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EXHIBIT 10.3


	Sacyr Vallehermoso, S.A.

Att:     Mr. Javier Pérez Gracia

          Mr. José Puelles



Madrid, October 26, 2006

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


	Dear sirs:



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

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

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

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

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


	Underwriting by the Bank is subject:



		(i)      	to satisfactory contractual documentation, the parties agreeing to negotiate in good faith the contractual documents pertaining to the Facility; 
		 
		(ii)      	to receiving such information as is reasonably requested in order to structure the Facility. 
		 


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

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

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This Facility Offer is valid through December 31, 2006.

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

Very truly yours,

Banco Santander Central Hispano, S.A. 

Authorized Signatory,








	Accepted and Agreed




	Sacyr Vallehermoso, S.A.

Authorized Signatory,



 

 

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FACILITY TO SPV (wholly-owned by SYV)

TERMS AND CONDITIONS OF FACILITY UNDERWRITING

	1.  	  	Total Amount:  	  	Up to a maximum of €5,175,000,000, representing 81.17% of the  
	  	  	  	  	transaction value.  
	  
	2.  	  	Borrower:  	  	A Spanish SPV, wholly-owned (directly or indirectly) by SYV, with no  
	  	  	  	  	activity other than the acquisition of up to 20% of the shares of REPSOL  
	  	  	  	  	YPF, S.A.  	  	  
	  
	  	  	  	  	This SPV will have equity of some €1.2 billion in the form of Capital and/or  
	  	  	  	  	Subordinated Loan.  
	  
	3.  	  	Purpose:  	  	Refinancing of outstanding balance of bridge credit facilities totaling €2.6  
	  	  	  	  	billion granted for the acquisition of 10% of REPSOL YPF, S.A., as well as  
	  	  	  	  	for the acquisition, by the method to be established, of an additional 10% of  
	  	  	  	  	REPSOL YPF, S.A. until totaling 20%.  
	  
	4.  	  	Guarantees:  	  	·  	  	Pledge of 100% of the shares of SPV.  
	  
	  	  	  	  	·  	  	Pledge of the shares of REPSOL YPF, S.A. acquired by SPV (in any  
	  	  	  	  	  	  	case, political rights for SYV). The acquired securities of REPSOL  
	  	  	  	  	  	  	YPF, S.A. shall be deposited at SAN (subject to agreement on  
	  	  	  	  	  	  	conditions of custody).  
	  
	  	  	  	  	·  	  	Irrevocable order of payment of dividends of REPSOL YPF, S.A. into  
	  	  	  	  	  	  	SAN account.  
	  
	  	  	  	  	·  	  	Pledge of SPV’s bank accounts.  
	  
	  	  	  	  	·  	  	SYV will guarantee the payment of interest on the facility.  
	  
	  	  	  	  	·  	  	SYV is required to submit additional liquid listed securities, to the  
	  	  	  	  	  	  	Bank’s satisfaction, or cash, as security for the facility when the loan-  
	  	  	  	  	  	  	to-value ratio falls below 105% during the first 24 months and below  
	  	  	  	  	  	  	115% as from month 24. This contingent guarantee is limited to total  
	  	  	  	  	  	  	contribution having an equivalent value of €1.275 billion. The parties  
	  	  	  	  	  	  	agree that, among those listed securities, the following shall be  
	  	  	  	  	  	  	acceptable:  
	  
	  	  	  	  	  	  	o  	  	Shares of Testa, provided that the said company is in  
	  	  	  	  	  	  	  	  	possession of an asset appraisal report on the basis of  
	  	  	  	  	  	  	  	  	which the value of the shares will be determined. In the  
	  	  	  	  	  	  	  	  	event that SyV chooses to submit shares of Testa, the  
	  	  	  	  	  	  	  	  	equivalent value of the shares to be contributed shall be at  
	  	  	  	  	  	  	  	  	least 125% of the amount necessary to re-establish the  
	  	  	  	  	  	  	  	  	loan-to-value ratio established in the above paragraph,  
	  	  	  	  	  	  	  	  	unless at that time Testa meets the free-float requisites  
	  	  	  	  	  	  	  	  	established in the following paragraph.  
	  
	  	  	  	  	  	  	o  	  	Shares of Eiffage and/or Itinere (when it goes public)  
	  	  	  	  	  	  	  	  	provided that the minimum free-float of these companies  
	  	  	  	  	  	  	  	  	shall be at least 35% of share capital or €1.0 billion.  



