commercial Registry of Madrid at Volume 18308, Sheet 171, Page M-317473. Repsol YPF Capital has its principal executive offices at Paseo de la Castellana 278, 28046 Madrid and its tax identification code (CIF), B-83505651, is current.

	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 485,502-R, current, in virtue of a power of attorney granted on February 19, 2008, before the Notary of Madrid Mr. Martín Recarte Casanova, under number 590 of his register.

And of the second part,

	PETERSEN ENERGÍA INVERSORA, S.A. (hereinafter, “PEISA”) a company fully held by Messrs. Enrique Eskenazi, Mr. Sebastián Eskenazi, Mr. Matías Eskenazi Storey, and Mr. Ezequiel Eskenazi Storey (hereinafter, all of them, jointly, the “Eskenazi Family”), established pursuant to Spanish laws on March 26, 2008, in virtue of certified articles of incorporation granted before the notary public of Madrid Carlos Rives Gracia on the same day under number 910 of those of his Register, which company is duly registered in the Commercial Registry of Madrid at Volume 25,433, Folio 170, Page M-458,196. PEISA has its corporate domicile at Velásquez, number 9, 1^st Floor, 28046 Madrid and its tax identification code (CIF), A-85392751, is current.

	Herein represented by Mr. Mauro Renato José Dacomo, of age of majority, married, an Argentine national, with professional domicile in Buenos Aires (Argentina), José Pedro Varela 3726, and holder of Argentine passport number 16764606-N, current, in

Signature Version

	virtue of the power of attorney granted on November 10, 2008, before the Spanish consul in Buenos Aires, Mr. Juan José Escobar Stemmann, under number 1,522 of his register.

And the party of the third part,

	PETERSEN ENERGÍA, S.A. (hereinafter, “PESA”), a company established pursuant to Spanish law, for the purposes of this transaction, on July 23, 2007 in virtue of public articles of incorporation granted before the notary public of Madrid, Mr. José Luis Martínez-Gil Vich on the same date under number 2918 of those of his register, a company duly recorded in the Commercial Registry of Madrid at Volume 24588, Folio 88, Page M-442504. Petersen Energía, S.A. has its principal executive offices at Plaza Pablo Ruiz Picasso 1, Torre Picasso, 38^th Floor, 28020, Madrid and its tax identification code (CIF), A-85174621, is current.

	Herein represented by Mr. Mauro Renato José Dacomo, of age of majority, married, an Argentine national, with professional domicile in Buenos Aires (Argentina), José Pedro Varela 3726, and holder of Argentine passport number 16764606-N, current, in virtue of the power of attorney granted on February 11, 2008, before the Notary of Madrid, Mr. Manuel González-Meneses García-Valdecasas under number 186 of his register.

Hereinafter, reference shall be made to Repsol, Repsol Exploración, Caveant, and Repsol YPF Capital, jointly as “Grupo Repsol.” Likewise, Grupo Repsol and PEISA shall be referred to jointly as the “Parties,” and each one of them individually and indistinctly, any of them, as a “Party.”

WHEREAS

On February 21, 2008, Grupo Repsol and PESA, a company fully held by the Eskenazi Family, entered into, among other agreements, a stock purchase and sale agreement, in virtue of which Repsol transferred to PESA 58,603,606 shares of YPF S.A. (hereinafter, “YPF”) under the form of American Depositary Shares (“ADS’s”), issued by The Bank of New York Mellon (hereinafter, “BONY”), representing 14.9% of the capital stock of YPF (hereinafter, the “Purchase and Sale Agreement”).

b)	Also on February 21, 2008, Grupo Repsol and PESA entered into a YPF Shareholders’ Agreement (the “Shareholders’ Agreement”).

Signature Version

On the same date and simultaneous with the signing of the Purchase and Sale Agreement, Grupo Repsol granted the Eskenazi Family two options to acquire from Grupo Repsol, on or after February 21, 2008, and for a period of four (4) years, shares of YPF or representative ADS’s, as a whole, of up to 10.1% of the total YPF capital stock in circulation, through: (i) a first option agreement to purchase YPF shares representing 0.1% of the capital stock of YPF (the “First Option Agreement”) and the “First Option,” respectively; and (ii) a second option agreement to purchase YPF shares representing 10% of the capital stock of YPF.

d)	Pursuant to the provisions of the First Option Agreement, dated May 5, 2008, the Eskenazi Family notified Grupo Repsol of its intention to assign the First Option to PEISA, which was accepted by Grupo Repsol on May 6, 2008.

On May 20, 2008, PEISA, pursuant to the provisions of Clause 5 of the First Option Agreement, notified Grupo Repsol of its desire to exercise the First Option, in order to acquire YPF Class D shares representing 0.1% of the capital stock of YPF. The Strike Price, pursuant to the provisions of Clause 3 f the First Option Agreement, is US$ 34.30013 per Share, totaling, therefore, a total price of US$ 13,490,687 for all of the Shares (393,313, which represent 0.1% of the capital stock of YPF).

Pursuant to the provisions of Article 7 of YPF’s corporate bylaws, and as a result of the exercise of the First Option, PEISA was obligated to make a public offer to purchase all of YPF’s shares, in Argentina and the United States of America (hereinafter, the “Argentine Offer” and the “U.S. Offer,” respectively and, jointly, the “Offers”).

On June 6, 2008, PEISA entered into a loan agreement with Banco Santander, S.A. (“Santander”) through which Santander granted PEISA a commercial loan in the maximum amount of USD 198,500,000 (the “Loan Agreement”) to finance the acquisition by PEISA of (i) the shares or ADS’s to be acquired by exercising the First Option; (ii) the shares and ADS’s to be acquired under the Offers; and (iii) the costs, expenses, and taxes associated with the objectives described in points (i) and (ii), above. In turn, Repsol undertook to guarantee to Santander, jointly and severally and upon first demand, PEISA’s payment obligations under the Loan Agreement through a guaranty agreement entered into on the same date by and among Repsol, Santander, and PEISA (the “Guaranty Agreement”). Under such Guaranty Agreement, PEISA undertake to pledge to Repsol the Class D shares and/or YPF ADS’s acquired by PEISA in the Offers, by exercising the First Option.

Signature Version

h)	In virtue of the provisions of Clause 6.4 of the First Purchase Agreement, exercise of the First Option must take place within a period of ten (10) days after the date on which the statutory Offer process has been completed.

i)	On November 10, 2008, the Offers were settled, and the statutory Offer process was completed.

j)	At the request of PEISA, BONY issued in favor of PEISA 460,869 ADS’s representing 490,869 shares of YPF acquired by PEISA under the Argentine Offer (the “Argentine Offer ADS’s”).

Pursuant to the commitment stipulated in the Guaranty Agreement, the Parties herewith enter into a guaranty agreement (“Pledge and Security Agreement”) with respect to the ADS’s acquired under this Agreement, the ADS’s of the Argentine Offer and 1,356,010 additional ADS’s, acquired in virtue of the U.S. Offer.

l)	PEISA shall subrogate itself to the position of the Eskenazi Family in the Registration Rights Agreement in virtue of the provisions of the Shareholders’ Agreement and the First Option Agreement, assuming, by adhering to it, those rights and obligations of the Eskenazi Family.

Pursuant to the provisions of Clause 6 of the First Option Agreement, it is the intention of the Parties to formalize and perfect the Exercise of the Option, with (i) Repsol proceeding to sell and transfer to PEISA the ADS’s representing the Shares; and (ii) PEISA proceeding to purchase and acquire them, and pay the price for them to Repsol, wherefore they enter into this agreement (hereinafter, the “Agreement”), pursuant to the following

CLAUSES

1.	DEFINITIONS

Unless otherwise resulting from the context, it shall be interpreted that the terms included herein in capital letters or whose first letter is a capital letter have the same meaning as has been assigned to them in the First Option Agreement, as such is defined in Preamble Clause (c) of this Agreement.

2.	RULES OF INTERPRETATION

Signature Version

This Agreement shall be interpreted pursuant to the special precepts established below and the general rules of contract interpretation pursuant to the Applicable Law.

(i)

All the appendices form an integral part of the Agreement, and they have the same validity and effectiveness as if they were incorporated into its main body.

(ii)

References made to clauses are deemed made to clauses of this Agreement.

(iii)

The terms “including,” “included,” “inclusive,” and other similar acceptations should be interpreted as if they were followed by the phrase, “without limitation and merely by way of example.”

(iv)

The terms of “to the best of its knowledge” or “to the best of its knowledge and belief” mean with respect to Grupo Repsol the specific degree of knowledge and/or the degree of knowledge legally required of a member of the board of directors, an officer or director of YPF designated by or at the request of Grupo Repsol.

(v)

Definitions used in singular shall be construed “mutatis mutandis” when used in the plural.

(vi)

Except if otherwise indicated, any reference to “days” shall be construed as “calendar days” or “consecutive days.” When the phrase “business days” appears it shall be construed as referring to the days that are also working days, from Monday to Friday, in the cities of Buenos Aires (Argentina) and Madrid (Spain) and New York (United States).

	(vii)	Any reference in this Agreement to shares or participations in a specific legal person shall include both the shares, the parts of interest, and any other form of participation in the capital of such legal person, as well as any certifies issued by such legal person or any third party representing shares, parts of interest or participation in such legal person, including without implying limitation, “ADS’s,” “ADR’s” and any other certificate of deposit or custody of shares, parts of interest or participation in such legal person.

3.	PURCHASE AND SALE

3.1	Objective

3.1.1	The objective of this Agreement is the purchase and sale by PEISA from Repsol of the Shares, with all their inherent rights and obligations. The Shares are sold to PEISA forming a single and indivisible whole given that the purchase and sale are agreed as a joint sale.

Signature Version

3.2 Purchase and Sale

3.2.1	Repsol sells, assigns, and transfers 393,313 Shares cited in Preamble clause 3), above, free of charges or Liens (as such term is defined in the Purchase and Sale Agreement) of any nature, to PEISA, which acquires them under such conditions, all this pursuant to the terms and conditions of this Agreement (hereinafter, the “Purchase and Sale”).

	For greater clarity, this Purchase and Sale includes any economic rights generated by the Shares from the Exercise Date still not paid to Repsol which must be paid to PEISA, in particular, those derived from the dividend declared by YPF on November 7, 2008.

	In this regard, if Repsol were to receive any payment as a dividend, return of contribution or similar items as owner of the Shares, it shall immediately send such amount to PEISA.

3.3

Delivery and registration of the Shares in the name of the Purchaser and notification to the Company

3.3.1	Repsol shall deliver to PEISA “ADR” certificates representing the Shares, which shall carry a legend in the English language that their circulation has been limited with the agreement of the Depositary (as such term is defined in the Purchase and Sale Agreement) pursuant to the text detailed in Appendix 3.3, and all other acts that are necessary to perfect the registration of the Shares in PEISA’s name at the time this Agreement is signed shall be taken.

4.	PRICE

The price agreed by the parties is US$ 34.30013 per Share; that is, US$ 13,490,687 in total for all of the Shares (hereinafter, the “Price”). Repsol acknowledges having received the Price in full on this same date and, by signing this Agreement, it grants PEISA the most effective payment letter therefor.

5.	CONDITION SUBSEQUENT

Without prejudice to the provisions of the rest of the clauses of this Agreement, Repsol and PEISA agree that the Condition Subsequent (as such term is defined in the Purchase and Sale Agreement) as well as the content of Clause 5 of the Purchase and Sale Agreement, shall be applicable, mutatis mutandis, to this Purchase and Sale, incorporating them by reference.

Signature Version

6. OTHER COMMITMENTS BY THE PARTIES

6.1	Grupo Repsol Representations and Warranties

6.1.1	Grupo Repsol hereby makes, effective on this very date, to PEISA and with respect to all the Shares, the same representations and warranties related to the capacity of Grupo Repsol, ownership of the Shares, the status of YPF and the nonexistence of conflict which are included in the Purchase and Sale Agreement (Clauses 8.1.1 to 8.1.4). Likewise, the representations and commitments stipulated in Clauses 8.1.6, 8.1.7, 8.1.8, and 8.2.4 of the Purchase and Sale Agreement, are deemed herein reproduced.

