EX-4.52



 









EXHIBIT 4.52




[English Translation]




Reciprocal Loan Agreement



This Reciprocal Loan Agreement is entered into this 1st day of August 2007
by and between:



Abengoa, S.A. (hereinafter referred to as “Abengoa”) with registered and tax address in Seville at
Avenida de la Buhaira, 2, 41018 Seville, Spain and duly registered in the Seville Companies
Registry in Volume 47, Sheet 2921, Folio 107, with Tax Information Number A41002288, and duly
represented by Mr. José Antonio Moreno Delgado**********,
as well as by Mr. José Marcos Romero, **********.



And:



Telvent GIT, S.A. (hereinafter referred to as “Telvent GIT”), a company incorporated under Spanish
Law, with registered address in Alcobendas, Madrid at Calle Valgrande, 6 and duly registered in
Madrid Companies Registry in Sheet No. 257879, Folio 164, Volume 15.370 of Companies and with Tax
Information Number A-82631623 and, duly acting on its behalf,
Mr. Manuel Sánchez Ortega, **********.



Both parties mutually recognize they have sufficient capacity to enter into this Agreement and bind
the Companies they represent.




R e c i t a l





	1.-	 	Whereas, due to cash-flow needs and conveniences and in order to cover financial
commitments and to take advantage of cash surpluses both Parties may having during the term of this Agreement, they have agreed to reciprocally grant themselves a
commercial loan which, for the purposes of their respective interests, shall be governed by the following:
	 
	 	 	* The asterisks represent personal and immaterial information
of the Company’s representatives that has been retracted from
the Agreement.




 









 











T e r m s  a n d  C o n d i t i o n s





	1.-	 	Each of the Parties grants to and opens for the other Party, which accepts and receives
it, a current account loan of up to the maximum amount sixty million euros (€60,000,000) or
equivalent thereof in any other currency admitted to trading in the Spanish foreign exchange
market, without prejudice to the provisions set forth in Clause 2.4.
	 
	2.-	 






	 	2.1	 	Either of the Parties (hereinafter, the “Borrower”) shall give sufficient prior
notice of a drawdown of funds (hereinafter referred to as a “Request for Funds”) to the
other Party (hereinafter, the “Lender”), so that the latter may duly process the request
in time. Apart from specific exceptions to be dealt with on an individual basis, no
Request for Funds received after 12.00 hours on the day prior to date foreseen for the
operation shall be dealt with. Abengoa, S.A.’s working timetable in Seville shall be
used for the purposes of determining working days.
	 
	 	2.2	 	The Lender shall deposit into the Borrower’s account the 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 may thus result in the account
shall accrue interest in favor of the Lender at an annual interest rate equivalent to
the arithmetic mean of the one-month EURIBOR interest rate for euro loans and the
one-month LIBOR rate for the rest of the currencies plus a differential of 0.75%, and it
shall be calculated by the Hamburg method. The settlement and payment of interest shall
be made at the end of each financial year and at the time the loan matures.
	 
	 	2.3	 	Should the Lender in turn draw down (after having given the relevant prior
notice) funds belonging to the Borrower, such funds shall first be applied to offsetting
the credit balance of the former and any excess shall be construed as the balance. Hence, from that
moment on, the former Borrower shall become the Lender. The interest calculation
method mentioned in the foregoing paragraph shall then be applied to such balance.
	 
	 	2.4	 	Should a Request for Funds be made for an amount that results in an accumulated
amount exceeding the maximum limit set forth herein, the Lender may at its discretion
deposit into the account the amount needed to cover up to the




 









 






	 	 	 	maximum limit, or deposit
the total amount requested by the Borrower. In the latter case, it shall be construed
that a mutual agreement has been reached to change the loan’s maximum amount.






	3.-	 	The final deadline for the loan’s maturity shall be set as August 1, 2008.
Notwithstanding the foregoing, 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.
	 
	4.-	 	The Borrower, whichever Party it may be at the time, may either wholly or partially
settle this loan early without suffering any kind of penalty whatsoever as a result thereof.
	 
	5.-	 	All entitlements of any kind whatsoever, taxes, contributions and any expenses that may
arise as a result of this transaction shall be incurred by the Parties in proportion to the
amount and the time during which they have been the Borrower. Nevertheless, should it be the
case, the Borrower shall incur any expenses that may arise from any kind of enforcement or
collection proceedings.
	 
	6.-	 	Either of the Parties may terminate this Agreement under the following circumstances:






	 	a)	 	Due to a breach by the other Party of any of the clauses
contained herein.
	 
	 	b)	 	The Party that is the Lender at the time, due to having
challenged any bill accepted from the Party that is the Borrower at the time or
due to having brought any court or administrative proceedings against the
latter that may lead to a seizure or attachment of its assets.
	 
	 	c)	 	Whenever the Party that is the Borrower at the time guaranties
debts or allows them to be guarantied through mortgages, pledges or any other
liens, encumbrances or guaranties on all or part of its current or future
assets, entitlements, activities or revenue, unless the Party that is the
Lender at the time gives its consent thereof.




 









 






	 	d)	 	Should the Party that is the Borrower at the time 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
Party that is at such time 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.-	 	The Parties agree that the stipulations set forth herein shall likewise apply in
whatever may turn out to be relevant to any loans or credits they may have granted to each
other prior to this Agreement, leading to either a novation or discharge of obligations.
	 
	8.-	 	For any disputes that may arise concerning the interpretation, fulfillment and/or
performance of this Agreement, the Parties hereby submit themselves to the jurisdiction of the
Courts of Seville, waiving any jurisdictional privileges they may enjoy.




In witness 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, S.A.

	 	For Telvent Git, S.A.
	 
	 	 
	/s/ José Antonio Moreno Delgado

	 	/s/ Mr. Manuel Sánchez Ortega
	 
	 	 
	/s/ José Marcos Romero