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	  	  	  	  	  	  	           o  	  	In the event that SyV has contributed shares of Testa in  
	  	  	  	  	  	  	  	  	order to meet the loan-to-value ratios established in this  
	  	  	  	  	  	  	  	  	section, the Financial Institutions may request that SyV  
	  	  	  	  	  	  	  	  	substitute said shares of Testa for others of Eiffage and/or  
	  	  	  	  	  	  	  	  	Itinere, provided that the latter meet, at the time of the  
	  	  	  	  	  	  	  	  	request, the free-float requisites established in the above  
	  	  	  	  	  	  	  	  	paragraph but Testa does not meet them.  
	  
	  	  	  	  	·  	  	SYV agrees, upon maturity of the facility, provided that it is not  
	  	  	  	  	  	  	refinanced, to submit additional liquid listed securities, in accordance  
	  	  	  	  	  	  	with the provisions of the above paragraph, or cash, up to the  
	  	  	  	  	  	  	aggregate limit mentioned in the preceding paragraph, in order to  
	  	  	  	  	  	  	maintain the same loan-to-value ratio as established at the onset of  
	  	  	  	  	  	  	this facility (1.23x) .  
	  
	5.  	  	Drawdown  	  	Once the conditions precedent established below have been accredited,  
	  	  	Period:  	  	one month from date of signature.  
	  
	6.  	  	Term:  	  	6 years.  	  	  
	  
	7.  	  	Amortization:  	  	Bullet, sole amortization pay-off at maturity.  
	  
	8.  	  	Underwriter:  	  	Banco Santander Central Hispano, S.A.  
	  
	9.  	  	Agent:  	  	SAN  	  	  
	  
	10.  	  	Lender Banks:  	  	Banking syndicate formed by the Underwriter and other Financial  
	Institutions that, in the end, may enter the transaction. 
	  
	  
	11.  	  	Interest Period:  	  	1, 3 and 6 months, at the choice of the Borrower.  
	  
	12.  	  	Interest Rate:  	  	EURIBOR of the relevant term + applicable Margin.  
	  
	13.  	  	Margin:  	  	The margin shall be:  
	  
	  	  	  	  	  	  	           ·  	  	100 basis points per annum through month 24  
	  	  	  	  	  	  	           ·  	  	110 basis points per annum from month 24 through month  
	  	  	  	  	  	  	  	  	48  
	  	  	  	  	  	  	           ·  	  	120 basis points from month 48  
	  
	14.  	  	Underwriting,  	  	0.95% of the Total Amount, payable upon the first Drawdown or upon  
	  	  	Structuring and  	  	expiration of the Drawdown Period, whichever occurs first.  
	  	  	Origination  	  	  	  	  	  	  
	  	  	Fee:  	  	  	  	  	  	  
	  
	15.  	  	Agency Fee:  	  	€60,000 + VAT, payable annually.  
	  
	16.  	  	Voluntary  	  	The Borrower shall have the option of prepaying the facility amount (in  
	  	  	Prepayment:  	  	whole or in part) without penalty, provided that the prepayment coincides  
	  	  	  	  	with an interest payment date, and it is made subject to minimum pre-notice  
	  	  	  	  	to the Agent Bank of 15 business days.  
	  
	  	  	  	  	The prepayment must be for a minimum of €25 million and multiples of €5  
	  	  	  	  	million, in the event that the principal payment is made with funds other  
	  	  	  	  	than those generated by the Borrower. Should that not be the case, no  
	  	  	  	  	minimum will exist.  



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	17. Obligatory  	  	The facility amount must be prepaid in the following circumstances:  
	       Prepayment:  	  	  	  	  
	  	  	·  	  	In full in case of loss of ownership (whether direct or indirect) of  
	  	  	  	  	100% of SPV on the part of SYV.  
	  
	  	  	·  	  	In full in the event that SPV is merged, absorbs or is absorbed, or  
	  	  	  	  	changes activity.  
	  
	  	  	·  	  	In whole or in part, as appropriate, in the event that SPV proceeds  
	  	  	  	  	with the sale, in whole or in part, of the shares of REPSOL YPF, S.A.  
	acquired within the frame of this facility. 
	  
	  	  	·  	  	In full in case of breach of the loan-to-value ratio.  
	  
