SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.    )*

 

 

 

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Pampa is currently evaluating the possibility, after the completion of the Offers, of merging Pampa with the Issuer, with Pampa as the surviving company (the “Potential Merger”), which shall be submitted for consideration of the board of directors and shareholders’ meetings of both companies once a full analysis has been concluded. If the Potential Merger occurs, holders of Class B Shares and ADSs will receive Common Shares of Pampa or American depositary shares representing Common Shares of Pampa, as the case may be. The Potential Merger is subject to a number of conditions, including shareholder meeting approval, and as a result Pampa can provide no assurances as to when it will consummate the Potential Merger or whether the Potential Merger will be consummated at all.

If the Potential Merger is approved, Pampa intends to take the steps necessary to obtain the authorization of the Argentine National Securities Commission (Comisión Nacional de Valores) for the delisting of the Class B Shares from the Buenos Aires Stock Exchange (Mercado de Valores de Buenos Aires S.A.), deregister and delist the Class B Shares and the ADSs under the Exchange Act and from the NYSE and terminate the deposit agreement for the ADSs.

Even if the Potential Merger is not approved and the Issuer does not obtain deregistration and delisting of the Class B Shares in Argentina, Pampa may decide to cause the Issuer to delist from the NYSE, terminate the deposit agreement for the ADSs and deregister the Class B Shares and the ADSs under the Exchange Act. The decision would depend on the results of the Offers and on Pampa’s management’s evaluation of the public float, trading volumes and liquidity of the ADSs after completion of the Offers.

Item 5.  Interest in Securities of the Issuer

(a)     Pampa may be deemed to have the following beneficial ownership interests in the Class B Shares:

(1)     Percentage based on 2,019,236,820 Class B Shares outstanding as of March 31, 2016, as set forth in the Issuer’s annual report for the year ended December 31, 2015, filed with the Securities and Exchange Commission on April 29, 2016 (File No. 333‑155319).

(2)     Represented by 135,679,155 ADSs.  PPSL is a wholly-owned subsidiary of Pampa, and thus Pampa may be deemed to indirectly beneficially own all Class B Shares (including Class B Shares represented by ADSs) directly beneficially owned by PPSL.

(b)     Pampa may be deemed to have the sole power to vote and direct the disposition of 1,356,791,556 Class B Shares, represented by 135,679,155 ADSs.

(c)     Not applicable.

(d)     Not applicable.

(e)     Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Pursuant to the Bridge Loan Credit Facility, Pampa agreed to pledge the ADSs held by PPSL as collateral securing Pampa’s repayment obligations thereunder. The Bridge Loan Credit Facility contains default and similar provisions that are standard for such agreements. The lenders thereunder may not exercise voting or dispositive powers over the pledged ADSs prior to an event of default under the Bridge Loan Credit Facility.

Pampa will repay the Emes Convertible Loan by transferring a portion of PPSL’s debt acquired by Pampa from Petrobras Netherlands at closing of the Transaction. PPSL will repay such loan in-kind by transferring a portion of the ADSs to Emes. Emes has agreed to either (i) tender its ADSs (in the form of either ADSs or Class B Shares) in the Exchange Offer in exchange for equity securities of Pampa or (ii) receive equity securities of Pampa upon the consummation of the Potential Merger.

Pursuant to a loan of up to U.S.$25 million from Grupo Mtres S.A., a corporation (sociedad anónima) organized under the laws of Uruguay (“Mtres”), that Pampa entered into on July 26, 2016, attached as Exhibit 5 (the “Mtres Convertible Loan”), Pampa may voluntarily prepay the Mtres Convertible Loan at any time, in whole but not in part, without penalty or premium, by transferring Class B Shares or ADSs to Mtres in lieu of cash. Pampa may use the proceeds of the Mtres Convertible Loan to fund a portion of the cash consideration to be paid in the Cash Tender Offer.

 

Other than as described in this Item 6, which are incorporated herein by reference, and in the agreements attached as exhibits hereto, to the best knowledge of Pampa, there are no contracts, arrangements, understandings or relationships (legal or otherwise), including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, between either Reporting Person and any other person, with respect to any securities of the Issuer.

 

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: August 5, 2016

PAMPA ENERGÍA S.A.

By:       /s/ Gustavo Mariani           
Name:  Gustavo Mariani
Title:     Co-Chief Executive Officer

 

Page 6 of 6 Pages

July 26, 2016

 

Pampa Energía S.A.

Ortiz de Ocampo 3302, Edificio 4

C1425DSR, Buenos Aires

Argentina

 

Re: Offer PESA N°20/2016 Bridge Facility Senior Secured Bridge Loan Agreement

 

Ladies and Gentlemen:

 

Each of the Joint Lead Arrangers, Joint Bookrunners, Mandated Lead Arrangers and the Arranger (each, as defined in Annex A hereto), the Lenders (as defined in Annex A hereto), the Administrative Agent (as defined in Annex A hereto), the Collateral Agent (as defined in Annex A hereto), the Argentine Paying Agent (as defined in Annex A hereto) and the Argentine Collateral Agent (as defined in Annex A hereto, and together with the Joint Lead Arrangers, the Lenders, the Administrative Agent, the Collateral Agent and the Argentine Paying Agent “we”, “us” or “our”) are pleased to submit to Pampa Energía S.A. (“Pampa”, the “Borrower” or “you”) this irrevocable offer (the “Offer PESA N°20/2016”) regarding the intentions of Pampa to enter into the senior secured term loan facility under the terms and conditions contained herein.

This Offer PESA N°20/2016 shall be deemed accepted upon receipt by us not later than 11:59 p.m., New York City time, on the Expiration Date (as defined below), of a written notice from you in the form of Annex B hereto.

Upon acceptance of this Offer PESA N°20/2016 as provided in the immediately preceding paragraph, the terms and conditions of this Offer PESA N°20/2016 attached as Annex A hereto (the “Terms and Conditions”) shall be binding upon and inure to the benefit of the parties hereof, and each of you and us shall be deemed to have accepted, acknowledged and agreed to any and all such Terms and Conditions, which shall constitute the entire agreement between us and you relating to the subject matter thereof and shall supersede any and all previous agreements and understandings, oral or written, relating to the subject matter thereof.

Delivery of an executed counterpart of a signature page to this Offer PESA N°20/2016 by telecopy, facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart of this offer letter.

This Offer PESA N°20/2016 shall expire at 11:59 p.m., New York City time, on July 26, 2016 (the “Expiration Date”), if not accepted in accordance with preceding paragraphs.

[Signature pages follow]

 

Sincerely,

 

 

ADMINISTRATIVE AGENT

 

CITIBANK, N.A.

By:  /s/ Albert Mari Jr.                                   

Name:  Albert Mari Jr.                                   

Title:  Vice President                                     

COLLATERAL AGENT

 

CITIBANK, N.A.

By:  /s/ Albert Mari Jr.                                   

Name:  Albert Mari Jr.                                   

Title:  Vice President                                       

 

 

ARGENTINE PAYING AGENT

 

CITIBANK, N.A., ARGENTINE BRANCH

By:  /s/ Federico Elewaut                               

Name:  Federico Elewaut                              

Title:  Attorney-in-Fact                                  

ARGENTINE COLLATERAL AGENT

 

CITIBANK, N.A., ARGENTINE BRANCH

By:  /s/ Federico Elewaut                               

Name:  Federico Elewaut                               

Title:  Attorney-in-Fact                                  

 

 

 

LENDERS

 

CITIBANK, N.A. (acting through its International Banking Facilities)

By:  /s/ Adrian Guzzoni                                 

Name:  Adrian Guzzoni                                 

Title: Director Latin American Credit Market

By:                                                                 

Name:                                                             

Title:                                                               

DEUTSCHE BANK AG, LONDON BRANCH

By:  /s/ Bradshaw McKee                              

Name:  Bradshaw McKee                              

Title:  M.D                                                     

By:  /s/ Shrikant Padmanabhen                      

Name:  Shrikant Padmanabhen                      

Title:  M.D                                                       

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK

By:  /s/ Rose Mary Perez                               

Name:  Rose Mary Perez                               

Title:  Director                                                 

By:  /s/ Jaime Frontera                                    

Name:  Jaime  Frontera                                   

Title:  Managing Director                                

 

 

 

LENDERS

 

BANCO DE GALICIA Y BUENOS AIRES S.A.

By:  /s/ Ignacio Badaloni                               

Name:  Ignacio Badaloni                                

Title:  Corporate Banking Head                     

By:                                                                 

Name:                                                             

Title:                                                               

BANCO HIPOTECARIO S.A.

By:  /s/ Guillermo Miedan                             

Name:  Guillermo Miedan                             

Title:  Attorney-in-Fact                                   

By:  /s/ Horacio Luibcagliani                       

Name:  Horacio Luibcagliani                       

Title:  Attorney-in-Fact                                   

 

INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, DUBAI (DIFC) BRANCH

By:  /s/ Zhang Junguo                                    

Name:  Zhang Junguo                                    

Title:  Deputy General Manger                      

By:                                                                 

Name:                                                             

Title:                                                               

 

 

 

ANNEX A

TERMS AND CONDITIONS TO THE OFFER PESA N°20/2016

(see attached)

 

 

TABLE OF CONTENTS
		Page
Section 1.	Definitions and Principles of Construction	1
1.1	Defined Terms	1
1.2	Principles of Construction	33
Section 2.	Amount and Terms of Credit	34
2.1	The Facilities	34
2.2	Notice of Borrowing	35
2.3	Several Obligations; Certain Remedies Independent	36
2.4	Checks	36
2.5	Use of Proceeds	37
2.6	Termination and Reduction of Commitments	37
2.7	Interest	38
2.8	Illegality	39
2.9	Increased Costs and Reduction of Return	39
2.10	Break Funding	40
2.11	Inability to Determine Rates	41
2.12	Defaulting Lenders	42
Section 3.	Fees	43
3.1	Fee Letters	43
3.2	Ticking Fees	43
3.3	Duration Fees	43
Section 4.	Prepayments; Payments	43
4.1	Scheduled Repayment	43
4.2	Voluntary Prepayments	44
4.3	Mandatory Prepayments	44
4.4	Payments Generally	46
4.5	Application of Payments	47
4.6	Payments by Agents to Lenders	47
4.7	Application of Insufficient Payment	48
4.8	Non-Business Days	48
4.9	Pro Rata Treatment	48
4.10	Computations	48
4.11	Interest Rate Limitation	48
4.12	Non-Receipt of Funds by Agents	49
4.13	Set-Off; Sharing Among Lenders	49
4.14	Taxes	50

 

4.15	Mitigation Obligations; Replacement of Lenders	53
Section 5.	Conditions Precedent	54
5.1	Conditions Precedent to Closing Date	54
5.2	Conditions Precedent to Release Date	56
5.3	Conditions Precedent to Exchange Offer Date	58
5.4	Conditions Precedent to Tender Offer Date	59
Section 6.	Representations, Warranties and Agreements	60
6.1	Legal Status	60
6.2	Power and Authority	60
6.3	No Immunity; Commercial Acts	61
6.4	No Violation	61
6.5	Compliance with Laws	61
6.6	Approvals	62
6.7	Litigation	62
6.8	Security Documents	62
6.9	Financial Statements; No Material Adverse Change	63
6.10	Properties; Insurance	63
6.11	Material Agreements; Liens	64
6.12	Intellectual Property	64
6.13	Priority of Obligations	64
6.14	True and Complete Disclosure	64
6.15	ERISA; ANSES	64
6.16	Labor Relations	65
6.17	Tax Returns and Payments	65
6.18	Availability and Transfer of Foreign Currency	65
6.19	Legal Form; Enforcement	65
6.20	Withholding Taxes	66
6.21	Indebtedness	66
6.22	Environmental Matters	66
6.23	Investment Company Act	67
6.24	Use of Proceeds	67
6.25	Solvency	67
6.26	Subsidiaries	67
6.27	No Default	67
6.28	Acquisition Agreement	67
Section 7.	Affirmative Covenants	68
7.1	Information Covenants	68
7.2	Compliance with Laws	70
7.3	Rank of Obligations	70
7.4	Books and Records	70
7.5	Payment of Taxes	71

 

7.6	Inspection	71
7.7	Maintenance of Property, Insurance	72
7.8	Maintenance of Existence; Conduct of Business	72
7.9	Maintenance of Consents and Approvals	72
7.10	Performance of Obligations	72
7.11	Acquisition and Merger Transactions	73
7.12	Maintenance of Collateral; Further Assurances	73
7.13	[Reserved]	75
7.14	Take-Out Debt	75
7.15	Exchangeable Loans	75
7.16	Target Minimum Cash Amount	76
7.17	Establishment and Maintenance of Cash Collateral Account	76
7.18	Engagement of Joint Lead Arrangers	77
Section 8.	Negative Covenants	77
8.1	Indebtedness	77
8.2	Liens	79
8.3	Consolidations, Mergers	81
8.4	Sales of Assets; Sale-Leaseback Transactions	81
8.5	Advances, Contingent Obligations, Investments and Loans	82
8.6	No Change in Line of Business	83
8.7	Dividend; Restrictions on Subsidiary Dividends; Restricted Payments of
	Indebtedness	83
8.8	Transactions with Affiliates	84
8.9	Changes in Accounting Practices	85
8.10	Modification or Termination of Merger Agreements	85
8.11	Maximum Debt to EBITDA Ratio of the Borrower	85
8.12	Maximum Debt to EBITDA Ratio of the Target	85
8.13	Use of Proceeds	85
8.14	Certain Subsidiaries	86
8.15	Check Account	86
8.16	PPSL Holding Company Covenant	86
Section 9.	Events of Default	86
9.1	Payments	86
9.2	Representations	87
9.3	Covenants	87
9.4	Default Under Other Agreements	87
9.5	Judgments	87
9.6	Non-Monetary Judgments	87
9.7	Bankruptcy, etc	87
9.8	Proceedings	88
9.9	Governmental Approval	88
9.10	Credit Documents	88
9.11	Cancellation of Payment Obligation	88

 

9.12	Expropriation Event	88
9.13	Change of Control	88
9.14	Environmental Matters	89
9.15	Collateral	89
9.16	Merger Approval	89
9.17	Amendments to Other Financing Sources	89
Section 10.	The Agents	89
10.1	Authorization and Action	89
10.2	Agent s Reliance	92
10.3	Agents and Affiliates	92
10.4	Lender Credit Decision	92
10.5	Indemnification	93
10.6	Successor Agent	93
10.7	Jurisdiction	94
10.8	Enforcement	94
10.9	Funding in Escrow	94
10.10	Administrative Agent Closing Date Certificate	95
Section 11.	Notices, Communications, Confidentiality and Treatment of Information	96
11.1	Notices	96
11.2	Posting of Approved Electronic Communications	98
11.3	Confidentiality	99
11.4	Treatment of Information	100
Section 12.	Miscellaneous	101
12.1	Payment of Expenses, etc	101
12.2	Indemnity	102
12.3	Assignment of the Loans	104
12.4	No Waiver; Remedies Cumulative	108
12.5	Governing Law; Submission to Jurisdiction; Venue	108
12.6	Obligation to Make Payments in Specified Currency	109
12.7	English Language	110
12.8	Counterparts	110
12.9	Amendment or Waiver	110
12.10	Survival	112
12.11	WAIVER OF JURY TRIAL	112
12.12	Entire Agreement	112
12.13	Severability	112
12.14	No Fiduciary Relationship	112
12.15	USA PATRIOT Act	113
12.16	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	113
12.17	Notarization	114
12.18	Executive Proceedings	114

 

12.19	Translation	114
12.20	Certain Matters Regarding Collateral	114

v

 

Schedule 2.1               Commitments

Schedule 6                  Disclosure Letter

Schedule 6.6               Approvals

Schedule 6.7               Litigation

Schedule 6.11(b)         Liens

Schedule 6.21             Indebtedness

Schedule 6.26             Subsidiaries

Schedule 6.28             Acquisition Agreement

Schedule 8.5(b)           Investments

Schedule 8.8               Transactions with Affiliates

 

EXHIBIT A                Form of Notice of Borrowing

EXHIBIT B                Form of Check

EXHIBIT C                Form of Officer’s Certificate

EXHIBIT D                Form of Solvency Certificate

EXHIBIT E                Form of Borrower Closing Date Certificate

EXHIBIT F                Form of Assignment and Assumption

EXHIBIT G-1            Form of PPSL Pledge and Security Agreement

EXHIBIT G-2            Form of PPSL Securities Account Control Agreement

EXHIBIT H-1            Form of Borrower Pledge and Security Agreement

EXHIBIT H-2            Form of Borrower Securities Account Control Agreement

EXHIBIT H-3            Form of Collateral Account Control Agreement

EXHIBIT I                 Form of Borrower Pledge Agreement of IEASA Shares

EXHIBIT J                 Form of Borrower Pledge Agreement of PEPASA Shares

EXHIBIT K                Form of Borrower Pledge Agreement of PPSL Shares

EXHIBIT L                Subordination Terms

EXHIBIT M               Form of Administrative Agent Closing Date Certificate

 

vi

 

WHEREAS, the Borrower has requested that the Lenders provide a term loan facility to the Borrower in order to finance the consummation of, and the payment of fees, costs and expenses incurred in connection with (i) the Acquisition and (ii) the Tender Offer, and the Lenders have indicated their willingness to make such facility available on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and mutual agreements hereinafter contained, the parties hereto hereby agree as follows:

Section 1.                Definitions and Principles of Construction.

1.1              Defined Terms.  As used in this Agreement, the following terms shall have the following meanings:

“%EM” shall mean the cash reserve percentage that is required for financial institutions in connection with 30 days’ time deposits made by clients, as in effect as of the relevant Interest Determination Date.

“Account Bank” shall mean Citibank, N.A., in its capacity as account bank under certain Security Documents.

“Acquired Shares” shall mean 1,356,791,556 Class B shares of the Target (and/or American Depositary Shares representing such shares).

“Acquisition Consideration” shall mean the “purchase price” required to be paid by the Borrower to the Seller, under and as defined in the Acquisition Agreement.

“Acquisition” shall mean the purchase by the Borrower of 100% of the outstanding Capital Stock of PPSL which, in turn, owns 67.1933% of the outstanding Capital Stock of the Target, as consummated pursuant to the Acquisition Agreement.

“Acquisition Agreement” shall mean the Share Purchase Agreement, dated as of May 13, 2016, among the Seller and the Borrower, as purchaser.

“Additional Exchangeable Loans” shall have the meaning provided in the definition of “Other Financing Source”.

“Administrative Account” shall mean (a) for payments in Dollars, the account of the Administrative Agent at Citibank, N.A., ABA Number:                 (Swift Code             ), Acct. Name: Agency / Medium Term Finance, Account Number:                  , Ref: Global Loans / Agency (Pampa Energía), and (b) for payments in Pesos, the account of the Argentine Paying Agent at Central Bank, Acct. Name: The Branch of Citibank N.A. in Argentina, Account Number:             , Ref: Pampa Energía, or, in each case, such other account as may be designated by the Administrative Agent or the Argentine Paying Agent to the Borrower from time to time in writing.

“Administrative Agent” shall mean Citibank, N.A., as administrative agent.

 

“Administrative Questionnaire” shall mean an administrative questionnaire in a form supplied by the Administrative Agent or the Argentine Paying Agent, as applicable.

“Affected Interest Period” shall have the meaning provided in Section 2.11.

“Affected Lender” shall have the meaning provided in Section 2.11(b).

“Affiliate” shall mean, with respect to any Person, (a) any other Person that is directly or indirectly Controlled by, under common control with or controls such Person; (b) any other Person owning beneficially or Controlling ten percent or more of the Voting Stock of such Person; or (c) any officer, director or partner of such Person.  As used in this definition, the term “control” shall mean possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of partnership interests or voting securities, by contract or otherwise.

“Agents” shall mean, collectively, the Administrative Agent, the Collateral Agent, the Argentine Paying Agent and the Argentine Collateral Agent or any or all of them, as the case may be.

“Agreement” shall mean this Senior Secured Bridge Loan Agreement.

“ANSES” shall mean the Administración Nacional de la Seguridad Social of Argentina.

“Anti-Corruption Laws” shall mean (a) the United States Foreign Corrupt Practices Act of 1977; (b) the United Kingdom Bribery Act of 2010 and (c) any other similar Law relating to bribery or corruption, including those of Argentina.

“Anti-Money Laundering Laws” shall mean any Law related to money laundering or terrorism financing, including (a) 18 U.S.C. §§ 1956 and 1957; and (b) the Bank Secrecy Act, 31 U.S.C. §§ 5311 et seq., as amended by the USA PATRIOT Act, and its implementing regulations and (c) any other similar Law or regulation including those of Argentina.

“Applicable Margin” shall mean, (i) for Peso Loans, 5.50% per annum, (ii) for the Collateralized Portion of Dollar Loans, 1.50% per annum and (iii) for the Uncollateralized Portion of Dollar Loans in respect of each of the periods described below, the percentage per annum set forth directly opposite such period:

2

 

 

“Approved Electronic Communications” shall mean each Communication that any Loan Party is obligated to provide to the Administrative Agent pursuant to any Credit Document or the transactions contemplated therein, including any financial statement, financial and other report, notice, request, certificate and other information material; provided that, solely with respect to delivery of any such Communication by any Loan Party to the Administrative Agent, and without limiting or otherwise affecting either the Administrative Agent’s right to effect delivery of such Communication by posting such Communication to the Approved Electronic Platform or the protections afforded hereby to the Administrative Agent, the term “Approved Electronic Communications” shall exclude (a) the Notice of Borrowing, (b) any notice of optional prepayment pursuant to Section 4.2 and any other notice relating to the payment of any principal or other amount due under any Credit Document prior to the scheduled date therefor, (c) all notices of any Default or Event of Default and (d) any notice, demand, communication, information, document and other material required to be delivered to satisfy any of the conditions set forth in Section 5 or any other condition to any Borrowing or any condition precedent to the effectiveness of this Agreement.

“Approved Electronic Platform” shall have the meaning provided in Section 11.2(a).

“Approved Fund” shall mean any Fund that is administered or managed by (i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an Affiliate of an entity that administers or manages a Lender.

“Argentina” shall mean the Republic of Argentina.

“Argentine Collateral Agent” shall mean Citibank, N.A, Argentina Branch, as Argentine Collateral Agent.

“Argentine Paying Agent” shall mean Citibank, N.A, Argentina Branch, as Argentine Paying Agent.

“Arranger” shall mean Banco Hipotecario S.A.

“Asset Disposition” shall mean, with respect to any Property of any Person, to sell, lease, assign, transfer or otherwise dispose of, directly or indirectly such Property by such Person, or enter into any sale-leaseback transaction in respect of such Property by such person, other than:

(i)                 liquidations or other dispositions of obsolete or worn-out Property in the ordinary course of business of such Person;

3

 

(ii)               dispositions of inventory in the ordinary course of business of such Person;

(iii)             transactions permitted under Sections 8.3 and 8.5;

(iv)             any such transaction (x) from a Subsidiary to the Borrower, (y) from a Significant Subsidiary (other than the Target) to another Significant Subsidiary (other than Edenor or PEPASA) or (z) from the Borrower to any Subsidiary that becomes a Significant Subsidiary (other than, following the Merger, any such transaction involving assets acquired by the Borrower in the Merger);

(v)               leases of real or personal property in the ordinary course of business;

(vi)             dispositions of cash or Cash Equivalents in exchange for cash or Cash Equivalents in the ordinary course of business of such Person;

(vii)           the sale or discount of accounts receivable arising in the ordinary course of business for fair market value in connection with the compromise or collection thereof; and

(viii)         sales, transfers or dispositions of Property disposition in a transaction or series of related transactions of assets with a Fair Market Value of less than $500,000.

“Asset Taxes” shall mean the aggregate amount payable by the direct and indirect shareholders of the Borrower in respect of personal asset taxes (or equivalent taxes) solely in connection with the ownership of the Borrower for any fiscal year of such shareholders.

“Assignment and Assumption” shall mean an assignment and assumption entered into by a Lender and an Eligible Assignee, in substantially the form of Exhibit F or any other form approved by the Administrative Agent.

“Authorized Officer” shall mean, with respect to any Person, the Chairman, Vice Chairman, President, any Vice President, Chief Financial Officer, General Manager or Secretary of such Person.

“Badcor Rate” shall mean, with respect to each Interest Period for the Peso Loans, the BADLAR rate, adjusted as follows and calculated as of 11:00 a.m. (Buenos Aires time) on the Interest Determination Date for such Interest Period by the Argentine Paying Agent:

[BADLAR-(%EM*Central Bank Rate)+SEDESA] + (%EM* Central Bank Rate *IIBB)

[(1-EM)*(1-IIBB)]

“BADLAR” shall mean the average interest rate (tasa pasiva) applicable to 30 to 35 days’ term deposits of ARS1,000,000 (Pesos one million) or more with private financial institutions located in the City of Buenos Aires or the Greater Buenos Aires area (as set forth on the webpage of the Central Bank), resulting from the survey made by the Central Bank which is published daily by the Central Bank. In order to determine the Badcor Rate, the Argentine Paying Agent shall calculate the simple average of the last five (5) interest rates published by the Central Bank, including, if available, the interest rate published as of 1:00 p.m. (Buenos Aires City time) on the relevant Interest Determination Date.

4

 

“Bail-In Action” shall mean the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

“Bail-In Legislation” shall mean, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“Banco do Brasil Contracts” shall mean (i) that certain International Standby Letter of Credit, dated December 16, 2015, between Banco do Brasil S.A. London Branch and Petrobras Argentina S.A., in favor of Deutsche Bank Trust Company Americas and (ii) that certain International Standby Letter of Credit, dated August 14, 2015, between Banco do Brasil S.A. London Branch and Petrobras Argentina S.A., in favor of Citibank N.A., or, in each case, any extension or replacement thereof.

“Bankruptcy Code” shall mean the United States Federal Bankruptcy Code of 1978.

“Base Rate” shall mean, for any day, the rate per annum equal to the higher of (a) the Federal Funds Rate for such day plus 0.5%, (b) the Prime Rate for such day and (c) LIBOR for a one-month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1.00%; provided, that LIBOR for any day shall be determined at approximately 11:00 a.m. (London time) on such date.  Any changes in the Base Rate due to a change in the Prime Rate, the Federal Funds Rate or LIBOR shall be effective on the effective date of such change in the Prime Rate, Federal Funds Rate or LIBOR.

“Borrower” shall mean Pampa Energía S.A., a sociedad anónima organized and existing under the laws of Argentina.

“Borrower Pledge Agreement of IEASA Shares” shall mean the pledge agreement over the shares of IEASA among the Borrower, the Lenders and the Argentine Collateral Agent, in the form of Exhibit I, as amended or supplemented from time to time.

