-----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, EgN9vjB3PKQjsESshyS1njdexohqPUlVO9Q0VGSt2T5c42sZIafgsNyXPsjc4eAc HB/FbUSW1juQrRjyRdt1HQ== 0000930661-96-000785.txt : 19960712 0000930661-96-000785.hdr.sgml : 19960712 ACCESSION NUMBER: 0000930661-96-000785 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960701 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960711 SROS: NASD SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MAXUS ENERGY CORP /DE/ CENTRAL INDEX KEY: 0000724176 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 751891531 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08567 FILM NUMBER: 96593598 BUSINESS ADDRESS: STREET 1: 717 N HARWOOD ST- RM 3147 CITY: DALLAS STATE: TX ZIP: 75201-6594 BUSINESS PHONE: 2149532000 FORMER COMPANY: FORMER CONFORMED NAME: DIAMOND SHAMROCK CORP /DE/ DATE OF NAME CHANGE: 19870518 FORMER COMPANY: FORMER CONFORMED NAME: NEW DIAMOND CORP DATE OF NAME CHANGE: 19830908 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________________ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 __________________________________ Date of Report (Date of earliest event reported): July 1, 1996 MAXUS ENERGY CORPORATION (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction of incorporation) 1-8567-2 75-1891531 (Commission File Number) (I.R.S. Employer Identification No.) 717 North Harwood Street, Dallas, Texas 75201-6594 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (214) 953-2000 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. As a part of a general reorganization, on July 1, 1996, Maxus International Energy Company ("Seller"), a wholly owned subsidiary of Maxus Energy Corporation ("Maxus"), sold all of the issued and outstanding shares of capital stock of its wholly owned subsidiary, YPF International Ltd. ("International"), a Cayman Islands corporation, to YPF Sociedad Anonima ("Purchaser"), an Argentine sociedad anonima and the owner of all of the issued and outstanding shares of common stock of Maxus, pursuant to a Stock Purchase and Sale Agreement by and between Purchaser and Seller dated as of July 1, 1996. The sole assets of International are all of the issued and outstanding shares of capital stock of Maxus Bolivia, Inc. ("Maxus Bolivia"), Maxus Venezuela (C.I.) Ltd. ("Venezuela C.I.") and Maxus Venezuela S.A. ("Venezuela S.A."). The assets of Maxus Bolivia consist of all of the assets and operations of Maxus in Bolivia, including the interests of Maxus in the Surubi Field and Secure and Caipipendi Blocks. The assets of Venezuela C.I. and Venezuela S.A. consist of all of the assets and operations of Maxus in Venezuela, except those held through Maxus Guarapiche Ltd. ("Maxus Guarapiche"), including the interests of Maxus in the Quiriquire Unit. The purchase price for the outstanding shares of capital stock of International was approximately $263,100,000 which represents the estimated carrying amount of International on the financial reporting books of Seller as of June 30, 1996. In the second quarter of 1996, Maxus received a $101,000,000 advance (the "Advance") against the purchase price from Purchaser. At closing, the remainder of the estimated purchase price, in the form of a promissory note payable by Purchaser to Seller in the principal amount of $162,100,000, which together with the Advance equalled Seller's estimate of such carrying amount, was delivered to Seller. The amount of consideration paid will be adjusted and the promissory note will be replaced so that the actual purchase price will equal the actual carrying amount of International as of June 30, 1996 as shown on the financial reporting books of the Seller which are to be delivered by Seller to Purchaser as soon as practicable following the sale of International. Maxus intends to use the proceeds from this transaction for general corporate purposes, including the redemption of its $4.00 Cumulative Convertible Preferred Stock. While not a part of the transaction reported hereby, Maxus has authorized Seller to transfer to Purchaser, or a designated subsidiary of Purchaser, all of the capital stock of Maxus Guarapiche for the higher of the fair market value thereof or the carrying value thereof on the consolidated books and accounts of Maxus. Maxus Guarapiche has a 25% interest in the Guarapiche Block, an exploration block, in Venezuela. It is expected that such transfer of Maxus Guarapiche will be effectuated in the third quarter of 1996. 