6.2

Liability of Grupo Repsol for Representations and Warranties

6.2.1	Grupo Repsol shall be liable to PEISA, under the same terms as stipulated in the Purchase and Sale Agreement, for any loss or damage it might cause to PEISA as a result of the breach, incorrectness, omission, or lack of truth of the representations and warranties under the scope of Clause 6.1 of this Agreement.

	If PEISA or PESA make a claim against Grupo Repsol under the scope of Clause 6.1 of this Agreement for damages and injuries derived from any incorrectness, omission, or lack of truth of that stipulated in Clause 8.1.5 of the Purchase and Sale Agreement, the number of YPF shares acquired in virtue of this Agreement shall be calculated together with the 14.9% initially acquired in virtue of the Purchase and Sale Agreement in order to determine the amount of the money damages caused to PEISA and PESA and their possible indemnification and the price thereof shall be added to the price paid in the Purchase and Sale Agreement for the effects of the limit stipulated in Clause 8.3.2 of the Purchase and Sale Agreement.

6.3	Intention to Invest

	PEISA understands that the Shares (as ADR’s) are “restricted securities” (restricted securities) and have not been registered pursuant to the United States Security Act of 1933 (the “1933 Act”) or any securities law of any state of the United States and it acquires the Shares in its own behalf and without a view toward their public sale or distribution, or resale in relation to such public sale or distribution, without prejudice to the right of PEISA, subject to the provisions of this Agreement and the Shareholders’ Agreement, to sell or otherwise dispose of, at any time, all or part of such Shares, as the case may be, pursuant to a valid registration statement in virtue of the 1933 Act or in virtue to an exemption to such registration and pursuant to current federal and state securities laws in the United States. PEISA does not currently have any con tract, plan, or agreement, directly or indirectly, with any person for the distribution of any of the Shares to any person or entity nor

Signature Version

	through any person or entity; it being established, however, that PEISA does not agree to keep any of the Shares for a minimum period of time.

6.4	PEISA’s Adhesion to the Shareholders’ Agreement

6.4.1	By signing this Agreement, and in virtue of the provisions of Clause 7.5.1 of the First Option Agreement, PEISA adheres to the Shareholders’ Agreement.

	In virtue thereof, PEISA shall form, from today, an integral part of the party called “PESA” in such Shareholders’ Agreement and the rights attributed to PESA in it shall be construed attributed jointly and inseparably to PESA and PEISA and the exercise thereof shall be through a single representative.

	However, the following shall not be applicable to PEISA: (i) the restrictions stipulated in Clause 6.1.1 of the Shareholders’ Agreement; (ii) the stipulations made in the sixth paragraph of Clause 6.2, the third paragraph of Clause 6.3, and the third paragraph of Clause 6.4 of the Shareholders’ Agreement; shall not be applicable to PEISA; (iii) the limitation stipulated in point (i) of the first paragraph of Clause 6.4 and (iv) the restrictions stipulated in the first paragraph of Clause 6.7 from the date hereof.

	Any notifications or correspondence which might or must be made to PEISA in relation to the Shareholders Agreement, shall always be made in writing through notarized correspondence or another procedure that proves the delivery and receipt thereof by the addressee, at the following address:

	“Cerrito 740, 1^st City of Buenos Aires Fax number: 54 1155 55 01 00 To the attention of: Mr. Mauro Dacomo and/or Ignacio Moran Email: m.dacomo@grupopetersen.com/are / i.moran@grupopetersen.com.ar”

7.	MISCELLANEOUS STIPULATIONS

7.1

Notifications

7.1.1	Any notifications and correspondence which might or must be made by and between the Parties in relation to this Agreement, shall always be made in writing through notarized correspondence or another procedure that proves the delivery and receipt thereof by the addressee.

	For the effects of notification, the Parties indicate the following addresses:

	(i)	If addressed to PEISA:

		To the attention of: Mr. Mauro Dacomo and/or Ignacio Moran Address: Cerrito 740, 1^st City of Buenos Aires

Signature Version

		Fax number: 54 1155 55 01 00 Email: i.moran@grupopetersen.com.ar

	(ii)	If addressed to Grupo Repsol:

		Paseo de la Castellana No. 278-280 28046 Madrid (Spain) Fax: (34) 91 348 04 47 Attention: Corporate Director of Strategy and Development With a copy to Fax: (34) 91 348 87 85 Attention: Corporate Director of Legal Affairs

7.1.2

Only notification sent to the addresses in the manner indicated above shall be deemed received. Notification sent to a new address of any of the Parties shall only take effect if the addressee Party thereof notified the other Party in advance of a change of address, notifying it pursuant to this stipulation.

7.2

Assignment

7.2.1

Neither PEISA nor Grupo Repsol may assign the right and obligations derived from this Agreement in whole or in part, to any third party unless the other Party expressly agrees in writing thereto, in advance.

7.2.2	Notwithstanding the foregoing, Grupo Repsol shall not deny its consent if PEISA assigns in whole or in part the economic rights, but not the obligations, derived for PEISA from this Agreement tin favor of any person or entity, to guarantee performance of financial obligations assumed at the time of this Purchase and Sale and the Offers.

7.3	Confidentiality

7.3.1

The content of this Agreement shall be entirely confidential, the Parties being obligated not to disclose the content hereof to any third party, except:

(a)

Pursuant to a court or administrative order or another legal obligation;

(b)

In order to demand or facilitate compliance with the rights and obligations derived from this Agreement;

(c)

If applicable, in order to meet the legal or statutory requirements derived from the remaining pacts agreed in the Purchase and Sale Agreement, the First Option Agreement, the Second Purchase Option Agreement, as well as the remaining agreements related to the foregoing;

Signature Version

	(d)	Insofar as necessary, to meet or comply with the reporting obligations that are required with respect to regulatory and supervisory bodies in the capital markets where YPF, Grupo Repsol or, if applicable, the group to which PEISA belongs, are listed.

	(e)	In order to provide information to their advisors and auditors, and when financial institutions reasonably need to know it, provided that they are obligated by law or contract to maintain the confidentiality of the information obtained.

7.3.2

Exceptionally, the Parties shall be authorized to make the mandatory communications required by an official body. The Parties to this Agreement shall agree, insofar as possible, on any mandatory communications.

7.4

Taxes and expenses

7.4.1

All taxes and expenses of any type payable for the granting and execution of this Agreement shall be paid by the Parties pursuant to the law.

7.5

Amendments

7.5.1

This Agreement may only be amended through a written document signed by the Parties, which explicitly refers to this Agreement.

7.6

Divisibility

7.6.1

If any of the Stipulations of this Agreement, or any stipulation included in it in the future, were or became null and void or impossible to perform, the validity or the enforceability of the other Stipulations of this Agreement shall not be affected by such circumstance, except if the efficacy of the latter depend on the former. It shall be construed that the null and void stipulation or the stipulation impossible to perform shall be replaced by an adequate and equitable stipulation which, insofar as legally permissible, approximates insofar as possible the intent and objective of the aforementioned null and void or impossible to perform stipulation.

7.7

Terms

7.7.1

The terms established in number of days stipulated in this Agreement shall commence on the day after the day indicated as reference date.

7.7.2

The terms indicated in weeks shall be calculated from day of the week to day of the week and those indicated in months or years shall be calculated from date to date.

7.7.3

All terms shall be deemed to include the due date, which shall expire at twenty-four hundred hours.

Signature Version

7..4	Terms ending on a day other than a Business Day or a business day in the City of Buenos Aires, Argentina, shall be construed extended to the next Business Day.

7.8	Termination

	This agreement shall be automatically extinguished and voided if the Purchase and Sale Agreement is terminated as a result of the Argentine antitrust authorities not authorizing the purchase stipulated in it or in this agreement.

8.	APPLICABLE LAW AND JURISDICTION

8.1

Applicable Law

8.1.1

This Agreement shall be governed and interpreted as established in Spanish law.

8.2

Jurisdiction

8.2.1

The Parties expressly subject any disagreement or controversy that might arise on this Agreement or its execution, or which is related to it, to legal arbitration, pursuant to the regulation established by the rules and regulations of the International Chamber of Commerce (hereinafter, “CCI”), before (3) arbitrators appointed pursuant to the provisions of this Agreement, the Parties expressly waiving any other forum that might appertain to them.

82.2.

The Parties state that they know and accept the rules and regulations of the CCI, pursuant to whose rules, if applicable, the arbitration proceeding shall take place.

8.2.3

The arbitration proceeding shall take place in the Spanish language in the city of New York (United States of America), in the place designated by the CCI.

8.2.4

The legal arbitration shall be subject to Spanish law and three (3) arbitrators shall hear it. Grupo Repsol and PEISA shall appoint one (1) arbitrator each, the third of them appointed jointly by the arbitrators so appointed. If the first two (2) arbitrators cannot agree on the selection of the third arbitrator, he shall be appointed pursuant to the current rules of the CCI.

8.2.5

Likewise, the prosecution of the arbitration proceeding shall be subject to the rules and regulations of the CCI.

8.2.6

The Parties shall request that the arbitrators include in the arbitration decision an express decision on the costs. The decision on costs shall be proportional to the estimate of the claims of the Parties contained in the arbitration decision.

Signature Version

8.2.7	The arbitration shall in all cases be final and the Parties are bound to perform and to voluntarily go through the provisions of the arbitration decision, within the timeframes set by common accord at the start of the arbitration proceeding. On lack of agreement, the provisions of the CCI Regulation shall be applicable.

8.2.8	Subsidiarily, and if necessary, especially in relation to the forced execution of the arbitration, the holding of the preparatory proceedings as well as the request for injunctions or measures of any other type, the Parties subject themselves, with express waiver of any other forum that might appertain to them, to the Courts and Tribunals of the city of Madrid or the City of Buenos Aires, at the discretion of the Party complainant or petitioner.

And in witness whereof, the Parties sign this Agreement in two copies, Grupo Repsol in Madrid and PESA and PEISA in Buenos Aires, on the date indicated in the heading which is delivered by Grupo Repsol to the Notary of Madrid, Mr. Recarte Casanova, and PESA and PEISA to the Spanish Consul in Buenos Aires, for it to be certified.

REPSOL YPF, S.A.

Mr. Fernando Ramírez Mazarredo

REPSOL EXPLORACIÓN, S.A.

Mr. Marcos Estanislao Mozetic

CAVEANT, S.A.

Mr. Fernando Ramírez Mazarredo

REPSOL YPF CAPITAL, S.L.

Mr. Fernando Ramírez Mazarredo

For PETERSEN ENERGÍA INVERSORA, S.A.

Mr. Mauro Renato José Dacomo

For PETERSEN INVERSORA, S.A.

Mr. Mauro Renato José Dacomo

Exhibit 99.22

APPENDIX 3.3

ADR LEGEND

THE AMERICAN DEPOSITARY SHARES (THE “ADSs”) EVIDENCED HEREBY AND THE CLASS D SHARES OF YPF SOCIEDAD ANÓNIMA (THE “CLASS D SHARES”) REPRESENTED THEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS IN THE UNITED STATES, AND NEITHER THE ADSs NOR THE CLASS D SHARES MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN A TRANSACTION THAT IS EXEMPT FROM OR NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THIS LEGEND MAY NOT BE REMOVED AND THE ADSs EVIDENCED HEREBY MAY NOT BE SURRENDERED FOR WITHDRAWAL OF ANY CLASS D SHARES REPRESENTED BY SUCH ADSs, NOR SHALL A NEW CERTIFICATE IN RESPECT OF THE ADSs EVIDENCED HEREBY BE ISSUED THAT DOES NOT BEAR THIS LEGEND, UNLESS PRIOR TO SUCH EXCHANGE OR ISSUANCE SUCH CLASS D SHARES AND ADSs (1) ARE REGISTERED FOR RESALE UNDER THE SECURITIES ACT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR (2) ARE SOLD OR TRANSFERRED IN ACCORDANCE WITH RULE 144 UNDER THE SECURITIES ACT (ASSUMING THAT THE TRANSFEROR IS NOT AN AFFILIATE OF THE ISSUER) OR IN RELIANCE UPON REGULATION S UNDER THE SECURITIES ACT, AND THE SALE OF SUCH SECURITIES BY ANY SUCH PERSON IS NOT OTHERWISE RESTRICTED UNDER THE SECURITIES ACT, IN EACH CASE, AS CONFIRMED BY AN OPINION OF UNITED STATES COUNSEL THAT IS REASONABLY SATISFACTORY TO THE DEPOSITARY, AND IN COMPLIANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS.

