EX-4.8






Exhibit 4.8




AMENDING NOVATION AGREEMENT (NON TERMINATING)




Agreed in Madrid, on 21 May 2009.




BY AND BETWEEN




Party of the First Part:





	(1)	 	TELVENT GIT, S.A., a Spanish Company with registered address in Alcobendas (Madrid), calle
Valgrande 6, with Corporate ID number XXXXXXXXX and registered with the Commercial Registry of
Madrid on page number 257879 (hereinafter and indifferently, the “Company” or the “Borrower”).
	 
	 	 	The Company is represented by Mr. Luis Miguel Martínez Jurado, with National Identity Card
No. XXXXXXXXX and Mr. Fernando Saavedra Obermann, with National Identity Card No. XXXXXXXXX,
and sufficient powers for this purpose.






	(2)	 	TELVENT EXPORT, S.L. (hereinafter, “Telvent Export”), a Spanish company with registered
address in Alcobendas (Madrid), in calle Valgrande 6, registered with the Madrid Commercial
Registry, in volume 25,964, folio 56, page number M-468019, entry number 1, and with Corporate
ID No. XXXXXXXXX.
	 
	 	 	The Company is represented by Mr. Luis Miguel Martínez Jurado, with National Identity Card
No. XXXXXXXXX and Mr. Fernando Saavedra Obermann, with National Identity Card No. XXXXXXXXXX,
as verbally-authorised attorneys.






	(3)	 	TELVENT TRÁFICO Y TRANSPORTE, S.A. (hereinafter, “Telvent Tráfico”) a Spanish Company with
registered address in Alcobendas (Madrid), in calle Valgrande 6, registered with the Madrid
Commercial Registry, Registry No. 2, in general volume 825,800 of Section 3, folio 124, page
number 68,400, registration entry 1 and Corporate ID No. XXXXXXXXX.
	 
	 	 	The Company is represented by Mr. Luis Miguel Martínez Jurado, with National Identity Card
No. XXXXXXXXX and Mr. Fernando Saavedra Obermann, with National Identity Card No. XXXXXXXXXX,
and sufficient powers for this purpose.






	(4)	 	TELVENT ENERGÍA, S.A. (hereinafter, “Telvent Energía”) a Spanish Company with registered
address in Alcobendas (Madrid), in calle Valgrande 6, registered with the Madrid Commercial
Registry, Registry No. 2 of Madrid, in general volume 1,612,1,036 of Section 3 of the
Corporations Book, Folio 1, Page No. 7.367, registration entry 1 and Corporate Tax ID number
XXXXXXXXXX.
	 
	 	 	The Company is represented by Mr. Luis Miguel Martínez Jurado, with National Identity Card
No. XXXXXXXXX and Mr. Fernando Saavedra Obermann, with National Identity Card No. XXXXXXXXX,
and sufficient powers for this purpose.





 









 














	(5)	 	TELVENT FARRADYNE INC (hereinafter, “Telvent Farradyne”) a North American company
incorporated under the laws of Maryland, with registered address in the city of Rockville,
Maryland.
	 
	 	 	The Company is represented by Mr. Luis Miguel Martínez Jurado, with National Identity Card
No. XXXXXXXXX and Mr. Fernando Saavedra Obermann, with National Identity Card No. XXXXXXXXX,
and sufficient powers for this purpose.






	(6)	 	TELVENT USA, INC (hereinafter, “Telvent USA”) a North American company incorporated under the
laws of Texas, with registered address in the city of Houston, Texas, USA.
	 
	 	 	The Company is represented by Mr. Luis Miguel Martínez Jurado, with National Identity Card
No. XXXXXXXXX and Mr. Fernando Saavedra Obermann, with National Identity Card No. XXXXXXXXX,
and sufficient powers for this purpose.






	(7)	 	TELVENT TRAFFIC NORTH AMERICA, INC (hereinafter, “Telvent Traffic”) a North American company
incorporated under the laws of Texas, with registered address in the city of Houston, Texas.
	 
	 	 	The Company is represented by Mr. Luis Miguel Martínez Jurado, with National Identity Card
No. XXXXXXXXX and Mr. Fernando Saavedra Obermann, with National Identity Card No. XXXXXXXXX,
and sufficient powers for this purpose.






	(8)	 	TELVENT CANADA, LTD (hereinafter, “Telvent Canada”) a Canadian Company, incorporated under
the Canada Business Corporations Act, with registered address in the city of Calgary, Alberta.
	 
	 	 	The Company is represented by Mr. Luis Miguel Martínez Jurado, with National Identity Card
No. XXXXXXXXX and Mr. Fernando Saavedra Obermann, with National Identity Card No. XXXXXXXXX,
and sufficient powers for this purpose.






	(9)	 	TELVENT BRAZIL, S.A. (hereinafter, “Telvent Brazil”) a Brazilian company, incorporated under
the laws of Brazil, with registered address in Rua Visconde de Itamarati, number
168/Maracaná-RJ. Registered with CNPJ (taxpayer) number XXXXXXXXX.
	 
