EX-4.59



 





EXHIBIT 4.59



[English Translation]


Loan Agreement




This Loan Agreement is entered into this 1st day of December 2002




By and Between:




Telvent México, S.A. de C.V. (hereinafter referred to as the “Lender”) with registered and tax
address at Bahia de Santa Barbara No. 174, Col. Verónica Anzures, 11300 Mexico, D.F., holder of
Federal Taxpayer Information Number TME9006203Q6, and duly represented in this act by Mr. Enrique
Barreiro Nogaledo and Mr. Luis Luengo Morales in their capacity as power of attorney holders by
virtue of a power of attorney registered in Public Instrument No. 62,244 granted before the Notary
Public Mr. Juan Manuel García de Quevedo C., and duly registered in the Public Companies Registry
of this Capital.



And:




Abengoa México S.A. (hereinafter referred to as the “Borrower”) with registered and tax address at
Bahía de Santa Barbara No. 174, Col. Verónica Anzures, Zip Code 11300 Mexico, D.F., holder of
Federal Taxpayer Information Number AME970120MJ3, duly registered in the en el Public Companies
Registry of the Federal District of Mexico in Mercantile Folio No. 111,785, and duly represented in
this act by Mr. Norberto del Barrio Brun and Mr. Luis Luengo Morales in their capacity as power of
attorney holders by virtue of a power of attorney registered in Public Instrument No. 59,694 of
November 30, 1999 before Notary Public No. 55 of the Federal District of Mexico Mr. Juan Manuel
García de Quevedo Cortina.



Both parties, in the capacity in which they act, mutually recognize they have sufficient legal
capacity to freely enter into this agreement.



Recitals





	I.	 	Whereas, due to cash-flow needs and in order to meet financial commitments in the performance
of its business activity, the Borrower has requested the Lender to grant it a commercial
current account loan, to which the latter has agreed;
	 
	II.	 	Whereas, the Lender undertakes to hand over to the Borrower the amounts the latter may
request it for from the available funds mentioned hereinafter in order to meet its financial
commitments within the quantitative limits set forth herein and conditional upon the terms and
conditions likewise set forth herein, as well as the existence and availability of the
Lender’s funds.
	 
	III.	 	The available funds mentioned in the preceding recital shall be made up of the drawing down
of funds made by both the Borrower as well as other companies that are not a party to this
Agreement but which are, however, bound by analogous agreements, as cash-flow surpluses, and
shall be deposited into a single account whose sole holder shall be the Lender;




 









 











Now, Therefore, the parties have agreed to enter into this Loan Agreement after the necessary
negotiations and to govern their mutual interests subject to the following:



Terms and Conditions





	1.-	 	 The Lender grants to and opens for the Borrower which accepts and receives, a current account
loan up to the maximum amount of $10,000,000 US (ten million US Dollars).
	 
	 	 	The aforementioned amount may be freely modified, increased or reduced at any time at
the initiative of either of the parties, as long as it has obtained the other party’s
written consent.
	 
	 	 	Notwithstanding the foregoing, the hand over for draw downs to the Borrower shall be
conditional upon the existence of sufficient available balances in the available fund
at the moment of the Borrower’s request and upon the fact that such a request is truly
due to certain needs to cover the Borrower’s financial commitments. The Borrower shall
be obliged to solely draw down any amounts that it may need and to destine such amounts
exclusively for the aforementioned purposes.
	 
	2.- 	 	The drawdown of amounts by the Borrower shall require giving the Lender at least two working
days’ prior notice.
	 
	3.- 	 	The Lender shall deposit into a special account of the Borrower any sums the latter makes use
of, and the reimbursements the latter may effectuate of the funds thus drawn shall be paid
into the same account. The daily balance that thus results in the account shall yield interest
in favor of the Lender at the interest rate agreed upon and set forth hereunder.
	 
	 	 	The parties agree that in the course of each quarter (hereinafter referred to as
“periods”) they shall effectuate the relevant settlement in order to determine the
resulting balance on account of the Borrower, which shall correspond to the amounts
drawn down by the Borrower, subtracting any amounts the latter may have paid back, if
any, and the interests applied for such items, as described in the following sections:
	 
	 	 	Interest rate: 3-month LIBOR rate

Interest periods: Quarterly

Applicable margin: Variable (0% to +6%)
	 
	4.-	 	 The loan’s maximum date of maturity is set forth as December 31, 2003, with the loan maturing
to said date, at which time any debit amounts owed for all items shall be paid back.
	 
	 	 	Nevertheless, this Agreement shall be construed to have been implicitly extended for
annual periods if neither of the parties has given written notice of their intention
not to
extend it one week prior to the end of the Agreement’s initial term or any extension
thereof.
	 
	5.-	 	 The Borrower shall bear any kind of taxes, contributions and any costs that may arise as a
result of this operation, as well as any that may result from its enforcement and collection.
	 
	6.-	 	 The Lender may terminate this Agreement under the following circumstances:






	 	a)	 	Due to a breach by the Borrower of any of the clauses contained
herein;




 









 












	 	b)	 	Should the Borrower file for temporary receivership, creditors’
arrangements, bankruptcy or public insolvency.






	 	 	Any of the grounds for this Agreement’s termination shall automatically give rise to
the loan’s early maturity without the need for giving prior notice thereof. The Lender
may require performance of such obligation or the termination of this Agreement,
without prejudice to any other actions it may be entitled to under the Law.
	 
	7.-	 	 Any disputes that may arise between the parties concerning the interpretation, fulfillment,
performance, or total or partial termination of this Agreement shall be definitively resolved
by arbitration under the Law pursuant to prevailing legislation on such matters at the place
construed at the Borrower’s registered address. The arbitration award shall be firm and
binding on the parties and may be enforced before any court holding jurisdiction in such
respect.





In Whitness Whereof, the parties have set their hands on two copies of this Agreement on the date
and in the place first mentioned above.



	 	 	 
	For Abengoa México, S.A.
	 	 
	 
	 	 
	/s/ Norberto del Barrio Brun

	 	/s/ Luis Luengo Morales
	 
	 	 
	For Telvent México, S.A. de C.V.
	 	 
	 
	 	 
	/s/ Enrique Barreiro Nogaledo

	 	/s/ Luis Luengo Morales