1 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (b) Pro forma financial information. The following unaudited pro forma consolidated financial statements give effect to the July 1, 1996 sale of all of the issued and outstanding capital stock of International to Purchaser for a purchase price of approximately $263,100,000. The purchase price was paid by means of a $101,000,000 advance against the purchase price and through issuance of a note receivable from Purchaser in the amount of $162,100,000. This note will bear interest based on the Applicable Federal Rate and is due on August 12, 1996. The unaudited pro forma consolidated statements of operations for the nine month period ended December 31, 1995 and for the three month period ended March 31, 1996, give effect to all transactions as if all had been consummated at the beginning of each period. The unaudited pro forma consolidated balance sheet gives effect to all transactions as if all had been consummated as of March 31, 1996. The pro forma information is presented for illustrative purposes only and is not necessarily indicative of the financial position or operating results that would have occurred had the transaction been consummated at the dates indicated, nor are they indicative of future financial position or operating results. 2 MAXUS ENERGY CORPORATION UNAUDITED PRO FORMA STATEMENT OF OPERATIONS For the Nine Months Ended December 31, 1995 (in millions)
Historical Pro Forma Adjustments Maxus Energy --------------------- Pro Forma Corporation Debit Credit Results ----------- ----- ------ ------- (Note 1) REVENUES Sales and operating revenues $463.8 $ 4.6 $459.2 Other revenues, net 7.1 0.6 6.5 ------ ----- ----- ------ 470.9 5.2 - 465.7 COSTS AND EXPENSES Operating expenses 173.5 5.4 168.1 Gas purchase costs 41.4 41.4 Exploration, including exploratory dry holes 51.2 5.2 46.0 Depreciation, depletion and amortization 142.1 4.4 137.7 General and administrative expenses 12.7 12.7 Taxes other than income taxes 9.7 0.3 10.0 Interest and debt expenses 104.9 104.9 ------ ----- ----- ------ 535.5 0.3 15.0 520.8 ------ ----- ----- ------ Income (Loss) Before Income Taxes (64.6) 5.5 15.0 (55.1) Income Taxes 9.1 5.1 14.2 ------ ----- ----- ------ Net Loss $(73.7) $10.6 $15.0 $(69.3) ====== ===== ===== ======
See notes to unaudited pro forma financial data. 3 MAXUS ENERGY CORPORATION UNAUDITED PRO FORMA STATEMENT OF OPERATIONS For the Three Months Ended March 31, 1996 (in millions)
Historical Pro Forma Adjustments Maxus Energy --------------------- Pro Forma Corporation Debit Credit Results ----------- ----- ------ ------- (Note 1) REVENUES Sales and operating revenues $174.0 $17.5 $156.5 Other revenues, net 6.2 0.9 5.3 ------ ----- ---- ------ 180.2 18.4 - 161.8 COSTS AND EXPENSES Operating expenses 50.8 1.3 49.5 Gas purchase costs 18.0 18.0 Exploration, including exploratory dry holes 7.9 1.8 6.1 Depreciation, depletion and amortization 40.7 1.9 38.8 General and administrative expenses 2.8 2.8 Taxes other than income taxes 3.4 0.1 3.3 Interest and debt expenses 34.1 34.1 ------ ----- ---- ------ 157.7 - 5.1 152.6 ------ ----- ---- ------ Income (Loss) Before Income Taxes 22.5 18.4 5.1 9.2 Income Taxes 23.0 4.3 18.7 ------ ----- ---- ------ Net Loss $ (0.5) $18.4 $9.4 $ (9.5) ====== ===== ==== ======
See notes to unaudited pro forma financial data. 4 MAXUS ENERGY CORPORATION UNAUDITED PRO FORMA BALANCE SHEET March 31, 1996 (in millions, except shares)
Pro Forma Adjustments Historical ---------------------------- Maxus Disposition $4.00 Preferred Energy of Stock Pro Forma Corporation Assets Redemption Results ----------- ------ ---------- ------- ASSETS (Note 2a) (Note 2b) Current Assets Cash and cash equivalents $ 22.7 $ 90.3 $(101.0) $ 12.0 Note receivable from parent - 162.1 (119.7) 42.4 Receivables, less doubtful receivables 147.9 (16.4) 131.5 Inventories 32.8 (2.5) 30.3 Restricted cash 3.3 3.3 Prepaids and other current assets 20.6 (0.3) 20.3 -------- ------- ------- -------- Total Current Assets 227.3 233.2 (220.7) 239.8 Properties and Equipment, less accumulated depreciation, depletion and amortization 