	 	 	The Company is represented by Mr. Luis Miguel Martínez Jurado, with National Identity Card
No. XXXXXXXXX and Mr. Fernando Saavedra Obermann, with National Identity Card No. XXXXXXXXX,
and sufficient powers for this purpose.






	(10)	 	TELVENT PORTUGAL, S.A. (hereinafter, “Telvent Portugal”), a Portuguese company, incorporated
under the laws of Portugal, with registered address in Filipe Folque, number two, fourth
floor, feligresía do Prior Velho, in the town of Loures and registration number 504,790,188
of the Archive of the Loures Commercial Registry.
	 
	 	 	The Company is represented by Mr. Luis Miguel Martínez Jurado, with National Identity Card
No. XXXXXXXXX and Mr. Fernando Saavedra Obermann, with National Identity Card No. XXXXXXXXX,
and sufficient powers for this purpose.






	(11)	 	TELVENT MEXICO, S.A. DE C.V. (hereinafter, “Telvent México”), a Mexican company, incorporated
under the laws of Mexico, with registered address in México D.F. Registered with the Public
Registry of commerce in Mexico D.F., in Commercial Folio, number one hundred and thirty-three,
seven hundred and fifty-nine, on September thirteenth, nineteen ninety.
	 
	 	 	The Company is represented by Mr. Luis Miguel Martínez Jurado, with National Identity Card
No. XXXXXXXXX and Mr. Fernando Saavedra Obermann, with National Identity Card No. XXXXXXXXX,
and sufficient powers for this purpose.






	(12)	 	TELVENT HOUSING, S.L. (hereinafter, “Telvent Housing”), a Spanish company with registered
address in Alcobendas (Madrid), in calle Valgrande 6, registered with the Madrid
Commercial Registry, in volume 13,891, folio 81, page number 227370, entry number 1, and with
Corporate ID NO. XXXXXXXXX.





	 	 	 	 	 
	 

	 	- 2 -
	 	 






 









 







The Company is represented by Mr. Luis Miguel Martínez Jurado, with National Identity Card
No. XXXXXXXXX and Mr. Fernando Saavedra Obermann, with National Identity Card No. XXXXXXXXX,
and sufficient powers for this purpose.




	(13)	 	TELVENT OUTSOURCING, S.A. (hereinafter, “Telvent Outsourcing”) a Spanish Company with
registered address in Seville, in calle Tamarguillo, number 29, registered with the Seville
Commercial Registry, in volume 2,062 of the General Section of the Corporations Register,
Folio 213, Page No. SE-20857, registration entry 1 and Corporate Tax ID number XXXXXXXXX.
	 
	 	 	The Company is represented by Mr. Luis Miguel Martínez Jurado, with National Identity Card
No. XXXXXXXXX and Mr. Fernando Saavedra Obermann, with National Identity Card No. XXXXXXXXX,
and sufficient powers for this purpose.






	(14)	 	TELVENT SERVICIOS COMPARTIDOS, S.A. (hereinafter, “Telvent Servicios Compartidos”), a Spanish
company with registered address in Alcobendas (Madrid), in calle Valgrande 6, registered with
the Madrid Commercial Registry, in volume 16,752, book 0, folio 109, section 8, page number
M-286179, entry number 1, with Corporate ID No. XXXXXXXXX.
	 
	 	 	The Company is represented by Mr. Luis Miguel Martínez Jurado, with National Identity Card
No. XXXXXXXXX and Mr. Fernando Saavedra Obermann, with National Identity Card No. XXXXXXXXX,
and sufficient powers for this purpose.






	(15)	 	TELVENT INTERACTIVA, S.A. (hereinafter, “Telvent Interactiva”) a Spanish Company with
registered address in Seville, in Ronda del Tamarguillo, number 29, registered with the
Seville Commercial Registry, in volume 3,096, of the General Section of the Corporations
Register, Folio 38, Page No. SE-41024, registration entry 1 and Corporate Tax ID number
XXXXXXXXX.
	 
	 	 	The Company is represented by Mr. Luis Miguel Martínez Jurado, with National Identity Card
No. XXXXXXXXX and Mr. Fernando Saavedra Obermann, with National Identity Card No. XXXXXXXXX,
and sufficient powers for this purpose.






	(16)	 	TELVENT ENVIRONMENT, S.A. (hereinafter, “Telvent Environment”) a Spanish Company with
registered address in Seville, in Ronda del Tamarguillo, number 29, registered with the
Seville Commercial Registry, in volume 826, book 565 of Section 3 on Companies, Folio 65, Page
No. 12,409, registration entry 1 and Corporate Tax ID number XXXXXXXXX.
	 
	 	 	The Company is represented by Mr. Luis Miguel Martínez Jurado, with National Identity Card
No. XXXXXXXXX and Mr. Fernando Saavedra Obermann, with National Identity Card No. XXXXXXXXX,
and sufficient powers for this purpose.
	 
