sacyr13da.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

Drawdown Date: *

Amount of Drawdown: € *

Interest Period: * months

-----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, KM1qo3+I5hYIwlpyR1C1sy6rZBv6pTwcbqgHwpvF2gfrfu2ep2E1rXtdCcl3OHRL SxDTYLfTqFOI8n2ovS01dQ== 0000898822-06-001180.txt : 20061107 0000898822-06-001180.hdr.sgml : 20061107 20061107172611 ACCESSION NUMBER: 0000898822-06-001180 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 16 FILED AS OF DATE: 20061107 DATE AS OF CHANGE: 20061107 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REPSOL YPF SA CENTRAL INDEX KEY: 0000847838 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50204 FILM NUMBER: 061194907 BUSINESS ADDRESS: STREET 1: PASEO DE LA CASTELLANA 278-280 CITY: MADRID SPAIN STATE: U3 ZIP: 28046 BUSINESS PHONE: 2124504950 MAIL ADDRESS: STREET 1: PASEO DE LA CASTELLANA STREET 2: 278-280 CITY: MADRID STATE: U3 ZIP: U328046 FORMER COMPANY: FORMER CONFORMED NAME: REPSOL SA DATE OF NAME CHANGE: 20000710 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Sacyr Vallehermoso, S.A. CENTRAL INDEX KEY: 0001378808 IRS NUMBER: 000000000 STATE OF INCORPORATION: U3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: PASEO CASTELLANA 83-85 CITY: MADRID STATE: U3 ZIP: 28046 BUSINESS PHONE: 34 91 5455288 MAIL ADDRESS: STREET 1: PASEO CASTELLANA 83-85 CITY: MADRID STATE: U3 ZIP: 28046 SC 13D/A 1 sacyr13da.htm SCHEDULE 13D/A sacyr13da.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 1)*

REPSOL YPF, S.A.

(Name of Issuer)

Ordinary Shares, nominal value EUR 1.00 each

(Title of Class of Securities)

76026T205

(CUSIP Number)

Sacyr Vallehermoso, S.A.

Paseo de la Castellana 83-85

Madrid, Spain 28046

Attention: Ana de Pro Gonzalo

+34 91 545 5000

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

November 2, 2006

(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 Rule 13d-1(e), 13d-1(f) or 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 Rule 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, as amended (the “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).

SCHEDULE 13D/A

CUSIP NO. 76026T205

1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
	Sacyr Vallehermoso, S.A.
	IRS 00-0000000

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(a) ¨
	(b) x

3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions)
	BK

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
	ITEMS 2(d) OR 2(e)			¨

6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Kingdom of Spain

		7	SOLE VOTING POWER
			83,770,000
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
		8	SHARED VOTING POWER
			-0-

		9	SOLE DISPOSITIVE POWER
			83,770,000

		10	SHARED DISPOSITIVE POWER
			-0-


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	83,770,000

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
	CERTAIN SHARES (See Instructions)			¨


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	6.862%¹

14	TYPE OF REPORTING PERSON (See Instructions)
	CO

¹ 6.862% when calculated on a fully diluted basis, based on 1,220,863,463 shares of common stock of the Issuer outstanding as of December 31, 2005, as reported on the Issuer’s Form 20-F filed on July 14, 2006.

This Amendment No. 1 (this “Amendment”) amends and supplements the Statement on Schedule 13D filed with the Securities and Exchange Commission on October 26, 2006, by and on behalf of Sacyr Vallehermoso, S.A., a corporation organized under the laws of the Kingdom of Spain (“SyV”) with respect to shares of Ordinary Common Stock, par value EUR 1.00 per share (the “Common Stock” and each such share of Common Stock a “Share”), of REPSOL YPF, a corporation organized under the laws of the Kingdom of Spain (the “Issuer”). The principal executive offices of the Issuer are located at Paseo de la Castellana 278, Madrid, Spain 28046. Unless specifically amended or modified hereby, the disclosure set forth in the Statement on Schedule 13D dated October 26, 2006 shall remain unchanged and in full effect.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

The information contained in Item 3 of the Statement on Schedule 13D dated October 26, 2006 is hereby amended and supplemented by replacing the previous disclosure in its entirety with the following:

Between September 25 and October 25, 2006, Sacyr Vallehermoso Participaciones Mobiliarias, S.L, a wholly owned subsidiary of SyV (its “Subsidiary”), purchased, through Banco Santander Central Hispano, S.A. (“Banco Santander”) as broker, 65,470,000 shares of Common Stock, which constitute 5.363% of the outstanding shares of Common Stock (based on 1,220,863,463 shares of Common Stock of the Issuer outstanding as of December 31, 2005, as reported on the Issuer’s Form 20-F filed on July 14, 2006), for a price of approximately EUR 1.606 billion (or a weighted average price of EUR 24.53 per share of Common Stock).

Between October 26 and November 2, 2006, SyV, through its Subsidiary, purchased through Banco Santander, as broker, an additional 18,300,000 shares of Common Stock, which constitute an additional 1.499% of the outstanding shares of Common Stock, for a price of approximately EUR 472,429,000 (or a weighted average price of EUR 24.81 per share of Common Stock).

These transactions bring SyV’s total beneficial ownership in the Issuer to 83,770,000 shares of Common Stock, which constitutes approximately 6.862% of the outstanding shares of Common Stock.

The total EUR 2.078 billion investment was financed by Banco Santander through two bridge facilities (the “Bridge Facilities”) to SyV’s Subsidiary, for which SyV provided a guarantee. The Bridge Facilities, which have not been totally disposed, consist of:

A loan up to EUR 1.100 billion due no later than January 15, 2007, with an interest rate of EURIBOR plus 0.80%.
A loan up to EUR 1.500 billion due no later than January 15, 2007, with an interest rate of EURIBOR plus 0.80%.

These bridge loans will be refinanced with a limited-recourse long-term loan from Banco Santander pursuant to a Long-Term Loan Agreement. The main terms of the Long-Term Loan Agreement are:

Maximum loan amount of EUR 5.175 billion
An approximate 19/81% debt-to-equity ratio
An interest rate of EURIBOR plus 1.00% through the 24th month, EURIBOR plus 1.10% from the 24th month through the 48th month, EURIBOR plus 1.20% after the 48th month
A final maturity of 6 years

SyV will be required to provide a guarantee on the long-term loan in the event that the loan to value ratio becomes less than 105% during first 24 months or 115% from month 24 onwards. Such a guarantee, if required, would consist of additional cash or of listed securities.

The description of the terms of the Bridge Facility agreements and the Long Term Loan Agreement contained herein is a summary only and is qualified in its entirety by the terms of the Bridge Facility agreements and the Long Term Loan Agreement. The Bridge Facility agreements are attached as Exhibits 10.1 and 10.2 hereto, and the Long-Term Loan Agreement is attached as Exhibit 10.3 hereto.

ITEM 4. PURPOSE OF TRANSACTION.

The information contained in Item 4 of the Statement on Schedule 13D dated October 26, 2006 is hereby amended and supplemented by replacing the last paragraph thereof with the following:

Item 3 above and Items 5 and 6 below are hereby incorporated into this Item 4 by reference. Except as otherwise disclosed in those Items or in this Item 4, SyV does not currently have any contracts, arrangements, understandings or relationships with any person with respect to the voting or holding of the Issuer’s securities or that would be related to or would result in any of the matters described in Items 4(a)-(j) of Schedule 13D; however, as part of the ongoing evaluation of this investment and investment alternatives, including in connection with the possible acquisition of shares of Common Stock referred to herein, SyV may consider such matters and, subject to applicable law, may formulate a plan with respect to such matters, and, from time to time, may hold discussions with or make formal proposals to management or the board of directors of the Issuer, other shareholders of the issuer, o r other third parties regarding such matters. SyV may also take any other action with respect to the Issuer or any of its debt or equity securities in any manner permitted by law.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

The information contained in Item 5 of the Statement on Schedule 13D dated October 26, 2006 is hereby amended and supplemented by replacing the previous disclosure in its entirety with the following:

(a) SyV, through its Subsidiary, beneficially owns 83,770,000 shares of Common Stock.

(b) SyV, through its Subsidiary, has the sole power to direct the vote of the shares of Common Stock listed in Item 5(a).

(c) Information concerning transactions in shares of Common Stock since August 27, 2006 is set forth on Schedule 2 hereto. Except as described in Items 3, 4 and 6 hereto, neither SyV nor, to the best of SyV’s knowledge, any of the persons listed on Schedule 1 hereto, has engaged in transactions in shares of Common Stock of the Issuer in the last 60 days.

(d) Inapplicable.

(e) Inapplicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

The information contained in Item 6 of the Statement on Schedule 13D dated October 26, 2006 is hereby amended and supplemented by deleting the last sentence of the first paragraph thereof and replacing the last paragraph thereof with the following:

The cash settlement Total Return Swaps described above were entered into between October 13 and October 25, 2006. Between October 25 and November 1, 2006, the Subsidiary exercised an early termination right with respect to certain of the cash settlement Total Return Swaps with Banco Santander relating to a total of 18,000,000 shares of Common Stock of the Issuer.

The description of the terms of the Master Agreement and the confirmations received pursuant to the Master Agreement is a summary only and is qualified in its entirety by the terms of the Master Agreement and the confirmations received thereby. The Master Agreement and the confirmations received thereby are attached as Exhibit 10.4 hereto.

Other than as described in this Item 6 and Items 3, 4 and 5 above, neither SyV nor its Subsidiary has any contracts, arrangements, understandings or relationships with any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

The information contained in Item 7 of the Statement on Schedule 13D dated October 26, 2006 is hereby amended and supplemented by replacing the previous disclosure in its entirety with the following:

Exhibit Title

10.1	Bridge Credit Facility Agreement, dated October 11, 2006, among Sacyr Vallehermoso Participaciones Mobiliarias, S.L. as borrower, Sacyr Vallehermoso, S.A. as guarantor, and Banco Santander Central Hispano, S.A. as financing bank (English translation from Spanish)

10.2	Bridge Credit Facility Agreement, dated October 16, 2006, among Sacyr Vallehermoso Participaciones Mobiliarias, S.L. as borrower, Sacyr Vallehermoso, S.A. as guarantor, and Banco Santander Central Hispano, S.A. as financing bank (English translation from Spanish)

10.3	Long-term facility for acquisition of up to 20% of REPSOL YPF, S.A., dated October 26, 2006, by SPV wholly-owned by Sacyr Vallehermoso, S.A. (English translation from Spanish)

10.4	International Swaps and Derivatives Association, Inc. Master Agreement, between Banco Santander Central Hispano, S.A. and Sacyr Vallehermoso Participaciones Mobiliarias, S.L., dated October 9, 2006, with confirmations dated October 12, 2006; October 13, 2006; October 16, 2006; October 17, 2006 and October 25, 2006

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.

Dated: November 2, 2006						SACYR VALLEHERMOSO, S.A.


						By: /s/ Marta Silva de Lapuerta

						Name: Marta Silva de Lapuerta
						Title: General Secretary of the Board

SCHEDULE 2

The information set forth in the chart in the Statement on Schedule 13D dated October 26, 2006 entitled “Transactions in Shares of the Issuer by Sacyr Vallehermoso During Last 60 Days” is hereby amended and supplemented by replacing the contents thereof with the following:

TRANSACTIONS IN SHARES OF THE ISSUER BY SACYR VALLEHERMOSO DURING

LAST 60 DAYS

All the purchases of shares of Ordinary Common Stock set forth below were made through Sacyr Vallehermoso Participaciones Mobiliarias, S.L., a wholly owned subsidiary of SyV. All shares were bought through Santander Central Hispano Bolsa. Each purchase, except for one, was made in the Spanish Open market (Sistema de Interconexión Bursátil – Mercado Continuo), and the purchase marked “(1)” was made in an over-the-counter transaction.

	Date of	Number of	Price per Share
Transaction		Shares	(in Euros)
Sep 25, 2006		110,000	21.64
Sep 26, 2006		1,000,000	21.79
Sep 27, 2006		1,000,000	22.91
Sep 28, 2006		1,890,000	22.70
Sep 29, 2006		1,000,000	23.57
Oct 2, 2006		2,000,000	23.75
Oct 3, 2006		5,000,000	23.25
Oct 4, 2006		3,800,000	23.22
Oct 5, 2006		1,000,000	23.60
Oct 6, 2006		2,000,000	23.82
Oct 9, 2006		1,000,000	23.80
Oct 11, 2006		1,500,000	25.54
Oct 16, 2006		15,300,000	26.57
Oct 16, 2006		24,500,000	(1) 24.02
Oct 24, 2006		970,000	25.71
Oct 25, 2006		3,400,000	25.58
Oct 26, 2006		3,800,000	26.32
Oct 27, 2006		2,000,000	26.09
Oct 30, 2006		3,300,000	26.24
Oct 31, 2006		2,500,000	26.39
Nov 1, 2006		3,500,000	24.12
Nov 2, 2006		3,200,000	26.03

		83,770,000

EX-10.1 2 ex102.htm EXHIBIT 10.1 ex102.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

EXHIBIT 10.1

BRIDGE CREDIT FACILITY AGREEMENT

between

SACYR VALLEHERMOSO PARTICIPACIONES MOBILIARIAS, S.L.

as Borrower

SACYR VALLEHERMOSO, S.A.

as Guarantor

and

BANCO SANTANDER CENTRAL HISPANO, S.A.

Financing Bank

Madrid, October 11, 2006

CONTENTS

PARTIES

RECITALS

CLAUSES

1.	AMOUNT AND PURPOSE OF BRIDGE FACILITY

	1.1.	AMOUNT

	1.2.	PURPOSE

2.	DRAWDOWN OF BRIDGE FACILITY

	2.1.	DRAWDOWN CONDITIONS

	2.2.	DRAWDOWN OF BRIDGE FACILITY

	2.3.	DELIVERY OF DRAWDOWN FUNDS

3.	BRIDGE FACILITY SPECIAL ACCOUNT

4.	INTEREST

	4.1.	ACCRUAL AND PAYMENT OF INTEREST

	4.2.	INTEREST PERIODS

	4.3.	SELECTION OF TERM OF DURATION OF INTEREST PERIODS

	4.4.	INTEREST RATE

		A)	Reference Interest Rate and Margin

		B)	Margin

		C)	Ordinary Reference Interest Rate

		D)	Preferred Substitute Reference Interest Rate

		E)	Subsidiary Substitute Reference Interest Rate

	4.5.	CALCULATION AND COMMUNICATION OF INTEREST RATE

	4.6.	ANNUAL PERCENTAGE RATE

	4.7.	CALCULATION

5.	ORIGINATION FEE

6.	AMORTIZATION

	6.1.	ORDINARY AMORTIZATION

	6.2.	VOLUNTARY PREPAYMENT

	6.3.	PREPAYMENT DUE TO REFINANCING

7.	PAYMENTS

8.	IMPUTATION OF PAYMENTS

9.	DEFAULT IN SATISFACTION OF OBLIGATIONS

	9.1.	DEFAULT INTEREST

	9.2.	DEFAULT INTEREST RATE

	9.3.	ACCRUAL, CAPITALIZATION AND PAYMENT

	9.4.	OTHER RIGHTS ARISING FROM DEFAULT OR BREACH

10.	INDEMNITIES

11.	TAXES AND EXPENSES

	11.1.	INDIRECT TAXES

	11.2.	CORPORATE INCOME TAX OF FINANCING BANK

	11.3.	PAYMENTS NET OF TAXES AND GROSSING UP

	11.4.	OTHER COSTS AND EXPENSES

12.	ADDITIONAL COST AND UNFORESEEN ILLEGALITY

	12.1	ADDITIONAL COST

	12.2.	UNFORESEEN ILLEGALITY

13.	REPRESENTATIONS OF THE BORROWER AND THE SHAREHOLDER

	13.1.	REPRESENTATIONS

	13.2.	EFFECTIVENESS OF REPRESENTATIONS

14.	OBLIGATIONS OF THE BORROWER AND THE SHAREHOLDER IN ADDITION TO PAYMENT OBLIGATIONS

	14.1.	REPORTING OBLIGATIONS

	14.2.	BORROWER’S OBLIGATIONS TO ACT AND NOT ACT

	14.3.	SHAREHOLDER’S OBLIGATIONS

15.	EARLY TERMINATION

	15.1.	EARLY TERMINATION EVENTS

	15.2.	EFFECTS OF TOTAL EARLY TERMINATION

16.	SIGNATURE GUARANTEE

17.	SETTLEMENT OF BALANCE DUE AND JUDICIAL ENFORCEMENT

	17.1.	SETTLEMENT AND ENFORCEMENT AGAINST THE BORROWER

	17.2.	SETTLEMENT AND ENFORCEMENT AGAINST THE SHAREHOLDER

18.	SET-OFF

19.	COMPUTATION OF TIME PERIODS

20.	NOTICES

	20.1.	FORM OF GIVING NOTICES

	20.2.	ADDRESSES AND ACCOUNTS

	20.3.	NEW ADDRESSES

21.	ASSIGNMENTS

	21.1.	ASSIGNMENT BY FINANCING BANKS

	21.2.	ASSIGNMENT BY THE BORROWER AND THE SHAREHOLDER

22.	CONFIDENTIALITY

23.	JURISDICTION

24.	GOVERNING LAW

25.	PUBLIC NOTARIZATION

SCHEDULE	1	REQUEST FOR DRAWDOWN

SCHEDULE	2	NOTICES

Made in Madrid, this 11^th day of October, 2006,

BY AND AMONG

(i)	Sacyr Vallehermoso Participaciones Mobiliarias, S.L. (hereinafter, the “Borrower”), a Spanish company, having its registered offices at Paseo de la Castellana, 83-85, Madrid, holder of Tax Identification Code number B84791516, as represented herein by Mr. Luis Fernando del Rivero Asensio, of legal age, holder of National Identity Card number 22403911W, in his capacity as Administrator with individual powers, having sufficient powers and authorities to execute this Agreement, as accredited by means of the deed of incorporation executed before Madrid Notary Public Ignacio Martínez-Echevarría y Ortega on August 1, 2006, under number 1,379 of his official records.

(ii)	SACYR VALLEHERMOSO, S.A. (hereinafter, the “Shareholder”), a Spanish company, having its registered offices at Paseo de la Castellana, no. 83-85, holder of Tax Identification Code number A28013811, as represented herein by Mr. Luis Fernando del Rivero Asensio, of legal age, holder of National Identity Card number 22403911W, in his capacity as Chairman of the Board of Directors, with sufficient powers and authorities to execute this Agreement as accredited by means of the deed of appointment and delegation of powers and authorities executed before Madrid Notary Public José-Aristónico García Sánchez, on November 16, 2004, under number 2,589 of his official records.

(iii)	BANCO SANTANDER CENTRAL HISPANO, S.A. (hereinafter, the “Financing Bank”), a Spanish company, having its registered offices at Paseo Pereda, 9-12, 39004 Santander, Cantabria, holder of Tax Identification Code number A39000013, as represented herein by Ignacio Domínguez-Adame Bozzano, of legal age, holder of National Identity Card number 1391826M, and by Manuel Pérez Peral, of legal age, holder of National Identity Card number 27300295P, having sufficient powers and authorities to execute this Agreement.

WITNESSETH

I.	Whereas the Borrower wishes to acquire (the “Acquisition”) on the market shares of the company REPSOL YPF, S.A. (the “Affected Company”).

II.	Whereas in order to finance the Acquisition until such time in which a more long- term facility is arranged, the Borrower has applied to the Financing Bank for a bridge credit facility in an amount of up to €1,100,000,000.

III.	Whereas the Shareholder has undertaken to jointly and severally guarantee the Borrower’s obligations under the bridge credit facility referred to in the above recital.

CLAUSES

1.	AMOUNT AND PURPOSE OF BRIDGE FACILITY

1.1.	Amount

	Subject to the terms and conditions established in this Agreement, the Financing Bank hereby grants to the Borrower, who hereby accepts, a commercial bridge credit facility (the “Bridge Facility”) for a maximum amount of €1,100,000,000 (ONE BILLION ONE HUNDRED MILLION EURO) (the “Facility Amount”).

	The Borrower agrees to draw down the Bridge Facility in the terms and conditions established in this Agreement, to repay the principal drawn down and to pay interest thereon. Furthermore, it is required to pay any fees, costs, taxes and expenses assumed in the Bridge Facility and to abide by the remaining obligations thereof in accordance with the provisions of this Agreement.

1.2.	Purpose

	The Bridge Facility shall be used exclusively to finance:

	(i)	the purchase price of the shares of the Affected Company which are being or have been acquired by the Borrower within the frame of the Acquisition; and

	(ii)	the expenses associated with the Acquisition.

2.	DRAWDOWN OF BRIDGE FACILITY

2.1.	Drawdown Conditions

	The Borrower may draw down the Bridge Facility in one or more drawdowns (each one of which, the “Drawdown”) provided that, with respect to each one of them, both on the date of the relevant Drawdown as well as on the expected date of repayment thereof, the following conditions are satisfied:

	(a)	That the formal representations made by the Borrower and the Shareholder in clause 13 continue to be true, correct and accurate in their entirety.

	(b)	That no cause for early termination of this Agreement exists in accordance with clause 15 or is any such cause going to take place as a consequence of making the Drawdown.

	(c)	That the pay-out be earmarked towards the payment of the shares of the Affected Company and brokerage expenses.

2.2.	Drawdown of Bridge Facility

	The Bridge Facility may be drawn down through the Business Day preceding the Final Maturity Date.

	Each Drawdown request shall be tied to one of the purposes established in clause 1.2. Drawdowns may take place subject to application made for such purpose by the Borrower.

	The delivery date of the funds requested shall be that notified in the relevant application for Drawdown (the delivery date of funds shall be deemed to be the “Drawdown Date”).

	The Drawdown request, which must be received by the Financing Bank at least on the second Business Day prior to the Drawdown Date, shall conform with the form attached hereto as Schedule 1, shall be irrevocable, the Borrower thus being required to draw down the amount requested on the date and in the amounts indicated, and must be signed by a person or persons holding sufficient powers of attorney to represent the Borrower.

	In no case may the amount of a Drawdown, added to the amount of Drawdowns made previously, exceed the Facility Amount.

2.3.	Delivery of Drawdown Funds

	Funds drawn down by the Borrower must be paid-out on the relevant Drawdown Date into the account open in the Borrower’s name at Branch 1500 of the Financing Bank.

	The Borrower acknowledges and accepts that payment made in accordance with the stipulations of this clause shall take all legal effects of delivery and shall represent an effective payment receipt and acknowledgement of the delivery of funds against the Drawdown on the part of the Borrower.

	The Financing Bank may refuse the delivery of funds pursuant to a Drawdown, the use of which is other than as provided by this Agreement.

3.	BRIDGE FACILITY SPECIAL ACCOUNT

	The Financing Bank shall open a special account in which it shall record each one of the Drawdowns, accruals and payments made with respect to the Bridge Facility.

	The following entries shall be made in this account, as applicable:

DEBIT:

- Amounts drawn down by the Borrower as principal of the Bridge Facility; and

	- Interest, fees and any other concepts accruing against the Bridge Facility, with the ability to make entries pertaining to amounts accruing pending maturity every day or grouped together by any periods of time;

	CREDIT:

	- Payments received by the Financing Bank for settlement or amortization of obligations arising out of the Bridge Facility.

	Accordingly, the account balance shall establish at all times the liquid balance owed by the Borrower to the Financing Bank as a consequence of the Bridge Facility.

4.	INTEREST

4.1.	Accrual and Payment of Interest

	The amount of the Bridge Facility drawn down and pending repayment shall accrue interest daily on the basis of a 360-day year, and shall be calculated in accordance with the provisions of clause 4.7.

	The interest rate shall be set separately for each Interest Period, the relevant rate applying to the principal of the Bridge Facility during the term of duration of such period.

	Interest accruing during each one of the Interest Periods shall remain due and payable on the last day of the relevant Interest Period, with no need for prior formal demand, in the form established in clause 7 of this Agreement.

4.2.	Interest Periods

	The time between each Drawdown Date and the Final Maturity Date shall be deemed to be divided into successive periods referred to as “Interest Periods”.

	The duration of the Interest Periods applicable to each Drawdown shall adjust to the following rules:

	(a)	The Interest Periods shall have a duration of one (1) or three (3) months, at the choice of the Borrower.

	(b)	The first Interest Period of each Drawdown shall begin on the respective Drawdown Date. Each one of the following Interest Periods for said Drawdown shall commence on the last day of the immediately preceding Interest Period of such Drawdown. At the end of each Interest Period a new Interest Period shall begin. For the accrual, calculation and settlement of interest of the various Interest Periods the first day of the period shall be deemed to be included and the last day excluded.

	(c)	The dates set in this Agreement for making any payment which turn out to be a non-business day shall be deemed to be transferred to the immediately following Business Day, unless the latter should fall within the following calendar month, in which case they shall be deemed to be transferred to the immediately preceding Business Day. If this should yield a greater or lesser duration in a period of time which must conclude on that payment date, the extension or reduction of the period of time so taking place shall be deducted from or added to, respectively, the immediately following period making for continuity with the former.



		The exact computation of each Interest Period shall be made in accordance with the rules, practices and conventions which govern the Euro Money Market from time to time. The next Interest Period shall end on the same date on which it would have ended had the adjustment of the immediately preceding Interest Period not take place in accordance with the rules mentioned above.

	(d)	The duration of Interest Periods shall necessarily be adjusted, with regard to their ending date, so as to coincide with the Final Maturity Date.

	(e)	Until the end of the Drawdown Period, the duration of the Interest Period of the second and subsequent Drawdowns shall be for a period equal to that running from the date of the Drawdown in question through the expiration date of the Interest Period in effect at that time. Consequently, on the said date, all Drawdowns in effect at that time shall be consolidated into one single one.

		As a consequence of the provisions of sections (d) and (e), supra, the duration of an Interest Period may differ from those contemplated in section (a) and have a duration of weeks or days, less than one (1) month.

4.3.	Selection of Term of Duration of Interest Periods

	Prior to 10:30 a.m. on the third Business Day preceding the start of each Interest Period, the Borrower shall notify the Financing Bank of the duration selected for the new Interest Period about to begin, within the options indicated in section 4.2, section (a) and subject to the further limitations established above. If it does not do so, shall be deemed to have chosen the duration of the Interest Period to be one (1) month (or, as the case may be, such other lesser duration in compliance with the provisions of section 4.2, section (d), supra).



4.4.	Interest Rate

	A) Reference Interest Rate and Margin:

	The interest rate shall be equal to the sum of (a) the “Reference Interest Rate” plus (b) the “Margin”.

	The applicable Reference Interest Rate (the “Ordinary Reference Interest Rate”) shall be EURIBOR, calculated as provided by paragraph C) of this clause.

	In the absence of the Ordinary Reference Interest Rate, the Reference Interest Rate shall be that which results from the quotations of rates calculated by the Reference Banks in accordance with the provisions of paragraph D) of this clause (“Preferred Substitute Reference Interest Rate”); and, in the absence of the latter, the Reference Interest Rate shall be that agreed to by the Parties in accordance with the provisions of section E) of this clause (the “Subsidiary Substitute Reference Interest Rate”).

	The Substitute Reference Interest Rates, whether Preferred or Subsidiary, shall apply during the entire duration of the Interest Period to which such rate refers, which duration shall be determined by the rate in question. The application of the Substitute Reference Interest Rate shall cease at such time in which an Interest Period begins in which the exceptional circumstances which led to the application thereof disappear, the applicable Ordinary Reference Interest Rate once again being applied as from such time.

	The interest rate resulting from the addition of the Margin to the Reference Interest Rate shall be increased by:

	- the amount of any present or future tax or state or non-state surcharge, levied upon the obtaining of funds in the Euro Money Market; and

	- as the case may be, the following costs of obtaining funds in the Euro Money Market, duly justified: (i) brokerage fee; and (ii) funds’ transfer costs.

B)	Margin:

	“Margin” is taken to mean 80 (EIGHTY) basis points, which shall be added to the Reference Interest Rate.

C)	Ordinary Reference Interest Rate:

	“EURIBOR” (Euro Interbank Offered Rate) is taken to mean the reference interest rate of the Euro Money Market which results from application of the convention in force from time to time, under the auspices of the FBE (Federation Bancaire de l’Union Europeene) and the Financial Market Association (ACI) as presently published on the Reuters “EURIBOR 01” screen, or that which may come to replace it from time to time, at approximately 11:00 a.m. on the second Business Day immediately preceding

	the start of each Interest Period, for deposits in Euro for a period of time equal to the Interest Period in question, with delivery of funds on the second Business Day following the day the rate is set, as per the calendar in effect for TARGET (Trans-European Automated Real-Time Gross Settlement Express Transfer System).

	In the event that, due to extraordinary circumstances or another cause no EURIBOR quotation is provided for the term requested by the Borrower or which is applicable in accordance with the provisions of this Agreement, despite being one of those usually quoted on such market, but a quotation does indeed exist for a lesser term of duration, the rate of those quoted in accordance with the convention and on the screen indicated (or via the source of information which substitutes said screen) pertaining to the term immediately lower in duration than that requested by the relevant Borrower shall be taken as the Reference Interest Rate. The duration of the Interest Period shall necessarily be adjusted to that of the term of the Reference Interest Rate.

	For the particular case of Interest Periods which, due to the effect of adjustments in duration required by clause 4.2, have a duration which is different from the terms for which reference rates are usually offered in accordance with the convention and on the screen indicated in the above paragraph, the interest rate applicable to said period shall be calculated through the linear interpolation of the two rates pertaining to the period immediately lower in duration and to the one immediately higher from among those usually quoted. If there is no lower period, the rate of the higher period shall be taken.

D)	Preferred Substitute Reference Interest Rate:

	In the event that it is not possible to determine the Ordinary Reference Interest Rate applicable to an Interest Period in accordance with the provisions of section C), supra, the Financing Bank shall notify this circumstance to the Borrower, and the reference interest rate shall be the “Preferred Substitute Reference Interest Rate” determined in function of the quotations of the Reference Banks.

	The Preferred Substitute Reference Interest Rate shall be calculated as the arithmetic mean of the interest rates reported (publicly or to the Financing Bank) by Banco Popular, Banco Sabadell and Barclays (hereinafter, the “Reference Banks”) as rates being offered to first-rate banks in the Euro Money Market for the establishment of deposits in Euro at a term equal to the duration of the Interest Period in question, at approximately 11:00 a.m. on the second Business Day immediately preceding the start of the Interest Period in question. In the event that any of the Reference Banks does not provide the interest rate, the Substitute Interest Rate shall be calculated on the basis of those furnished by the remaining Reference Banks. And if only one of these

Reference Banks is able to provide the interest rate, such interest rate shall govern.

If none of the Reference Banks provide a quotation for deposits at the same term requested by the Borrower or which is applicable in accordance with the provisions of this Agreement, despite being one of those usually quoted in the Euro Money Market, whether due to extraordinary circumstances or another cause, but do provide one for another term of a lower duration, the Reference Interest Rate shall be that of those quoted by at least two of them for a term of those usually quoted in the respective market, of an immediately lower duration than the one requested. The duration of the Interest Rate shall necessarily be adjusted to the term pertaining to the Reference Interest Rate.

For the particular case of Interest Periods which, due to the effect of adjustments in duration required by clause 4.2, have a duration which is different from the terms for which reference rates are usually offered in accordance with the convention and on the screen indicated in the above paragraph, the interest rate applicable to said period shall be calculated through the linear interpolation of the two rates pertaining to the period immediately lower in duration and to the one immediately higher than the Interest Period, from among those usually offered in such medium for which there is a quotation by at least two of the Reference Banks. If there is no lesser period, the rate of the higher period shall apply.

Public notices or those sent to the Financing Bank by the Reference Banks shall serve as attestable evidence of the Substitute Reference Interest Rate.

The substitution of the Reference Banks shall be possible through a new appointment proposed by the Financing Bank and accepted by the Borrower, who may not object if the new Reference Bank (i) forms part of the panel of banks which quote EURIBOR of those appearing from time to time published or referred to on the website www.euribor.org for deposits in Euro; and (ii) is not the Financing Bank.

