Obligation YPX 16.5% ( USP989MJBK63 ) en ARS

YPX

100 % ▲

Argentine

USP989MJBK63 ( en ARS )

16.5% par an ( paiement annuel )

09/05/2022 - Obligation échue

Prospectus brochure de l'obligation YPF USP989MJBK63 en ARS 16.5%, échue

2 000 000 ARS

4 602 120 000 ARS

P989MJBK6

YPF est la compagnie pétrolière et gazière d'État argentine, active dans l'exploration, la production, le raffinage et la commercialisation d'hydrocarbures.

L'Obligation émise par YPX ( Argentine ) , en ARS, avec le code ISIN USP989MJBK63, paye un coupon de 16.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 09/05/2022

PRICING SUPPLEMENT
(TO OFFERING MEMORANDUM DATED MARCH 17, 2016)
YPF Sociedad Anónima
(incorporated in the Republic of Argentina)
Ps. 4,602,120,000 16.500% Senior Notes due 2022
Principal Amount: Ps. 4,602,120,000
Issue Price: 100.000% of the principal amount
Issue Date: May 9, 2017
Gross Proceeds to Company: Ps. 4,602,120,000 (U.S.$300,000,000)
Specified Currency: Argentine Pesos
Payments of principal, interest, additional amounts and any other amounts in respect of the Notes will be made in U.S. dollars, in amounts determined based on the Settlement Rate (as defined
below) calculated by the Calculation Agent (as defined below) on the aggregate principal amount of the Notes then outstanding. You will make payment of the offering price of the Notes in
U.S. dollars based on an exchange rate for the conversion of Argentine Pesos into U.S. dollars equal to the Initial Exchange Rate (as defined below).
Interest Rate: 16.500% per annum.
Principal Payment: Principal on the Ps. 4,602,120,000 16.500% Senior Notes due 2022 (the "Notes") will be payable on May 9, 2022. The Notes will not be Subject to Optional Redemption,
other than in the event of certain developments affecting taxation, in which case we may redeem all, but not less than all, of the Notes. If we undergo a change of control, we may be required
to make an offer to purchase the Notes.
Interest Payment: Interest on the Notes will be payable semi-annually in arrears on May 9 and November 9 of each year, commencing on November 9, 2017.
Status and Ranking: The Notes will constitute obligaciones negociables simples no convertibles en acciones under Argentine law. The Notes will constitute our unconditional and
unsubordinated general obligations and will rank at least pari passu in priority of payment with all of our present and future unsubordinated and unsecured obligations.
Listing: Application has been made to have the Notes listed on the Luxembourg Stock Exchange for trading on the Euro MTF market and listed on the Mercado Abierto Electrónico S.A. (the
"MAE"). There can be no assurance that these applications will be accepted.
Minimum Initial Subscription Amount: Ps. 2,000,000 and integral multiples of Ps. 1 in excess thereof.
Minimum Denominations: Ps. 150,000 and integral multiples of Ps. 1 in excess thereof.
Form: Global Notes (Rule 144A and Regulation S)
CUSIP Numbers:
Rule 144A: 984245 AP5
Regulation S: P989MJ BK6
ISIN Numbers:
Rule 144A: US984245AP50
Regulation S: USP989MJBK63
Settlement: The Depository Trust Company and its direct and indirect participants, including Euroclear S.A./N.V. and Clearstream Banking, société anonyme.
This Pricing Supplement is supplementary to, and should be read together with, the accompanying Offering Memorandum and our attached Annual Report on Form 20-F for the year ended
December 31, 2016, which includes our Audited Consolidated Financial Statements as of December 31, 2016, 2015 and 2014. This Pricing Supplement and the Offering Memorandum dated
March 17, 2016 constitute a prospectus for purposes of Part IV of the Luxembourg law on prospectus for securities dated July 10, 2005, as amended.
Investing in the Notes involves significant risks. See "Risk Factors" on page S-19 of this Pricing Supplement and on page I-6 of the Offering Memorandum and see "Item 3. Key
Information--Risk Factors" in our Annual Report on Form 20-F for the year ended December 31, 2016 included therein.
We have not registered, and will not register, the Notes under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws. The Notes may be offered only in
transactions that are exempt from registration under the Securities Act and the securities laws of other jurisdictions. Accordingly, the Notes are being offered and sold only (1) in the United
States to qualified institutional buyers, as defined in Rule 144A under the Securities Act, and (2) outside the United States to non-U.S. persons in reliance on Regulation S under the Securities
Act. For a description of certain restrictions on resale and transfer of the Notes, see "Transfer Restrictions" in the Offering Memorandum and "Plan of Distribution" in this Pricing Supplement.
The Notes are being offered pursuant to an exemption from the requirement to publish a prospectus under Directive 2003/71/EC (as amended and supplemented from time to time, the
"Prospectus Directive"), of the European Union, and this Pricing Supplement has not been approved by a competent authority within the meaning of the Prospectus Directive.
Joint Bookrunners and Joint Lead Managers
HSBC
Santander
The date of this Pricing Supplement is May 23, 2017.