	 	 	Hereinafter, and notwithstanding the provisions set forth hereunder, Telvent Tráfico, Telvent
Energía, Telvent Farradyne, Telvent USA, Telvent Traffic,
Telvent Canada, Telvent Brasil,
Telvent Portugal, Telvent México, Telvent Housing, Telvent Outsourcing, Telvent Servicios
Compartidos, Telvent Interactiva and Telvent Environment will be jointly referred to as
“Additional Guarantors” and jointly referred to with Telvent Export as “Guarantors”.





Party of the Second Part:





	(17)	 	CAJA DE AHORROS Y MONTE DE PIEDAD DE MADRID (hereinafter, “Caja Madrid”), a Spanish Company
with registered address in Madrid, Plaza del Celenque 2, with Corporate ID No. XXXXXXXXX.





	 	 	 	 	 
	 

	 	- 3 -
	 	 






 









 








The Company is represented by Mr. Paul Barrabes Bac, with ID number XXXXXXXXX and by Mr.
Jorge Salamero Sanz, with ID number XXXXXXXXX, with sufficient powers for the purposes of
these proceedings.




	(18)	 	CAIXA D’ ESTALVIS I PENSIONES DE BARCELONA (hereinafter, “La Caixa”), with registered address
in Barcelona, Avda. Diagonal, 621-629, with Corporate ID No. XXXXXXXXX.
	 
	 	 	The Company is represented by Mr. Thomas Ole Sigurd Getz with Residence Permit No. XXXXXXXXX
and by Mr. José Ignacio Zamacois Alonso, with ID No. XXXXXXXXX, with sufficient powers for
the purposes of these proceedings.






	(19)	 	ING BELGIUM S.A., SPANISH BRANCH (hereinafter, “ING”), with registered address in Madrid, in
calle Génova 27, registered with the Madrid Commercial Registry in volume 10,506, folio 172,
Section 3, page number 52,983, registration No. 106, and Corporate ID No. XXXXXXXXX.
	 
	 	 	The Company is represented by Mr. Sergio Casado Gámez, with ID No. XXXXXXXXX and by Mr.
Gustavo Alberto de Rosa, with Residence Permit No. XXXXXXXXX, with sufficient powers for the
purposes of these proceedings.
	 
	 	 	Hereinafter, Caja Madrid, La Caixa and ING shall jointly be referred to as the “Lending
Entities” and, together with the Borrower and the Guarantors, as the “Parties”.





RECITALS





	(A)	 	Whereas, on September 12, 2008, the Company acting as the borrower, Abengoa, S.A.
(hereinafter, “Abengoa”) and Telvent Export as Guarantor and Caja Madrid as the Agent,
together with ING as a lending organization, signed a private syndicated financing agreement,
recorded in a public deed on that same date by means of a public deed
authorized before Notary
of Madrid Mr. Juan Álvarez-Sala Walther, with number 1,206 of his protocol (hereinafter, the
“Financing Agreement” which was amended on December 23, 2008, according to the details
contained in the same.)
	 
	(B)	 	Whereas, by virtue of an adhesion deed dated 21 October 2008, authorised by Notary of Madrid
Mr. Juan Álvarez-Sala Walther, with number 2,409 of his protocol, the Additional Guarantors
joined as guarantors of the Financing Agreement.
	 
	(C)	 	Whereas, by virtue of a guarantee cancellation deed dated 20
November 2008, authorized by
Notary of Madrid Mr. Juan Álvarez-Sala Walther, the guarantee granted by Abengoa under the
Financing Agreement was terminated.
	 
	(D)	 	Whereas the Parties wish to modify certain terms of the Financing Agreement, in particular in
the aspects concerning the introduction of two new sub-tranches with which La Caixa will
provide additional financing to the Borrower, and for these purposes they have agreed to
undersign this non-terminating modifying novation agreement (hereinafter, the “Novation
Agreement”), in accordance with the following:





CLAUSES









1. DEFINITIONS




1.1 In this agreement:





“Original Financing Agreement”, means the financing agreement described in Recitals Clause A
hereof.



	 	 	 	 	 
	 

	 	- 4 -
	 	 






 









 







“Redrafted Financing Agreement”, means the Original Financing Agreement, modified and amended
in accordance with the agreements reached hereunder, whose terms are included in the ANNEX to
the same.




“Modification Agreement”, means this non-terminating modifying novation of the Original
Financing Agreement.




“Effective Date”, means today’s date once the Prior Conditions have been met for the entry
into force of the Redrafted Financing Agreement, included in Clause 6 hereof.




	1.2	 	The terms appearing in capital letters in this agreement and not otherwise defined, shall
have the meaning attributed in Clause 1 (Definitions and Interpretation) of the Redrafted
Financing Agreement).