2,355.8 (317.2) 2,038.6 Investments and Long-Term Receivables 8.0 8.0 Restricted Cash 61.8 61.8 Deferred Charges 20.6 (0.6) 20.0 -------- ------- ------- -------- $2,673.5 $ (84.6) $(220.7) $2,368.2 ======== ======= ======= ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Long-term debt $ 53.0 $ 53.0 Accounts payable 56.9 (8.5) 48.4 Taxes payable 36.3 4.0 40.3 Accrued liabilities 155.2 (1.5) 153.7 -------- ------- ------- -------- Total Current Liabilities 301.4 (6.0) - 295.4 Long-Term Debt 1,243.1 1,243.1 Deferred Income Taxes 546.1 (78.6) 467.5 Other Liabilities and Deferred Credits 226.2 226.2 $9.75 Redeemable Preferred Stock, $1.00 par value Authorized and issued shares--625,000 and 1,250,000 62.5 62.5 Stockholders' Equity $2.50 Preferred Stock, $1.00 par value Authorized shares--5,000,000 Issued shares--3,500,000 64.4 64.4 $4.00 Preferred Stock, $1.00 par value Authorized shares--5,915,017 Issued shares--4,356,658 7.3 (7.3) - Common Stock, $1.00 par value Authorized shares--300,000,000 Issued Shares-- 135,609,772 135.6 135.6 Capital Contributions from Parent 64.0 64.0 Paid-in capital 103.2 103.2 Accumulated deficit (74.4) (213.4) (287.8) Minimum pension liability (5.9) (5.9) -------- ------- ------- -------- Total Stockholders' Equity 294.2 - (220.7) 73.5 -------- ------- ------- -------- $2,673.5 $ (84.6) $(220.7) $2,368.2 ======== ======= ======= ========
See notes to unaudited pro forma financial data. 5 MAXUS ENERGY CORPORATION NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS NOTE 1 - The accompanying pro forma statements of operations reflect the adjustments necessary to exclude the historical results of operations of Maxus Bolivia, Inc., Maxus Venezuela (C.I.) Ltd. and Maxus Venezuela S.A. (together with YPF International Ltd., the "Companies") from the historical results of Maxus Energy Corporation ("Maxus") for the nine month period ended December 31, 1995 and the three month period ended March 31, 1996 as a result of the sale of the Companies on July 1, 1996. NOTE 2 - The accompanying pro forma balance sheet reflects the adjustments necessary to effect the following: (a) Record $101.0 million in cash in the form of an advance against the purchase price and a promissory note receivable of approximately $162.1 million from the sale of the Companies. The sales price represented the estimated aggregate net book value of the assets and liabilities of the Companies. The actual sales price will be adjusted and the promissory note will be replaced as necessary so that the actual purchase price will equal the actual aggregate net book value of the assets and liabilities of the Companies as of June 30, 1996. As a result, no gain or loss for financial reporting purposes will be realized by Maxus in the transaction. (b) Record the redemption of Maxus' outstanding $4.00 Cumulative Convertible Preferred Stock ("$4.00 Preferred Stock") for a total cost of approximately $220.7 million. Said $220.7 million cost of redemption is reflected as being funded by a $119.7 million payment from YPF Sociedad Anonima under said promissory note and by $101.0 million in available cash. On June 18, 1996, Maxus' Board of Directors authorized the redemption of all outstanding shares of $4.00 Preferred Stock at a price of $50.00 per share plus accrued and unpaid dividends. The redemption date has been set for August 13, 1996. 6 (c) Exhibits. 2.1 - Stock Purchase and Sale Agreement by and between YPF Sociedad Anonima and Maxus International Energy Company dated July 1, 1996, filed herewith. SIGNATURE --------- Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MAXUS ENERGY CORPORATION By: /s/ Linda R. Engelbrecht ----------------------------- Linda R. Engelbrecht Controller Dated: July 11, 1996 7 EXHIBIT INDEX ------------- Exhibit Number Exhibit - ------ ------- 2.1 Stock Purchase and Sale Agreement by and between YPF Sociedad Anonima and Maxus International Energy Company dated July 1, 1996, filed herewith. 8 EX-2.1 2 STOCK PURCHASE AND SALE AGREEMENT EXHIBIT 2.1 =============================================================================== STOCK PURCHASE AND SALE AGREEMENT BY AND BETWEEN YPF SOCIEDAD ANONIMA AS PURCHASER AND MAXUS INTERNATIONAL ENERGY COMPANY AS SELLER JULY 1, 1996 =============================================================================== STOCK PURCHASE AND SALE AGREEMENT TABLE OF CONTENTS -----------------