EX-99.23 4 petersen-13da8ex9923_1117.htm

Exhibit 99.23

PLEDGE AND SECURITY AGREEMENT

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”).

WHEREAS, the Borrower and Banco Santander, S.A., a sociedad anónima duly organized and validly existing under the laws of Spain (the “Financing Entity”), are parties to a Credit Facility Agreement dated as of June 6, 2008 (as from time to time amended, the “Credit Agreement”) pursuant to which the Financing Entity agreed to finance the acquisition by the Borrower of (i) 0.1% of the outstanding capital stock of YPF Sociedad Anónima, a sociedad anónima organized under the laws of the Republic of Argentina (“Argentina”)(“YPF” or the “Company”), pursuant to an option granted by the Guarantor (the “First Option”)(the “First Option Acquisition”), (ii) the (x) Class A Shares, Class B Shares, Class C Shares and Class D Shares of YPF (collectively, the “Shares”) and (y) ADSs (each representing one Class D Share of YPF)(together with the Shares, the “Securities”) tendered in the tender offer launched by the Borrower in the United States on September 11, 2008 and which expired on October 20, 2008 (the “U.S. Offer”)(the “U.S. Offer Acquisition”) and (iii) the Shares tendered in the tender offer launched by the Borrower in Argentina on September 11, 2008 and which expired on October 20, 2008 (the “Argentine Offer”)(the “Argentine Offer Acquisition”, and collectively with the First Option Acquisition and the U.S. Offer Acquisition, the “Acquisitions”), evidenced by ADSs upon deposit of such Shares with the Custodian (as defined in the Deposit Agreement) on November 10, 2008.

WHEREAS, the Borrower, the Guarantor, and the Financing Entity are parties to a Guaranty Agreement dated as of June 6, 2008 (as from time to time amended, the “Guaranty Agreement”); and

WHEREAS, to induce the Financing Entity to enter into the Credit Agreement, the Guarantor undertook to guaranty, on demand and on a joint and several basis, the satisfaction of the obligations of the Borrower under the Credit Agreement.

WHEREAS, to induce the Guarantor to enter into the Guaranty Agreement, the Borrower undertook to grant the Guarantor a security interest in the Collateral (as hereinafter defined) as security for the Secured Obligations (as hereinafter defined), all as provided herein.

NOW, THEREFORE, in consideration of the mutual promises, covenants, representations and warranties set forth herein and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto agree as follows:

Section 1. Definitions, Etc.

1.01 Terms Generally. Terms used herein and not otherwise defined herein are used herein as defined in the Guaranty Agreement.

1.02 Certain Uniform Commercial Code Terms. As used herein, the terms “General Intangible”, “Investment Property” and “Proceeds” have the respective meanings set forth in Article 9 of the NYUCC, and the term “Financial Asset” has the respective meaning set forth in Article 8 of the NYUCC.

1.02 Additional Definitions. In addition, as used herein:

“Additional Shares and Rights” means, (a) any shares or securities that the Borrower is entitled to receive or that are payable to it under or in connection with the Collateral, as a result of any exchange, stock-split, revaluations, merger, consolidation, spin-off, and/or replacement of, or exchange for, the Pledged Shares for any other reason or circumstance; and (b) any securities delivered as a result of any reimbursement, redemption, amortization and/or reduction of capital stock (either in whole or in part), liquidation, or dissolution of the Company to the extent related to the Collateral. For the avoidance of doubt, it is hereby agreed that for purpose of this definition any Additional Shares and Rights shall automatically be deemed a “Pledged Share.”

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Agent” means the Collateral Agent and any other agent for the Guarantor appointed by the Guarantor (with the consent of the Borrower).

“American Depositary Shares” or “ADSs” means American Depositary Shares each representing one Class D Share of YPF and represented by American Depositary Receipts issued pursuant to the Deposit Agreement.

“Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York, New York; Madrid, Spain; or Buenos Aires, Argentina are authorized or required by law to remain closed.

“Collateral” has the meaning assigned to such term in Section 3.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Corporate Trust Office” shall mean, with respect to the Collateral Agent, its principal corporate trust office at 101 Barclay Street, 4-East, New York, New York, 10286 Attn: Global Trust Services, (FAX No. (212) 815-5802 or 5803) or such other office as the Collateral Agent may inform the other parties hereof from time to time.

“Deposit Agreement” means the Deposit Agreement dated as of July 1, 1993 among the Company, the Depositary and the owners of American Depositary Receipts issued thereunder.

“Depositary” means The Bank of New York Mellon, formerly known as The Bank of New York, as Depositary under the Deposit Agreement.

“Equity Interests” means shares of capital stock of a corporation, limited liability company interests, partnership interests and other ownership or equity interests of any class in any Person and any right to receive any of the foregoing.

“Event of Default” means any Supuesto de Vencimiento Anticipado as defined in the Credit Agreement.

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“Loans” means any and all loans made by the Financing Entity to the Borrower pursuant to the Credit Agreement and guaranteed by the Guarantor pursuant to the Guaranty Agreement.

“Loan Documents” means, collectively, the Credit Agreement, the Guaranty Agreement, this Agreement and each other agreement delivered by the Borrower to the Financing Entity, the Collateral Agent or the Guarantor in connection with any of the foregoing.

“NYUCC” means the Uniform Commercial Code as in effect from time to time in the State of New York.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, governmental authority or other entity.

“Pledged Shares” means (a) 1,356,010 ADSs acquired by the Borrower pursuant to the U.S. Offer Acquisition and represented by certificate number BNY-14807 issued by the Depositary, (b) 460,869 ADSs evidencing 460,869 Shares initially acquired by the Borrower pursuant to the Argentine Offer Acquisition and represented by certificate number BNY-14805 issued by the Depositary, and (c) 393,313 ADSs acquired by the Borrower pursuant to the First Option Acquisition and represented by certificate number BNY-14806 issued by the Depositary.

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

“Secured Parties” means, collectively, the Guarantor, the Collateral Agent, any other Agents appointed in accordance with this Agreement and, in each case, their respective successors and assigns.

“Secured Obligations” means, all obligations of the Borrower under the Guaranty Agreement to reimburse the Guarantor any amounts paid thereunder by the Guarantor to the Financing Entity including all obligations of the Borrower under the Credit Agreement or applicable law arising as a result of any payments made by the Guarantor pursuant to the Guaranty Agreement, in each case, including, but not limited to, principal of and interest on the Loans and all fees, indemnification payments, expenses and other amounts whatsoever, whether direct or indirect, absolute or contingent, now or hereafter from time to time paid by the Guarantor to the Financing Entity including all interest thereon and expenses related thereto, including any interest or expenses accruing or arising after the commencement of any case with respect to the Borrower under any bankruptcy or insolvency law (whether or not such interest or expenses are allowed or allowable as a claim in whole or in part in such case).

Section 2. Representations and Warranties. The Borrower represents and warrants to the Collateral Agent for the benefit of the Secured Parties that:

2.01 Title. The Borrower is the sole beneficial and legal owner of the Collateral in which it purports to grant a security interest pursuant to Section 3 and no Lien exists upon the Collateral (and no right or option to acquire the same exists in favor of any other Person) other than the security interest created or provided for herein, which security interest constitutes a valid first and prior perfected Lien on the Collateral.

2.02 Names, Etc. The full and correct legal name, type of organization, jurisdiction of organization, organizational ID number (if applicable) and mailing address of the Borrower as of the date hereof are correctly set forth in Annex 1. Annex 1 correctly specifies (a) the place of business of the Borrower or, if the Borrower has more than one place of business, the location of the chief executive office of the Borrower, and (b) each location where any financing statement naming the Borrower as debtor is currently on file.

2.03 Changes in Circumstances. The Borrower has not (a) within the period of four months prior to the date hereof, changed its location (as defined in Section 9-307 of the NYUCC), or (b) except as specified in Annex 1, heretofore changed its name, or (c) heretofore become a “new debtor” (as defined in Section 9-102(a)(56) of the NYUCC) with respect to a currently effective security agreement previously entered into by any other Person.

2.04 Pledged Shares. Annex 2 correctly identifies, as at the date hereof, the ADSs owned by the Pledgor pursuant to the Acquisitions, and such ADSs represent all of the Securities acquired by the Pledgor pursuant to the Acquisitions. The Pledged Shares owned by

the Pledgor are, and all other Pledged Shares in which the Pledgor shall hereafter grant a security interest pursuant to Section 3 will be, (i) duly authorized, validly existing, fully paid and non-assessable (in the case of any Equity Interests issued by a corporation) and (ii) duly issued and outstanding (in the case of any Equity Interest in any other entity), and none of the Pledged Shares is or will be subject to any contractual restriction, or any restriction under the charter, by-laws, partnership agreement or other organizational instrument of the Company, upon the transfer of such Pledged Shares (except for any such restriction contained herein, in the Loan Documents, in the Deposit Agreement, under the charter or the by-laws of the Company or any other organizational instrument of the Company, or under the shareholders agreement among Repsol, certain its Affiliates, Petersen Energía, S.A. dated February 21, 2008). Pledgor has the right and requisite authority to pledge, assign, transfer, deliver, deposit and set over the Pledged Shares pledged by Pledgor to the Collateral Agent for the benefit of the Secured Parties as provided herein.

Section 3. Collateral. This Agreement secures, and the Collateral is security for, the Secured Obligations. As collateral security for the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, the Borrower hereby pledges to the Collateral Agent, and grants to the Collateral Agent for the benefit of the Secured Parties as hereinafter provided, a first priority security interest in all of the Borrower’s right, title and interest in, to and under the following property, in each case whether tangible or intangible, wherever located, and whether now owned by the Borrower or hereafter acquired and whether now existing or hereafter coming into existence (all of the property described in this Section 3 being collectively referred to herein as “Collateral”):

(a) the Pledged Shares and the certificates representing the Pledged Shares;

(b) all securities resulting from a split-up, revision, reclassification or other like change of the Pledged Shares or otherwise received in exchange therefore;

(d) all Proceeds of any of the Collateral, and substitutions and replacements for, any of the Collateral, including all offspring, rents, profits and products of any of the Collateral but excluding any cash dividends, in kind dividends, stock dividends, income or revenue of the Collateral.