	2.	 	AMENDMENTS TO THE ORIGINAL FINANCING AGREEMENT






	2.1	 	The parties agree to amend the terms and conditions of the Original Financing Agreement,
which shall be replaced by the text of the Redrafted Financing Agreement that is attached
hereto as an ANNEX to the agreement (forming an integral part of the same for all effects and
purposes) and which shall be fully valid from the Effective Date.






	2.2	 	The Guarantors






	 	2.2.1	 	Expressly agree to the amendments of the Original Financing Agreement made by
virtue of this agreement and reflected in the Redrafted Financing Agreement; and
	 
	 	2.2.2	 	They ratify the several guarantees granted by virtue of the Original Financing
Agreement for these to guarantee the obligations of the Borrowers under the Redrafted
Financing Agreement under the terms expressed in Clause 26 (Guarantees) thereof.






-5-









 





The Lending Entities expressly accept the ratification of the guarantee referred to above in
these proceedings.








	2.3	 	The parties expressly state herein that this Amendment
Agreement, together with its ANNEX, is
a non-terminating and modifying novation of the Original Financing Agreement.






Following the Effective Date, any mention herein or in any other Financial Document of the
Original Financing Agreement shall be construed as a reference to the Redrafted Financing
Agreement.




	2.4	 	This agreement is a Financing Document for all the purposes set forth in the Redrafted
Financing Agreement.
	 
	3.	 	REITERATION OF FORMAL STATEMENTS






The Borrower and Guarantors reiterate the Formal Declarations made in Clause 21
(Manifestations of the Borrower and the Guarantors) of the Redrafted Financing Agreement and
they expressly manifest that there are no events which could involve a Termination Scenario
under clause 25 (Early Termination) of the Redrafted Financing Agreement or any events that
may involve a Termination Scenario on the date of entry into force of this agreement on the
Effective Date.





	4.	 	RATIFICATION OF GUARANTEES
	 
	4.1	 	The Borrower ratifies full effectiveness, under all terms, of the pledge over the credit
rights which it holds versus Telvent Export by virtue of various subordinated debt loans for a
sum of one hundred and three million dollars (USD 103,000,000) and seventy-five million five
hundred Euros (€ 75,500,000), respectively, set up in a policy dated 23 December 2008, with
the intervention of Notary of Madrid, Mr. Juan Álvarez-Sala Walther, which shall guarantee all
the obligations arising from the Amended Financing Agreement after the Effective Date.
	 
	4.2	 	The Lending organizations accept the ratification and extension of the obligations guaranteed
under the aforementioned pledge policy under the terms of Clause 4.1 above.






	5.	 	COSTS AND EXPENSES






Borrower undertakes to pay all expenses arising as a consequence of the preparation,
execution and recording in a public deed of this Redrafted Agreement and the agreement
between creditors held on this same date between Caja Madrid, La Caixa and ING.




	6.	 	EFFECTIVE DATE
	 
	6.1	 	The material condition prior to the entry into force and effectiveness of this Redrafted
Agreement shall be the Agent’s receipt of the following documents, in the manner and with the
conditions that such Agent sets out:






	 	(a)	 	Copies of the powers of the persons undersigning this Amendment Agreement duly
recorded as public deeds (and, when applicable, registered with the relevant Commercial
Registry) in the case of Spanish Companies or granted before foreign notaries and
legalized in the case of foreign companies (except in the case of Telvent Export, whose
powers shall be supplied in a term of three working days from the date of this
Agreement);
	 









-6-









 










	 	(b)	 	Copies of the updated corporate bylaws of the Borrower and the Spanish Guarantors
certified by the relevant administrators or secretaries or, when applicable, a copy of
the deed of incorporation and any subsequent deeds including any later Borrower and
Spanish Guarantor bylaw amendments (certified by the relevant company administrators
and/or secretaries); and, regarding Guarantors who are foreign nationals, equivalent
documents in accordance with the applicable national laws (except for the documents
relevant to Telvent Farradyne, Telvent USA, Telvent Traffic and Telvent Canada, which
must be delivered in the term set forth in section 22.2.29 of the Redrafted Financing
Agreement);
	 
	 	(c)	 	In relation to the Spanish Guarantors with the company form of “limited company”,
whose administrator or direct partner is the Borrower, a copy of the agreements of the
General Shareholders Meeting approving the granting of the Novation Agreement or, when
applicable, copies of the certificates issued by the relevant administrators or
secretaries whereby it is confirmed that the Borrower is neither the administrator or
direct partner of these Guarantors;
	 
	 	(d)	 	A legal opinion from the legal counsel of the Borrower Organizations on the
validity and executability of this Amendment Agreement;
	 
	 	(e)	 	A legal opinion from the Lender Entitys’ legal counsel on the non-Spanish
Guarantors (except in the case of those for Telvent Farradyne, Telvent USA, Telvent
Traffic and  Telvent Canada, which must be delivered within the deadline set forth in
section 22.2.29 of the Redrafted Financing Agreement), in a way which is substantially
similar to the model provided for this purpose prior to the date of this Amendment
Agreement, which in any case must include (i) the declaration of the choice of
Spanish Legislation as the Legislation governing the Amendment Agreement and the
Financing Documents they are a party to and their applicability in the country of
their jurisdiction; and (ii) the declaration that any judgement or sentence passed
in Spain in relation to the Financing Documents is acknowledged and applied in the
country of its jurisdiction.