	18. Market Value of  	  	Result of multiplying the number of shares acquired and pledged by the  
	       the Shares of  	  	SPV by the closing price of the Spanish electronic stock trading system  
	       REPSOL YPF,  	  	(Sistema de Interconexión Bursátil Español).  
	       S.A.:  	  	  	  	  
	  
	19. Loan-to-Value  	  	Defined as the quotient between the Market Value of the Shares of  
	       Coverage  	  	REPSOL YPF, S.A. acquired and pledged by SPV at the end of each  
	       Ratio:  	  	Measurement Period and the outstanding balance of the facility at that time,  
	  	  	net of cash and equivalents at SPV.  
	  
	20. Maintenance of  	  	In the event that the Market Value of the Shares of REPSOL YPF, S.A., at  
	       Loan-to-Value  	  	the end of each Coverage Level Measurement Period has suffered a  
	       Coverage  	  	decrease which provokes the Loan-to-Value Coverage Ratio to fall below  
	       Ratio:  	  	that established in section 4 of this Offer, depending upon the time in which  
	  	  	it is applicable, during 3 consecutive days, SYV shall submit listed  
	  	  	securities, to the satisfaction of the Banks, or funds up to the limit at which  
	  	  	the Loan-to-Value Coverage Ratio is re-established. The total maximum  
	  	  	value of SYV’s contributions to the Borrower and not recovered, in  
	  	  	accordance with the provisions of the following paragraph, shall amount to  
	  	  	€1.275 billion.  
	  
	  	  	If at the end of the following Measurement Period, the share price of  
	  	  	REPSOL YPF, S.A. has appreciated in such a manner that the Loan-to-  
	  	  	Value Coverage Ratio is greater than the one established in section 4 of  
	  	  	this Offer, depending upon the time in which applicable, during three  
	  	  	consecutive days, SYV may re-draw the cash or the securities previously  
	  	  	submitted as collateral.  
	  
	  	  	Once the above-mentioned contingency limit has been exhausted, and in  
	  	  	order to maintain the Loan-to-Value Coverage Ratio, SYV may continue  
	  	  	contributing funds in order to succeed in maintaining the Loan-to-Value  
	  	  	Coverage Ratio as determined. In any case, at the choice of the Borrower  
	  	  	and/or SYV, the following are proposed:  
	  
	  	  	·  	  	Reduction of debt.  
	  
	  	  	·  	  	Contribution of shares of REPSOL YPF, S.A.  
	  
	  	  	·  	  	Contribution of liquid, listed shares.  
	  
	  	  	·  	  	Contribution of cash or equivalent.  
	  
	  	  	·  	  	Bank guarantee (minimum S&P: A+).  



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	  	  	·  	  	Any other one acceptable by the Financial Institutions.  
	  
	21. Loan-to-Value  	  	Monthly, except if the Loan-to-Value Coverage Ratio falls below 1.15x, in  
	       Coverage Ratio  	  	which case weekly.  
	       Measurement  	  	  	  	  	  	  
	       Period:  	  	If the Loan-to-Value Coverage Ratio falls below 1.10x, the Measurement  
	  	  	Period shall be daily.  
	  
	22. Conditions  	  	·  	  	The Loan-to-Value Coverage Ratio must be greater than or equal to  
	       Precedent prior  	  	  	  	1.20x in order for SYV not to have to contribute additional  
	       to Closing and  	  	  	  	guarantees.  
	       Pay-out  	  	  	  	  	  	  
	  	  	Prior to the drawdown of funds, the Agent must have received, inter alia,  
	  	  	the following documents:  
	  
	  	  	·  	  	Authorizations.  
	  
	  	  	·  	  	Incorporation, registration, corporate resolutions and powers of  
	  	  	  	  	attorney of the SPV.  
	  
	  	  	·  	  	Evidence of paid-in Capital, Subordinated Loan.  
	  
	  	  	·  	  	Establishment of Guarantees.  
	  
	  	  	·  	  	Representations: legal status, non-existence of violation, of breach of  
	  	  	  	  	litigation, of insolvency situations, compliance with tax regulations,  
	  	  	  	  	non-existence of early termination events, non-existence of financial  
	  	  	  	  	indebtedness not this facility.  
	  
	  	  	·  	  	Absence of Material Adverse Change. Any circumstance or fact  
	  	  	  	  	which adversely and significantly may affect or affects the financial  
	  	  	  	  	position, equity or capacity of the SPV to meet the obligations  
	  	  	  	  	deriving from the Facility.  
	  
	  	  	·  	  	Representation concerning having paid all fees owed to the banks.  
	  
	23. Borrower’s  	  	During the life of the facility, SPV must fulfill, inter alia, the following  
	       Obligations:  	  	obligations:  	  	  
	  
	  	  	·  	  	Earmark the amount of the facility to the stated purpose.  
	  