“Borrower Pledge Agreement of PEPASA Shares” shall mean the pledge agreement over the shares of PEPASA among the Borrower, the Lenders and the Argentine Collateral Agent, in the form of Exhibit J, as amended or supplemented from time to time.

“Borrower Pledge Agreement of PPSL Shares” shall mean the pledge agreement over the shares of PPSL among the Borrower and the Collateral Agent, in the form of Exhibit K-1, as amended or supplemented from time to time.

5

 

“Borrower Pledge and Security Agreement” shall mean the pledge and security agreement among the Borrower and the Collateral Agent, in the form of Exhibit H-1, as amended or supplemented from time to time.

“Borrower Securities Account Control Agreement” shall mean the Securities Account Control Agreement among the Borrower, the Securities Intermediary and the Collateral Agent, in the form of Exhibit H-2, as amended or supplemented from time to time.

“Borrower’s Cash Requirement” shall mean the use by the Borrower on the Release Date of cash on hand in an aggregate amount of at least $203,000,000 to pay the Acquisition Consideration; provided that the Borrower’s Cash Requirement shall include the initial deposit made by the Borrower upon the signing of the Acquisition Agreement to the extent such deposit is applied to pay the Acquisition Consideration in accordance with the terms of the Acquisition Agreement; provided, further, that the Borrower shall use additional cash on hand to pay any amounts that become due to Seller as a result of an adjustment to the Acquisition Consideration after the Closing Date.

“Borrowing” shall mean each borrowing of the Loans from the Lenders as provided for in Section 2.1.

“Business Day” shall mean (a) for all purposes other than as covered by clause (b) below, any day except Saturday, Sunday and any day which shall be in New York, New York, London, England and, (i) solely in the case of Borrowings or payments in respect of Peso Loans and Peso Commitments, Buenos Aires, Argentina and (ii) solely in the case of the disbursement of Loans under Section 2.1, Luxembourg, a legal holiday or a day on which banking institutions are authorized or required by Law or other government action to close in any such city and (b) with respect to all notices and determinations in connection with, and payments of principal and interest on, the Loans, any day which is a Business Day described in clause (a) above and which is also a day for trading by and between banks in the London interbank Eurodollar market.

“CAM” shall mean the mechanism for the allocation and exchange of interests in the Loans and collections thereunder established pursuant to Section 12.20 of this Agreement.

 “CAM Exchange” shall mean the exchange of the Lenders’ interests provided for in Section 12.20(b) of this Agreement.

“CAM Exchange Date” shall mean the date on which (a) any event referred to in Section 9.7 or 9.8 shall occur or (b) an acceleration of the maturity of the Loans pursuant to Section 9 shall occur.

“CAM Percentage” means, as to each Lender, a fraction, expressed as a decimal, of which (a) the numerator shall be the aggregate amount (as so reasonably determined by the Administrative Agent) of the Obligations owed to such Lender, whether or not at the time due and payable, and (b) the denominator shall be the aggregate amount (as so reasonably determined by the Administrative Agent) of the Obligations owed to all the Lenders, whether or not at the time due and payable.  The Administrative Agent shall be entitled to engage any agent necessary for such determination.  Each Lender shall provide to the Administrative Agent any information in respect of the amount of Obligations owing to it for purposes of such determination, upon which such information the Administrative Agent may conclusively rely.

6

 

“CAMMESA” shall mean Compañía Administradora del Mercado Mayorista Eléctrico S.A., a corporation (sociedad anónima) duly incorporated under the laws of Argentina.

“Capital Adequacy Regulation” shall mean any guideline, request or directive of any central bank or other Governmental Authority, or any other Law, whether or not binding, in each case, regarding capital adequacy or liquidity of any bank or of any Person Controlling a bank.

“Capital Stock” shall mean, with respect to any Person, any and all shares, interests, participations and/or rights in or other equivalents (however designated, whether voting or nonvoting, ordinary or preferred) in the ownership, equity or capital of such Person, now or hereafter outstanding, and any and all rights, warrants or options exchangeable for or convertible into any thereof.

“Capitalized Lease Obligations” shall mean, as to any Person, the obligations of such Person to pay rent or other amounts under a lease of (or other agreement conveying the right to use) real and/or personal property, which obligations are required to be capitalized on the books of such Person under IFRS, in each case taken at the amount thereof accounted for as indebtedness in accordance with IFRS.

“Cash and Cash Equivalents” shall mean any asset recorded in the Borrower’s consolidated financial statements under the items “Cash and cash equivalents” or “Financial assets at fair value through profit and loss” or “Financial assets at amortized cost” included in “Current Assets” of such financial statement, in accordance with IFRS.

“Casualty Event” shall mean, with respect to any property of any Person, any loss of or damage to, or any condemnation or other taking of, such property for which such Person or any of its Subsidiaries receives insurance proceeds, or proceeds of a condemnation award or other compensation.

“Central Bank” shall mean the Central Bank of Argentina (Banco Central de la República Argentina).

“Central Bank Rate” shall mean the annual nominal interest granted by the Central Bank to the banking accounts of financial institutions, which is effective as of the relevant Interest Determination Date; such rate is informed daily by the Central Bank and is available at the Central Bank’s website (www.bcra.gob.ar).

“Change in Law” shall mean the occurrence, after the date hereof, of any of the following: (a) the adoption or taking effect of any applicable Law, rule, regulation or treaty, (b) any change in any applicable Law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”.

7

 

“Change of Control” shall mean any event or circumstance, for whatever reason, whereby at any time after the date hereof, (i) any person or group of persons (as such term is defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) other than the Permitted Holders, collectively, acquire a beneficial ownership of more than a majority of the entire issued share capital of the Borrower having voting power to vote in the election of the board of directors of the Borrower, either on a fully diluted basis or based solely on the issued share capital having voting power then outstanding, (ii) the Borrower ceases, for any reason, to be Controlled by one or more of the Permitted Holders or (iii) the Borrower ceases, for any reason, to Control or to beneficially own a majority of the Voting Stock of the Target.

“Check” shall have the meaning provided in Section 2.4(a).

“Check Account” shall have the meaning provided in Section 2.4(a).

“Ciesa” shall mean Compañía de Inversiones de Energía S.A., a sociedad anónima organized and existing under the laws of Argentina.

“Ciesa Trust” shall mean the trust agreement, dated as of August 29, 2005 entered into by and among PEPCA, Enron Argentina Ciesa Holding S.A., PBS, CIESA and ABN AMRO Bank N.V. and any successor entity thereof, as trustee, governing the creation of a trust under Argentine Law 24,441 (as amended from time to time), as amended, restated, supplemented or otherwise modified from time to time.

“Class” shall mean, when used in reference to any Loan or Borrowing, whether such Loan or the Loans comprising such Borrowing are Closing Date Dollar Loans, Tender Offer Dollar Loans or Peso Loans and, when used in reference to any Commitment, whether such Commitment is a Closing Date Dollar Commitment, Tender Offer Dollar Commitment or Peso Commitment.

“Closing Date” shall mean the date as of which the conditions precedent set forth in Section 5.1 have been satisfied or waived by the Lenders, and which shall be the date of the Borrowing of the Closing Date Dollar Loans.

“Closing Date Dollar Commitment” shall mean, as to each Closing Date Dollar Lender, its obligation to make Closing Date Dollar Loans to the Borrower pursuant to Section 2.1(a) in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Closing Date Dollar Lender’s name on Schedule 2.1 under the caption “Closing Date Dollar Commitments”.

“Closing Date Dollar Lender” shall mean a Lender with a Closing Date Dollar Commitment or any outstanding Closing Date Dollar Loans.

8

 

“Closing Date Dollar Loans” shall have the meaning provided in Section 2.1(a).

“Closing Date Intercompany Debt” shall mean one or more intercompany loans or transfers on or prior to the Closing Date to fund the Borrower’s Cash Requirement.

“Closing Date Loan Collateral” shall mean and include (i) 100% of the PPSL Shares, (ii) 100% of the Target Shares held by the Borrower or any of its Subsidiaries (other than the Acquired Shares), (iii) on and following the Shareholder Merger Approval, 100% of the PEPASA Shares, (iv) on and following the Rio Neuquen Seller Sale Date, 100% of the IEASA Shares, and (v) from the Closing Date until the Permitted Application Date, the Collateral Account and any funds from time to time on deposit therein.

 “Closing Date Transactions” shall mean (a) the funding of the Closing Date Dollar Loans hereunder and (b) the funding of each Other Financing Source (other than the Additional Exchangeable Loans).

“CNV” shall mean the Comisión Nacional de Valores of Argentina.

“Code” shall mean the Internal Revenue Code of 1986.

“Collateral” shall mean, collectively, the Closing Date Loan Collateral and the Tender Offer Loan Collateral.

“Collateral Account” shall mean account number             titled “Pampa Energia Collateral A/C”, maintained by the Borrower with the Account Bank in New York, New York, United States of America, or any other account that replaces such account with the approval of the Administrative Agent.

“Collateral Account Control Agreement” shall mean an Account Control Agreement among the Borrower and the Account Bank, in the form of Exhibit H-3, as amended or supplemented from time to time.

 “Collateral Agent” shall mean Citibank, N.A., as collateral agent.

“Collateral Coverage Ratio” shall mean the ratio of (i) the value of the Collateral pledged to the Collateral Agent or the Argentine Collateral Agent on behalf of the Secured Parties on the date of the relevant Borrowing, determined by the Argentine Collateral Agent based on the average market price thereof over the fifteen (15) Business Days prior to the date of the relevant Borrowing to (ii) the outstanding amount of Loans on the date of the relevant Borrowing, after giving effect to such Borrowing.

“Collateralized Portion” shall mean, with respect to any Dollar Loans outstanding at any time, an aggregate principal amount of such Dollar Loans equal to the amount on deposit at such time in the Collateral Account; provided, that in determining which Dollar Loans constitute the Collateralized Portion of Dollar Loans, any amounts on deposit in the Collateral Account as a result of a prepayment event of the type described in Section 4.3 (a) through (d) shall be deemed to collateralize (i) exclusively the JLA Loans that are Dollar Loans on a pro rata basis in accordance with the principal amount thereof until the principal amount of JLA Loans that is not deemed collateralized pursuant to this clause (i) is equal to the Reduction Threshold and (ii) thereafter, all Dollar Loans not deemed collateralized pursuant to clause (i) (including, for the avoidance of doubt, the JLA Loans that are Dollar Loans that are not deemed collateralized pursuant to clause (i)) on a pro rata basis in accordance with the principal amount thereof.

9

 

“Commitment” shall mean, as to each Lender, its Closing Date Dollar Commitment, Tender Offer Dollar Commitment or Peso Commitment, as applicable, and “Commitments” shall mean the Closing Date Dollar Commitments, Tender Offer Dollar Commitments and Peso Commitments, collectively.

“Commitment Date” shall mean May 12, 2016.

“Communications” shall mean each notice, demand, communication, information, document and other material provided for hereunder or under any other Credit Document or otherwise transmitted between the parties hereto relating to this Agreement, the other Credit Documents, any Loan Party or its Subsidiaries, or the transactions contemplated by this Agreement or the other Credit Documents, including all Approved Electronic Communications.

“Connection Income Taxes” shall mean Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Consolidated EBITDA” shall mean, as to any Person for any period, for such Person and its Subsidiaries on a consolidated basis (including, for the avoidance of doubt, the Target, as if the Target had been a Subsidiary of the Borrower for such entire period), (a) Consolidated Operating Income for such period, plus (b) to the extent deducted in determining Consolidated Operating Income for such period, the sum of, without duplication, (i) depreciation and amortization expenses for such period and (ii) non-cash charges, expenses or losses for such period (other than any non-cash charge, expense or loss to the extent it represents an accrual of or a reserve for cash expenditures in any future period or amortization of a prepaid cash item that was paid in a prior period) minus (c) to the extent included in determining Consolidated Operating Income for such period, non‑cash gains for such period (other than any non-cash gains to the extent it represents the reversal of an accrual or a reserve for potential cash gain in any prior period or any non-cash gains in respect of which cash was received in a prior period or will be received in a future period).

“Consolidated Operating Income” shall mean, as to any Person for any period, the operating profit of such Person and its Subsidiaries for such period, as reported in accordance with IFRS.

“Contingent Obligation” shall mean, as to any Person, any obligation of such Person guaranteeing any Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly; provided, however, that the term Contingent Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business.

10

 

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

“Credit Documents” shall mean and include (a) this Agreement, (b) the Checks, (c) the Fee Letters, (d) the Security Documents, (e) all other documents and instruments executed and/or delivered by any of the Agents, the Lenders and/or any Loan Party in connection with the transactions contemplated hereby, and (f) any other document designated from time to time by the Borrower as a “Credit Document”.

“CTG” shall mean Central Térmica Güemes S.A., a sociedad anónima organized and existing under the laws of Argentina.

“CTLLL” shall mean Central Térmica Loma de la Lata S.A., a sociedad anónima organized and existing under the laws of Argentina.

 “Currency” shall mean Dollars or Pesos, as applicable.

“Debt to EBITDA Ratio” shall mean, as to any Person for any day, the ratio of (a) consolidated Indebtedness of such Person and its Subsidiaries as of such day of such period as determined in Dollars using the FX Rate on the last day of such period (excluding any (x) Subordinated Indebtedness (which includes, for the avoidance of doubt, the Exchangeable Loans and the Additional Exchangeable Loans) and (y) Regulatory Indebtedness incurred after the date hereof the terms of which are acceptable (or deemed to be acceptable) to the Lenders in accordance with Section 7.1(f), in each case of any Subsidiary of the Borrower), to (b) such Person’s Consolidated EBITDA for the Test Period ending on or most recently ended prior to such day as determined in Dollars using the average FX Rate for such Test Period.

“Debtor Relief Laws” shall mean the Bankruptcy Code of the United States of America, Argentine Law No. 24,522, Spanish Insolvency Law (Ley 22/2003, de 9 de julio, Ley Concursal, as amended from time to time) and all other liquidation, conservatorship, bankruptcy, concurso, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, restructuring, winding-up or composition or readjustment of debts or similar debtor relief Laws of the United States, Argentina, Spain or any other applicable jurisdictions from time to time in effect.

“Default” shall mean any event, act or condition which, upon the giving of notice or lapse of time, or both, would constitute an Event of Default; provided that the incurrence of Regulatory Indebtedness shall not be a Default unless and until the terms thereof are determined to be unacceptable to the Lenders in accordance with Section 7.1(f).

“Defaulting Lender” shall mean, subject to Section 2.12(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans on the date such Loans were required to be funded hereunder unless such failure is the result of one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) not being satisfied, or (ii) pay to the Administrative Agent, the Argentine Paying Agent or any other Lender any other amount required to be paid by it hereunder within two (2) Business Days of the date when due, (b) has notified the Borrower or the Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-in Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.  The Administrative Agent shall provide prompt written notice to the Borrower and the Lenders to the extent it receives written notice of the occurrence of one of the aforementioned events, or it otherwise has actual knowledge of such occurrence.

11

 

“Demand Failure Event” shall have the meaning provided in the Lead Arranger Fee Letter.

“Deposit” shall have the meaning provided in Section 10.9(a).

“Depositary” shall mean JPMorgan Chase Bank, N.A.

“Disclosure Letter” shall mean the excerpt from the “Seller Disclosure Letter” referred to in the Acquisition Agreement attached hereto as Schedule 6.

“Disqualified Equity” shall mean any Capital Stock which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, (i) matures or is mandatorily redeemable (other than for Capital Stock that would not constitute Disqualified Equity), pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than for Capital Stock that would not constitute Disqualified Equity), in whole or in part, (ii) is or becomes convertible into or exchangeable (unless at the sole option of the issuer thereof) for (a) debt securities or (b) any Capital Stock that would constitute Disqualified Equity, (iii) contains any mandatory repurchase obligation or (iv) provides for the scheduled payments of dividends in Cash.

12

 

“Dollar Commitment” shall mean, as to each Lender, its obligation to make Loans to the Borrower in Dollars pursuant to Section 2.1 and shall include such Lender’s Closing Date Dollar Commitments and Tender Offer Dollar Commitments.

“Dollar Lender” shall mean, a Closing Date Dollar Lender or a Tender Offer Dollar Lender.

“Dollar Loans” shall have the meaning provided in Section 2.1(b).

“Dollar Register” shall have the meaning provided in Section 12.3(c).

“Dollars” and the sign “$” shall each mean the lawful currency of the United States.

“EASA” shall mean Electricidad Argentina, S.A., a sociedad anónima organized and existing under the laws of Argentina.

“Edenor” shall mean Empresa Distribuidora y Comercializadora Norte S.A. (Edenor), a sociedad anónima organized and existing under the laws of Argentina.

“EEA Financial Institution” shall mean (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” shall mean any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” shall mean any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Eligible Assignee” shall mean (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund or (d) any other Person (other than a natural person); provided, that, notwithstanding the foregoing “Eligible Assignee” shall not include any of the Borrower or its Subsidiaries or Affiliates.

“ENARGAS” shall mean Ente Nacional Regulador del Gas (or any successor entity thereto).

“Enforcement Action” shall mean any action or proceeding against the Borrower, or all or any part of the Collateral taken for the purpose of (a) enforcing the rights of the Secured Parties in respect of the Collateral, including the initiation of action in any court or before any administrative agency or governmental tribunal to enforce such rights, and (b) adjudicating or seeking a judgment on a claim.

13

 

“Enforcement Required Lenders” shall mean, at any time, either (x) Lenders holding more than 50% of the aggregate principal amount of the outstanding Loans at such time or (y) Lenders holding more than 40% of the aggregate principal amount of the outstanding Loans at such time if such Loans include any JLA Loans.  The outstanding Loans of any Defaulting Lender shall be disregarded in determining Enforcement Required Lenders at any time.

 “ENRE” shall mean Ente Nacional Regulador de la Electricidad (or any successor entity thereto).

“Environmental Claim” shall mean, with respect to any Person, any litigation, arbitration, action, suit, investigation, claim or proceeding alleging or asserting such Person’s liability, including for investigatory costs, cleanup costs, consultants’ fees, governmental response costs, damages to natural resources (including wetlands, wildlife, aquatic and terrestrial species and vegetation) or other property, property damages, personal injuries, fines or penalties arising out of, based on or resulting from (i) the presence, or Release, of any Hazardous Material at any location, whether or not owned by such Person, (ii) any exposure to Hazardous Materials or (iii) any violation, or alleged violation, of any Environmental Law or Governmental Approval issued under any Environmental Law.

“Environmental Laws” shall mean any and all Laws, now or hereafter in effect, and any judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree or non-appealable judgment, relating to the environment, human health or safety, or to emissions, discharges, Releases or threatened Releases of pollutants, contaminants, chemicals, or toxic or hazardous materials, substances or wastes into the environment including ambient air, surface water, groundwater, or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of, or exposure to, pollutants, contaminants, chemicals, or toxic or hazardous materials, substances or wastes.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

“ERISA Affiliate” shall mean each person (as defined in Section 3(9) of ERISA) which together with the Borrower or a Subsidiary of the Borrower would be deemed to be a “single employer” (a) within the meaning of Section 414(b), (c), (m) or (o) of the Code or (b) as a result of the Borrower or a Subsidiary of the Borrower being or having been a general partner of such person.

“EU Bail-In Legislation Schedule” shall mean the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“Event of Default” shall have the meaning provided in Section 9.

“Excess PESA Proceeds” shall have the meaning provided in Section 4.3(c).

“Exchangeable Loans” shall have the meaning provided in the definition of “Other Financing Source”.

14

 

“Exchange Offer” shall mean the voluntary exchange offer for the acquisition of outstanding capital stock of the Target in exchange for capital stock of the Borrower.

“Exchange Offer Date” shall mean the date as of which the conditions precedent set forth in Section 5.3 have been satisfied or waived by the Lenders and which shall occur on or prior to the date that is 120 days after the Closing Date and be a date (together with the Tender Offer Date) of a Borrowing of Tender Offer Loans.

“Exchange Offer Capital Gains Tax” means any cash obligations to pay withheld capital gains tax in respect of the Exchange Offer.

“Excluded Asset Sale” shall mean an Asset Disposition of an Excluded Business.

“Excluded Business” shall mean all assets, rights, liabilities, obligations (established by Law, contract or otherwise) and personnel in (i) the Bolivian branch of the Target’s subsidiaries corresponding to the participation interest in the Colpa and Caranda Contracts, (ii) a portion of the Target’s stake in Rio Neuquen to be sold to the Seller and a portion of the Target’s stake in Rio Neuquen to be sold to YPF and (iii) Mangrullo and Aguada de la Arena.

“Excluded Taxes” shall mean any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income or net profits (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) any U.S. federal backup withholding Taxes and (c) any withholding Taxes imposed due to a Lender’s failure to comply with FATCA.

“Existing Notes” shall mean the senior 5.875% Series S Notes due 2017 of the Target in an aggregate outstanding principal amount of $300,000,000.

“Expropriation Event” shall mean, with respect to any Person, (a) any condemnation, nationalization, seizure or expropriation by a Governmental Authority of all or a substantial portion of any of the properties or assets of such Person or of its Capital Stock, (b) any assumption by a Governmental Authority of control of all or a substantial portion of any of the properties, assets or business operations of such Person or of its Capital Stock, (c) any taking of any action by a Governmental Authority for the dissolution or disestablishment of such Person or (d) any taking of any action by a Governmental Authority that would prevent such Person from carrying on its business or operations or a substantial part thereof.

“Fair Market Value” shall mean, with respect to any asset, the price at which a willing buyer, who is not an Affiliate of the seller, and a willing seller who does not have to sell, would agree to purchase and sell such asset, as determined in good faith by the board of directors or other governing body of the Borrower or, pursuant to a specific delegation of authority by such board of directors or governing body, by a designated senior executive officer of the applicable Borrower.

15

 

“FATCA” shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any agreements entered into pursuant to Section 1471(b)(1) of the Code, any intergovernmental agreement entered into between the United States and the government of another country in order to implement the requirements of such Sections, and any current or future regulations or official interpretations of the foregoing.

“Federal Funds Rate” shall mean, for any day, the rate per annum (rounded upward, if necessary, to the nearest 1/100th of 1%) equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System of the United States arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the next succeeding Business Day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the immediately preceding Business Day as so published on the next succeeding Business Day and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate quoted to the Administrative Agent on such day on such transactions from three federal funds brokers of recognized standing as selected by it.

“Fee Letters” shall mean the Lead Arranger Fee Letter and each other letter agreement dated on or around the Commitment Date, between, inter alia, the Borrower, the Lenders, the Agents or the Joint Lead Arrangers relating to the facility provided herein.

“Fund” shall mean any Person (other than a natural person) that is or will be engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“Funds Flow” shall have the meaning provided in Section 5.2(f).

“FX Rate” shall have the meaning provided in Section 1.2(l).

“Governmental Approval” shall mean any necessary authorization, approval, consent, license, concession, ruling, permit, tariff, rate, certification, order, validation, exemption, waiver, variance, opinion of, or registration, filing or recording with, any Governmental Authority (including the Central Bank).

“Governmental Authority” shall mean any government, governmental department, commission, board, bureau, agency, regulatory authority, instrumentality, judicial or administrative body, domestic, federal, state or local (including, if applicable, foreign and supranational) having jurisdiction over the matter or matters in question, including those in Argentina, Spain and the United States.

“Hazardous Material” shall mean any hazardous or toxic substances, materials or wastes defined, listed, classified or regulated as such in or under any applicable Environmental Laws, including (a) any petroleum or petroleum products (including gasoline or crude or any fraction thereof), flammable explosives, radioactive materials, asbestos, urea formaldehyde foam insulation and polychlorinated biphenyls; (b) any chemicals, wastes, materials or substances defined as or included in the definition of “hazardous substances”, “hazardous wastes”, “hazardous materials”, “extremely hazardous wastes”, “restricted hazardous wastes”, “toxic substances”, “toxic pollutants”, “contaminants” or “pollutants”, or words of similar import, under any applicable Environmental Law; and (c) any other chemical, waste, material or substance exposure to or Release of which is prohibited, limited or regulated by any Governmental Authority.

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“HSBC Contract” shall mean that certain Guarantee Agreement, dated November 25, 2015, between HSBC Bank Argentina S.A. and Petrobras Argentina S.A., in favor of Oil Combustibles S.A., or any extension or replacement thereof.

“IEASA” shall mean IEASA S.A., a sociedad anónima organized and existing under the laws of Argentina.

“IEASA Shares” shall mean any equity interests in IEASA held by the Borrower.

 “IFRS” shall mean the International Financial Reporting Standards, as adopted by the International Accounting Standards Board and as in effect from time to time, together with its pronouncements thereon from time to time, and applied on a consistent basis and subject to any mandatory requirements of any Governmental Authority.

“IIBB” shall mean the Argentine gross revenues tax in the city of Buenos Aires (Impuesto a los Ingresos Brutos).

“Indebtedness” shall mean, with respect to any Person, without duplication, (a) any indebtedness (including principal, overdue interest and overdrafts) of such Person (i) evidenced by any notes, bonds, debentures or similar instruments made or issued by such Person, (ii) for borrowed money or (iii) for the deferred purchase price of property or services; (b) the face amount of all letters of credit issued, bankers’ acceptances, receivables facilities, other similar facilities or confirmed for the account of such Person; (c) all indebtedness secured by any Lien on any property owned by such Person, whether or not such indebtedness has been assumed by such Person; (d) all Contingent Obligations of such Person; (e) all obligations under any Interest Rate Protection Agreement, any Other Hedging Agreement or under any similar type of agreement to the extent required to be reflected on a balance sheet of such Person (provided that the amount of Indebtedness in respect of the Interest Rate Protection Agreements and Other Hedging Agreements shall be at any time the unrealized net loss position, if any, of the Borrower thereunder on a marked-to-market basis determined no more than one month prior to such time, after giving effect to any netting arrangement); and (f) all Capitalized Lease Obligations of such Person; provided that Indebtedness shall not include (i) trade payables arising in the ordinary course of business so long as such trade payables are payable in the ordinary course of business and are not overdue more than 120 days or (ii) EASA bonds held directly or indirectly by the Borrower or any of its Subsidiaries; provided, further, that (i) solely for the purposes of Section 4.3(c), Indebtedness shall not include (x) the sale by the Borrower or any of its Subsidiaries or Affiliates of any outstanding debt securities of EASA or (y) Net Available Proceeds from the refinancing of the Existing Notes in an amount up to $320,000,000 and (ii) prior to the Merger, each Other Financing Source shall be considered Indebtedness of the Borrower, not subject to any netting arrangements.

“Indemnified Costs” shall have the meaning provided in Section 10.5(a).