	 	(f)	 	Copy of the updated Financing Model; and
	 
	 	(g)	 	A graph with the current structure of the Group indicating the contribution of
each company to the EBITDA, Total Assets and Sales, a copy of which will be attached to
the Redrafted Financing Agreement as Annex 7.






	7.	 	DEBT ACKNOWLEDGEMENT






The Borrower recognises and accepts, for all legal effects and purposes, in particular to
those set forth in Articles 517 et seq. of the Civil Procedure Law, that the amounts drawn
down under the Financing on the date of this Amendment Agreement are the following:




	 	(a)	 	Ten million four hundred and fifty thousand Euros (€ 10,450,000) under Tranche
A; and
	 
	 	(b)	 	Forty-seven million and fifty thousand Euros (€ 47,050,000) under Tranche B;






-7-









 










	8.	 	PUBLIC DOCUMENT





The Parties grant this Amendment Agreement as a private document and they expressly agree to
record it in a public deed before Notary of Madrid, Mr. Juan Álvarez-Sala Walther.




	9.	 	ADDITIONAL OBLIGATION





The Borrower is obliged versus the Lender Entities to carry out any actions needed for
Telvent Export to ratify the granting of this Agreement by its verbally-authorised attorneys
mentioned in the foregoing, within a term of three working days following the date of this
Agreement. In the case that this ratification is not performed within the agreed deadline, a
Termination Scenario would occur under the Redrafted Financing Agreement.








10.    APPLICABLE LEGISLATION AND JURISDICTION




10.1  Applicable legislation





This Agreement shall be governed by and interpreted in accordance with common Spanish
legislation.




	10.2	 	Jurisdiction






Insofar as this submission is legally admissible, each of the parties to the Agreement
irrevocably submits, expressly waiving any jurisdiction that they may be entitled to, to the
jurisdiction of the Courts and Tribunals of Madrid, for the hearing and resolution of any
claims arising from the compliance with or interpretation of this Agreement.


As proof of their agreement, the Parties sign a single copy with a single tenor of this Agreement
(for its subsequent recording in a public deed) in the place and on the date first stated.



TELVENT GIT, S.A.





	 	 	 	 	 	 	 
	p.p.

	 	/s/ Luis Miguel Martínez Jurado
	 	p.p.
	 	/s/ Fernando Saavedra Obermann
	 

	 	 
	 	 	 	 
	 

	 	Mr. Luis Miguel Martínez Jurado
	 	 	 	Mr. Fernando Saavedra Obermann
	 
	 	 	 	 	 	 
	TELVENT EXPORT, S.L.	 	 	 	 
	 
	 	 	 	 	 	 
	TELVENT TRÁFICO Y TRANSPORTE, S.A.	 	 	 	 
	 
	 	 	 	 	 	 
	TELVENT ENERGÍA, S.A.	 	 	 	 
	 
	 	 	 	 	 	 
	TELVENT FARRADYNE INC	 	 	 	 
	 
	 	 	 	 	 	 
	TELVENT USA, INC	 	 	 	 
	 
	 	 	 	 	 	 
	TELVENT TRAFFIC NORTH AMERICA INC	 	 	 	 
	 
	 	 	 	 	 	 
	TELVENT CANADA, LTD	 	 	 	 
	 
	 	 	 	 	 	 
	TELVENT BRAZIL, S.A.	 	 	 	 
	 
	 	 	 	 	 	 
	TELVENT PORTUGAL, S.A.	 	 	 	 
	 
	 	 	 	 	 	 
	TELVENT MEXICO, S.A. DE C.V.	 	 	 	 
	 
	 	 	 	 	 	 
	TELVENT HOUSING, S.A.	 	 	 	 
	 
	 	 	 	 	 	 
	TELVENT OUTSOURCING, S.A.	 	 	 	 
	 
	 	 	 	 	 	 
	TELVENT SERVICIOS COMPARTIDOS, S.A.	 	 	 	 
	 
	 	 	 	 	 	 
	TELVENT INTERACTIVA, S.A.	 	 	 	 
	 
	 	 	 	 	 	 
	TELVENT ENVIRONMENT, S.A.	 	 	 	 
	 
	 	 	 	 	 	 
	p.p.

	 	/s/ Luis Miguel Martínez Jurado
	 	p.p.
	 	/s/ Fernando Saavedra Obermann
	 

	 	 
	 	 	 	 
	 

	 	Mr. Luis Miguel Martínez Jurado
	 	 	 	Mr. Fernando Saavedra Obermann
	 
	 	 	 	 	 	 
	CAJA DE AHORROS Y MONTE DE PIEDAD DE MADRID
	 
	 	 	 	 	 	 
	p.p.