In the event that any of the Reference Banks merges with another credit entity or is absorbed thereby, the new resulting or receiving bank, as the case may be, shall substitute the former for purposes of this Agreement. If a spin-off of any of the Reference Banks should take place, all banks resulting from the spin-off that continue to be credit entities shall be deemed to be Reference Banks.

In the event that any of the Reference Banks is liquidated or ceases to exist for any cause other than as provided by the above paragraph, or comes to hold the status of Financing Bank of this Agreement, the credit entity to occupy the place of the former shall be appointed in accordance with the rules contemplated above.

	E)	Subsidiary Substitute Reference Interest Rate:

		In the event that it is also not possible to determine the Preferred Substitute Interest Rate for an Interest Period, the Financing Bank shall notify this circumstance to the Borrower, and the Reference Interest Rate shall be that which is negotiated in good faith and determined by the Borrower and the Reference Bank within a deadline of 15 Business Days, it being established that, if within the said deadline, the Parties do not reach an agreement with respect to the Subsidiary Substitute Reference Interest Rate, the Bridge Facility shall become null and void and the Borrower shall be henceforth required to repay it together with interest accruing thereon at the last Reference Interest Rate and any other amount which is owed by the Borrower in accordance with the Agreement.

4.5.	Calculation and Communication of Interest Rate

	The Financing Bank shall calculate the Reference Interest Rate applicable to the relevant Interest Period and shall notify it to the Borrower the same day it is determined.

	The determination of the Reference Interest Rate by the Financing Bank shall be binding upon the Borrower, except in the case of error.

	In case of demonstrated error in the calculation of the Reference Interest Rate verified at any time during the Interest Period in progress, it shall be immediately remedied by the Financing Bank, the remedy taking effect as from the start date of application of the erroneous rate.

4.6.	Annual Percentage Rate

	As a matter of information, in accordance with the requirements of Bank of Spain Circular 8/1990, as published in the Official State Gazette (Boletín Oficial del Estado), issue number 226, on September 20, 1990, as worded pursuant to Circular 4/1998, of January 27, it is stated for the record that the annual percentage rate pertaining to the nominal interest rate applicable to the Bridge Facility shall be determined in accordance with the formula appearing in Schedule V to the Circular, in accordance with the new names of the mathematical symbols contained in Bank of Spain Circular 13/1993, of December 21, 1993, expressly deemed to be reproduced herein. Taxes and expenses shall be excluded from the calculation.

4.7.	Calculation

The absolute amount of interest which shall accrue daily in favor of the Financing Bank on principal pending repayment shall be calculated, for each Drawdown, in accordance with the following formula:

Interest = P x ANIR x d
36,000

Where:

“P” is the amount of principal pending repayment for each Drawdown.

“ANIR” is the nominal Interest Rate applicable to the Interest Period settled.

“d” is the number of days of the Interest Period settled.

5.	ORIGINATION FEE

	The Financing Bank shall receive an origination fee in the amount of €220,000, which must be paid by the Borrower on the date hereof.

6.	AMORTIZATION

6.1.	Ordinary Amortization

	The total amount of the Bridge Facility shall be repaid by the Borrower on January 15, 2007 (the “Final Maturity Date”).

	On the same date, the Borrower must repay the total amounts owed under the Agreement including, apart from the payment of principal, interest, default interest, commissions, fees, taxes, expenses and any other concept for which the Borrower is responsible in accordance with this Agreement.

6.2.	Voluntary Prepayment

	The Borrower may voluntarily prepay all or part of the Bridge Facility, at no premium and with no penalty, provided that the following conditions are satisfied:

	(a)	That the Borrower notifies its decision (which shall be irrevocable) to the Financing Bank in writing, submitted at least five (5) Business Days before the date on which it is desired to make the prepayment in question.

	(b)	That the notice shall specify the amount to be repaid and that the latter shall be equal to the total outstanding balance of the Bridge Facility or, failing this, a minimum amount of €10,000,000 or, in greater amounts, multiples of the aforesaid amount.

	(c)	That the prepayment date shall coincide with an Interest Period expiration date.

		The notice shall be binding upon and irrevocable for the Borrower, who shall be required to make payment of the amount due.

	Amounts paid-off may in no case be re-drawn by the Borrower.

6.3.	Prepayment Due to Refinancing

	The early termination and repayment of the facility, with payment of interest accrued, at no premium and with no penalty, shall take place on the same date on which a new facility is available which replaces this one in its entirety, provided that the Financing Bank, among other lender banks, shall participate therein.

	The date of a prepayment made in accordance with this clause must coincide with an Interest Period expiration date.

	Amounts paid-off may in no case be re-drawn by the Borrower.

7.	PAYMENTS

	On each date on which the Borrower must pay any sum due in accordance with this Agreement it shall do so, with no need for prior formal demand, prior to 10:00 a.m., for value that same day, as per Bank of Spain valuation rules.

	In order to make any payment due under this Agreement, the Borrower must fund with sufficient funds the current account open for this purpose at the Financing Bank, who is irrevocably authorized to debit against this account any amount due.

	Payments so made by the Borrower to the Financing Bank shall imply an effective payment receipt in favor of the Borrower.

	Amounts owed under this Agreement shall be paid by the Borrower in Euro.

8.	IMPUTATION OF PAYMENTS

	Any payment made by the Borrower to the Financing Bank in accordance with this Agreement shall be applied to the following concepts and in the same order as established below:

	(a)	Default interest.

	(b)	Ordinary interest accrued and fallen due.

	(c)	Expenses contemplated under clause 11.

	(d) Fees.

	(e) Taxes.

	(f) Additional costs contemplated under clause 12.

	(g) Judicial costs.

	(h) Principal.

	Within each of the above concepts, the imputation of payments shall begin with the oldest debts, without in any case, nevertheless, that made to certain debits meaning a waiver of others, even if they are older, whether deriving from the same or another concept.

	In particular, the receipt by the Financing Bank of a principal payment on the Bridge Facility, even without expressly reserving the right to interest agreed, shall not cancel the obligation to pay interest for which the Borrower is responsible, which shall continue to be payable.

9.	DEFAULT IN SATISFACTION OF OBLIGATIONS

9.1.	Default Interest

	Any sum of money not paid when due shall automatically accrue interest for default, or default interest, in accordance with the provisions of article 316 of the Commercial Code at the rate established, infra.

	No previous formal demand by the Financing Bank shall be necessary in order that a default shall exist.

9.2.	Default Interest Rate

	The default interest rate applicable to any amount due and not paid shall be that resulting from adding one (1) percentage point to the interest rate applicable from time to time to the sums owed, as from the date on which the default occurred until it is paid in full.

	In the event that a non-payment refers to any concept other than principal on the Bridge Facility and, at that time, interest rates of a different amount are applicable to the amounts drawn down under the Bridge Facility, the default interest rate applicable to the said concepts shall be that which results from adding one (1) percentage point to the average interest rate of all those in force for the various drawdowns.

9.3.	Accrual, Capitalization and Payment

	Default interest shall accrue day to day on sums payment of which was been delayed, on the basis of a 360-day year and in function of the number of days actually transpiring and shall be settled and paid monthly in arrears as from the occurrence of the default and through the date on which the latter ceases.

	Default interest due and not paid shall be capitalized monthly (as well as on the date on which the default ceases to occur and on the date on which an interim payment is made) for purposes of the provisions of article 317 of the Commercial Code.

9.4.	Other Rights Arising from Default or Breach

	The provisions of this clause may not be construed as a waiver or impairment of the rights to which the Financing Bank is entitled as a consequence of non-payment, in accordance with the provisions of other clauses of this Agreement.

10.	INDEMNITIES

	The Borrower agrees to hold the Financing Bank harmless:

	(a)	Against any damage it suffers as deriving from the occurrence of any Early Termination Event and, as the case may be, from the declaration of early termination and the payment of any amount on a date other than that on which it should have been paid had the Agreement been performed by the Borrower without incident. For this purpose, and without prejudice to the potential consequences deriving from the breach of this Agreement, the Borrower shall pay to the Financing Bank the damages it causes thereto as a consequence of amortizations or payments made on a day other than the normal due date of the obligation or on a day that is not the last of an Interest Period, which shall in any case include Rupture or Fund Prospecting Costs, as duly justified.

		Rupture or Fund Prospecting Costs shall be taken to mean (i) the differential against the Financing Bank obtained on the investment in the Euro Money Market of the amounts prepaid in comparison with the cost of those funds which would have been taken into consideration in order to determine the interest rate of the Interest Period within which the prepayment was made; and (ii) any other damage for the Financing Bank directly resulting from the cancellation, renewal or alteration of the liability transactions assigned to financing this transaction.

	(b)	Against any cost which either of them suffers as a result of obtaining the necessary funds in order to fill a request for Drawdown which does not come to be delivered to the Borrower due to a cause attributable to the latter; and

	(c)	Against any damage it may suffer as a consequence of acting on or giving credit to any notice from the Borrower.

11.	TAXES AND EXPENSES

11.1.	Indirect Taxes

	All taxes, levies, contributions, duties, official rates and tax liens of any type, whether present or future, levied upon the formalization, application, enforcement and termination of this Agreement or the performance thereof, are for the exclusive expense of the Borrower.

11.2.	Corporate Income Tax of Financing Bank

	In any case, the Corporate Income Tax levied upon the Financing Bank shall be for the account of the latter.

11.3.	Payments Net of Taxes and Grossing Up

	All payments which the Borrower makes by virtue of this Agreement as repayment of principal, interest, fees, expenses or of any other nature, shall be free of any type of tax, lien or encumbrance and shall be made without deduction, all of which being for the account of the Borrower, with the exception of the taxes contemplated under clause 11.2.

	If by legal obligation the Borrower becomes required to perform any withholding or make any interim payment for any concept on the interest payments it must make in accordance with this Agreement, the Borrower shall increase them by the necessary amount in order that the Financing Bank, after the withholding or interim payment has been made, receives the same amount as owed, as if such withholding or interim payment did not exist. In this case the Borrower shall send to the Financing Bank, as soon as possible, justification of payments made to the competent authority.

	In the event that, subsequent to an additional payment made by the Borrower by virtue of the provisions of this clause the Financing Bank effectively and definitively recovers all or part of the amount withheld or deducted on account which caused such additional payment, the net amount recovered shall be delivered to the Borrower. The foregoing shall not grant the latter any right to access the books or records of the Financing Bank except in the context of a judicial dispute.

11.4.	Other Costs and Expenses

	Apart from the payment obligations contracted in this Agreement for principal, interest, fees and indemnities, the Borrower assumes at its expense the obligation to pay any other expenses, brokerage fees, taxes, duties, official charges, stamp duties, liens, professional fees and other concepts, whether present or future, having their origin in or accruing as a consequence of the execution, amendment, enforcement or termination of this Agreement, including, in particular:

(a)	Professional fees, brokerage expenses and outlays of the notaries public that intervene in this Agreement, amendments thereof or notices, formal demands documented in attestations or necessary formalities for the performance thereof.

(b)	The Borrower, in any case, shall be responsible for paying the expenses relating to the intervention or public notarization of the Agreement, the obtaining of certified copies or originals intervened by the Notary Public for the Financing Bank. The Borrower hereby empowers the Financing Bank to obtain, at the expense of the Borrower, such originals, copies and notarial certifications of agreement with the record books as requested, fulfilling the requisites required by the Civil Procedure Act in order that enforcement may be dispatched, with the power to request them at the same time for itself, on behalf of and by express mandate by the Borrower, who for such purpose grants it and for which it lends its express, irrevocable consent.

(c)	Any taxes, duties, surcharges and official charges, whether state, provincial or local and autonomous, levied now or in the future on the Agreement, the establishment, amendment, enforcement and termination thereof.

(d)	Expenses, costs and judicial and non-judicial official charges, including attorney fees and court representative rights which accrue as a direct consequence of this Agreement, caused to the Financing Bank upon defending, preserving or enforcing, due to breach by the Borrower, any of the Financing Bank’s rights arising out of this Agreement.

12.	ADDITIONAL COST AND UNFORESEEN ILLEGALITY

12.1.	Additional Cost

	In the event that by legal or regulatory provision, whether or not having its origin in the state, the Financing Bank is imposed obligations (such as ratios, reserves or necessary deposits, inter alia) which entail a decrease or negative variation of the return on the transaction for the Financing Bank or which carry with them an increase in the cost of funds taken in the market in which the Financing Bank seeks recourse in order to finance this Agreement, or limitations are imposed, whether on the interest rate or on fees, or whether of another nature, which carry with them a decrease of the revenues to which the Financing Bank was entitled under this Agreement, the Borrower shall be required to compensate the Financing Bank to the same extent to which the cost of the above-mentioned funds is increased and the decreased income. For such purpose, it will be necessary for the Financing Bank to accredit, via documentation, having incurred the aforesaid increase in cost or decrease in income and determine in a detailed and reasoned settlement the greater costs or lower income, and provided that this is not contrary to law.

	Reciprocally, if by analogous provisions obligations of the Financing Bank disappear (such as ratios, reserves or necessary deposits, inter alia) which entail an increase or positive variation in the return on the transaction for the Financing Bank or which carry with them a decrease in the cost of funds taken in the market in which the

	Financing Bank seeks recourse in order to finance this Agreement, or limitations are repealed, whether as regards interest rate or fees, or of another nature, which carry with them an increase in the income to which the Financing Bank was entitled under this Agreement, and provided that these circumstances carry with them an additional profit for the Financing Bank, the latter shall be required to compensate the Borrower, by rebating thereto the actual, proven advantage experienced by the Financing Bank.

12.2.	Unforeseen Illegality

	When the fulfillment of any of the obligations arising out of this Agreement implies for the Financing Bank the violation of any legal or regulatory provision or regulatory measure ordered or binding interpretative criterion emanating from a competent authority or official body, the Financing Bank, after notifying the Borrower of the circumstances provoking the violation or illegality, may declare all of its obligations cancelled within a deadline of thirty (30) Business Days from the date of notice to the Borrower or within the deadline permitted by law in relation to the relevant innovation or change, if such deadline is shorter.

	The Financing Bank shall adopt all reasonable measures to avoid or mitigate the effects of the circumstances contemplated in this clause, and shall consult the Borrower in good faith in order to find the means for the purpose expressed above, including transferring its share in this Agreement, subject to the Borrower’s consent, to another credit entity(ies) not affected by the circumstances in question.

	If it is not possible to find an alternative measure satisfactory to the Financing Bank, the Borrower shall be required to repay the Bridge Facility to the Financing Bank and to make, at the same time, payment of the relevant interest calculated through the date on which payment actually takes place, as well as expenses (including Rupture or Funding costs) and other amounts which, in accordance with this Agreement, it must pay to the Financing Bank.

13.	REPRESENTATIONS OF THE BORROWER AND THE SHAREHOLDER

13.1.	Representations

	The Borrower and the Shareholder make the representations listed below in favor of the Financing Bank and which are deemed to be of the essence to the granting of the Bridge Facility:

	(a)	That the Borrower is a company validly incorporated and registered with the Mercantile Registry, having its own legal status, legal capacity and capacity to contract sufficient for executing the Agreement and assuming all obligations for which it is responsible as deriving therefrom.

	(b)	That the Borrower has all permits, licenses, authorizations and other approvals which are necessary for carrying on its commercial activities in the manner and pursuant to the scope as it is presently doing, there not existing, to the best

	of its knowledge and belief, any reason or cause which may imply the revocation of any of them. Excepted from this representation are those permits, licenses, authorizations and approvals, the lack of which does not entail a Significant Adverse Effect.

	For purposes of this Agreement, “Significant Adverse Effect” means any fact or circumstance which (i) significantly affects the financial or commercial position of the Borrower and the Borrower’s capacity to fulfill its payment obligations in relation to the Bridge Facility, or which (ii) implies making this Agreement null and void.

(c)	That the execution and performance of the Agreement (i) does not violate any existing legal provision to which the Borrower, the Shareholder or their businesses are subject, the Corporate Bylaws or any other contract or commitment acquired by the Borrower or by the Shareholder, (ii) does not require any authorization, approval, or registration by any person, body or entity to which the Borrower, the Shareholder or their businesses are subject.

(d)	That the authorized signatory(ies) on behalf of the Borrower and the Shareholder are legally empowered to bind the entity they represent in the Agreement.

(e)	That all information furnished by the Borrower and the Shareholder to the Financing Bank, including that of a financial nature, is correct and faithfully reflects their position, with no facts or omissions which impeach the veracity or accuracy of such information existing.

(f)	That the Borrower has sufficient legal title to use the assets necessary for performing its respective commercial activity in the manner as it has been doing up until now.

(g)	That the Borrower has not assumed any type of financial indebtedness other than the Bridge Facility.

(h)	That, to the best of their knowledge and belief, no fact or circumstance exists which has a Significant Adverse Effect on the Borrower or on the Shareholder.

(i)	That the Borrower and the Shareholder have complied with all commercial and civil (whether contract or tort), corporate, labor, environmental and tax obligations, the breach of which may have a Significant Adverse Effect.

(j)	That neither the Borrower nor the Shareholder have taken any step towards declaring or bringing a declaration of insolvency proceedings or insolvency, cessation of business, dissolution, receivership or reorganization, or for the appointment of a trustee, receiver, custodian or analogous civil servant, for all or part of their assets or business.

	(k)	That no litigation, proceeding or administrative, judicial or arbitration measure has been brought against the Borrower or the Shareholder, the result of which could reasonably have a Significant Adverse Effect.

	(l)	That no fact exists which constitutes an Early Termination Event or that, with the passage of time or subject to notice, may constitute an Early Termination Event.

	For purposes of this Agreement, “best of knowledge and belief” means what an orderly and diligent businessperson should know or should have known following a prudent investigation.

13.2.	Effectiveness of Representations

	The representations provided by clause 13.1 shall be deemed to be reiterated by the Borrower and the Shareholder on the last day of each Interest Period and upon each Drawdown by reference to the facts and circumstances existing as at the said date.

14.	OBLIGATIONS OF THE BORROWER AND THE SHAREHOLDER IN ADDITION TO PAYMENT OBLIGATIONS

14.1.	Reporting Obligations

	Notwithstanding the further commitments assumed in this Agreement, the Borrower and the Shareholder agree to abide by the reporting obligations contemplated in this clause.

	(a)	Whenever reasonably requested by the Financing Bank, and as soon as reasonably possible, such information concerning the Borrower and the Shareholder as may reasonably be relevant in order to verify the veracity of the representations and the fulfillment of the obligations contained in this Agreement.

	(b)	As soon as the Borrower or the Shareholder become aware of same, to notify the Financing Bank of the occurrence of any Early Termination Event.

14.2.	Borrower’s Obligations to Act and Not Act

	Notwithstanding the further commitments assumed in this Agreement, the Borrower agrees to abide by the obligations to act and not act contemplated in this clause.

	(a)	Earmark the amount of the Bridge Facility towards the purposes established in clause 1.2.

(b)	Not initiate any procedure aimed at merger, spin-off, winding-up or dissolution of the Borrower, except when entailing corporate reorganizations in which only companies of the same group as the Borrower intervene.

(c)	Not allow or authorize the transformation of the corporate form or a reduction of share capital.

(d)	Not carry out or allow any substantial modification of the activity constituting the Borrower’s corporate purpose.

(e)	Maintain and procure to maintain in force such authorizations, permits, licenses or approvals as may be required by any rule or required by any authority for the normal carrying on of the Borrower’s business activities.

(f)	Abide by, cause to abide by and maintain the effectiveness of all contracts and obligations to which it is party and the breach or termination of which could have a Significant Adverse Effect.

(g)	Not grant loans, post guarantees or transfer funds in favor of third parties in any legally or economically equivalent form.

(h)	Not assume or contract any type of financial indebtedness other than that deriving from this Agreement.

(i)	Not guarantee, bond or secure third party obligations.

(j)	Not offer, grant, or post any type of guarantee, pledge, mortgage or any other type of lien or encumbrance on its assets and rights in favor of third party creditors.

(k)	Not carry out reductions of capital or acquire treasury stock.

(l)	Abide by civil, commercial, administrative, environmental, tax, labor or any other type of law applicable thereto, as well as with permits and authorizations characteristic of its business activity, keeping them in force.

(m)	Maintain and preserve any licenses, permits or authorizations necessary for the normal implementation of its activities, and apply for such licenses, authorizations or permits as may be necessary, now or in the future, for the execution and performance of this Agreement.

(n)	Not distribute dividends to the Shareholder (or remunerate the latter, in its capacity as shareholder or non-trade creditor, or otherwise) or pay interest or principal on any loan or subordinated debt, until the obligations assumed by the Borrower under this Agreement have been cancelled in full.

	(o)	Not dispose of the shares of the Affected Company it acquires against the Bridge Facility unless, on the Interest Period expiration date immediately following the disposal date of said shares, the Borrower earmarks the full amount obtained (net of expenses and taxes) towards the voluntary prepayment of the Bridge Facility in the terms indicated in clause 6.2 (except for section (b) thereof which shall not be applicable to principal payments made in accordance with this clause).

	(p)	Keep the shares of the Affected Company financed by means of this Bridge Facility deposited in a securities account open at the Financing Bank.

14.3.	Shareholders’ Obligations

	Notwithstanding the further commitments assumed in this Agreement, the Shareholder agrees to:

	(a)	Cause the Borrower to abide by the obligations to act and not act established in clause 14.2.

	(b)	Abide by, cause to abide and maintain the effectiveness of the contracts and obligations to which it is party and the breach or termination of which could have a Significant Adverse Effect.

	(c)	Not pledge or otherwise dispose of the shares of the Borrower.

15.	EARLY TERMINATION

15.1.	Early Termination Events

	The facts or circumstances enumerated below constitute cases of breach of the Bridge Facility (“Early Termination Events”):

	(a)	If any payment obligation, whether for principal, interest, fees, expenses or any other concept due by virtue of this Agreement, is unpaid on its due date.

	(b)	If the Bridge Facility is not applied, in whole or in part, to the stipulated purpose.

	(c)	If any significant obligation, not a payment obligation, assumed by the Borrower or the Shareholder in the Agreement is breached and, especially, as a matter of illustration but without limitation, if any of the obligations contained in clause 14 are breached.

	(d)	In the event that the Borrower’s representations made in the Agreement are false or, when reiterated in accordance with the provisions of clause 13.2, cease to be true in some substantial aspect.

(e)	If the Borrower or the Shareholder ceases to pay any debt resulting from funds taken in loan or repayable funds otherwise obtained (including any debt deriving from hedging agreements or derivatives) other than those contracted in this Agreement.

(f)	If any judicial proceeding which carries with it attachment or seizure in an amount which, added to that of other proceedings of such characteristics, exceeds €10,000,000 (or the equivalent thereof in another currency) is brought against the Borrower or the Shareholder.

(g)	If, by effect of a general or special legal provision, or by decision of a competent authority, any of the obligations contracted by the parties in the Agreement turns out to be illegal, or is not valid, binding, enforceable or becomes impossible to fulfill and, within a deadline of thirty (30) calendar days, an alternative solution is not agreed to by the Borrower and the Financing Bank.

(h)	If the Borrower or the Shareholder files a petition to be declared in temporary receivership, bankruptcy or creditors’ proceedings or if, such petition having been filed by a third party, it is admitted by judicial resolution, or if any of the said companies is subjected to judicial administration or attachment, or is seized or taken over, or its shares or a substantial portion of its assets are expropriated, or it acknowledges its incapacity to pay its debts when due, or a renegotiation of all or a substantial part of its payment obligations is brought, or if any other action or similar act, whether judicial or private, is carried out which causes analogous effects, or the situation of insolvency of the Borrower or the Shareholder becomes evident for any reason and, when brought by third parties, is not stayed or dismissed within a period of twenty (20) Business Days from the time in which knowledge thereof is received.

(i)	If for any cause the Borrower or the Shareholder totally ceases in its business activity, or reduces it substantially, or modifies it radically, or convenes or holds a General Shareholders’ Meeting to decide any such measures, or if they become subject to a legal cause for dissolution or winding-up.

(j)	If the Shareholder ceases to be the holder of 100% of the equity capital of the Borrower.

(k)	If the Personal Guarantee granted by the Shareholder in clause 16 of this Agreement ceases to be valid or effective for any reason.

The Borrower shall have a period of twenty (20) calendar days from the notice of the Early Termination Event or from when it becomes aware of the existence of an Early Termination Event (whichever occurs first) to cure said Early Termination Event without the early termination of the Bridge Facility taking place, except in circumstances (a), (b), (g), (h), (i), (j) and (k) in which there will be no grace period for the effects provided herein to take place.

15.2.	Effects of Total Early Termination

	Once the Borrower has been notified, the early termination will produce the following effects:

	(i)	the cancellation of the availability of the Bridge Facility if it has not been paid-out;

	(ii)	the Borrower’s obligation to immediately repay the entire outstanding balance of principal drawn down and pending repayment;

	(iii)	interest accrued and any fees, expenses and other concepts owed by the Borrower becoming immediately due and payable;

	(iv)	the Borrower’s obligation to indemnify the Financing Bank for the damage contemplated under subclause 10 (a) which may be caused to it by the repayment of the Bridge Facility by the Borrower on a date other than those on which interest in progress falls due, as a consequence of a lower return on its investment to the contemplated maturity in comparison with the cost attributable to obtaining those funds when they were delivered to the Borrower, as per the accrediting settlement which must be presented by the Financing Bank;

	(v)	the accrual of default interest on the amounts owed in accordance with the preceding sections if not paid immediately upon the early termination being declared.

16.	SIGNATURE GUARANTEE

(A)	The Shareholder hereby establishes itself as joint and several guarantor of any obligation the Borrower holds vis-à-vis the Financing Bank as a consequence of this Agreement (including, without limitation, principal, interest, fees, costs, expenses, damages and any other concept).

	The guarantee referred to in this section (A) shall be referred to as the “Signature Guarantee”.

(B)	The Signature Guarantee shall be in force as long as all obligations having their origin in the Agreement have not been fulfilled, to the satisfaction of the Financing Bank.

(C)	The Shareholder expressly waives the benefits of order, division and excussion. The Shareholder also expressly waives opposing set-off and any personal, own exception or of any other obligor. The Financing Bank may demand the performance of the obligations from the Shareholder directly, in accordance with article 1144 of the Civil Code, and with no need to first make a claim against the Borrower, or to make a joint claim against the Borrower and the Shareholder.

(D)	In case of enforcement of the Signature Guarantee and effective payment thereof by the Shareholder, the Shareholder shall subrogate in the rights that the Financing Bank has against the Borrower. The rights so acquired by subrogation or which for any other reason derive from the payment of the Signature Guarantee shall be subordinated to the rights that the Financing Bank may have vis-à-vis the Borrower by virtue of this Agreement in such a manner that the Shareholder may not enforce its rights against the Borrower until the total settlement of the debt of the latter vis-à-vis the Financing Bank by virtue of this Agreement.

(E)	The Shareholder acknowledges that any amounts it owes to the Financing Bank as a consequence of the enforcement of the Signature Guarantee may be set-off by the Financing Bank against any balances, rights or credits that the Shareholder maintains from time to time with the Financing Bank.

(F)	The Shareholder expressly accepts that its Signature Guarantee shall remain in force in all of its terms in light of any assignments, novations, amendments or extensions of the Agreement.

(G)	In case of insolvency proceeding of the Borrower, the Shareholder’s liability shall not be decreased by any agreements, stays of execution or forbearance which have received the favorable vote of the Financing Bank.

17.	SETTLEMENT OF BALANCE DUE AND JUDICIAL ENFORCEMENT

17.1.	Settlement and Enforcement against the Borrower

	In case of ordinary or early termination of the Bridge Facility or total or partial termination of the Agreement, the Financing Bank may perform a settlement of the account mentioned in clause 3, it being expressly agreed that the balance which results from the said settlement, as duly certified by the Financing Bank, shall be the amount due and payable (in accordance with the provisions of articles 571 and 572 of Law 1/2000, of January 7, on Civil Procedure) for purposes of payment and dispatch of enforcement or for purposes of judicial or non-judicial claims. The amount payable resulting from the said settlement shall be notified to the Borrower and to the Shareholder, in accordance with the provisions of article 572.2 in fine of the above-mentioned Law .

	A copy of this Agreement, as notarized pursuant to the formalities established by Law 1/2000, of January 7, on Civil Procedure, accompanied by the following documents, shall have executory force:

	(a) Certification issued by the Notary Public that intervened in the notarization or the one that preserves his Official Records, accrediting the conformity of the copy of the Agreement so notarized with the entries of the Official Records and the date of the latter.

	(b)	The certification referred to by paragraph one of this clause, expressing the balance of the account mentioned in clause 3, resulting from the settlement performed by the Financing Bank. In said certification, the Notary Public intervening at the request of the Financing Bank shall state for the record that the settlement of the Borrower’s debt has been performed in the manner stipulated by the Parties in this Agreement.

	(c)	The statement of the line items pending debit and credit and those pertaining to the application of interest which determine the specific balance for which the dispatch of enforcement of requested.

	(d)	The document accrediting the Borrower and the Shareholder having been notified of the amount due and payable, in accordance with the provisions of paragraph one of this clause.

17.2.	Settlement and Enforcement Against the Shareholder

	In accordance with the provisions of articles 572.2 and related of the Civil Procedure Act, for the purpose of making any judicial or non-judicial claim, or proceeding with the enforcement of the Guarantee against the Shareholder, the parties expressly agree as follows:

	(a)	The amounts owed from time to time by the Borrower, secured by the Guarantee, shall be those determined in accordance with the procedure established under clause 17.1, supra. This amount shall have attestable value in court and shall take all legal effects.

	(b)	The Financing Bank shall notify the Borrower and the Shareholder of the amount of the balance resulting from the calculation made in accordance with this clause. The amounts enforceable against the Shareholder shall be the amount of the resulting balance. The original policy of this Agreement drawn up pursuant to the formalities established by article 517.5 of the Civil Procedure Act, accompanied by the certification issued by the intervening Notary Public accrediting the conformity of this policy with the entries of his official records and the date of the latter, shall have executory force.

18.	SET-OFF

The Borrower and the Shareholder expressly authorize the Financing Bank to apply towards the payment of any amounts due and not paid by either of them as a consequence of this Agreement, the monetary balances which stand to their favor at the Financing Bank, whether in current, savings accounts, or any other present or future cash deposit.

The authority contemplated in this clause shall be directly applicable to the balances described in the above paragraph even if not denominated in the currency of the Bridge Facility, in which case the Financing Bank may make the relevant conversion at the market rates then in force as reported by the Reference Banks.

19. COMPUTATION OF TIME PERIODS

For purposes of computing the time periods contemplated in this Agreement, the following definitions contained in this clause shall be used:

“hours” (n.b. expressed as a.m. or p.m. in English translation in lieu of the 24-hour clock) means Madrid time, unless otherwise expressly established.

“calendar day” means all days of the Gregorian calendar. For time periods indicated by days, they shall be deemed to be calendar days unless otherwise expressly established.

“Business Day” means: (i) for the payments contemplated in this Agreement, days on which the Trans-European Automated Real Time Gross Settlement Express Transfer System (TARGET) is operative, (ii) for cases other than those contemplated under section (i), all days of the week, except Saturdays, Sundays, Madrid holidays, and days on which the Trans-European Automated Real Time Gross Settlement Express Transfer System (TARGET) is closed or is not operative.

“week” means the period between one given day and the same day of the following week, both inclusive.

“month” means the period between one given day and the day of the same number of the following month, both inclusive, unless such following month does not have a day with that number, in which case it shall end on the last day of this following month.

“quarter” or “three months” means the period of time between a given day and the day of the same number of the third consecutive month following in the calendar, both inclusive, unless such third month does not have a day with that number, in which case it shall end on the last day of that third month.

“half year” or “six months” means the period of time calculated from any given day and the day of the same number of the sixth consecutive month following in the calendar, both inclusive, unless such sixth month does not have a day with that number, in which case it shall end on the last day of that sixth month.

“year” or “twelve months” means the period of time calculated from any given day and the day of the same number of the twelfth consecutive month following in the calendar, both inclusive, unless such twelfth following month does not have a day with that number, in which case it shall end on the last day of that twelfth month.