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“Indemnified Liabilities” shall have the meaning provided in Section 12.2(a).

“Indemnified Person” shall have the meaning provided in Section 12.2(a).

“Indemnified Taxes” shall mean (a) all Taxes other than Excluded Taxes (i) imposed on or with respect to any Recipient (or an Affiliate thereof) as a result of such Recipient having (x) executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Credit Document or (y) sold or assigned an interest in any Loan or Credit Documents or (ii) that are required to be deducted or withheld from payment made by or on account of any obligation of the Borrower under any Credit Document and (b) to the extent not otherwise described in clause (a), Other Taxes.

“Information” shall have the meaning set forth in Section 11.3.

“Interest Determination Date” shall mean the second Business Day immediately preceding the commencement of any Interest Period.

“Interest Period” shall mean, (a) for any Dollar Loan, the period commencing on (and including) the date of the Borrowing of such Dollar Loan and ending on (but excluding) the date that is three months thereafter, and thereafter each period commencing on (and including) the last day of the preceding Interest Period and ending on (but excluding) the date three months thereafter and (b) for any Peso Loan, the period commencing on (and including) the date of the Borrowing of such Peso Loan and ending on (but excluding) the date that is one month thereafter, and thereafter each period commencing on (and including) the last day of the preceding Interest Period and ending on (but excluding) the date one month thereafter; provided that (i) any Interest Period that would otherwise end on a day that is not a Business Day shall end on the next succeeding Business Day unless such succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the immediately preceding Business Day, and (ii) any Interest Period that would otherwise commence before and end after the Maturity Date shall end on the Maturity Date.

“Interest Rate Protection Agreement” shall mean any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedging agreement or other similar agreement or arrangement entered into by the Borrower in order to hedge or mitigate the interest rate risk in respect of the Loans.

“Investment” shall have the meaning provided in Section 8.5.

“Investment Banks” shall mean one or more investment banks reasonably satisfactory to the Joint Lead Arrangers.

“JLA Loans” shall mean the Loans held from time to time by the Joint Lead Arrangers (or their respective Affiliates that are Lenders hereunder).

“Joint Bookrunners” shall mean, collectively, Citigroup Global Markets Inc. and Deutsche Bank AG, London Branch, or any or all of them, as the case may be.

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 “Joint Lead Arrangers” shall mean, collectively, Citigroup Global Markets Inc. and Deutsche Bank AG, London Branch, or any or all of them, as the case may be.

“Judgment Currency” shall have the meaning provided in Section 12.6(a).

“Judgment Currency Conversion Date” shall have the meaning provided in Section 12.6(a).

“Law” shall mean, with respect to any Person (a) any statute, law, regulation, ordinance, rule, judgment, order, decree, permit, concession, grant, franchise, license, agreement or other governmental restriction or any interpretation or administration of any of the foregoing by any Governmental Authority (including Governmental Approvals) and (b) any directive, guideline, policy, requirement or any similar form of decision of or determination by any Governmental Authority which is binding on such Person, in each case, whether now or hereafter in effect (including in each case, any Environmental Law).

“Lead Arranger Fee Letter” shall mean the letter agreement dated on or around the Commitment Date, between the Borrower and the Joint Lead Arrangers relating to the facility provided herein.

“Leaseholds” of any Person shall mean all the right, title and interest of such Person as lessee or licensee in, to and under concessions, easements, leases or licenses of land, improvements, mining rights and/or fixtures.

“Lenders” shall mean each of the entities that is a signatory hereto under the caption “LENDERS” on the signature pages hereto and each entity that becomes a “Lender” after the date hereof pursuant to Section 12.3 (individually, a “Lender” and, collectively, the “Lenders”).

“Lending Office” shall mean, as to any Lender for each Currency, the office or offices of such Lender for such Currency described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time designate by notifying the Borrower and the Administrative Agent in writing.

“LIBOR” shall mean, with respect to each Interest Period for the Dollar Loans, (a) the rate per annum equal to the ICE Benchmark Administration Limited LIBOR Rate (“ICE LIBOR”), as published by Reuters (or another commercially available source providing quotations of ICE LIBOR as designated by Administrative Agent from time to time) for deposits in Dollars with maturities comparable to the Interest Period to be applicable to the Dollar Loans (and, if more than one rate is specified for ICE LIBOR, then the applicable rate shall be the arithmetic mean of all such rates) (provided that, if such rate is not available or if no such rate is quoted for the relevant Interest Period, then LIBOR shall mean the average of the offered quotation of three or more reference banks selected by the Administrative Agent from among major banks in the London interbank market for Dollar deposits of amounts comparable to the outstanding principal amount of the Dollar Loans with maturities comparable to the Interest Period to be applicable to the Dollar Loans with an instruction to such reference banks to, if possible, use a quotation based on an international market reference that would most closely resemble LIBOR) determined as of 11:00 a.m. (London time) on the Interest Determination Date for such Interest Period, divided (and rounded upward to the nearest 1/16 of 1%) by (b) a percentage equal to 100% minus the then stated maximum rate of all reserve requirements (including any marginal, emergency, supplemental, special or other reserves required by applicable Law) applicable to any member bank of the Federal Reserve System in respect of Eurocurrency funding or liabilities as defined in Regulation D (or any successor category of liabilities under Regulation D); provided that LIBOR will in no event be less than 0.00% per annum with respect to any Dollar Loan.

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“LIBOR Loan” shall mean any Dollar Loan bearing interest at a rate determined by reference to LIBOR in accordance with Section 2.7.

“Lien” shall mean any mortgage, pledge, hypothecation, securitization, assignment, deposit arrangement, encumbrance, bonding registry note, lien (statutory or other), preference, priority or other security agreement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any financing or similar statement or notice filed under any recording or notice statute, and any lease having substantially the same effect as any of the foregoing).

“Loan Party” shall mean, collectively, the Borrower and PPSL and any other Affiliate of the Borrower that is party from time to time to the Credit Documents, or any or all of them, as the case may be.

“Loans” shall have the meaning provided in Section 2.1(c).

“Local Time” shall mean, (a) with respect to any Loan denominated in or any payment to be made in Dollars, the local time in New York and (b) with respect to any Loan denominated in or any payment to be made in Pesos, the local time in Buenos Aires.

“Majority Dollar Lenders” shall mean, at any time, Dollar Lenders holding more than 50% of the aggregate principal amount of the outstanding Dollar Loans and unused Dollar Commitments at such time.  The outstanding Dollar Loans and unused Dollar Commitments of any Defaulting Lender shall be disregarded in determining Majority Dollar Lenders at any time.

“Majority Lenders” shall mean, at any time, Lenders holding more than 50% of the aggregate principal amount of the outstanding Loans and unused Commitments at such time.  The outstanding Loans and unused Commitments of any Defaulting Lender shall be disregarded in determining Majority Lenders at any time.

“Mandated Lead Arrangers” shall mean, collectively, Banco de Galicia y Buenos Aires S.A., Industrial and Commercial Bank of China Limited, Dubai (DIFC) Branch and  Credit Agricole Corporate and Investment Bank, or any or all of them, as the case may be.

“Material Adverse Effect” shall mean any change, event, fact, condition, effect, occurrence or development that, individually or in the aggregate, results in (a) a reduction of the combined market capitalization of the Borrower and the Target of more than thirty percent (30%) from such combined market capitalization as of the Commitment Date or (b) a material adverse effect on the validity or enforceability of, or the effectiveness or ranking of any security granted, or purported to be granted, under the Credit Documents or the rights or remedies of any the Lenders under the Credit Documents; provided, that, except for the purposes of Sections 7, 8 and 9 hereof, no Material Adverse Effect shall result from a change, event, fact, condition, effect, occurrence or development to the extent resulting from one or more of the following: (i) the effect of any change in the United States or foreign economies or securities or financial markets in general; (ii) the effect of any change arising in connection with earthquakes, hostilities, acts of war, sabotage or terrorism or military actions or any escalation or material worsening of any such hostilities, acts of war, sabotage or terrorism or military actions existing as of the Commitment Date; (iii) the effect of any changes in applicable accounting rules; (iv) the effect of any action taken by the Borrower with respect to the transactions contemplated by the Acquisition Agreement; or (v) any effect resulting from the public announcement of the Acquisition Agreement or the consummation of the transactions contemplated by the Acquisition Agreement, except with respect to clauses (i), (ii), (iii) and (iv) to the extent that the effects of such event, circumstance, change or effect is disproportionately adverse to the business, condition (financial or otherwise), assets, properties, operations or results of operations of the Borrower or the Target as compared to other companies in the industries or markets in which the Borrower or the Target operate.

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“Material Agreements” shall mean (a) the Acquisition Agreement, (b) the preliminary merger agreement or definitive merger agreement, (c) any contract, agreement, license, concession or instrument entered into by the Borrower or any of its Subsidiaries that creates or evidences revenues of the Borrower or any of its Subsidiaries with a monetary amount in excess of $20,000,000 (or its equivalent in other currencies) and (d) any agreement evidencing Material Indebtedness.

“Material Indebtedness” shall mean (i) under Section 6.11 and Section 6.21, Indebtedness of the Borrower or any of its Subsidiaries in an aggregate outstanding principal amount exceeding $20,000,000 or (ii) under Section 9.4, Indebtedness of the Borrower or any of its Subsidiaries in an aggregate outstanding principal amount exceeding $40,000,000.

“Maturity Date” shall mean July 26, 2017.

“Merger” shall mean the merger of the Target with and into the Borrower, with the Borrower continuing as the surviving entity thereof.

“Multiemployer Plan” shall mean any multiemployer plan as defined in Section 4001(a)(3) of ERISA that is subject to ERISA.

“Negotiation Period” shall have the meaning provided in Section 2.11.

“Net Available Proceeds” shall mean:

(a)                with respect to any Restricted Asset Disposition, the aggregate amount of all cash payments received by the Borrower or any of its Subsidiaries, as applicable, directly or indirectly (or by any Person on its behalf) in connection with such Restricted Asset Disposition;

(b)               with respect to any Casualty Event, the aggregate amount of proceeds of insurance, condemnation awards and other compensation received or deemed received by the Borrower or any of its Subsidiaries (or by any Person on its behalf) directly or indirectly in respect of such Casualty Event;

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(c)                with respect to the sale, incurrence or issuance of any Indebtedness by the Borrower or any of its Subsidiaries, the sum of the Cash and Cash Equivalents received in connection with such transaction; and

(d)               with respect to the issuance of any Take-Out Debt by the Borrower or any of its Subsidiaries, the Cash and Cash Equivalents received in connection with such transaction;

(e)                with respect to any Retained Borrower Share Sale, the Cash and Cash Equivalents received in connection with such transaction;

provided that (A) such Net Available Proceeds shall be net of (x) the amount of any reasonable and documented legal, accounting, title and recording tax expenses, brokerage expenses, underwriting discounts and commissions, consultant fees and commissions paid by the Borrower or any of its Subsidiaries, as applicable, to the extent incurred directly in connection with obtaining such proceeds and (y) (i) in the case of Net Available Proceeds from the TGS Sale, any applicable and documented income or other taxes actually paid or estimated to be payable but not to exceed 6% of the aggregate amount of cash payments received by the Borrower or its Subsidiaries in connection with the TGS Sale and (ii) in the case of Net Available Proceeds from a Restricted Asset Disposition other than the TGS Sale, any applicable and documented income or other taxes actually paid or estimated to be payable on or prior to the Maturity Date, in each case directly as a result of such Restricted Asset Disposition (but only to the extent that such estimated taxes are in fact paid to the relevant Governmental Authority on or prior to the Maturity Date) and (B) such Net Available Proceeds shall be net of any repayments in cash by the Borrower or any of its Subsidiaries of Indebtedness to the extent that (x) such Indebtedness or any Contingent Obligations in connection with such Indebtedness is secured by a Lien on the property that is the subject of such sale or event referred to above or, is otherwise required to be repaid to consummate such sale or event, (y) such Indebtedness or any Lien or Contingent Obligations in connection with such Indebtedness were not created in connection with or in anticipation of such sale or event and (z)  such Indebtedness is actually repaid or defeased with such proceeds.

“Net Distribution Proceeds” shall mean, with respect to any capital distribution, the proceeds of such capital distribution net of any applicable and documented income or other taxes actually paid or estimated to be payable on or prior to the Maturity Date in respect of such capital distribution (but only to the extent that such estimated taxes are in fact paid to the relevant Governmental Authority on or prior to the Maturity Date) if such capital distribution is made by a Person organized under the laws of a jurisdiction other than Argentina .

“Notice of Borrowing” shall have the meaning provided in Section 2.2.

“OCEBA” shall mean Organismo de Control de Energía Eléctrica of the Province of Buenos Aires (or any successor entity thereto).

“Obligations” shall mean, collectively, all loans, advances, debts, liabilities, and obligations, howsoever arising, owed under any Credit Document or otherwise in connection with the transactions contemplated in the Credit Documents, to any of the Agents (including former Agents), the Lenders, the Joint Lead Arrangers and the beneficiaries of the indemnification obligations undertaken by any Loan Party under any Credit Document, as applicable, of every kind and description (whether or not evidenced by any note or instrument and whether or not for the payment of money), direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, including all interest (including interest that, but for the filing of a petition in bankruptcy or other insolvency proceeding with respect to the Borrower, would have accrued on any Obligation, whether or not a claim is allowed against the Borrower for such interest in the related bankruptcy or other insolvency proceeding), fees, charges, expenses, attorneys’ fees, court costs and consultants’ fees chargeable to the Borrower in accordance with Section 12.1 and, in the event of any Enforcement Action, all expenses of retaking, holding, preparing for lease or sale, selling or otherwise disposing of or realizing on the Collateral or of any exercise by the Collateral Agent, the Argentine Collateral Agent or any Lender of its rights or remedies under the Security Documents.

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“OFAC” shall mean the Office of Foreign Assets Control of the United States Department of the Treasury.

“Operating Expenses” shall mean, with respect to the Borrower, for any calendar year (i) $15,000,000 and (ii) all fees, costs and expenses (including, for the avoidance of doubt, reasonable legal fees) related to the Acquisition (and related financings), the Exchange Offer, the Tender Offer and the Merger; provided that the Borrower shall obtain consent from the Majority Lenders (which consent shall not be unreasonably withheld or denied) if the aggregate amount of such fees, costs and expenses exceeds $20,000,000; provided, further, that if the Administrative Agent at the direction of the Majority Lenders has not notified the Borrower within 10 Business Days of the receipt of the request for consent from the Borrower whether the Majority Lenders have consented to such additional fees, costs and expenses, then the Majority Lenders shall be deemed to have consented to such fees, costs, and expenses.

“Operational Stamp Taxes” shall mean stamp taxes on financial transactions entered into with financial entities authorized by Argentine Law N°. 21,526, as amended.

“Organizational Documents” shall mean, with respect to any Person, (a) the articles of incorporation, organizational deed or other similar organizational document of such Person (including any amendments thereto), (b) the by-laws, estatutos sociales or other similar document of such Person (including any amendments thereto), (c) any certificate of designation or instrument relating to the rights of preferred shareholders or other holders of Capital Stock of such Person and (d) any shareholder rights agreement or other similar agreement (including any amendments thereto).

“Other Connection Taxes” shall mean, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Credit Document, or sold or assigned an interest in any Loan or any Credit Document).

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“Other Financing Source” shall mean each of (i) $140,000,000 in aggregate principal amount of loans from YPF, which loans will be repaid (x) $20,000,000 no later than the date of consummation of the Excluded Asset Sale described in clause (ii) of the definition of “Excluded Business” and (y) the remaining outstanding principal amount upon consummation of the Merger; (ii) $85,000,000 in aggregate principal amount of unsecured loans from PEPASA, which loans will be repaid upon consummation of the Merger; (iii) $50,000,000 in aggregate principal amount of subordinated unsecured loans from Emes Energía Argentina LLC (the “Exchangeable Loans”), which loans will be exchangeable into equity of the Borrower prior to or simultaneously with the consummation of the Exchange Offer; (iv) $25,000,000 in aggregate principal amount of subordinated unsecured loans from Grupo MTres S.A. (the “Additional Exchangeable Loans”), which loans will be exchangeable into equity of the Target following the consummation of the Tender Offer; and (v) (a) any unsecured Indebtedness incurred by the Borrower or its Subsidiaries that (A) does not exceed the principal amount of (i), (ii), (iii) or (iv) above and (B) does not have terms and conditions that, taken as a whole, are materially more adverse to the Lenders than the terms of (i), (ii), (iii) or (iv) above or (b) any issuance of Capital Stock (other than Disqualified Equity) by the Borrower or any of its Subsidiaries; in each case, in replacement of any of (i), (ii), (iii) or (iv) above.

“Other Financing Source Document” shall mean each credit document, promissory note, and all other documents and instruments executed and/or delivered by the Borrower or any of its Affiliates in connection with the Other Financing Sources.

“Other Hedging Agreements” shall mean any interest rate protection agreement, foreign exchange contracts, currency swap agreements, commodity agreements or other similar arrangements, or arrangements designed to protect against fluctuations in currency values or commodity prices.

“Other Taxes” shall mean all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Credit Document, except such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 4.15).

“Participant” shall have the meaning provided in Section 12.3(d).

“Participant Register” shall have the meaning provided in Section 12.3(d).

“Payor” shall have the meaning provided in Section 4.12.

“PEPCA” shall mean PEPCA S.A., a sociedad anónima organized and existing under the laws of Argentina.

 “PEPASA” shall mean Petrolera Pampa S.A., a sociedad anónima organized and existing under the laws of Argentina.

“PEPASA Shares” shall mean, any equity interests in PEPASA held by the Borrower or its Subsidiaries.

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“Permitted Application Date” shall have the meaning provided in Section 4.3(i).

“Permitted Holders” shall mean Marcos Marcelo Mindlin, individually or together with Damián Miguel Mindlin, Gustavo Mariani and/or Ricardo Alejandro Torres.

“Permitted Liens” shall have the meaning provided in Section 8.2.

“Person” shall mean any individual, corporation, limited liability company, company, voluntary association, partnership, joint venture, trust, unincorporated organization, Government Authority or other enterprises or entity.

“Peso Commitment” shall mean, as to each Peso Lender, its obligation to make Peso Loans to the Borrower pursuant to Section 2.1(c) in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 2.1 under the caption “Peso Commitments” or opposite such caption in the Assignment and Assumption pursuant to which such Peso Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

“Peso Lender” shall mean a Lender with a Peso Commitment or any outstanding Peso Loans.

“Peso Loans” shall have the meaning provided in Section 2.1(c).

“Peso Register” shall have the meaning provided in Section 12.3(c).

“Pesos” and “ARS” shall each mean the lawful currency of Argentina.

“Plan” shall mean any pension plan as defined in Section 3(2) of ERISA that is subject to ERISA other than a Multiemployer Plan.

“PPSL” shall mean Petrobras Participaciones S.L.U., a Spanish private limited company (sociedad de responsabilidad limitada) with registered office in Madrid, at Calle Hermosilla 11, 4°, registered at the Madrid Commercial Registry under volume 17,615, page 196, sheet M-303069, and with Spanish tax identification number (N./.F.)                .

“PPSL Amended Bylaws” shall have the meaning provided in Section 7.12(c).

“PPSL Pledge and Security Agreement” shall mean the Pledge and Security Agreement among PPSL, the Borrower and the Collateral Agent, in the form of Exhibit G-1, as amended or supplemented from time to time.

“PPSL Securities Account Control Agreement” shall mean the Securities Account Control Agreement among PPSL, the Securities Intermediary and the Collateral Agent, in the form of Exhibit G-2, as amended or supplemented from time to time.

“PPSL Shares” shall mean, any equity interests in PPSL held by the Borrower or its Subsidiaries.

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“Prime Rate” shall mean the “prime rate” as most currently reported in the “Money Rates” column of The Wall Street Journal.

“Proceedings” shall have the meaning provided in Section 12.5(c).

“Process Agent” shall have the meaning provided in Section 12.5(a).

“Rate Determination Notice” shall have the meaning provided in Section 2.11.

“Real Property” of any Person shall mean all the right, title and interest of such Person in and to land, mining rights, improvements and fixtures, including Leaseholds.

“Recipient” shall mean any Agent, any Joint Lead Arranger, any Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder.

“Reduction Threshold” shall mean a threshold that will be achieved when each Joint Lead Arranger (or its applicable Affiliate that is a Lender hereunder) shall hold unused Commitments and outstanding Loans in an aggregate principal amount not greater than the unused Commitments and outstanding Loans of any Lender other than the Joint Lead Arrangers (or their applicable Affiliates that are Lenders hereunder).

“Refinancing Proceeds Conditions” shall mean (i) the TGS Sale shall have been consummated and an amount equal to the Net Available Proceeds thereof shall have been applied in accordance with Section 4.3(a), (ii) the Lenders shall have received evidence reasonably satisfactory to the Lenders in respect of confirmation that shareholders holding at least $80,000,0000 of shares of the Target (based on the purchase price for equity interests of the Target tendered pursuant to the Tender Offer) will not participate in the Tender Offer, (iii) the sum of an amount equal to the Net Available Proceeds from the TGS Sale applied to prepay the Loans or reduce any Commitments in accordance with Section 4.3(a) plus an amount equal to the Net Available Proceeds from the refinancing of the Existing Notes applied to prepay the Loans in accordance with Section 4.3(c) shall be not less than $300,000,000 and (iv) the aggregate principal amount of Loans and Commitments outstanding after giving effect to the mandatory prepayments referred to in the preceding clauses (i) and (ii) shall be not more than $300,000,000.

“Register” shall mean the Dollar Register, the Peso Register, or any or all of them, as the context requires.

“Regulation D” shall mean Regulation D of the Board of Governors of the Federal Reserve System as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation U” shall mean Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect and all official rulings and interpretations thereunder or thereof.

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“Regulation X” shall mean Regulation X of the Board of Governors of the Federal Reserve System as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulatory Capital Expenditures” shall mean any capital expenditures required to be made (i) by applicable law, (ii) that have been committed prior to the Commitment Date, or (iii) under any officially published Law first promulgated, proposed or issued after the date of this Agreement by any Governmental Authority responsible for the regulation of the energy market in Argentina, including, but not limited to, the Argentine Secretary of Energy, the Ministry of Infrastructure and Public Services (Ministerio de Infraestructura y Servicios Públicos) of the Province of Buenos Aires, ENRE, OCEBA, ENARGAS, and/or CAMMESA.

“Regulatory Indebtedness” shall mean any Indebtedness with CAMMESA in connection with any financial agreement with CAMMESA and/or any other Governmental Authority in charge of the energy market regulation in Argentina, including, without limitation, the Secretaría de Energía and/or ENRE, whether secured or unsecured.

“Related Parties” shall mean, with respect to any Person, such Person’s Affiliates and such Person’s and such Person’s Affiliates’ respective partners, directors, officers, employees, agents, and advisors.

“Release” shall mean disposing, discharging, injecting, spilling, pumping, leaking, leaching, dumping, emitting, escaping, emptying, pouring, seeping, migrating or the like, into or upon any land or water or air, or otherwise entering into the environment.

“Release Date” shall mean the date as of which the conditions precedent set forth in Section 5.2 have been satisfied or waived by the Lenders and which shall occur within one (1) Business Day of the Closing Date.

“Release Date Transactions” shall mean (i) the release of the Closing Date Dollar Loans from escrow in accordance with Section 10.9(d)(i), (ii) the application of the funds of each Other Financing Source (other than the Additional Exchangeable Loans) to pay the Purchase Price under and as defined in the Acquisition Agreement, (iii) the funding of the Borrower’s Cash Requirement and (iv) the consummation of the Acquisition.

 “Required Payment” shall have the meaning provided in Section 4.12.

“Required Target Minimum Cash Amount” shall have the meaning provided in Section 7.16(a).

“Restricted Asset Disposition” shall mean, without duplication, any Asset Disposition or any Casualty Event (provided that no Casualty Event shall constitute a Restricted Asset Disposition unless the Person affected by such Casualty Event has failed to reinvest the Net Available Proceeds of such Casualty Event to rebuild or restore the affected assets, or enter into a binding commitment to do so, within 120 days of the receipt of Net Available Proceeds of such Casualty Event) with respect to:

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(a)                any property or assets of the Borrower (including any debt or equity securities held by the Borrower); provided that (i) the sale of treasury shares of the Borrower and the Retained Borrower Share Sale shall not constitute a Restricted Asset Sale, (ii) the sale of equity securities of Hidroelectrica Diamante, S.A. and Hidroelectrica Los Nihuiles S.A. shall not constitute a Restricted Asset Sale to the extent (x) such Net Available Proceeds are reinvested in the energy generation business within 120 days of such Asset Disposition or (y) within 120 days of such Asset Disposition, the Borrower enters into a binding written commitment to reinvest such proceeds in the energy generation business within 180 days of such Asset Disposition and such Net Available Proceeds are so reinvested within such 180 days and (iii) the sale of outstanding debt securities of EASA shall not constitute a Restricted Asset Sale and (iv) no such Asset Disposition of property or assets of the Borrower shall constitute a Restricted Asset Disposition except to the extent that the aggregate Net Available Proceeds from all Asset Dispositions referred to in this clause (a) (other than Asset Dispositions excluded pursuant to clauses (i), (ii) and (iii)) exceed $20,000,000;

(b)               any equity securities of any Significant Subsidiary held by the Borrower directly or indirectly through one or more of its Subsidiaries; provided that (i) no sale of equity securities acquired after the date of this Agreement in the ordinary course of business that constitute Cash or Cash Equivalents shall constitute a Restricted Asset Disposition, (ii) no sale of the Capital Stock of PEPASA held on the date of this Agreement shall constitute a Restricted Asset Disposition except to the extent that the aggregate Net Available Proceeds from such sales exceed $10,000,000 and (iii) the transfer of Capital Stock of the Target in repayment of the Exchangeable Loan (as contemplated by Section 6.10(b)) and the TGS Swap shall not constitute a Restricted Asset Disposition;

(c)                any Collateral, including the TGS Sale; provided that the TGS Swap shall not constitute a Restricted Asset Disposition;

(d)               any property or assets of any Subsidiary of the Borrower; provided that (i) the Asset Disposition of outstanding debt securities of EASA and the TGS Swap shall not constitute a Restricted Asset Disposition and (ii) no such Asset Disposition of property or assets of any Subsidiary of the Borrower shall constitute a Restricted Asset Disposition except to the extent that the aggregate Net Available Proceeds from all Asset Dispositions referred to in this clause (d) exceed $20,000,000; and

(e)                any property or assets of the Target or any of its Subsidiaries; provided that the Excluded Asset Sale and the TGS Swap shall not constitute a Restricted Asset Disposition.