Section 4. Further Assurances; Remedies. In furtherance of the grant of the security interest pursuant to Section 3, the Borrower agrees with the Collateral Agent for the benefit of the Secured Parties as follows:

4.01 Delivery and Other Perfection. The Borrower shall promptly from time to time give, execute, deliver, file, record, authorize or obtain all such financing statements, continuation statements, notices, instruments, documents, agreements or consents or other papers and do such other acts and things as may be reasonably required by applicable law or by the Guarantor or the Collateral Agent to create, preserve, perfect, maintain the perfection of or validate the security interest granted pursuant hereto, to enable the Collateral Agent to exercise

and enforce its rights hereunder with respect to such security interest or to otherwise fully effect the purposes of this Agreement, and without limiting the foregoing, shall:

(a) if any of the Pledged Shares, Investment Property or Financial Assets constituting part of the Collateral are received by the Borrower, forthwith deliver to the Collateral Agent any certificates or instruments representing or evidencing the same, duly endorsed in blank or accompanied by such instruments of assignment and transfer in such form and substance as the Guarantor or the Collateral Agent may reasonably request or deem necessary, all of which thereafter shall be held by the Collateral Agent, pursuant to the terms of this Agreement, as part of the Collateral;

(b) keep full and accurate books and records relating to the Collateral, and stamp or otherwise mark such books and records in such manner as the Collateral Agent may reasonably require in order to reflect the security interests granted by this Agreement;

(c) permit representatives of the Collateral Agent, upon reasonable notice, at any time during normal business hours to inspect and make abstracts from its books and records pertaining to the Collateral, and permit representatives of the Collateral Agent to be present at the Borrower’s place of business to receive copies of communications and remittances relating to the Collateral, and forward copies of any notices or communications received by the Borrower with respect to the Collateral, all in such manner as the Collateral Agent may reasonably require; and

(d) if the Deposit Agreement shall be terminated or any other event within or beyond the control of the Borrower shall occur as a result of which the ADSs shall be, or shall be required to be, exchanged for the Class D shares of the Company represented thereby, the Pledgor shall promptly execute and deliver a pledge agreement governed by Argentine law (the “Junior Pledge Agreement”) substantially in the form of the agreement attached as Annex 3 hereto, which Junior Pledge Agreement shall provide a first-ranking pledge for the benefit of the Secured Parties hereunder on the Class D Shares of the Company represented by the Pledged Shares, and cause the Class D Shares to be registered in the name of the Borrower, subject to the lien created pursuant to the Junior Pledge Agreement, provided that at the time of such registration the Borrower shall have executed and delivered to the Collateral Agent the Junior Pledge Agreement. The Borrower shall use commercially reasonable efforts to cause the Company to (i) acknowledge the existence of a pledge of the Class D Shares of the Company under the Junior Pledge Agreement, (ii) cause the Caja de Valores S.A. or any other entity that keeps the registry of the Shares issued by the Company to register such pledge and (iii) take any other action necessary to perfect such pledge under applicable law and to permit the Collateral Agent to exercise its rights and remedies thereunder. Until such time as the Borrower shall have executed and delivered the Junior Pledge Agreement, the Collateral Agent shall be entitled to hold the Class D Shares as Collateral pursuant to the terms of this Agreement. The Borrower hereby acknowledges that the pledge of the Class D Shares of the Company under the Junior Pledge Agreement shall for all purposes constitute a continuation of the security interest created hereunder in the ADSs.

4.02 Other Financing Statements or Control. The Borrower shall not (a) file or suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respect to any of the Collateral in which the Collateral Agent is not named as the sole secured party for the benefit of the Secured Parties, or (b) cause or permit any Person other than the Collateral Agent to have “control” (as defined in Section 9-106 of the NYUCC) of any Investment Property constituting part of the Collateral.

4.03 Preservation of Rights. The Collateral Agent shall not be required to take steps necessary to preserve any rights against prior parties to any of the Collateral and shall not be required to file financing statements or secure the Collateral.

4.04 Pledged Shares. For so long as the Financing Entity has not demanded payment under the guaranty against the Guarantor pursuant to the Guaranty Agreement,

(a) the Borrower shall have the right to exercise all voting, consensual and other powers of ownership pertaining to the Pledged Shares for all purposes not inconsistent with the terms of this Agreement, the other Loan Documents or any other instrument or agreement referred to herein or therein; and the Collateral Agent shall deliver to the Borrower or cause to be executed and delivered to the Borrower all such proxies, powers of attorney, dividend and other orders, and all such instruments received by it, without recourse, as the Borrower may reasonably request for the purpose of enabling the Borrower to exercise the rights and powers that it is entitled to exercise pursuant to this Section 4.04(a);

(b) the Borrower shall be entitled to receive, retain or dispose of any and all cash dividends, interest, principal and other cash distributions paid on or distributed in respect of the Pledged Shares;

(c) the Borrower shall have the right to sell or dispose the Pledged Shares to cancel or prepay any amounts due under the Loans.

4.05 Remedies.

(a) Rights and Remedies Generally upon Default. Upon the occurrence of an Event of Default or breach by the Pledgor of its obligations under the Guaranty, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the NYUCC (whether or not the NYUCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Collateral Agent were the sole and absolute owner thereof (and the Borrower agrees to take all such action as may be appropriate to give effect to such right); and without limiting the foregoing:

(i) the Collateral Agent in its discretion may, in its name or in the name of the Borrower or otherwise, demand, sue for, collect or receive any money or other property

at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so;

(ii) the Collateral Agent may, at the written request of the Guarantor, make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, any of the Collateral;

(iii) the Collateral Agent may require the Borrower to cause the Pledged Shares to be transferred of record into the name of the Collateral Agent or of the Guarantor or their respective nominees; and

(iv) the Collateral Agent may sell, assign or otherwise dispose of all or any part of the Collateral, at such place or places as the Guarantor deems best and so directs, and for cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof (except such notice as is required by applicable statute and cannot be waived), and the Collateral Agent or any other Secured Party or anyone else may be the purchaser, assignee or recipient of any or all of the Collateral so disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Borrower, any such demand, notice and right or equity being hereby expressly waived and released. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned.

The Proceeds of each collection, sale or other disposition under this Section 4.05 shall be transferred to an account of the Collateral Agent (as such account may be established from time to time). The Collateral Agent shall provide to the Borrower prompt notice of the establishment of any such account and all relevant account information for any such account.

(b) Certain Securities Act Limitations. The Borrower recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to retain an investment banker or agent, and thereupon limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. The Borrower and each Secured Party acknowledges that any such private sales may be at prices and on terms less favorable to the Collateral Agent than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that effecting a private sale in lieu of such public sale (as a result of, and as compelled by, such securities law restrictions) will not imply that such private sale, even if resulting in such prices and terms less favorable than such public sale solely by reason of being a private sale, shall not have been made in a commercially

reasonable manner, and further agrees that the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the issuer thereof to register it for public sale.

(c) Notice. The Borrower agrees that to the extent the Collateral Agent is required by applicable law to give reasonable prior notice of any sale or other disposition of any Collateral, ten Business Days’ notice shall be deemed to constitute reasonable prior notice.

4.06 Deficiency. If the proceeds of sale, collection or other realization of or upon the Collateral pursuant to Section 4.05 are insufficient to cover the costs and expenses of such realization and the payment in full of the Secured Obligations, the Borrower shall remain liable for any deficiency.

4.07 Locations; Names, Etc. Without at least 30 days’ prior written notice to the Collateral Agent, the Borrower shall not (i) change its location (as defined in Section 9-307 of the NYUCC), (ii) change its name from the name shown as its current legal name on Annex 1, or (iii) agree to or authorize any modification of the terms of any item of Collateral that would result in a change thereof from one Uniform Commercial Code category to another such category (such as from a General Intangible to Investment Property), if the effect thereof would be to result in a loss of perfection of, or diminution of priority for, the security interests created hereunder in such item of Collateral, or the loss of control (within the meaning of Section 9-104, 9-105, 9-106 or 9-107 of the NYUCC) over such item of Collateral.

4.08 Private Sale. The Secured Parties shall incur no liability as a result of the sale of the Collateral, or any part thereof, at any private sale pursuant to Section 4.05 conducted in a commercially reasonable manner. The Borrower hereby waives any claims against the Secured Parties arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if the Collateral Agent accepts the first offer received and does not offer the Collateral to more than one offeree.

4.09 Application of Proceeds. The Proceeds of any collection, sale or other realization of all or any part of the Collateral pursuant hereto, and any other cash at the time held by the Collateral Agent under this Section 4, shall be transferred, by wire transfer of immediately available funds, to the designated account of the Collateral Agent for application thereof by the Collateral Agent after payment of the fees and expenses (including counsel fees of the Collateral Agent), as instructed by the Guarantor (the information relating to which account shall be provided by the Collateral Agent to the Borrower).

4.10 Attorney-in-Fact. Without limiting any rights or powers granted by this Agreement to the Collateral Agent while no Event of Default has occurred and is continuing, upon the occurrence and during the continuance of any Event of Default, and upon the occurrence of any event contemplated in Section 4.01(d), the Collateral Agent is hereby appointed the attorney-in-fact of the Borrower for the purpose of carrying out the provisions of this Section 4 and taking any action and executing any instruments that the Guarantor may deem necessary or advisable to accomplish the purposes hereof, which appointment as attorney-in-fact

is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, (a) the Collateral Agent shall have the power to appoint any attorney-in-fact for the purpose of carrying out the provisions of this Section 4 and taking any action and executing any instruments that the Guarantor may deem necessary or advisable to accomplish the purposes hereof, (b) so long as the Collateral Agent shall be entitled under this Section 4 to make collections in respect of the Collateral, the Collateral Agent shall have the right and power to receive, endorse and collect all checks made payable to the order of the Borrower representing any dividend, payment or other distribution in respect of the Collateral or any part thereof and to give full discharge for the same, and (c) the Collateral Agent shall have the power to arrange for, including by an agent, Affiliate or nominee, to execute and deliver the Junior Pledge Agreement on behalf of the Borrower and appoint an agent or counsel to carry out any action required to perfect the security interest created thereby, and to appoint an agent to translate the power of attorney granted by this Section 4.10 and to incorporate it in a public deed by a notary public in Argentina.

4.11 Perfection and Recordation. The Borrower authorizes the Guarantor to file Uniform Commercial Code financing statements describing the Collateral as set forth in Section 3.

4.12 Termination. When all Secured Obligations shall have been paid in full, and the obligations of the Guarantor under the Guaranty Agreement shall have finally expired or been terminated, this Agreement shall terminate and the Collateral Agent upon receipt of written notification thereof shall forthwith cause to be assigned, transferred and delivered, against receipt but without any recourse, warranty or representation whatsoever, any remaining Collateral and money received in respect thereof, to or on the order of the Borrower. The Collateral Agent shall also, at the expense of the Borrower, execute and deliver to the Borrower upon such termination such Uniform Commercial Code termination statements and such other documentation as shall be prepared by and reasonably requested by the Borrower to effect the termination and release of the Liens on the Collateral as required by this Section 4.12.

4.13 Releases. The Collateral Agent shall be deemed to have automatically released (without the need for any further action by the Borrower or any other Person) any Lien covering any asset that has been disposed of with the written consent of Guarantor (with a copy delivered to the Collateral Agent).

4.13 Additional Covenants of Borrower. The Borrower agrees as follows:

(a) The Borrower shall not sell, assign, encumber, transfer or otherwise dispose of the Collateral, nor permit any Lien (other than the Lien created by this Agreement) thereon, unless the proceeds thereof are used solely to repay the obligations of the Borrower to the Financing Entity;

(b) The Borrower shall fully and duly fulfill each and all of its obligations under this Agreement and shall take all other reasonable actions necessary to protect the existence, maintenance and exercise of the rights of the Secured Parties hereunder, including, but not limited to: (i) complying with any obligations imposed under the applicable laws and regulations and other rules related, and/or in any other way linked, to the Securities, the breach of which

could have a significant adverse effect on the Pledge and the rights of the Guarantor under this Agreement, and (ii) immediately lifting any kind of injunctions and attachments on the Securities which may affect the rights of the Guarantor under this Agreement and/or impede the normal operation of the Pledge;

(c) The Borrower shall take and adopt, promptly and diligently, all reasonable measures that the Guarantor may request (including, but not limited to, the commencement of claims, actions, orders, measures, requests and demands) for the purpose of (i) protecting the title of the Borrower to the Securities, and (ii) preventing the Pledged Shares from being affected in any way (but excluding any reduction in value or price) that may result in a significant adverse effect on the rights of the Guarantor under this Agreement, provided that the Guarantor, at its own cost and expense, shall be entitled to exercise and adopt by itself the claims, actions, orders, measures, requests and demands that may be necessary if the Guarantor determines that its rights, as they relate to the Securities, are not adequately protected by the Borrower;

(d) The Borrower shall 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 rights of the Secured Parties under this Agreement;

(e) The Borrower shall immediately notify the Guarantor about the occurrence of any event or act which may adversely affect the enforceability of the Pledge so that the Guarantor 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, including any litigation, claim, notification or demand relating to the Securities in this respect;

(f) The Borrower shall notify the Guarantor of any breach of the obligations of the Borrower under the Credit Agreement and/or the Guaranty Agreement; and

(g) Upon the reasonable request of the Guarantor, the Borrower shall supply to the Guarantor relevant information and reports relating to the Securities.

Section 5. Collateral Agent

The Guarantor hereby irrevocably appoints the Collateral Agent as its agent under this Agreement and authorizes the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to such Agent by this Agreement, together with such actions and powers as are reasonably incidental thereto. The Collateral Agent acknowledges the Guaranty Agreement, with the understanding that the Collateral Agent assumes no obligations under the Guaranty Agreement, and shall not be liable thereunder.