TABLE OF CONTENTS
Pricing Supplement
Page
Terms and Conditions of the Notes ..........................................................................................................
S-iv
Additional Terms and Conditions of the Notes.......................................................................................
S-1
Recent Developments ................................................................................................................................
S-14
Reconciliation of Adjusted EBITDA to Net Income ...............................................................................
S-18
Risk Factors ...............................................................................................................................................
S-19
Update of Legal Proceedings ....................................................................................................................
S-20
Exchange Rates..........................................................................................................................................
S-21
Use of Proceeds ..........................................................................................................................................
S-22
Capitalization.............................................................................................................................................
S-23
Plan of Distribution ...................................................................................................................................
S-24
Transfer Restrictions.................................................................................................................................
S-33
Listing and General Information .............................................................................................................
S-35
Offering Memorandum
Introduction to Offering Memorandum ..................................................................................................
iii
Where You Can Find More Information.................................................................................................
iii
Cautionary Statement About Forward Looking Statements .................................................................
iv
Presentation of Financial Information.....................................................................................................
iv
Anti-Money Laundering Regulations ......................................................................................................
v
Exchange Rates..........................................................................................................................................
viii
Foreign Exchange Regulations .................................................................................................................
ix
Part I: Information Relating To Our Global Medium Term Note Program
Summary of the Program .........................................................................................................................
I-2
Risk Factors ...............................................................................................................................................
I-6
Use of Proceeds ..........................................................................................................................................
I-9
Description of the Notes ............................................................................................................................
I-10
Clearing and Settlement............................................................................................................................
I-34
Transfer Restrictions.................................................................................................................................
I-38
Taxation......................................................................................................................................................
I-40
Certain ERISA Considerations ................................................................................................................
I-52
Enforceability of Civil Liabilities .............................................................................................................
I-53
Plan of Distribution ...................................................................................................................................
I-54
Legal Matters .............................................................................................................................................
I-57
Part II: Additional Information Relating to YPF Sociedad Anónima
Annual Report on Form 20-F for the year ended December 31, 2016, filed with the SEC on April
7, 2017 .........................................................................................................................................................
II-1
S-i