“Restricting Information” shall have the meaning provided in Section 11.4(a).

“Retained Borrower Shares” shall mean any shares of Capital Stock of the Borrower which are not exchanged pursuant to the Exchange Offer and which are retained by the Borrower to pay the Exchange Offer Capital Gains Tax.

“Retained Borrower Share Sale” shall mean a sale of any Retained Borrower Shares.

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“Rio Neuquen Seller Sale Date” shall mean the date of consummation of the Excluded Asset Sale of Rio Neuquen to Seller, which shall not be later than October 30, 2016.

“Sanctioned Jurisdiction” shall mean any country or territory that is the subject of comprehensive Sanctions broadly restricting or prohibiting dealings with, in or involving such country or territory (currently, Iran, Cuba, Syria, Sudan, North Korea and the Crimea region of the Ukraine).

“Sanctioned Person” shall mean any individual or entity (a) identified on a Sanctions List, (b) organized, domiciled or resident in a Sanctioned Jurisdiction, or (c) otherwise the subject or target of any Sanctions, including by reason of ownership or control by one or more individuals or entities described in the foregoing clauses (a) or (b).

“Sanctions” shall mean any economic or financial sanctions or trade embargoes imposed, administered or enforced by (a) the United States (including OFAC and United States Department of State), (b) the United Nations Security Council, (c) the European Union or any European Union member state, (d) the United Kingdom (including Her Majesty’s Treasury), or (e) Argentina.

“Sanctions List” shall mean any list of designated individuals or entities that are the subject of Sanctions, including, without limitation, (a) the Specially Designated Nationals and Blocked Persons List maintained by OFAC, (b) the Consolidated United Nation Security Council Sanctions List, (c) the consolidated list of persons, groups and entities subject to EU financial sanctions maintained by the European Union and (d) the Consolidated List of Financial Sanctions Targets in the UK maintained by Her Majesty’s Treasury of the United Kingdom.

 “Secured Parties” shall mean the Agents, the Lenders, the Joint Lead Arrangers and the beneficiaries of each indemnification obligation undertaken by the Borrower under any Credit Document, any other Person (other than the Borrower or any Affiliate of any thereof) that has a right to receive any payment from the Borrower under the Credit Documents, and shall include all former Agents and Lenders to the extent that any Obligations owing to such persons were incurred while such persons were Agents or Lenders hereunder, as applicable, and such Obligations (other than Contingent Obligations not then due in respect of indemnities or expense reimbursement provisions hereof) have not been paid or satisfied in full, and, in each case, the permitted successors or assigns of such person in such capacity.

“Securities Demand” shall have the meaning provided in Section 7.14.

“Securities Intermediary” shall mean Citibank, N.A., in its capacity as securities intermediary under the PPSL Securities Account Control Agreement and the Borrower Securities Account Control Agreement.

“Security Documents” shall mean the PPSL Pledge and Security Agreement, the PPSL Securities Account Control Agreement, the Borrower Pledge and Security Agreement, Borrower Securities Account Control Agreement, the Collateral Account Control Agreement, the Borrower Pledge Agreement of IEASA Shares, the Borrower Pledge Agreement of PEPASA Shares, the Borrower Pledge Agreement of PPSL Shares and any other agreement, document, instrument or writing that creates or purports to create a Lien in favor of the Collateral Agent or the Argentine Collateral Agent or to confer upon the Collateral Agent or the Argentine Collateral Agent control over the Collateral under applicable law, in each case to secure the Obligations for the benefit of the Secured Parties.

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“SEDESA” shall mean the percentage of the average monthly daily balance of deposits denominated in local and foreign currencies made with financial institutions, that such financial institutions must affect every month to the Deposits Guarantee Fund (Fondo de Garantía de los Depósitos - FGD) as prescribed by Executive Decree N° 540/95 and implementing regulation, which is effective as of the relevant Interest Determination Date.

“Seller” shall mean Petrobras International Braspetro B.V.

“Shareholder Merger Approval” shall mean the valid approval by the shareholders of the Borrower of the Merger in accordance with Argentine law.

“Significant Subsidiary” shall mean each Subsidiary of the Borrower set forth on Schedule 6.26 under the heading “Significant Subsidiaries” and any other Subsidiary of the Borrower that owns the capital stock of such Subsidiaries.

“Solvent” shall mean, with respect to any Person at any time, that (a) the fair value of the property of such Person and its Subsidiaries on a consolidated basis is greater than the total amount of liabilities (including contingent liabilities) of such Person and its Subsidiaries on a consolidated basis, (b) the present fair saleable value of the property of such Person and its Subsidiaries on a consolidated basis is not less than the amount that will be required to pay the probable liability of such Person and its Subsidiaries on their respective debts as determined on a consolidated basis as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature and (d) such Person is not engaged in a business and is not about to engage in a business for which such Person’s property would constitute an unreasonably small capital.

“Spanish Public Document” shall mean a document público, being either an escritura pública or a póliza or efecto intervenido por fedatario público.

“Specified Acquisition Agreement Representations” shall mean such of the representations made in respect of PPSL and the Target by the Seller in the Acquisition Agreement only to the extent that the Borrower or any of its affiliates has the right to terminate its obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.

“Specified Currency” shall have the meaning provided in Section 12.6(a).

“Specified Representations” shall mean each of the representations and warranties made in Sections 6.1(a), 6.2, 6.3, 6.4(b), 6.4(c), 6.5 (other than clause (a) thereof), 6.8, 6.9 (other than clause (c) thereof), 6.11(c), 6.19, 6.23 and 6.25 of this Agreement.

“Subordinated Indebtedness” shall mean Indebtedness that is subordinated to the Obligations in accordance with the terms set forth on Exhibit L.

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“Subsidiary” of a Person shall mean any corporation or other entity in which such Person, directly or indirectly, in the aggregate and without duplication, owns more than 50% of the outstanding Capital Stock or has the power to elect a majority of the board of directors or similar governing body; provided that, for the avoidance of doubt, all Significant Subsidiaries shall constitute Subsidiaries of the Borrower.

“Substitute Basis” shall have the meaning provided in Section 2.11.

“Supplemental Collateral Agent” shall have the meaning provided in Section 10.1(b).

“Take-Out Debt” shall mean any underwritten offering or private placement of any debt securities in the debt capital markets or any bank loan or other debt financing, in each case issued or incurred in connection with the Acquisition or to refinance the facility provided for herein; provided that the Other Financing Sources shall not constitute Take-Out Debt.

“Target” shall mean Petrobras Argentina S.A.

“Target Material Adverse Effect” shall mean a “Material Adverse Effect” under and as defined in the Acquisition Agreement.

“Target Shares” shall mean, collectively, the Acquired Shares and any other equity interests in the Target held by the Borrower or its Subsidiaries, including American Depositary Shares representing such Acquired Shares or other equity interests.

“Taxes” shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Tender Offer” shall mean the mandatory tender offer for the acquisition of up to 100% of the remaining outstanding capital stock of the Target (other than the Acquired Shares) by the Borrower in accordance with Argentine securities law.

“Tender Offer Commitments” shall mean, collectively, the Tender Offer Dollar Commitments and the Peso Commitments.

“Tender Offer Consideration” shall mean the aggregate cash amount required to be paid by the Borrower to the existing shareholders as the purchase price for all of the outstanding equity interest of the Target (including the shares of ANSES) validly tendered pursuant to the Tender Offer.

“Tender Offer Date” shall mean the date as of which the conditions precedent set forth in Section 5.4 have been satisfied or waived by the Lenders, and which shall occur on or prior to the date that is 120 days after the Closing Date and be a date (together with the Exchange Offer Date) of a Borrowing of Tender Offer Loans.

“Tender Offer Dollar Commitment” shall mean, as to each Tender Offer Dollar Lender, its obligation to make Tender Offer Dollar Loans to the Borrower pursuant to Section 2.1(b) in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Tender Offer Dollar Lender’s name on Schedule 2.1 under the caption “Tender Offer Dollar Commitments” or opposite such caption in the Assignment and Assumption pursuant to which such Tender Offer Dollar Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

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“Tender Offer Dollar Lender” shall mean a Lender with a Tender Offer Dollar Commitment or any outstanding Tender Offer Dollar Loans.

“Tender Offer Dollar Loans” shall have the meaning provided in Section 2.1(b).

“Tender Offer Loan Collateral” shall mean and include (i) 100% of the PPSL Shares, (ii) 100% of the Target Shares held by the Borrower or any of its Subsidiaries, (iii) on and following the Shareholder Merger Approval, 100% of the PEPASA Shares, (iv) on and following the Rio Neuquen Seller Sale Date , 100% of the IEASA Shares, and (v) from the Closing Date until the Permitted Application Date, the Collateral Account and any funds from time to time on deposit therein.

“Tender Offer Loans” shall have the meaning provided in Section 2.1(c).

“Test Period” shall mean, at all times, each period of four consecutive fiscal quarters then most recently ended, in each case taken as one accounting period.

“TGS” shall mean Transportadora de Gas del Sur, a sociedad anónima organized and existing under the laws of Argentina.

“TGS Sale” shall mean the divestiture of 100% of (x) the equity interests in Ciesa and (y) if the TGS Swap is not completed, the beneficial interest in the equity interests of TGS held in the Ciesa Trust, in each case held by the Borrower or its Subsidiaries (other than the Target or its Subsidiaries).

“TGS Swap” shall mean a transaction in which: (i) the Target (or, following the Merger, the Borrower) transfers to the purchaser under the TGS Sale (the “TGS Purchaser”) 100% of its direct or indirect beneficial interests in CIESA (including, for the avoidance of doubt, by transferring Capital Stock of any Person whose sole asset is beneficial interests in CIESA); and (ii) the TGS Purchaser transfers to the Target (or, following the Merger, the Borrower) 100% of its direct and indirect interests in the CIESA Trust.

“TGS Purchaser” shall have the meaning provided in the definition of “TGS Swap”.

“Total Cap” shall have the meaning set forth in the Lead Arranger Fee Letter.

“Transactions” shall mean, collectively, the Closing Date Transactions and the Release Date Transactions.

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“Uncollateralized Portion” shall mean, with respect to any Dollar Loans outstanding at any time, an aggregate principal amount of all such Dollar Loans that do not constitute the Collateralized Portion.

“United States” and “U.S.” shall each mean the United States of America.

“USA PATRIOT Act” shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. No. 107-56, 115 Stat. 272, of the United States.

“Voting Stock” shall mean, with respect to any Person, Capital Stock or other interests (including partnership interests) of such Person then outstanding that are entitled to vote for the election of directors (or persons performing similar functions) of such Person, but excluding such classes of Capital Stock or other interests that are entitled, as a group in a separate cast, to appoint one director of such Person as representative of the minority shareholders.

“Withholding Agent” shall mean the Borrower, the Administrative Agent (with respect to Dollar Loans) and the Argentine Paying Agent (with respect to Peso Loans).

“Write-Down and Conversion Powers” shall mean, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

“YPF” shall mean Yacimientos Petrolíferos Fiscales S.A., a sociedad anónima organized and existing under the laws of Argentina.

1.2              Principles of Construction.

(a)                Each reference to, and the definition of, any document (including any Credit Document) shall be deemed to refer to such document as it may be amended, supplemented, revised or modified from time to time in accordance with its terms and, to the extent applicable, the terms of this Agreement.

(b)               Each reference to a Law or Governmental Approval shall be deemed to refer to such Law or Governmental Approval as the same may be amended, supplemented or otherwise modified from time to time.

(c)                Any reference to a Person in any capacity includes a reference to its permitted successors and assigns in such capacity and, in the case of any Governmental Authority, any Person succeeding to any of its functions and capacities.

(d)               References to days shall refer to calendar days unless Business Days are specified; references to weeks, months or years shall be to calendar weeks, months or years, respectively.

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(e)                All references to a “Section,” “Schedule,” “Appendix,” “Annex,” or “Exhibit” are to a Section of this Agreement or to a Schedule, Appendix, Annex or Exhibit attached hereto.

(f)                The table of contents and Section headings and other captions therein are for the purpose of reference only and do not affect the interpretation of this Agreement.

(g)               Defined terms in the singular shall include the plural and vice versa.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.

(h)               The words “hereof”, “herein” and “hereunder”, and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

(i)                 The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(j)                 The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.

(k)               Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with IFRS.

(l)                 At any time, any reference in the definition of the term “Currency” or in any other provision of this Agreement to the Currency of any particular nation means the lawful currency of such nation at such time whether or not the name of such Currency is the same as it was on the date hereof.  Wherever in this Agreement in connection with a Borrowing, Loan or Commitment an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing, Loan or Commitment is denominated in Pesos, such amount shall be the amount of Pesos that could be purchased with such Dollar amount (rounded to the nearest ARS1,000) using the spot selling rate at which the Argentine Paying Agent offers to sell Pesos for Dollars in the London foreign exchange market at approximately 11:00am., London time, for delivery two (2) Business Days later (the “FX Rate”).

Section 2.                Amount and Terms of Credit.

2.1              The Facilities.

(a)                Each Closing Date Dollar Lender severally agrees, on and subject to the terms and conditions of this Agreement, to make one term loan to the Borrower (each, a “Closing Date Dollar Loan”, and collectively, the “Closing Date Dollar Loans”), in each case in a single disbursement on the Closing Date, in Dollars in an aggregate principal amount up to but not exceeding such Lender’s Closing Date Dollar Commitment and, as to all Lenders, in an aggregate principal amount up to but not exceeding $271,000,000.

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(b)               Each Tender Offer Dollar Lender severally agrees, on and subject to the terms and conditions of this Agreement, to make one term loan to the Borrower (each, a “Tender Offer Dollar Loan”, and collectively, the “Tender Offer Dollar Loans”; together with the Closing Date Dollar Loans, the “Dollar Loans”), in each case in a single disbursement on each of the Exchange Offer Date and the Tender Offer Date, in Dollars in an aggregate principal amount up to but not exceeding such Lender’s Tender Offer Dollar Commitment and, as to all Lenders, in an aggregate principal amount up to but not exceeding $179,000,000.

(c)                Each Peso Lender severally agrees, on and subject to the terms and conditions of this Agreement, to make one term loan to the Borrower (each, a “Peso Loan”, and collectively, the “Peso Loans”; the Peso Loans together with the Tender Offer Dollar Loans are collectively referred to herein as the “Tender Offer Loans” and, together with the Closing Date Dollar Loans, the “Loans”), in each case in a single disbursement on the Tender Offer Date, in Pesos in an aggregate principal amount up to but not exceeding such Lender’s Peso Commitment and, as to all Lenders, in an aggregate principal amount up to but not exceeding ARS2,205,000,000; provided, that if any Peso Loans are made on the Tender Offer Date, the amount of such Peso Loans, as a percentage of the Peso Commitments, shall not exceed the amount of Tender Offer Dollar Loans made in such date, as a percentage of the Tender Offer Dollar Commitments.

(d)               Amounts repaid or prepaid with respect to the Loans may not be reborrowed.

2.2              Notice of Borrowing.  Whenever the Borrower desires to make a Borrowing hereunder, it shall give the Administrative Agent (and, in the case of Peso Loans, the Argentine Paying Agent) a duly completed and irrevocable notice of a Borrowing in substantially the form of Exhibit A (the “Notice of Borrowing”) prior to 11:00 a.m. (Local Time) at least two (2) Business Days prior to the requested date of such Borrowing (or, on the Closing Date, such shorter period as shall be agreed by all Closing Date Dollar Lenders), requesting such Borrowing and specifying the requested date of such Borrowing, the aggregate principal amount and Currency of the Loans to be made on such date and payment instructions for one or more accounts of the Borrower to which such Loans shall be made.  Not later than 11:00 a.m. (New York time) on the Closing Date, each Lender shall make available the amount of the Closing Date Dollar Loans to be made by such Lender on the Closing Date to the Administrative Agent, at the applicable Administrative Account, in immediately available funds, for the account of the Borrower.  Not later than 11:00 a.m. (Local Time) on the Exchange Offer Date or the Tender Offer Date, each Lender shall make available (x) the amount of the Tender Offer Loans to be made by such Lender  in Dollars on the Exchange Offer Date or the Tender Offer Date to the Administrative Agent and (y) the amount of the Tender Offer Loans to be made by such Lender in Pesos on the Exchange Offer Date or the Tender Offer Date to the Argentine Paying Agent, at the applicable Administrative Account, in immediately available funds, for the account of the Borrower.  The amounts so received by the Administrative Agent  or the Argentine Paying Agent, as applicable, shall, subject to the terms and conditions of this Agreement (including, in the case of the Loans made on the Closing Date, Section 10.9), be remitted by the applicable Agent to one or more accounts of the Borrower to be provided and instructed by the Borrower to the Administrative Agent in the applicable Notice of Borrowing (or, on the Closing Date or the Release Date, as instructed in a separate letter of direction from the Borrower).

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2.3              Several Obligations; Certain Remedies Independent.  The failure of any Lender to make its Loans on the Closing Date or on the Tender Offer Date, as applicable, shall not relieve any other Lender of its obligation to make its Loans on such date, and neither any Lender nor any Agent shall be responsible for the failure of any other Lender to make its Loans to be made by such other Lender on such date, and (except as otherwise provided in Section 4.12) no Lender shall have any obligation to any Agent or any other Lender for the failure by such Lender to make its Loans required to be made by such Lender on such date.  The amounts payable by the Borrower at any time hereunder to each Lender shall be a separate and independent debt, and each Lender shall be entitled to protect and enforce its individual rights arising out of this Agreement and the Checks independently of any other Lender, and it shall not be necessary for any other Lender or any Agent to consent to, or be joined as an additional party in, any proceedings to recover the payment of any overdue amounts.

2.4              Checks.

(a)                The Borrower’s obligation to pay the principal of, and interest on, each Loan made by any Lender shall also be evidenced by a corresponding differed payment check (cheque de pago diferido), substantially in the form of Exhibit B, issued in Pesos against account N°             (the “Check Account”) in accordance with Section 54 of Law 24,452, as amended and supplemented, and registered in accordance with Section 55 of Law 24,452, as amended and supplemented, payable to the order of the Lender two (2) days after its issuance (each, a “Check”) and duly executed and delivered on the Closing Date by the Borrower to each Lender. In the case of Checks issued in connection with Dollar Loans, the Checks shall be issued in Pesos for an amount equal to (i) the principal amount due to each Lender, converted at the seller exchange rate informed by Banco de la Nación Argentina on the Business Day prior to its issuance (the “Conversion Rate”), plus (ii) the amount necessary to cover, at the Conversion Rate, any interest due on the principal amount as of the Check’s maturity date, plus (iii) 20%. In the case of Checks issued in connection with Peso Loans, the Checks shall be issued in Pesos for an amount equal to (i) the principal amount due to each Lender, plus (ii) the amount necessary to cover any interest due on the principal amount as of the Check’s maturity date, plus (iii) 20%.

(b)               The Borrower shall be obliged to (x) replace the Checks on the 12^th and 27th day of each month, and/or (y) issue any additional Check to cover any fluctuations of the Conversion Rate, within 3 Business Days following the written request of the Argentine Collateral Agent, acting upon the instructions of each Lender.

(c)                If any Check is lost, stolen, or destroyed, the Borrower shall issue a replacement Check or Checks immediately upon request of the relevant Lender.  The execution and delivery by the Borrower of the Checks shall not limit, reduce or otherwise affect the Obligations of the Borrower, and the rights and claims of the Lenders under any Checks shall not replace or supersede the rights and claims of any Lender under this Agreement.  In the event of a conflict between the terms of this Agreement and any Check, the terms of this Agreement shall prevail.

(d)               After the effectiveness of an assignment made pursuant to Section 12.3, promptly after receipt of a request by the applicable assignee, the Borrower shall execute and deliver to the applicable assignee, in exchange for the existing Check evidencing the Loans so assigned theretofore delivered to the assigning Lender pursuant to this Section 2.4, a new Check payable to such assignee, dated as of the date of the applicable Borrowing and otherwise duly completed.  In the case of an assignment whereby the assigning Lender retains a portion of its Loans, the Borrower shall also execute and deliver to such assigning Lender, in exchange for the existing Check evidencing the Loans so assigned theretofore delivered to the assigning Lender pursuant to this Section 2.4, a new Check payable to such assigning Lender, dated as of the date of the applicable Borrowing and otherwise duly completed.  Any and all costs and expenses that arise from this exchange of Checks shall be borne by the Assignee or the assigning Lender. 

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(e)                To the extent necessary to properly reflect the terms of this Agreement, promptly, at any Lender’s request from time to time, the Borrower shall execute and deliver to such Lender or Lenders, in exchange for the Check or Checks theretofore delivered to such Lender, a new Check.

(f)                Each Check, additional Checks and each replacement of the foregoing shall be delivered by the Borrower to the Argentine Collateral Agent.

2.5              Use of Proceeds.  The Borrower shall use the proceeds of the Loans in accordance with Section 6.24.  None of the Agents, the Joint Lead Arrangers or Lenders shall have any responsibility as to the use of any of such proceeds.

2.6              Termination and Reduction of Commitments.

(a)                The Borrower may at any time terminate, or from time to time reduce, the Commitments of any Class; provided that each voluntary partial reduction of the Commitments of any Class pursuant to this Section 2.6(a) shall be in an amount that is at least $10,000,000 (or whole multiples of $1,000,000 in excess thereof).

(b)               The aggregate amount of the Closing Date Dollar Commitments shall be automatically reduced to zero at the earlier of (a) 5:00 p.m. (New York time) on the date that is 180 days following the Commitment Date and (b) the Borrowing of the Closing Date Dollar Loans in full.

(c)                The aggregate amount of the Tender Offer Commitments shall be automatically reduced to zero at the earliest of (i) 5:00 p.m. (New York time) on the date that is 180 days following the Commitment Date if the Closing Date shall not have occurred on or prior to such date, (ii) 5:00 p.m. (New York time) on the date that is 120 days following the Closing Date, (iii) the Borrowing of the Tender Offer Loans in full and (iv) upon the consummation of the Tender Offer without any Borrowing of Tender Offer Loans hereunder.

(d)               The Commitments shall be subject to automatic reduction:

(i)                 At the times and in the amounts specified in Section 4.3; and

(ii)               upon termination of the solicitation period in respect of the Tender Offer, to the amount sufficient to pay the sum of the Tender Offer Consideration and the Exchange Offer Capital Gains Tax, if such amount is less than the Tender Offer Commitments in effect at such time.

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(e)                Each reduction of Commitments pursuant to Section 2.6 (d)(i) shall be allocated in accordance with Section 4.3(g). Each other reduction of Commitments shall be allocated to reduce the Tender Offer Commitments of the Lenders, in each case in accordance with Section 4.9.

(f)                The Commitments once reduced or terminated may not be reinstated.

2.7              Interest.

(a)                Subject to Sections 2.7(c) and 2.11, the Borrower agrees to pay to (x) the Administrative Agent for the account of each Dollar Lender and (y) the Argentine Paying Agent for the account of each Peso Lender interest in respect of the unpaid principal amount of each Loan of such Lender from the date of the applicable Borrowing (which, in the case of Loans made on the Closing Date shall be the Closing Date, notwithstanding that the Release Date shall not have occurred) until the earlier of (1) payment in full thereof and (2) in the case of Dollar Loans, a Demand Failure Event at a rate per annum which shall be equal to the sum of:

(i)                 for Dollar Loans for each day during each Interest Period applicable thereto, (x) LIBOR for such Interest Period, plus (y) the Applicable Margin for (A) the Uncollateralized Portion of such Dollar Loans on such day and (B) the Collateralized Portion of such Dollar Loans on such day; and

(ii)               for Peso Loans, during each Interest Period applicable thereto (x) Badcor Rate for such Interest Period, plus (y) the Applicable Margin; and

(b)               From and after the date of any Demand Failure Event, the Dollar Loans shall bear interest at a rate per annum equal to the Total Cap (which interest shall be payable on each date that is an integral multiple of three (3) calendar months after the date of such Demand Failure Event).

(c)                Notwithstanding the foregoing, upon the occurrence and during the continuance of any Event of Default, principal and, to the extent permitted by Law, overdue interest in respect of the Loans and any other overdue amount payable by the Borrower hereunder or under any other Credit Document shall bear interest at a rate which is equal to (i) the rate otherwise applicable to such Loan as provided in Section 2.7(a) above, plus (ii) 2.0% per annum (which interest shall be payable on demand).

(d)               Except as provided in Section 2.7 (b) and (c), accrued (and theretofore unpaid) interest shall be payable in arrears in respect of the Loans (i)  on the last day of each Interest Period applicable thereto, (ii) on the amount of the Loans repaid or prepaid, upon such repayment or prepayment, (iii) at any maturity (whether by acceleration or otherwise), and (v) after such maturity, on demand.

(e)                On each Interest Determination Date for Dollar Loans, the Administrative Agent shall determine the applicable LIBOR and shall give notice thereof to the Dollar Lenders and to the Borrower.  On each Interest Determination Date for Peso Loans, the Argentine Paying Agent shall determine the applicable Badcor Rate and shall give notice thereof to the Peso Lenders and to the Borrower.  Each such determination shall, absent manifest error, be conclusive and binding on all parties hereto.

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2.8              Illegality.

(a)                If any Change in Law has made it unlawful, or any central bank or other Governmental Authority has asserted that it is unlawful, for such Lender or its Lending Office to make or maintain any of its Loans (and the designation of a different Lending Office would not avoid such unlawfulness), then such Lender shall promptly notify the Borrower thereof (with a copy to the Administrative Agent) and on notice thereof by such Lender to the Borrower, (i) such Lender’s Commitment of the applicable Class or Classes (if still available), as the case may be, shall be suspended until such time as such Lender notifies the Borrower that the circumstances giving rise to such determination no longer exist and (ii) to the extent necessary to comply with such Change in Law, such Lender’s affected Loans shall be prepaid by the Borrower, together with accrued and unpaid interest thereon and all other amounts payable to such Lender by the Borrower under this Agreement on or before such date as shall be mandated by Change in Law (which payment shall include any additional amounts accrued prior to such prepayment).

(b)               If any Dollar Lender determines that it is unlawful to maintain a LIBOR Loan, then, upon the Borrower’s receipt of notice of such fact and demand from such Dollar Lender, the interest rate payable in respect of such LIBOR Loan shall automatically convert to the sum of the Base Rate in effect from time to time plus the Applicable Margin per annum less 1% (payable on the last day of the Interest Period in respect of such LIBOR Loan and on the last day of each subsequent Interest Period thereafter, provided, however, that upon the occurrence and during the continuance of an Event of Default, such interest (i) shall be the sum of the Base Rate in effect from time to time plus the Applicable Margin plus 1% per annum and (ii) shall be payable on demand) either on the last day of the Interest Period in respect of such LIBOR Loan, if such Dollar Lender may lawfully continue to maintain such LIBOR Loan to such day, or immediately, if such Dollar Lender may not lawfully continue to maintain such LIBOR Loan.

