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