Section Page - ------- ---- 1. Purchase and Sale of Shares................................... 1 1.1 Purchase and Sale....................................... 1 1.2 Purchase Price.......................................... 1 1.3 Adjusted Purchase Price................................. 2 1.4 Payment of Purchase Price............................... 2 2. Representations and Warranties of Seller...................... 2 2.1 Ownership............................................... 2 2.2 Authorization of Transaction............................ 3 2.3 Noncontravention........................................ 3 3. Representations and Warranties of Purchaser................... 3 3.1 Authorization of Transaction............................ 3 3.2 Noncontravention........................................ 3 4. Miscellaneous................................................. 4 4.1 Notices................................................. 4 4.2 Entire Agreement........................................ 4 4.3 Governing Law........................................... 4 4.4 Headings................................................ 5 4.5 Assignment.............................................. 5 4.6 Severability............................................ 5 SIGNATURES......................................................... 6
EXHIBIT A Stock Power EXHIBIT B Promissory Note STOCK PURCHASE AND SALE AGREEMENT --------------------------------- This Stock Purchase and Sale Agreement, dated as of July 1, 1996 (the "Agreement"), by and among Maxus International Energy Company, a Delaware corporation ("Seller"), and YPF Sociedad Anonima, an Argentine sociedad anonima ("Purchaser"). RECITALS: WHEREAS, Seller owns all of the issued and outstanding shares of capital stock (the "Shares") of YPF International Ltd., a Cayman Islands corporation (the "Company"), consisting of 100 ordinary shares, par value U.S.$1.00 per share; and WHEREAS, Seller desires to sell to Purchaser and Purchaser desires to purchase from Seller the Shares for the consideration and upon the terms set forth herein. A G R E E M E N T: NOW, THEREFORE, in consideration of the premises and covenants contained herein, Seller and Purchaser agree as follows: 1. Purchase and Sale of Shares. --------------------------- 1.1 Purchase and Sale. Upon execution of this Agreement, Seller ----------------- shall sell, transfer, convey and assign to Purchaser the Shares, all on the terms and conditions contained herein. The sale of the Shares shall be effective at 12:01 a.m. Central Daylight Savings Time on July 1, 1996. In consideration for payment to Seller of the purchase price referred to below, Seller shall deliver to Purchaser the certificate or certificates representing the Shares together with the duly executed stock power attached hereto as Exhibit A. 1.2 Purchase Price. The consideration to be delivered to Seller as -------------- payment for the Shares shall be two hundred sixty-three million one hundred thousand dollars ($263,100,000) (the "Purchase Price"), one hundred one million dollars ($101,000,000) of which has heretofore been advanced by Purchaser to Seller as a deposit against the Purchase Price (the "Advance"). The Purchase Price shall be subject to adjustment as provided in Section 1.3 of this Agreement (the "Adjusted Purchase Price"). 1.3 Adjusted Purchase Price. As soon as practicable after the date ----------------------- of this Agreement, Seller shall prepare and deliver to Purchaser a balance sheet reflecting the financial condition of the Company as of the close of business on June 30, 1996. Such balance sheet shall fairly present the financial condition of the Company as of such date and shall be prepared in accordance with generally accepted accounting principles consistently applied. As soon as practicable following the receipt of such balance sheet, Purchaser and Seller shall determine the carrying value of the Company as of June 30, 1996 as reflected on the financial reporting books of Seller, which shall represent the "Adjusted Purchase Price." 