2.9              Increased Costs and Reduction of Return.

(a)                If any Lender shall have determined at any time that it shall incur increased costs or reductions in the amounts received or receivable under this Agreement, its Loans, its Commitment, or its Check with respect to its Loan, or that any Recipient shall be subjected to any Taxes (other than any increased cost or reduction in the amount received or receivable resulting from (A) Indemnified Taxes, (B) Taxes described in clauses (a)(ii), (b), (c) or (d) of the definition of “Excluded Taxes” and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, other obligations, deposits, reserves, other liabilities or capital, in each case, attributable to or because of any Change in Law and/or other circumstances affecting such Lender or the relevant interbank market or the position of such Lender in such market, then, and in any such event, the Borrower shall promptly pay to such Lender, upon demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts received or receivable under this Agreement or its Check.

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(b)               If any Lender shall have determined that (i) the introduction of any Capital Adequacy Regulation, (ii) any change in any Capital Adequacy Regulation, (iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law), or (iv) compliance by such Lender (or its Lending Office) or any Person Controlling such Lender with any Capital Adequacy Regulation, affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any Person Controlling such Lender and (taking into consideration such Lender’s or such Person’s policies with respect to capital adequacy and liquidity and such Lender’s desired return on capital) and if such Lender shall have determined that the amount of such capital or liquidity is increased as a consequence of its Loan, credits or obligations under this Agreement, then, promptly upon demand of such Lender to the Borrower in accordance with clause (c), the Borrower shall pay to such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender for such increase.

(c)                Each Lender will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 2.9.  Such Lender or the Administrative Agent, as applicable, shall deliver to the Borrower a certificate setting forth in reasonable detail the basis for determining the amount that such Lender is entitled to receive pursuant to this Section 2.9, which determination shall be conclusive and binding on the Borrower in the absence of manifest error.

(d)               Failure or delay on the part of any Lender to demand compensation pursuant to this Section 2.9 shall not constitute a waiver of such Lender’s right to demand such compensation.

2.10          Break Funding. The Borrower shall pay (x) to the Administrative Agent for the account of each Dollar Lender and (y) to the Argentine Paying Agent for the account of each Peso Lender, in each case, within five (5) Business Days after the request in writing and delivery of the certificate set forth below by such Lender, such amount or amounts (if any) as shall be sufficient to compensate it for any loss, cost or expense (excluding the loss of any anticipated profit) including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its Loans or from fees payable to terminate the deposits from which such funds were obtained that such Lender reasonably determines is attributable to:

(a)                the failure of the Borrower to make on a timely basis any payment of principal of the Loans;

(b)               the failure of the Borrower to borrow the Loans after the Borrower has given a Notice of Borrowing;

(c)                the failure of the Borrower to make any prepayment in accordance with any notice delivered under Section 4.2 or Section 4.3; or

(d)               the prepayment or repayment (including pursuant to Section 4.1, 4.2 or 4.3 (other than a prepayment contemplated by Section 4.3(i); provided, that the Borrower shall use commercially reasonable efforts to mitigate any such cost or expense attributable to a prepayment contemplated by Section 4.3(i)) or other payment of Loans on a day that is not the last day of the relevant Interest Period;

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Each Lender will furnish to the Borrower and the Administrative Agent a certificate setting forth in reasonable detail the basis and amount of each request by such Lender for compensation under this Section 2.10, which certificate shall be conclusive and binding on the Borrower and the Administrative Agent in the absence of manifest error.

2.11          Inability to Determine Rates.  If, on or prior to the first day of any Interest Period (an “Affected Interest Period”) with respect to Dollar Loans:

(a)                the Administrative Agent determines that, by reason of circumstances affecting the London interbank Eurodollar market, “LIBOR” cannot be determined pursuant to the definitions thereof; or

(b)               the Majority Dollar Lenders reasonably determine and notify the Administrative Agent that the relevant rates of interest referred to in the definition of “LIBOR” in Section 1.1 upon the basis of which the rate of interest for Dollar Loans for such Affected Interest Period is to be determined will not be adequate to cover the cost to each such Dollar Lender of making or maintaining their pro rata share of the Dollar Loans for such Affected Interest Period (each, an “Affected Lender” and together, the “Affected Lenders”), it being understood that the Administrative Agent shall have no obligation or responsibility to investigate or inquire into the reasonableness of any determination of the Majority Dollar Lenders and is fully protected in acting upon any notice delivered pursuant to this Section 2.11(b);

the Administrative Agent shall give notice thereof (a “Rate Determination Notice”) to the Borrower and the Dollar Lenders as soon as practicable thereafter.  If such notice is given, during the 30 day period following such Rate Determination Notice (the “Negotiation Period”), the Affected Lenders and the Borrower shall negotiate in good faith with a view to agreeing upon a substitute interest rate basis for their pro rata share of the Dollar Loans that shall reflect the cost to the Affected Lenders of funding their pro rata share of the Dollar Loans from alternative sources (a “Substitute Basis”), and if such Substitute Basis is so agreed upon during the Negotiation Period, upon notice to the Administrative Agent of such Substitute Basis, such Substitute Basis shall apply with respect to the pro rata share of the Dollar Loans of an Affected Lender in lieu of LIBOR to all Interest Periods commencing on or after the first day of the Affected Interest Period, until the circumstances giving rise to such notice have ceased to apply and the Affected Lenders have notified the Administrative Agent that such Substitute Basis should no longer apply in lieu of LIBOR.  If a Substitute Basis is not agreed upon during the Negotiation Period, the Borrower may elect to prepay the Affected Lenders’ pro rata share of the Dollar Loans pursuant to Section 4.2; provided, however, that if the Borrower does not elect so to prepay, each Affected Lender shall reasonably determine (and shall certify from time to time in a certificate delivered by such Lender to the Administrative Agent setting forth in reasonable detail the basis of the computation of such amount) the per annum rate basis reflecting the cost to such Affected Lender of funding its pro rata share of the Dollar Loans for the Interest Period commencing on or after the first day of the Affected Interest Period, until the circumstances giving rise to such notice have ceased to apply, and the Affected Lenders have notified the Administrative Agent that such Substitute Basis should no longer apply in lieu of LIBOR, and such rate basis shall be binding upon the Borrower and such Dollar Lender and shall apply in lieu of LIBOR for the relevant Interest Period.

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2.12          Defaulting Lenders.

(a)                Defaulting Lender Adjustments.  Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:

(i)                 Waivers and Amendments.  Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of “Majority Dollar Lenders” or “Majority Lenders”, as applicable.

(ii)               Defaulting Lender Waterfall.  Any payment of principal, interest, fees or other amounts received by the Administrative Agent or the Argentine Paying Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 9 or otherwise) or received by the Administrative Agent or the Argentine Paying Agent from a Defaulting Lender pursuant to Section 4.13(a) shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Agents hereunder; second, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement; third, if so determined by the Borrower, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement; fourth, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fifth, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender's breach of its obligations under this Agreement; and sixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction.  Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender pursuant to this Section 2.12(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(iii)             Fees.  No Defaulting Lender shall be entitled to receive any fees while such Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).

(b)               Defaulting Lender Cure.  If the Borrower agrees in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent (at the direction of the Borrower) will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans to be held pro rata by the Lenders in accordance with the Commitments under the applicable facility, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

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Section 3.                Fees.

3.1              Fee Letters.  The Borrower agrees to pay the fees in such amounts and at such times as specified in the Fee Letters.

3.2              Ticking Fees.  The Borrower agrees to pay:

(a)                to the Administrative Agent for the account of each Tender Offer Dollar Lender, a ticking fee at the rate equal to 40% of the Applicable Margin for Dollar Loans per annum, and

(b)               to the Argentine Paying Agent for the account of each Peso Lender, a ticking fee equal to 1.65% per annum,

in each case, (i) computed on the daily average unused amount of the applicable Tender Offer Commitment (giving effect to any reductions in the Tender Offer Commitment amount pursuant to Section 2.6) during the period from the Closing Date until the termination of the entire Tender Offer Commitments pursuant to Section 2.6 and (ii) payable (x) through withholding from the proceeds of the Loans on the Tender Offer Date or upon payment from the Borrower to the Administrative Agent or the Argentine Paying Agent on or before the Tender Offer Date and (y) upon termination or expiry of the entire Tender Offer Commitments pursuant to Section 2.6.

3.3              Duration Fees.  On each Duration Fee Payment Date (as set forth in the table below), the Borrower agrees to pay a duration fee (x) to the Administrative Agent for the account of each Dollar Lender and (y) to the Argentine Paying Agent for the account of each Peso Lender, in an amount equal to the Duration Fee Percentage (as set forth in the table below) set forth directly opposite such relevant Duration Fee Payment Date, in each case on the aggregate principal amount of the Loans outstanding as of such Duration Fee Payment Date:

 

Section 4.                Prepayments; Payments.

4.1              Scheduled Repayment.  The Borrower agrees to repay to the Lenders the full principal amount of the Loans by paying the entire outstanding principal amount of the Loans on the Maturity Date.

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4.2              Voluntary Prepayments.  The Borrower shall have the right to prepay the Loans, in whole or in part, at any time and from time to time on the following terms and conditions:  (i) the Borrower shall give to the Administrative Agent at least three (3) days’ prior written notice of its intent to prepay the Loans and the aggregate principal amount and Currency of the prepayment, which notice shall specify the date of prepayment; provided that a notice of prepayment delivered by Borrower may state that such notice is conditioned upon the effectiveness of another credit facility or the closing of a securities offering, in which case such notice may be revoked by Borrower (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied; (ii) such prepayment shall be in an aggregate principal amount of at least $10,000,000 (or whole multiples of $1,000,000 in excess thereof); and (iii) prepayments of Loans may only be made pursuant to this Section 4.2 on the last day of an Interest Period applicable thereto, unless the Borrower pays all (A) accrued and unpaid interest thereon and (B) amounts owing under Section 2.10 as a result of prepaying the Loans on a day other than the last day of the Interest Period applicable thereto.

4.3              Mandatory Prepayments.

(a)                Restricted Asset Disposition.  In the event of any Restricted Asset Disposition by the Borrower or any of its Subsidiaries, no later than five (5) Business Days prior to the occurrence of such proposed disposition, the Borrower will deliver to the Administrative Agent a certificate signed by an Authorized Officer of the Borrower in form and detail reasonably satisfactory to the Majority Lenders, stating the expected amount of the Net Available Proceeds of such proposed disposition, and the Borrower will repay or cause to be repaid the Loans within five (5) Business Days following the receipt of any Net Available Proceeds by the Borrower (subject to clause (i) below) or, in the case of a Restricted Asset Disposition pursuant to clause (e) of the definition thereof, within five (5) Business Days of the later of (x) the Shareholder Merger Approval and (y) the receipt of any Net Available Proceeds by the Borrower or any of its Subsidiaries (subject to clause (h) below), and thereafter any unused Commitments shall be subject to automatic reduction, in an aggregate amount equal to:

(i)                 Other than in the case of a Restricted Asset Disposition pursuant to clause (e) of the definition thereof, 100% of the Net Available Proceeds of such Restricted Asset Disposition; and

(ii)               in the case of a Restricted Asset Disposition pursuant to clause (e) of the definition thereof, 25% of the first $100,000,000 of the aggregate amount of all Net Available Proceeds of such Restricted Asset Dispositions pursuant to clause (e) and thereafter 100% of such Net Available Proceeds.

(b)               Capital Distributions.  In the event of any capital distribution (i) by any Subsidiary of the Borrower (other than the Target) (including without limitation all dividends, and management fees paid to the Borrower), upon the receipt of Net Distribution Proceeds of such capital distribution by the Borrower or (ii) by the Target (including without limitation all dividends and management fees paid to the Borrower or any Subsidiary of the Borrower), upon the receipt of Net Distribution Proceeds of such capital distribution by the Borrower or any Subsidiary of the Borrower, in each case, the Borrower shall (x) first, pay, or reserve in Cash or Cash Equivalents for, Operating Expenses of Borrower due in the 6 (six) months following the receipt of such Net Distribution Proceeds, (y) second, pay, or reserve in Cash or Cash Equivalents for, any interest and fees due hereunder in the 6 (six) months following the receipt of such Net Distribution Proceeds, (z) to the extent of any remaining balance of Net Distribution Proceeds of such capital distribution repay or cause to be repaid the Loans within 5 (five) Business Days following the receipt of the Net Distribution Proceeds of such capital distribution (subject to clause (i) below), and thereafter any unused Commitments shall be subject to automatic reduction, in an aggregate amount equal to 100% of the amount of such remaining balance.

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(c)                Debt Issuance.  In the event of (i) any incurrence of Indebtedness (other than as permitted by Section 8.1, but excluding (A) Take-Out Debt and (B) debt permitted under Section 8.1(q)(i)) by the Borrower or any of its Subsidiaries (other than (x) the Target and its Subsidiaries and (y) EASA to the extent such Indebtedness is incurred by EASA as a result of the sale by the Borrower or any Subsidiary or Affiliate of the Borrower of outstanding debt securities of EASA) after the date hereof, the Borrower shall repay or cause to be repaid the Loans within 5 (five) Business Days of the receipt by the Borrower of Net Available Proceeds of such incurrence or issuance by the Borrower or such Subsidiary, as applicable (subject to clause (i) below), and thereafter any unused commitments shall be subject to automatic reduction, in an aggregate amount equal to 100% of such Net Available Proceeds and (ii) any incurrence of Indebtedness (other than as permitted by Sections 8.1(e), (i), (l), (o) and (p)) by the Target or any of its Subsidiaries (including any Net Available Proceeds of the refinancing of the Existing Notes in excess of $320,000,000 (such Net Available Proceeds, the “Excess PESA Proceeds”)) after the Commitment Date, the Borrower shall repay or cause to be repaid the Loans within five (5) Business Days of the date of the Shareholder Merger Approval (subject to clause (i) below), in an aggregate amount equal to (x) if the Refinancing Proceeds Conditions are satisfied on or prior to the required date of such prepayment pursuant to this clause (c)(ii) after giving pro forma effect to such prepayments, 50% of the Net Available Proceeds of such incurrence or issuance by the Target or such Subsidiary, as applicable; provided that the Target or such Subsidiary shall not be able to retain more than $90,000,000 of the Excess PESA Proceeds and (y) otherwise, 100% of the Net Available Proceeds of such incurrence or issuance by the Target or such Subsidiary, as applicable, and thereafter any unused Commitments shall be subject to automatic reduction, in an aggregate amount equal to such prepayment.

(d)               TGS Sale.  In the event any proceeds from the TGS Sale are received by the Borrower or any of its Subsidiaries after the Closing Date, the Borrower will repay or cause to be repaid the Loans within five (5) Business Days following the receipt of any such Net Available Proceeds (subject to clause (i) below), and thereafter any unused Commitments shall be subject to automatic reduction, in an aggregate amount equal to 100% of such Net Available Proceeds.

(e)                Take-Out Debt.  In the event of any incurrence of Take-Out Debt by the Borrower or any of its Subsidiaries, whether in one transaction or a series of transactions, the Borrower shall repay or cause to be repaid the Loans within 3 (three) Business Days of the receipt by the Borrower or such Subsidiary of Net Available Proceeds of such incurrence (subject to clause (i) below) and thereafter any unused commitments shall be subject to automatic reduction, in an aggregate amount equal to 100% of such Net Available Proceeds.

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(f)                Retained Borrower Share Sale.  In the event that (i) any Tender Offer Loans are disbursed on the Exchange Offer Date to pay the Exchange Offer Capital Gains Tax and (ii) there is a Retained Borrower Share Sale, the Borrower shall repay or cause to be repaid the Loans within 3 (three) Business Days of the receipt by the Borrower of Net Available Proceeds of such Retained Borrower Share Sale (subject to clause (i) below) and thereafter any unused commitments shall be subject to automatic reduction, in an aggregate amount equal to 100% of such Net Available Proceeds but not to exceed the aggregate amount of Tender Offer Loans disbursed on the Exchange Offer Date to pay the Exchange Offer Capital Gains Tax.

(g)               Repayments and/or Commitment reductions described in paragraphs (a) through (f) above shall be allocated to prepay outstanding Loans until such Loans have been repaid in full and then to reduce unused Commitments. Repayments of Loans shall be applied among Classes of Loans ratably according to the respective unpaid principal amounts of the Loans of such Classes. Repayments of Loans described in paragraph (d) above, and in paragraph (i) below to the extent such repayment pursuant to paragraph (i) arises from a prepayment event of the type described in paragraph (d) above, shall be applied (i) first to repay the JLA Loans ratably according to the respective unpaid principal amounts thereof, until the Reduction Threshold has been achieved, and (ii) thereafter in accordance with Section 4.9. Repayments of Loans described in paragraphs (a), (b), (c), (e) and (f) above, and in paragraph (i) below to the extent such repayment pursuant to paragraph (i) arises from a prepayment event of the type described in any of such paragraphs, shall be applied in accordance with Section 4.9.

(h)               Each prepayment made pursuant to this Section 4.3 shall be accompanied by (i) all interest accrued on the amount prepaid and (ii) all other amounts then due on, or with respect to, such portion of the Loans being prepaid, including any amounts owing under Section 2.10.

(i)                 Notwithstanding anything to the contrary in this Agreement, except as permitted under Argentine Law and the Central Bank’s Regulations, no mandatory prepayment in respect of Dollar Loans shall be required to be made pursuant to this Section 4.3 prior to the date that is 120 days after the Closing Date (or such earlier date as permitted under Argentine Law and the Central Bank’s Regulations) (the “Permitted Application Date”); provided, that any amount of Dollars that is otherwise required to be applied to prepay Dollar Loans prior to the Permitted Application Date pursuant to clauses (a) through (e) of this Section 4.3 shall instead be deposited by the Borrower or its applicable Subsidiary in the Collateral Account in accordance with Section 7.17 hereof until the Permitted Application Date and shall be applied on the Permitted Application Date to prepay the Dollar Loans in accordance with this Section 4.3.

4.4              Payments Generally.  Each payment of principal, interest and other amounts to be made under this Agreement and the other Credit Documents shall (unless otherwise specified therein) be made in (i) for amounts owing in respect of Dollar Loans and Dollar Commitments, Dollars and (ii) for amounts owing in respect of Peso Loans and Peso Commitments, Pesos, in each case, in immediately available funds, without deduction, set off or counterclaim, to the applicable Administrative Account not later than 11:00 a.m. (Local Time) on the date on which such payment shall become due (each such payment made after such time on such due date to be deemed to have been made on the next succeeding Business Day).

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If at the time when any payment by a Loan Party or Borrower in connection with a Dollar Loan is due hereunder or under any other Credit Document there is any restriction or prohibition on access to the Argentine exchange market or a requirement to have prior authorization of the Central Bank or any other Governmental Authority and such authorization is not available on the date when payment is due, to the fullest extent permitted by law, the Borrower or applicable Loan Party shall, at its own expense, obtain the required amount of Dollars to pay such amount due under the Credit Documents, through: (i) the purchase with Pesos of any Dollar-denominated public or private bond or tradable debt or equity security listed in Argentina and the subsequent transfer and sale thereof outside of Argentina for Dollars; (ii) the purchase of Dollars in any market in which Dollars may be purchased, with any legal tender; or (iii) any other lawful mechanism for the acquisition of Dollars in the Argentine exchange market. The Borrower and each Loan Party shall be liable for and shall pay all taxes, costs, fees and expenses payable in connection with the transactions referred to herein for the purchase of Dollars to effect payment of any amount due and owing hereunder. Interest shall continue to accrue as specified in this Agreement on any amounts that are not paid on the due date therefor as a result of the Borrower or any other Loan Party’s entering into or consummating any transaction to obtain Dollars to make any required payment hereunder or any other Credit Document and such shall continue to accrue until full payment of such amount due is made to the Administrative Agent, the Argentine Paying Agent or the Lenders, as the case may be, in accordance with this Agreement and the other Credit Documents. Notwithstanding anything to the contrary contained in this Agreement or in any obligation of the Borrower to any other Person, nothing shall be construed to relieve or otherwise affect the unconditional obligation of the Borrower to satisfy all payment and other obligations under this Agreement on or prior to the due dates thereof.  Nothing in this Agreement shall prejudice the rights, powers and discretions of any Agent under any of the Security Documents.

The Borrower and each Loan Party hereby acknowledges and agrees that this Agreement and the other Credit Documents constitute a cross-border financing and any Dollar Loan or disbursements made by any Lender hereunder will be made in Dollars and, therefore, it is of the essence of this Agreement that any and all payments made by the Borrower or any other Loan Party hereunder or under any other Credit Document in connection with any Dollar Loan is made exclusively in Dollars.  The Borrower and each other Loan Party hereby expressly waives in accordance with Section 765 of the Argentine Civil and Commercial Code any right to pay in Pesos any amount due under this Agreement or any other Credit Document.

4.5              Application of Payments.  The Borrower shall, subject to Sections 4.3(g) and 4.9, at the time of making each payment under this Agreement and the other Credit Documents for the account of any Lender, specify to the Administrative Agent or the Argentine Paying Agent, as applicable (which Agent shall notify the intended recipient(s) thereof), the amounts payable by the Borrower hereunder and direct the Administrative Agent or the Argentine Paying Agent, as applicable, as to which Loans such payment it is to be applied (and in the event that the Borrower fails to so specify, such payment may be distributed to the Lenders for application in such manner as the Majority Lenders, subject to Section 4.9 and Section 12.20(a), may determine to be appropriate).

4.6              Payments by Agents to Lenders.  Subject to Section 4.5, each payment received by (x) the Administrative Agent under this Agreement for account of any Dollar Lender or (x) the Argentine Paying Agent under this Agreement for account of any Peso Lender shall be paid by the applicable Agent promptly to such Lender, but in any event within one (1) Business Day, for account of such Lender’s applicable Lending Office.

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4.7              Application of Insufficient Payment.  Subject to Section 12.20(a), if at any time insufficient funds are available to an Agent to pay fully all amounts of principal, interest, fees and other amounts then due and payable hereunder, such funds shall be applied (a) first, to pay any amounts (including any fee, reimbursement and indemnification amounts) then due and payable to each Agent, the Account Bank or the Securities Intermediary in capacity as such, (b) then, to pay interest then due and payable hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest then due and payable to such parties, (c) then, to pay fees then due and payable hereunder, ratably among the parties entitled thereto in accordance with the amounts of fees then due and payable to such parties, (d) then, to pay principal then due and payable hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due and payable to such parties, and (e) then, to pay other amounts then due and payable hereunder to Persons other than the Borrower, ratably among the parties entitled thereto in accordance with the amounts of such other amounts then due and payable to such parties.

4.8              Non-Business Days.  If the due date of any payment under this Agreement would otherwise fall on a day that is not a Business Day (unless otherwise specified herein), such date shall be extended to the next succeeding Business Day, and interest shall be payable for any principal so extended for the period of such extension.

4.9              Pro Rata Treatment.  Except to the extent otherwise expressly provided herein, (a) the Loans of each Class shall be made, and any reduction of Commitments shall be made, pro rata according to the respective amounts of the Commitments of such Class, (b) each payment or prepayment of principal of the Loans shall be made for account of the Lenders pro rata in accordance with the respective unpaid principal amounts of the Loans held by them and (c) each payment of interest and fees on the Loans shall be made for account of the applicable Lenders pro rata in accordance with the respective amounts of interest on the Loans then due and payable to them.

4.10          Computations.  All computations of interest and fees hereunder shall be made (a) for Dollar Loans on the basis of a year of 360 days and (b) for Peso Loans on the basis of a year of 365 days, in each case, for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fee is payable; provided that computations of interest at the Base Rate hereunder shall be made on the basis of a 365 or 366 day year, as the case may be, and the actual number of days elapsed.

4.11          Interest Rate Limitation.  Notwithstanding anything herein to the contrary, if at any time the applicable interest rate on any Loan, together with all fees and charges that are treated as interest under applicable Law, as provided for herein or in any other document executed in connection herewith, or otherwise contracted for, charged, received, taken or reserved by any Lender, shall exceed the maximum lawful rate that may be contracted for, charged, taken, received or reserved by such Lender in accordance with applicable Law, the rate of interest payable hereunder, together with all such fees and charges payable to such Lender, shall be limited to such maximum lawful rate, provided that such excess amount shall be paid to such Lender on subsequent payment dates to the extent not exceeding the legal limitation.

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4.12          Non-Receipt of Funds by Agents.  Unless the Administrative Agent shall have been notified in writing by any Lender or the Borrower (the “Payor”) prior to the date on which the Payor is to make payment to the Administrative Agent or the Argentine Paying Agent, as applicable, (in the case of a Lender) of the proceeds of a Loan to be made by such Lender hereunder or (in the case of the Borrower) of a payment to the Administrative Agent or the Argentine Paying Agent, as applicable, for account of one or more of the Lenders hereunder (any such payment being herein called the “Required Payment”) that such Lender or the Borrower, as the case may be, will not make the Required Payment, the applicable Agent may (but shall not be required to) assume that the Payor is making the Required Payment available to such Agent and, in reliance upon such assumption, make available to the Lenders or the Borrower, as the case may be, a corresponding amount.  If such amount is not made available to the applicable Agent by the required time on such date, the Payor shall pay to the applicable Agent, within one Business Day after demand, such amount with interest thereon at a rate (in the case of a Lender) equal to the rate specified by the applicable Agent as its cost of funding such amount for the period and (in the case of the Borrower) equal to the rate specified in Section 2.7(c), in each case until such amount is made available to the applicable Agent.  A certificate of the Administrative Agent or the Argentine Paying Agent, as applicable, submitted to any Payor with respect to any amounts owing under this Section 4.12 shall be conclusive in the absence of manifest error.

4.13          Set-Off; Sharing Among Lenders.

(a)                Set-Off.  Upon the occurrence and during the continuance of any Event of Default, each Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other indebtedness at any time owing by such Lender to or for the credit or the account of the Borrower against any and all of the obligations of such Person now or hereafter existing under this Agreement or any other Credit Document to such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Credit Document and although such obligations of the Borrower may be contingent or unmatured; provided that the right of set-off shall not apply to deposits of the Borrower held in accounts at any Argentine branch of Citibank, N.A., Argentina Branch, Banco de Galicia y Buenos Aires S.A., Banco Hipotecario S.A. or Industrial and Commercial Bank of China Ltd. other than accounts Nos.                 ,                  ,             and               , respectively; provided, further, that in the event that any Defaulting Lender shall exercise any such right of set-off, (x) all amounts so set off shall be paid over immediately to the Administrative Agent or the Argentine Paying Agent, as applicable, for further application in accordance with the provisions of Section 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agents and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of set-off.  Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application, provided that the failure to give such notice shall not affect the validity of such set-off and application.  The rights of each Lender under this Section 4.13 are in addition to other rights and remedies (including other rights of set-off) that such Lender may have.