The dates established in this Agreement for making any payment which are non-business days shall be deemed to be transferred to the first following Business Day, unless this falls within the following month of the calendar, in which case they shall be deemed to be transferred to the Business Day immediately preceding the former. If this determines a greater or lesser duration in a period of time which must conclude on that payment date, the

extension or reduction of the period so taking place shall be deducted from, or added to, respectively, the immediately following period making for continuity with the former.

20.	NOTICES

20.1.	Form of Giving Notices

	Communications between the Borrower and the Financing Bank deriving from this Agreement for which no special form is contemplated, shall be made by using any means which allows leaving a record of the sending and receipt thereof.

	Written notices shall be deemed to be duly given when carried out through sending, sufficiently in advance in each case, of a telegram, burofax or fax sent to the respective addresses and numbers listed in the following paragraphs, or by hand through a messenger services that obtains an acknowledgement of receipt by the recipient. The receipt for issuance of the telegram, or the original burofax or fax reflecting the receipt thereof at the numbers and addresses indicated, shall constitute attestable evidence of the communication, with the exception that telegraphic and fax communications (not those sent through the burofax service offered by the public Postal services) must be confirmed by letters signed by a person holding authority for the communication that has been made, sent by certified mail or messenger service, obtaining an acknowledgement of receipt by the recipient or by return receipt acknowledged through the same channel by the recipient thereof.

20.2.	Addresses and Accounts

	The addresses, fax identification numbers, contact persons and, as the case may be, bank account numbers of all those intervening in this Agreement, are as listed in Schedule 2.

20.3.	New Addresses

	Any change in the addresses indicated in this Agreement shall not take effect until notified in proper form to the other party five (5) days in advance.

21.	ASSIGNMENTS

21.1.	Assignment by Financing Banks

	The Financing Bank may assign to third parties, in whole or in part, its contractual position in this Agreement, provided that the following requisites are met:

	a)	That the assignee shall be a financial institution or credit entity of the European Union.

	b)	That the assignment shall be notified to the Borrower five (5) days in advance of the date it is executed.

c)	That the Borrower shall not assume vis-à-vis the assignee greater obligations than those it had contracted with the assignor, nor shall the assignment entail any additional cost to the Borrower, including, in particular, that the assignment not entail for the Borrower greater obligations or costs than it would have been responsible for by virtue of clauses 10, 11 and 12 with respect to the assignor.

d)	That the amount of the assignment shall be for a minimum of €100,000,000, except in the event that the entire share of the Financing Bank is assigned, in which case the assignment may be made for the amount of the total outstanding share of the assignor.

e)	That the Borrower shall consent to the assignment proposed by the assignee, which consent may not be unreasonably withheld. The Borrower’s consent shall not be necessary when (i) entailing an assignment that the Financing Bank makes in favor of a company belonging to its group, or (ii) the Borrower is subject to any of the Early Termination Events of clause 15.1, supra.

The assignments referred to in this clause 21.1, shall only be binding upon and take effect with respect to the Borrower and the Shareholder when all of the requisites expressed in the above paragraphs have been fulfilled.

The Borrower and the Shareholder are required, if requested to do so by the assignor or the assignee, and provided that the requisites provided by this clause are fulfilled, to appear by themselves before the Notary Public named by the assignor or the assignee at the cost of the assignor or the assignee, in order to lend their consent to any assignment made and to formalize the subjective novation occurring in this Agreement, as well as to notify the assignment to the Bank of Spain, if the assignor or the assignee are not residents in Spain, as required from time to time by applicable regulations.

The assignor is required to send to the Borrower and the Shareholder an authorized copy of the notarized deed or policy of assignment within a period of five (5) days prior to the effective date of the assignment.

21.2.	Assignment by the Borrower and the Shareholder

	The contractual position, rights and obligations of the Borrower or the Shareholder shall in no case and under no circumstance be assignable or transferable.

22.	CONFIDENTIALITY

	The Financing Bank agrees to maintain confidentiality with regard to the execution of this Agreement, the terms and conditions contained therein, and any other

	confidential information which has been furnished thereto by the Borrower on the occasion of the preparation, negotiation, execution or performance of this Agreement.

	Notwithstanding the provisions of the above paragraph, the Financing Bank may disclose any type of information:

	(i) to banking supervision entities, to the tax administration or to any other administrative or judicial authority that has jurisdiction over the Financing Bank;

	(ii) to the auditors or legal counsel of the Financing Bank; or

	(iii) to any other person, as long as (x) this is required by a legal or regulatory rule; (y) the disclosure of the confidential information is made after the formalization of the Acquisition in the context of the structuring of the Syndicated Facility; or (z) it is previously authorized by the Borrower in writing, it being established that the granting of said authorization by the Borrower may not be unreasonably deferred, delayed or withheld.

23.	JURISDICTION

	The Parties, waiving the venue to which they may be entitled, hereby expressly submit to the jurisdiction and competency of the Courts and Tribunals of the City of Madrid.

24.	GOVERNING LAW

	This Agreement shall be governed and construed in accordance with Spanish common law.

25.	PUBLIC NOTARIZATION

	Either Party may demand from the other the public notarization of this Agreement. The expenses deriving from public notarization shall be for the account and expense of the party so requesting.

IN WITNESS WHEREOF, the Parties hereby sign this and the following pages of this Agreement in three counterparts, each an original, one for the Borrower, the other for the Shareholder and the other for the Financing Bank.

BANCO SANTANDER CENTRAL HISPANO, S.A.

/s/ Ignacio Domínguez-Adame Bozzano		/s/ Manuel Pérez Peral
Name: Ignacio Domínguez-Adame Bozzano		Manuel Pérez Peral

SACYR VALLEHERMOSO, S.A.

/s/ Luis Fernando del Rivero Asensio

Luis Fernando del Rivero Asensio

SACYR VALLEHERMOSO PARTICIPACIONES MOBILIARIAS, S.L.

/s/ Luis Fernando del Rivero Asensio

Luis Fernando del Rivero Asensio

SCHEDULE 1

Request for Drawdown

[Place and date]

To: [Financing Bank]
[Address]
Att: Mr. [ ]

From: [Borrower]

Subject: Bridge Credit Facility Agreement executed on ******** **, 2006 (the “Agreement”)

Dear Sirs:

In accordance with the provisions of the Agreement and, specifically, clause 2 thereof, we hereby request a Drawdown in the terms detailed below.

The terms and definitions of this notice shall have the same meaning as in the Agreement.

[To finance the acquisition price of the purchase order given on the date * to * on shares of the Affected Company which was executed on that same day for a total amount of € *.]

[To finance € * as expenses incurred by the Borrower associated with the acquisition referred to above.]

In accordance with the provisions of clause 2.2 of the Agreement, we expressly declare that the conditions precedent established in clause 2.1 of the Agreement remain in force.

Very truly yours,

[Signature of legal representatives of the Borrower]

SCHEDULE 2

Notices

To BANCO SANTANDER CENTRAL HISPANO, S.A.

Amadeo Martínez Peral
Area de Financiaciones Estructuradas (Structured Finance Area)
Ciudad Grupo Santander
Edificio Amazonia, segunda planta
28660 Boadilla del Monte, Madrid
Telephone: 91 2891092
Fax: 912571614
E-mail: amadmartinez@gruposantander.com

To SACYR VALLEHERMOSO PARTICIPACIONES MOBILIARIAS, S.L. and SACYR VALLEHERMOSO, S.A.

José Puelles Gallo.
Paseo de la Castellana 83-85
28046 Madrid
Telephone: 915455051
Fax: 915567555
E-mail: jpuelles@gruposyv.com

EX-10.2 3 ex103.htm EXHIBIT 10.2 ex103.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

EXHIBIT 10.2

BRIDGE CREDIT FACILITY AGREEMENT

between

SACYR VALLEHERMOSO PARTICIPACIONES MOBILIARIAS, S.L.

as Borrower

SACYR VALLEHERMOSO, S.A.

as Guarantor

and

BANCO SANTANDER CENTRAL HISPANO, S.A.

Financing Bank

Madrid, October 16, 2006

CONTENTS

PARTIES

RECITALS

CLAUSES

1.	AMOUNT AND PURPOSE OF BRIDGE FACILITY

	1.1.	AMOUNT

	1.2.	PURPOSE

2.	DRAWDOWN OF BRIDGE FACILITY

	2.1.	DRAWDOWN CONDITIONS

	2.2.	DRAWDOWN OF BRIDGE FACILITY

	2.3.	DELIVERY OF DRAWDOWN FUNDS

3.	BRIDGE FACILITY SPECIAL ACCOUNT

4.	INTEREST

	4.1.	ACCRUAL AND PAYMENT OF INTEREST

	4.2.	INTEREST PERIODS

	4.3.	SELECTION OF TERM OF DURATION OF INTEREST PERIODS

	4.4.	INTEREST RATE

		A)	Reference Interest Rate and Margin

		B)	Margin

		C)	Ordinary Reference Interest Rate

		D)	Preferred Substitute Reference Interest Rate

		E)	Subsidiary Substitute Reference Interest Rate

	4.5.	CALCULATION AND COMMUNICATION OF INTEREST RATE

	4.6.	ANNUAL PERCENTAGE RATE

	4.7.	CALCULATION

5.	ORIGINATION FEE

6.	AMORTIZATION

	6.1.	ORDINARY AMORTIZATION

	6.2.	VOLUNTARY PREPAYMENT

	6.3.	PREPAYMENT DUE TO REFINANCING

7.	PAYMENTS

8.	IMPUTATION OF PAYMENTS

9.	DEFAULT IN SATISFACTION OF OBLIGATIONS

	9.1.	DEFAULT INTEREST

	9.2.	DEFAULT INTEREST RATE

	9.3.	ACCRUAL, CAPITALIZATION AND PAYMENT

	9.4.	OTHER RIGHTS ARISING FROM DEFAULT OR BREACH

10.	INDEMNITIES

11.	TAXES AND EXPENSES

	11.1.	INDIRECT TAXES

	11.2.	CORPORATE INCOME TAX OF FINANCING BANK

	11.3.	PAYMENTS NET OF TAXES AND GROSSING UP

	11.4.	OTHER COSTS AND EXPENSES

12.	ADDITIONAL COST AND UNFORESEEN ILLEGALITY

	12.1	ADDITIONAL COST

	12.2.	UNFORESEEN ILLEGALITY

13.	REPRESENTATIONS OF THE BORROWER AND THE SHAREHOLDER

	13.1.	REPRESENTATIONS

	13.2.	EFFECTIVENESS OF REPRESENTATIONS

14.	OBLIGATIONS OF THE BORROWER AND THE SHAREHOLDER IN ADDITION TO PAYMENT OBLIGATIONS

	14.1.	REPORTING OBLIGATIONS

	14.2.	BORROWER’S OBLIGATIONS TO ACT AND NOT ACT

	14.3.	SHAREHOLDER’S OBLIGATIONS

15.	EARLY TERMINATION

	15.1.	EARLY TERMINATION EVENTS

	15.2.	EFFECTS OF TOTAL EARLY TERMINATION

16.	SIGNATURE GUARANTEE

17.	SETTLEMENT OF BALANCE DUE AND JUDICIAL ENFORCEMENT

	17.1.	SETTLEMENT AND ENFORCEMENT AGAINST THE BORROWER

	17.2.	SETTLEMENT AND ENFORCEMENT AGAINST THE SHAREHOLDER

18.	SET-OFF

19.	COMPUTATION OF TIME PERIODS

20.	NOTICES

	20.1.	FORM OF GIVING NOTICES

	20.2.	ADDRESSES AND ACCOUNTS

	20.3.	NEW ADDRESSES

21.	ASSIGNMENTS

	21.1.	ASSIGNMENT BY FINANCING BANKS

	21.2.	ASSIGNMENT BY THE BORROWER AND THE SHAREHOLDER

22.	CONFIDENTIALITY

23.	JURISDICTION

24.	GOVERNING LAW

25.	PUBLIC NOTARIZATION

SCHEDULE		1		REQUEST FOR DRAWDOWN
SCHEDULE		2		NOTICES

Made in Madrid, this 16^th day of October, 2006,

BY AND AMONG

(i)	Sacyr Vallehermoso Participaciones Mobiliarias, S.L. (hereinafter, the “Borrower”), a Spanish company, having its registered offices at Paseo de la Castellana, 83-85, Madrid, holder of Tax Identification Code number B84791516, as represented herein by Mr. Luis Fernando del Rivero Asensio, of legal age, holder of National Identity Card number 22403911W, in his capacity as Administrator with individual powers, having sufficient powers and authorities to execute this Agreement, as accredited by means of the deed of incorporation executed before Madrid Notary Public Ignacio Martínez-Echevarría y Ortega on August 1, 2006, under number 1,379 of his official records.

(ii)	SACYR VALLEHERMOSO, S.A. (hereinafter, the “Shareholder”), a Spanish company, having its registered offices at Paseo de la Castellana, no. 83-85, holder of Tax Identification Code number A28013811, as represented herein by Mr. Luis Fernando del Rivero Asensio, of legal age, holder of National Identity Card number 22403911W, in his capacity as Chairman of the Board of Directors, with sufficient powers and authorities to execute this Agreement as accredited by means of the deed of appointment and delegation of powers and authorities executed before Madrid Notary Public José-Aristónico García Sánchez, on November 16, 2004, under number 2,589 of his official records.

(iii)	BANCO SANTANDER CENTRAL HISPANO, S.A. (hereinafter, the “Financing Bank”), a Spanish company, having its registered offices at Paseo Pereda, 9-12, 39004 Santander, Cantabria, holder of Tax Identification Code number A39000013, as represented herein by Mr. Pablo Faustino Lastra Moreno, of legal age, holder of National Identity Card number 50743482P, and by Mr. Manuel Pérez Peral, of legal age, holder of National Identity Card number 27300295P, having sufficient powers and authorities to execute this Agreement.

WITNESSETH

I.	Whereas the Borrower wishes to acquire (the “Acquisition”) on the market shares of the company REPSOL YPF, S.A. (the “Affected Company”).

II.	Whereas in order to finance the Acquisition until such time in which a more long- term facility is arranged, the Borrower and the Financing Bank executed on October 11, 2006, a Bridge Credit Facility Agreement in an amount of up to €1,100,000,000.

III.	Whereas for the same purpose of financing the Acquisition until such time in which a more long-term facility is arranged, the Borrower has applied to the Financing Bank for an additional bridge credit facility in an amount of up to €1,500,000,000.

IV.	Whereas the Shareholder has also undertaken to jointly and severally guarantee the Borrower’s obligations under the bridge credit facility referred to in the above recital.

CLAUSES

1.	AMOUNT AND PURPOSE OF BRIDGE FACILITY

1.1.	Amount

	Subject to the terms and conditions established in this Agreement, the Financing Bank hereby grants to the Borrower, who hereby accepts, a commercial bridge credit facility (the “Bridge Facility”) for a maximum amount of €1,500,000,000 (ONE BILLION FIVE HUNDRED MILLION EURO) (the “Facility Amount”).

	The Borrower agrees to draw down the Bridge Facility in the terms and conditions established in this Agreement, to repay the principal drawn down and to pay interest thereon. Furthermore, it is required to pay any fees, costs, taxes and expenses assumed in the Bridge Facility and to abide by the remaining obligations thereof in accordance with the provisions of this Agreement.

1.2.	Purpose

	The Bridge Facility shall be used exclusively to finance:

	(i)	the purchase price of the shares of the Affected Company which are being or have been acquired by the Borrower within the frame of the Acquisition; and

	(ii)	the expenses associated with the Acquisition.

2.	DRAWDOWN OF BRIDGE FACILITY

2.1.	Drawdown Conditions

	The Borrower may draw down the Bridge Facility in one or more drawdowns (each one of which, the “Drawdown”) provided that, with respect to each one of them, both on the date of the relevant Drawdown as well as on the expected date of repayment thereof, the following conditions are satisfied:

	(a)	That the formal representations made by the Borrower and the Shareholder in clause 13 continue to be true, correct and accurate in their entirety.

	(b)	That no cause for early termination of this Agreement exists in accordance with clause 15 or is any such cause going to take place as a consequence of making the Drawdown.

	(c)	That the pay-out be earmarked towards the payment of the shares of the Affected Company and brokerage expenses.

2.2.	Drawdown of Bridge Facility

	The Bridge Facility may be drawn down through the Business Day preceding the Final Maturity Date.

	Each Drawdown request shall be tied to one of the purposes established in clause 1.2. Drawdowns may take place subject to application made for such purpose by the Borrower.

	The delivery date of the funds requested shall be that notified in the relevant application for Drawdown (the delivery date of funds shall be deemed to be the “Drawdown Date”).

	The Drawdown request, which must be received by the Financing Bank at least on the second Business Day prior to the Drawdown Date, shall conform with the form attached hereto as Schedule 1, shall be irrevocable, the Borrower thus being required to draw down the amount requested on the date and in the amounts indicated, and must be signed by a person or persons holding sufficient powers of attorney to represent the Borrower.

	In no case may the amount of a Drawdown, added to the amount of Drawdowns made previously, exceed the Facility Amount.

2.3.	Delivery of Drawdown Funds

	Funds drawn down by the Borrower must be paid-out on the relevant Drawdown Date into the account open in the Borrower’s name at Branch 1500 of the Financing Bank.

	The Borrower acknowledges and accepts that payment made in accordance with the stipulations of this clause shall take all legal effects of delivery and shall represent an effective payment receipt and acknowledgement of the delivery of funds against the Drawdown on the part of the Borrower.

	The Financing Bank may refuse the delivery of funds pursuant to a Drawdown, the use of which is other than as provided by this Agreement.

3.	BRIDGE FACILITY SPECIAL ACCOUNT

	The Financing Bank shall open a special account in which it shall record each one of the Drawdowns, accruals and payments made with respect to the Bridge Facility.

	The following entries shall be made in this account, as applicable:

	DEBIT:

	- Amounts drawn down by the Borrower as principal of the Bridge Facility; and

	- Interest, fees and any other concepts accruing against the Bridge Facility, with the ability to make entries pertaining to amounts accruing pending maturity every day or grouped together by any periods of time;

	CREDIT:

	- Payments received by the Financing Bank for settlement or amortization of obligations arising out of the Bridge Facility.

	Accordingly, the account balance shall establish at all times the liquid balance owed by the Borrower to the Financing Bank as a consequence of the Bridge Facility.

4.	INTEREST

4.1.	Accrual and Payment of Interest

	The amount of the Bridge Facility drawn down and pending repayment shall accrue interest daily on the basis of a 360-day year, and shall be calculated in accordance with the provisions of clause 4.7.

	The interest rate shall be set separately for each Interest Period, the relevant rate applying to the principal of the Bridge Facility during the term of duration of such period.

	Interest accruing during each one of the Interest Periods shall remain due and payable on the last day of the relevant Interest Period, with no need for prior formal demand, in the form established in clause 7 of this Agreement.

4.2.	Interest Periods

	The time between each Drawdown Date and the Final Maturity Date shall be deemed to be divided into successive periods referred to as “Interest Periods”.

	The duration of the Interest Periods applicable to each Drawdown shall adjust to the following rules:

	(a)	The Interest Periods shall have a duration of one (1) or three (3) months, at the choice of the Borrower.

	(b)	The first Interest Period of each Drawdown shall begin on the respective Drawdown Date. Each one of the following Interest Periods for said Drawdown shall commence on the last day of the immediately preceding Interest Period of such Drawdown. At the end of each Interest Period a new

		Interest Period shall begin. For the accrual, calculation and settlement of interest of the various Interest Periods the first day of the period shall be deemed to be included and the last day excluded.

	(c)	The dates set in this Agreement for making any payment which turn out to be a non-business day shall be deemed to be transferred to the immediately following Business Day, unless the latter should fall within the following calendar month, in which case they shall be deemed to be transferred to the immediately preceding Business Day. If this should yield a greater or lesser duration in a period of time which must conclude on that payment date, the extension or reduction of the period of time so taking place shall be deducted from or added to, respectively, the immediately following period making for continuity with the former.



		The exact computation of each Interest Period shall be made in accordance with the rules, practices and conventions which govern the Euro Money Market from time to time. The next Interest Period shall end on the same date on which it would have ended had the adjustment of the immediately preceding Interest Period not take place in accordance with the rules mentioned above.

	(d)	The duration of Interest Periods shall necessarily be adjusted, with regard to their ending date, so as to coincide with the Final Maturity Date.

	(e)	Until the end of the Drawdown Period, the duration of the Interest Period of the second and subsequent Drawdowns shall be for a period equal to that running from the date of the Drawdown in question through the expiration date of the Interest Period in effect at that time. Consequently, on the said date, all Drawdowns in effect at that time shall be consolidated into one single one.

		As a consequence of the provisions of sections (d) and (e), supra, the duration of an Interest Period may differ from those contemplated in section (a) and have a duration of weeks or days, less than one (1) month.

4.3.	Selection of Term of Duration of Interest Periods

	Prior to 10:30 a.m. on the third Business Day preceding the start of each Interest Period, the Borrower shall notify the Financing Bank of the duration selected for the new Interest Period about to begin, within the options indicated in section 4.2, section (a) and subject to the further limitations established above. If it does not do so, it shall be deemed to have chosen the duration of the Interest Period to be one (1) month (or, as the case may be, such other lesser duration in compliance with the provisions of section 4.2, section (d), supra).

4.4.	Interest Rate

	A)	Reference Interest Rate and Margin:

		The interest rate shall be equal to the sum of (a) the “Reference Interest Rate” plus (b) the “Margin”.

		The applicable Reference Interest Rate (the “Ordinary Reference Interest Rate”) shall be EURIBOR, calculated as provided by paragraph C) of this clause.

		In the absence of the Ordinary Reference Interest Rate, the Reference Interest Rate shall be that which results from the quotations of rates calculated by the Reference Banks in accordance with the provisions of paragraph D) of this clause (“Preferred Substitute Reference Interest Rate”); and, in the absence of the latter, the Reference Interest Rate shall be that agreed to by the Parties in accordance with the provisions of section E) of this clause (the “Subsidiary Substitute Reference Interest Rate”).

		The Substitute Reference Interest Rates, whether Preferred or Subsidiary, shall apply during the entire duration of the Interest Period to which such rate refers, which duration shall be determined by the rate in question. The application of the Substitute Reference Interest Rate shall cease at such time in which an Interest Period begins in which the exceptional circumstances which led to the application thereof disappear, the applicable Ordinary Reference Interest Rate once again being applied as from such time.

		The interest rate resulting from the addition of the Margin to the Reference Interest Rate shall be increased by:

			the amount of any present or future tax or state or non-state surcharge, levied upon the obtaining of funds in the Euro Money Market; and

			as the case may be, the following costs of obtaining funds in the Euro Money Market, duly justified: (i) brokerage fee; and (ii) funds’ transfer costs.

	B)	Margin:

		“Margin” is taken to mean 80 (EIGHTY) basis points, which shall be added to the Reference Interest Rate.

	C)	Ordinary Reference Interest Rate:

		“EURIBOR” (Euro Interbank Offered Rate) is taken to mean the reference interest rate of the Euro Money Market which results from application of the convention in force from time to time, under the auspices of the FBE

	(Federation Bancaire de l’Union Europeene) and the Financial Market Association (ACI) as presently published on the Reuters “EURIBOR 01” screen, or that which may come to replace it from time to time, at approximately 11:00 a.m. on the second Business Day immediately preceding the start of each Interest Period, for deposits in Euro for a period of time equal to the Interest Period in question, with delivery of funds on the second Business Day following the day the rate is set, as per the calendar in effect for TARGET (Trans-European Automated Real-Time Gross Settlement Express Transfer System).

	In the event that, due to extraordinary circumstances or another cause no EURIBOR quotation is provided for the term requested by the Borrower or which is applicable in accordance with the provisions of this Agreement, despite being one of those usually quoted on such market, but a quotation does indeed exist for a lesser term of duration, the rate of those quoted in accordance with the convention and on the screen indicated (or via the source of information which substitutes said screen) pertaining to the term immediately lower in duration than that requested by the relevant Borrower shall be taken as the Reference Interest Rate. The duration of the Interest Period shall necessarily be adjusted to that of the term of the Reference Interest Rate.

	For the particular case of Interest Periods which, due to the effect of adjustments in duration required by clause 4.2, have a duration which is different from the terms for which reference rates are usually offered in accordance with the convention and on the screen indicated in the above paragraph, the interest rate applicable to said period shall be calculated through the linear interpolation of the two rates pertaining to the period immediately lower in duration and to the one immediately higher from among those usually quoted. If there is no lower period, the rate of the higher period shall be taken.

D)	Preferred Substitute Reference Interest Rate:

	In the event that it is not possible to determine the Ordinary Reference Interest Rate applicable to an Interest Period in accordance with the provisions of section C), supra, the Financing Bank shall notify this circumstance to the Borrower, and the reference interest rate shall be the “Preferred Substitute Reference Interest Rate” determined in function of the quotations of the Reference Banks.

	The Preferred Substitute Reference Interest Rate shall be calculated as the arithmetic mean of the interest rates reported (publicly or to the Financing Bank) by Banco Popular, Banco Sabadell and Barclays (hereinafter, the “Reference Banks”) as rates being offered to first-rate banks in the Euro Money Market for the establishment of deposits in Euro at a term equal to the duration of the Interest Period in question, at approximately 11:00 a.m. on the

second Business Day immediately preceding the start of the Interest Period in question. In the event that any of the Reference Banks does not provide the interest rate, the Substitute Interest Rate shall be calculated on the basis of those furnished by the remaining Reference Banks. And if only one of these Reference Banks is able to provide the interest rate, such interest rate shall govern.

Public notices or those sent to the Financing Bank by the Reference Banks shall serve as attestable evidence of the Substitute Reference Interest Rate.

In the event that any of the Reference Banks is liquidated or ceases to exist for any cause other than as provided by the above paragraph, or comes to hold the

	status of Financing Bank of this Agreement, the credit entity to occupy the place of the former shall be appointed in accordance with the rules contemplated above.

	E)	Subsidiary Substitute Reference Interest Rate:

		In the event that it is also not possible to determine the Preferred Substitute Interest Rate for an Interest Period, the Financing Bank shall notify this circumstance to the Borrower, and the Reference Interest Rate shall be that which is negotiated in good faith and determined by the Borrower and the Reference Bank within a deadline of 15 Business Days, it being established that, if within the said deadline, the Parties do not reach an agreement with respect to the Subsidiary Substitute Reference Interest Rate, the Bridge Facility shall become null and void and the Borrower shall be henceforth required to repay it together with interest accruing thereon at the last Reference Interest Rate and any other amount which is owed by the Borrower in accordance with the Agreement.

4.5.	Calculation and Communication of Interest Rate

	The Financing Bank shall calculate the Reference Interest Rate applicable to the relevant Interest Period and shall notify it to the Borrower the same day it is determined.

	The determination of the Reference Interest Rate by the Financing Bank shall be binding upon the Borrower, except in the case of error.

	In case of demonstrated error in the calculation of the Reference Interest Rate verified at any time during the Interest Period in progress, it shall be immediately remedied by the Financing Bank, the remedy taking effect as from the start date of application of the erroneous rate.

4.6.	Annual Percentage Rate

	As a matter of information, in accordance with the requirements of Bank of Spain Circular 8/1990, as published in the Official State Gazette (Boletín Oficial del Estado), issue number 226, on September 20, 1990, as worded pursuant to Circular 4/1998, of January 27, it is stated for the record that the annual percentage rate pertaining to the nominal interest rate applicable to the Bridge Facility shall be determined in accordance with the formula appearing in Schedule V to the Circular, in accordance with the new names of the mathematical symbols contained in Bank of Spain Circular 13/1993, of December 21, 1993, expressly deemed to be reproduced herein. Taxes and expenses shall be excluded from the calculation.

4.7. Calculation

Interest = P x ANIR x d
36,000

Where:

“P” is the amount of principal pending repayment for each Drawdown.

“ANIR” is the nominal Interest Rate applicable to the Interest Period settled.

“d” is the number of days of the Interest Period settled.

5.	ORIGINATION FEE

	The Financing Bank shall receive an origination fee in the amount of €300,000, which must be paid by the Borrower on the date hereof.

6.	AMORTIZATION

6.1.	Ordinary Amortization

	The total amount of the Bridge Facility shall be repaid by the Borrower on January 15, 2007 (the “Final Maturity Date”).

	On the same date, the Borrower must repay the total amounts owed under the Agreement including, apart from the payment of principal, interest, default interest, commissions, fees, taxes, expenses and any other concept for which the Borrower is responsible in accordance with this Agreement.

6.2.	Voluntary Prepayment

	The Borrower may voluntarily prepay all or part of the Bridge Facility, at no premium and with no penalty, provided that the following conditions are satisfied:

	(a)	That the Borrower notifies its decision (which shall be irrevocable) to the Financing Bank in writing, submitted at least five (5) Business Days before the date on which it is desired to make the prepayment in question.

	(b)	That the notice shall specify the amount to be repaid and that the latter shall be equal to the total outstanding balance of the Bridge Facility or, failing this, a

	minimum amount of €10,000,000 or, in greater amounts, multiples of the aforesaid amount.

	(c)	That the prepayment date shall coincide with an Interest Period expiration date.

		The notice shall be binding upon and irrevocable for the Borrower, who shall be required to make payment of the amount due.

	Amounts paid-off may in no case be re-drawn by the Borrower.

6.3.	Prepayment Due to Refinancing

	The early termination and repayment of the facility, with payment of interest accrued, at no premium and with no penalty, shall take place on the same date on which a new facility is available which replaces this one in its entirety, provided that the Financing Bank, among other lender banks, shall participate therein.

	The date of a prepayment made in accordance with this clause must coincide with an Interest Period expiration date.

	Amounts paid-off may in no case be re-drawn by the Borrower.

7.	PAYMENTS

	On each date on which the Borrower must pay any sum due in accordance with this Agreement it shall do so, with no need for prior formal demand, prior to 10:00 a.m., for value that same day, as per Bank of Spain valuation rules.

	In order to make any payment due under this Agreement, the Borrower must fund with sufficient funds the current account open for this purpose at the Financing Bank, who is irrevocably authorized to debit against this account any amount due.

	Payments so made by the Borrower to the Financing Bank shall imply an effective payment receipt in favor of the Borrower.

	Amounts owed under this Agreement shall be paid by the Borrower in Euro.

8.	IMPUTATION OF PAYMENTS

	Any payment made by the Borrower to the Financing Bank in accordance with this Agreement shall be applied to the following concepts and in the same order as established below:

	(a)	Default interest.

	(b)	Ordinary interest accrued and fallen due.

	(c) Expenses contemplated under clause 11.

	(d) Fees.

	(e) Taxes.

	(f) Additional costs contemplated under clause 12.

	(g) Judicial costs.

	(h) Principal.

	Within each of the above concepts, the imputation of payments shall begin with the oldest debts, without in any case, nevertheless, that made to certain debits meaning a waiver of others, even if they are older, whether deriving from the same or another concept.

	In particular, the receipt by the Financing Bank of a principal payment on the Bridge Facility, even without expressly reserving the right to interest agreed, shall not cancel the obligation to pay interest for which the Borrower is responsible, which shall continue to be payable.

9.	DEFAULT IN SATISFACTION OF OBLIGATIONS

9.1.	Default Interest

	Any sum of money not paid when due shall automatically accrue interest for default, or default interest, in accordance with the provisions of article 316 of the Commercial Code at the rate established, infra.

	No previous formal demand by the Financing Bank shall be necessary in order that a default shall exist.

9.2.	Default Interest Rate

	The default interest rate applicable to any amount due and not paid shall be that resulting from adding one (1) percentage point to the interest rate applicable from time to time to the sums owed, as from the date on which the default occurred until it is paid in full.

	In the event that a non-payment refers to any concept other than principal on the Bridge Facility and, at that time, interest rates of a different amount are applicable to the amounts drawn down under the Bridge Facility, the default interest rate applicable to the said concepts shall be that which results from adding one (1) percentage point to the average interest rate of all those in force for the various drawdowns.

9.3.	Accrual, Capitalization and Payment

	Default interest shall accrue day to day on sums payment of which was been delayed, on the basis of a 360-day year and in function of the number of days actually transpiring and shall be settled and paid monthly in arrears as from the occurrence of the default and through the date on which the latter ceases.