No Agent shall have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) no Agent shall be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing, (b) no Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby and

that such Agent is required to exercise in writing by the Guarantor and for which the Agent is indemnified to is satisfaction, and (c) except as expressly set forth herein, no Agent shall have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower that is communicated to or obtained by the Person serving as Agent or any of their Affiliates in any capacity. No Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Guarantor or in the absence of its own gross negligence or willful misconduct. No Agent shall be deemed to have knowledge of any Event of Default unless and until written notice thereof is given to such Agent by the Borrower or the Guarantor at its Corporate Trust Office and referencing this Agreement and specifying the Event of Default, and no Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in this Agreement, other than to confirm receipt of any items expressly required to be delivered to such Agent.

The Collateral Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person. The Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall not incur any liability for relying thereon. The Collateral Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

The Collateral Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents (including any branch, other office, Affiliate or nominee of such Agent) appointed by such Agent. The Collateral Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of the Agents and any such sub-agent, and shall apply to their respective activities in connection with their activities as Agent. The Collateral Agent shall not be liable for negligence by an agent appointed with due care.

The Collateral Agent may resign at any time by notifying the Guarantor and the Borrower. Upon any such resignation, the Guarantor shall have the right to appoint a successor and, except if an Event of Default shall have occurred and be continuing at the time of such resignation, that is reasonably satisfactory to the Borrower, provided that, if the Borrower shall fail to provide its consent to any successor proposed to the Borrower in writing by the Guarantor within ten days after receipt of such proposal, such successor shall be deemed to be reasonably satisfactory to the Borrower. The Collateral Agent’s resignation shall not be effective until a

successor Collateral Agent shall have been appointed by the Guarantor and shall have accepted such appointment; provided that, if no such successor shall have been so appointed by the Guarantor and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may on behalf of the Guarantor appoint a successor Collateral Agent meeting the qualifications set forth above, or petition a court of competent jurisdiction to appoint a successor. Upon the acceptance of its appointment as an Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent, shall be discharged from its duties and obligations hereunder (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an Agent’s resignation hereunder, the provisions of this Section shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

The Guarantor acknowledges that it has, independently and without reliance upon the Collateral Agent and based on such documents and information as it has deemed appropriate, made its own decision to enter into this Agreement. The Guarantor also acknowledges that it will, independently and without reliance upon the Collateral Agent and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

Beyond the exercise of reasonable care in the custody thereof, the Collateral Agent shall have no duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto. The Collateral Agent shall not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any security interest in the Collateral. The Collateral Agent shall be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which other collateral agents accord similar property. The Collateral Agent shall not be liable or responsible for any loss or diminution in the value of any of the Collateral, including by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Collateral Agent in good faith.

The Collateral Agent shall not be responsible for: (i) the existence, genuineness or value of any of the Collateral, (ii) the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes gross negligence, bad faith or willful misconduct on the part of the Collateral Agent, (iii) the validity or sufficiency of the Collateral or any agreement or assignment contained therein, (iv) the validity of the title of the Borrower to the Collateral, (v) insuring the Collateral, (vi) the payment of taxes, charges, assessments or Liens upon the Collateral, (vii) filing of financing or continuation statements or (viii) otherwise as to the maintenance of the Collateral. The

Collateral Agent shall have no duty to ascertain or inquire as to the performance or observance of any of the terms of this Agreement by other parties to this Agreement or related transaction documents.

The Collateral Agent shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement.

The Collateral Agent shall not be deemed to have notice of any Event of Default unless the Collateral Agent has received written notice of any event that constitutes an Event of Default at the Corporate Trust Office, and such notice references this Agreement.

The rights, privileges, protections, immunities and benefits given to the Collateral Agent, including its right to be indemnified, are extended to, and shall be enforceable by, the Collateral Agent in each of its capacities hereunder, and each officer, director, employee, and agent, custodian and other Person employed to act hereunder.

The Collateral Agent may request that the Borrower deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Agreement.

Any power conferred on the Collateral Agent to enforce remedies is permissive and, unless instructed by the Guarantor pursuant to the terms hereof, shall not be deemed to be a duty, rather than a right. The Collateral Agent shall not have any duty to exercise any remedy if it has not been directed in writing to do so by the Guarantor and provided with an indemnity reasonably satisfactory to it.

The Collateral Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of the Guarantor pursuant to this Agreement, unless the Guarantor shall have offered to the Collateral Agent security or indemnity satisfactory to the Collateral Agent against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

In no event shall the Collateral Agent be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God.

Nothing herein shall require the Collateral Agent to expend or risk its own funds, unless appropriate indemnities are provided hereunder. Each party agrees that the Guarantor may appoint other Agents with (so long as no Event of Default shall have occurred and be continuing) the prior written consent of the Borrower, not to be unreasonably withheld or delayed.

Section 6. Miscellaneous.

6.01 Notices. All notices, requests, consents and demands hereunder shall be in the English language (or accompanied by a certified translation) and in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

	(i)	if to the Borrower, to it at:
		Petersen Energía Inversora, S.A.U. c/o Grupo Petersen Cerrito 740, Piso 1 (C1010AAP) Buenos Aires Argentina Attn: Mauro Dacomo Facsimile: + 54 11 5 555 0162
	(ii)	if to the Collateral Agent, to it at:
		The Bank of New York Mellon Global Trust Services 101 Barclay Street 4E New York, NY 10286 Facsimile: +1 (212) 815-5802 or 5803
		and
	(iii)	if to the Guarantor, to it at:
		REPSOL YPF, S.A. Paseo de la Castellana 278 28046 Madrid Spain

	Attn:	Chief Financial Officer
		Facsimile: +34 91 348 7199
		Corporate Director of Legal Services
		Facsimile: +34 91 348 8785
		Corporate Director of Tax and Finance
		Facsimile: +34 91 348 8846

Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt.

6.02 No Waiver. No failure or delay by any Secured Party in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial

exercise of any such right, power or remedy, or any abandonment or discontinuance of steps to enforce such a right, power or remedy, preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The rights, powers and remedies of the Secured Parties hereunder are cumulative and are not exclusive of any rights, powers or remedies that the Secured Parties would otherwise have.

6.03 Amendments, Etc. The terms of this Agreement may be waived, or amended or modified only by an instrument in writing duly executed by the Borrower, the Collateral Agent and the Guarantor. Any such waiver, amendment or modification shall be binding upon the Secured Parties and the Borrower.

6.04 Costs and Expenses.

(a) The Borrower agrees to reimburse each of the Secured Parties for all costs and expenses incurred by them (including the fees and expenses of legal counsel) in connection with (i) preparation, execution, and delivery of this Agreement and all related documents by the Collateral Agent; (ii) compliance with this Agreement and any enforcement or collection proceeding related to this Agreement resulting from this Agreement, the Credit Agreement or the Guaranty Agreement, including all manner of participation in or other involvement with (w) performance by the Collateral Agent of any obligations of the Borrower in respect of the Collateral that the Borrower has failed or refused to perform, (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, or any actual or attempted sale, or any exchange, enforcement, collection, compromise or settlement in respect of any of the Collateral, and for the care of the Collateral and defending or asserting rights and claims of the Collateral Agent in respect thereof, by litigation or otherwise, including expenses of insurance, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (iii) the enforcement of this Section 6.04, and all such costs and expenses shall be Secured Obligations entitled to the benefits of the collateral security provided pursuant to Section 3.

(b) The Borrower further agrees: (i) to pay to the Collateral Agent from time to time such compensation as the Borrower and the Collateral Agent shall from time to time agree in writing for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust), (ii) except as otherwise expressly provided herein, to reimburse the Collateral Agent upon its request for all reasonable expenses, disbursements and advances incurred or made by the Collateral Agent in accordance with any provision of this Agreement (including the compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its gross negligence or bad faith and (iii) to indemnify each of the Collateral Agent or any predecessor and their respective officers, employees, directors, counsel and agents for, and to hold them harmless against, any and all loss, damage, claims, liability or expense, including taxes (other than taxes based upon, measured by or determined by the income of the Collateral Agent) arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Borrower or any other Person) or

liability in connection with the exercise or performance of any of its powers or duties hereunder, or in connection with enforcing the provisions of this Section 6.04(b), except to the extent that such loss, damage, claim, liability or expense is attributable to its, his or her own negligence or bad faith.

(c) In case of enforcement of the Collateral, the Collateral Agent shall be paid its fees, costs and expenses due and payable from the proceeds of such enforcement prior to distribution of such proceeds to the Guarantor in accordance with the terms of the Loan Documents.

(d) The provisions of this Section 6.04 shall survive the termination of this Agreement and the resignation and removal of the Collateral Agent.

6.05 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Borrower and the Secured Parties and the respective successors and assigns thereof (provided that the Borrower may not assign or transfer its rights or obligations hereunder without the prior written consent of the Collateral Agent).

6.06 Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.

6.07 Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

6.08 Governing Law; Jurisdiction; Etc.

(a) Governing Law. This Agreement shall be construed in accordance with and governed by the law of the State of New York.

(b) Submission to Jurisdiction in U.S. Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York in the Borough of Manhattan, and any appellate court from any thereof, in any suit, action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such suit, action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such federal court. Each of the parties hereto agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Collateral Agent, any other Agent or the Guarantor may otherwise have to

bring any suit, action or proceeding relating to this Agreement against the Borrower or its properties in the courts of any jurisdiction.

(c) Waiver of Venue. Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in the first sentence of paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court.

(d) Process Agent. The Borrower irrevocably appoints CT Corporation System (the “Process Agent”), with an office on the date hereof at 111 Eighth Avenue, New York, New York 10011, as its agent and true and lawful attorney-in-fact in its name, place and stead to accept on behalf of the Borrower and its property and revenues service of copies of the summons and complaint and any other process which may be served in any suit, action or proceeding brought in the State of New York arising out of or relating to this Agreement, and the Borrower agrees that the failure of the Process Agent to give any notice of any such service of process to the Borrower shall not impair or affect the validity of such service or, to the extent permitted by applicable law, the enforcement of any judgment based thereon. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by the law.

6.09 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

6.10 Captions. The captions and Section headings appearing herein are included solely for convenience of reference, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

6.11 Agents and Attorneys-in-Fact. The Collateral Agent may employ agents and attorneys-in-fact in connection herewith and shall not be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written.

PETERSEN ENERGÍA INVERSORA, S.A.U.

By_________________________________

Name:

Title:

Signature Page to Pledge and Security Agreement

S-1

THE BANK OF NEW YORK MELLON,

as Collateral Agent

By_________________________________

Name:

Title:

Signature Page to Pledge and Security Agreement

S-2

REPSOL YPF, S.A., as Guarantor

By_________________________________

Name:

Title:

By_________________________________

Name:

Title:

Signature Page to Pledge and Security Agreement

S-3

ANNEX 1

FILING DETAILS

See Sections 2.02 and 2.03 and 4.07

CHIEF EXECUTIVE OFFICE AND MAILING ADDRESS

Petersen Energía Inversora, S.A.U.

Registered Office: Velazquez 9, Planta 1,

28006 Madrid, Spain

Mailing Address and Chief Executive Office: c/o Grupo Petersen, Cerrito 740, Piso 1 (C1010AAP), Buenos Aires, Argentina

JURISDICTION OF ORGANIZATION

Petersen Energía Inversora, S.A.U., is a sociedad anónima duly organized and validly existing under the laws of the Kingdom of Spain.