1.4 Payment of Purchase Price. Upon execution of this Agreement, ------------------------- Purchaser shall execute and deliver to Seller a promissory note in the form attached hereto as Exhibit B (the "Promissory Note") representing the Purchase Price less the Advance. In the event that the Adjusted Purchase Price as determined in accordance with Section 1.3 of this Agreement differs from the Purchase Price, Purchaser shall execute a replacement promissory note, in substantially the same form as the Promissory Note, dated as of July 1, 1996, with interest accruing from July 1, 1996 through the date of payment of such note, and the Promissory Note shall be cancelled. 2. Representations and Warranties of Seller. Seller represents and ---------------------------------------- warrants to and agrees with Purchaser as follows: 2 2.1 Ownership. Seller holds of record and owns beneficially the --------- Shares of the Company, free and clear of any restrictions on transfer, security interests, options, warrants, purchase rights, claims, liens, pledges and demands. The Company holds of record and owns beneficially all of the issued and outstanding shares of capital stock of Maxus Bolivia, Inc., Maxus Venezuela (C.I.) Ltd. and Maxus Venezuela S.A., free and clear of any restrictions on transfer, security interests, options, warrants, purchase rights, claims, liens, pledges and demands. 2.2 Authorization of Transaction. Seller has full power and ---------------------------- authority to execute and deliver this Agreement and to perform its obligations hereunder. Seller has taken all corporate action required for it to execute, deliver and perform this Agreement. This Agreement constitutes the valid and legally binding obligation of Seller, enforceable in accordance with its terms. 2.3 Noncontravention. The execution and delivery of this Agreement, ---------------- and the consummation of the transactions contemplated hereby, will not (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Seller is subject or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice under any agreement, contract, lease, license, instrument or other arrangement to which Seller is a party, or by which Seller is bound. 3. Representations and Warranties of Purchaser. Purchaser represents ------------------------------------------- and warrants to Seller as follows: 3.1 Authorization of Transaction. Purchaser has full power and ---------------------------- authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement 3 constitutes the valid and legally binding obligation of Purchaser, enforceable in accordance with its terms. 3.2 Noncontravention. The execution and delivery of this Agreement, ---------------- and the consummation of the transactions contemplated hereby, will not (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which Purchaser is subject or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Purchaser is a party, or by which Purchaser is bound. 4. Miscellaneous. ------------- 4.1 Notices. All notices or other communications given or made ------- hereunder shall be in writing and shall be deemed to be duly given when received if delivered in person or by telex, facsimile, telegram or cable or mailed by registered or certified mail, return receipt requested, postage prepaid to any party at the address for such party set forth on the signature page of this Agreement or such other address as the party to whom notice is to be given furnishes in writing to the other party in the manner set forth above. 4.2 Entire Agreement. This Agreement constitutes the entire ---------------- agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, oral or written between the parties hereto with respect to such transactions. This Agreement may not be changed orally, but only by an agreement 4 in writing signed by the party against whom any waiver, change, amendment, modification or discharge may be sought. 4.3 Governing Law. This Agreement shall be construed in accordance ------------- with and governed by the internal laws (and not the law of conflicts) of the State of Texas applicable to contracts made and performed in the State of Texas. 4.4 Headings. The section and other headings contained in this -------- Agreement are for reference purposes only and shall not be deemed to be a part of this Agreement or to affect the meaning or interpretation of this Agreement. 