	Default interest due and not paid shall be capitalized monthly (as well as on the date on which the default ceases to occur and on the date on which an interim payment is made) for purposes of the provisions of article 317 of the Commercial Code.

9.4.	Other Rights Arising from Default or Breach

	The provisions of this clause may not be construed as a waiver or impairment of the rights to which the Financing Bank is entitled as a consequence of non-payment, in accordance with the provisions of other clauses of this Agreement.

10.	INDEMNITIES

	The Borrower agrees to hold the Financing Bank harmless:

	(a)	Against any damage it suffers as deriving from the occurrence of any Early Termination Event and, as the case may be, from the declaration of early termination and the payment of any amount on a date other than that on which it should have been paid had the Agreement been performed by the Borrower without incident. For this purpose, and without prejudice to the potential consequences deriving from the breach of this Agreement, the Borrower shall pay to the Financing Bank the damages it causes thereto as a consequence of amortizations or payments made on a day other than the normal due date of the obligation or on a day that is not the last of an Interest Period, which shall in any case include Rupture or Fund Prospecting Costs, as duly justified.

		Rupture or Fund Prospecting Costs shall be taken to mean (i) the differential against the Financing Bank obtained on the investment in the Euro Money Market of the amounts prepaid in comparison with the cost of those funds which would have been taken into consideration in order to determine the interest rate of the Interest Period within which the prepayment was made; and (ii) any other damage for the Financing Bank directly resulting from the cancellation, renewal or alteration of the liability transactions assigned to financing this transaction.

	(b)	Against any cost which either of them suffers as a result of obtaining the necessary funds in order to fill a request for Drawdown which does not come to be delivered to the Borrower due to a cause attributable to the latter; and

	(c)	Against any damage it may suffer as a consequence of acting on or giving credit to any notice from the Borrower.

11.	TAXES AND EXPENSES

11.1.	Indirect Taxes

	All taxes, levies, contributions, duties, official rates and tax liens of any type, whether present or future, levied upon the formalization, application, enforcement and termination of this Agreement or the performance thereof, are for the exclusive expense of the Borrower.

11.2.	Corporate Income Tax of Financing Bank

	In any case, the Corporate Income Tax levied upon the Financing Bank shall be for the account of the latter.

11.3.	Payments Net of Taxes and Grossing Up

	All payments which the Borrower makes by virtue of this Agreement as repayment of principal, interest, fees, expenses or of any other nature, shall be free of any type of tax, lien or encumbrance and shall be made without deduction, all of which being for the account of the Borrower, with the exception of the taxes contemplated under clause 11.2.

	If by legal obligation the Borrower becomes required to perform any withholding or make any interim payment for any concept on the interest payments it must make in accordance with this Agreement, the Borrower shall increase them by the necessary amount in order that the Financing Bank, after the withholding or interim payment has been made, receives the same amount as owed, as if such withholding or interim payment did not exist. In this case the Borrower shall send to the Financing Bank, as soon as possible, justification of payments made to the competent authority.

	In the event that, subsequent to an additional payment made by the Borrower by virtue of the provisions of this clause the Financing Bank effectively and definitively recovers all or part of the amount withheld or deducted on account which caused such additional payment, the net amount recovered shall be delivered to the Borrower. The foregoing shall not grant the latter any right to access the books or records of the Financing Bank except in the context of a judicial dispute.

11.4.	Other Costs and Expenses

	Apart from the payment obligations contracted in this Agreement for principal, interest, fees and indemnities, the Borrower assumes at its expense the obligation to pay any other expenses, brokerage fees, taxes, duties, official charges, stamp duties, liens, professional fees and other concepts, whether present or future, having their origin in or accruing as a consequence of the execution, amendment, enforcement or termination of this Agreement, including, in particular:

(a)	Professional fees, brokerage expenses and outlays of the notaries public that intervene in this Agreement, amendments thereof or notices, formal demands documented in attestations or necessary formalities for the performance thereof.

(b)	The Borrower, in any case, shall be responsible for paying the expenses relating to the intervention or public notarization of the Agreement, the obtaining of certified copies or originals intervened by the Notary Public for the Financing Bank. The Borrower hereby empowers the Financing Bank to obtain, at the expense of the Borrower, such originals, copies and notarial certifications of agreement with the record books as requested, fulfilling the requisites required by the Civil Procedure Act in order that enforcement may be dispatched, with the power to request them at the same time for itself, on behalf of and by express mandate by the Borrower, who for such purpose grants it and for which it lends its express, irrevocable consent.

(c)	Any taxes, duties, surcharges and official charges, whether state, provincial or local and autonomous, levied now or in the future on the Agreement, the establishment, amendment, enforcement and termination thereof.

(d)	Expenses, costs and judicial and non-judicial official charges, including attorney fees and court representative rights which accrue as a direct consequence of this Agreement, caused to the Financing Bank upon defending, preserving or enforcing, due to breach by the Borrower, any of the Financing Bank’s rights arising out of this Agreement.

12.	ADDITIONAL COST AND UNFORESEEN ILLEGALITY

12.1.	Additional Cost

	In the event that by legal or regulatory provision, whether or not having its origin in the state, the Financing Bank is imposed obligations (such as ratios, reserves or necessary deposits, inter alia) which entail a decrease or negative variation of the return on the transaction for the Financing Bank or which carry with them an increase in the cost of funds taken in the market in which the Financing Bank seeks recourse in order to finance this Agreement, or limitations are imposed, whether on the interest rate or on fees, or whether of another nature, which carry with them a decrease of the revenues to which the Financing Bank was entitled under this Agreement, the Borrower shall be required to compensate the Financing Bank to the same extent to which the cost of the above-mentioned funds is increased and the decreased income. For such purpose, it will be necessary for the Financing Bank to accredit, via documentation, having incurred the aforesaid increase in cost or decrease in income and determine in a detailed and reasoned settlement the greater costs or lower income, and provided that this is not contrary to law.

	Reciprocally, if by analogous provisions obligations of the Financing Bank disappear (such as ratios, reserves or necessary deposits, inter alia) which entail an increase or positive variation in the return on the transaction for the Financing Bank or which carry with them a decrease in the cost of funds taken in the market in which the

	Financing Bank seeks recourse in order to finance this Agreement, or limitations are repealed, whether as regards interest rate or fees, or of another nature, which carry with them an increase in the income to which the Financing Bank was entitled under this Agreement, and provided that these circumstances carry with them an additional profit for the Financing Bank, the latter shall be required to compensate the Borrower, by rebating thereto the actual, proven advantage experienced by the Financing Bank.

12.2.	Unforeseen Illegality

	When the fulfillment of any of the obligations arising out of this Agreement implies for the Financing Bank the violation of any legal or regulatory provision or regulatory measure ordered or binding interpretative criterion emanating from a competent authority or official body, the Financing Bank, after notifying the Borrower of the circumstances provoking the violation or illegality, may declare all of its obligations cancelled within a deadline of thirty (30) Business Days from the date of notice to the Borrower or within the deadline permitted by law in relation to the relevant innovation or change, if such deadline is shorter.

	The Financing Bank shall adopt all reasonable measures to avoid or mitigate the effects of the circumstances contemplated in this clause, and shall consult the Borrower in good faith in order to find the means for the purpose expressed above, including transferring its share in this Agreement, subject to the Borrower’s consent, to another credit entity(ies) not affected by the circumstances in question.

	If it is not possible to find an alternative measure satisfactory to the Financing Bank, the Borrower shall be required to repay the Bridge Facility to the Financing Bank and to make, at the same time, payment of the relevant interest calculated through the date on which payment actually takes place, as well as expenses (including Rupture or Funding costs) and other amounts which, in accordance with this Agreement, it must pay to the Financing Bank.

13.	REPRESENTATIONS OF THE BORROWER AND THE SHAREHOLDER

13.1.	Representations

	The Borrower and the Shareholder make the representations listed below in favor of the Financing Bank and which are deemed to be of the essence to the granting of the Bridge Facility:

	(a)	That the Borrower is a company validly incorporated and registered with the Mercantile Registry, having its own legal status, legal capacity and capacity to contract sufficient for executing the Agreement and assuming all obligations for which it is responsible as deriving therefrom.

	(b)	That the Borrower has all permits, licenses, authorizations and other approvals which are necessary for carrying on its commercial activities in the manner and pursuant to the scope as it is presently doing, there not existing, to the best

	of its knowledge and belief, any reason or cause which may imply the revocation of any of them. Excepted from this representation are those permits, licenses, authorizations and approvals, the lack of which does not entail a Significant Adverse Effect.

	For purposes of this Agreement, “Significant Adverse Effect” means any fact or circumstance which (i) significantly affects the financial or commercial position of the Borrower and the Borrower’s capacity to fulfill its payment obligations in relation to the Bridge Facility, or which (ii) implies making this Agreement null and void.

(c)	That the execution and performance of the Agreement (i) does not violate any existing legal provision to which the Borrower, the Shareholder or their businesses are subject, the Corporate Bylaws or any other contract or commitment acquired by the Borrower or by the Shareholder, (ii) does not require any authorization, approval, or registration by any person, body or entity to which the Borrower, the Shareholder or their businesses are subject.

(d)	That the authorized signatory(ies) on behalf of the Borrower and the Shareholder are legally empowered to bind the entity they represent in the Agreement.

(e)	That all information furnished by the Borrower and the Shareholder to the Financing Bank, including that of a financial nature, is correct and faithfully reflects their position, with no facts or omissions which impeach the veracity or accuracy of such information existing.

(f)	That the Borrower has sufficient legal title to use the assets necessary for performing its respective commercial activity in the manner as it has been doing up until now.

(g)	That the Borrower has not assumed any type of financial indebtedness other than the Bridge Facility.

(h)	That, to the best of their knowledge and belief, no fact or circumstance exists which has a Significant Adverse Effect on the Borrower or on the Shareholder.

(i)	That the Borrower and the Shareholder have complied with all commercial and civil (whether contract or tort), corporate, labor, environmental and tax obligations, the breach of which may have a Significant Adverse Effect.

(j)	That neither the Borrower nor the Shareholder have taken any step towards declaring or bringing a declaration of insolvency proceedings or insolvency, cessation of business, dissolution, receivership or reorganization, or for the appointment of a trustee, receiver, custodian or analogous civil servant, for all or part of their assets or business.

	(k)	That no litigation, proceeding or administrative, judicial or arbitration measure has been brought against the Borrower or the Shareholder, the result of which could reasonably have a Significant Adverse Effect.

	(l)	That no fact exists which constitutes an Early Termination Event or that, with the passage of time or subject to notice, may constitute an Early Termination Event.

	For purposes of this Agreement, “best of knowledge and belief” means what an orderly and diligent businessperson should know or should have known following a prudent investigation.

13.2.	Effectiveness of Representations

	The representations provided by clause 13.1 shall be deemed to be reiterated by the Borrower and the Shareholder on the last day of each Interest Period and upon each Drawdown by reference to the facts and circumstances existing as at the said date.

14.	OBLIGATIONS OF THE BORROWER AND THE SHAREHOLDER IN ADDITION TO PAYMENT OBLIGATIONS

14.1.	Reporting Obligations

	Notwithstanding the further commitments assumed in this Agreement, the Borrower and the Shareholder agree to abide by the reporting obligations contemplated in this clause.

	(a)	Whenever reasonably requested by the Financing Bank, and as soon as reasonably possible, such information concerning the Borrower and the Shareholder as may reasonably be relevant in order to verify the veracity of the representations and the fulfillment of the obligations contained in this Agreement.

	(b)	As soon as the Borrower or the Shareholder become aware of same, to notify the Financing Bank of the occurrence of any Early Termination Event.

14.2.	Borrower’s Obligations to Act and Not Act

	Notwithstanding the further commitments assumed in this Agreement, the Borrower agrees to abide by the obligations to act and not act contemplated in this clause.

	(a)	Earmark the amount of the Bridge Facility towards the purposes established in clause 1.2.

(b)	Not initiate any procedure aimed at merger, spin-off, winding-up or dissolution of the Borrower, except when entailing corporate reorganizations in which only companies of the same group as the Borrower intervene.

(c)	Not allow or authorize the transformation of the corporate form or a reduction of share capital.

(d)	Not carry out or allow any substantial modification of the activity constituting the Borrower’s corporate purpose.

(e)	Maintain and procure to maintain in force such authorizations, permits, licenses or approvals as may be required by any rule or required by any authority for the normal carrying on of the Borrower’s business activities.

(f)	Abide by, cause to abide by and maintain the effectiveness of all contracts and obligations to which it is party and the breach or termination of which could have a Significant Adverse Effect.

(g)	Not grant loans, post guarantees or transfer funds in favor of third parties in any legally or economically equivalent form.

(h)	Not assume or contract any type of financial indebtedness other than that deriving from this Agreement.

(i)	Not guarantee, bond or secure third party obligations.

(j)	Not offer, grant, or post any type of guarantee, pledge, mortgage or any other type of lien or encumbrance on its assets and rights in favor of third party creditors.

(k)	Not carry out reductions of capital or acquire treasury stock.

(l)	Abide by civil, commercial, administrative, environmental, tax, labor or any other type of law applicable thereto, as well as with permits and authorizations characteristic of its business activity, keeping them in force.

(m)	Maintain and preserve any licenses, permits or authorizations necessary for the normal implementation of its activities, and apply for such licenses, authorizations or permits as may be necessary, now or in the future, for the execution and performance of this Agreement.

(n)	Not distribute dividends to the Shareholder (or remunerate the latter, in its capacity as shareholder or non-trade creditor, or otherwise) or pay interest or principal on any loan or subordinated debt, until the obligations assumed by the Borrower under this Agreement have been cancelled in full.

	(o)	Not dispose of the shares of the Affected Company it acquires against the Bridge Facility unless, on the Interest Period expiration date immediately following the disposal date of said shares, the Borrower earmarks the full amount obtained (net of expenses and taxes) towards the voluntary prepayment of the Bridge Facility in the terms indicated in clause 6.2 (except for section (b) thereof which shall not be applicable to principal payments made in accordance with this clause).

	(p)	Keep the shares of the Affected Company financed by means of this Bridge Facility deposited in a securities account open at the Financing Bank.

14.3.	Shareholders’ Obligations

	Notwithstanding the further commitments assumed in this Agreement, the Shareholder agrees to:

	(a)	Cause the Borrower to abide by the obligations to act and not act established in clause 14.2.

	(b)	Abide by, cause to abide and maintain the effectiveness of the contracts and obligations to which it is party and the breach or termination of which could have a Significant Adverse Effect.

	(c)	Not pledge or otherwise dispose of the shares of the Borrower.

15.	EARLY TERMINATION

15.1.	Early Termination Events

	The facts or circumstances enumerated below constitute cases of breach of the Bridge Facility (“Early Termination Events”):

	(a)	If any payment obligation, whether for principal, interest, fees, expenses or any other concept due by virtue of this Agreement, is unpaid on its due date.

	(b)	If the Bridge Facility is not applied, in whole or in part, to the stipulated purpose.

	(c)	If any significant obligation, not a payment obligation, assumed by the Borrower or the Shareholder in the Agreement is breached and, especially, as a matter of illustration but without limitation, if any of the obligations contained in clause 14 are breached.

	(d)	In the event that the Borrower’s representations made in the Agreement are false or, when reiterated in accordance with the provisions of clause 13.2, cease to be true in some substantial aspect.

(e)	If the Borrower or the Shareholder ceases to pay any debt resulting from funds taken in loan or repayable funds otherwise obtained (including any debt deriving from hedging agreements or derivatives) other than those contracted in this Agreement.

(f)	If any judicial proceeding which carries with it attachment or seizure in an amount which, added to that of other proceedings of such characteristics, exceeds €10,000,000 (or the equivalent thereof in another currency) is brought against the Borrower or the Shareholder.

(g)	If, by effect of a general or special legal provision, or by decision of a competent authority, any of the obligations contracted by the parties in the Agreement turns out to be illegal, or is not valid, binding, enforceable or becomes impossible to fulfill and, within a deadline of thirty (30) calendar days, an alternative solution is not agreed to by the Borrower and the Financing Bank.

(h)	If the Borrower or the Shareholder files a petition to be declared in temporary receivership, bankruptcy or creditors’ proceedings or if, such petition having been filed by a third party, it is admitted by judicial resolution, or if any of the said companies is subjected to judicial administration or attachment, or is seized or taken over, or its shares or a substantial portion of its assets are expropriated, or it acknowledges its incapacity to pay its debts when due, or a renegotiation of all or a substantial part of its payment obligations is brought, or if any other action or similar act, whether judicial or private, is carried out which causes analogous effects, or the situation of insolvency of the Borrower or the Shareholder becomes evident for any reason and, when brought by third parties, is not stayed or dismissed within a period of twenty (20) Business Days from the time in which knowledge thereof is received.

(i)	If for any cause the Borrower or the Shareholder totally ceases in its business activity, or reduces it substantially, or modifies it radically, or convenes or holds a General Shareholders’ Meeting to decide any such measures, or if they become subject to a legal cause for dissolution or winding-up.

(j)	If the Shareholder ceases to be the holder of 100% of the equity capital of the Borrower.

(k)	If the Personal Guarantee granted by the Shareholder in clause 16 of this Agreement ceases to be valid or effective for any reason.

15.2.	Effects of Total Early Termination

	Once the Borrower has been notified, the early termination will produce the following effects:

	(i)	the cancellation of the availability of the Bridge Facility if it has not been paid-out;

	(ii)	the Borrower’s obligation to immediately repay the entire outstanding balance of principal drawn down and pending repayment;

	(iii)	interest accrued and any fees, expenses and other concepts owed by the Borrower becoming immediately due and payable;

	(iv)	the Borrower’s obligation to indemnify the Financing Bank for the damage contemplated under subclause 10 (a) which may be caused to it by the repayment of the Bridge Facility by the Borrower on a date other than those on which interest in progress falls due, as a consequence of a lower return on its investment to the contemplated maturity in comparison with the cost attributable to obtaining those funds when they were delivered to the Borrower, as per the accrediting settlement which must be presented by the Financing Bank;

	(v)	the accrual of default interest on the amounts owed in accordance with the preceding sections if not paid immediately upon the early termination being declared.

16.	SIGNATURE GUARANTEE

(A)	The Shareholder hereby establishes itself as joint and several guarantor of any obligation the Borrower holds vis-à-vis the Financing Bank as a consequence of this Agreement (including, without limitation, principal, interest, fees, costs, expenses, damages and any other concept).

	The guarantee referred to in this section (A) shall be referred to as the “Signature Guarantee”.

(B)	The Signature Guarantee shall be in force as long as all obligations having their origin in the Agreement have not been fulfilled, to the satisfaction of the Financing Bank.

(C)	The Shareholder expressly waives the benefits of order, division and excussion. The Shareholder also expressly waives opposing set-off and any personal, own exception or of any other obligor. The Financing Bank may demand the performance of the obligations from the Shareholder directly, in accordance with article 1144 of the Civil Code, and with no need to first make a claim against the Borrower, or to make a joint claim against the Borrower and the Shareholder.

(D)	In case of enforcement of the Signature Guarantee and effective payment thereof by the Shareholder, the Shareholder shall subrogate in the rights that the Financing Bank has against the Borrower. The rights so acquired by subrogation or which for any other reason derive from the payment of the Signature Guarantee shall be subordinated to the rights that the Financing Bank may have vis-à-vis the Borrower by virtue of this Agreement in such a manner that the Shareholder may not enforce its rights against the Borrower until the total settlement of the debt of the latter vis-à-vis the Financing Bank by virtue of this Agreement.

(E)	The Shareholder acknowledges that any amounts it owes to the Financing Bank as a consequence of the enforcement of the Signature Guarantee may be set-off by the Financing Bank against any balances, rights or credits that the Shareholder maintains from time to time with the Financing Bank.

(F)	The Shareholder expressly accepts that its Signature Guarantee shall remain in force in all of its terms in light of any assignments, novations, amendments or extensions of the Agreement.

(G)	In case of insolvency proceeding of the Borrower, the Shareholder’s liability shall not be decreased by any agreements, stays of execution or forbearance which have received the favorable vote of the Financing Bank.

17.	SETTLEMENT OF BALANCE DUE AND JUDICIAL ENFORCEMENT

17.1.	Settlement and Enforcement against the Borrower

	In case of ordinary or early termination of the Bridge Facility or total or partial termination of the Agreement, the Financing Bank may perform a settlement of the account mentioned in clause 3, it being expressly agreed that the balance which results from the said settlement, as duly certified by the Financing Bank, shall be the amount due and payable (in accordance with the provisions of articles 571 and 572 of Law 1/2000, of January 7, on Civil Procedure) for purposes of payment and dispatch of enforcement or for purposes of judicial or non-judicial claims. The amount payable resulting from the said settlement shall be notified to the Borrower and to the Shareholder, in accordance with the provisions of article 572.2 in fine of the above-mentioned Law .

	A copy of this Agreement, as notarized pursuant to the formalities established by Law 1/2000, of January 7, on Civil Procedure, accompanied by the following documents, shall have executory force:

	(a)	Certification issued by the Notary Public that intervened in the notarization or the one that preserves his Official Records, accrediting the conformity of the copy of the Agreement so notarized with the entries of the Official Records and the date of the latter.

	(b)	The certification referred to by paragraph one of this clause, expressing the balance of the account mentioned in clause 3, resulting from the settlement performed by the Financing Bank. In said certification, the Notary Public intervening at the request of the Financing Bank shall state for the record that the settlement of the Borrower’s debt has been performed in the manner stipulated by the Parties in this Agreement.

	(c)	The statement of the line items pending debit and credit and those pertaining to the application of interest which determine the specific balance for which the dispatch of enforcement of requested.

	(d)	The document accrediting the Borrower and the Shareholder having been notified of the amount due and payable, in accordance with the provisions of paragraph one of this clause.

17.2.	Settlement and Enforcement Against the Shareholder

	In accordance with the provisions of articles 572.2 and related of the Civil Procedure Act, for the purpose of making any judicial or non-judicial claim, or proceeding with the enforcement of the Guarantee against the Shareholder, the parties expressly agree as follows:

	(a)	The amounts owed from time to time by the Borrower, secured by the Guarantee, shall be those determined in accordance with the procedure established under clause 17.1, supra. This amount shall have attestable value in court and shall take all legal effects.

	(b)	The Financing Bank shall notify the Borrower and the Shareholder of the amount of the balance resulting from the calculation made in accordance with this clause. The amounts enforceable against the Shareholder shall be the amount of the resulting balance. The original policy of this Agreement drawn up pursuant to the formalities established by article 517.5 of the Civil Procedure Act, accompanied by the certification issued by the intervening Notary Public accrediting the conformity of this policy with the entries of his official records and the date of the latter, shall have executory force.

18.	SET-OFF

19. COMPUTATION OF TIME PERIODS

For purposes of computing the time periods contemplated in this Agreement, the following definitions contained in this clause shall be used:

“hours” (n.b. expressed as a.m. or p.m. in English translation in lieu of the 24-hour clock) means Madrid time, unless otherwise expressly established.

“calendar day” means all days of the Gregorian calendar. For time periods indicated by days, they shall be deemed to be calendar days unless otherwise expressly established.

“week” means the period between one given day and the same day of the following week, both inclusive.

extension or reduction of the period so taking place shall be deducted from, or added to, respectively, the immediately following period making for continuity with the former.

20.	NOTICES

20.1.	Form of Giving Notices

	Communications between the Borrower and the Financing Bank deriving from this Agreement for which no special form is contemplated, shall be made by using any means which allows leaving a record of the sending and receipt thereof.

	Written notices shall be deemed to be duly given when carried out through sending, sufficiently in advance in each case, of a telegram, burofax or fax sent to the respective addresses and numbers listed in the following paragraphs, or by hand through a messenger services that obtains an acknowledgement of receipt by the recipient. The receipt for issuance of the telegram, or the original burofax or fax reflecting the receipt thereof at the numbers and addresses indicated, shall constitute attestable evidence of the communication, with the exception that telegraphic and fax communications (not those sent through the burofax service offered by the public Postal services) must be confirmed by letters signed by a person holding authority for the communication that has been made, sent by certified mail or messenger service, obtaining an acknowledgement of receipt by the recipient or by return receipt acknowledged through the same channel by the recipient thereof.

20.2.	Addresses and Accounts

	The addresses, fax identification numbers, contact persons and, as the case may be, bank account numbers of all those intervening in this Agreement, are as listed in Schedule 2.

20.3.	New Addresses

	Any change in the addresses indicated in this Agreement shall not take effect until notified in proper form to the other party five (5) days in advance.

21.	ASSIGNMENTS

21.1.	Assignment by Financing Banks

	The Financing Bank may assign to third parties, in whole or in part, its contractual position in this Agreement, provided that the following requisites are met:

	a)	That the assignee shall be a financial institution or credit entity of the European Union.

	b)	That the assignment shall be notified to the Borrower five (5) days in advance of the date it is executed.

c)	That the Borrower shall not assume vis-à-vis the assignee greater obligations than those it had contracted with the assignor, nor shall the assignment entail any additional cost to the Borrower, including, in particular, that the assignment not entail for the Borrower greater obligations or costs than it would have been responsible for by virtue of clauses 10, 11 and 12 with respect to the assignor.

d)	That the amount of the assignment shall be for a minimum of €100,000,000, except in the event that the entire share of the Financing Bank is assigned, in which case the assignment may be made for the amount of the total outstanding share of the assignor.

e)	That the Borrower shall consent to the assignment proposed by the assignee, which consent may not be unreasonably withheld. The Borrower’s consent shall not be necessary when (i) entailing an assignment that the Financing Bank makes in favor of a company belonging to its group, or (ii) the Borrower is subject to any of the Early Termination Events of clause 15.1, supra.

21.2.	Assignment by the Borrower and the Shareholder

	The contractual position, rights and obligations of the Borrower or the Shareholder shall in no case and under no circumstance be assignable or transferable.

22.	CONFIDENTIALITY

	The Financing Bank agrees to maintain confidentiality with regard to the execution of this Agreement, the terms and conditions contained therein, and any other

	confidential information which has been furnished thereto by the Borrower on the occasion of the preparation, negotiation, execution or performance of this Agreement.

	Notwithstanding the provisions of the above paragraph, the Financing Bank may disclose any type of information:

	(i) to banking supervision entities, to the tax administration or to any other administrative or judicial authority that has jurisdiction over the Financing Bank;

	(ii) to the auditors or legal counsel of the Financing Bank; or

	(iii) to any other person, as long as (x) this is required by a legal or regulatory rule; (y) the disclosure of the confidential information is made after the formalization of the Acquisition in the context of the structuring of the Syndicated Facility; or (z) it is previously authorized by the Borrower in writing, it being established that the granting of said authorization by the Borrower may not be unreasonably deferred, delayed or withheld.

23.	JURISDICTION

	The Parties, waiving the venue to which they may be entitled, hereby expressly submit to the jurisdiction and competency of the Courts and Tribunals of the City of Madrid.

24.	GOVERNING LAW

	This Agreement shall be governed and construed in accordance with Spanish common law.

25.	PUBLIC NOTARIZATION

	Either Party may demand from the other the public notarization of this Agreement. The expenses deriving from public notarization shall be for the account and expense of the party so requesting.

BANCO SANTANDER CENTRAL HISPANO, S.A.

/s/ Pablo Faustino Lastra Moreno		/s/ Manuel Pérez Peral
Name: Pablo Faustino Lastra Moreno		Manuel Pérez Peral

SACYR VALLEHERMOSO, S.A.

/s/ Luis Fernando del Rivero Asensio

Luis Fernando del Rivero Asensio

SACYR VALLEHERMOSO PARTICIPACIONES MOBILIARIAS, S.L.

/s/ Luis Fernando del Rivero Asensio

Luis Fernando del Rivero Asensio

SCHEDULE 1

Request for Drawdown

[Place and date]

To: [Financing Bank]
[Address]
Att: Mr. [ ]

From: [Borrower]

Subject: Bridge Credit Facility Agreement executed on ******** **, 2006 (the “Agreement”)

Dear Sirs:

In accordance with the provisions of the Agreement and, specifically, clause 2 thereof, we hereby request a Drawdown in the terms detailed below.

The terms and definitions of this notice shall have the same meaning as in the Agreement.

[To finance the acquisition price of the purchase order given on the date * to * on shares of the Affected Company which was executed on that same day for a total amount of € *.]

[To finance € * as expenses incurred by the Borrower associated with the acquisition referred to above.]

In accordance with the provisions of clause 2.2 of the Agreement, we expressly declare that the conditions precedent established in clause 2.1 of the Agreement remain in force.

Very truly yours,

[Signature of legal representatives of the Borrower]

SCHEDULE 2

Notices

To BANCO SANTANDER CENTRAL HISPANO, S.A.

Amadeo Martínez Peral
Area de Financiaciones Estructuradas (Structured Finance Area)
Ciudad Grupo Santander
Edificio Amazonia, segunda planta
28660 Boadilla del Monte, Madrid
Telephone: 91 2891092
Fax: 912571614
E-mail: amadmartinez@gruposantander.com

To SACYR VALLEHERMOSO PARTICIPACIONES MOBILIARIAS, S.L. and SACYR VALLEHERMOSO, S.A.

José Puelles Gallo.
Paseo de la Castellana 83-85
28046 Madrid
Telephone: 915455051
Fax: 915567555
E-mail: jpuelles@gruposyv.com

EX-10.3 4 ex104.htm EXHIBIT 10.3 ex104.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

EXHIBIT 10.3

Sacyr Vallehermoso, S.A.
Att: Mr. Javier Pérez Gracia
Mr. José Puelles

Madrid, October 26, 2006

Subject: Long-term facility for acquisition of up to 20% of REPSOL YPF, S.A. by SPV wholly-owned by Sacyr Vallehermoso, S.A. (“SYV”)

Dear sirs:

SYV has informed Banco Santander Central Hispano (“SAN”) of its interest in the acquisition of up to 20% of REPSOL YPF, S.A. As a follow-up to our conversations and in response to your request, SAN is pleased to present you with a Firm Offer to underwrite 100% of the above-captioned facility.

The Bank’s commitment is established in the Terms and Conditions included in the Appendix to this letter. In this regard, we attach hereto a Schedule relating to a facility with limited recourse to SYV, as well as a Schedule relating to a bridge facility for a term of up to three months.

Please note that the amounts appearing in the Appendix are based on a transaction value (including all transaction costs) of €6.375 billion. If said value should increase, the financing, equity and contingent guarantee percentages established in this Facility Offer would have to be reconsidered.

By signature of this letter in witness of acceptance, SAN is appointed by you on an exclusive basis as Facility Underwriter and Bookrunner. Therefore, you agree not to appoint other banks as Underwriter and Bookrunner for the same purpose, without out prior consent given in writing. In addition, both parties agree to take into consideration the opinions of the other in the selection process in respect of the Mandate Lead Arrangers.

The Bank may syndicate the transaction with other credit entities before or after the closing thereof, subject to consultation with you.

Underwriting by the Bank is subject:

	(i)	to satisfactory contractual documentation, the parties agreeing to negotiate in good faith the contractual documents pertaining to the Facility;

	(ii)	to receiving such information as is reasonably requested in order to structure the Facility.

This Facility Offer is also conditioned upon there not being generated through the signature date of the Facility Agreement any alteration in the credit market or in the financial position of SYV and/or the partners of the Borrower, and/or the shareholder group of the latter, which could alter the present frame of action.

The terms and conditions of the appendix are strictly confidential and must not be disclosed or reported to third parties, legal counsel excepted, without the prior express consent of the parties.

Page 1 of 10

This Facility Offer is valid through December 31, 2006.

Please sign this letter, in witness of your acceptance of the contents thereof and of the Schedule of Terms and Conditions.

Very truly yours,

Banco Santander Central Hispano, S.A.
Authorized Signatory,

Accepted and Agreed

Sacyr Vallehermoso, S.A.
Authorized Signatory,

Page 2 of 10

FACILITY TO SPV (wholly-owned by SYV)

TERMS AND CONDITIONS OF FACILITY UNDERWRITING

1.	Total Amount:	Up to a maximum of €5,175,000,000, representing 81.17% of the
		transaction value.

2.	Borrower:	A Spanish SPV, wholly-owned (directly or indirectly) by SYV, with no
		activity other than the acquisition of up to 20% of the shares of REPSOL
		YPF, S.A.