	 	/s/ Paul Barrabes Bac
	 	p.p.
	 	 /s/ Jorge Salamero Sanz
	 

	 	 
	 	 	 	 
	 

	 	Mr. Paul Barrabes Bac
	 	 	 	Mr. Jorge Salamero Sanz






	 	 	 	 	 
	 

	 	- 8 -
	 	 






 









 






	 	 	 	 	 	 	 
	CAIXA D’ ESTALVIS I PENSIONES DE BARCELONA
	 
	 	 	 	 	 	 
	p.p.

	 	/s/ Thomas Ole Sigurd Getz
	 	p.p.
	 	/s/ José Ignacio Zamacois Alonso
	 

	 	 
	 	 	 	 
	 

	 	Mr. Thomas Ole Sigurd Getz
	 	 	 	Mr. José Ignacio Zamacois Alonso
	 
	 	 	 	 	 	 
	ING BELGIUM S.A., SPANISH BRANCH
	 
	 	 	 	 	 	 
	p.p.

	 	/s/ Sergio Casado Gámez
	 	p.p.
	 	/s/ Gustavo Alberto de Rosa
	 

	 	 
	 	 	 	 
	 

	 	Mr. Sergio Casado Gámez
	 	 	 	Mr. Gustavo Alberto de Rosa






	 	 	 	 	 
	 

	 	- 9 -
	 	 






 









 






ANNEX


REDRAFTED FINANCING AGREEMENT




	 	 	 	 	 
	 

	 	- 10 -
	 	 







 











 





SYNDICATED FINANCING AGREEMENT

Comprising




TRANCHE A (LOAN)

Amount: € 10,450,000




SUB-TRANCHE A1 (LOAN)

Amount: € 3,634,000




and




TRANCHE B (LOAN)

Amount: € 47,050,000




SUB-TRANCHE B1 (CREDIT)

Amount:
€ 16,366,000




between




TELVENT GIT, S.A.

Borrower




TELVENT EXPORT, S.L.

TELVENT TRÁFICO Y TRANSPORTE, S.A.

TELVENT ENERGÍA, S.A.

TELVENT FARRADYNE INC

TELVENT USA, INC

TELVENT TRAFFIC NORTH AMERICA, INC

TELVENT CANADA, LTD

TELVENT BRASIL, S.A.

TELVENT PORTUGAL, S.A.

TELVENT MEXICO, S.A. DE CAPITAL VARIABLE

TELVENT HOUSING, S.A.

TELVENT OUTSOURCING, S.A.

TELVENT SERVICIOS COMPARTIDOS, S.A.

TELVENT INTERACTIVA, S.A.

TELVENT ENVIRONMENT, S.A.

Guarantors




CAJA DE AHORROS Y MONTE DE PIEDAD DE MADRID

CAIXA D’ ESTALVIS I PENSIONES DE BARCELONA

ING BELGIUM S.A., SUCURSAL EN ESPAÑA

Lenders




 









 








and




CAJA DE AHORROS Y MONTE DE PIEDAD DE MADRID

Agent



Madrid, 12 September 2008 (as amended and redrafted on May 21, 2009)





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TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	1.	 	 	DEFINITIONS AND INTERPRETATIONS
	 	 	7	 
	 	 	 	 	 