4.5 Assignment. Neither this Agreement nor any interest herein or ---------- right or obligation hereunder may be assigned by Purchaser or Seller in any manner, by operation of law or otherwise, without the prior written consent of the other party hereto except that Purchaser may assign this Agreement without ------ Seller's consent to any company which is wholly owned or controlled, directly or indirectly, by Purchaser, if that company agrees in writing to be bound by all of Purchaser's obligations hereunder; provided, however, that no assignment of any kind shall release Purchaser from any liabilities or obligations hereunder. 4.6 Severability. Whenever possible, each provision of this ------------ Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement, or the application thereof to any person or under any circumstances, shall be invalid or unenforceable to any extent under applicable law, and the extent of such invalidity or unenforceability does not destroy the basis for the bargain between the parties as expressed herein, then such provision shall be deemed severed from this Agreement with respect to such person or such circumstance, without invalidating the remainder of this Agreement or the application of such 5 provision to other persons or circumstances, and a new provision shall be deemed substituted in lieu of the provision so severed which new provision shall, to the extent possible, accomplish the intent of the parties hereto as evidenced by the provision so severed. 6 IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be signed as of the date first above written. PURCHASER SELLER YPF Sociedad Anonima Maxus International Energy Company By: /s/ Carlos Olivieri By: /s/ Michael C. Forrest -------------------------------- ---------------------------------- Carlos Olivieri Michael C. Forrest Vice President and Controller President Address: Avenida Pte. Roque Address: 717 North Harwood Street Saenz Pena 777 Dallas, Texas 75201 (1364) Buenos Aires, Argentina 7 EXHIBIT A STOCK POWER STOCK POWER FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto YPF Sociedad Anonima, 100 ordinary shares of YPF International Ltd. (the "Company") represented by Certificate No. 001 registered on the books of said Company, and does hereby irrevocably constitute and appoint the Secretary of the Company as attorney to transfer the foregoing on the books of said Company, with full power of substitution in the premises, hereby ratifying and confirming all that said attorney shall lawfully do by virtue hereof. Dated: July 1, 1996. Maxus International Energy Company* Witness: By: /s/ Michael C. Forrest /s/ H. R. Smith ---------------------- - ------------------- Name: Michael C. Forrest Title: President * The signature to this assignment must correspond with the name as written on the face of the certificate in every particular without alteration or enlargement or any change whatever. EXHIBIT B PROMISSORY NOTE PROMISSORY NOTE --------------- FOR VALUE RECEIVED, the undersigned, YPF Sociedad Anonima, an Argentine sociedad anonima ("YPF"), hereby promises to pay to the order of Maxus International Energy Company, a Delaware corporation ("Maxus International"), the principal amount of one hundred sixty-two million one hundred thousand dollars ($162,100,000), subject to adjustment as provided herein (the "deferred price"), on August 12, 1996. Maxus International and YPF shall determine as soon as practicable following the date of this Note the carrying value of YPF International Ltd. at June 30, 1996, as reflected on the financial reporting books of Maxus International. YPF and Maxus International agree that to the extent such carrying value of YPF International Ltd. differs from the principal amount of this Note plus a $101,000,000 advance (the "Advance") against the purchase price paid for the stock of YPF International Ltd, (a) the principal amount of this Note when added to the Advance shall be adjusted so that it equals the amount of such carrying value, (b) a replacement note (in the form of this Note) shall be executed by YPF effective as of the date of this Note to reflect the adjusted principal amount and (c) this Note shall be cancelled. Any such replacement note shall bear interest from July 1, 1996. YPF promises to pay interest on the unpaid principal amount of the