		This SPV will have equity of some €1.2 billion in the form of Capital and/or
		Subordinated Loan.

3.	Purpose:	Refinancing of outstanding balance of bridge credit facilities totaling €2.6
		billion granted for the acquisition of 10% of REPSOL YPF, S.A., as well as
		for the acquisition, by the method to be established, of an additional 10% of
		REPSOL YPF, S.A. until totaling 20%.

4.	Guarantees:	·	Pledge of 100% of the shares of SPV.

		·	Pledge of the shares of REPSOL YPF, S.A. acquired by SPV (in any
			case, political rights for SYV). The acquired securities of REPSOL
			YPF, S.A. shall be deposited at SAN (subject to agreement on
			conditions of custody).

		·	Irrevocable order of payment of dividends of REPSOL YPF, S.A. into
			SAN account.

		·	Pledge of SPV’s bank accounts.

		·	SYV will guarantee the payment of interest on the facility.

		·	SYV is required to submit additional liquid listed securities, to the
			Bank’s satisfaction, or cash, as security for the facility when the loan-
			to-value ratio falls below 105% during the first 24 months and below
			115% as from month 24. This contingent guarantee is limited to total
			contribution having an equivalent value of €1.275 billion. The parties
			agree that, among those listed securities, the following shall be
			acceptable:

			o	Shares of Testa, provided that the said company is in
				possession of an asset appraisal report on the basis of
				which the value of the shares will be determined. In the
				event that SyV chooses to submit shares of Testa, the
				equivalent value of the shares to be contributed shall be at
				least 125% of the amount necessary to re-establish the
				loan-to-value ratio established in the above paragraph,
				unless at that time Testa meets the free-float requisites
				established in the following paragraph.

			o	Shares of Eiffage and/or Itinere (when it goes public)
				provided that the minimum free-float of these companies
				shall be at least 35% of share capital or €1.0 billion.

Page 3 of 10

			o	In the event that SyV has contributed shares of Testa in
				order to meet the loan-to-value ratios established in this
				section, the Financial Institutions may request that SyV
				substitute said shares of Testa for others of Eiffage and/or
				Itinere, provided that the latter meet, at the time of the
				request, the free-float requisites established in the above
				paragraph but Testa does not meet them.

		·	SYV agrees, upon maturity of the facility, provided that it is not
			refinanced, to submit additional liquid listed securities, in accordance
			with the provisions of the above paragraph, or cash, up to the
			aggregate limit mentioned in the preceding paragraph, in order to
			maintain the same loan-to-value ratio as established at the onset of
			this facility (1.23x) .

5.	Drawdown	Once the conditions precedent established below have been accredited,
	Period:	one month from date of signature.

6.	Term:	6 years.

7.	Amortization:	Bullet, sole amortization pay-off at maturity.

8.	Underwriter:	Banco Santander Central Hispano, S.A.

9.	Agent:	SAN

10.	Lender Banks:	Banking syndicate formed by the Underwriter and other Financial
Institutions that, in the end, may enter the transaction.


11.	Interest Period:	1, 3 and 6 months, at the choice of the Borrower.

12.	Interest Rate:	EURIBOR of the relevant term + applicable Margin.

13.	Margin:	The margin shall be:

			·	100 basis points per annum through month 24
			·	110 basis points per annum from month 24 through month
				48
			·	120 basis points from month 48

14.	Underwriting,	0.95% of the Total Amount, payable upon the first Drawdown or upon
	Structuring and	expiration of the Drawdown Period, whichever occurs first.
	Origination
	Fee:

15.	Agency Fee:	€60,000 + VAT, payable annually.

16.	Voluntary	The Borrower shall have the option of prepaying the facility amount (in
	Prepayment:	whole or in part) without penalty, provided that the prepayment coincides
		with an interest payment date, and it is made subject to minimum pre-notice
		to the Agent Bank of 15 business days.

		The prepayment must be for a minimum of €25 million and multiples of €5
		million, in the event that the principal payment is made with funds other
		than those generated by the Borrower. Should that not be the case, no
		minimum will exist.

Page 4 of 10

17. Obligatory	The facility amount must be prepaid in the following circumstances:
Prepayment:
	·	In full in case of loss of ownership (whether direct or indirect) of
		100% of SPV on the part of SYV.

	·	In full in the event that SPV is merged, absorbs or is absorbed, or
		changes activity.

	·	In whole or in part, as appropriate, in the event that SPV proceeds
		with the sale, in whole or in part, of the shares of REPSOL YPF, S.A.
		acquired within the frame of this facility.

	·	In full in case of breach of the loan-to-value ratio.

18. Market Value of	Result of multiplying the number of shares acquired and pledged by the
the Shares of	SPV by the closing price of the Spanish electronic stock trading system
REPSOL YPF,	(Sistema de Interconexión Bursátil Español).
S.A.:

19. Loan-to-Value	Defined as the quotient between the Market Value of the Shares of
Coverage	REPSOL YPF, S.A. acquired and pledged by SPV at the end of each
Ratio:	Measurement Period and the outstanding balance of the facility at that time,
	net of cash and equivalents at SPV.

20. Maintenance of	In the event that the Market Value of the Shares of REPSOL YPF, S.A., at
Loan-to-Value	the end of each Coverage Level Measurement Period has suffered a
Coverage	decrease which provokes the Loan-to-Value Coverage Ratio to fall below
Ratio:	that established in section 4 of this Offer, depending upon the time in which
	it is applicable, during 3 consecutive days, SYV shall submit listed
	securities, to the satisfaction of the Banks, or funds up to the limit at which
	the Loan-to-Value Coverage Ratio is re-established. The total maximum
	value of SYV’s contributions to the Borrower and not recovered, in
	accordance with the provisions of the following paragraph, shall amount to
	€1.275 billion.

	If at the end of the following Measurement Period, the share price of
	REPSOL YPF, S.A. has appreciated in such a manner that the Loan-to-
	Value Coverage Ratio is greater than the one established in section 4 of
	this Offer, depending upon the time in which applicable, during three
	consecutive days, SYV may re-draw the cash or the securities previously
	submitted as collateral.

	Once the above-mentioned contingency limit has been exhausted, and in
	order to maintain the Loan-to-Value Coverage Ratio, SYV may continue
	contributing funds in order to succeed in maintaining the Loan-to-Value
	Coverage Ratio as determined. In any case, at the choice of the Borrower
	and/or SYV, the following are proposed:

	·	Reduction of debt.

	·	Contribution of shares of REPSOL YPF, S.A.

	·	Contribution of liquid, listed shares.

	·	Contribution of cash or equivalent.

	·	Bank guarantee (minimum S&P: A+).

Page 5 of 10

	·	Any other one acceptable by the Financial Institutions.

21. Loan-to-Value	Monthly, except if the Loan-to-Value Coverage Ratio falls below 1.15x, in
Coverage Ratio	which case weekly.
Measurement
Period:	If the Loan-to-Value Coverage Ratio falls below 1.10x, the Measurement
	Period shall be daily.

22. Conditions	·	The Loan-to-Value Coverage Ratio must be greater than or equal to
Precedent prior		1.20x in order for SYV not to have to contribute additional
to Closing and		guarantees.
Pay-out
	Prior to the drawdown of funds, the Agent must have received, inter alia,
	the following documents:

	·	Authorizations.

	·	Incorporation, registration, corporate resolutions and powers of
		attorney of the SPV.

	·	Evidence of paid-in Capital, Subordinated Loan.

	·	Establishment of Guarantees.

	·	Representations: legal status, non-existence of violation, of breach of
		litigation, of insolvency situations, compliance with tax regulations,
		non-existence of early termination events, non-existence of financial
		indebtedness not this facility.

	·	Absence of Material Adverse Change. Any circumstance or fact
		which adversely and significantly may affect or affects the financial
		position, equity or capacity of the SPV to meet the obligations
		deriving from the Facility.

	·	Representation concerning having paid all fees owed to the banks.

23. Borrower’s	During the life of the facility, SPV must fulfill, inter alia, the following
Obligations:	obligations:

	·	Earmark the amount of the facility to the stated purpose.

	·	Compliance with laws, maintenance of authorizations.

	·	Prompt reporting of the existence of a cause for early termination.

	·	Negative Pledge, Pari Passu.

	·	Maintenance of ownership of 100% of the shares of REPSOL YPF,
		S.A. acquired by the SPV, free of liens, encumbrances, in-rem rights,
		options, etc., except for the pledge granted in favor of the Financial
		Institutions.	This obligation shall be excepted in the case
		contemplated in section 17.3 of this Offer.

	·	Prohibition against incurring indebtedness other than as
		contemplated in these terms and conditions, unless entailing
		indebtedness subordinated to the bank facility, granted by the

Page 6 of 10

		Shareholder.

	·	Prohibition against granting financing and/or bank guarantees and/or
		other types of guarantees.

	·	Prohibition against making investments, with the sole exception of
		acquiring new blocks of REPSOL YPF, S.A. and provided that the
		Loan-to-Value Coverage Ratio has been greater than 1.15x during
		two consecutive measurements.

	·	Prohibition against adopting resolutions aimed at dissolution,
		winding-up, transformation, merger or spin-off of the company.

	·	Prohibition against entering into contracts with especially related
		persons.

	·	Prohibition against distributing dividends and remunerating the
		Subordinated Debt which, as the case may be, SYV’s shareholders
		contribute.

	·	Exercise the political rights in relation to the shares of REPSOL YPF,
		S.A. diligently, so as not to impair at any time the obligations
		contracted under this Facility and, in any case, under the premise of
		facilitating a dividend distribution which allows the payment of
		interest on the bank financing.

	·	Commitment relating to tax consolidation of SPV into the SYV
		consolidated group and contribution by the shareholder of the
		relevant funds to SPV for the tax credit of any tax loss that may exist.

	·	The value of the Loan-to-Value Coverage Ratio, at the end of each
		Measurement Period, must be greater than or equal to that
		established in section 4 of this Offer, depending upon the time in
		which applicable, provided that the contingent contribution limit of
		€1.275 billion, to be contributed by SYV, has been exhausted.

	·	Commitment to submit economic-financial and annual information
		(within 180 days following the close) and to audit its Annual Financial
		Statements and Management Report annually by a firm of
		recognized prestige.

	·	Establishment of interest rate hedging mechanism (at least for 2/3 of
		the amount and 100% of the facility term), to be determined by
		mutual agreement with the Bank. Contracting will be carried out at
		the said bank and pursuant to market conditions.

24. SYV’s	·	Make the contributions of funds or securities described in this facility
Obligations:		offer.

	·	Maintain, at all times, at least €1.0 billion in liquid, listed shares free
		of liens or available cash in order to satisfy the contributions to
		maintain the Loan-to-Value Coverage Ratio at the levels established
		in this offer. This amount shall be reduced in proportion to the limit
		of SYV’s contingent guarantee, when such limit, due to the effective
		contribution of securities or cash, has been reduced to €1.0 billion.

25. Other	Costs pertaining to Funding Rupture, Substitute Interest, Market Rupture,

Page 7 of 10

Customary		Default Interest, Change in circumstances, Unforeseen Legal Breach,
Clauses in this		Qualified Credit Entity (for tax purposes). Loan Accounts.
Type of Facility:

26. Assignments:		Financial Institutions may assign and transfer, in whole or in part, their
		share in this Agreement and, therefore, the rights and obligations
		emanating therefrom, to other credit entities, financial institutions,
		securitization fund established or to be established in Spain or abroad (in
		any case within the EU) as well as to any other entity and, specifically, to
		companies or entities, whether or not regulated, incorporated for the
		purpose of participating in the credit or securities market through
		securitization processes or other processes analogous thereto, provided
		that no greater costs to the Borrower derive from the assignment. Only
		entities having their domicile or a permanent establishment in the EU may
		be assignees.

27. Taxes	and	The Borrower shall be responsible for all present or future taxes and
Expenses:		coefficients (“Increased Costs”) which may accrue in relation to this
		financial transaction, including legal expenses, external advisers, as well as
		the movements of funds in Bank of Spain accounts, if any, or any other
		system used to comply with the payment obligations between the parties to
		the contract. The banks shall loan from a permanent establishment in the
		European Union. Standard gross-up clause.

28. Early		·	Breach by the Borrower of any undertaking, obligation, etc.
Termination			established in the contract, considering and evaluating in each case
Events:			the material/substantial nature of each such breach. A grace period
			or cure period may be established for each one of the early
			termination events, to be negotiated by the parties and which, in any
			case, shall not be greater than 5 business days for breach of
			payment, and 15 calendar days for others.

		·	Cross Default with the corporate operation of SYV which completes
			the facility earmarked towards acquisition of REPSOL YPF, S.A.
			shares.

		·	General non-payment of debts on the part of the Borrower or on the
part of any company of the SYV Group.

		·	Declaration of early termination of any indebtedness of the Borrower
or of any company of the SYV Group.

		·	Change of direct or indirect 100% ownership on the part of SYV.

		·	Breach or unforeseen ineffectiveness of any representation or
			warranty.

		·	Illegality, voidance or ineffectiveness of the guarantees.

		·	Material Adverse Change. Any circumstance or fact which adversely
			and significantly may affect or affects the financial position, equity or
			capacity of the SPV and/or of SYV to meet the obligations deriving
			from the Facility.

29. Documentation:		The transaction shall be formalized via a loan agreement prepared by a
		lawfirm of recognized prestige, and shall include the representations,
		obligations, conditions precedent, termination events and other clauses

Page 8 of 10

		customary for this type of transaction.

		The documentation shall be executed before a Notary Public.

30.	Governing Law	Spanish law and Courts of the city of Madrid
	and
	Jurisdiction:

31.	Assistance in	SYV agrees to support the Underwriters and to employ its best efforts during
	Syndication:	the syndication to encourage the banks with which a relationship is
		established to participate in order to guarantee the success of such
		syndication.

Page 9 of 10

FACILITY TO SPV (wholly-owned by SYV)

TERMS AND CONDITIONS OF BRIDGE FACILITY UNDERWRITING

1.	Total	Up to a maximum of € 2,600,000,000.
	Amount:
2.	Borrower:	A Spanish SPV, wholly-owned (directly or indirectly) by SYV, with no activity
		other than the acquisition of up to 20% of the shares of REPSOL YPF, S.A.
3.	Purpose:	Purchase of up to 20% of the shares of REPSOL YPF, S.A.
4.	Guarantees:	Sacyr Vallehermoso, S.A. will jointly and severally guarantee the Borrower’s
		obligations.
5.	Term:	3 months from signature date.
6.	Amortization:	Bullet, upon maturity.
7.	Underwriter:	SAN
8.	Interest	1 or 3 months, at choice of Borrower.
	Period:
9.	Interest Rate:	EURIBOR plus Applicable Margin.
10.	Applicable	80 basis points.
	Margin:
11.	Origination	2 basis points.
	Fee:
12.	Covenants:	· Obligation to deposit the shares of REPSOL YPF, S.A. acquired into a
		custodial account at SAN.
		· Prohibition against disposing of the securities deposited.
		· In case of sale of the shares of REPSOL YPF, S.A. acquired, earmark
		100% towards prepayment.