ORGANIZATIONAL ID NUMBER

NIF (Número de Identificación Fiscal): A-85392751

Annex 1-1

ANNEX 2

PLEDGED SHARES

See Section 2.04

Type of Shares	Issuer	Certificate #	Registered Owner	# of Shares
American Depositary Shares (acquired pursuant to U.S. Offer)	The Bank of New York Mellon	BNY-14807	Petersen Energía Inversora, S.A.U.	1,356,010
American Depositary Shares (evidencing Shares acquired pursuant to Argentine Offer)	The Bank of New York Mellon	BNY-14805	Petersen Energía Inversora, S.A.U.	460,869
American Depositary Shares (acquired pursuant to the First Option)	The Bank of New York Mellon	BNY-14806	Petersen Energía Inversora, S.A.U.	393,313

Annex 2-1

ANNEX 3

JUNIOR PLEDGE AGREEMENT

[See Attached]

Annex 3-1

ANNEX 3 TO PLEDGE AND

SECURITY AGREEMENT

[Form of Junior Pledge Agreement]

In case of contradiction between the Spanish version of the Form of Junior Pledge Agreement attached to the Guaranty Agreement and this English version, the Spanish version will prevail

STOCK PLEDGE AGREEMENT

Stock pledge agreement entered into in [the City of Buenos Aires, Argentina], on this [•] day of [•], 2008, by and between:

(A) PETERSEN ENERGÍA INVERSORA, S.A. (“PEISA”), a corporation organized under the laws of Spain, registered in Argentina pursuant to [Section 123 of the BCL (as defined herein)], with principal place of business at [•], represented for the purposes hereof by [•], bearer of Identity Document (D.N.I.) No. [•], in his capacity as [•], with sufficient powers to execute this agreement as evidenced through [•]; and

(B) REPSOL YPF S.A. (“REPSOL”), a corporation organized under the laws of Spain, registered in the Superintendency of Corporations of the City of Buenos Aires pursuant to (i) Section 123 of the BCL, on July 5, 1996, under No. 925, Book 53, Volume “B” of Foreign Bylaws, and (ii) Section 118 of the BCL, on September 8, 1999, under No. 1995, Book 55, Volume “B” of Foreign Bylaws, for the sole purpose of listing its shares on the Buenos Aires Stock Exchange, with principal place of business at [•], represented for the purposes hereof by [•], bearer of Identity Document (D.N.I.) No. [•], in his capacity as [•], with sufficient powers to execute this agreement as evidence through [•].

Hereinafter PEISA and REPSOL shall be jointly referred to as the “Parties”, and individually as a “Party”.

RECITALS:

I.	[PEISA acquired from REPSOL [●] common, book-entry, Class D shares in the Company (as defined below) with a par value of $10 (Pesos ten) and one (1) vote per share, representing 0.10% of the capital stock of the Company, pursuant to a certain First Purchase Option Agreement dated February 21, 2008]

II.

Pursuant to the provisions of YPF bylaws, PEISA made a public tender offer (the “Offer”) whereby it acquired [●] common, book-entry, Class D shares with a par value of $10 (Pesos ten) and one (1) vote per share, representing [●%] of the capital stock of the Company.

III.

For the purpose of providing PEISA financing (i) to purchase 0.10% of the capital stock of YPF under the First Purchase Option Agreement and (ii) to purchase the YPF shares under the Offer, PEISA and BANCO SANTANDER S.A. formalized on [●] the granting of a commercial credit in a maximum amount of United States dollars [●] (the “Credit Agreement”).

IV.

REPSOL secured PEISA’s payment obligations under the Credit Agreement through the execution of a certain Security Agreement (as defined below) dated [●], attached hereto as Exhibit V(1).

NOW THEREFORE, for PEISA to counter-guarantee the security obligations assumed by REPSOL under the Security Agreement, the Parties agree to execute this stock pledge agreement (the “Agreement”), pursuant to the following terms and conditions:

Annex 3-3

SECTION 1

INTERPRETATION

1.1. It is expressly established that in this Agreement, unless the context otherwise requires:

(i)

headings are included for the ease of reference solely and shall not affect the interpretation of the Agreement;

(ii)

definitions used in singular shall include the plural and vice versa;

(iii)

unless otherwise expressly stated herein, any reference to a section, paragraph, subsection or exhibit shall be a reference to a section, paragraph, subsection of or exhibit to this Agreement;

(iv)

any reference to a document shall include any amendment, supplement, modification or substitute instrument of such document but shall not include any amendment, supplement, modification or substitute instrument conflicting with the provisions of this Agreement, and

(v)

any reference to any party to a document shall also include such party’s successors and permitted assigns.

1.2. For the purpose of this Agreement, the following terms shall have the meanings established below:

“Shares” has the meaning assigned in Section 2 hereof.

“Additional Shares” has the meaning assigned in Section 20 hereof.

“Governmental Authority” means any nation or government, any state, province or other political subdivision thereof and any entity or authority performing executive, legislative, judicial, regulatory, administrative or government-related functions, including without limitation, any central bank.

“Assets to be Foreclosed” has the meaning assigned in Section 9.1 hereof.

“Caja de Valores” means Caja de Valores S.A.

“Chapter XVII” has the meaning assigned in Section 9.6.(ii) hereof.

“CNV” means Comisión Nacional de Valores (Argentine Securities and Exchange Commission) or any entity or authority that replaces it in the future.

“Agreement” means this stock pledge agreement.

“Credit Agreement” has the meaning assigned in the Recitals hereof.

“Security Agreement” means a certain Security Agreement entered into by and between [?], dated [?], attached hereto as Exhibit V(2).

“Business Day” means any day in which banks in the City of Buenos Aires are not required or authorized by law to remain closed.

- 4 -

“Security” means such on-demand securities given by REPSOL under the Security Agreement.

“Applicable Law” means, in connection with any Person, its bylaws or other corporate instruments as well as any statute, treaty, order, resolution, rule, judicial decision, decree or arbitration award issued by any court, arbitrator or other Governmental Authority, applicable to or mandatory for, in each case, such Person or any of its assets or by which such Person or any of its assets is bound.

“BCL” means Business Company Law No. 19,550, as amended and supplemented.

“Rules” has the meaning assigned in Section 9.6.(i) hereof.

“Secured Obligations” means the obligations of PEISA to REPSOL in case of a possible enforcement of the Security Agreement by BANCO SANTANDER S.A. as a consequence of any breach by PEISA under the Credit Agreement including, among other obligations, the obligations to pay the principal plus any interest thereon, commissions, costs, expenses, fees, indemnification and other charges and payment commitments of any nature under the Credit Agreement.

“Offer” has the meaning assigned in the Recitals hereof.

“Party” and “Parties” has the meaning assigned in the preamble hereof.

“PEISA” has the meaning assigned in the preamble hereof.

“Person” means any individual or legal entity, de facto company, firm, corporation, limited liability company, trust, unincorporated entity, joint venture, Governmental Authority or any other entity.

“Pledge” has the meaning assigned in Section 2.1. hereof.

“REPSOL” has the meaning assigned in the preamble hereof.

“Company” means YPF.

“Auction” has the meaning assigned in Section 9.6.(ii) hereof.

“Required Amount” has the meaning assigned in Section 9.10 hereof.

“Sale” has the meaning assigned in Section 9.1. hereof.

“Foreclosure Sale” has the meaning assigned in Section 9.5. hereof.

“Out-of-Court Sale” has the meaning assigned in Section 9.6. hereof.

“Private Out-of-Court Sale” has the meaning assigned in Section 9.6.(i) hereof.

“Public Out-of-Court Sale” has the meaning assigned in Section 9.6.(ii) hereof.

“YPF” means YPF S.A.

SECTION 2

PLEDGE

- 5 -

2.1. In order to secure to REPSOL the faithful and timely performance of the Secured Obligations, PEISA hereby creates in favor of REPSOL a first security interest in a maximum amount of United States Dollars [●], plus regular and penalty interest, commissions, fees (including without limitation, attorneys’ fees), costs, expenses, indemnification and other charges and payment commitments pertaining to the Secured Obligations (the “Pledge”), pursuant to the terms of Sections 580 through 588 of the Argentine Commercial Code, Section 219 and related sections of the Business Company Law and Sections 3204 and subsequent sections of the Argentine Civil Code, on [●] common, book-entry, Class D shares in the Company (the “Shares”), with a par value of $10 (Pesos ten) and one (1) vote per share, representing in the aggregate [●]% of the capital stock and voting rights of the Company.

2.2. For all relevant legal purposes and in order to comply with the provisions of Section 215, first paragraph, of the BCL, PEISA hereby gives notice to the Company of the creation of the Pledge and the Company, by executing this Agreement, acknowledges receipt of such notice. Likewise, PEISA undertakes to (i) instruct Caja de Valores to register, simultaneously with the execution of this Agreement, the Pledge in the stock ledger of the Company to the name of REPSOL and (ii) give REPSOL sufficient evidence, to REPSOL’s satisfaction, of the registration of the Pledge as established in (i) above, within 48 hours following such registration.

2.3. Additionally and with PEISA’s express consent, the Company hereby assumes, during the effective term of the Pledge, the obligation to notify REPSOL simultaneously and by conclusive means of (i) any breach by PEISA of its duties as shareholder as established in the law and the bylaws, and (ii) any issue or exchange of Company shares.

2.4. REPSOL shall exercise the rights and powers arising from the Pledge until the Pledge is released as established in Section 10.

2.3. The Pledge created hereunder (i) shall not transfer, affect, terminate, cancel, novate or otherwise modify the obligations and liabilities of PEISA under Applicable Law, this Agreement, the Credit Agreement and the Security Agreement and/or otherwise relating thereto and PEISA shall remain liable on each and every piece of property constituting its estate for the faithful and timely performance of each and every obligation under such agreements and of the Secured Obligations, and for all the obligations that may arise under such agreements and Applicable Laws, in accordance with their respective terms and (ii) shall not subject REPSOL to any liability that PEISA has or may have in respect of any third party or under Applicable Laws, except as established in the Security Agreement in connection with the on-demand security.

2.4. The purpose of this Agreement is to secure the proper performance of the Secured Obligations and therefore, this Agreement and the Pledge created hereunder (i) shall not imply the termination, novation or modification of the Secured Obligations, and (ii) shall not limit in any manner the scope of PEISA’s liability to REPSOL.

2.5. This Agreement and the Pledge shall remain in full force and effect even in case of any change in the term, manner, form and/or place of payment of the Secured Obligations, independently of any nullity, irregularity or unenforceability of all or part of the Secured Obligations or any security created in connection therewith.

2.6. The Parties expressly agree that if due to the circumstances of each case, and notwithstanding the provisions and commitments hereof, a novation is considered made, the Pledge created hereby shall remain in full force and effect since REPSOL expressly reserves hereunder such right pursuant to the provisions of Section 803 and related sections of the Argentine Civil Code.

- 6 -

SECTION 3

VOTING RIGHTS

3.1. The Parties expressly agree that, during the effective term of the Pledge, the voting rights inherent to the Shares shall be exercised by PEISA, unless the Security given by REPSOL is enforced pursuant to the Security Agreement, in which case REPSOL, upon mere notice given to PEISA and the Company of such circumstance, shall have the voting rights inherent to the Shares, and PEISA shall have no right to claim from REPSOL the issue of a proxy or any authorization to exercise such voting rights.

SECTION 4

RELEASES

4.1. Under no circumstance shall PEISA be entitled to request the release, in whole or in part, of the Pledge on the Shares, except to prepay or pay the obligations assumed by PEISA under the Credit Agreement as secured by REPSOL under the Security Agreement.

SECTION 5

OTHER RIGHTS

5.1. PEISA undertakes, bearing the reasonable pertinent expenses and at any time upon reasonable request by the REPSOL, to immediately execute and deliver to REPSOL and to register and/or file any other agreement, instrument, information or document in or with and/or to perform any other act before any registry, agency, department or Person, reasonably necessary or convenient (PEISA having to carry out all further acts which are reasonably necessary or convenient) to (i) create and perfect the Pledge formalized hereunder and/or (ii) grant and protect any preferred right or security created hereunder and/or (iii) facilitate and allow REPSOL the exercise of all the rights granted to it hereunder and the foreclosure on the Pledge and/or the assets and/or rights secured thereby (including, without limitation, the performance of the procedure for the Sale of the Assets to be Foreclosed and the exercise of the rights of REPSOL under Section 9 hereof), such as the execution and delivery of any of the documents required by the BCL and/or Applicable Laws in furtherance of the registration of the transfer of ownership of any Shares as a consequence of the Sale of the Assets to be Foreclosed and the registration in the stock ledger and any company book and/or instrument necessary to such end

5.2. It is expressly established that all powers and rights given to REPSOL hereunder are given exclusively for the purpose of protecting the Pledge and may not be used for any other purposes.