deferred price from July 1, 1996 until such principal amount is paid in full at the "Applicable Short Term Federal Rate" as defined in Section 1274(d) of the Internal Revenue Code of 1986 as in effect on the date of the making of the deferred price. Interest on the deferred price is payable at the stated maturity thereof. Both principal and interest are payable in lawful money of the United States of America in immediately available funds. YPF and all endorsers, guarantors and sureties of this Note and all other persons liable or to become liable on this Note severally waive presentment for payment, demand, notice of demand and of dishonor and nonpayment of this Note, notice of intention to accelerate the maturity of this Note, protest and notice of protest, diligence in collecting, the bringing of suit against any other party, and any other notice, and agree to all renewals, extensions, modifications, partial payments, releases or substitutions of security, in whole or in part, with or without notice, before or after demand or maturity. It is the intention of the parties to comply with applicable usury laws (now or hereafter enacted); accordingly, if, for any reason whatsoever, the interest paid on this Note shall exceed the maximum non-usurious amount permitted by law, Maxus International shall refund to YPF such portion of said interest as may be necessary to cause the interest paid on this Note to equal the maximum non-usurious amount permitted by law, and no more. All sums paid or agreed to be paid to Maxus International for the use, forbearance or detention of the indebtedness evidenced hereby shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of this Note until payment in full. In the event of default in the payment of this Note, and this Note is placed in the hands of any attorney for collection or if collection by suit or through the probate court, bankruptcy court, or by any other legal proceeding, is sought, YPF agrees to pay all expenses incurred, including reasonable attorney's fees, all of which shall become a part of the principal hereof. Any check, draft, money order or other instrument given in payment of all or any portion of this Note may be accepted by Maxus International or any other holder hereof and handled in collection in the customary manner, but the same shall not constitute payment hereunder or diminish any rights of Maxus International or any other holder hereof, except to the extent that actual cash proceeds of such instrument are unconditionally received by Maxus International or any other holder hereof and applied to this indebtedness as herein provided. It is especially agreed that time is of the essence of this agreement, and that if default shall be made in the payment of the principal or interest of this Note as the same becomes due and payable, or should any maker, endorser, surety or guarantor hereof become insolvent or commit an act of bankruptcy or make an assignment for the benefit of creditors or authorize the filing of a voluntary petition in bankruptcy or should a receiver of any of their property be appointed, or should involuntary bankruptcy proceedings be filed or threatened against any maker, endorser, surety or guarantor hereof, then in any such event Maxus International or any other holder hereof shall have the option to declare the unpaid principal and interest of the deferred price under this Note immediately due and payable without notice or demand to YPF or any other person or party, and to foreclose all liens securing the payment of same. Failure to exercise this option upon any such default shall not constitute a waiver of the right to exercise it in the event of any subsequent default. This Note is payable in Dallas County, Texas and shall be governed by, and construed in accordance with, the laws of the State of Texas. The deferred price may be prepaid in whole or in part at any time prior to demand or maturity without penalty. This Note is unsecured. This Note is executed as of this 1st day of July, 1996. YPF SOCIEDAD ANONIMA By: /s/ Carlos A. Olivieri -------------------------- Name: Carlos A. Olivieri Title: Vice President - Controller By: /s/ Carlos Felices -------------------------- Name: Carlos Felices Title: Treasurer -2- -----END PRIVACY-ENHANCED MESSAGE-----