Page 10 of 10

GRAPHIC 5 ex104x1x1.jpg begin 644 ex104x1x1.jpg M_]C_X``02D9)1@`!`0```0`!``#_VP!#`!`+#`X,"A`.#0X2$1`3&"@:&!86 M&#$C)1TH.C,]/#DS.#=`2%Q.0$17137!D>%QE9V/_ MVP!#`1$2$A@5&"\:&B]C0CA"8V-C8V-C8V-C8V-C8V-C8V-C8V-C8V-C8V-C M8V-C8V-C8V-C8V-C8V-C8V-C8V-C8V/_P``1"``Q`)T#`2(``A$!`Q$!_\0` M'P```04!`0$!`0$```````````$"`P0%!@<("0H+_\0`M1```@$#`P($`P4% M!`0```%]`0(#``01!1(A,4$&$U%A!R)Q%#*!D:$((T*QP152T?`D,V)R@@D* M%A<8&1HE)B7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7& MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0`'P$``P$!`0$! M`0$!`0````````$"`P0%!@<("0H+_\0`M1$``@$"!`0#!`<%!`0``0)W``$" M`Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O`58G+1"A8D-.$E\1<8&1HF M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$ MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4 MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H`#`,!``(1`Q$`/P"A_:NH_P#/ M_=?]_F_QH_M74?\`G_NO^_S?XU4HKS.9]S[CV4/Y5]Q;_M74?^?^Z_[_`#?X MT?VKJ/\`S_W7_?YO\:J`$G`Y)KH+31Q<6%Y8X5=1MY=^/[ZXQC^?YBJCS2V, MJKHTE>27]=3*_M74?^?^Z_[_`#?XT?VKJ/\`S_W7_?YO\:JD%20P((X(/:DJ M>9]S7V5/^5%O^U=1_P"?^Z_[_-_C1_:NH_\`/_=?]_F_QJI11S/N'LH?RK[B MW_:NH_\`/_=?]_F_QH_M74?^?^Z_[_-_C52BCF?5O1F)JWA5[N>6ZMIE620[C$PP,]^?\`ZU@`P/T%8UHP6V MYZ&6U<1.ZJ+W4M&:=M;3W&DP'1YL31Y-Q&C[9"<\'W&*SIQ=7UZ(WB(N%4*P M(P>!R3Z<=:%M"(X9[6ZBW; M$F+SU&?)\P;VXSP*GO&BDTFW@26V65)FS&C'`!`[G^9-3K+$/%<=QY\7DJ58 MR;QC`4#^?:CE5P=:IRW7GT[/3[RA;Z:LNF279N(U975`I/3.>OY5%!I\LQ3# MQHLCE(V=L!V'8?F*N1&)[*^LS/%'(TJR(6;Y6`SW''>DMEMXK>"03PNZ2'>) M7.$&1@JO?/XT66A7M)KFUZZ:>15BTR[E,ZK&`;?_`%@9P"O./7]>E,N;&2VB M24O')&Y(#QMN`(['WK8,L+7VLR+<0E)XV6,EP-Q)![_SK/1D&B*"T987/F&, MN,E<8Z?6AQ00K3;N_+\5_F.TZVF@U"V)G2"4LIV%RK$$C\!GT)IFH6[S:MJ# M#"QQSN7=C@+ECC_]56KH6\VM+?1747D22K(=[89>1D$?Y%2274#MJ4$=S&KR MW'G12?PMR?E)(XX/TIV5K&?/+F4TM;=MM?T,U=,N9)84A"2^?GRV5N&QUZXP M?8TRZL9+5`97BW$X**X++]1VJ[8S2KJ=G]IN8C'%)O/[P;5&1D\<50O\&^G( M96#2,05((()SVJ6E:YO" GRAPHIC 6 ex104x2x1.jpg begin 644 ex104x2x1.jpg M_]C_X``02D9)1@`!`0```0`!``#_VP!#`!`+#`X,"A`.#0X2$1`3&"@:&!86 M&#$C)1TH.C,]/#DS.#=`2%Q.0$17137!D>%QE9V/_ MVP!#`1$2$A@5&"\:&B]C0CA"8V-C8V-C8V-C8V-C8V-C8V-C8V-C8V-C8V-C M8V-C8V-C8V-C8V-C8V-C8V-C8V-C8V/_P``1"``Q`)T#`2(``A$!`Q$!_\0` M'P```04!`0$!`0$```````````$"`P0%!@<("0H+_\0`M1```@$#`P($`P4% M!`0```%]`0(#``01!1(A,4$&$U%A!R)Q%#*!D:$((T*QP152T?`D,V)R@@D* M%A<8&1HE)B7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7& MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0`'P$``P$!`0$! M`0$!`0````````$"`P0%!@<("0H+_\0`M1$``@$"!`0#!`<%!`0``0)W``$" M`Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O`58G+1"A8D-.$E\1<8&1HF M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$ MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4 MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H`#`,!``(1`Q$`/P"A_:NH_P#/ M_=?]_F_QH_M74?\`G_NO^_S?XU4HKS.9]S[CV4/Y5]Q;_M74?^?^Z_[_`#?X MT?VKJ/\`S_W7_?YO\:J`$G`Y)KH+31Q<6%Y8X5=1MY=^/[ZXQC^?YBJCS2V, MJKHTE>27]=3*_M74?^?^Z_[_`#?XT?VKJ/\`S_W7_?YO\:JD%20P((X(/:DJ M>9]S7V5/^5%O^U=1_P"?^Z_[_-_C1_:NH_\`/_=?]_F_QJI11S/N'LH?RK[B MW_:NH_\`/_=?]_F_QH_M74?^?^Z_[_-_C52BCF?5O1F)JWA5[N>6ZMIE620[C$PP,]^?\`ZU@`P/T%8UHP6V MYZ&6U<1.ZJ+W4M&:=M;3W&DP'1YL31Y-Q&C[9"<\'W&*SIQ=7UZ(WB(N%4*P M(P>!R3Z<=:%M"(X9[6ZBW; M$F+SU&?)\P;VXSP*GO&BDTFW@26V65)FS&C'`!`[G^9-3K+$/%<=QY\7DJ58 MR;QC`4#^?:CE5P=:IRW7GT[/3[RA;Z:LNF279N(U975`I/3.>OY5%!I\LQ3# MQHLCE(V=L!V'8?F*N1&)[*^LS/%'(TJR(6;Y6`SW''>DMEMXK>"03PNZ2'>) M7.$&1@JO?/XT66A7M)KFUZZ:>15BTR[E,ZK&`;?_`%@9P"O./7]>E,N;&2VB M24O')&Y(#QMN`(['WK8,L+7VLR+<0E)XV6,EP-Q)![_SK/1D&B*"T987/F&, MN,E<8Z?6AQ00K3;N_+\5_F.TZVF@U"V)G2"4LIV%RK$$C\!GT)IFH6[S:MJ# M#"QQSN7=C@+ECC_]56KH6\VM+?1747D22K(=[89>1D$?Y%2274#MJ4$=S&KR MW'G12?PMR?E)(XX/TIV5K&?/+F4TM;=MM?T,U=,N9)84A"2^?GRV5N&QUZXP M?8TRZL9+5`97BW$X**X++]1VJ[8S2KJ=G]IN8C'%)O/[P;5&1D\<50O\&^G( M96#2,05((()SVJ6E:YO" GRAPHIC 7 ex104x3x1.jpg begin 644 ex104x3x1.jpg M_]C_X``02D9)1@`!`0```0`!``#_VP!#`!`+#`X,"A`.#0X2$1`3&"@:&!86 M&#$C)1TH.C,]/#DS.#=`2%Q.0$17137!D>%QE9V/_ MVP!#`1$2$A@5&"\:&B]C0CA"8V-C8V-C8V-C8V-C8V-C8V-C8V-C8V-C8V-C M8V-C8V-C8V-C8V-C8V-C8V-C8V-C8V/_P``1"``Q`)T#`2(``A$!`Q$!_\0` M'P```04!`0$!`0$```````````$"`P0%!@<("0H+_\0`M1```@$#`P($`P4% M!`0```%]`0(#``01!1(A,4$&$U%A!R)Q%#*!D:$((T*QP152T?`D,V)R@@D* M%A<8&1HE)B7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7& MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0`'P$``P$!`0$! M`0$!`0````````$"`P0%!@<("0H+_\0`M1$``@$"!`0#!`<%!`0``0)W``$" M`Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O`58G+1"A8D-.$E\1<8&1HF M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$ MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4 MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H`#`,!``(1`Q$`/P"A_:NH_P#/ M_=?]_F_QH_M74?\`G_NO^_S?XU4HKS.9]S[CV4/Y5]Q;_M74?^?^Z_[_`#?X MT?VKJ/\`S_W7_?YO\:J`$G`Y)KH+31Q<6%Y8X5=1MY=^/[ZXQC^?YBJCS2V, MJKHTE>27]=3*_M74?^?^Z_[_`#?XT?VKJ/\`S_W7_?YO\:JD%20P((X(/:DJ M>9]S7V5/^5%O^U=1_P"?^Z_[_-_C1_:NH_\`/_=?]_F_QJI11S/N'LH?RK[B MW_:NH_\`/_=?]_F_QH_M74?^?^Z_[_-_C52BCF?5O1F)JWA5[N>6ZMIE620[C$PP,]^?\`ZU@`P/T%8UHP6V MYZ&6U<1.ZJ+W4M&:=M;3W&DP'1YL31Y-Q&C[9"<\'W&*SIQ=7UZ(WB(N%4*P M(P>!R3Z<=:%M"(X9[6ZBW; M$F+SU&?)\P;VXSP*GO&BDTFW@26V65)FS&C'`!`[G^9-3K+$/%<=QY\7DJ58 MR;QC`4#^?:CE5P=:IRW7GT[/3[RA;Z:LNF279N(U975`I/3.>OY5%!I\LQ3# MQHLCE(V=L!V'8?F*N1&)[*^LS/%'(TJR(6;Y6`SW''>DMEMXK>"03PNZ2'>) M7.$&1@JO?/XT66A7M)KFUZZ:>15BTR[E,ZK&`;?_`%@9P"O./7]>E,N;&2VB M24O')&Y(#QMN`(['WK8,L+7VLR+<0E)XV6,EP-Q)![_SK/1D&B*"T987/F&, MN,E<8Z?6AQ00K3;N_+\5_F.TZVF@U"V)G2"4LIV%RK$$C\!GT)IFH6[S:MJ# M#"QQSN7=C@+ECC_]56KH6\VM+?1747D22K(=[89>1D$?Y%2274#MJ4$=S&KR MW'G12?PMR?E)(XX/TIV5K&?/+F4TM;=MM?T,U=,N9)84A"2^?GRV5N&QUZXP M?8TRZL9+5`97BW$X**X++]1VJ[8S2KJ=G]IN8C'%)O/[P;5&1D\<50O\&^G( M96#2,05((()SVJ6E:YO" GRAPHIC 8 ex104x4x1.jpg begin 644 ex104x4x1.jpg M_]C_X``02D9)1@`!`0```0`!``#_VP!#`!`+#`X,"A`.#0X2$1`3&"@:&!86 M&#$C)1TH.C,]/#DS.#=`2%Q.0$17137!D>%QE9V/_ MVP!#`1$2$A@5&"\:&B]C0CA"8V-C8V-C8V-C8V-C8V-C8V-C8V-C8V-C8V-C M8V-C8V-C8V-C8V-C8V-C8V-C8V-C8V/_P``1"``V`*,#`2(``A$!`Q$!_\0` M'P```04!`0$!`0$```````````$"`P0%!@<("0H+_\0`M1```@$#`P($`P4% M!`0```%]`0(#``01!1(A,4$&$U%A!R)Q%#*!D:$((T*QP152T?`D,V)R@@D* M%A<8&1HE)B7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7& MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0`'P$``P$!`0$! M`0$!`0````````$"`P0%!@<("0H+_\0`M1$``@$"!`0#!`<%!`0``0)W``$" M`Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O`58G+1"A8D-.$E\1<8&1HF M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$ MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4 MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H`#`,!``(1`Q$`/P"_?>++^VO[ MB!(K8K%*R`E6S@$CUJ#_`(3+4?\`GC:_]\M_\561J_\`R%[W_KO)_P"A&JE< M#J3ON?74\%AW!-P6QT7_``F6H_\`/&U_[Y;_`.*H_P"$RU'_`)XVO_?+?_%5 MSM7--T]]1EECC/SQQ-(%[L1V'YTE4F]$QRPF%@N:458UO^$RU'_GC:_]\M_\ M51_PF6H_\\;7_OEO_BJYT@@X/!HH]K/N5]1P_P#(CHO^$RU'_GC:_P#?+?\` MQ5'_``F6H_\`/&U_[Y;_`.*KG:*/:S[A]1P_\B.B_P"$RU'_`)XVO_?+?_%4 M?\)EJ/\`SQM?^^6_^*KG:*/:S[A]1P_\B.B_X3+4?^>-K_WRW_Q5'_"9:C_S MQM?^^6_^*KG:*/:S[A]1P_\`(CHO^$RU'_GC:_\`?+?_`!5'_"9:C_SQM?\` MOEO_`(JN=HH]K/N'U'#_`,B.B_X3+4?^>-K_`-\M_P#%4?\`"9:C_P`\;7_O MEO\`XJN=HH]K/N'U'#_R(Z+_`(3+4?\`GC:_]\M_\51_PF6H_P#/&U_[Y;_X MJN=HH]K/N'U'#_R(Z+_A,M1_YXVO_?+?_%4?\)EJ/_/&U_[Y;_XJN=HH]K/N M'U'#_P`B/6J***]`^./,-7_Y"][_`-=Y/_0C52K>K_\`(7O?^N\G_H1JI7F2 MW9]Q2^"/HB2"WFN7V01/*WHBDFNCLH)186]UIXQ?:>S)/`>K`D]O\_I73:3! M;0:="+,+Y3(#N'5O<^]4KW3I8=8M]1L00SN$N$'1E/5OPKIC2Y5<\2IF"K2< M+6MM?KY/U.=UNS^W&+4]/MY&BG7=(J+G8P.#G%8->JP01V\92)=JEF;'N3D_ MSKCO&L5LE]"T043NI,H'Z$^_6IJTK+F-L!CN>:HVTZ/R\S'M+-9+.XO)MYBA M*J53JQ/OV'O3)UM#;+)!YBR;L,CL&XQU!`%2:?>W>G[I[?\`U3'8ZL,HWL15 MF\6UO;*.\MK803><(7A0_*Y(R"/3TQ65DUH=[E*-3WMKZ?Y-?J9-%=`ZAK75 M(91$IC0,L"#/DD,!C=Z^N,Y[U6ENY+;3+"6!8HY&\P,RQKDX(QVH<;!&NY:) M=;;^5S+AADG?9$A9L$X'H.2:973Q_P"C^(9UMP(TFM3(40<9,>?Y\UD6LDTR MW$S;,JJCSW./*Y[8'4].*'"P0Q#EK;2R_$SZ*Z-A&=5T>7;'(9T42%HQA_FQ MG'K[U769IGU.U=4\B.-V10@&TJW!!ZT<@EB6^G]7L8HQD9!([XJ_J\,$/V,V M\9C66V61@6WQTRQDMR4,X9WD7J2&QMSZ`8XK0:-;W4-/,RB1O[ M/WA,##,-Y`Q34>@IUK-3Z*_X'-T5H/?Q/:RQ2"29F(*&3'R$'M[8XQ5O6[EK M=HH8$BBCFMD:0+&!DD?I^%3RJU[FGM9M4445ZA\&>8:O\` M\A>]_P"N\G_H1JI5O5_^0O>_]=Y/_0C52O,ENS[BE\$?1%JSU*\L3_HMP\8_ MNYROY'BM5/%^I*,,MN_NR'^AK`HIJ<4S8N/$VJ3J5\\1`]?+4 M`_GUK)=VD[+ITJ=/X(I$]O>3VR.D3#8Y!960,#CV(-- MDN992I9L;3E0@"A3[`<"HJ*5V5R1O>VI<;5+YBY-R^77:Q&!N'O_`(U$]Y-) M%%&[*4B.478N!^G_`.NH**=V)4X+9(M2:C=R7"7#3'SD^ZZ@`C\10-2O!([^ M<M4445ZA\&8-QX3L+FYEG>6Y#2N7(#+C).?2H_^$-T[_GM=?\` M?2__`!-%%9^SAV.M8W$)64V'_"&Z=_SVNO\`OI?_`(FC_A#=._Y[77_?2_\` MQ-%%'LH=@^O8C^=A_P`(;IW_`#VNO^^E_P#B:/\`A#=._P">UU_WTO\`\311 M1[*'8/KV(_G8?\(;IW_/:Z_[Z7_XFC_A#=._Y[77_?2__$T44>RAV#Z]B/YV M'_"&Z=_SVNO^^E_^)H_X0W3O^>UU_P!]+_\`$T44>RAV#Z]B/YV'_"&Z=_SV MNO\`OI?_`(FC_A#=._Y[77_?2_\`Q-%%'LH=@^O8C^=A_P`(;IW_`#VNO^^E M_P#B:/\`A#=._P">UU_WTO\`\3111[*'8/KV(_G8?\(;IW_/:Z_[Z7_XFC_A M#=._Y[77_?2__$T44>RAV#Z]B/YV'_"&Z=_SVNO^^E_^)H_X0W3O^>UU_P!] M+_\`$T44>RAV#Z]B/YV'_"&Z=_SVNO\`OI?_`(FC_A#=._Y[77_?2_\`Q-%% 1'LH=@^O8C^=G14445H GRAPHIC 9 ex104x5x1.jpg begin 644 ex104x5x1.jpg M_]C_X``02D9)1@`!`0```0`!``#_VP!#`!`+#`X,"A`.#0X2$1`3&"@:&!86 M&#$C)1TH.C,]/#DS.#=`2%Q.0$17137!D>%QE9V/_ MVP!#`1$2$A@5&"\:&B]C0CA"8V-C8V-C8V-C8V-C8V-C8V-C8V-C8V-C8V-C M8V-C8V-C8V-C8V-C8V-C8V-C8V-C8V/_P``1"``Q`)T#`2(``A$!`Q$!_\0` M'P```04!`0$!`0$```````````$"`P0%!@<("0H+_\0`M1```@$#`P($`P4% M!`0```%]`0(#``01!1(A,4$&$U%A!R)Q%#*!D:$((T*QP152T?`D,V)R@@D* M%A<8&1HE)B7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7& MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0`'P$``P$!`0$! M`0$!`0````````$"`P0%!@<("0H+_\0`M1$``@$"!`0#!`<%!`0``0)W``$" M`Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O`58G+1"A8D-.$E\1<8&1HF M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$ MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4 MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H`#`,!``(1`Q$`/P"A_:NH_P#/ M_=?]_F_QH_M74?\`G_NO^_S?XU4HKS.9]S[CV4/Y5]Q;_M74?^?^Z_[_`#?X MT?VKJ/\`S_W7_?YO\:J`$G`Y)KH+31Q<6%Y8X5=1MY=^/[ZXQC^?YBJCS2V, MJKHTE>27]=3*_M74?^?^Z_[_`#?XT?VKJ/\`S_W7_?YO\:JD%20P((X(/:DJ M>9]S7V5/^5%O^U=1_P"?^Z_[_-_C1_:NH_\`/_=?]_F_QJI11S/N'LH?RK[B MW_:NH_\`/_=?]_F_QH_M74?^?^Z_[_-_C52BCF?5O1F)JWA5[N>6ZMIE620[C$PP,]^?\`ZU@`P/T%8UHP6V MYZ&6U<1.ZJ+W4M&:=M;3W&DP'1YL31Y-Q&C[9"<\'W&*SIQ=7UZ(WB(N%4*P M(P>!R3Z<=:%M"(X9[6ZBW; M$F+SU&?)\P;VXSP*GO&BDTFW@26V65)FS&C'`!`[G^9-3K+$/%<=QY\7DJ58 MR;QC`4#^?:CE5P=:IRW7GT[/3[RA;Z:LNF279N(U975`I/3.>OY5%!I\LQ3# MQHLCE(V=L!V'8?F*N1&)[*^LS/%'(TJR(6;Y6`SW''>DMEMXK>"03PNZ2'>) M7.$&1@JO?/XT66A7M)KFUZZ:>15BTR[E,ZK&`;?_`%@9P"O./7]>E,N;&2VB M24O')&Y(#QMN`(['WK8,L+7VLR+<0E)XV6,EP-Q)![_SK/1D&B*"T987/F&, MN,E<8Z?6AQ00K3;N_+\5_F.TZVF@U"V)G2"4LIV%RK$$C\!GT)IFH6[S:MJ# M#"QQSN7=C@+ECC_]56KH6\VM+?1747D22K(=[89>1D$?Y%2274#MJ4$=S&KR MW'G12?PMR?E)(XX/TIV5K&?/+F4TM;=MM?T,U=,N9)84A"2^?GRV5N&QUZXP M?8TRZL9+5`97BW$X**X++]1VJ[8S2KJ=G]IN8C'%)O/[P;5&1D\<50O\&^G( M96#2,05((()SVJ6E:YO" GRAPHIC 10 ex104x6x1.jpg begin 644 ex104x6x1.jpg M_]C_X``02D9)1@`!`0```0`!``#_VP!#`!`+#`X,"A`.#0X2$1`3&"@:&!86 M&#$C)1TH.C,]/#DS.#=`2%Q.0$17137!D>%QE9V/_ MVP!#`1$2$A@5&"\:&B]C0CA"8V-C8V-C8V-C8V-C8V-C8V-C8V-C8V-C8V-C M8V-C8V-C8V-C8V-C8V-C8V-C8V-C8V/_P``1"``Z`*D#`2(``A$!`Q$!_\0` M'P```04!`0$!`0$```````````$"`P0%!@<("0H+_\0`M1```@$#`P($`P4% M!`0```%]`0(#``01!1(A,4$&$U%A!R)Q%#*!D:$((T*QP152T?`D,V)R@@D* M%A<8&1HE)B7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7& MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0`'P$``P$!`0$! M`0$!`0````````$"`P0%!@<("0H+_\0`M1$``@$"!`0#!`<%!`0``0)W``$" M`Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O`58G+1"A8D-.$E\1<8&1HF M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$ MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4 MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H`#`,!``(1`Q$`/P#L]4U.'2K9 M9[A9&5G"`(`3G!/CSSW.X_X3+3O^>-U_WRO_`,51_P`)EIW_`#QNO^^5_P#B MJX>BL_;S.W^RL/V?WGFZTT*.68:2NK_>=Q_PF6G?\\;K_`+Y7_P"*H_X3+3O^ M>-U_WRO_`,57#T4O;S'_`&5A^S^\[C_A,M._YXW7_?*__%4?\)EIW_/&Z_[Y M7_XJN'HH]O,/[*P_9_>=Q_PF6G?\\;K_`+Y7_P"*H_X3+3O^>-U_WRO_`,57 M#T4>WF']E8?L_O.X_P"$RT[_`)XW7_?*_P#Q5'_"9:=_SQNO^^5_^*KAZ*/; MS#^RL/V?WGWF']E8? ML_O.X_X3+3O^>-U_WRO_`,51_P`)EIW_`#QNO^^5_P#BJX>BCV\P_LK#]G]Y MW'_"9:=_SQNO^^5_^*H_X3+3O^>-U_WRO_Q58?V5A^S^\]-TO4X=5M MFGMUD55NX\;_\@B+_`*[C_P!!:N'KDK_&?0Y5_NZ]6%:& MB003ZG%'=<1/N7)Z;BIQ^M7?">G6U_>R&Y`<1*&$9_B]_H/ZUU^HZ9!?Z>;0 MJ(U'*%1C8>Q`ITZ3DN8G&8^%.?L=?-]KG.B!KBSDT2_3;=VZEK63LX'I_G]1 M7+$%20P(([&N_P!)@FNH83J"G[583,@?^^-OKW'(_*KFJ:=:W]LZW**,*<2X MY3WS5NES*Z.6GCU0J.$E=/>W?NO)[GF@!8@`9)X%7WL((;H6MQ=,DV0K;8]R M*3V)R/Y504D,"NM*<;-;=;; M_B8LB[)&3.=I(S3:T8K8V[W<9A$DT,FSS'QY:X)!SGC)QQ^-7FM+1?$:0FW1 MH98PVP,<*2F>/Q]:?(V)XB,;]=+_`'6_S,"E*L%#$$!NAQUK4A$-[IEX3;11 MO;*KQL@(.,X(//-2:M![=(HS;ED#D>:&"YW>N#[\8J!1;PZ%!=BUB:;SVC)?)!X!SC/\`]:GR M"^L*]DOZ9D5>TRT@NENO-:0/%`\B!0,$@=S5PV$-SJD`6/9'+;BX>-/7:20/ M3)'ZTFDW/F_;E\F%1]DE(*I@K\O3/?\`'--1L]2:E;F@^7?0QJ*U7AAL[2T< ME-\Z>8S/'O!Y(VCTZ?7FI[6/3IY-0DCM]\<4/FH&)&",9'TSGWQ2Y"GB$E>S MM_P;&'14MS.+B3>(8XN,;8Q@5%4'0KM:G<>"/^01+_UW/_H*UT5<[X(_Y!$O M_7<_^@K715Z%+X$?'X[_`'B?J<[XW_Y!$7_7K);:YFM)A-;R-'(.C*:W;?QC>QKB>&*;'\7W2?Z?I7. MT5G&LNBFZDWNS.G@L/3=XQU^_\`,56*L&'4'(JY)J)DF,_V6W6_:WBGB2&(I/PX.[IZ#FD^WRFT6V=8W5,A&=`60'J`:JT M478_9PO>QH?VQ<"8S".#S2A1G\OEAC'-0O?.]BMF8HQ&K;P0#G=W/6JM%',Q M*C!;(NMJ<_GP3Q!(98%"HR9Z#MR32IJLLO_P"JJ-%' M,P]C#L6EOY?($$J1S1*245U^YGK@C!'TIUOJ#VXG"0PD3KL<$'[OH,&J=%', MQNE!Z6"BBBD:'<>"/^01+_UW/_H*UT5<[X(_Y!$O_7<_^@K715Z%+X$?'8[_ M`'B?J97B+3)M5L$@MVC5EE#DN2!C!'8'UKG/^$-U'_GM:_\`?3?_`!-=Q11* ME&3NRJ&.K4(P@']JXC MNON.'_X0W4?^>UK_`-]-_P#$T?\`"&ZC_P`]K7_OIO\`XFNXHH]A`/[5Q'=? M<UK_WTW_Q-=Q11["`?VKB.Z^XX?_A# M=1_Y[6O_`'TW_P`31_PANH_\]K7_`+Z;_P")KN**/80#^U<1W7W'#_\`"&ZC M_P`]K7_OIO\`XFC_`(0W4?\`GM:_]]-_\37<44>P@']JXCNON.'_`.$-U'_G MM:_]]-_\31_PANH_\]K7_OIO_B:[BBCV$`_M7$=U]QP__"&ZC_SVM?\`OIO_ M`(FC_A#=1_Y[6O\`WTW_`,37<44>P@']JXCNON.'_P"$-U'_`)[6O_?3?_$T M?\(;J/\`SVM?^^F_^)KN**/80#^U<1W7W&5X=TR;2K!X+AHV9I2X*$D8P!W` 3]*U:**U225D<%2I*I-SENS__V3\_ ` end GRAPHIC 11 ex104x7x1.jpg begin 644 ex104x7x1.jpg M_]C_X``02D9)1@`!`0```0`!``#_VP!#`!`+#`X,"A`.#0X2$1`3&"@:&!86 M&#$C)1TH.C,]/#DS.#=`2%Q.0$17137!D>%QE9V/_ MVP!#`1$2$A@5&"\:&B]C0CA"8V-C8V-C8V-C8V-C8V-C8V-C8V-C8V-C8V-C M8V-C8V-C8V-C8V-C8V-C8V-C8V-C8V/_P``1"``Q`)T#`2(``A$!`Q$!_\0` M'P```04!`0$!`0$```````````$"`P0%!@<("0H+_\0`M1```@$#`P($`P4% M!`0```%]`0(#``01!1(A,4$&$U%A!R)Q%#*!D:$((T*QP152T?`D,V)R@@D* M%A<8&1HE)B7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7& MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0`'P$``P$!`0$! M`0$!`0````````$"`P0%!@<("0H+_\0`M1$``@$"!`0#!`<%!`0``0)W``$" M`Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O`58G+1"A8D-.$E\1<8&1HF M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$ MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4 MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H`#`,!``(1`Q$`/P"A_:NH_P#/ M_=?]_F_QH_M74?\`G_NO^_S?XU4HKS.9]S[CV4/Y5]Q;_M74?^?^Z_[_`#?X MT?VKJ/\`S_W7_?YO\:J`$G`Y)KH+31Q<6%Y8X5=1MY=^/[ZXQC^?YBJCS2V, MJKHTE>27]=3*_M74?^?^Z_[_`#?XT?VKJ/\`S_W7_?YO\:JD%20P((X(/:DJ M>9]S7V5/^5%O^U=1_P"?^Z_[_-_C1_:NH_\`/_=?]_F_QJI11S/N'LH?RK[B MW_:NH_\`/_=?]_F_QH_M74?^?^Z_[_-_C52BCF?5O1F)JWA5[N>6ZMIE620[C$PP,]^?\`ZU@`P/T%8UHP6V MYZ&6U<1.ZJ+W4M&:=M;3W&DP'1YL31Y-Q&C[9"<\'W&*SIQ=7UZ(WB(N%4*P M(P>!R3Z<=:%M"(X9[6ZBW; M$F+SU&?)\P;VXSP*GO&BDTFW@26V65)FS&C'`!`[G^9-3K+$/%<=QY\7DJ58 MR;QC`4#^?:CE5P=:IRW7GT[/3[RA;Z:LNF279N(U975`I/3.>OY5%!I\LQ3# MQHLCE(V=L!V'8?F*N1&)[*^LS/%'(TJR(6;Y6`SW''>DMEMXK>"03PNZ2'>) M7.$&1@JO?/XT66A7M)KFUZZ:>15BTR[E,ZK&`;?_`%@9P"O./7]>E,N;&2VB M24O')&Y(#QMN`(['WK8,L+7VLR+<0E)XV6,EP-Q)![_SK/1D&B*"T987/F&, MN,E<8Z?6AQ00K3;N_+\5_F.TZVF@U"V)G2"4LIV%RK$$C\!GT)IFH6[S:MJ# M#"QQSN7=C@+ECC_]56KH6\VM+?1747D22K(=[89>1D$?Y%2274#MJ4$=S&KR MW'G12?PMR?E)(XX/TIV5K&?/+F4TM;=MM?T,U=,N9)84A"2^?GRV5N&QUZXP M?8TRZL9+5`97BW$X**X++]1VJ[8S2KJ=G]IN8C'%)O/[P;5&1D\<50O\&^G( M96#2,05((()SVJ6E:YO" GRAPHIC 12 ex104x8x1.jpg begin 644 ex104x8x1.jpg M_]C_X``02D9)1@`!`0```0`!``#_VP!#`!`+#`X,"A`.#0X2$1`3&"@:&!86 M&#$C)1TH.C,]/#DS.#=`2%Q.0$17137!D>%QE9V/_ MVP!#`1$2$A@5&"\:&B]C0CA"8V-C8V-C8V-C8V-C8V-C8V-C8V-C8V-C8V-C M8V-C8V-C8V-C8V-C8V-C8V-C8V-C8V/_P``1"``Q`)T#`2(``A$!`Q$!_\0` M'P```04!`0$!`0$```````````$"`P0%!@<("0H+_\0`M1```@$#`P($`P4% M!`0```%]`0(#``01!1(A,4$&$U%A!R)Q%#*!D:$((T*QP152T?`D,V)R@@D* M%A<8&1HE)B7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7& MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0`'P$``P$!`0$! M`0$!`0````````$"`P0%!@<("0H+_\0`M1$``@$"!`0#!`<%!`0``0)W``$" M`Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O`58G+1"A8D-.$E\1<8&1HF M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$ MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4 MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H`#`,!``(1`Q$`/P"A_:NH_P#/ M_=?]_F_QH_M74?\`G_NO^_S?XU4HKS.9]S[CV4/Y5]Q;_M74?^?^Z_[_`#?X MT?VKJ/\`S_W7_?YO\:J`$G`Y)KH+31Q<6%Y8X5=1MY=^/[ZXQC^?YBJCS2V, MJKHTE>27]=3*_M74?^?^Z_[_`#?XT?VKJ/\`S_W7_?YO\:JD%20P((X(/:DJ M>9]S7V5/^5%O^U=1_P"?^Z_[_-_C1_:NH_\`/_=?]_F_QJI11S/N'LH?RK[B MW_:NH_\`/_=?]_F_QH_M74?^?^Z_[_-_C52BCF?5O1F)JWA5[N>6ZMIE620[C$PP,]^?\`ZU@`P/T%8UHP6V MYZ&6U<1.ZJ+W4M&:=M;3W&DP'1YL31Y-Q&C[9"<\'W&*SIQ=7UZ(WB(N%4*P M(P>!R3Z<=:%M"(X9[6ZBW; M$F+SU&?)\P;VXSP*GO&BDTFW@26V65)FS&C'`!`[G^9-3K+$/%<=QY\7DJ58 MR;QC`4#^?:CE5P=:IRW7GT[/3[RA;Z:LNF279N(U975`I/3.>OY5%!I\LQ3# MQHLCE(V=L!V'8?F*N1&)[*^LS/%'(TJR(6;Y6`SW''>DMEMXK>"03PNZ2'>) M7.$&1@JO?/XT66A7M)KFUZZ:>15BTR[E,ZK&`;?_`%@9P"O./7]>E,N;&2VB M24O')&Y(#QMN`(['WK8,L+7VLR+<0E)XV6,EP-Q)![_SK/1D&B*"T987/F&, MN,E<8Z?6AQ00K3;N_+\5_F.TZVF@U"V)G2"4LIV%RK$$C\!GT)IFH6[S:MJ# M#"QQSN7=C@+ECC_]56KH6\VM+?1747D22K(=[89>1D$?Y%2274#MJ4$=S&KR MW'G12?PMR?E)(XX/TIV5K&?/+F4TM;=MM?T,U=,N9)84A"2^?GRV5N&QUZXP M?8TRZL9+5`97BW$X**X++]1VJ[8S2KJ=G]IN8C'%)O/[P;5&1D\<50O\&^G( M96#2,05((()SVJ6E:YO" GRAPHIC 13 ex104x9x1.jpg begin 644 ex104x9x1.jpg M_]C_X``02D9)1@`!`0```0`!``#_VP!#`!`+#`X,"A`.#0X2$1`3&"@:&!86 M&#$C)1TH.C,]/#DS.#=`2%Q.0$17137!D>%QE9V/_ MVP!#`1$2$A@5&"\:&B]C0CA"8V-C8V-C8V-C8V-C8V-C8V-C8V-C8V-C8V-C M8V-C8V-C8V-C8V-C8V-C8V-C8V-C8V/_P``1"``Q`)T#`2(``A$!`Q$!_\0` M'P```04!`0$!`0$```````````$"`P0%!@<("0H+_\0`M1```@$#`P($`P4% M!`0```%]`0(#``01!1(A,4$&$U%A!R)Q%#*!D:$((T*QP152T?`D,V)R@@D* M%A<8&1HE)B7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7& MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0`'P$``P$!`0$! M`0$!`0````````$"`P0%!@<("0H+_\0`M1$``@$"!`0#!`<%!`0``0)W``$" M`Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O`58G+1"A8D-.$E\1<8&1HF M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$ MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4 MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H`#`,!``(1`Q$`/P"A_:NH_P#/ M_=?]_F_QH_M74?\`G_NO^_S?XU4HKS.9]S[CV4/Y5]Q;_M74?^?^Z_[_`#?X MT?VKJ/\`S_W7_?YO\:J`$G`Y)KH+31Q<6%Y8X5=1MY=^/[ZXQC^?YBJCS2V, MJKHTE>27]=3*_M74?^?^Z_[_`#?XT?VKJ/\`S_W7_?YO\:JD%20P((X(/:DJ M>9]S7V5/^5%O^U=1_P"?^Z_[_-_C1_:NH_\`/_=?]_F_QJI11S/N'LH?RK[B MW_:NH_\`/_=?]_F_QH_M74?^?^Z_[_-_C52BCF?5O1F)JWA5[N>6ZMIE620[C$PP,]^?\`ZU@`P/T%8UHP6V MYZ&6U<1.ZJ+W4M&:=M;3W&DP'1YL31Y-Q&C[9"<\'W&*SIQ=7UZ(WB(N%4*P M(P>!R3Z<=:%M"(X9[6ZBW; M$F+SU&?)\P;VXSP*GO&BDTFW@26V65)FS&C'`!`[G^9-3K+$/%<=QY\7DJ58 MR;QC`4#^?:CE5P=:IRW7GT[/3[RA;Z:LNF279N(U975`I/3.>OY5%!I\LQ3# MQHLCE(V=L!V'8?F*N1&)[*^LS/%'(TJR(6;Y6`SW''>DMEMXK>"03PNZ2'>) M7.$&1@JO?/XT66A7M)KFUZZ:>15BTR[E,ZK&`;?_`%@9P"O./7]>E,N;&2VB M24O')&Y(#QMN`(['WK8,L+7VLR+<0E)XV6,EP-Q)![_SK/1D&B*"T987/F&, MN,E<8Z?6AQ00K3;N_+\5_F.TZVF@U"V)G2"4LIV%RK$$C\!GT)IFH6[S:MJ# M#"QQSN7=C@+ECC_]56KH6\VM+?1747D22K(=[89>1D$?Y%2274#MJ4$=S&KR MW'G12?PMR?E)(XX/TIV5K&?/+F4TM;=MM?T,U=,N9)84A"2^?GRV5N&QUZXP M?8TRZL9+5`97BW$X**X++]1VJ[8S2KJ=G]IN8C'%)O/[P;5&1D\<50O\&^G( M96#2,05((()SVJ6E:YO" GRAPHIC 14 ex104x10x1.jpg begin 644 ex104x10x1.jpg M_]C_X``02D9)1@`!`0```0`!``#_VP!#`!`+#`X,"A`.#0X2$1`3&"@:&!86 M&#$C)1TH.C,]/#DS.#=`2%Q.0$17137!D>%QE9V/_ MVP!#`1$2$A@5&"\:&B]C0CA"8V-C8V-C8V-C8V-C8V-C8V-C8V-C8V-C8V-C M8V-C8V-C8V-C8V-C8V-C8V-C8V-C8V/_P``1"``Q`)T#`2(``A$!`Q$!_\0` M'P```04!`0$!`0$```````````$"`P0%!@<("0H+_\0`M1```@$#`P($`P4% M!`0```%]`0(#``01!1(A,4$&$U%A!R)Q%#*!D:$((T*QP152T?`D,V)R@@D* M%A<8&1HE)B7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7& MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0`'P$``P$!`0$! M`0$!`0````````$"`P0%!@<("0H+_\0`M1$``@$"!`0#!`<%!`0``0)W``$" M`Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O`58G+1"A8D-.$E\1<8&1HF M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$ MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4 MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H`#`,!``(1`Q$`/P"A_:NH_P#/ M_=?]_F_QH_M74?\`G_NO^_S?XU4HKS.9]S[CV4/Y5]Q;_M74?^?^Z_[_`#?X MT?VKJ/\`S_W7_?YO\:J`$G`Y)KH+31Q<6%Y8X5=1MY=^/[ZXQC^?YBJCS2V, MJKHTE>27]=3*_M74?^?^Z_[_`#?XT?VKJ/\`S_W7_?YO\:JD%20P((X(/:DJ M>9]S7V5/^5%O^U=1_P"?^Z_[_-_C1_:NH_\`/_=?]_F_QJI11S/N'LH?RK[B MW_:NH_\`/_=?]_F_QH_M74?^?^Z_[_-_C52BCF?5O1F)JWA5[N>6ZMIE620[C$PP,]^?\`ZU@`P/T%8UHP6V MYZ&6U<1.ZJ+W4M&:=M;3W&DP'1YL31Y-Q&C[9"<\'W&*SIQ=7UZ(WB(N%4*P M(P>!R3Z<=:%M"(X9[6ZBW; M$F+SU&?)\P;VXSP*GO&BDTFW@26V65)FS&C'`!`[G^9-3K+$/%<=QY\7DJ58 MR;QC`4#^?:CE5P=:IRW7GT[/3[RA;Z:LNF279N(U975`I/3.>OY5%!I\LQ3# MQHLCE(V=L!V'8?F*N1&)[*^LS/%'(TJR(6;Y6`SW''>DMEMXK>"03PNZ2'>) M7.$&1@JO?/XT66A7M)KFUZZ:>15BTR[E,ZK&`;?_`%@9P"O./7]>E,N;&2VB M24O')&Y(#QMN`(['WK8,L+7VLR+<0E)XV6,EP-Q)![_SK/1D&B*"T987/F&, MN,E<8Z?6AQ00K3;N_+\5_F.TZVF@U"V)G2"4LIV%RK$$C\!GT)IFH6[S:MJ# M#"QQSN7=C@+ECC_]56KH6\VM+?1747D22K(=[89>1D$?Y%2274#MJ4$=S&KR MW'G12?PMR?E)(XX/TIV5K&?/+F4TM;=MM?T,U=,N9)84A"2^?GRV5N&QUZXP M?8TRZL9+5`97BW$X**X++]1VJ[8S2KJ=G]IN8C'%)O/[P;5&1D\<50O\&^G( M96#2,05((()SVJ6E:YO" EX-10.4 15 mawithconfirm2.htm EXHIBIT 10.4 mawithconfirm2.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

(Multicurrency-Cross Border)

EXHIBIT 10.4

	ISDA_®
International Swaps and Derivatives Association, Inc.
	MASTER AGREEMENT
	dated as of
BANCO SANTANDER	and	SACYR VALLEHERMOSO
CENTRAL HISPANO, S.A.		PARTICIPACIONES
		MOBILIARIAS, S.L.U.

have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties confirming those Transactions.

Accordingly, the parties agree as follows:-

1. Interpretation

(a)	*Definitions*. The terms defined in Section 14 and in the Schedule will have the meanings therein specified for the purpose of this Master Agreement.

(b)	*Inconsistency*. In the event of any inconsistency between the provisions of the Schedule and the other provisions of this Master Agreement, the Schedule will prevail. In the event of any inconsistency between the provisions of any Confirmation and this Master Agreement (including the Schedule), such Confirmation will prevail for the purpose of the relevant Transaction.

(c)	*Single Agreement*. All Transactions are entered into in reliance on the fact that this Master Agreement and all Confirmations form a single agreement between the parties (collectively referred to as this “Agreement”), and the parties would not otherwise enter into any Transactions.

2. Obligations

(a)	*General Conditions*

	(i)	Each party will make each payment or delivery specified in each Confirmation to be made by it, subject to the other provisions of this Agreement.

	(ii)	Payments under this Agreement will be made on the due date for value on that date in the place of the account specified in the relevant Confirmation or otherwise pursuant to this Agreement, in freely transferable funds and in the manner customary for payments in the required currency. Where settlement is by delivery

-1-

		(that is, other than by payment), such delivery will be made for receipt on the due date in the manner customary for the relevant obligation unless otherwise specified in the relevant Confirmation or elsewhere in this Agreement.

	(iii)	Each obligation of each party under Section 2(a)(i) is subject to (1) the condition precedent that no Event of Default or Potential Event of Default with respect to the other party has occurred or is continuing, (2) the condition precedent that no Early Termination Date in respect of the relevant Transaction has occurred or been effectively designated and (3) each other applicable condition precedent specified in this Agreement.

(b)	*Change of Account*. Either party may change its account for receiving a payment or delivery by giving notice to the other party at least five Local Business Days prior to the scheduled date for the payment or delivery to which such change applies unless such other party gives timely notice of a reasonable objection to such change.

(c)	*Netting*. If on any date amounts would otherwise be payable:-

	(i)	in the same currency; and

	(ii)	in respect of the same Transaction,

by each party to the other, then, on such date, each party’s obligation to make payment of any such amount will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable by one party exceeds the aggregate amount that would otherwise have been payable by the other party, replaced by an obligation upon the party by whom the larger aggregate amount would have been payable to pay to the other party the excess of the larger aggregate amount over the smaller aggregate amount.

The parties may elect in respect of two or more Transactions that a net amount will be determined in respect of all amounts payable on the same date in the same currency in respect of such Transactions, regardless of whether such amounts are payable in respect of the same Transaction. The election may be made in the Schedule or a Confirmation by specifying that subparagraph (ii) above will not apply to the Transactions identified as being subject to the election, together with the starting date (in which case subparagraph (ii) above will not, or will cease to, apply to such Transactions from such date). This election may be made separately for different groups of Transactions and will apply separately to each pairing of Offices through which the parties make and receive payments or deliveries.

(d)	*Deduction or Withholding for Tax*

	(i)	*Gross-Up*. All payments under this Agreement will be made without any deduction or withholding for or on account of any Tax unless such deduction or withholding is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, then in effect. If a party is so required to deduct or withhold, then that party (“X”) will:-

		(1) promptly notify the other party (“Y”) of such requirement;

-2-

	(2)	pay to the relevant authorities the full amount required to be deducted or withheld (including the full amount required to be deducted or withheld from any additional amount paid by X to Y under this Section 2(d)) promptly upon the earlier of determining that such deduction or withholding is required or receiving notice that such amount has been assessed against Y;

	(3)	promptly forward to Y an official receipt (or a certified copy), or other documentation reasonably acceptable to Y, evidencing such payment to such authorities; and

	(4)	if such Tax is an Indemnifiable Tax, pay to Y, in addition to the payment to which Y is otherwise entitled under this Agreement, such additional amount as is necessary to ensure that the net amount actually received by Y (free and clear of Indemnifiable Taxes, whether assessed against X or Y) will equal the full amount Y would have received had no such deduction or withholding been required. However, X will not be required to pay any additional amount to Y to the extent that it would not be required to be paid but for:-

		(A)	the failure by Y to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d); or

		(B)	the failure of a representation made by Y pursuant to Section 3(f) to be accurate and true unless such failure would not have occurred but for (I) any action taken by a taxing authority, or brought in a court of competent jurisdiction, on or after the date on which a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (II) a Change in Tax Law.

(ii)	*Liability*. If:-

	(1)	X is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, to make any deduction or withholding in respect of which X would not be required to pay an additional amount to Y under Section 2(d)(i)(4);

	(2)	X does not so deduct or withhold; and

	(3)	a liability resulting from such Tax is assessed directly against X,

then, except to the extent Y has satisfied or then satisfies the liability resulting from such Tax, Y will promptly pay to X the amount of such liability (including any related liability for interest, but including any related liability for penalties only if Y has failed to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d)).

(e)	*Default Interest; Other Amounts*. Prior to the occurrence or effective designation of an Early Termination Date in respect of the relevant Transaction, a party that defaults in the performance of any payment obligation will, to the extent permitted by law and subject to Section 6(c), be required to pay interest (before as well as after judgment) on the overdue

-3-

amount to the other party on demand in the same currency as such overdue amount, for the period from (and including) the original due date for payment to (but excluding) the date of actual payment, at the Default Rate. Such interest will be calculated on the basis of daily compounding and the actual number of days elapsed. If, prior to the occurrence or effective designation of an Early Termination Date in respect of the relevant Transaction, a party defaults in the performance of any obligation required to be settled by delivery, it will compensate the other party on demand if and to the extent provided for in the relevant Confirmation or elsewhere in this Agreement.

3. Representations

Each party represents to the other party (which representations will be deemed to be repeated by each party on each date on which a Transaction is entered into and, in the case of the representations in Section 3(f), at all times until the termination of this Agreement) that:-

(a)	*Basic Representations*.

	(i)	*Status*. It is duly organised and validly existing under the laws of the jurisdiction of its organisation or incorporation and, if relevant under such laws, in good standing;

	(ii)	*Powers*. It has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this Agreement and any other documentation relating to this Agreement that it is required by this Agreement to deliver and to perform its obligations under this Agreement and any obligations it has under any Credit Support Document to which it is a party and has taken all necessary action to authorize such execution, delivery and performance;

	(iii)	*No Violation or Conflict*. Such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets;

	(iv)	*Consents*. All governmental and other consents that are required to have been obtained by it with respect to this Agreement or any Credit Support Document to which it is a party have been obtained and are in full force and effect and all conditions of any such consents have been complied with; and

	(v)	*Obligations Binding*. Its obligations under this Agreement and any Credit Support Document to which it is a party constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).

(b)	*Absence of Certain Events*. No Event of Default or Potential Event of Default or, to its knowledge, Termination Event with respect to it has occurred and is continuing and no

-4-

	such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement or any Credit Support Document to which it is a party.

(c)	*Absence of Litigation*. There is no pending or, to its knowledge, threatened against it or any of its Affiliates any action, suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency or official or any arbitrator that is likely to affect the legality, validity or enforceability against it of this Agreement or any Credit Support Document to which it is a party or its ability to perform its obligations under this Agreement or such Credit Support Document.