This Pricing Supplement relates to our Ps. 4,602,120,000 16.500% Senior Notes due 2022, Series LII (the
"Notes"), which are a series of notes to be issued under our Global Medium-Term Note Program in an aggregate
principal amount at any time outstanding not to exceed U.S.$10,000,000,000 or the equivalent amount in other
currencies (the "Program"). This Pricing Supplement is supplemental to, and should be read together with, the
accompanying Offering Memorandum and our Annual Report on Form 20-F for the year ended December 31, 2016
(the "2016 20-F"), which includes our audited consolidated financial statements as of December 31, 2016, 2015 and
2014 (our "Audited Consolidated Financial Statements"). To the extent that information contained in this Pricing
Supplement is not consistent with the Offering Memorandum, this Pricing Supplement will be deemed to supersede
the Offering Memorandum with respect to the Notes. In addition, references in the Offering Memorandum to our
Annual Report on Form 20-F for the year ended December 31, 2015 (the "2015 20-F") or a specific provision,
section or item of the 2015 20-F should instead be deemed to refer to the 2016 20-F or the corresponding provision,
section or item of our 2016 20-F, respectively, and the term "Audited Annual Financial Statements," as used in the
Offering Memorandum, shall instead refer to our Audited Consolidated Financial Statements in the 2016 20-F.
Furthermore, "Part II: Additional Information Relating to YPF Sociedad Anónima" of the Offering Memorandum is
replaced in its entirety by the 2016 20-F. Unless otherwise defined herein, capitalized terms used in this Pricing
Supplement shall have the meanings given to them in the Offering Memorandum. In this Pricing Supplement, we
use the terms "YPF," the "Company," "we," "our" and "us" to refer to YPF Sociedad Anónima and its controlled
companies; "YPF Sociedad Anónima" and "YPF S.A." refer to YPF Sociedad Anónima alone.
The creation of the Program was approved by resolution of our shareholders at a meeting held on January
8, 2008 and by resolution of our Board of Directors approved on February 6, 2008. The size of the Program was
most recently increased to U.S.$10,000,000,000 by resolution of our shareholders at a meeting held on April 29,
2016 and by resolution of our Board of Directors dated May 10, 2016.
The issuance of the Notes and the subdelegation of powers for certain of the Company's officers was
approved by our Board of Directors at meetings held on August 4, 2016 and December 14, 2016. Additionally, the
extension of the subdelegation of powers was approved by our Board of Directors at a meeting held on March 9,
2017.
The offering of the Notes was authorized by resolution of the Comisión Nacional de Valores (the
Argentinean National Securities Commission or the "CNV") dated May 3, 2017. This authorization means
only that the applicable information requirements have been met. The CNV has not rendered any opinion in
respect of the accuracy of the information contained in this Pricing Supplement or the Offering
Memorandum. We are responsible for the information contained in this Pricing Supplement or the Offering
Memorandum. The information in this Pricing Supplement or the Offering Memorandum is based on
information provided by us and other sources we believe to be reliable and is accurate only as of the date of
this Pricing Supplement, regardless of the time of delivery of this Pricing Supplement and the Offering
Memorandum or when any sale of the Notes occurs. This Pricing Supplement and the Offering
Memorandum may be used only for the purposes for which they have been published.
We are a stock corporation (sociedad anónima) incorporated under the laws of Argentina and the liability
of our shareholders is limited to their subscribed and paid-in capital under Argentine General Corporations Law No.
19,550, as amended (the "Argentine Corporations Law"). Prospective purchasers acknowledge and agree that
neither our shareholders, nor our affiliates or subsidiaries, will be liable for any obligation under the Notes.
We have not, and the initial purchasers have not, authorized anyone to provide you with any other
information, and we and the initial purchasers take no responsibility for any other information than anyone else may
provide you. We are not, and the initial purchasers are not, making an offer of these securities in any jurisdiction
where the offer is not permitted. You should not assume that the information contained in this Pricing Supplement
is accurate as of any date other than the date of this Pricing Supplement.
In making your decision whether to invest in the Notes, you must rely on your own examination of us and
the terms of the offering, including the merits and risks involved. You should not construe the contents of this
Pricing Supplement or the Offering Memorandum as legal, business, financial or tax advice. You should consult
your own advisors as needed to make your investment decision and to determine whether you are legally permitted
S-ii

to purchase the securities under applicable legal investment or similar laws or regulations. You should be aware that
you may be required to bear the financial risks of an investment in the Notes for an indefinite period of time.
The Notes will constitute obligaciones negociables simples no convertibles en acciones under the
Argentine Negotiable Obligations Law No. 23,576, as amended by Argentine Law No. 23,962 (the "Negotiable
Obligations Law"), will be entitled to the benefits set forth therein and subject to the procedural requirements
established therein and in Law No. 26,831 and the applicable CNV resolutions.
The offer of the Notes shall be conducted by means of an offering that qualifies as a public offering under
Argentine law and the regulations of the CNV. In order to comply with those regulations, the placement of the
Notes in Argentina will be done through a book-building process, in accordance with applicable CNV rules. See
"Plan of DistributionArgentinaPlacement Efforts."
The initial purchasers make no representation or warranty, express or implied, as to the accuracy or
completeness of the information contained in this Offering Memorandum. Nothing contained in this Pricing
Supplement or the accompanying Offering Memorandum is, or shall be relied upon as, a promise or representation
by the initial purchasers as to the past or future. The initial purchasers assume no responsibility for the accuracy or
completeness of any such information.
The initial purchasers participating in this offering may engage in transactions that stabilize, maintain or
otherwise affect the price of the Notes, including over-allotment, stabilizing and short-covering transactions in the
Notes, and the imposition of a penalty bid during and after this offering of the Notes. Such stabilization, if
commenced, may be discontinued at any time. For a description of these activities, see "Plan of Distribution."
The modifications or replacements of certain items in the accompanying Offering Memorandum included
in this Pricing Supplement do not affect respective rights of holders of other series of notes issued under the
Program.
S-iii