SECTION 6

REPRESENTATIONS AND WARRANTIES

6.1. PEISA represents and warrants as of the date of this Agreement and during its effective term that:

(i)

PEISA is the only and exclusive owner of the Shares;

(ii)

The Shares have been validly issued and represent [●]% of the stock capital and voting rights;

(iii)

PEISA has not assigned, encumbered, transferred or otherwise affected the possibility of disposing of the Shares, all of which are (and except for the Pledge shall at all times, as long as they remain pledged hereunder, be) free from any rights in rem or in personam, attachments, restraints or privileges in favor of third parties and any other lien or legal, contractual or other restriction or impediment limiting and/or preventing and/or restricting and/or

- 7 -

	otherwise affecting or hindering the Pledge, the perfectioning of the Pledge and/or the full, peaceful and effective exercise by REPSOL of any of its pertinent powers, privileges, authorities, rights, title and/or interest hereunder;
(iv)	The Pledge is a legal act which PEISA is capable and authorized by law and its bylaws to perform, and creates a valid first lien for the benefit of the REPSOL;

(v)

This Agreement is a valid and binding obligation of PEISA, legally enforceable pursuant to its terms and conditions, and the Pledge enjoys the priority and privileges established herein;

(vi)

The Pledge has been created in compliance with all requisite corporate approvals of PEISA, without breaching any provision of the law, its bylaws, the resolutions of its shareholders or any contract;

(vii)

The execution and performance hereof (a) do not and will not breach any agreement to which PEISA is a party or by which any of its respective assets is bound; (b) except for the provisions of this Agreement, do not and will not result in, and do not and will not cause PETERSEN to create any encumbrances on any of its respective assets; and (c) do not and will not breach any rule or Applicable Law applicable to PEISA or any of its respective assets;

(viii)

No consent, authorization, approval, notice, filing or any other action by any private or public person (including, without limitation, any Governmental Authority) is required to (a) create, perfect and/or perform and/or foreclose on the Pledge, and (b) allow REPSOL to exercise all its rights hereunder, except for the registration of the Pledge in the relevant stock ledger and, if pertinent, in case of Sale of the Assets to be Foreclosed, the registration of any purchaser of the Shares in the Public Registry of Commerce under the provisions of Sections 118 or 123 of the BCL and the authorization of Argentine Antitrust authorities for the acquisition of the Shares by any person;

(ix)

Except as provided for in this Agreement, no other condition precedent is required to be fulfilled in order to create and perfect the Pledge and, upon registration of the Pledge in the stock ledger, all the formalities necessary for the Pledge to have effects vis-à-vis third parties shall be considered performed;

(x)

PETERSEN is not in default under the Credit Agreement, the Security Agreement or any other agreement, contract, order, resolution or court or out-of-court requirement that may adversely affect the Pledge and/or any of the rights of REPSOL under this Agreement;

(xi)

PEISA is in compliance with any and all its obligations arising from the Credit Agreement and the Security Agreement; and

(xii)

PEISA is in compliance with any and all its obligations under Applicable Laws, regulations and other rules related to or otherwise connected with the Shares, the noncompliance of which would have a material adverse effect on the Pledge.

6.2. PEISA ratifies that the representations, statements and warranties referred to herein have been made in order to induce REPSOL to execute the Security Agreement and represents and warrants that REPSOL has executed such Security Agreement based on, induced by and in full reliance on the accuracy and correction of all the representations, statements and warranties made by PEISA herein and in the Security Agreement. It is further clarified that any misstatement, error or inaccuracy in such representations, statements and warranties shall constitute a default by PETERSEN hereunder.

6.3. The rights and remedies available to REPSOL in respect of any misstatement, error or inaccuracy of any of the representations, statements and warranties made by PEISA herein shall not be detrimentally affected by any investigation or inquiry REPSOL and/or its representatives and/or any other person acting on behalf of REPSOL carry or carried out and/or by any other act performed or that may be performed by and/or on

- 8 -

behalf and/or on account of REPSOL that, but for this Section 6.3., would detrimentally affect any such rights and/or remedies.

SECTION 7

OBLIGATIONS

7.1. Except for sales, transfers and/or assignments intended to prepay or pay the obligations assumed by PEISA under the Credit Agreement as secured by REPSOL under the Security Agreement, PEISA hereby undertakes not to encumber, sell, transfer, assign or otherwise dispose of and not to permit, due to any reason or circumstance (other than as required by law) the encumbrance, sale, transfer, assignment or other disposal of the Shares. Likewise, PEISA undertakes, pursuant to applicable regulations, not to permit the existence of liens or injunctions in respect of the Shares being pledged.

7.2. During the term hereof, PEISA undertakes the following:

(i)

It shall fully and timely perform any and all the obligations undertaken by it and other reasonable and pertinent acts necessary to protect the existence and peaceful exercise of the rights of REPSOL hereunder, including, without limitation (a) performance of all its obligations arising from Applicable Laws, regulations and other rules related to and/or otherwise connected with the Shares, the non-performance of which may have a material adverse effect on the Pledge and the rights of REPSOL hereunder, and (b) the immediate release of any injunction and attachment on the Shares that may materially affect the rights of REPSOL hereunder and/or prevent the adequate operation of the Pledge;

(ii)

It shall promptly and diligently adopt all the measures reasonably required by REPSOL (including, without limitation, the filing of any claim, action, request, proceeding, requirement and demand) in order to (a) protect the ownership right of PEISA in the Shares and (b) prevent the Shares from being affected in any manner (but excluding any reduction in value or price) detrimental to the rights of REPSOL hereunder. Notwithstanding the foregoing, REPSOL shall be entitled to exercise and file, by itself, all the claims, actions, requests, proceedings, requirements and demands which are necessary if it considers, and exclusively limited to such ends, that the rights of REPSOL in connection with the Shares are not being adequately protected, PEISA bearing all costs and expenses of such claims, actions, requests, proceedings, requirements and demands;

(iii)

It shall not consent to or perform any act, waiver or omission that has or may have a material adverse effect on the Pledge;

(iv)

It shall deliver to REPSOL, upon reasonable request, any information and reports related in any manner to the Shares;

(v)

It shall immediately notify REPSOL about the occurrence of any event or circumstances that may impair the enforceability of the Pledge so that REPSOL may take, sufficiently in advance, all such steps as may be conducive for the adequate protection of its rights by virtue of and in accordance with the provisions of this Agreement and the Credit Agreement, including any lawsuit, claim, notice or demand related to the Shares in this regard;

(vi)

It shall communicate any default of PEISA´s obligations under the Credit Agreement and/or the Security Agreement.

- 9 -

7.3. PEISA acknowledges that REPSOL has agreed to execute the Security Agreement on the basis of, induced by or fully relying on PEISA´s commitment to comply with all and any of its respective obligations under this Agreement and the obligations set forth in the Credit Agreement and the Security Agreement. However, it is expressly put on record that the provisions in Section 7.2 above shall not be construed as an obligation on PEISA to make any contribution, grant loans or deliver funds of any type whatsoever, or furnish sureties or guarantees.

7.4. Non compliance with any of PEISA´s obligations under this Agreement shall take place by the mere elapsing of the relevant term for compliance in case of obligations to be discharged within a time period and, in all other cases, upon receipt of notice by REPSOL informing about the asserted non compliance, unless REPSOL has provided for a term for compliance in such notice.

SECTION 8

DEFAULT

8.1. In case of PEISA´s default of its obligations under the Credit Agreement and/or the Security Agreement, REPSOL is hereby irrevocably authorized to foreclose on the Pledge, subject to the terms set forth in Section 9 below.

SECTION 9

FORECLOSURE

9.1. In case of sale and foreclosure (the “Sale”) of the Shares subject to the Pledge (the “Assets to be Foreclosed”) pursuant to the provisions of Section 8 above, REPSOL shall proceed with such Sale, either via a court or out of court proceeding or a combination thereof, either in bulk, or in portions or separately.

9.2. The partial Sale of the Assets to be Foreclosed shall not be considered as a waiver by REPSOL to the foreclosure of any other Assets to be Foreclosed.

9.3. The conditions, terms and method of the Sale shall be informed by REPSOL to PEISA and the Company at least five (5) Business Days before the date of commencement of the Sale. REPSOL may suspend the Sale at any time and due to any cause. Such decision shall be informed by REPSOL to PEISA and the Company, stating the reasons for such suspension. The suspension of the Sale shall not be considered a waiver by REPSOL to proceed with the Sale at any other subsequent time. Besides, neither said suspension nor the Sale shall be interpreted as a waiver by REPSOL to exercise all its respective rights up to full and final payment of the Secured Obligations.

9.4. REPSOL is hereby authorized to appoint the auctioneer and other professionals to be employed in any Sale made pursuant to the provisions of this Section 9, which authorization is hereby approved by PEISA.

9.5. If the Sale is effected through court proceedings (the “Foreclosure Sale”), it shall be made through the courts referred to in Section 17 hereof pursuant to the Applicable Law.

9.6. If the Sale is effected through out of court proceedings (the “Out of Court Sale”), it shall be made, alternatively or simultaneously:

(i) privately, in one or more purchase and sale transactions (successive or simultaneous) not classified as public offer of the Assets to be Foreclosed pursuant to Law No. 17,811 as amended and supplemented and General Resolution No. 368 (restated in 2001) as amended, regulated and supplemented (the “Rules”) of the CNV (the “Private Out of Court Sale”); and/or

- 10 -

(ii) by public auction (the “Auction”) pursuant to the applicable provisions hereof, of Chapter XVII of the CNV Rules (“Chapter XVII”), of Mercado de Valores de Buenos Aires S.A. or of any other stock exchange or securities market selected by REPSOL (based on the instructions referred to above) and any other applicable regulations (the “Public Out of Court Sale”).

9.7. The options indicated in Sections 9.5. and 9.6. above: (i) shall not be exclusive of any procedure or method for Sale permitted by the applicable laws in the present or in the future (to which the provisions of Sections 9.10 and 9.11, as the case may be, shall apply mutatis mutandis), and (ii) shall not be irrevocable and, therefore, may be replaced by other options to the extent permitted by the applicable legislation in force at present or in the future.

9.8. In case of a Foreclosure Sale:

(i) PEISA irrevocably and unconditionally waives, to the greatest extent and within the scope permitted by the law: (a) its right to invoke the provisions of Section 1198, paragraph two of the Civil Code (theory of the unforeseeable event), (b) its right to raise any plea entailing the provision of a guarantee or counter-guarantee (including, without limitation, the right to claim bond for costs), and (c) its right to peremptorily challenge the court where the legal action was brought; and

(ii) the provisions of Sections 9.9 and 9.10 shall apply mutatis mutandis to all such matters as are not expressly contemplated by the applicable procedural laws in force or by the competent authority, to the extent permitted by the applicable procedural legislation in force.

9.9. In case of a Private Out of Court Sale:

(i) the Assets to be Foreclosed may be sold to one or more individuals or entities either domestic or foreign (including, without limitation REPSOL and/or any company controlling, controlled by, subject to common control with REPSOL) acting per se or through attorneys with sufficient powers;

(ii) in case REPSOL is a purchaser in such Sale, it shall be exempted from the obligation to make any required down payment and may set off the purchase price against the funds owed by PEISA to REPSOL by virtue of PEISA´s non compliance with the Secured Obligations with no need to make any disbursement and by mere discharge of the Secured Obligations for an amount equal to said price (expressly establishing that in order to acquire the Assets to be Foreclosed, REPSOL shall participate in the sale procedures as if it were third party offeror); and

(iii) the Assets to be Foreclosed shall be transferred to the purchaser or purchasers pursuant to the provisions of section 9.12.