(d)	*Accuracy of Specified Information*. All applicable information that is furnished in writing by or on behalf of it to the other party and is identified for the purpose of this Section 3(d) in the Schedule is, as of the date of the information, true, accurate and complete in every material respect.

(e)	*Payer Tax Representation*. Each representation specified in the Schedule as being made by it for the purpose of this Section 3(e) is accurate and true.

(f)	*Payee Tax Representations*. Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.

4. Agreements

Each party agrees with the other that, so long as either party has or may have any obligation under this Agreement or under any Credit Support Document to which it is a party:-

(a)	*Furnish Specified Information*. It will deliver to the other party or, in certain cases under subparagraph (iii) below, to such government or taxing authority as the other party reasonably directs:-

	(i)	any forms, documents or certificates relating to taxation specified in the Schedule or any Confirmation;

	(ii)	any other documents specified in the Schedule or any Confirmation; and

	(iii)	upon reasonable demand by such other party, any form or document that may be required or reasonably requested in writing in order to allow such other party or its Credit Support Provider to make a payment under this Agreement or any applicable Credit Support Document without any deduction or withholding for or on account of any Tax or with such deduction or withholding at a reduced rate (so long as the completion, execution or submission of such form or document would not materially prejudice the legal or commercial position of the party in receipt of such demand), with any such form or document to be accurate and completed in a manner reasonably satisfactory to such other party and to be executed and to be delivered with any reasonably required certification,

in each case by the date specified in the Schedule or such Confirmation or, if none is specified, as soon as reasonably practicable.

-5-

(b)	*Maintain Authorisations*. It will use all reasonable efforts to maintain in full force and effect all consents of any governmental or other authority that are required to be obtained by it with respect to this Agreement or any Credit Support Document to which it is a party and will use all reasonable efforts to obtain any that may become necessary in the future.

(c)	*Comply with Laws*. It will comply in all material respects with all applicable laws and orders to which it may be subject if failure so to comply would materially impair its ability to perform its obligations under this Agreement or any Credit Support Document to which it is a party.

(d)	*Tax Agreement*. It will give notice of any failure of a representation made by it under Section 3(f) to be accurate and true promptly upon learning of such failure.

(e)	*Payment of Stamp Tax*. Subject to Section 11, it will pay any Stamp Tax levied or imposed upon it or in respect of its execution or performance of this Agreement by a jurisdiction in which it is incorporated, organised, managed and controlled, or considered to have its seat, or in which a branch or office through which it is acting for the purpose of this Agreement is located (“Stamp Tax Jurisdiction”) and will indemnify the other party against any Stamp Tax levied or imposed upon the other party or in respect of the other party’s execution or performance of this Agreement by any such Stamp Tax Jurisdiction which is not also a Stamp Tax Jurisdiction with respect to the other party.

5. Events of Default and Termination Events

(a)	*Events of Default*. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any of the following events constitutes an event of default (an “Event of Default”) with respect to such party:-

	(i)	*Failure to Pay or Deliver*. Failure by the party to make, when due, any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) required to be made by it if such failure is not remedied on or before the third Local Business Day after notice of such failure is given to the party;

	(ii)	*Breach of Agreement*. Failure by the party to comply with or perform any agreement or obligation (other than an obligation to make any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) or to give notice of a Termination Event or any agreement or obligation under Section 4(a)(i), 4(a)(ii) or 4(d) to be complied with or performed by the party in accordance with this Agreement if such failure is not remedied on or before the thirtieth day after notice of such failure is given to the party;

	(iii)	*Credit Support Default*

		(1)	Failure by the party or any Credit Support Provider of such party to comply with or perform any agreement or obligation to be complied with or performed by it

-6-

	in accordance with any Credit Support Document if such failure is continuing after any applicable grace period has elapsed;

	(2)	the expiration or termination of such Credit Support Document or the failing or ceasing of such Credit Support Document to be in full force and effect for the purpose of this Agreement (in either case other than in accordance with its terms) prior to the satisfaction of all obligations of such party under each Transaction to which such Credit Support Document relates without the written consent of the other party; or

	(3)	the party or such Credit Support Provider disaffirms, disclaims, repudiates or rejects, in whole or in part, or challenges the validity of, such Credit Support Document;

(iv)	*Misrepresentation*. A representation (other than a representation under Section 3(e) or (f)) made or repeated or deemed to have been made or repeated by the party or any Credit Support Provider of such party in this Agreement or any Credit Support Document proves to have been incorrect or misleading in any material respect when made or repeated or deemed to have been made or repeated;

(v)	*Default under Specified Transaction*. The party, any Credit Support Provider of such party or any applicable Specified Entity of such party (1) defaults under a Specified Transaction and, after giving effect to any applicable notice requirement or grace period, there occurs a liquidation of, an acceleration of obligations under, or an early termination of, that Specified Transaction, (2) defaults, after giving effect to any applicable notice requirement or grace period, in making any payment or delivery due on the last payment, delivery or exchange date of, or any payment on early termination of, a Specified Transaction (or such default continues for at least three Local Business Days if there is no applicable notice requirement or grace period) or (3) disaffirms, disclaims, repudiates or rejects, in whole or in part, a Specified Transaction (or such action is taken by any person or entity appointed or empowered to operate it or act on its behalf);

(vi)	*Cross Default*. If “Cross Default” is specified in the Schedule as applying to the party, the occurrence or existence of (1) a default, event of default or other similar condition or event (however described) in respect to such party, any Credit Support Provider of such party or any applicable Specified Entity of such party under one or more agreements or instruments relating to Specified Indebtedness of any of them (individually or collectively) in an aggregate amount of not less than the applicable Threshold Amount (as specified in the Schedule) which has resulted in such Specified Indebtedness becoming, or becoming capable at such time of being declared, due and payable under such agreements or instruments, before it would otherwise have been due and payable or (2) a default by such party, such Credit Support Provider or such Specified Entity (individually or collectively) in making one or more payments on the due date thereof in an aggregate amount of not less than the applicable Threshold Amount under such agreements or instruments (after giving effect to any applicable notice requirement or grace period);

-7-

	(vii)	*Bankruptcy*. The party, any Credit Support Provider of such party or any applicable Specified Entity of such party:-

		(1)	is dissolved (other than pursuant to a consolidation, amalgamation or merger); (2) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due; (3) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (4) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting cred itors’ rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition (A) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (B) is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof; (5) has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (6) seeks or become subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets; (7) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter; (8) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (1) to (7) (inclusive); or (9) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts; or





	(viii)	*Merger Without Assumption*. The party or any Credit Support Provider of such party consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, another entity and, at the time of such consolidation, amalgamation, merger or transfer:-

		(1)	the resulting, surviving or transferee entity fails to assume all the obligations of such party or such Credit Support Provider under this Agreement or any Credit Support Document to which it or its predecessor was a party by operation of law or pursuant to an agreement reasonably satisfactory to the other party to this Agreement; or

		(2)	the benefits of any Credit Support Document fail to extend (without the consent of the other party) to the performance by such resulting, surviving or transferee entity of its obligations under this Agreement.

(b)	*Termination Events*. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any

-8-

event specified below constitutes an Illegality if the event is specified in (i) below, a Tax Event if the event is specified in (ii) below or a Tax Event Upon Merger if the event is specified in (iii) below, and, if specified to be applicable, a Credit Event Upon Merger if the event is specified pursuant to (iv) below or an Additional Termination Event if the event is specified pursuant to (v) below:-

(i)	*Illegality*. Due to the adoption of, or any change in, any applicable law after the date on which a Transaction is entered into, or due to the promulgation of, or any change in, the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law after such date, it becomes unlawful (other than as a result of a breach by the party of Section 4(b)) for such party (which will be the Affected Party);-

	(1)	to perform any absolute or contingent obligation to make a payment or delivery or to receive a payment or delivery in respect of such Transactions or to comply with any other material provision of this Agreement relating to such Transaction; or

	(2)	to perform, or for any Credit Support Provider of such party to perform, any contingent or other obligation which the party (or such Credit Support Provider) has under any Credit Support Document relating to such Transaction;

(ii)	*Tax Event*. Due to (x) any action taken by a taxing authority, or brought in a court of competent jurisdiction, on or after the date on which a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (y) a Change in Tax Law, the party (which will be the Affected Party) will, or there is a substantial likelihood that it will, on the next succeeding Scheduled Payment Date (1) be required to pay to the other party an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount is required to be deducted or withheld for or on account of a Tax (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) and no additional amoun t is required to be paid in respect of such Tax under Section 2(d)(i)(4) (other than by reason of Section 2(d)(i)(4)(A) or (B));

(iii)	*Tax Event Upon Merger*. The party (the “Burdened Party”) on the next succeeding Scheduled Payment Date will either (1) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount has been deducted or withheld for or on account of any Indemnifiable Tax in respect of which the other party is not required to pay an additional amount (other than by reason of Section 2(d)(i)(4)(A) or (B)); in either case as a result of a party consolidating or amalgamating with, or merging with or into, or transferring all or substantially all its assets to, another entity (which will be the Affected Party) where such action does not constitute an event described in Section 5(a)(viii);

-9-

	(iv)	*Credit Event Upon Merger*. If “Credit Event Upon Merger” is specified in the Schedule as applying to the party, such party (“X”), any Credit Support Provider of X or any applicable Specified Entity of X consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, another entity and such action does not constitute an event described in Section 5(a)(viii) but the creditworthiness of the resulting, surviving or transferee entity is materially weaker than that of X, such Credit Support Provider or such Specified Entity, as the case may be, immediately prior to such action (and, in such event, X or its successor or transferee, as appropriate, will be the Affected Party); or

	(v)	*Additional Termination Event*. If any “Additional Termination Event” is specified in the Schedule or any Confirmation as applying, the occurrence of such event (and, in such event, the Affected Party or Affected Parties shall be as specified for such Additional Termination Event in the Schedule or such Confirmation).

(c)	*Event of Default and Illegality*. If an event or circumstance which would otherwise constitute or give rise to an Event of Default also constitutes an Illegality, it will be treated as an Illegality and will not constitute an Event of Default.

6. Early Termination

(a)	*Right to Terminate Following Event of Default*. If at any time an Event of Default with respect to a party (the “Defaulting Party”) has occurred and is then continuing, the other party (the “Non-defaulting Party”) may, by not more than 20 days notice to the Defaulting Party specifying the relevant Event of Default, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all outstanding Transactions. If, however, “Automatic Early Termination” is specified in the Schedule as applying to a party, then an Early Termination Date in respect of all outstanding Transactions will occur immediately upon the occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(1), (3), (5), (6) or, to the event analogous thereto, (8), and as of the time immediately proceeding the institution of the relevant proceeding or the presentation of the relevant petition upon the occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8).

(b)	*Right to Terminate Following Termination Event*.

	(i)	*Notice*. If a Termination Event occurs, an Affected Party will, promptly upon becoming aware of it, notify the other party, specifying the nature of that Termination Event and each Affected Transaction and will also give such other information about that Termination Event as the other party may reasonably require.

	(ii)	*Transfer to Avoid Termination Event*. If either an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there is only one Affected Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party, the Affected Party will, as a condition to its right to designate an Early Termination Date under Section 6(b)(iv), use all reasonable efforts (which will not require such party to incur a loss,

-10-

		excluding immaterial, incidental expenses) to transfer within 20 days after it gives notice under Section 6(b)(1) all its rights and obligations under this Agreement in respect of the Affected Transactions to another of its Offices or Affiliates so that such Termination Event ceases to exist.

		If the Affected Party is not able to make such a transfer it will give notice to the other party to that effect within such 20 day period, whereupon the other party may effect such a transfer within 30 days after the notice is given under Section 6(b)(i).

		Any such transfer by a party under this Section 6(b)(ii) will be subject to and conditional upon the prior written consent of the other party, which consent will not be withheld if such other party’s policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed.

	(iii)	*Two Affected Parties*. If an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there are two Affected Parties, each party will use all reasonable efforts to reach agreement within 30 days after notice thereof is given under Section 6(b)(i) on action to avoid that Termination Event.

	(iv)	*Right to Terminate*. If:-

		(1)	a transfer under Section 6(b)(ii) or an agreement under Section 6(b)(iii), as the case may be, has not been effected with respect to all Affected Transactions within 30 days after an Affected Party gives notice under Section 6(b)(i); or

		(2)	an Illegality under Section 5(b)(i)(2), a Credit Event Upon Merger or an Additional Termination Event occurs, or a Tax Event Upon Merger occurs and the Burdened Party is not the Affected Party.

			either party in the case of an Illegality, the Burdened Party in the case of a Tax Event Upon Merger, any Affected Party in the case of a Tax Event or an Additional Termination Event if there is more than one Affected Party, or the party which is not the Affected Party in the case of a Credit Event Upon Merger or an Additional Termination Event if there is only one Affected Party may, by not more than 20 days notice to the other party and provided that the relevant Termination Event is then continuing, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all Affected Transactions.

(c)	*Effect of Designation*.

	(i)	If notice designating an Early Termination Date is given under Section 6(a) or (b), the Early Termination Date will occur on the date so designated, whether or not the relevant Event of Default or Termination Event is then continuing.

	(ii)	Upon the occurrence or effective designation of an Early Termination Date, no further payments or deliveries under Section 2(a)(i) or 2(e) in respect of the Terminated Transactions will be required to be made, but without prejudice to the

-11-

	other provisions of this Agreement. The amount, if any, payable in respect of an Early Termination Date shall be determined pursuant to Section 6(e).

(d)	*Calculations*.

	(i)	*Statement*. On or as soon as reasonably practicable following the occurrence of an Early Termination Date, each party will make the calculations on its part, if any, contemplated by Section 6(e) and will provide to the other party a statement (1) showing, in reasonable detail, such calculations (including all relevant quotations and specifying any amount payable under Section 6(e)) and (2) giving details of the relevant account to which any amount payable to it is to be paid. In the absence of written confirmation from the source of a quotation obtained in determining a Market Quotation, the records of the party obtaining such quotation will be conclusive evidence of the existence and accuracy of such quotation.

	(ii)	*Payment Date*. An amount calculated as being due in respect of any Early Termination Date under Section 6(e) will be payable on the day that notice of the amount payable is effective (in the case of an Early Termination Date which is designated or occurs as a result of an Event of Default) and on the day which is two Local Business Days after the day on which notice of the amount payable is effective (in the case of an Early Termination Date which is designated as a result of a Termination Event). Such amount will be paid together with (to the extent permitted under applicable law) interest thereon (before as well as after judgment) in the Termination Currency, from (and including) the relevant Early Termination Date to (but excluding) the date such amount is paid, at the Applicable Rate. Such interest will be calculated on the ba sis of daily compounding and the actual number of days elapsed.

(e)	*Payments on Early Termination*. If an Early Termination Date occurs, the following provisions shall apply based on the parties’ election in the Schedule of a payment measure, either “Market Quotation” or “Loss,” and a payment method, either the “First Method,” or the “Second Method.” If the parties fail to designate a payment measure or payment method in the Schedule, it will be deemed that “Market Quotation” or the “Second Method,” as the case may be, shall apply. The amount, if any, payable in respect of an Early Termination Date and determined pursuant to this Section will be subject to any Set-off.

	(i)	*Events of Default*. If the Early Termination Date results from an Event of Default:-

		(1)	*First Method and Market Quotation*. If the First Method and Market Quotation apply, the Defaulting Party will pay to the Non-defaulting Party the excess, if a positive number, of (A) the sum of the Settlement Amount (determined by the Non-defaulting Party) in respect of the Terminated Transactions and the Termination Currency Equivalent of the Unpaid Amounts owing to the Non- defaulting Party over (B) the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party.

-12-

	(2)	*First Method and Loss*. If the First Method and Loss apply, the Defaulting Party will pay to the Non-defaulting Party, if a positive number, the Non-defaulting Party’s Loss in respect of this Agreement.

	(3)	*Second Method and Market Quotation*. If the Second Method and Market Quotation apply, an amount will be payable equal to (A) the sum of the Settlement Amount (determined by the Non-defaulting Party) in respect of the Terminated Transactions and the Termination Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting Party less (B) the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party. If that amount is a positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative number, the Non-defaulting Party will pay the absolute value of that amount to the Defaulting Party.

	(4)	*Second Method and Loss*. If the Second Method and Loss apply, an amount will be payable equal to the Non-defaulting Party’s Loss in respect of this Agreement. If that amount is a positive number, the Defaulting Party will pay it to the Non-defaulting Party, if it is a negative number, the Non-defaulting Party will pay the absolute value of that amount to the Defaulting Party.

(ii)	*Termination Events*. If the Early Termination Date results from a Termination Event:-

	(1)	*One Affected Party*. If there is one Affected Party, the amount payable will be determined in accordance with Section 6(c)(i)(3), if Market Quotation applies, or Section 6(e)(i)(4), if Loss applies, except that, in either case, references to the Defaulting Party and to the Non-defaulting Party will be deemed to be references to the Affected Party and the party which is not the Affected Party, respectively, and, if Loss applies and fewer than all the Transactions are being terminated, Loss shall be calculated in respect of all Terminated Transactions.

	(2)	*Two Affected Parties*. If there are two Affected Parties:-

		(A)	if Market Quotation applies, each party will determine a Settlement Amount in respect of the Terminated Transactions, and an amount will be payable equal to (I) the sum of (a) one-half of the difference between the Settlement Amount of the party with the higher Settlement Amount (“X”) and the Settlement Amount of the party with the lower Settlement Amount (“Y”) and (b) the Termination Currency Equivalent of the Unpaid Amounts owing to X less (II) the Termination Currency Equivalent of the Unpaid Amounts owing to Y; and

		(B)	if Loss applies, each party will determine its Loss in respect of this Agreement (or, if fewer than all the Transactions are being terminated, in respect of all Terminated Transactions) and an amount will be payable equal to one-half of the difference between the Loss of the party with the higher Loss (“X”) and the Loss of the party with the lower Loss (“Y”).

-13-

If the amount payable is a positive number, Y will pay it to X; if it is a negative number, X will pay the absolute value of that amount to Y.

(iii)	*Adjustment for Bankruptcy*. In circumstances where an Early Termination Date occurs because “Automatic Early Termination” applies in respect of a party, the amount determined under this Section 6(e) will be subject to such adjustments as are appropriate and permitted by law to reflect any payments or deliveries made by one party to the other under this Agreement (and retained by such other party) during the period from the relevant Early Termination Date to the date for payment determined under Section 6(d)(ii).

(iv)	*Pre-Estimate*. The parties agree that if Market Quotation applies an amount recoverable under this Section 6(e) is a reasonable pre-estimate of loss and not a penalty. Such amount is payable for the loss of bargain and the loss of protection against future risks and except as otherwise provided in this Agreement neither party will be entitled to recover any additional damages as a consequence of such losses.

7. Transfer

Subject to Section 6(b)(ii), neither this Agreement nor any interest or obligation in or under this Agreement may be transferred (whether by way of security or otherwise) by either party without the prior written consent of the other party, except that:-

(a)	a party may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of all or substantially all its assets to, another entity (but without prejudice to any other right or remedy under this Agreement); and

(b)	a party may make such a transfer of all or any part of its interest in any amount payable to it from a Defaulting Party under Section 6(e).

Any purported transfer that is not in compliance with this Section will be void.

8. Contractual Currency

(a)

Payment in the Contractual Currency. Each payment under this Agreement will be made in the relevant currency specified in this Agreement for that payment (the “Contractual Currency”). To the extent permitted by applicable law, any obligation to make payments under this Agreement in the Contractual Currency will not be discharged or satisfied by any tender in any currency other than the Contractual Currency, except to the extent such tender results in the actual receipt by the party to which payment is owed, acting in a reasonable manner and in good faith in converting the currency so tendered into the Contractual Currency, of the full amount in the Contractual Currency of all amounts payable in respect to this Agreement. If for any reason the amount in the Contractual Currency so received falls short of the amount in the Contract ual Currency payable in respect of this Agreement, the party required to make the payment will, to the extent permitted by applicable law, immediately pay such additional amount in the Contractual Currency as may be necessary to compensate for the shortfall. If for any

-14-

	reason the amount in the Contractual Currency so received exceeds the amount in the Contractual Currency payable in respect of this Agreement, the party receiving the payment will refund promptly the amount of such excess.

(b)	*Judgments*. To the extent permitted by applicable law, if any judgment or order expressed in a currency other than the Contractual Currency is tendered (i) for the payment of any amount owing in respect of this Agreement, (ii) for the payment of any amount relating to any early termination in respect of this Agreement or (iii) in respect of a judgment or order of another court for the payment of any amount described in (i) or (ii) above, the party seeking recovery, after recovery in full of the aggregate amount to which such party is entitled pursuant to the judgment or order, will be entitled to receive immediately from the o ther party the amount of any shortfall of the Contractual Currency received by such party as a consequence of sums paid in such other currency and will refund promptly to the other party any excess of the Contractual Currency received by such party as a consequence of sums paid in such other currency if such shortfall or such excess arises or results from any variation between the rate of exchange at which the Contractual Currency is converted into the currency of the judgment or order for the purposes of such judgment or order and the rate of exchange at which such party is able, acting in a reasonable manner and in good faith in converting the currency received into the Contractual Currency, to purchase the Contractual Currency with the amount of the currency of the judgment or order actually received by such party. The term “rate of exchange” includes, without limitation, any premiums and costs of exchange payable in connection with the purchase of or conversion into the Contractual Currency.



(c)	*Separate Indemnities*. To the extent permitted by applicable law, these indemnities constitute separate and independent obligations from the other obligations in this Agreement, will be enforceable as separate and independent causes of action, will apply notwithstanding any indulgence granted by the party to which any payment is owned and will not be affected by judgment being obtained or claim or proof being made for any other sums payable in respect of this Agreement.

(d)	*Evidence of Loss*. For the purpose of this Section 8, it will be sufficient for a party to demonstrate that it would have suffered a loss had an actual exchange or purchase been made.

9. Miscellaneous

(a)	*Entire Agreement*. This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communication and prior writings with respect thereto.

(b)	*Amendments*. No amendment, modification or waiver in respect of this Agreement will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties or confirmed by an exchange of telexes or electronic messages on an electronic messaging system.

-15-

(c)	*Survival of Obligations*. Without prejudice to Sections 2(a)(iii) and 6(c)(ii), the obligations of the parties under this Agreement will survive the termination of any Transaction.

(d)	*Remedies Cumulative*. Except as provided in this Agreement, the rights, powers, remedies and privileges provided in this Agreement are cumulative and not exclusive of any rights, powers, remedies and privileges provided by law.

(e)	*Counterparts and Confirmations*.

	(i)	This Agreement (and each amendment, modification and waiver in respect of it) may be executed and delivered in counterparts (including by facsimile transmission), each of which will be deemed an original.

	(ii)	The parties intend that they are legally bound by the terms of each Transaction from the moment they agree to those terms (whether orally or otherwise). A Confirmation shall be entered into as soon as practicable and may be executed and delivered in counterparts (including by facsimile transmission) or be created by an exchange of telexes or by an exchange of electronic messages on an electronic messaging system, which in each case will be sufficient for all purposes to evidence a binding supplement to this Agreement. The parties will specify therein or through another effective means that any such counterpart, telex, or electronic message constitutes a Confirmation.

(f)	*No Waiver of Rights*. A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.

(g)	*Headings*. The headings used in this Agreement are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Agreement.

10. Offices; Multibranch Parties

(a)	If Section 10(a) is specified in the Schedule as applying, each party that enters into a Transaction through an Office other than its head or home office represents to the other party that, notwithstanding the place of booking office or jurisdiction of incorporation or organisation of such party, the obligations of such party are the same as if it had entered into the Transaction through its head or home office. This representation will be deemed to be repeated by such party on each date on which a Transaction is entered into.

(b)	Neither party may change the Office through which it makes and receives payments or deliveries for the purpose of a Transaction without the prior written consent of the other party.

-16-

(c)	If a party is specified as a Multibranch Party in the Schedule, such Multibranch Party may make and receive payments or deliveries under any Transaction through any Office listed in the Schedule, and the Office through which it makes and receives payments or deliveries with respect to a Transaction will be specified in the relevant Confirmation.

11. Expenses

A Defaulting Party will, on demand, indemnify and hold harmless the other party for and against all reasonable out-of-pocket expenses, including legal fees and Stamp Tax, incurred by such other party by reason of the enforcement and protection of its rights under this Agreement or any Credit Support Document to which the Defaulting Party is a party or by reason of the early termination of any Transaction, including, but not limited to, costs of collection.

12. Notices

(a)	*Effectiveness*. Any notice or other communication in respect of this Agreement may be given in any manner set forth below (except that a notice or other communication under Section 5 or 6 may not be given by facsimile transmission or electronic messaging system) to the address or number or in accordance with the electronic messaging system details provided (see the Schedule) and will be deemed effective as indicated:-

	(i)	if in writing and delivered in person or by courier, on the date it is delivered;

	(ii)	if sent by telex, on the date the recipient’s answerback is received;

	(iii)	if sent by facsimile transmission, on the date that transmission is received by a responsible employee of the receipt in legible form (it being agreed that the burden of proving receipt will be on the sender and will not be met by a transmission report generated by the sender’s facsimile machine);

	(iv)	if sent by certified or registered mail (airmail, if overseas) or the equivalent (return receipt requested), on the date that mail is delivered or its delivery is attempted; or

	(v)	if sent by electronic messaging system, on the date that electronic message is received,

unless the date of that delivery (or attempted delivery) or that receipt, as applicable, is not a Local Business Day or that communication is delivered (or attempted) or received, as applicable, after the close of business on a Local Business Day, in which case that communication shall be deemed given and effective on the first following day that is a Local Business Day.

(b)	*Change of Addresses*. Either party may by notice to the other change the address, telex or facsimile number or electronic messaging system details at which notices or other communications are to be given to it.

-17-

13. Governing Law and Jurisdiction

(a)	*Governing Law*. This Agreement will be governed by and construed in accordance with the law specified in the Schedule.

(b)	*Jurisdiction*. With respect to any suit, action or proceedings relating to this Agreement (“Proceedings”), each party irrevocably:-

	(i)	submits to the jurisdiction of the English courts, if this Agreement is expressed to be governed by English law, or to the non-exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the Borough of Manhattan in New York City, if this Agreement is expressed to be governed by the laws of the State of New York; and

	(ii)	waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does have any jurisdiction over such party.

Nothing in this Agreement precludes either party from bringing Proceedings in any other jurisdiction (outside, if this Agreement is expressed to be governed by English law, the Contracting Shares, as defined in Section 1(3) of the Civil Jurisdiction and Judgments Act 1982 or any modification, extension or re-enactment thereof for the time being in force) nor will the bringing of Proceedings in any one or more jurisdictions preclude the bringing of Proceedings in any other jurisdiction.

(c)	*Service of Process*. Each party irrevocably appoints the Process Agent (if any) specified opposite its name in the Schedule to receive, for it and on its behalf, service of process in any Proceedings. If for any reason any party’s Process Agent is unable to act as such, such party will promptly notify the other party and within 30 days appoint a substitute process agent acceptable to the other party. The parties irrevocably consent to service of process given in the manner provided for notices in Section 12. Nothing in this Agreement will affect the right of either party to serve process in any other manner permitted by law.

(d)	*Waiver of Immunities*. Each party irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment) and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise in any Proceedings in the courts of any jurisdiction and irrevocably agrees, to the extent permitted by applicable law, that it will not claim any such immunity in any Proceedings.

-18-

14. Definitions

As used in this Agreement:-

“Additional Termination Event” has the meaning specified in Section 5(b).

“Affected Party” has the meaning specified in Section 5(b).

“Affected Transactions” means (a) with respect to any Termination Event consisting of an Illegality, Tax Event or Tax Event Upon Merger, all Transactions affected by the occurrence of such Termination Event and (b) with respect to any other Termination Event, all Transactions.

“Affiliate” means, subject to the Schedule, in relation to any person, any entity controlled, directly or indirectly, by the person, any entity that controls, directly or indirectly, the person or any entity directly or indirectly under common control with the person. For this purpose, “control” of any entity or person means ownership of a majority of the voting power of the entity or person.

“Applicable Rate” means:-

(a)	in respect of obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate;

(b)	in respect of an obligation to pay an amount under Section 6(e) of either party from and after the date (determined in accordance with Section 6(d)(ii)) on which that amount is payable, the Default Rate;

(c)	in respect of all other obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Non-defaulting Party, the Non-default Rate; and

(d)	in all other cases, the Termination Rate.

“Burdened Party” has the meaning specified in Section 5(b).

“Change in Tax Law” means the enactment, promulgation, execution or ratification of, or any change in or amendment to, any law (or in the application or official interpretation of any law) that occurs on or after the date on which the relevant Transaction is entered into.

“consent” includes a consent, approval, action, authorisation, exemption, notice, filing, registration or exchange control consent.

“Credit Event Upon Merger” has the meaning specified in Section 5(b).

“Credit Support Document” means any agreement or instrument that is specified as such in this Agreement.

“Credit Support Provider” has the meaning specified in the Schedule.

-19-

“Default Rate” means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the relevant payee (as certified by it) if it were to fund or of funding the relevant amount plus 1% per annum.

“Defaulting Party” has the meaning specified in Section 6(a).

“Early Termination Date” means the date determined in accordance with Section 6(a) or 6(b)(iv).

“Event of Default” has the meaning specified in Section 5(a) and, if applicable, in the Schedule.

“Illegality” has the meaning specified in Section 5(b).

“Indemnifiable Tax” means any Tax other than a Tax that would not be imposed in respect of a payment under this Agreement but for a present or former connection between the jurisdiction of the government or taxation authority imposing such Tax and the recipient of such payment or a person related to such recipient (including, without limitation, a connection arising from such recipient or related person being or having been a citizen or resident of such jurisdiction, or being or having been organised, present or engaged in a trade or business in such jurisdiction, or having or having had a permanent establishment or fixed place of business in such jurisdiction, but excluding a connection arising solely from such recipient or related person having executed, delivered, performed its ob ligations or received a payment under, or enforced, this Agreement or a Credit Support Document).

“law” includes any treaty, law, rule or regulation (as modified, in the case of tax matters, by the practice of any relevant governmental revenue authority) and “lawful” and “unlawful” will be construed accordingly.

“Local Business Day” means, subject to the Schedule, a day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) (a) in relation to any obligation under Section 2(a)(i), in the place(s) specified in the relevant Confirmation or, if not so specified, as otherwise agreed by the parties in writing or determined pursuant to provisions contained, or incorporated by reference, in this Agreement, (b) in relation to any other payment, in the place where the relevant account is located and, if different, in the principal financial centre, if any, of the currency of such payment, (c) in relation to any notice or other communication, including notice contemplated under Section 5(a)(i), in the city specified in the address for noti ce provided by the recipient and, in the case of a notice contemplated by Section 2(b), in the place where the relevant new account is to be located and (d) in relation to Section 5(a)(v)(2), in the relevant locations for performance with respect to such Specified Transaction.

“Loss” means, with respect to this Agreement or one or more Terminated Transactions, as the case may be, and a party, the Termination Currency Equivalent of an amount that party reasonably determines in good faith to be its total losses and costs (or gain, in which case expressed as a negative number) in connection with this Agreement or that Terminated Transaction or group of Terminated Transactions, as the case may be, including any loss of bargain, cost of funding or, at the election of such party but without duplication, loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or

-20-

related trading position (or any gain resulting from any of them). Loss includes losses and costs (or gains) in respect of any payment or delivery required to have been made (assuming satisfaction of each applicable condition precedent) on or before the relevant Early Termination Date and not made, except, so as to avoid duplication, if Section 6(e)(i)(1) or (3) or 6(e)(ii)(2)(A) applies. Loss does not include a party’s legal fees and out-of-pocket expenses referred to under Section 11. A party will determine its Loss as of the relevant Early Termination Date, or, if that is not reasonably practicable, as of the earliest date thereafter as is reasonably practicable. A party may (but need not) determine its Loss by reference to quotations of relevant rates or prices from one or more leading dealers in the relevant markets.