TERMS AND CONDITIONS OF THE NOTES
The following items describe the particular terms and conditions that relate to the Notes and should be
read together with the "Description of the Notes" in the Offering Memorandum, which sets forth certain material
terms of the Notes not set forth in this Pricing Supplement.
Issuer
YPF Sociedad Anónima.
Series No.
Series LII under the Issuer's U.S.$10,000,000,000 Global Medium-Term
Note Program.
Title of the Notes
Ps. 4,602,120,000 16.500% Senior Notes due 2022.
The Notes are being offered as debt securities under a supplemental
indenture.
Principal Amount of the Notes
Ps. 4,602,120,000 (proceeds received of U.S.$300,000,000 are converted
at the Initial Exchange Rate).
Notes Issue Price
100.000% of the principal amount.
Notes Issue Date
May 9, 2017 (the "Issue Date").
Specified Currency of Settlement and
U.S. dollars or as otherwise described in "Use of Proceeds."
Payments
The Calculation Agent will convert Peso amounts payable in respect of
principal and interest (including any Additional Amounts) to U.S. dollars
on the relevant Calculation Date (as defined below) at the Settlement
Rate (as defined below).
Initial Exchange Rate
Ps. 15.3404 (which is the arithmetic average of the Pesos/ U.S.$ FX Rate
published by the Argentine Central Bank (the "Central Bank"), through
the Communication "A" 3,500, for the three Business Days (as defined in
the Offering Memorandum) prior to May 4, 2017, on its website (which at
the date hereof, is located at
http://www.bcra.gov.ar/PublicacionesEstadisticas/Tipos_de_cambios.asp),
as calculated by the Calculation Agent).
Calculation Date
The second Business Day preceding each scheduled interest or principal
payment date or any other date on which principal or interest (including
Additional Amounts) shall become payable as a result of an acceleration
of the maturity of the Notes or otherwise.
Settlement Rate
The arithmetic average of the Peso/U.S. Dollar exchange rate published
by the Central Bank through the Communication "A" 3,500 for the three
Business Days prior to the relevant Calculation Date, as calculated by the
Calculation Agent. If the exchange rate published by the Central Bank
through the Communication "A" 3,500 (or any successor regulation) is
not available, as solely determined by the Calculation Agent, the
Settlement Rate will be the average of the Peso/U.S. Dollar exchange
selling rate quoted, on the relevant Calculation Date, to the Calculation
Agent, by the three private banks in Argentina with the largest volume of
FX transactions published by the Central Bank on its website. The
identity of such three banks shall be determined by the Issuer and
S-iv