	 	 	 	 
	 	2.	 	 	GENERAL TERMS
	 	 	15	 
	 	 	 	 	 
	 	 	 	 
	 	3.	 	 	DRAWDOWN
	 	 	16	 
	 	 	 	 	 
	 	 	 	 
	 	4.	 	 	MATURITY AND AMORTIZATION
	 	 	16	 
	 	 	 	 	 
	 	 	 	 
	 	5.	 	 	GENERAL TERMS
	 	 	16	 
	 	 	 	 	 
	 	 	 	 
	 	6.	 	 	DRAWDOWN
	 	 	17	 
	 	 	 	 	 
	 	 	 	 
	 	7.	 	 	MATURITY AND AMORTIZATION
	 	 	19	 
	 	 	 	 	 
	 	 	 	 
	 	8.	 	 	JOINT REGIME
	 	 	20	 
	 	 	 	 	 
	 	 	 	 
	 	9.	 	 	INTEREST
	 	 	21	 
	 	 	 	 	 
	 	 	 	 
	 	10.	 	 	TYPE OF INTEREST
	 	 	21	 
	 	 	 	 	 
	 	 	 	 
	 	11.	 	 	PAYMENT OF INTEREST
	 	 	22	 
	 	 	 	 	 
	 	 	 	 
	 	12.	 	 	CALCULATION OF THE TYPE OF INTEREST
	 	 	22	 
	 	 	 	 	 
	 	 	 	 
	 	13.	 	 	ARREARS INTEREST
	 	 	25	 
	 	 	 	 	 
	 	 	 	 
	 	14.	 	 	EARLY VOLUNTARY AMORTIZATION
	 	 	25	 
	 	 	 	 	 
	 	 	 	 
	 	15.	 	 	COMPULSORY EARLY AMORTIZATION
	 	 	26	 
	 	 	 	 	 
	 	 	 	 
	 	16.	 	 	CHANGE OF CIRCUMSTANCES
	 	 	27	 
	 	 	 	 	 
	 	 	 	 
	 	17.	 	 	COMMISSIONS AND EXPENSES
	 	 	28	 
	 	 	 	 	 
	 	 	 	 
	 	18.	 	 	TAXES
	 	 	29	 
	 	 	 	 	 
	 	 	 	 
	 	19.	 	 	PAYMENTS AND INDMENITIES
	 	 	30	 
	 	 	 	 	 
	 	 	 	 
	 	20.	 	 	ACCOUNTS
	 	 	32	 
	 	 	 	 	 
	 	 	 	 
	 	21.	 	 	DECLARATIONS OF THE LENDER AND THE GUARANTORS
	 	 	32	 
	 	 	 	 	 
	 	 	 	 
	 	22.	 	 	OBLIGATIONS
	 	 	35	 
	 	 	 	 	 
	 	 	 	 
	 	23.	 	 	AGENCY
	 	 	41	 
	 	 	 	 	 
	 	 	 	 
	 	24.	 	 	ASSIGNMENT
	 	 	43	 
	 	 	 	 	 
	 	 	 	 
	 	25.	 	 	EARLY TERMINATION
	 	 	44	 
	 	 	 	 	 
	 	 	 	 
	 	26.	 	 	GUARANTEE
	 	 	45	 






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	 	27.	 	 	EXECUTION OF THE FINANCING CONTRACT
	 	 	48	 
	 	 	 	 	 
	 	 	 	 
	 	28.	 	 	MISCELLANEOUS STIPULATIONS
	 	 	49	 
	 	 	 	 	 
	 	 	 	 
	 	29.	 	 	LEGISLATION AND JURISDICTION
	 	 	50	 






	 	 	 	 	 
	Appendix 1 Model Drawdown Request Form
	 	 	62	 
	Appendix 2 Model Ratio Compliance Certificate
	 	 	63	 
	Appendix 3 Model Guarantor Accession Deed
	 	 	65	 
	Appendix 4 Existing Debt
	 	 	69	 
	Appendix 5 Existing Guarantees
	 	 	70	 
	Appendix 6 Financial Model
	 	 	71	 
	Appendix 7 Group Structure
	 	 	72	 
	Appendix 8 Model Pledge of Subordinate Loan of Telvent Export
	 	 	73	 






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     FINANCING CONTRACT



     Madrid, 12 September 2008 (as amended and redrafted on May 21, 2009)



BEFORE ME




     On the one hand,




	 	-	 	TELVENT GIT, S.A., a Spanish company with offices in Alcobendas
(Madrid), calle Valgrande 6, company tax no. XXXXXXXXX and
registered at the Madrid Commercial Registry Office on page
number 257879 (henceforth indistinctly, the “Company” or the
“Borrower”).





     On the other hand,




	 	-	 	TELVENT EXPORT, S.L. (henceforth, “Telvent Export”) a Spanish
company with offices in Alcobendas (Madrid), calle Valgrande 6,
registered at the Madrid Commercial Registry Office in volume
25.964, sheet 56, page number M-468019, registration 1 and whose
Company tax number is XXXXXXXXX.
	 
	 	-	 	TELVENT ENERGÍA, S.A. (hereinafter, “Telvent Energía”) a Spanish
Company with registered address in Alcobendas (Madrid), in calle
Valgrande 6,registered with the Commercial Registry of Madrid,
in general volume 1,612, 1,036 of Section 3 of the Corporations
Book, Folio 1, Page No. 7,367, registration entry 1 and
Corporate Tax ID number XXXXXXXXX.
	 
	 	-	 	TELVENT FARRADYNE INC (hereinafter, “Telvent Farradyne”) a North
American company incorporated under the laws of Maryland, with
registered address in the city of Rockville, Maryland.
	 
	 	-	 	TELVENT USA, INC (hereinafter, “Telvent USA”) a North American
company incorporated under the laws of Texas, with registered
address in the city of Houston, Texas, USA.
	 
	 	-	 	TELVENT TRAFFIC NORTH AMERICA, INC (hereinafter, “Telvent
Traffic”) a North American company incorporated under the laws
of Texas, with registered address in the city of Houston, Texas.
	 
	 	-	 	TELVENT CANADA, LTD (hereinafter, “Telvent Canada”), a Canadian
Company, incorporated under the Canada Business Corporations
Act, with registered address in the city of Calgary, Alberta.
	 