“Market Quotation” means, with respect to one or more Terminated Transactions and a party making the determination, an amount determined on the basis of quotations from Reference Market-makers. Each quotation will be for an amount, if any, that would be paid to such party (expressed as a negative number) or by such party (expressed as a positive number) in consideration of an agreement between such party (taking into account any existing Credit Support Document with respect to the obligations of such party) and the quoting Reference Market-maker to enter into a transaction (the “Replacement Transaction”) that would have the effect of preserving for such party the economic equivalent of any payment or delivery (whether the underlying obligation was absolute or contingent and assuming the satisfaction of each applicable condition precedent) by the parties under Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated Transactions that would, but for the occurrence of the relevant Early Termination Date, have been required after that date. For this purpose, Unpaid Amounts in respect of the Terminated Transaction or group of Terminated Transactions are to be excluded but, without limitation, any payment or delivery that would, but for the relevant Early Termination Date, have been required (assuming satisfaction of each applicable condition precedent) after that Early Termination Date is to be included. The Replacement Transaction would be subject to such documentation as such party and the Reference Market-maker may, in good faith, agree. The party making the determination (or its agent) will request each Reference Market-maker to provide its quotation to the extent reasonably practicable as of the same day and time (without regard to different time zones) on or as soon as reasonably practicable after the relevant Early Termination Date. The day and time as of which those quotations are to be obtained will be selected in good faith by the party obliged to make a determination under Section 6(e), and, if each party is so obliged, after consultation with the other. If more than three quotations are provided, the Market Quotation will be the arithmetic mean of the quotations, without regard to the quotations having the highest and lowest values. If exactly three such quotations are provided, the Market Quotation will be the quotation remaining after disregarding the highest and lowest quotations. For this purpose, if more than one quotation has the same highest value or lowest value, then one of such quotations shall be disregarded. If fewer than three quotations are provided, it will be deemed that the Market Quotation in respect of such Terminated Transaction or group of Terminated Transactions cannot be determined.

“Non-default Rate” means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the Non-defaulting Party (as certified by it) if it were to fund the relevant amount.

“Non-defaulting Party” has the meaning specified in Section 6(a).

“Office” means a branch or office of a party, which may be such party’s head or home office.

-21-

“Potential Event of Default” means any event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default.

“Reference Market-makers” means four leading dealers in the relevant market selected by the party determining a Market Quotation in good faith (a) from among dealers of the highest credit standing which satisfy all the criteria that such party applies generally at the time in deciding whether to offer or to make an extension of credit and (b) to the extent practicable, from among such dealers having an office in the same city.

“Relevant Jurisdiction” means, with respect to a party, the jurisdictions (a) in which the party is incorporated, organised, managed and controlled or considered to have its seat, (b) where an Office through which the party is acting for purposes of this Agreement is located, (c) in which the party executes this Agreement and (d) in relation to any payment, from or through which such payment is made.

“Scheduled Payment Date” means a date on which a payment or delivery is to be made under Section 2(a)(i) with respect to a Transaction.

“Set-off” means set-off, offset, combination of accounts, right of retention or withholding or similar right or requirement to which the payer of an amount under Section 6 is entitled or subject (whether arising under this Agreement, another contract, applicable law or otherwise) that is exercised by, or imposed on, such payer.

“Settlement Amount” means, with respect to a party and any Early Termination Date, the sum of:-

(a)	the Termination Currency Equivalent of the Market Quotation (whether positive or negative) for each Terminated Transaction or group of Terminated Transactions for which a Market Quotation is determined; and

(b)	such party’s Loss (whether positive or negative and without reference to any Unpaid Amounts) for each Terminated Transaction or group of Terminated Transactions for which a Market Quotation cannot be determined or would not (in the reasonable belief of the party making the determination) produce a commercially reasonable result.

“Specified Entity” has the meaning specified in the Schedule.

“Specified Indebtedness” means, subject to the Schedule, any obligation (whether present or future, contingent or otherwise, as principal or surety or otherwise) in respect of borrowed money.

“Specified Transaction” means, subject to the Schedule, (a) any transaction (including an agreement with respect thereto) now existing or hereafter entered into between one party to this Agreement (or any Credit Support Provider of such party or any applicable Specified Entity of such party) and the other party to this Agreement (or any Credit Support Provider of such other party or any applicable Specified Entity of such other party) which is a rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange

-22-

transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions), (b) any combination of these transactions and (c) any other transaction identified as a Specified Transaction in this Agreement or the relevant confirmation.

“Stamp Tax” means any stamp, registration, documentation or similar tax.

“Tax” means any present or future tax, levy, impost, duty, charge, assessment or fee of any nature (including interest, penalties and additions thereto) that is imposed by any government or other taxing authority in respect of any payment under this Agreement other than a stamp, registration, documentation or similar tax.

“Tax Event” has the meaning specified in Section 5(b).

“Tax Event Upon Merger” has the meaning specified in Section 5(b).

“Terminated Transactions” means with respect to any Early Termination Date (a) if resulting from a Termination Event, all Affected Transactions and (b) if resulting from an Event of Default, all Transactions (in either case) in effect immediately before the effectiveness of the notice designating that Early Termination Date (or, if “Automatic Early Termination” applies, immediately before that Early Termination Date).

“Termination Currency” has the meaning specified in the Schedule.

“Termination Currency Equivalent” means, in respect of any amount denominated in the Termination Currency, such Termination Currency amount and, in respect of any amount denominated in a currency other than the Termination Currency (the “Other Currency”), the amount in the Termination Currency determined by the party making the relevant determination as being required to purchase such amount of such Other Currency as at the relevant Early Termination Date, or, if the relevant Market Quotation or Loss (as the case may be), is determined as of a later date, that later date, with the Termination Currency at the rate equal to the spot exchange rate of the foreign exchange agent (selected as provided below) for the purchase of such Other Currency with the Termination C urrency at or about 11:00 a.m. (in the city in which such foreign exchange agent is located) on such date as would be customary for the determination of such a rate for the purchase of such Other Currency for value on the relevant Early Termination Date or that later date. The foreign exchange agent will, if only one party is obliged to make a determination under Section 6(e), be selected in good faith by that party and otherwise will be agreed by the parties.

“Termination Event” means an Illegality, a Tax Event or a Tax Event Upon Merger or, if specified to be applicable, a Credit Event Upon Merger or an Additional Termination Event.

“Termination Rate” means a rate per annum equal to the arithmetic mean of the cost (without proof or evidence of any actual cost) to each party (as certified by such party) if it were to fund or of funding such amounts.

-23-

“Unpaid Amounts” owing to any party means, with respect to an Early Termination Date, the aggregate of (a) in respect of all Terminated Transactions, the amounts that became payable (or that would have become payable but for Section 2(a)(iii) to such party under Section 2(a)(i) on or prior to such Early Termination Date and which remain unpaid as at such Early Termination Date and (b) in respect of each Terminated Transaction, for each obligation under Section 2(a)(i) which was (or would have been but for Section 2(a)(iii)) required to be settled by delivery to such party on or prior to such Early Termination Date and which has not been so settled as at such Early Termination Date, an amount equal to the fair market value of that which was (or would have been) required to be delivere d as of the originally scheduled date for delivery, in each case together with (to the extent permitted under applicable law) interest, in the currency of such amounts, from (and including) the date such amounts or obligations were or would have been required to have been paid or performed to (but excluding) such Early Termination Date, at the Applicable Rate. Such amounts of interest will be calculated on the basis of daily compounding and the actual number of days elapsed. The fair market value of any obligation referred to in clause (b) above shall be reasonably determined by the party obliged to make the determination under Section 6(e) or, if each party is so obliged, it shall be the average of the Termination Currency Equivalents of the fair market values reasonably determined by both parties.

-24-

IN WITNESS WHEREOF the parties have executed this document on the respective dates specified below with effect from the date specified on the first page of this document.


BANCO SANTANDER CENTRAL		SACYR VALLEHERMOSO
HISPANO, S.A.		PARTICIPACIONES
		MOBILIARIAS, S.L.U.

By: /s/_______________________________		By: /s/_______________________________
Name:		Name:
Title:		Title:
Date:		Date:


By: /s/_______________________________		By: __________________________________
Name:		Name:
Title:		Title:
Date:		Date:

-25-

Annex I

GARANTIA

GARANTIA de feche de 9 de octubre de 2006 otorgada por Sacyr Vallerhermoso, S.A. (en lo sucesivo, el “Garante”), a favor de Banco Santander Central Hispano, S.A. (en adelante “Santander”), en relación con las Operaciones (tal y como se define a continuación) que éste realizará con Sacyr Vallehermoso Participaciones Mobiliarias, S.L.U. (en lo sucesivo, la “Compañía”). Por “Operaciones” se entenderán las Operaciones de Total Return Equity Swap a contratar entre Santander y la Compañía celebradas al amparo del ISDA Master Agreement, sobre acciones ordinarias de Respsol YPF, S.A.

1. Garantía. La presente Garantía tiene naturaleza de garantía a primera demanda, incondicioal e irrevocable. Las obligaciones del Garante son solidarias con respecto de la Compañía de tal manera que responde al mismo rivel que la Compañía como obligado principal ante Santander.

El Garante garantiza con carácter incondicional, irrevocable y a primera demanda a Santander, sus entidades sucesoras y/o cesionarios, el pago al vencimiento de todas y cada una de las obligaciones y responsabilidades de la Compañía con Santander derivadas de las Operaciones (en adelante, “las Obligaciones”), bastando para su reclamación la simple notificación por Santander al Garante, sin necesidad de justificar el motivo del incumplimiento.

2. Consentimiento, Renuncias y Renovaciones. El Garante acepta que Santander podrá recurrir a ellos para el pago de cualesquiera de las Obligaciones, independientemente de que Santander haya recurrido a cualquier garantia o colateral o haya procedido legalmente contra cualquier otro obligado principal o secundario respecto a cualesquirea de dichas Obligaciones.

3. Gastos. El Garante se compromete a reembolsar a la vista cualquier gasto relacionado directamente con la ejecución o protección de los derechos de Santander en virtud de la presente Garantía.

4. Subrogación. El Garante se compromete a no ejercer ningun derecho que pudiera corresponderie frente a la Compañía hasta que la totalidad de las Obligaciones ante Santander se hayan liquidado por completo. Si cualquier importe se hubiera pagado al Garante contraviniendo el compromiso anterior, dicho importe se mantendrá en depósito en beneficio de Santander y será entregado a éste para su plicación a las Obligaciones.

5. Validez de la Garantía. La presente Garantía tiene carácter de incondicional, irrevocable y a primera demanda, y permanecerá en vigor y será vinculante para el Garante, sus sucesores y cesionarios hasta que la totalidad de las Obligaciones se hayan liquidado por completo.

6. Ley y Jurisdicción. La presente Garantía está sometida a Derecho español.

7. Notificaciones. La dirección del garante a efectos de notificaciones es la siguiente.

8. Modificaciones. No surtirá efecto ninguna modificación de la presente Garantía a menos que se efectúe por escrito, con la firma del Garante, la Compañía y Santander.

-26-

				Sacyr Vallehermoso, S.A.



				Fdo:
				Nombre:

-27-

SCHEDULE

To the Master Agreement dated as of 9 October, 2006
To the Master Agreement dated as of 9 October, 2006

between
between

BANCO SANTANDER CENTRAL HISPANO, S.A. (“Party A”)				and	SACYR
					VALLEHERMOSO
					PARTICIPACIONES
					MOBILIARIAS, S.L.U.

					(“Party B”)

Part 1 Termination Provisions
Part 1 Termination Provisions

In this Agreement:-

(a)	“Specified Entity” means in relation to Party A for the purpose of:

	Section	5(a) (v),	Not applicable.
	Section	5(a) (vi),	Not applicable.
	Section	5(a) (vii),	Not applicable.
	Section	5(b) (iv),	Not applicable.

	In relation to Party B for the purpose of:

	Section	5(a) (v),	Any Affiliate.
	Section	5(a) (vi),	Any Affiliate.
	Section	5(a) (vii),	Any Affiliate.
	Section	5(b) (iv),	Sacyr Vallehermoso, S.A.

(b)	“Specified Transaction” will have the meaning specified in Section 14 of this Agreement.

(c)	The “Cross Default” provisions of Section 5 (a) (vi) of this Agreement will apply to both parties, but shall exclude any payment default that results solely from wire transfer difficulties or an error or omission of an administrative or operational nature (so long as sufficient funds are available to the relevant party on the relevant date), provided that payment is made within three Business Days after such transfer difficulties have been corrected or the error or omission has been discovered.

	If such provisions apply:-

-28-

	“Specified Indebtedness” means any obligation (whether present or future, contingent or otherwise, as principal or surety or otherwise) in respect of borrowed money, other than indebtedness in relation to bank deposits received in the normal course of business.

	“Threshold Amount” means in respect of Party A 3% of shareholders’ equity as reported in its most recently audited financial statements and in respect of Party B 3% of shareholders’ equity on a consolidated basis, as reported in its most recently audited financial statements.

(d)	The “Credit Event Upon Merger” provisions of Sections 5 (b) (vi) will apply to Party A and Party B.


(e)	The “Automatic Early Termination” provisions of Section 6 (a) will not apply to Party A and Party B


(f)	Payment on Early Termination. For the purpose of Section 6 (e) of this Agreement.

	(i) Market Quotation will apply.

	(ii) The Second Method will apply.

(g)	“Termination Currency” means any single currency of any Transaction as may be selected by the party which is not the Defaulting Party or the Affected Party (as the case may be) or, in circumstances where there is more than one Affected Party, such currency of any Transaction as may be mutually agreed between the parties hereto or otherwise, failing such mutual agreement or in the event that such currency is not freely available and convertible, Euro (€).

(h)	Additional Termination Event will not apply.

Part 2

Tax Representations

(a)	Payer Tax Representations. For the purpose of Section 3 (e) of this Agreement, Party A and Party B will make the following representation:-


	It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any tax from any payment (other than interest under Section 2 (e), 6 (d) (ii) or 6(e) of this Agreement) to be made by it to the other party under this Agreement. In making this representation, it may rely on:-

	(i) the accuracy of any representation made by the other party pursuant to Section 3(f) of this Agreement;

	(ii) the satisfaction of the agreement contained in Section 4 (a) (i) or 4 (a) (iii) of this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4 (a) (i) or 4 (a) (iii) of this Agreement; and

-29-

(iii) the satisfaction of the agreement of the other party contained in Section 4 (d) of this Agreement,

provided that it shall not be a breach of this representation where reliance is placed on clause (ii) and other party does not deliver a form or document under Section 4 (a) (iii) by reason of material prejudice to its legal or commercial position.

(b)	Payee Tax Representations. For the purpose of Section 3(f) of this Agreement, Party A and Party B make no representations.

Part 3

Documents to be delivered

For the purpose of Section 4 (a):-

(a)

Tax forms, documents or certificates to be delivered are:-

Party required to deliver document

Form / Document / Certificate

Date by which to be delivered

Each Party

Any form, document or certificate reasonably requested by the other party in order for such other party to be able to make payments hereunder without withholding for or on account of Taxes or with such withholding at a reduced rate.

As soon as practicable
following written demand.

(b)

Party required to deliver document	Form / Document/ Certificate	Date by which to be delivered	Covered by Section 3(d) representation
Party required to deliver document	Form / Document/ Certificate	Date by which to be delivered	Covered by Section 3(d) representation

Each Party	Such proof of the names true signatures and authority of persons signing this Agreement on its behalf as the other party may reasonably request	On signing	Yes








Party B	A duly signed copy of the Credit Support Document referred to in Part 4 of this Schedule.	On Signing	Yes





Party B	A copy of an annual report of such party and its subsidiaries prepared on a consolidated basis and in conformity with generally accepted accounting principles applied on a basis consistent with audited consolidated financial statements of such party and its subsidiaries as at the most recently completed fiscal year, duly certified by independent certified public accountants of recognized standing selected by such party. & nbsp;	Promptly upon request	Yes















Party B	A copy of unaudited financial statements of such party and its subsidiaries prepared in the same manner as the audited report referred to above,	Promptly upon request	Yes
		Promptly upon request

		signed by a duly
		authorized accounting
		officer of such party
		and consisting of at
		least a balance sheet
		as at the close of such
		quarter and statements
		of earnings and source
		and application of
		funds for such quarter
		and for the period
		from the beginning of
		such fiscal year to the
		close of the quarter

(a)	Addresses for Notices. For the purpose of Section 12 (a) of this Agreement: Address for notices or communications to Party A:-

		Banco Santander Central Hispano, S.A., Madrid
		Address:		Ciudad Grupo Santander Edificio Marisma, Planta Baja
				28660 Boadilla del Monte, Madrid
		Attn:		Swaps Administration
		Telex:		42362 / 45928 BADER E
		Swift:		BSCHESMM
		Fax:		(341) 2571228
		Tel:		(341) 2893116

	For all purposes and with respect to Transactions through that Office

	Address for notices or communications to Party B:-

	SACYR VALLEHERMOSO PARTICIPACIONES MOBILIARIAS, S.L.U.

	Address: P° de la Castellana, 83-85 28046 Madrid Attn: José Puelles Gallo Tel: +34 91 545 5049 Fax: +34 91 556 7555

	(For all purposes)

(b)	Process Agent. For the purpose of Section 13 (c) of this Agreement:-

	Party A appoints as its Process Agent:

	Banco Santander Central Hispano S.A., London Branch Santander House 100 Ludgate Hill London EC4M 7NJ

	Attn: Jim Inches/Brian Watts (OPS CONTROL) Tel: 020 7332 7781 / 020 7332 7987 Fax: 020 7332 7421

	Telex: 8812851 BADER G Swift: BSCHGB2L

	Tel. switchboard: 020 7332 7766 Fax Legal: 020 7332 7440

	Party B appoints as its Process Agent: Not applicable

	(c) Offices. The Provisions of Section 10 (a) will apply to this Agreement.

	(d) Multibranch Party. For the purpose of Section 10 (c):

	Party A is not a Multibranch Party and may act through its Madrid Office.

	Party B is not a Multibranch Party.

(e)	Calculation Agent. The Calculation Agent for each Transaction shall be Party A, unless otherwise specified in the relevant Confirmation.

(f)	Credit Support Document. Details of any Credit Support Document: In relation to Party B the “Garantía” in favour of Party A and in the form attached as Annex I hereto.

(g)	Credit Support Provider. Means: In relation to Party A: none In relation to Party B: Sacyr Vallehermoso, S.A.

(h)	Governing law. This Agreement will be governed by and construed in accordance with English law.

(i)	Netting of Payments. Subparagraph (ii) of Section 2 (c) of this Agreement will apply to all Transactions.

(j)	“Affiliate” will have the meaning specified in Section 14 of this Agreement.

(a)	ISDA Definitions. The definitions and provisions contained in the 2000 ISDA Definitions (published by the International Swaps and Derivatives Association, Inc.) (the “Definitions”), are incorporated into any Confirmation which supplements and forms part of the Agreement; and all capitalised terms used in a Confirmation shall have the meaning set forth in the Definitions, unless otherwise defined in a Confirmation. In the event of any conflict between the provision of the Definitions and the provisions of this Agreement, the provisions of this Agreement shall apply, and in the event of any conflict between the provisions of this Agreement and the Confirmation, the provision of the Confirmation will apply.

(b)	Change of account. Section 2 (b) of this Agreement is hereby amended by the addition of the following after the word “delivery” in the first line thereof:

	“to another account in the same legal and tax jurisdiction as the original account”.

(c)	Escrow payments. If, by reason of the time difference between the cities in which payments are to be made, or otherwise, it is not possible for simultaneous payments to be made on any date on which both parties are required to make payments hereunder, either party may at its option and in its sole discretion notify the other party that payments on

	that date are to be made in escrow. In this case deposit of the payment due earlier on that date shall be made by 2:00 p.m. (local time at the place for the earlier payment) on that day with an escrow agent selected by the party giving the notice, accompanied by irrevocable payment instructions (i) to release the deposited payment to the intended recipient upon receipt by the escrow agent of the required deposit of the corresponding payment from the other party on the same date accompanied by irrevocable payment instructions to the same effect or (ii) if the required deposit of the corresponding payment is not made on the same date, to return the payment deposited to the party that paid it into escrow. The party that elects to have payments made in escrow shall pay the costs of the escrow arrangements and cause those arrangements to provide that the intended recipient of the payment due to be deposited first shall be entitled to interest on that deposited payment for each day in the period of its deposit at the rate offered by the escrow agent for that day for overnight deposits in the relevant currency in the office where it holds that deposited payment (at 11:00 a.m. local time on that day) if that payment is not released by 5:00 p.m. local time on the day it is deposited for any reason other than the intended recipient’s failure to make the escrow deposit it is required to make hereunder in a timely fashion.

(d)	Set-off. Each party agrees that the following provision shall be added as Section 6 (f) of this Agreement:

	“Set-off: Any amount (the “Early Termination Amount”) payable to one party (the “Payee”) by the other party (the “Payer”) under Section 6 (e), in circumstances where there is a Defaulting Party or one Affected Party in the case where a Termination Event under Section 5 (b) (iv) has occurred, will at the option of the Party (“X”) other than the Defaulting Party or the Affected Party (and without prior notice to the Defaulting Party or the Affected Party), be reduced by its set-off against any amount(s) (“the Other Agreement Amount”) payable (whether at such time or in the future or upon the occurrence of a contingency) by the Payee to the Payer (irrespective of the currency, place of payment or booking office of the obligation) under any other agreement(s) between the Payee and the Payer or instrument(s) or undertaking(s) issued or executed by one party to, or in favour of, t he other party (and the Other Agreement Amount will be discharged promptly and in all respects to the extent it so set-off). X will give notice to the other party of any set-off so effected.

	For this purpose, either the Early Termination Amount or the Other Agreement Amount (or the relevant portion of such amounts) may be converted by X into the currency in which the other is denominated at the rate of exchange at which such party would be able, acting in a reasonable manner and in good faith, to purchase the relevant amount of such currency.

	If an obligation is unascertained, X may in good faith estimate that obligation and set-off in respect of the estimate, subject to the relevant party accounting to the other when the obligation is ascertained.

	Nothing in this paragraph shall be effective to create a charge or other security interest. This paragraph shall be without prejudice and in addition to any right of set-off,

	combination of accounts, lien or other right to which any party is at any time otherwise entitled (whether by operation of law, contract or otherwise).”

(e)	Relationship Between the Parties

	Each Party will be deemed to represent to the other party on the date on which it enters into a Transaction that (absent a written agreement between the parties that expressly imposes affirmative obligations to the contrary for that Transaction):

	(a)	*Non-Reliance*. It is acting for its own account, and it has made its own independent decisions to enter into that Transaction and as to whether that Transaction is appropriate or proper for it based upon its own judgement and upon advice from such advisors as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into that Transaction, it being understood that information and explanations related to the terms and conditions of a Transaction shall not be considered investment advice or a recommendation to enter into that Transaction. No communication (written or oral) received from the other party shall be deemed to be an assurance or guarantee as to the expected results of that Transaction.

	(b)	*Assessment and Understanding*. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of that Transaction. It is also capable of assuming, and assumes, the risks of that Transaction.

	(c)	*Status of Parties*. The other party is not acting as a fiduciary or an advisor to it in respect of that Transaction.

(f)	Recording of Conversations. Each party (i) consents to the recording of the telephone conversations of its trading and marketing personnel in connection with this Agreement or any potential Transaction; (ii) agrees to obtain any necessary consent of, and give notice of such recording to, such personnel and (iii) agrees that any such recordings may be submitted in evidence in any Proceedings relating to this Agreement.

(g)	Electronic Confirmations. Where a Transaction is confirmed by means of an electronic messaging system that the parties have elected to use to confirm such Transaction (i) such Confirmation will constitute a “Confirmation” as referred to in the this Agreement even where not so specified in the confirmation, (ii) such Confirmation will supplement, form part of, and be subject to this Agreement (unless such Confirmation shall expressly state otherwise) and (iii) the definitions and provisions contained in the 1998 ISDA FX and Currency Option Definitions (as published by the International Swap Dealers Association, Inc.) will be incorporated into the Confirmation if the Transaction is an FX Transaction or Currency Option. In the event of any inconsistency between the Definitions applicable pursuant to clause (iii) of this subsecti on and this Agreement, the Confirmation will prevail for the purpose of the relevant Transaction.

Banco Santander Capital Hispano, S.A.				Sacyr Vallehermoso Participaciones Mobiliarias, S.L.U.
Banco Santander Capital Hispano, S.A.

By: /s/_______________________				By: /s/_______________________
Name:				Name:
Title:				Title:
Date:				Date:


By: /s/_______________________				By: _________________________
Name:				Name:
Title:				Title:
Date:				Date:

		CONFIRMATION
DATE:		October 13, 2006
TO:		SACYR VALLEHERMOSO PARTICIPACIONES MOBILIARIAS, S.L.U.
FROM:		BANCO SANTANDER CENTRAL HISPANO, S.A.
SUBJECT:		SWAP TRANSACTION

1.	The terms of the particular Transaction to which this Confirmation relates are as follows:

General Terms:
Trade Date:		13 October, 2006
Effective Date:		18 October, 2006
Termination Date:		The Cash Settlement Payment Date.
Shares:		Shares of REPSOL YPF S.A. shares (REUTERS Code:
		“REP MC”)
Exchange:		Madrid, Bilbao, Barcelona, and Valencia Exchanges (Sistema
		de Interconexión Bursátil).
Related Exchange:		Meff Renta Variable (MEFF RV).

Equity Amount Payer:	Santander: 46,034,904
Number of Shares:
Equity Notional Amount:	EUR 1,203,237,303.30 (the Number of Shares times the Initial Price)
Equity Notional Reset:	Not Applicable
Type of Return:	Total Return
Initial Price:	EUR 26.1375
Final Price:	In respect of the Valuation Date, means the weighted average price of the Shares on the Exchange as determined by the Calculation Agent.

Valuation Time:	At the Scheduled Closing Time
Valuation Date:	9 January, 2007
Dividend Period:	Second Period
Dividend Amount:	Paid Amount multiplied by Number of Shares.
Dividend Payment Dates:	The Currency Business Day following the day on which
	payment is made by the Issuer to holders of record of the
	Shares.
Re-investment of Dividends:	Not applicable.

Floating Amount Payer:		Counterparty
Notional Amount:		The Equity Notional Amount
Payments Dates:		The Cash Settlement Payment Date
Floating rate Option:		EUR-EURIBOR-TELERATE
Designated Maturity:		3 month
Spread:		plus 25 bps
Floating Rate Day Count
Fraction:		Actual/360

Reset Date:	The first date of each Calculation Period
Business Days:	TARGET Settlement Day
Compounding:	Inapplicable
Settlement Terms:
Cash Settlement:	Applicable
Settlement Currency:	EUR
Cash Settlement Payment
Date:	Three Currency Business Days following the Valuation Date
Adjustments:
Method of Adjustment:	Calculation Agent Adjustment
Extraordinary Events:
Consequences of Merger Events:
Share-for-Share:		Modified Calculation Agent Adjustment
Share-for-Other:		Modified Calculation Agent Adjustment
Share-for-Combined:		Modified Calculation Agent Adjustment
Tender Offer:		Applicable including, for the avoidance of
		doubt, the Tender Offers already launched
		over the Shares or any modification thereof.
Consequences of Tender Offers:
Share-for-Share:		Modified Calculation Agent Adjustment
Share-for-Other:		Modified Calculation Agent Adjustment
Share-for-Combined:		Modified Calculation Agent Adjustment
Composition of Combined Consideration:		Not Applicable
Nationalization, Insolvency or Delisting:		Cancellation and Payment (Calculation
		Agent Determination)
Additional Disruption Events:

Change in Law:		Applicable
Insolvency Filing:		Not Applicable
Hedging Disruption:		Not Applicable
Increased Cost of Hedging:		Not Applicable
Loss of Stock Borrow:		Not Applicable
Increased Cost of Stock Borrow:		Not Applicable

4.	Offices:

	The Office of Santander for the Transaction is: Ciudad Grupo Santander, Avenida de Cantabria s/n, Edificio Amazonia planta 1, 28660 Boadilla del Monte (Madrid) Attn. D. Ignacio Cepeda The Office of Counterparty for the Transaction is: Paseo de la Castellana 83-85, 28046 Madrid, Attn. D. José Puelles

5.	Other Provisions:

	a)	Non Reliance: Applicable

	b)	Agreement and Acknowledgements Regarding Hedging Agreements: Applicable

	c)	Additional Acknowledgements: Applicable

DATE:		October 17, 2006
TO:		SACYR VALLEHERMOSO PARTICIPACIONES MOBILIARIAS, S.L.U
FROM:		BANCO SANTANDER CENTRAL HISPANO, S.A.
SUBJECT:		SWAP TRANSACTION

Shares:		Shares of REPSOL YPF S.A. shares (REUTERS
		Code: “REP.MC”)
Exchange:		Madrid, Bilbao, Barcelona, and Valencia Exchanges
		(Sistema de Interconexión Bursátil).
Related Exchange:		Meff Renta Variable (MEFF RV).
Equity Amounts Payable by Santander:
Equity Amount Payer:		Santander.
Number of Shares:		9,338,144
Equity Notional Amount:		EUR 241,577,785.28 (the Number of Shares times
		the Initial Price)
Equity Notional Reset:		Not Applicable
Type of Return:		Total Return
Initial Price:		EUR 25.8700
Final Price:		In respect of the Valuation Date, means the
		weighted average price of the Shares on the
		Exchange as determined by the Calculation Agent.
Valuation Time:		At the Scheduled Closing Time
Valuation Date:		9 January, 2007
Dividend Period:		Second Period
Dividend Amount:		Paid Amount multiplied by Number of Shares.
Dividend Payment Dates:		The Currency Business Day following the day on
		which payment is made by the Issuer to holders of
		record of the Shares.
Re-investment of Dividends:		Not Applicable.
Floating Amounts Payable by
Counterparty
Floating Amount Payer:		Counterparty
Notional Amount:		The Equity Notional Amount

2.	Calculation Agent: SANTANDER

3.	Account Detail:
	Account for payments to Santander:	To be advised
	Account for payments to Counterparty:	To be advised

4.	Offices:

	The Office of Santander for the Transaction is: Ciudad Grupo Santander, Avenida de Cantabria s/n, Edificio Amazonia planta 1, 28660 Boadilla del Monte (Madrid) Attn. D Ignacio Cepeda

	The Office of Counterparty for the Transaction is:
	Paseo de la Castellano 83-85, 28046 Madrid, Attn. D. José Puelles

5.	Other Provisions:

	a) Non Reliance: Applicable

b)	Agreements and Acknowledgements Regarding Hedging Agreements: Applicable

c)	Additional Acknowledgements: Applicable

		CONFIRMATION
DATE:		OCTOBER 25, 2006
TO:		SACYR VALLEHERMOSO PARTICIPACIONES MOBILIARIAS, S.L.U.
FROM:		BANCO SANTANDER CENTRAL HISPANO, S.A.
SUBJECT:		EARLY TERMINATION OF SWAP TRANSACTION

		Very truly yours,

	Banco Santander Central Hispano, S.A.

/s/ Deborah Marijuán Varona	By: /s/ Marta Fernández Larrumbe

By: Deborah Marijuán Varona	Marta Fernández Larrumbe Authorized Signature Firma Autorizada
Authorized signature
Firma autorizada

Trade Date:		12 October 2006
Effective Date:		17 October 2006
Shares:		Shares of Repsol YPF, S.A.
Number of Shares:		7,626,952

a)	Equity

	-Share final price for early termination:	Euro 25.5780 per Share (the
		execution price at which Santander
		has executed its delta)

	-Share initial price:	Euro 25.4685 per Share

	-Number of Shares outstanding in the
	Transaction (NSO):	4,626,952

b)	Interest

	(Euribor [3.499%] + 0.25%)* 117,841,527 * 13 days = 159,534,51 – Interest Termination Amount.

c)	Termination Amount = 506,651 24 – 159,534,51 = 347,116.73

BANCO SANTANDER CENTRAL HISPANO, S.A.

By:	/s/ Marta Fernandez Larrumbe	/s/ Deborah Marijuan Varona
	AUTHORIZED SIGNATURE	AUTHORIZED SIGNATURE
Title: