EX-4.61



 






EXHIBIT 4.61




Addendum to the Loan Agreement




This First Addendum to the Loan Agreement entered into by and between Abengoa México, S.A. de C.V.
(hereinafter “Abengoa”) as the Lender, duly represented by Mr. Norberto del Barrio Brun and Mr.
David Fernandez Fuentes, and Telvent México, S.A. de C.V. (hereinafter “Telvent”) as the Borrower,
duly represented by Mr. Enrique Barreiro Nogaledo and Mr. Luis Rancé Comes is entered into by
Abengoa and Telvent (jointly referred to hereinafter as “the Parties”) in Mexico, D.F. this 1st
day of January 2006 in keeping with the following Bases, Recitals and Clauses:



Bases of the Addendum





	 	1.	 	Whereas, on December 1, 2002 the Parties entered into a loan agreement for the amount
of $10,000,000 US (ten million US dollars);
	 
	 	2.	 	Whereas, in the first clause of the Agreement, the Parties agreed upon what literally
reads as follows:






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.



Recitals





	 	1.	 	Whereas, the Parties mutually recognize the legal personality and capacity with which
their representatives enter into this instrument in order to bind the companies that have
granted them powers of attorney under the terms and conditions required hereof;
	 
	 	2.	 	Whereas, the Parties wish to enter into this instrument, by virtue of which they
adjust the amount of the loan granted pursuant to the provisions set forth in the first
Clause of the Agreement.





Clauses



1.- The Parties hereby recognize that the facts narrated in the bases and recitals set forth above
are the firm bases for the entering into of this Instrument.



2.- By virtue of this Instrument, the Parties adjust the annual amount of the Agreement’s loan so
that, as of the month of January 2006, the amount of the loan authorized for Telvent shall be of
$25,000,000 US (twenty-five million US dollars), in addition to the interest set forth in the
Original Agreement.





 









 








The Parties agree that the entering into of this Addendum does not constitute a novation of the
rights and obligations undertaken by the Parties in the Original Agreement, which is the purpose
of this Instrument. Hence, the aforementioned rights and obligations shall remain in full legal
force for the Parties and this Addendum solely constitutes a modification of the first clause of
the aforementioned agreement, so that it shall henceforth read as follows:




1.- The Lender grants to and opens for the Borrower, which accepts and receives, a current
account loan up to the maximum amount of $25,000,000 US (twenty-five 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 drawdowns 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.



In Whitness Whereof, after having read this Addendum, both Parties have hereunto set their hand in
duplicate in the City of Mexico D.F on the 1st day of January 2006.



	 	 	 
	“Abengoa”

	 	“Abengoa”
	 
	 	 
	/s/ Norberto del Barrio Brun

	 	/s/ David Fernández Fuentes
	 
	 	 
	Abengoa México, S.A. de C.V.

	 	Abengoa México, S.A. de C.V.
	Represented by:

	 	Represented by:
	Norberto del Barrio Brun

	 	David Fernández Fuentes
	 
	 	 
	“Telvent”

	 	“Telvent”
	 
	 	 
	/s/ Enrique Barreiro Nogaledo

	 	/s/ Luis Rancé Comes
	 
	 	 
	Telvent México, S.A. de C.V.

	 	Telvent México, S.A. de C.V.
	Represented by:

	 	Represented by:
	Enrique Barreiro Nogaledo

	 	Luis Rancé Comes