provided to the Calculation Agent prior to the Calculation Agent
determining any such average.
Stated Maturity
May 9, 2022.
Interest Rate
16.500% per annum. Each interest payment will be calculated by the
Calculation Agent based on the outstanding Principal Amount in Pesos
on the Calculation Date, and will be converted into U.S. dollars using the
Settlement Rate on the relevant Calculation Date.
Interest Payment Dates
Interest on the Notes will be payable semi-annually in arrears on May 9
and November 9 of each year, commencing November 9, 2017 (each, an
"Interest Payment Date").
Regular Record Dates
The 10th calendar day preceding an Interest Payment Date.
Day Count Basis
Interest will be calculated on the basis of a 360-day year consisting of 12
30-day months.
Indenture
The Indenture dated October 3, 2013, among us, U.S. Bank National
Association and First Trust of New York, N.A, Permanent
Representation Office in Argentina (the "Base Indenture") as amended
and supplemented from time to time and as further supplemented by the
Tenth Supplemental Indenture dated May 9, 2017 (the Base Indenture as
supplemented by the Tenth Supplemental Indenture, the "Indenture").
Status and Ranking
The Notes will constitute obligaciones negociables simples no
convertibles en acciones under Argentine law. The Notes will constitute
our unconditional and unsubordinated general obligations and will rank
at least pari passu in priority of payment with all of our present and
future unsubordinated and unsecured obligations.
Redemption for Taxation Reasons
We may redeem the Notes, in whole but not in part, at a price equal to
100% of the principal amount plus accrued and unpaid interest and any
Additional Amounts (as defined in the Offering Memorandum) upon the
occurrence of specified Argentine tax events. See "Description of the
Notes--Redemption and Repurchase--Redemption for taxation reasons"
in the accompanying Offering Memorandum.
Optional Redemption
The Notes will not be subject to Optional Redemption (as defined in the
Offering Memorandum).
Change of Control Offer
Upon the occurrence of a Change of Control (as defined below), each
holder of Notes will have the right to require us to redeem all or a portion
of such holder's Notes at a redemption price equal to 101% of the
outstanding principal amount thereof plus accrued and unpaid interest
thereon, if any, to the date of purchase. See "Additional Terms and
Conditions of the Notes--Change of Control Offer" below.
Covenants
The Indenture will, among other things, limit our ability and the ability of
our subsidiaries to:

sell, transfer or otherwise dispose of assets;
S-v

incur or permit to exist certain liens;

enter into transactions with affiliates; and

consolidate, amalgamate, merge or sell all or substantially all of our
assets.
These covenants will be subject to a number of important exceptions and
qualifications, and will not include covenants limiting our ability to incur
indebtedness and make restricted payments and investments. See
"Additional Terms and Conditions of the Notes" below.
Events of Default
Upon the occurrence of an event of default, the Notes may, and in certain
cases shall, become immediately due and payable. See "Description of
the Notes--Events of Default" in the accompanying Offering
Memorandum.
Withholding Taxes; Additional
We will make our payments in respect of Notes without withholding or
Amounts
deduction for any Taxes imposed by Argentina, or any political
subdivision or any taxing authority thereof. In the event that such
withholdings or deductions are required by law, we will, subject to
certain exceptions, pay such Additional Amounts as are necessary to
ensure that the holders receive the same amount as the holders would
otherwise have received in respect of payments on the Notes in the
absence of such withholdings or deductions.
Additional Notes
In the future, we may issue additional Notes from time to time and
without notice to or the consent of holders of the Notes; provided that
such additional Notes have the same terms and conditions in all respects
as the Notes described herein (except for the Issue Date, the Issue Price
and the first Interest Payment Date); provided, that additional notes will
not bear the same CUSIP number as the Notes, unless such additional
notes are part of the same "issue" or issued in a "qualified reopening" for
U.S. federal income tax purposes or such additional notes and the Notes
are issued with no more than a de minimis amount of original issue
discount for U.S. federal income tax purposes. In that case, any such
additional Notes will constitute a single series and will be fully fungible
with the Notes offered hereby.
Use of Proceeds
We will use the net proceeds from the sale of the Notes in accordance
with the requirements established by Article 36 of the Negotiable
Obligations Law, for the purposes set forth in "Use of Proceeds."
Transfer Restrictions
We have not registered, and will not register, the Notes under the
Securities Act, and the Notes may not be transferred except in
compliance with the transfer restrictions set forth in "Transfer
Restrictions" in the accompanying Offering Memorandum and this
Pricing Supplement and "Plan of Distribution" in this Pricing
Supplement.
Form and Denomination of the Notes
Notes will be represented by one or more Global Notes without interest
coupons, registered in the name of The Depository Trust Company
("DTC") or its nominee. The Notes will be issued in minimum
denominations of Ps. 150,000 and integral multiples of Ps. 1 in excess
S-vi