	  	  	·  	  	Compliance with laws, maintenance of authorizations.  
	  
	  	  	·  	  	Prompt reporting of the existence of a cause for early termination.  
	  
	  	  	·  	  	Negative Pledge, Pari Passu.  
	  
	  	  	·  	  	Maintenance of ownership of 100% of the shares of REPSOL YPF,  
	  	  	  	  	S.A. acquired by the SPV, free of liens, encumbrances, in-rem rights,  
	  	  	  	  	options, etc., except for the pledge granted in favor of the Financial  
	  	  	  	  	Institutions.  	  	This obligation shall be excepted in the case  
	  	  	  	  	contemplated in section 17.3 of this Offer.  
	  
	  	  	·  	  	Prohibition against incurring indebtedness other than as  
	  	  	  	  	contemplated in these terms and conditions, unless entailing  
	  	  	  	  	indebtedness subordinated to the bank facility, granted by the  



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	  	  	  	  	Shareholder.  
	  
	  	  	·  	  	Prohibition against granting financing and/or bank guarantees and/or  
	  	  	  	  	other types of guarantees.  
	  
	  	  	·  	  	Prohibition against making investments, with the sole exception of  
	  	  	  	  	acquiring new blocks of REPSOL YPF, S.A. and provided that the  
	  	  	  	  	Loan-to-Value Coverage Ratio has been greater than 1.15x during  
	  	  	  	  	two consecutive measurements.  
	  
	  	  	·  	  	Prohibition against adopting resolutions aimed at dissolution,  
	  	  	  	  	winding-up, transformation, merger or spin-off of the company.  
	  
	  	  	·  	  	Prohibition against entering into contracts with especially related  
	  	  	  	  	persons.  
	  
	  	  	·  	  	Prohibition against distributing dividends and remunerating the  
	  	  	  	  	Subordinated Debt which, as the case may be, SYV’s shareholders  
	  	  	  	  	contribute.  
	  
	  	  	·  	  	Exercise the political rights in relation to the shares of REPSOL YPF,  
	  	  	  	  	S.A. diligently, so as not to impair at any time the obligations  
	  	  	  	  	contracted under this Facility and, in any case, under the premise of  
	  	  	  	  	facilitating a dividend distribution which allows the payment of  
	  	  	  	  	interest on the bank financing.  
	  
	  	  	·  	  	Commitment relating to tax consolidation of SPV into the SYV  
	  	  	  	  	consolidated group and contribution by the shareholder of the  
	  	  	  	  	relevant funds to SPV for the tax credit of any tax loss that may exist.  
	  
	  	  	·  	  	The value of the Loan-to-Value Coverage Ratio, at the end of each  
	  	  	  	  	Measurement Period, must be greater than or equal to that  
	  	  	  	  	established in section 4 of this Offer, depending upon the time in  
	  	  	  	  	which applicable, provided that the contingent contribution limit of  
	  	  	  	  	€1.275 billion, to be contributed by SYV, has been exhausted.  
	  
	  	  	·  	  	Commitment to submit economic-financial and annual information  
	  	  	  	  	(within 180 days following the close) and to audit its Annual Financial  
	  	  	  	  	Statements and Management Report annually by a firm of  
	  	  	  	  	recognized prestige.  
	  
	  	  	·  	  	Establishment of interest rate hedging mechanism (at least for 2/3 of  
	  	  	  	  	the amount and 100% of the facility term), to be determined by  
	  	  	  	  	mutual agreement with the Bank. Contracting will be carried out at  
	  	  	  	  	the said bank and pursuant to market conditions.  
	  
	24. SYV’s  	  	·  	  	Make the contributions of funds or securities described in this facility  
	       Obligations:  	  	  	  	offer.  
	  
	  	  	·  	  	Maintain, at all times, at least €1.0 billion in liquid, listed shares free  
	  	  	  	  	of liens or available cash in order to satisfy the contributions to  
	  	  	  	  	maintain the Loan-to-Value Coverage Ratio at the levels established  
	  	  	  	  	in this offer. This amount shall be reduced in proportion to the limit  
	  	  	  	  	of SYV’s contingent guarantee, when such limit, due to the effective  
	  	  	  	  	contribution of securities or cash, has been reduced to €1.0 billion.  
	  