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(b)               Sharing Among Lenders.  If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on its Loans or other obligations hereunder resulting in such Lender’s receiving payment of a proportion of the amount of its Loans and accrued interest thereon or other such obligations greater than its pro rata share thereof then the Lender receiving such greater proportion shall (i) notify the Administrative Agent of such fact, and (ii) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that (x) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and (y) the provisions of this clause (b) shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to an assignee or Participant, other than to the Borrower or any Affiliate thereof (as to which the provisions of this clause (b) shall apply).

(c)                Participants.  Any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

(d)               Exercise of Rights Not Required.  Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower or any of its Subsidiaries.

4.14          Taxes.

(a)                Any and all payments by or on account of any obligation of the Borrower under any Credit Document shall be made without deduction or withholding for any Taxes, except as required by applicable Law.  If any applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 4.14) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.  Notwithstanding the foregoing, and for the avoidance of doubt, nothing herein shall be construed to obligate the Administrative Agent to determine the duties or liabilities of the Borrower or any paying agent of the Borrower with respect to any deductions and/or withholdings required by any Law or Governmental Authority outside the United States, or to pay any such deductions or withholdings to any such Governmental Authority.

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(b)               The Borrower shall, within 10 days of demand therefor, indemnify the Lenders and Agents against, and reimburse the Lenders and Agents upon demand for, any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 4.14) paid or payable at any time by any Lender or any Agent, whether or not such Taxes were correctly or legally imposed by the relevant Governmental Authority and any incremental loss, liability, claim or expense, including legal fees, that the Lenders or Agents may incur at any time arising out of or in connection with any failure of the Borrower to make any payment of Indemnified Taxes when due.  A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent), or by an Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. Operational Stamp Taxes applicable to Peso Loans shall be paid to the Argentine Paying Agent on each payment date.

(c)                The Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable Law, or at the option of the Administrative Agent or the Argentine Paying Agent, as applicable, timely reimburse it for the payment of, any Other Taxes (including, without limitation, any applicable stamp tax).

(d)               As soon as practicable after any payment of Taxes by the Borrower to a Governmental Authority pursuant to this Section 4.14, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e)                Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Credit Document shall deliver to the Borrower and the Administrative Agent or the Argentine Paying Agent, as applicable, at the time or times reasonably requested by the Borrower, the Administrative Agent or the Argentine Paying Agent, such properly completed and executed documentation reasonably requested by the Borrower, the Administrative Agent or the Argentine Paying Agent as will permit such payments to be made without withholding or at a reduced rate of withholding.  In addition, any Lender, if reasonably requested by the Borrower, the Administrative Agent or the Argentine Paying Agent, shall deliver such other documentation prescribed by applicable Law as will enable the Borrower, the Administrative Agent or the Argentine Paying Agent to determine whether or not such Lender is subject to backup withholding.  Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(f)                If a payment made to a Lender under any Credit Document would be subject to withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent or the Argentine Paying Agent, as applicable, at the time or times prescribed by Law and at such time or times reasonably requested by the Borrower, the Administrative Agent or the Argentine Paying Agent such documentation prescribed by applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) as may be necessary for the Borrower and the Administrative Agent or the Argentine Paying Agent, as applicable, to comply with their obligations under FATCA and to determine the amount to deduct and withhold from such payment.  Solely for purposes of this clause (f), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

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(g)               Each Lender agrees that if any form or certification it previously delivered pursuant to this Section 4.14 expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent or the Argentine Paying Agent, as applicable, in writing of its legal inability to do so.

(h)               If any party determines, in its sole discretion exercised in good faith, that it has received a credit for or refund of any Taxes as to which it has been indemnified pursuant to this Section 4.14 (including by the payment of additional amounts pursuant to this Section 4.14), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 4.14 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund).  Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this Section 4.14(h) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority.  Notwithstanding anything to the contrary in this Section 4.14(h), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this Section 4.14(h) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.  This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(i)                 Notwithstanding anything herein to the contrary, so long as no Event of Default has occurred and is continuing, no Lender, Participant or assignee under this Agreement shall be entitled to any compensation pursuant to this Section 4.14 in excess of the amount that would have been payable to a Lender that was a bank or other financial institution that satisfied the following requirements of section 93.c of the Argentine income tax law: (i) is overseen by the respective central bank or equivalent authority in its jurisdiction and (ii) either (x) is located in a jurisdiction not deemed as a non-cooperative jurisdiction for fiscal transparency purposes by the Argentine income tax law or (y) is located in a jurisdiction that has executed an tax exchange information treaty with Argentina and in which no banking, stock market or other kind of secrecy may be invoked pursuant to such jurisdiction’s domestic regulations against an information request by the respective tax authorities.

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4.15          Mitigation Obligations; Replacement of Lenders.

(a)                Designation of a Different Lending Office.  If any Lender requests compensation under Section 2.9, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 4.14 (but in the case of Section 4.14 only to the extent the obligation to pay any such Indemnified Taxes or additional amounts results from a Change in Law after the Closing Date), then such Lender shall (at the request of the Borrower) use commercially reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.9 or Section 4.14, as the case may be, in the future, and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender in such Lender’s reasonable judgment.  The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b)               Replacement of Lenders.  If any Lender requests compensation under Section 2.9, or if the Borrower is required to pay any Indemnified Taxes or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 4.14 (but in the case of Section 4.14 only to the extent the obligation to pay any such Indemnified Taxes or additional amounts results from a Change in Law after the Closing Date), or if any Lender is a Defaulting Lender, or the Borrower or the Administrative Agent has requested the Lenders to consent to a departure from or a waiver of any provisions of the Credit Documents or to agree to any amendment thereto, in each case requiring the consent of “each Lender” or “each Lender directly affected thereby” with respect to which Majority Lender consent has been obtained and a Lender does not agree to such consent, waiver or amendment, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 12.3), all of its interests, rights and obligations under this Agreement and the Checks to an Eligible Assignee that shall assume such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment), provided that such assignment or delegation shall be required only if:

(i)                 the Borrower shall have paid to the Administrative Agent or the Argentine Paying Agent, as applicable, the assignment fee specified in Section 12.3;

(ii)               such Lender shall have received payment of an amount equal to the aggregate outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under its Checks (including any amounts under Section 2.10) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);

(iii)             in the case such assignment or delegation resulting from a claim for compensation under Section 2.9 or payments required to be made pursuant to Section 4.14, such assignment will result in a reduction in such compensation or payments thereafter;

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(iv)             no Event of Default shall have occurred and is continuing;

(v)               such assignment or delegation does not conflict with applicable Law; and

(vi)             the circumstances entitling the Borrower to require such assignment and delegation have not ceased to apply.

Section 5.                Conditions Precedent

5.1              Conditions Precedent to Closing Date.  The obligation of the Lenders to make the Closing Date Dollar Loans on the Closing Date shall be subject to the conditions precedent that the Administrative Agent shall have received each following documents and each of the following conditions shall have occurred, or shall occur concurrently therewith, each in form and substance reasonably satisfactory to the Lenders:

(a)                The Administrative Agent shall have received counterparts of this Agreement, duly executed and delivered by the Borrower.

(b)               The Administrative Agent shall have received a certificate from the Borrower, dated the Closing Date, signed by an Authorized Officer of the Borrower, substantially in the form of Exhibit C hereto, certifying the names and true signatures of the officers of the Borrower authorized to sign the Credit Documents and attaching true, correct and complete copies of (i) the Organizational Documents of the Borrower, (ii) the necessary resolutions of the board of directors (and/or other relevant governing body) of the Borrower, each certified by an Authorized Officer of the Borrower (which certificate shall state that such resolutions are in full force and effect on the Closing Date) and (iii) a good standing certificate relating to the legal existence (to the extent applicable and available in the particular jurisdiction) of the Borrower.

(c)                The Agents and the Lenders shall have received the following legal opinions:

(i)                 an opinion of Milbank, Tweed, Hadley & McCloy LLP, special New York counsel for the Joint Lead Arrangers;

(ii)               an opinion of Bruchou, Fernández Madero & Lombardi Abogados, special Argentina counsel for the Joint Lead Arrangers;

(iii)             an opinion of Cleary Gottlieb Steen & Hamilton LLP, special United States counsel for the Loan Parties and

(iv)             an opinion of Salaverri, Dellatorre, Burgio & Wetzler Malbrán Abogados, special Argentina counsel for the Loan Parties.

(d)               The Administrative Agent shall have received a certificate of the chief financial officer or similar Authorized Officer of the Borrower dated the Closing Date, substantially in the form of Exhibit D, certifying that the Borrower and its Subsidiaries are Solvent on a consolidated basis and will be Solvent on a consolidated basis after giving pro forma effect to the Transactions.

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(e)                The Administrative Agent shall have received satisfactory evidence that all Governmental Approvals and consents of, and notices to, any other Person, but only to the extent such Governmental Approvals, consents, and notices are required in connection with the following, have been obtained, or made, and are in full force and effect:  (i) the due execution, delivery, recordation, filing or performance by the Loan Parties of the Credit Documents, the consummation of the Closing Date Transactions and (ii) if the proceeds of the Dollar Loans will not be exchanged into Pesos through the Argentine foreign exchange market, prior written consent from the Central Bank shall be obtained authorizing access to the Argentine foreign exchange market for the Borrower to purchase Dollars and transfer them abroad to pay from time to time, or prepay, principal, interest and any other amount owing under the Loans.

(f)                The Lenders shall have received copies of (i) the audited annual consolidated and unconsolidated financial statements of the Borrower for the fiscal years ended December 31, 2013, 2014 and 2015, and (ii) unaudited quarterly consolidated and unconsolidated financial statements of the Borrower and the Target for the fiscal quarters ended March 31, 2016.

(g)               The Administrative Agent shall have received an acceptance letter regarding each Loan Party’s appointment of the Process Agent, duly executed and delivered by the Process Agent.

(h)               All fees and expenses required to be paid under the Credit Documents (including the Fee Letters as applicable) on or prior to the Closing Date, in each case to the extent invoiced at least two (2) Business Days prior to the Closing Date, shall have been paid.

(i)                 At least five (5) days prior to the Closing Date, each Agent and each Lender shall have received such documentation and other information about the Loan Parties required under applicable client onboarding procedures or “know your customer” or anti-money laundering rules and regulations, including the USA PATRIOT Act, as has been reasonably requested in writing at least 10 days prior to the Closing Date.

(j)                 The Administrative Agent shall have received a Notice of Borrowing meeting the requirements of Section 2.2.

(k)               Each Lender shall have received (i) a Check duly executed by the Borrower, in accordance with Section 2.4 in respect of the Closing Date Dollar Loans and (ii) a Form FR U-1 or FR G-3, as applicable, duly completed and executed by the Borrower.

(l)                 (i) The terms and conditions of (x) each Other Financing Source (other than any issuance of Capital Stock (other than Disqualified Equity)) and (y) the Closing Date Intercompany Debt, shall be reasonably satisfactory to the Lenders; provided that (A) the terms of the YPF Participation contained in the Memorandum of Understanding delivered to the Lenders on April 28, 2016 shall be deemed to be reasonably satisfactory to the Lenders and (B) the terms of the PEPASA Participation substantially consistent with those terms of the YPF Participation contained in the Memorandum of Understanding delivered to the Lenders on April 28, 2016 shall be deemed to be reasonably satisfactory to the Lenders.

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(m)             The Collateral Coverage Ratio, calculated on a pro forma basis after giving effect to the Transactions, shall be at least 1.50:1.00.

(n)               The outstanding principal amount of the Closing Date Dollar Loans, when fully drawn, shall not exceed the Maximum Loan Value (as defined in Regulation U) of the Collateral.

5.2              Conditions Precedent to Release Date.  The release by the Administrative Agent of the Closing Date Dollar Loans on the Release Date in accordance with Section 10.9 shall be subject to the conditions precedent that (i) the Closing Date shall have occurred and (ii) the Administrative Agent shall have received each following documents and each of the following conditions shall have occurred, or shall occur concurrently therewith, each in form and substance reasonably satisfactory to the Lenders:

(a)                The Administrative Agent shall have received counterparts of each of the following Credit Documents, duly executed and delivered by each applicable Loan Party:

(i)                 the PPSL Pledge and Security Agreement,

(ii)               the PPSL Securities Account Control Agreement,

(iii)             the Borrower Pledge and Security Agreement,

(iv)             the Borrower Securities Account Control Agreement, and

(v)               the Collateral Account Control Agreement.

(b)               The Collateral Agent or the Argentine Collateral Agent, as applicable, shall have (x) on behalf of the Closing Date Lenders, a first-priority perfected security interest in the Closing Date Loan Collateral (other than, for the avoidance of doubt, the items in (iii) and (iv) of the definition thereof) as of the Release Date (free and clear of all Liens (other than Liens permitted under Section 8.2(a) or (c))) and (y) on behalf of the Tender Offer Lenders, a first-priority perfected security interest in the Tender Offer Loan Collateral as of the Release Date (free and clear of all Liens (other than Liens permitted under Section 8.2(a) or (c))); provided that the only steps required to perfect the Collateral on the Release Date shall be (x) the execution by the Borrower and PPSL, of the applicable Security Documents referred to in clauses (i) through (v) above, (ii) the registration of the Acquired Shares in the name of the Securities Intermediary on the books and records of the Depositary, (iii) the execution of the Borrower PPSL Pledge Agreement in accordance with Section 7.12(c) and the amendment of the PPSL bylaws in accordance with Section 7.12(d) and (iv) the filing, or arrangements for filing, with the Recorder of Deeds of the District of Columbia a UCC-1 financing statement covering the Collateral.  The Acquired Shares shall be registered in the name of the Securities Intermediary on the books and records of the Depositary and shall be credited in a segregated securities account at the Securities Intermediary that is subject to the PPSL Securities Account Control Agreement.

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(c)                The Administrative Agent shall have received a certificate from PPSL dated the Release Date, signed by an Authorized Officer of PPSL, substantially in the form of Exhibit C hereto, certifying the names and true signatures of the officers of PPSL authorized to sign the Credit Documents and attaching true, correct and complete copies of (i) the Organizational Documents of PPSL, (ii) the necessary resolutions of the board of directors (and/or other relevant governing body) of PPSL, each certified by an Authorized Officer of PPSL (which certificate shall state that such resolutions are in full force and effect on the Release Date) and (iii) good standing certificates relating to the legal existence (to the extent applicable and available in the particular jurisdiction) of PPSL.

(d)               The Administrative Agent shall have received satisfactory evidence that all Governmental Approvals and consents of, and notices to, any other Person, but only to the extent such Governmental Approvals, consents, and notices are required in connection with the Acquisition and the consummation of the other Release Date Transactions have been obtained, or made, and are in full force and effect; provided that such condition in respect of the Acquisition shall be deemed to be satisfied through the satisfaction of any conditions precedent relating to government and regulatory approvals in the Acquisition Agreement.

(e)                The Agents and the Lenders shall have received the following legal opinions:

(i)                 an opinion of Milbank, Tweed, Hadley & McCloy LLP, special New York counsel for the Joint Lead Arrangers;

(ii)               an opinion of Bruchou, Fernández Madero & Lombardi Abogados, special Argentina counsel for the Joint Lead Arrangers;

(iii)             an opinion of Cleary Gottlieb Steen & Hamilton LLP, special United States counsel for the Loan Parties and

(iv)             an opinion of Salaverri, Dellatorre, Burgio & Wetzler Malbrán Abogados, special Argentina counsel for the Loan Parties.

(f)                The Administrative Agent shall have received (i) a certificate from an Authorized Officer of the Borrower, dated the Release Date, substantially in the form of Exhibit E certifying that (1) the Acquisition Agreement has been executed and delivered by all parties thereto, together with a copy of the Acquisition Agreement certified by such officer as true and complete, (2) each Other Financing Source Document has been executed and delivered by all parties thereto, together with a copy of each Other Financing Source Document certified by such officer as true and complete, (3) as of the Release Date, the Acquisition shall be consummated simultaneously with the release of the Closing Date Dollar Loans hereunder in accordance with the terms of the Acquisition Agreement but without giving effect to any amendment, modification or waiver thereof, or any consent thereunder, which is materially adverse to the Borrower or the Lenders without the prior consent of each Joint Lead Arranger (such consent not to be unreasonably withheld or delayed) and (4) as of the Release Date (after giving pro forma effect to the Release Date Transactions) each of the conditions set forth in Sections 5.2(i) and (j) shall be satisfied; and (ii) (1) a funds flow memorandum (the “Funds Flow”) demonstrating the use of proceeds and process of the payment of all required funds to consummate the Acquisition (including without limitation (A) the funding on the Release Date of (x) the Borrower’s Cash Requirement in a minimum aggregate principal amount of $203,000,000 and (y) each Other Financing Source (other than the Additional Exchangeable Loans) in an aggregate principal amount of $275,000,000 and (B) the release from escrow of the Net Available Proceeds from the TGS Sale in a minimum aggregate principal amount of $153,000,000) and (2) an irrevocable letter of instructions from the Borrower to the Administrative Agent providing for the immediate transfer of all proceeds of the Loans remitted to the Borrower in accordance the Funds Flow.

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(g)               The Borrower’s Cash Requirement, together with the proceeds of the Loans and the Other Financing Sources shall be sufficient to (x) pay the Acquisition Consideration and (y) pay the Tender Offer Consideration.

(h)               The Collateral Agent shall have received (i) a recent Lien and judgment search in each relevant jurisdiction with respect to each Loan Party and (ii) evidence of the release of all Liens (if any), except for the Liens purported to be created pursuant to the Security Documents, on the Collateral.

(i)                 Since December 31, 2015, there shall not have been any event, change or development that, individually or in the aggregate, (i) has had or could reasonably be expected to have, a Material Adverse Effect, or (ii) has had or could reasonably be expected to have a Target Material Adverse Effect.

(j)                 The (a) Specified Acquisition Agreement Representations, and (b) the Specified Representations shall be true and correct in all material respects (except, in each case, to the extent such representations are qualified as to “materiality”, “material adverse effect” or words to similar effect, in which case such representations shall be true and correct in all respects).

(k)               The Existing Notes shall have been refinanced.

(l)                 The Collateral Coverage Ratio, calculated on a pro forma basis after giving effect to the Transactions, shall be at least 1.50:1.00.

(m)             The outstanding principal amount of the Closing Date Dollar Loans, when fully drawn, shall not exceed the Maximum Loan Value (as defined in Regulation U) of the Collateral.

5.3              Conditions Precedent to Exchange Offer Date. The obligation of each Lender to disburse the Tender Offer Loan to be made by it on the Exchange Offer Date shall be subject to the conditions precedent that (i) the Closing Date and the Release Date each shall have occurred and (ii) the Administrative Agent shall have received each following documents and each of the following conditions shall have occurred, or shall occur concurrently therewith, each in form and substance reasonably satisfactory to the Lenders:

(a)                The Administrative Agent and the Argentine Paying Agent, as applicable, shall have received a Notice of Borrowing meeting the requirements of Section 2.2.

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(b)               Each Lender shall have received (i) a Check duly executed by the Borrower, in accordance with Section 2.4, in respect of the Tender Offer Loans and (ii) an amended Form FR U-1 or FR G-3, as applicable, duly completed and executed by the Borrower.

(c)                The Administrative Agent shall have received a certificate from an Authorized Officer of the Borrower, dated the Exchange Offer Date, certifying that:

(i)                 both immediately prior to the making of the Tender Offer Loans and after giving effect thereto and to the intended use thereof, (x) no Default or Event of Default shall have occurred and be continuing and (y) each of the representations and warranties made in Section 6 hereof and in each other Credit Document shall be true and correct in all material respects (except, in each case, to the extent such representations are qualified as to “materiality”, “material adverse effect” or words to similar effect, in which case such representations shall be true and correct in all respects); and

(ii)               as of the Exchange Offer Date, the Exchange Offer shall be consummated simultaneously with the funding of the Tender Offer Loans hereunder.

(d)               The Collateral Coverage Ratio, calculated on a pro forma basis after giving effect to the consummation of the Exchange Offer and the Borrowing of the Tender Offer Loans on the Exchange Offer Date, shall be at least 1.50:1.00.

(e)                After giving pro forma effect to the Borrowing of the Tender Offer Loans on the Exchange Offer Date and the consummation of the Exchange Offer, the outstanding principal amount of the Tender Offer Loans shall not exceed the amount thereof permitted under Regulation U.

5.4              Conditions Precedent to Tender Offer Date.  The obligation of each Lender to disburse the Tender Offer Loan to be made by it on the Tender Offer Date shall be subject to the conditions precedent that (i) the Closing Date and the Release Date each shall have occurred and (ii) the Administrative Agent shall have received each following documents and each of the following conditions shall have occurred, or shall occur concurrently therewith, each in form and substance reasonably satisfactory to the Lenders:

(a)                The Administrative Agent and the Argentine Paying Agent, as applicable, shall have received a Notice of Borrowing meeting the requirements of Section 2.2.

(b)               Each Lender shall have received (i) a Check duly executed by the Borrower, in accordance with Section 2.4, in respect of the Tender Offer Loans and (ii) an amended Form FR U-1 or FR G-3, as applicable, duly completed and executed by the Borrower.

(c)                The Administrative Agent shall have received a certificate from an Authorized Officer of the Borrower, dated the Tender Offer Date, certifying that:

(i)                 both immediately prior to the making of the Tender Offer Loans and after giving effect thereto and to the intended use thereof, (x) no Default or Event of Default shall have occurred and be continuing and (y) each of the representations and warranties made in Section 6 hereof and in each other Credit Document shall be true and correct in all material respects (except, in each case, to the extent such representations are qualified as to “materiality”, “material adverse effect” or words to similar effect, in which case such representations shall be true and correct in all respects); and

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(ii)               as of the Tender Offer Date, the Tender Offer shall be consummated simultaneously with the funding of the Tender Offer Loans hereunder.

(d)               The Collateral Coverage Ratio, calculated on a pro forma basis after giving effect to the consummation of the Tender Offer and the Borrowing of the Tender Offer Loans, shall be at least 1.50:1.00.

(e)                After giving pro forma effect to the Borrowing of the Tender Offer Loans on the Tender Offer Date and the consummation of the Tender Offer, the outstanding principal amount of the Tender Offer Loans shall not exceed the amount thereof permitted under Regulation U.

Section 6.                Representations, Warranties and Agreements.  In order to induce the Lenders to enter into this Agreement and to make the Loans, the Borrower makes the following representations, warranties and agreements to the Secured Parties on a pro forma basis after giving effect to the consummation of the Acquisition on the date hereof and on the date of each Borrowing:

6.1              Legal Status.  Each of the Borrower and its Subsidiaries (a) is a duly organized and validly existing corporation or other legal entity (and in the case of the Borrower, it is a sociedad anónima) under the laws of the place of its incorporation or organization or formation, (b) has all requisite power and authority to own and/or lease its property and assets and to transact the business in which it is engaged and to do all things necessary or appropriate in respect of the business in which it is engaged, and (c) is duly qualified and is authorized to do business where such qualification and authorization is required and is in good standing in each jurisdiction where the ownership, leasing or operation of its properties or the conduct of its business requires such qualification, except in the case of this clause (c) in such jurisdictions where the failure to so qualify or be in good standing, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

6.2              Power and Authority.  Each Loan Party has all requisite power and authority to execute, deliver and perform the terms and provisions of each of the Credit Documents to which it is a party and has taken all necessary corporate action to authorize the execution, delivery and performance by it of each such Credit Document as has been executed and delivered as of each date this representation and warranty is made.  Each Loan Party has duly executed and delivered each of the Credit Documents to which it is party that is required to be executed and delivered as of each date this representation and warranty is made, and each such Credit Document constitutes or, when executed and delivered, will constitute, the legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, except as enforceability thereof may be limited by the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and by general principles of equity.

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6.3              No Immunity; Commercial Acts.  Neither the Borrower nor any of its Subsidiaries, nor any of their properties has any immunity from the jurisdiction of any court or from setoff or any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) under the Laws of any jurisdiction.  Each Loan Party is subject to civil and commercial law with respect to its obligations under the Credit Documents to which it is party, and the making and performance of the Credit Documents to which it is party by it constitute private and commercial acts rather than public or governmental acts.

6.4              No Violation.  Neither the execution, delivery or performance by any Loan Party of any Credit Document to which it is a party, nor compliance by such Loan Party with the terms and provisions thereof, nor the use of the proceeds of the Loans as contemplated herein (a) contravenes any provision of any Law (including any Anti-Money Laundering Laws, Anti-Corruption Laws or Sanctions) or any order, writ, injunction or decree of any court or Governmental Authority binding on such Loan Party, (b) conflicts or is inconsistent with or results in any breach of any of the terms, covenants, conditions or provisions of, or constitutes a default in respect of any Material Agreement, or results in the creation or imposition of any Lien (other than the Liens created under the Credit Documents) upon any of the property or assets of such Loan Party, or (c) violates any provision of the estatutos sociales, articles of incorporation, bylaws or other Organizational Documents of such Loan Party.

6.5              Compliance with Laws.

(a)                Each of the Borrower and its Subsidiaries is in compliance with all applicable Laws and Governmental Approvals in respect of the conduct of their respective businesses and the ownership of their respective properties, except (i) as set forth in the Disclosure Letter and (ii) such non-compliance as could not reasonably be expected to result in a Material Adverse Effect; provided, however, that where such compliance relates to any Anti-Corruption Laws or Sanctions, each of the Borrower and its Subsidiaries is in compliance in all respects and subject to no exceptions.

(b)               For the five (5) years prior to the date hereof, the Borrower and its Subsidiaries have conducted their businesses in material compliance with applicable Anti-Money Laundering Laws.  For the five (5) years prior to the date hereof, none of the Borrower or any of its Subsidiaries or, any of their respective directors, officers or, to the Borrower’s knowledge and in connection with the Borrower or its Subsidiaries, employees (i) has taken any action that would constitute or give rise to a violation of the U.S. Foreign Corrupt Practices Act or the U.K. Bribery Act or a material violation of any other Anti-Corruption Law or (ii) is or has been subject to any action, proceeding, litigation, claim or, to the Borrower’s knowledge, investigation with regard to any actual or alleged violation of any Anti-Corruption Laws or Anti-Money Laundering Laws.  The Borrower and its Subsidiaries have implemented, and maintain and enforce, policies and procedures designed to promote and achieve compliance by the Borrower and its Subsidiaries with applicable Anti-Money Laundering Laws and Anti‑Corruption Laws.