9.10. In case of a Public Out of Court Sale:

(i) REPSOL shall require PEISA to provide the information and documents indicated in section 4 of Chapter XVII. PEISA shall promptly provide said information in full to REPSOL within a term of five (5) Business Days after having received the relevant request by REPSOL by delivery thereof at the offices of REPSOL and/or at the place or places determined by REPSOL by notice to PEISA and/or the Company, notwithstanding any legal action available to REPSOL to obtain such information and documents if PEISA fails or refuses to provide same;

(ii) the Auction shall be made through a broker or brokerage house under the applicable regulations of the

- 11 -

stock exchange or securities market where such broker or brokerage house is registered; the stock exchange or securities market (either in Argentina or abroad) and the broker or brokerage house shall be selected by REPSOL;

(iii) the Auction shall be made on the date determined by REPSOL, as informed by REPSOL to PEISA under the terms and conditions described in the notice published as provided for in Chapter XVII in leading newspapers of the Republic of Argentina determined by REPSOL (including, without limitation, the Official Gazette of the Republic of Argentina, the Information Bulletin of the Buenos Aires Stock Exchange, La Nación, and El Cronista Comercial newspapers);

(iv) one or more individuals or entities, either domestic or foreign (including, without limitation, REPSOL and/or any company controlling, controlled by, related to or subject to common control with REPSOL) acting per se or through an attorney with sufficient powers, may participate in the Auction as offerors and purchase the Assets to be Foreclosed;

(v) in case REPSOL is a purchaser in such Auction, it shall be exempted from the obligation to make any required down payment and may set off the purchase price against the funds owed to REPSOL by PEISA under the Secured Obligations;

(vi) in the Auction, the Assets to be Foreclosed shall be offered, first, at an upset price at least equal to the amount due under the Secured Obligations, as per the value resulting from the prior assessment of such property and rights carried out by an international renowned company selected by REPSOL (although such price shall at no time be lower than the amount of the Secured Obligations) plus the amount of any taxes, fees (including, without limitation, legal fees and expenses) costs, expenses, commissions (including, without limitation, the commission of the firm in charge of assessing the value of property and rights) and other expenses incurred by REPSOL in respect of the Sale (said amount, the “Required Amount”). If no offer is received in such instance in excess of the above-mentioned upset price, REPSOL may proceed with the Sale at a price lower than the Requested Amount or without upset price (such Sale may be implemented on the same date in case of failure of the first auction) or otherwise postpone the Sale or adopt any other measures convenient or adequate for its benefit;

(vii) the Assets to be Foreclosed shall be awarded at the Auction to the offeror bidding the highest purchase price in respect of the applicable upset price, if any; and

(viii) the Assets to be Foreclosed shall be transferred to the purchaser or purchasers pursuant to Section 9.12.

9.11. Simultaneously with the payment of the price of the Assets to be Foreclosed by the purchaser or purchasers thereof, such Assets to be Foreclosed shall be directly transferred, free from the Pledge to the extent of the discharge of the Secured Obligations, to the purchaser or purchasers of said Assets to be Foreclosed. In such regard, PEISA hereby agrees to cooperate so that the Company may issue the relevant shares (if necessary) and make the relevant entries in the corporate books and, furthermore, carry out any such acts and/or procedures as may be necessary to facilitate and consummate conveyance of ownership of Assets to be Foreclosed.

9.12. PEISA waives its right to make any claim on the grounds that the price obtained in a private auction is lower than the price that could have been obtained in a public auction or that the price obtained in any such auctions was lower than the amount owed.

9.13. In the event that, once the proceeds from the Sale of the Assets to be Foreclosed have been allocated to payment and discharge of the Secured Obligations, any remaining balance should exist, REPSOL shall make

- 12 -

such funds available to PEISA, by crediting such funds to such account as PEISA may designate in due time, at PEISA´s exclusive cost, liability and charge.

9.14. It is expressly set forth that should it be necessary, in compliance with the applicable rules, to obtain any authorization, either prior to or after the Sale, from a private entity or any Governmental Authority, in connection with the awardee or for any other reason, PEISA reasonably commits itself to actively cooperate with REPSOL and carry out all such acts as may be required to promptly obtain such approval.

SECTION 10

TERMINATION

10.1. The termination and, consequently, the cancellation of this Agreement and the Pledge documented hereby shall take place (i) once PEISA has faithfully and fully complied, in due time and manner, with every and each obligation under the Credit Agreement, the Security Agreement and, if applicable, the Secured Obligations, (ii) once the Security Agreement has been finally cancelled for any reason, or (iii) upon the foreclosure on all the Shares pledged under these presents, whichever is earlier.

SECTION 11

SURVIVAL OF THE SECURITY

11.1. Notwithstanding the provisions of section 7.3. (ii)(c) hereof, if PEISA, for any reason whatsoever, fails to perform any of its obligations hereunder, REPSOL may request the pertinent protection measures and/or injunctions.

11.2. Foreclosure by REPSOL of the Pledge on the Assets to be Foreclosed may take place complementarily, alternatively, indiscriminately and/or successively, it being understood that the exercise or foreclosure on any security granted hereunder shall not be interpreted or considered a waiver of any other security and it may not be challenged, objected to or disputed in any manner or for any reason or circumstance whatsoever by PEISA.

SECTION 12

EXPENSES

12.1. PEISA assumes exclusive liability and, consequently, agrees to pay and/or reimburse to REPSOL, within a term of ten (10) Business Days following the relevant request (to which the relevant certificates or documentation shall be appended), the expenses, costs, higher costs, legal costs, commissions, fees (including legal counsel´s fees) and taxes of any nature, together with any interest, penalties and further accessory payments that may be in order, always provided same are reasonable and arise as a consequence, by reason and/or at the time of: (i)– compliance with this Agreement, including such expenses as may be incurred by REPSOL to maintain and preserve or enforce any of REPSOL´s rights and actions, and (ii) the adoption of the measures, proceedings and/or actions resulting from non-compliance by PEISA of its obligations under this Agreement, the Credit Agreement or the Security Agreement and, in general, the Secured Obligations. It is expressly set forth, as stipulated in Section 10.1 of this Agreement, that in the event of termination of the Pledge, all expenses, fees, taxes, rates, duties as well as any other lien originating in such cancellation shall be borne by PEISA.

SECTION 13

WAIVERS

13.1. PEISA hereby fully and definitely waives its right to demand from REPSOL and/or its respective

- 13 -

officers, representatives, attorneys, directors, employees, advisors and their respective controlling or controlled persons, persons subject to common control, related and affiliated companies or subsidiaries, any indemnification or compensation resulting from any loss or claim related to (i) the exercise by any of such Persons, except in case of negligence or willful misconduct, of its rights under this Agreement, or (ii) the acts, proceedings or transactions contemplated by this Agreement.

SECTION 14

INDEMNITY

14.1. PEISA undertakes to defend and hold REPSOL and/or its respective officers, representatives, attorneys, directors, employees, advisors, and their respective controlling companies, controlled companies, companies subject to common control, related and/or any affiliated companies and/or subsidiaries harmless from and against any loss, payment, claim, damages, liability, obligations, contingencies, taxes, fines, penalties, judgments, awards, expenses, costs, fees and any amount (either in cash or in kind) arising from any lawsuit, action or proceedings caused by, related to, based on, originating in or connected with (i) the Secured Obligations and/or any obligations under this Agreement, and/or (ii) any inaccuracy regarding any statement, warranty or commitment by PEISA under this Agreement and the Credit Agreement, always provided that there has been no negligent or willful misconduct by the indemnified party as determined by a final and unappeallable judgment of a court having competent jurisdiction.

SECION 15

ASSIGNMENT

15.1. Neither Party may assign and/or transfer any rights and obligations under this Agreement without the other Parties´s written consent.

SECTION 16

APPLICABLE LAW AND JURISDICTION

16.1. The execution, construction and performance of this Agreement and the obligations and rights arising herefrom shall be governed by the laws of the Republic of Argentina.

16.2. For all legal purposes originated in or related to this Agreement, PEISA and REPSOL agree to submit to the jurisdiction of the National Ordinary Courts in Commercial Matters of the City of Buenos Aires, waiving any other applicable venue or jurisdiction. Notwithstanding the foregoing, if REPSOL institutes proceedings as plaintiff, it may select any other competent court or tribunal to settle any disputes.

16.3. PEISA (i) irrevocably and unconditionally waives, to the fullest extent permitted by the applicable legal and regulatory provisions, (y) its rights to request REPSOL to post a security or bond for court costs ("cautio judicatum solvi"), and to file any similar defense or motion in any action and/or proceeding against any REPSOL in respect of any proceeding and/or action and/or lawsuit pending or filed in connection with this Agreement and (z) the right to peremptorily challenge the judges of any competent court in any proceeding and/or action and/or lawsuit pending or filed in connection with this Agreement and (ii) accepts that a final judgment passed in any such action or proceeding may be enforced in other jurisdictions by execution of judgment or in any other manner provided for by law.

SECTION 17

SEVERABILITY

17.1. The court declaration of annulment, invalidity, unenforceability or lack of binding effect of one or more

- 14 -

provisions hereof or a part of any such provisions shall not affect the full validity and binding effect of the remaining parts of said provisions and/or of the other provisions of this Agreement, that shall remain in full force and effect as between the Parties.

17.2. In the case described in the preceding paragraph, the Parties shall provide for alternative provisions to attain their intended purposes to the fullest extent permitted by law, and comply with the annulled, invalid, unenforceable or not binding provisions as similarly as possible to their initial intention.

SECTION 18

DOMICILES

18.1. To all legal effects hereof, PEISA, the Company and REPSOL establish domicile at those addresses indicated above where all communications, summons, subpoenas, claims, demands and notices, whether judicial or extra-judicial, required in respect of this Agreement shall be considered valid and effective:

If to PEISA: [●]

If to REPSOL: [●]

If to the Company [●]:

18.2. Said domiciles shall remain effective until replaced by another domicile in the City of Buenos Aires, Republic of Argentina informed to the other Parties by sufficient notice given five (5) Business Days before the intended effective date of such notice.

18.3. Any summons, demand, claim, subpoenas, notice, consent, request or any other communication to be delivered or served hereunder shall be in writing. Any notice, requirement or other communication may be delivered personally or by air courier, by certified mail with acknowledgment of receipt requested, demand letter, registered telegram or by any other sufficient means, addressed to the pertinent party at its domicile indicated in Section 18.1. or any new domicile informed in due time as established in Section 18.2. above and shall be considered effective upon receipt.

SECTION 19

MISCELLANEOUS PROVISIONS

19.1. This Agreement may only be amended by the Parties´ unanimous consent in writing. Any release and consent or approval of the Parties under any provision of this Agreement shall be effective only if expressed in writing, may be subject to any condition the respective Party may consider convenient to withdraw or amend at any given time, and shall only effective under the circumstances and for the purposes for which they were stipulated.

19.2. The rights and obligations of the Parties hereunder shall inure to the benefit of and shall be binding upon the Parties hereof, respectively, and their permitted and/or authorized successors.

19.3. Failure or delay by any Party to exercise any right, power, prerogative, privilege, action and/or remedy arising from and/or related to this Agreement shall not be considered a waiver thereof and the partial exercise of any right, power, prerogative, privilege, action and/or remedy shall not prevent any other exercise thereof or the exercise of any other right, power, prerogative, privilege, action and/or remedy arising from and/or related to this Agreement. The rights, powers, prerogatives, privileges, actions and/or remedies provided for herein are cumulative and not exclusive of any other power, prerogative, privilege, action and/or remedy

- 15 -

provided for in any other legal provision.

19.4. This instrument represents the entire agreement between the Parties in respect of the matters described herein and therefore overrides any prior agreement, commitment, understanding and/or contract between the Parties, either oral or written, in respect of such matters.

SECTION 20

NEW SHARES

20.1. The Pledge shall also extend, automatically and by operation of law, to those shares PEISA may be entitled to receive in connection with the Shares during the effective term of the Pledge by reason of exchanges, revaluation, merger, spin-off or split-up of the Company, by reason of a new issue of shares in lieu of the shares owned by PEISA that are subject to the Pledge because the original issue was determined to be null and void for any reason and/or due to any other circumstances, the foregoing enumeration being merely illustrative and not restrictive (all such shares and certificates shall be referred to as the “Additional Shares”).

(Page for signatures)

In witness whereof, the Parties execute three 3 (three) counterparts of this Agreement on the date and at the place first written above.

_______________________

By PETERSEN ENERGÍA INVERSORA, S.A.U.

Printed name:

Title:

_______________________

By REPSOL YPF S.A.

Printed name:

Title:

YPF S.A. executes these presents to evidence its consent to the rights and obligations related to the Company.

_______________________

YPF S.A.

Printed name:

Title:

- 16 -

-----END PRIVACY-ENHANCED MESSAGE-----