	25. Other  	  	Costs pertaining to Funding Rupture, Substitute Interest, Market Rupture,  



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	       Customary  	  	Default Interest, Change in circumstances, Unforeseen Legal Breach,  
	       Clauses in this  	  	Qualified Credit Entity (for tax purposes). Loan Accounts.  
	       Type of Facility:  	  	  	  	  
	  
	26. Assignments:  	  	Financial Institutions may assign and transfer, in whole or in part, their  
	  	  	  	  	share in this Agreement and, therefore, the rights and obligations  
	  	  	  	  	emanating therefrom, to other credit entities, financial institutions,  
	  	  	  	  	securitization fund established or to be established in Spain or abroad (in  
	  	  	  	  	any case within the EU) as well as to any other entity and, specifically, to  
	  	  	  	  	companies or entities, whether or not regulated, incorporated for the  
	  	  	  	  	purpose of participating in the credit or securities market through  
	  	  	  	  	securitization processes or other processes analogous thereto, provided  
	  	  	  	  	that no greater costs to the Borrower derive from the assignment. Only  
	  	  	  	  	entities having their domicile or a permanent establishment in the EU may  
	  	  	  	  	be assignees.  
	  
	27. Taxes  	  	and  	  	The Borrower shall be responsible for all present or future taxes and  
	      Expenses:  	  	coefficients (“Increased Costs”) which may accrue in relation to this  
	  	  	  	  	financial transaction, including legal expenses, external advisers, as well as  
	  	  	  	  	the movements of funds in Bank of Spain accounts, if any, or any other  
	  	  	  	  	system used to comply with the payment obligations between the parties to  
	  	  	  	  	the contract. The banks shall loan from a permanent establishment in the  
	  	  	  	  	European Union. Standard gross-up clause.  
	  
	28. Early  	  	  	  	·  	  	Breach by the Borrower of any undertaking, obligation, etc.  
	      Termination  	  	  	  	established in the contract, considering and evaluating in each case  
	      Events:  	  	  	  	  	  	the material/substantial nature of each such breach. A grace period  
	  	  	  	  	  	  	or cure period may be established for each one of the early  
	  	  	  	  	  	  	termination events, to be negotiated by the parties and which, in any  
	  	  	  	  	  	  	case, shall not be greater than 5 business days for breach of  
	  	  	  	  	  	  	payment, and 15 calendar days for others.  
	  
	  	  	  	  	·  	  	Cross Default with the corporate operation of SYV which completes  
	  	  	  	  	  	  	the facility earmarked towards acquisition of REPSOL YPF, S.A.  
	  	  	  	  	  	  	shares.  
	  
	  	  	  	  	·  	  	General non-payment of debts on the part of the Borrower or on the  
	part of any company of the SYV Group. 
	  
	  	  	  	  	·  	  	Declaration of early termination of any indebtedness of the Borrower  
	or of any company of the SYV Group. 
	  
	  	  	  	  	·  	  	Change of direct or indirect 100% ownership on the part of SYV.  
	  
	  	  	  	  	·  	  	Breach or unforeseen ineffectiveness of any representation or  
	  	  	  	  	  	  	warranty.  
	  
	  	  	  	  	·  	  	Illegality, voidance or ineffectiveness of the guarantees.  
	  
	  	  	  	  	·  	  	Material Adverse Change. Any circumstance or fact which adversely  
	  	  	  	  	  	  	and significantly may affect or affects the financial position, equity or  
	  	  	  	  	  	  	capacity of the SPV and/or of SYV to meet the obligations deriving  
	  	  	  	  	  	  	from the Facility.  
	  
	29. Documentation:  	  	The transaction shall be formalized via a loan agreement prepared by a  
	  	  	  	  	lawfirm of recognized prestige, and shall include the representations,  
	  	  	  	  	obligations, conditions precedent, termination events and other clauses  



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	  	  	  	  	customary for this type of transaction.  
	  
	  	  	  	  	The documentation shall be executed before a Notary Public.  
	  
	30.  	  	Governing Law  	  	Spanish law and Courts of the city of Madrid  
	  	  	and  	  	  
	  	  	Jurisdiction:  	  	  
	  
	31.  	  	Assistance in  	  	SYV agrees to support the Underwriters and to employ its best efforts during  
	  	  	Syndication:  	  	the syndication to encourage the banks with which a relationship is  
	  	  	  	  	established to participate in order to guarantee the success of such  
	  	  	  	  	syndication.  



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FACILITY TO SPV (wholly-owned by SYV)

TERMS AND CONDITIONS OF BRIDGE FACILITY UNDERWRITING

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



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