thereof.
International Rating
The Notes are expected to be rated "B" by S&P and "B" by Fitch. A
security rating is not a recommendation to buy, sell or hold securities and
may be subject to revision or withdrawal at any time by the assigning
Rating Agency without notice.
Listing and Trading
The Notes are a new issue and there is no current trading market for the
Notes. Application will be made to have the Notes listed on the
Luxembourg Stock Exchange for trading on the Euro MTF market and
listed on the MAE. The initial purchasers are not obligated to make a
market in the Notes, and any market making with respect to the Notes
may be discontinued without notice. Accordingly, there can be no
assurance as to the maintenance or liquidity of any market for the Notes.
Settlement
The Notes will be delivered in book-entry form through the facilities of
DTC and its direct and indirect participants, including Euroclear
S.A./N.V., Clearstream Banking, société anonyme and Caja de Valores
S.A.
CUSIP Number
Rule 144A: 984245 AP5
Reg S: P989MJ BK6
ISIN Number
Rule 144A: US984245AP50
Reg S: USP989MJBK63
Governing Law
New York State law; provided that all matters relating to the due
authorization, execution, issuance and delivery of the Notes by us, and
matters relating to the legal requirements necessary in order for the Notes
to qualify as obligaciones negociables under Argentine law, will be
governed by the Negotiable Obligations Law together with the Argentine
Corporations Law and other applicable Argentine laws and regulations.
Trustee, Co-Registrar, Principal Paying
U.S. Bank National Association
Agent and Transfer Agent
Registrar, Paying Agent, Transfer
Banco Santander Río S.A.
Agent and Calculation Agent
Representative of the Trustee in
First Trust of New York N.A., Permanent Representation Office in
Argentina
Argentina
Luxembourg Listing Agent, Paying
Banque Internationale à Luxembourg S.A.
Agent and Transfer Agent
Risk Factors
See "Risk Factors" on page S-19 of this Pricing Supplement and on page
I-6 of the Offering Memorandum and see "Item 3. Key Information--
Risk Factors" in the 2016 20-F included herein for a discussion of certain
risks that you should consider prior to making an investment in the
Notes.
S-vii

ADDITIONAL TERMS AND CONDITIONS OF THE NOTES
The following is a description of certain additional terms and conditions of the Notes. This description
supplements, and should be read in conjunction with, the description of the terms and conditions of notes described
under "Description of the Notes" set forth in the accompanying Offering Memorandum. See "Description of the
Notes" beginning on page I-10 of the accompanying Offering Memorandum. All references, to "we," "us," "our"
and "our company" set forth in the "Description of the Notes" in the accompanying Offering Memorandum shall
mean YPF Sociedad Anónima, unless the context suggests otherwise. The terms and conditions of the Notes differ
from the general description of the terms and conditions of the notes described in the accompanying Offering
Memorandum. To the extent that the following description of additional terms and conditions of the Notes is
inconsistent with that set forth in the accompanying Offering Memorandum, the following description supersedes
that in the accompanying Offering Memorandum.
Interest
Interest on the Notes will be calculated by the Calculation Agent based on the Principal Amount of the
Notes in Pesos outstanding and will be payable semi-annually in arrears on May 9 and November 9 of each year,
commencing on November 9, 2017.
The regular record dates for the Notes will be the 10th calendar day preceding each Interest Payment Date
(as defined below), whether or not a business day. Interest on the Notes will be calculated on the basis of a 360-day
year comprising twelve 30-day months. Each interest payment will be calculated by the Calculation Agent based on
the outstanding Principal Amount in Pesos on the Calculation Date (as defined below), and will be converted into
U.S. dollars using the Settlement Rate (as defined below) on the relevant Calculation Date.
We have initially appointed Banco Santander Río S.A. to serve as Calculation Agent. Each determination
of the Calculation Agent will, in the absence of manifest error, be conclusive for all purposes and binding on us and
the Holders.
"Interest Payment Date" means May 9 and November 9 of each year, commencing November 9, 2017.
If any Interest Payment Date (other than the scheduled maturity date of the Notes) is not a Business Day,
such Interest Payment Date will be postponed to the next day that is a Business Day; provided that if that Business
Day falls in the next succeeding calendar month, such Interest Payment Date will be the immediately preceding
Business Day. If any such Interest Payment Date (other than the scheduled maturity date of the Notes) is postponed
or brought forward (such new date, an "Adjusted Payment Date") as described above, the payment of interest due on
such Adjusted Payment Date will include interest accrued to, but excluding, such Adjusted Payment Date.
If the scheduled maturity date of the Notes is not a Business Day, we may pay interest and principal on the
next succeeding Business Day, but interest on that payment will not accrue during the period from and after the
scheduled maturity date of the Notes.
Payment Currency
The amount of each payment of principal and interest will be determined by the Calculation Agent based
on the Principal Amount in Pesos of the Notes outstanding on the applicable Calculation Date. The Issuer will pay
all amounts in respect of the principal of and interest on the Notes and any Additional Amounts (as defined in the
Offering Memorandum) in U.S. dollars, as calculated by the Calculation Agent by converting the Peso amounts due
into U.S. Dollars at the Settlement Rate on the applicable Calculation Date. As long as the Notes are outstanding, we
will maintain a Calculation Agent for determining the Settlement Rate and the amount of interest payable on each
Calculation Date.
The Calculation Agent will give notice to the Trustee, the Holders, YPF, the Luxemburg Stock Exchange
and the MAE of the Settlement Rate and the U.S. dollar amounts to be paid per U.S.$1,000 on the Calculation Date
in the manner described under "Description of the Notes--Notices" in the accompanying Offering Memorandum.
S-1