(c)                None of the Borrower or any of its Subsidiaries or any of their respective directors, officers or, to the Borrower’s knowledge, Affiliates, agents or employees (i) is a Sanctioned Person, (ii) is currently engaging or has during the five (5) years prior to the date hereof engaged in any dealings or transactions with, involving or for the benefit of a Sanctioned Person, or in or involving any Sanctioned Jurisdiction, in each case in violation of applicable Sanctions, or (iii) is subject to any action, proceeding, litigation, claim or, to the Borrower’s knowledge, investigation with regard to any actual or alleged violation of Sanctions.

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(d)               The Borrower’s use of proceeds under the Loans will not violate Regulations U or X.

6.6              Approvals.

(a)                Except as set forth on Schedule 6.6 and in the Disclosure Letter, no authorization, consent or approval of, or notice to or filing with, any Governmental Authority or any other Person is required to authorize, or is required in connection with, (a) the execution, delivery and performance by any Loan Party of any Credit Document to which it is party, (b) the legality, validity, binding effect or enforceability against any Loan Party of any such Credit Document, (c) the grant by any Loan Party of the Liens in the Collateral pursuant to the Security Documents, (d) the perfection or maintenance of the Liens in the Collateral created under the Security Documents (including the priority nature thereof); (e) the exercise by any Secured Party of its rights under the Credit Documents (provided, that an official translation by a sworn public translator into the Spanish language of any document in any language other than Spanish is required to bring an action thereon in the courts of Argentina) and service upon the Borrower (in the manner prescribed by Argentine Law) as a condition to the initiation of any proceeding for the enforcement thereof in the courts of Argentina, which preparation and service may be initiated subsequent to the circumstances giving rise to such initiation of proceedings; or (f) the consummation of the Acquisition in accordance with the terms of the Acquisition Agreement, except (i) in each case, such as have been obtained or made and are in full force and effect and (ii) solely in the case of clause (f) above, consents, approvals, registrations, filings or permits the failure to obtain or perform which could not reasonably be expected to result in a Material Adverse Effect or impair the validity of the Acquisition.

(b)               CNV has confirmed that it will only request a guarantee in connection with the Tender Offer at the end of the Tender Offer period.

6.7              Litigation. Except as set forth on Schedule 6.7 and in the Disclosure Letter, there is no litigation, arbitration, action, suit, investigation, claim or proceeding pending, or to the actual knowledge of the Borrower threatened, in respect of it or any of its Subsidiaries: (a) which would have a Material Adverse Effect, (b) which could affect the legality, validity, binding effect or enforceability against any Loan Party of any Credit Documents or of any of the transactions contemplated hereby or thereby or (c) which could materially and adversely affect the Collateral or adversely affect the security interests created under the Security Documents in favor of the Secured Parties.

6.8              Security Documents.

(a)                Each Security Document is effective to create a legal, valid and enforceable security interest in favor of the Collateral Agent or the Argentine Collateral Agent, as applicable, on behalf of the Secured Parties (or the equivalent thereof under Argentine Law or Spanish Law, as applicable) in the Collateral described in the such Security Document, free and clear of all other Liens (other than Liens permitted under Section 8.2(a)), and upon the taking of the steps set forth in Section 5.2(a), will create a first priority and perfected Lien thereon. Other than the Liens created pursuant to the Security Documents, no Lien exists on the Collateral.

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(b)               No filings or recordings are required in order to perfect (or maintain the perfection or priority of) the security interests created in the Collateral described in the Security Documents except as set forth in Section 6.6 and Schedule 6.6.

6.9              Financial Statements; No Material Adverse Change.

(a)                The audited annual consolidated and unconsolidated balance sheet of the Borrower and its Subsidiaries for the fiscal year ended December 31, 2015, together with the related audited statement of income of the Borrower and its Subsidiaries for the fiscal year then ended, were prepared in accordance with IFRS and fairly present in all material respects the financial condition and results of operations of the Borrower as of December 31, 2015 and for the period covered thereby.

(b)               The unaudited quarterly consolidated and unconsolidated balance sheet of the Borrower and its Subsidiaries for the fiscal quarters ended March 31, 2016, together with the related statement of income of the Borrower and its Subsidiaries for the three-month period then ended were prepared in accordance with IFRS and fairly present in all material respects the financial condition and results of operations of the Borrower as of March 31, 2016 and for the period covered thereby.

(c)                Since December 31, 2015, there has been no event, condition or circumstance that has had a Material Adverse Effect.

6.10          Properties; Insurance.

(a)                Each of the Borrower and its Subsidiaries has good title to all properties material to its business, free and clear of all Liens other than Permitted Liens and minor irregularities or deficiencies in title that, individually or in the aggregate, would not be expected to result in a Material Adverse Effect.  Each of the Borrower and its Subsidiaries has a valid Leasehold interest in the properties material to its business used and not owned by it, free and clear of all Liens other than Permitted Liens and minor irregularities or deficiencies that, individually or in the aggregate, would not be expected to result in a Material Adverse Effect.

(b)               Following the Acquisition, the Borrower will own, directly or indirectly, the Acquired Shares; provided that on or within 7 days prior to the end of the Exchange Offer (or, if the Borrower has provided an instruction for such shares to be delivered directly to the receiving agent in the Exchange Offer, within 10 Business Days prior to the end of the Exchange Offer) the number of Acquired Shares required to be tendered pursuant to the terms of the Exchangeable Loans shall be delivered to the holders of the Exchangeable Loans, which shares shall be returned by such holders to, and owned by, the Borrower substantially simultaneously with the consummation of the Exchange Offer and at all times thereafter.

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(c)                All tangible properties of the Borrower or any of its Subsidiaries (whether owned or leased) utilized in its business are in good working order and condition (except to the extent as could not reasonably be expected to have a Material Adverse Effect).

(d)               Each of the Borrower and its Subsidiaries maintains insurance against losses, damages or other risks (including risks and liability to Persons and property) as would reasonably be expected to be maintained by prudent and experienced Persons engaged in a business or businesses in jurisdictions which are the same as or similar to the one or ones in which such Person is engaged.

6.11          Material Agreements; Liens.

(a)                Neither the Borrower nor any of its Subsidiaries is in default under any material provision of any Material Agreement.

(b)               Schedule 6.11(b) is a complete and correct list of each Lien existing on the date hereof securing Material Indebtedness of any of the Borrower or its Subsidiaries.

(c)                Both before and after giving effect to the Transactions, neither the Borrower nor any of its Subsidiaries is in payment default under any contract, agreement or instrument that creates or evidences Material Indebtedness.

6.12          Intellectual Property.  Except as set forth in the Disclosure Letter, each of the Borrower and its Subsidiaries owns or validly and lawfully has the right to use, without restrictions or other obligations (except those that could not reasonably be expected to result in a Material Adverse Effect), each of the patents, trademarks, permits, service marks, trade names and licenses, that is necessary or advisable to continue to conduct its present business activities and, after the consummation of the Acquisition, the Borrower shall validly and lawfully own such intellectual property acquired pursuant to the Acquisition Agreement from the seller thereunder and its Affiliates.

6.13          Priority of Obligations.  The Obligations constitute unconditional and unsubordinated general obligations of the Borrower and rank pari passu in priority of payment with all other unsecured and unsubordinated Indebtedness of the Borrower.

6.14          True and Complete Disclosure.  All documents, reports or other written information pertaining to the Borrower and its Subsidiaries (including any confidential information memoranda, projections and other information) that have been furnished to the Agents or the Lenders or the representatives, agents or legal counsel by or on behalf of the Borrower or such Subsidiary are true and correct (with respect to information provided by the Target and its subsidiaries, to the Borrower’s actual knowledge after due inquiry) in all material respects and do not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained herein or therein not materially misleading.  There is no fact, event or circumstance known to the Borrower or any of its Subsidiaries that has not been disclosed to the Agents and the Lenders in writing, the existence of which could reasonably be expected to have a Material Adverse Effect.

6.15          ERISA; ANSES.

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(a)                Neither the Borrower nor any ERISA Affiliate of the Borrower has or has ever maintained or contributed to (or has or has ever had an obligation to contribute to) any Plan or Multiemployer Plan.

(b)               The Borrower and its Subsidiaries have made all payments, if any, with respect to the Argentine social security system as required by applicable Law in Argentina to ANSES, except in each case (i) as set forth in the Disclosure Letter and (ii) to the extent that any non-payment would not reasonably be expected to have a Material Adverse Effect.

6.16          Labor Relations.  Neither the Borrower nor any of its Subsidiaries is engaged in any unfair labor practice that would be reasonably likely to have a Material Adverse Effect.  There is (a) no unfair labor practice complaint pending against the Borrower or any of its Subsidiaries or, to the knowledge of the Borrower, threatened against the Borrower or any of its Subsidiaries, before any Governmental Authority with responsibility, authority or jurisdiction for such matters, and no grievance or arbitration proceeding arising out of or under any collective bargaining agreement is so pending against the Borrower or any of its Subsidiaries or, to the knowledge of the Borrower, threatened against the Borrower or any of its Subsidiaries, (b) no strike, labor dispute, slowdown or stoppage pending against the Borrower or any of its Subsidiaries or, to the knowledge of the Borrower, threatened against the Borrower or any of its Subsidiaries and (c) to the knowledge of the Borrower, no union organizing activities taking place, except (with respect to any matter specified in clause (a), (b) or (c) above, either individually or in the aggregate) (i) as set forth in the Disclosure Letter and (ii) such as could not have a Material Adverse Effect.

6.17          Tax Returns and Payments.  Each of the Borrower and its Subsidiaries has filed all tax returns required to be filed by it (and such tax returns are accurate and complete in all material respects) and has paid all taxes payable by it which have become due pursuant to such tax returns and all other taxes and assessments payable by it which have become due, except for those contested in good faith and by appropriate proceedings and for which adequate reserves have been established.

6.18          Availability and Transfer of Foreign Currency.  No requisite foreign exchange control approvals, registrations, other authorizations or filings by or with Argentina or any Governmental Authority thereof is required to authorize, or is required in connection with, (a) the execution, delivery and performance by the Borrower or any of its Subsidiaries of any Credit Document to which it is party or (b) the legality, validity, binding effect or enforceability against the Borrower or any of its Subsidiaries of any such Credit Document; provided, however, that in order to permit the Borrower access to U.S. Dollars for repayment under the Credit Documents, the proceeds of the Dollar Loans shall be settled in the Argentine FX Market.

6.19          Legal Form; Enforcement.  This Agreement is and each other Credit Document is, or when duly executed and delivered, will each be in proper legal form under the Laws of Argentina and Spain, as applicable for the enforcement thereof in such jurisdiction; and to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement or each other Credit Document in Argentina and Spain, as applicable.  Under the Laws of Argentina and Spain, the choice of New York law to govern this Agreement is a valid choice of law, and any judgment or decision rendered in New York in respect of the Credit Documents will be recognized and applied in Argentina or Spain, as applicable, subject to the qualifications specified in the Argentine legal opinions or in the Spanish legal opinions, as applicable, delivered hereunder on the Release Date.  Under the Laws of Argentina and Spain, as applicable, the irrevocable submission by each of the Borrower and PPSL to the jurisdiction of the New York Courts, and consent to service of process and appointment by the Borrower of the Process Agent for service of process, in each case as set forth in this Agreement, is legal, valid, binding and enforceable.

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6.20          Withholding Taxes.  Except for the withholding of income tax on interest and other payments by Borrower hereunder applicable pursuant to the Argentine Income Tax Law at the rate of 15.05% (unless a reduced withholding rate applies in accordance with a tax treaty to which Argentina is a party) and any applicable stamp tax, there is no income, stamp or Other Tax imposed (whether by withholding or otherwise) in Argentina including any political subdivision thereof or any Governmental Authority on or by virtue of the execution, delivery, performance or enforcement of, this Agreement, the Checks, any other Credit Document or any other document required to be delivered hereunder or thereunder.

6.21          Indebtedness.  Schedule 6.21 sets forth all Material Indebtedness (including Contingent Obligations) of the Borrower and its Subsidiaries showing the aggregate amount thereof and the name of the respective debtors and the Borrower (or Subsidiary) which has outstanding a Contingent Obligation in respect of such Indebtedness.  The Existing Notes have been refinanced in full.

6.22          Environmental Matters.   Except (x) as set forth in the Disclosure Letter and (y) as could not reasonably be expected to result in a Material Adverse Effect:

(a)                Each of the Borrower and its Subsidiaries is in compliance with all applicable Environmental Laws and the requirements of any Governmental Approvals issued under such Environmental Laws;

(b)               There are no pending or, to the actual knowledge of the Borrower threatened, material Environmental Claims against the Borrower or any of its Subsidiaries or any Real Property owned, leased or operated by the Borrower or any of its Subsidiaries (including any such Environmental Claim arising out of the ownership, lease or operation by the Borrower or any Subsidiary of any Real Property formerly owned, leased or operated by the Borrower or such Subsidiary but no longer owned, leased or operated by the Borrower or such Subsidiary);

(c)                To the knowledge of the Borrower, there are no material facts, circumstances, conditions or occurrences (including the Release of any Hazardous Materials) with respect to the business or operations of the Borrower or any of its Subsidiaries, or any Real Property owned, leased or operated by the Borrower or any of its Subsidiaries (including any Real Property formerly owned, leased or operated by the Borrower or such Subsidiary but no longer owned, leased or operated by the Borrower or such Subsidiary) or, to the knowledge of the Borrower, any property adjoining or adjacent to any such Real Property that could be reasonably expected (i) to form the basis of an Environmental Claim against the Borrower or any of its Subsidiaries or any Real Property owned, leased or operated by the Borrower or any of its Subsidiaries or (ii) to cause any Real Property owned, leased or operated by the Borrower or any of its Subsidiaries to be subject to any restrictions on the ownership, lease, occupancy or transferability of such Real Property by the Borrower or any of its Subsidiaries under any applicable Environmental Law; and

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(d)               Neither the Borrower nor any of its Subsidiaries has any time generated, used, treated or stored on, or transported Hazardous Materials to or from, or Released Hazardous  on or from, any Real Property owned, leased or operated by the Borrower or any of its Subsidiaries or, to the knowledge of the Borrower, any property adjoining or adjacent to any Real Property, where such generation, use, treatment, storage, transportation or Release has violated or could be reasonably expected to violate any applicable Environmental Law or give rise to an Environmental Claim.

6.23          Investment Company Act.  Neither the Borrower nor any Loan Party is an “investment company” within the meaning of the Investment Company Act of 1940.

6.24          Use of Proceeds.  The proceeds of the Closing Date Dollar Loans shall be used solely to finance the Acquisition Consideration and for the payment of fees, costs and expenses incurred in connection with, the Transactions.  The proceeds of the Tender Offer Loans shall be used solely to finance the Tender Offer Consideration and payment of the Exchange Offer Capital Gains Tax and for the payment of fees, costs and expenses incurred in connection with the Tender Offer and Exchange Offer.

6.25          Solvency.  The Borrower and its Subsidiaries on a consolidated basis will be Solvent both immediately prior and immediately after giving effect to the Transactions, the consummation of the Tender Offer and the Borrowings hereunder.

6.26          Subsidiaries.  The Borrower has no Subsidiaries other than those listed on Schedule 6.26, and does not beneficially own, directly or indirectly, any Capital Stock of any other Person.

6.27          No Default.  Both immediately prior to the making of any Loans hereunder and after giving effect thereto and the intended use thereof, no Default or Event of Default hereunder has occurred or is continuing.

6.28          Acquisition Agreement.  Neither the Borrower nor (to the knowledge of the Borrower) the Seller is in default under the Acquisition Agreement.

(a)                Schedule 6.28(a) lists each exhibit, schedule, annex or other attachment to the Acquisition Agreement that provide the conditions required to be satisfied under the Acquisition Agreement for the consummation of the Acquisition, which conditions have been, or concurrently with the release of the Closing Date Dollar Loans from escrow in accordance with Section 10.9(d)(i) are reasonably expected to be, satisfied or waived in accordance with the Acquisition Agreement except such conditions as may be waived in such a manner as to permit the condition precedent in Section 5.2(f)(i)(3) to be satisfied.

(b)               Schedule 6.28(b) lists each exhibit, schedule, annex or other attachment to the Acquisition Agreement regarding Indebtedness of the Target and its Subsidiaries disclosed pursuant to the Acquisition Agreement;

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(c)                Schedule 6.28(c) lists each exhibit, schedule, annex or other attachment to the Acquisition Agreement regarding Liens of the Target and its Subsidiaries disclosed pursuant to the Acquisition Agreement.

Section 7.                Affirmative Covenants.  The Borrower covenants and agrees that on and after the date hereof and so long as any Commitment or the Loans are outstanding and until the Obligations are paid in full:

7.1              Information Covenants.  The Borrower shall deliver to the Administrative Agent:

(a)                Quarterly Financial Statements.  As soon as available and in any event within 45 days after the end of each quarterly fiscal period of the Borrower and, prior to the Merger, the Target, a copy of the unaudited, consolidated and unconsolidated balance sheet and the related statements of income, retained earnings and cash flow of the Borrower and of the Target, as applicable, as at the end of, and for, such period, setting forth in each case in comparative form the corresponding figures for the corresponding period in the preceding fiscal year, if any;

(b)               Annual Financial Statements.  As soon as available and in any event within 90 days after the end of each fiscal year of the Borrower and, prior to the Merger, the Target, a copy of the audited, consolidated and unconsolidated balance sheet and the related statements of income, retained earnings and cash flow of the Borrower and of the Target, as applicable, as at the end of, and for, such year and any related audit letter, setting forth in each case in comparative form the corresponding figures for the preceding fiscal year, and accompanied by an unqualified opinion thereon of such firm of independent certified public accountants of recognized international standing, which opinion shall state that said financial statements fairly present the financial condition and results of operations of the Borrower or of the Target, as applicable, as at the end of, and for, such fiscal year, and a certificate of such accountants stating that, in making the examination necessary for their opinion, they obtained no knowledge, except as specifically stated, of any Default or Event of Default;

(c)                Officer’s Certificate.  At the time each set of financial statements pursuant to Section 7.1(a) or (b) above is furnished (or deemed furnished), an officer’s certificate signed by an Authorized Officer of the Borrower, which certificate shall (i) state that said financial statements fairly present the consolidated and unconsolidated financial condition and results of operations of the Borrower or of the Target, as applicable, consistently applied, as at the end of, and for, such periods (subject, in the case of financial statements furnished pursuant to Section 7.1(a), to normal year-end audit adjustments), (ii) certify that as of the date thereof, no Default or Event of Default shall have occurred or, if any Default or Event of Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (iii) in the case of a certificate delivered in connection with the financial statements of the Borrower, set forth in reasonable detail the calculations required to establish whether the Borrower was in compliance with the provisions of Sections 8.11 and 8.12 on the date of such financial statements;

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(d)               Notice of Default or Litigation.  As promptly as practicable and in any event within three (3) Business Days after any officer or director of the Borrower obtains knowledge thereof (and concurrently with, or prior to, disclosing any of the following to any other creditor of the Borrower), notice of an Authorized Officer of the Borrower of (i) the occurrence of any event which constitutes a Default or Event of Default, and (ii) any event (including with regards to any dispute, litigation, Environmental Claim, investigation or other proceeding) which could reasonably be expected to have a Material Adverse Effect, in each case describing the actions that the Borrower has taken or intends to take with respect to such event or occurrence;

(e)                Other Financing Sources.  No later than the date of execution thereof, the Borrower shall notify the Administrative Agent of any amendment to the terms of any Other Financing Source or to any Other Financing Source Document; provided that the Borrower shall use commercially reasonable efforts to notify the Administrative Agent prior to the execution of any such amendment and to allow the Administrative Agent and the Lenders at least five (5) Business Days to reasonably determine whether such amendment is materially adverse to the interests of the Lenders;

(f)                Regulatory Indebtedness.  No later than the date of incurrence thereof, the Borrower shall notify the Administrative Agent of the incurrence of any Regulatory Indebtedness and shall provide the Lenders with documentation evidencing such Regulatory Indebtedness; provided, that the Majority Lenders shall determine within 10 Business Days (or such longer period as reasonably requested by the Majority Lenders in writing within 10 Business Days, such longer period not to exceed 30 days) of the receipt of documentation evidencing such Regulatory Indebtedness whether the terms of such Regulatory Indebtedness are acceptable to the Lenders, such determination not to be unreasonably withheld or conditioned; provided, further, that if the Administrative Agent (acting at the direction of the Majority Lenders) has not notified the Borrower within 10 Business Days (or such longer period as reasonably requested by the Lenders in writing within 10 Business Days) of the receipt of documentation evidencing such Regulatory Indebtedness that the terms of such Regulatory Indebtedness are not acceptable to the Majority Lenders, then the terms of such Regulatory Indebtedness shall be deemed to be acceptable to the Lenders; and

(g)               Other Information.  From time to time such other information regarding the financial condition, operations or business of the Borrower and its Subsidiaries as may be reasonably requested by the Administrative Agent or any Lender.

Information required to be delivered pursuant to clause (a) or (b) of this Section 7.1 shall be deemed to have been delivered to the Lenders on the date on which the Borrower provides written notice to the Administrative Agent that such information has been posted on the Borrower’s website on the Internet at http://www.pampaenergia.com/ or in an internet or intranet website to which each Lender has access or is available on the website of the U.S. Securities and Exchange Commission or any successor at http://www.sec.gov (to the extent such information has been posted or is available as described in such notice); provided, that for the avoidance of doubt, the Administrative Agent shall have no obligation to procure and distribute any such information.

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7.2              Compliance with Laws.

(a)                The Borrower shall, and shall cause its Significant Subsidiaries to, comply with all applicable requirements of Law, including all relevant Governmental Approvals, Environmental Laws and ERISA, except where any failure so to comply could not individually or in the aggregate have a Material Adverse Effect, and except that the Borrower may, at its expense, contest by appropriate proceedings conducted in good faith the validity or application of any such requirement of Law, so long as (i) none of the Secured Parties or the Borrower would be subject to any criminal liability for failure to comply therewith and (ii) such contest does not involve any material risk of the sale, forfeiture or loss of all or substantially all of the Collateral.

(b)               The Borrower shall, and shall cause its Subsidiaries to, continue to maintain and enforce policies and procedures designed to promote and achieve compliance by the Borrower and its Subsidiaries with applicable Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions.  The Borrower shall promptly notify the Lenders, to the extent that any such notification does not violate applicable Law (including any applicable privilege), in the event that it or any of its Subsidiaries, or any of their respective directors, officers or employees becomes a Sanctioned Person.

(c)                The Borrower shall transfer the proceeds of the Dollar Loans to Argentina to an account opened in dollars and sell them for Pesos in the Argentine exchange market and credit the resulting amount of Pesos in an account opened at a local financial entity licensed under Argentine Law No. 21,526 (as amended and supplemented), authorized to operate in the Argentine exchange market, as proceeds, so as to (i) comply with the Argentinean exchange control regulations, and (ii) to comply with the information requirements set forth in Communication “A” 3602, as amended by Communication “A” 4602 (as amended and supplemented or replaced from time to time), both issued by the Central Bank and together with the information and/or the filing of any documents required from time to time by any Argentine bank, as provided for in Argentinean exchange control regulations within 120 days from the disbursement of the Loan; and make any and all payments and prepayments hereunder in accordance with and in full compliance with Argentinean exchange control regulations. Any payment or prepayment hereunder received by the Administrative Agent, the Argentine Paying Agent or the Lenders and made by the Borrower or another Person on behalf or for the benefit of the Borrower, shall constitute a representation and warranty of the Borrower to the Administrative Agent, the Paying Agent and the Lenders that the payment or prepayment is legal and permitted under Argentinean exchange control regulations and made in accordance with, and full compliance with, such laws and regulations.

7.3              Rank of Obligations.  The Borrower shall take all actions necessary to ensure that the Obligations will rank pari passu in priority of payment with all existing and future unsecured and unsubordinated obligations of the Borrower, except for obligations mandatorily preferred by applicable Laws.

7.4              Books and Records.  The Borrower shall, and shall cause each of its Significant Subsidiaries to, keep proper books of record and accounts adequate to reflect truly and fairly in all material respects its financial condition and results of operations in accordance with IFRS and all requirements of Law.

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7.5              Payment of Taxes.  The Borrower shall, and shall cause each of its Significant Subsidiaries to, duly pay and discharge before they become overdue (1) all material taxes, assessments and other governmental charges or levies imposed upon it or any of its property, income or profits, (2) all material utility and other governmental charges incurred in the ownership, operation, maintenance, use, occupancy and upkeep of its business and (3) all lawful claims and obligations that, if unpaid, might result in either (A) the imposition of a Lien upon any of the Collateral or (B) a Material Adverse Effect; provided, however, that the Borrower and each Significant Subsidiary may contest in good faith any such tax, assessment, charge, levy, claim or obligation and, in such event, may permit the tax, assessment, charge, levy, claim or obligation to remain unpaid during any period, including appeals, when the Borrower or such Significant Subsidiary is in good faith contesting the same by proper proceedings, so long as (i) adequate reserves shall have been established with respect to any such tax, assessment, charge, levy, claim or obligation, accrued interest thereon and potential penalties or other costs relating thereto in accordance with and to the extent required by IFRS, or other adequate provision for payment thereof shall have been made and (ii) such contest does not involve any material risk of the sale, forfeiture or loss of any of the Collateral.

7.6              Inspection.  At any reasonable time and from time to time (with reasonable advance notice and during normal business hours), the Borrower shall, and shall cause each of its Significant Subsidiaries to, permit any representative designated by Administrative Agent or Lender to examine and make extracts from the records and books of account of, and visit the properties of, the Borrower or such Significant Subsidiary, and to discuss the affairs, finances and accounts of the Borrower or such Significant Subsidiary with any of its officers and directors and with its certified public accountants, all to the extent reasonably requested by such Agent or Lender and at such Agent’s or Lender’s expense (unless an Event of Default has occurred and is continuing, in which case such inspection shall be at the expense of the Borrower); provided that (i) such inspections shall be limited, in the absence of an Event of Default, to once in each calendar year for each Agent and Lender,  (ii) each of the Agents and the Lenders agree that any information with respect to the Borrower or any of its Subsidiaries obtained by such Agent or Lender in the course of such inspection shall be subject to the confidentiality provisions set forth in Section 11.3, (iii) such examinations, inspections and discussions are conducted in a manner that does not interfere with or otherwise interrupt in any material respect the operations of the Borrower or the relevant Subsidiary and, in the case of any discussions with independent accountants, only if representatives of the Borrower are afforded an opportunity to participate with reasonable advance notice, (iv) none of the Borrower or its Subsidiaries will be required to disclose information to such representatives of the Administrative Agent or the Lenders that is prohibited by applicable law, that it reasonably determines constitutes a confidential trade secret, or is subject to attorney-client or similar privilege or constitutes attorney work product and (v) except when an Event of Default shall have occurred and shall be continuing, the Administrative Agent and Lenders shall use reasonable efforts to coordinate examinations and inspections under this Section 7.6 in order to reduce the resulting burden on the Borrower and its Subsidiaries.