"Calculation Date" means the second Business Day preceding each interest or principal payment date or
any other date on which principal or interest (including Additional Amounts) shall become payable as a result of an
acceleration of the maturity of the Notes, a Change of Control Offer (as defined below) or otherwise.
"Initial Exchange Rate" means Ps. 15.3404 (the arithmetic average of the Pesos/U.S.$ FX Rate published
by the Central Bank, through the Communication "A" 3,500 for the three Business Days prior to May 4, 2017 on its
website (which at the date hereof, is located at
http://www.bcra.gob.ar/PublicacionesEstadisticas/Tipos_de_cambios.asp, as calculated by the Calculation Agent).
"Settlement Rate" means, for any Calculation Date, the arithmetic average of the Peso/U.S. Dollar
exchange rate published by the Central Bank through the Communication "A" 3,500 (as amended by any successive
regulation) for the three Business Days prior to the relevant Calculation Date, as calculated by the Calculation
Agent. If the exchange rate published by the Central Bank through the Communication "A" 3,500 (or any
successor regulation) is not available, the Settlement Rate will be the average of the Peso/U.S. Dollar exchange
selling rate quoted, on the relevant Calculation Date, to the Calculation Agent, by the three private banks in
Argentina with the largest volume of FX transactions published by the Central Bank on its website.
Optional Redemption
The Notes will not be subject to Optional Redemption.
Change of Control Offer
If a Change of Control occurs, YPF will make an offer to purchase all of the Notes (a "Change of Control
Offer") (in integral multiples of Ps. 1, provided that the principal amount of such Holder's Note will not be less than
Ps. 150,000) at a purchase price in cash equal to 101% of the principal amount of the Notes plus accrued and unpaid
interest, if any, to the date of purchase (a "Change of Control Payment").
"Change of Control" shall mean any circumstance under which any Person, individually or collectively,
other than the Permitted Holders has the power (whether by ownership of the capital stock of YPF, contract or
otherwise) to control YPF's management or its policies.
YPF will give a notice of such Change of Control Offer to the Trustee within 30 days following any
Change of Control, for further distribution to each holder of Notes no later than 15 days following the Trustee's
receipt thereof, stating:
(a)
that a Change of Control Offer is being made and that all Notes properly tendered pursuant to such Change
of Control Offer will be accepted for purchase by YPF at a purchase price in cash equal to 101% of the
principal amount of such Notes plus accrued and unpaid interest, if any, to the date of purchase;
(b)
the purchase date (which shall be no earlier than 30 days nor later than 60 days from the date such notice is
given) (the "Change of Control Payment Date"); and
(c)
the procedures determined by YPF, consistent with the Indenture, that a holder of Notes must follow in
order to have its Notes repurchased.
On the Business Day immediately preceding the Change of Control Payment Date, YPF will, to the extent
lawful, deposit with the Paying Agents an amount equal to the Change of Control Payment in respect of all Notes or
portions of Notes so tendered.
On the Change of Control Payment Date, YPF will, to the extent lawful:
(a)
accept for payment all Notes or portions of Notes (of Ps. 150,000 or integral multiples of Ps. 1 in excess
thereof) properly tendered and not withdrawn pursuant to the Change of Control Offer; and
S-2