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7.7              Maintenance of Property, Insurance.  The Borrower shall, and shall cause each of its Significant Subsidiaries to:  (a) keep all property necessary to its business in good working order and condition, ordinary wear and tear excepted, (b) maintain insurance on all such property in at least such amounts and against at least such risks as is consistent and in accordance with industry practices for companies similarly situated owning similar properties in Argentina and (c) furnish to the Administrative Agent, upon request, full information as to the insurance carried except, in each case, as would not result in a Material Adverse Effect.

7.8              Maintenance of Existence; Conduct of Business.

(a)                The Borrower shall, and shall cause each of its Significant Subsidiaries to, preserve and maintain its legal existence and all of the licenses, rights, privileges and franchises material to its business or necessary for the maintenance of its corporate existence, and comply, in all material respects, with its Organizational Documents.

(b)               The Borrower shall, and shall cause each of its Significant Subsidiaries to, continue to engage in business in substantially the same manner as now conducted by it and take all reasonable action to maintain all material rights, privileges and franchises necessary or desirable in the normal conduct of its business; provided that nothing in this Section 7.8(c) shall prevent (i) sales of property, consolidations or mergers by or involving the Borrower or any of its Significant Subsidiaries not otherwise prohibited hereunder, (ii) the withdrawal by Borrower or any of its Significant Subsidiaries of qualification as a foreign corporation in any jurisdiction where such withdrawal, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, or (iii) the abandonment by the Borrower or any of its Significant Subsidiaries of any rights, franchises, licenses, trademarks, trade names, copyrights or patents that such Person reasonably determines are not useful to its business or no longer commercially desirable.

(c)                The Borrower shall, and (prior to the consummation of the Merger) shall cause the Target to, maintain at all times its status as listed company on the New York Stock Exchange.

7.9              Maintenance of Consents and Approvals.  The Borrower shall, and shall cause each of its Significant Subsidiaries to, take all such further actions as shall be required to ensure that all orders, consents, licenses, authorizations, validations, filings, registrations, declarations, recordings, exemptions, franchises, permissions, permits, waivers and similar approvals from all Governmental Authorities or other third parties shall remain in full force and effect, except where the failure to so maintain such orders, consents, licenses, authorizations, validations, filings, registrations, declarations, recordings, exemptions, franchises, permissions, permits, waivers and similar approvals in full force and effect could not, individually or in the aggregate, have a Material Adverse Effect.

7.10          Performance of Obligations.  The Borrower shall, and shall cause each of its Significant Subsidiaries to, perform all of its material obligations under the terms of each mortgage, indenture, security agreement, loan agreement and each other Material Agreement by which it or any of its properties or assets is bound.

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7.11          Acquisition and Merger Transactions. 

(a)                To the extent any amounts become due to Seller as a result of an adjustment to the Acquisition Consideration after the Closing Date, the Borrower shall use additional cash on hand to promptly pay such amounts.

(b)               The Borrower shall, and shall cause each of its Subsidiaries to, take all actions necessary to timely consummate the Merger, including:

(i)                 Within six (6) months following the Closing Date, negotiate and execute the a preliminary merger agreement with respect to the Merger;

(ii)               (i) Within 10 days following the Closing Date, obtain all necessary approvals of the board of directors of the Target to complete the Excluded Asset Sale with respect to the assets in clause (i) of the definition of “Excluded Business”, (ii) within 20 days following the Closing Date, obtain all necessary approvals of the board of directors of the Target to complete the Excluded Asset Sale with respect to the assets in clause (ii) of the definition of “Excluded Business” and (iii) within 90 days following the Closing Date, obtain all necessary approvals of the board of directors of the Target to complete the Excluded Asset Sale with respect to the assets in clause (iii) of the definition of “Excluded Business”;

(iii)             Within eight (8) months following the Closing Date, hold shareholder’s meetings for the approval of the Merger by the shareholders of both the Borrower and the Target;

(iv)              Within 50 days following Shareholder Merger Approval, negotiate and execute a definitive merger agreement with respect to the Merger;

(v)               Use commercially reasonable efforts to obtain all Governmental Approvals, including the preparation of consolidated financial statements and all other necessary filings, in each case required to consummate the Merger; and

(vi)             Use commercially reasonable efforts to complete any other applicable legal processes or steps required to consummate the Merger.

7.12          Maintenance of Collateral; Further Assurances.

(a)                The Borrower shall, and shall cause each of its Subsidiaries to cause (i) all Closing Date Loan Collateral to be subject at all times to a first priority perfected Lien in favor of the Collateral Agent or the Argentine Collateral Agent, as applicable, on behalf of the Closing Date Lenders and (ii) all Tender Offer Loan Collateral to be subject at all times to a first priority perfected Lien in favor of the Collateral Agent or the Argentine Collateral Agent, as applicable, on behalf of the Tender Offer Lenders, in each case, pursuant to the terms and conditions of this Agreement and the other Credit Documents.  Without limiting the foregoing, the Borrower shall, and shall cause each of its Subsidiaries to, promptly following any reasonable request from any Agent, execute and deliver all such further instruments and take such further action, to the fullest extent permitted by applicable Law that is necessary or proper in the reasonable opinion of such Agent to ensure the enforceability of the Credit Documents, the ability and right of each Loan Party to comply with its obligations under the Credit Documents, and the preservation of the rights and remedies of each Agent and each Lender hereunder and with respect to the Collateral.

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(b)               Notwithstanding anything herein to the contrary, no property shall be released from the Collateral if and to the extent that such release would (i) cause the outstanding principal amount of the Loans to exceed the Maximum Loan Value of the Collateral or (ii) increase the amount by which the outstanding principal amount of the Loans exceeds the Maximum Loan Value of the Collateral. For the purpose of this Section 7.12(b), “Maximum Loan Value” shall have the meaning set forth in section 221.3(f)(2) of Regulation U. In the event that a release of property from the Collateral otherwise required or permitted hereunder would result in non‑compliance with this Section 7.12(b), the Borrower shall take, promptly following the earlier of (x) the Borrower’s knowledge of such non-compliance and (y) notice from the Lenders of such non-compliance, such actions as shall be reasonably necessary (including making repayments of the Loans and/or adding additional property to the Collateral) to comply with this Section 7.12(b).

(i)                 On the Release Date, the Borrower shall execute and deliver the Borrower Pledge Agreement of PPSL Shares before a notary in Madrid, together with an opinion of Cuatrecasas, Gonçalves Pereira, special Spanish counsel for the Loan Parties and an opinion of J&A Garrigues, S.L.P., special Spanish counsel for the Administrative Agent and the Joint Lead Arrangers.

(c)                On the Release Date, the Borrower shall cause the bylaws of PPSL to be amended as set forth in the Pledge Agreement of PPSL Shares (the “PPSL Amended Bylaws”). Within two Business Days after the Release Date, the Borrower shall file the PPSL Amended Bylaws in the corresponding corporate registry and shall cause the PPSL Amended Bylaws to be registered by no later than September 15^th, 2016.

(d)               Within 5 Business Days of each of (x) the Tender Offer Date and (y) the Exchange Offer Date, the Borrower shall cause 100% of the Target Shares held by the Borrower or any of its Subsidiaries (other than the Acquired Shares) to be registered in the name of the Securities Intermediary on the books and records of the Depositary and to be held in a segregated securities account at the Securities Intermediary that is subject to the Borrower Securities Account Control Agreement.

(e)                Within 3 Business Days of the Rio Neuquen Seller Sale Date, the Borrower shall deliver to the Administrative Agent a counterpart of the Borrower Pledge Agreement of IEASA, duly executed and delivered by the Borrower, together with supplemental legal opinions regarding the Borrower Pledge Agreement of IEASA in substantially similar form to the Argentine legal opinions delivered on the Release Date.

(f)                Within 3 Business Days of the date of the Shareholder Merger Approval, the Borrower shall deliver to the Administrative Agent a counterpart of the Borrower Pledge Agreement of PEPASA, duly executed and delivered by the Borrower, together with supplemental legal opinions regarding the Borrower Pledge Agreement of PEPASA in substantially similar form to the Argentine legal opinions delivered on the Release Date.

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7.13          [Reserved].

7.14          Take-Out Debt.  The Borrower shall use commercially reasonable efforts to permit the Investment Banks, as soon as practicable following the Closing Date, to publicly sell or privately place, in one or more offerings or placements, the Take-Out Debt.  Upon 15 Business Days’ notice by the Joint Lead Arrangers (the “Securities Demand”), the Borrower will, at any time and from time to time after the date that is four months after the Closing Date, cause the issuance of Take-Out Debt upon such terms and conditions as specified in the Securities Demand (either directly and/or, if specified by the Investment Banks, through an Affiliate of the Borrower such entity, the “Issuer”); provided that:

(a)                the aggregate principal amount of the Take-Out Debt shall not exceed the amount required to repay the Loans;

(b)               the interest rate of such Take-Out Debt shall be reasonably determined by the Investment Banks in light of then-prevailing market conditions for comparable securities in consultation with Borrower, provided that the blended weighted average total effective yield payable by the Issuer (including original issue discount or upfront fees, which shall constitute interest in accordance with customary market convention but excluding any underwriting or purchase discount or fees) with respect to any Take-Out Debt issued pursuant to this Section 7.14 shall not exceed the Total Cap;

(c)                 the maturity of any Take-Out Debt shall not be (i) earlier than 5 years from the date of issuance or (ii) later than 10 years from the date of issuance;

(d)               no registered public offering of the Take-Out Debt will be required without the Issuer’s consent, which may be withheld in its sole and absolute discretion;

(e)                the Take-Out Debt will be issued pursuant to an indenture or indentures, which shall contain such terms, conditions and covenants as are typical and customary for similar financings and as are reasonably satisfactory in all respects to the Investment Banks and the Borrower but in any case shall not contain any financial maintenance covenants; and

(f)                all other arrangements with respect to the Take-Out Debt shall be reasonably satisfactory in all respects to the Investment Banks and the Borrower in light of the then prevailing market conditions applicable to issuers with similar ratings.

The Borrower agrees to do all things reasonably required or advisable in connection with the offering or arranging of such Take-Out Debt, including:  (i) the preparation of a preliminary prospectus or preliminary offering memorandum or preliminary private placement memorandum suitable for use in a customary road show, (ii) the participation of senior management and representatives of the Borrower and the Investment Banks in a road show, and (iii) the procurement of a public corporate credit rating, public corporate family rating, and public transaction rating from ratings agencies reasonably acceptable to the Joint Lead Arrangers.

7.15          Exchangeable Loans.  At the request of the Majority Lenders upon acceleration of the Exchangeable Loans, the Borrower shall cause the holder of such Exchangeable Loans to exercise the right to receive a payment in kind to discharge amounts owing pursuant to the Exchangeable Loans by delivery of Capital Stock of the Borrower; provided that following the exchange of Exchangeable Loan for Capital Stock of the Borrower, the terms of the Exchangeable Loan shall contain customary subordination language reasonably acceptable to the Lenders, including without limitation a prohibition on cash payments (whether of principal, interest, fees, premium or otherwise) in respect of any amounts owing under the Exchangeable Loans prior to the repayment in full of the Obligations.

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7.16          Target Minimum Cash Amount.

(a)                At all times after the Release Date until the receipt by the Lenders of the mandatory prepayments required under Section 4.3(c) (with respect to any Excess PESA Proceeds) and Section 4.3(a) (with respect to any Restricted Asset Disposition made pursuant to clause (e) of the definition thereof) (if applicable), the Borrower shall cause the Target and its Subsidiaries, on a consolidated basis, to maintain liquidity in cash and Cash Equivalents in an aggregate amount equal to $120,000,000 (the “Required Target Minimum Cash Amount”).

(b)               On the last Business Day of each month (beginning on August 31, 2016) until the receipt by the Lenders of the mandatory prepayments required under Section 4.3(c) (with respect to any Excess PESA Proceeds) and Section 4.3(a) (with respect to any Restricted Asset Disposition made pursuant to clause (e) of the definition thereof) (if applicable), the Borrower shall, or shall cause the Target and its Subsidiaries to, furnish to the Administrative Agent evidence in form and substance reasonably satisfactory to the Majority Lenders that the Target and its Subsidiaries are in compliance with Section 7.16(a).

7.17          Establishment and Maintenance of Cash Collateral Account.

(a)                On or prior to the Closing Date the Borrower shall have caused to be established with the applicable Account Bank the Collateral Account.  The Collateral Account shall be in the name of the Borrower and under the exclusive control of the Collateral Agent, and the Collateral Agent shall have the sole right of withdrawal as to the Collateral Account.

(b)               The Borrower shall, and shall cause its Subsidiaries to, from time to time from the Closing Date until the Permitted Application Date, deposit in the Collateral Account the Dollar amounts required pursuant to Section 4.3(i).

(c)                All funds from time to time on deposit in the Collateral Account shall be held pending further application to prepay the Dollar Loans in accordance with Section 4.3 and shall be disbursed to prepay the Dollar Loans in accordance with Section 4.3 upon the Permitted Application Date; provided, that the cash balance standing to the credit of the Collateral Account shall be either, at the direction of the Borrower (upon notice to the Administrative Agent), (i) held in the Collateral Account and bear interest at such rate as the Account Bank may have agreed to in writing, and specified (if any) or (ii) invested from time to time in such Cash and Cash Equivalents as the Borrower shall determine upon notice to the Administrative Agent and Account Bank.

(d)               The Collateral Account and any funds from time to time on deposit therein will constitute part of the Collateral; provided, that the funds on deposit in the Collateral Account shall Collateralize the loans of each Dollar Lender in accordance with Section 4.3(i); provided, further, that no funds on deposit in the Collateral Account shall constitute payment of any obligations secured by the Collateral until applied to prepay the Loans as provided herein.

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(e)                The Borrower shall provide prompt written notice to the Administrative Agent upon the deposit of Dollar amounts into the Collateral Account as described in clause (b) above, which notice shall include a schedule indicating the Collateralized Portion and Non-Collateralized Portion of the Dollar Loans held by each Dollar Lender.  Upon a prepayment of Dollar Loans or any other event which adjusts the Collateralized Portion and Non-Collateralized Portion of the Dollar Loans held by a Dollar Lender, the Borrower shall promptly provide an updated schedule to the Administrative Agent.

7.18          Engagement of Joint Lead Arrangers.  Within 30 days of the Closing Date, the Borrower shall use commercially reasonable efforts to engage the Investment Banks to publicly sell or privately place the Take-Out Debt on reasonable and customary market terms.

Section 8.                Negative Covenants.  The Borrower covenants and agrees that on and after the date hereof and so long as any Commitment or the Loans are outstanding and until the Obligations are paid in full:

8.1              Indebtedness.  The Borrower will not, and (subject to Section 8.14) will not permit any of its Significant Subsidiaries to, create, agree to create, incur, assume, guarantee, suffer to exist, or remain directly or indirectly liable in respect of any Indebtedness except for the following:

(a)                the Indebtedness hereunder and any Take-Out Debt;

(b)               non-speculative Interest Rate Protection Agreements and Other Hedging Agreements;

(c)                Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts;

(d)               guaranties in the ordinary course of business and consistent with past practices of the obligations of suppliers, customers, franchisees and licensees of Borrower or its Significant Subsidiaries;

(e)                   Regulatory Indebtedness of one or more Significant Subsidiaries of the Borrower (or, of the Borrower after the consummation of the Merger);

(f)                Indebtedness of one or more Significant Subsidiaries of the Borrower (other than the Target) to finance Regulatory Capital Expenditures;

(g)               Indebtedness in existence on the date hereof (or in the case of the Target, in existence immediately upon consummation of the Acquisition) listed in Schedule 6.21, but not any extensions, renewals or replacements of such Indebtedness except (i) renewals and extensions expressly provided for in the agreements evidencing any such Indebtedness (other than the Other Financing Sources) as the same are in effect on the date hereof, and (ii) refinancings and extensions of any such Indebtedness (other than the Other Financing Sources) if the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended and otherwise on prevailing market terms for similar types of Indebtedness at the time of such refinancing or extension; provided that such Indebtedness permitted under the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount (including any principal constituting interest paid in kind) the Indebtedness being renewed, extended or refinanced plus accrued interest, fees and premiums (if any) thereon and reasonable fees and expenses associated with the refinancing or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom;

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(h)               other Indebtedness of the Borrower and its Significant Subsidiaries (other than the Target); provided that the aggregate commitments and outstanding principal amounts of such Indebtedness under this clause (h) at any time outstanding shall not exceed $20,000,000;

(i)                 Indebtedness of the Target (and upon the Merger, of the Borrower) (other than the refinancing of the Existing Notes) to finance working capital needs of the Target and its Subsidiaries (and upon the Merger, of the Borrower); provided that the aggregate commitments and outstanding principal amounts of such Indebtedness made under this clause (i) shall not exceed $50,000,000;

(j)                 Indebtedness of one or more Significant Subsidiaries of the Borrower (other than the Target) to finance investments in energy generation assets; provided that the aggregate commitments and outstanding principal amounts of such Indebtedness made under this clause (j) shall not at any time exceed $100,000,000;

(k)               Indebtedness, which may be secured or unsecured, of one or more Significant Subsidiaries of the Borrower (other than the Target) to finance investments in energy generation assets consisting of supplier financing arrangements, export credit agency financing arrangements and/or multilateral agency financing arrangements; provided that the aggregate commitments and outstanding principal amounts of such Indebtedness made under this clause (k) shall not at any time exceed $300,000,000;

(l)                 Indebtedness of the Target incurred to provide cash collateral under (i) the HSBC Contract in an aggregate amount not to exceed $50,000,000 at any time outstanding and (ii) the Banco do Brasil Contracts in an aggregate amount not to exceed $45,000,000 at any time outstanding;

(m)             Contingent Obligations (i) of the Borrower in respect of Indebtedness permitted under Section 8.1(k) in an aggregate principal amount of up to $140,000,000 and Indebtedness permitted under Section 8.1(r); (ii) of any Significant Subsidiary (other than the Target) in respect of Indebtedness otherwise permitted under this Section 8.1 and (iii) of the Target in respect of the cash collateral described in Section 8.1(l), and (iv) Contingent Obligations (of any Significant Subsidiary, other than the Target) consisting solely of a non-recourse pledge of assets or property permitted by Section 8.2(f) (other than shares of a Significant Subsidiary);

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(n)               Subordinated Indebtedness; provided, that prior to the incurrence thereof, the Borrower shall notify the Administrative Agent of any proposed Subordinated Indebtedness and shall provide the Lenders with documentation evidencing such Subordinated Indebtedness;

(o)               Indebtedness of Borrower or any Significant Subsidiary in respect of bid, performance or surety bonds, workers’ compensation claims, self-insurance obligations and bankers acceptances issued for the account of Borrower or any Significant Subsidiary in the ordinary course of business, including guarantees or obligations of Borrower or any Significant Subsidiary with respect to letters of credit supporting such bid, performance or surety bonds, workers’ compensation claims, self-insurance obligations and bankers acceptances (in each case other than for an obligation for money borrowed) in the ordinary course of business;

(p)               Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business;

(q)               (i) Indebtedness of the Borrower owing to any Significant Subsidiary or (ii) Indebtedness of any wholly‑owned Significant Subsidiaries of the Borrower, CTG or PEPASA owing to any Significant Subsidiary; provided, that in the case of clause (i), such Indebtedness shall not be prepaid, repaid, redeemed or repurchased prior to the Maturity Date;

(r)                 Indebtedness of CTLLL in an aggregate principal amount of up to $20,000,000 owed to PEPCA or its successor; and

(s)                the Additional Exchangeable Loans.

8.2              Liens.  The Borrower will not, and (subject to Section 8.14) will not permit any of its Significant Subsidiaries to, create, agree to create, incur, assume or suffer to exist any Lien upon or with respect to any of its property (including any property constituting Collateral) or assets (real or personal, tangible or intangible), whether now owned or hereafter acquired, or sell any such property or assets subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets (including sales of accounts receivable with recourse to the Borrower), or assign any right to receive income or permit the filing of any notice of Lien under any recording or notice statute; provided that the provisions of this Section 8.2 shall not prevent the creation, incurrence, assumption or existence of the following Liens (the “Permitted Liens”):

(a)                inchoate Liens for taxes, assessments or governmental charges or levies not yet due or Liens for taxes, assessments or governmental charges or levies being contested in good faith and by appropriate proceedings for which adequate reserves have been established in accordance with and to the extent required by IFRS;

(b)               Liens in respect of any assets imposed by law, which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, materialmen’s and mechanics’ liens and other similar Liens arising in the ordinary course of business, and (i) which do not in the aggregate materially detract from the value of such assets or materially impair the use thereof in the operation of such Person’s business, (ii)  which are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien, and (iii) for which adequate reserves or other appropriate provisions, if any, as shall be required by IFRS shall have been made;

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(c)                Liens created by or pursuant to the Credit Documents;

(d)               easements, rights-of-way, restrictions, encroachments and other similar charges or encumbrances, and minor title deficiencies, in each case not securing Indebtedness and not materially interfering with the conduct of the business of such Person;

(e)                Liens incurred in the ordinary course of business in connection with workers compensation claims, unemployment insurance and social security benefits and Liens over property not constituting part of the Collateral securing the performance of bids, tenders, leases (other than Capitalized Lease Obligations) and contracts in the ordinary course of business, statutory obligations, surety bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business and consistent with past practices (exclusive of obligations in respect of the payment for borrowed money);

(f)                Liens securing indebtedness incurred pursuant to Sections 8.1(j) or (k), which Liens only attach to such energy generation assets being financed and the cash flow derived therefrom and the shares of any subsidiaries (other than Significant Subsidiaries) whose assets consist primarily of the foregoing;

(g)               Liens (i) incurred in the ordinary course of business in connection with the purchase or shipping of goods or assets of such Person (or the related assets and proceeds thereof), which Liens are in favor of the seller or shipper of such goods or assets and only attach to such goods or assets, and (ii) in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods by the Borrower;

(h)               Liens in existence on the date hereof (or in the case of the Target, in existence immediately upon consummation of the Acquisition) listed in Schedule 6.11(b);

(i)                 Liens on any property or asset existing thereon at the time of acquisition of such property or asset, including any Lien on any property or assets acquired from a Person which is merged with or into Borrower or any of its Significant Subsidiaries, or any Lien on the property or assets of any Person or other entity existing at the time such Person or other entity becomes a Subsidiary, and not created in connection with such acquisition;

(j)                 Liens securing an extension, renewal or refunding of Indebtedness secured by any Lien referred to in clause (h) or (i) above; provided that such new Liens are limited to the property which was subject to the prior Lien immediately before such extension, renewal or refunding; provided, further, that the principal amount of Indebtedness secured by the prior Lien immediately before such extension, renewal or refunding is not increased;

(k)               Liens required by the Acquisition Agreement on the Target’s interest in Rio Neuquen securing the Borrower’s obligation under the Acquisition Agreement to cause the Asset Disposition of Rio Neuquen to be consummated;

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(l)                 Liens consisting of the cash collateral described in Section 8.1(l); and

(m)             other Liens (except for licenses, sublicenses, leases, subleases, or any interest or title of a lessor, sublessor or licensor under any lease or license agreement) securing Indebtedness of the Borrower or any Significant Subsidiary thereof not otherwise permitted by clauses (a) through (l), provided that the aggregate principal amount of such Indebtedness outstanding at any time shall not exceed $20,000,000;

provided that the Borrower will not, and will not permit any Subsidiary of it to, create, incur, assume or suffer to exist any Lien upon or with respect to any of the Collateral other than pursuant to the Credit Documents.

8.3              Consolidations, Mergers.  The Borrower will not change its entity form or enter into any partnership or joint venture.  The Borrower will not, and (subject to Section 8.14) will not permit any of its Significant Subsidiaries to, wind-up, liquidate or dissolve its affairs or enter into any transaction of amalgamation, consolidation or merger with or into, or acquire all or substantially all of the assets of, any other Person (whether in one transaction or in a series of related transactions) if (a) any such transaction could be reasonably expected to result in a Material Adverse Effect; (b) a Default or Event of Default is then in existence or may occur as a result of any such transaction; or (c) in any such transaction where the Borrower would not be the surviving entity, or in any transaction (other than the Merger) where a Significant Subsidiary of the Borrower would not be the surviving entity, except that any Significant Subsidiary may dissolve or liquidate if the Borrower determines in good faith that such transition could not reasonably be expected to have a Material Adverse Effect and is not materially adverse to the interests of the Lenders; provided, that notwithstanding anything to the contrary herein, no Significant Subsidiary (including Edenor and PEPASA) may, in any transaction or series of transactions, transfer all or a substantial portion of its assets to any Person or Persons other than another Significant Subsidiary; provided, further, that nothing in this Section 8.3 shall prevent (i) the Borrower and the Target from consummating the Merger, (ii) on and following the date of the Merger, the Borrower and PEPASA from consummating the merger of PEPASA into the Borrower and (iii) any asset sales permitted under Section 8.4.

8.4              Sales of Assets; Sale-Leaseback Transactions.  The Borrower will not, and (subject to Section 8.14) will not permit any of its Significant Subsidiaries to consummate (or agree in writing to consummate during the time the Loans hereunder remain outstanding) any Asset Disposition except for:

(a)                Restricted Asset Dispositions (determined without regard to the provisos in clauses (a), (b), (c), (d) and (e) of the definition thereof), subject to compliance with Section 4.3(a); and

(b)               the sale of any outstanding debt securities of EASA by Borrower or any of its Significant Subsidiaries or Affiliates;

provided that: (i)  the Borrower will not, and will not permit any of its Significant Subsidiaries to, in any event consummate any of the foregoing transactions in respect of any Collateral (other than the TGS Sale and the delivery of Capital Stock of the Target in repayment of the Exchangeable Loan as contemplated by Section 6.10(b)); and (ii) no Restricted Asset Disposition shall be permitted unless 100% of the consideration consists of Cash and Cash Equivalents; provided, further, that any Significant Subsidiary may make a Restricted Asset Disposition of tangible assets (other than the petrochemical and refinery assets of the Target) in consideration for other tangible assets or a combination of other tangible assets and Cash and Cash Equivalents, in each case, used in the business of such Significant Subsidiary, which Cash and Cash Equivalents and non-Cash consideration shall be substantially equivalent to the fair market value of the tangible assets disposed.

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