	 	-	 	TELVENT BRAZIL, S.A. (hereinafter, “Telvent Brazil”) a Brazilian
company, incorporated under the laws of Brazil, with registered
address in Rua Visconde de Itamarati, number 168/Maracaná-RJ.
Registered with CNPJ (taxpayer) number XXXXXXXXX.
	 
	 	-	 	TELVENT PORTUGAL, S.A. (hereinafter, “Telvent Portugal”), a
Portuguese company, incorporated under the laws of Portugal,
with registered address in Filipe Folque, number two, fourth
floor, feligresía do Prior Velho, in the town of Loures, with
registration number 504,790,188 of the Archive of the Loures
Commercial Registry.
	 
	 	-	 	TELVENT MEXICO, S.A. DE C.V. (hereinafter, “Telvent México”), a
Mexican company, incorporated under the laws of Mexico, with
registered address in México D.F. Registered with the Public
Registry of commerce in Mexico D.F., in Commercial Folio, number
one hundred and thirty-three, seven hundred and fifty-nine, on
September thirteenth, nineteen ninety.
	 
	 	-	 	TELVENT HOUSING, S.L. (hereinafter, “Telvent Housing”), a
Spanish company with registered address in Alcobendas (Madrid),
in calle Valgrande 6, registered with the Madrid Commercial
Registry, in volume 13,891, folio 81, page number 227370, entry
number 1, and with Corporate ID No. XXXXXXXXX.
	 
	 	-	 	TELVENT OUTSOURCING, S.A. (hereinafter, “Telvent Outsourcing”) a
Spanish Company with registered address in Seville, in calle
Tamarguillo, number 29, registered with the Seville Commercial
Registry, in volume 2,062 of the General Section of the
Corporations Register, Folio 213, Page No. SE-20857,
registration entry 1 and Corporate Tax ID number XXXXXXXXX.




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	 	-	 	TELVENT SERVICIOS COMPARTIDOS, S.A. (hereinafter, “Telvent
Servicios Compartidos”), a Spanish company with registered
address in Alcobendas (Madrid), in calle Valgrande 6, registered
with the Madrid Commercial Registry, in volume 16,752, folio
109, section 8, page number M-286179, entry number 1, and with
Corporate ID No. XXXXXXXXX.
	 
	 	-	 	TELVENT INTERACTIVA, S.A. (hereinafter, “Telvent Interactiva”) a
Spanish Company with registered address in Seville, in Ronda del
Tamarguillo, number 29, registered with the Seville Commercial
Registry, in volume 3,096, of the General Section of the
Corporations Register, Folio 38, Page No. SE-41024, registration
entry 1 and Corporate Tax ID number XXXXXXXXXX.
	 
	 	-	 	TELVENT ENVIRONMENT, S.A. (hereinafter, “Telvent Environment”) a
Spanish Company with registered address in Seville, in Ronda del
Tamarguillo, number 29, registered with the Seville Commercial
Registry, in volume 826, book 565 of Section 3 on Companies,
Folio 65, Page No. 12,409, registration entry 1 and Corporate
Tax ID number XXXXXXXXXX.






Henceforth, and notwithstanding any provisions contained below in this agreement, Telvent Export,
Telvent Tráfico, Telvent Energía, Telvent Farradyne, Telvent USA, Telvent Traffic, Telvent Canada,
Telvent Brazil, Telvent Portugal, Telvent Mexico, Telvent Housing, Telvent Outsourcing, Telvent
Servicios Compartidos, Telvent Interactiva and Telvent Environment shall be jointly referred to as
“Guarantors”.




And, furthermore,




	 	-	 	CAJA DE AHORROS Y MONTE DE PIEDAD (henceforth “Caja
Madrid”), a Spanish company with offices in Madrid, Plaza del
Celenque 2, whose company tax number is XXXXXXXXX.
	 
	 	-	 	CAIXA D’ ESTALVIS I PENSIONES DE BARCELONA (hereinafter, “La
Caixa”), with registered address in Barcelona, Avda. Diagonal,
621-629, with Corporate ID No. XXXXXXXXXX.
	 
	 	-	 	ING BELGIUM S.A., BRANCH IN SPAIN (henceforth, “ING”), with
offices in Madrid, calle Génova 27, registered at the Madrid
Commercial Registry Office in volume 10,506, sheet 172, section
3, page number 52,983, registration 106, and whose Company tax
number is XXXXXXXXX.






Henceforth and notwithstanding the provisions contained below in this agreement, Caja Madrid, ING
and La Caixa shall be jointly referred to as “Lending Entities” and each on as “Lender”.
Additionally, the former Lender which, from time to time, acts as an agent in conformity with
Clause 23 (on the date of this agreement, Caja Madrid) shall also be referred to as the “Agent”.



DECLARE





	 	I.	 	The Borrower required a loan for purchasing, through its fully owned subsidiary, Telvent
Export, a block of shares from the North American company, DTN Holding Corporation, Inc
(“DTN”), which represents 100% of its equity capital (“DTN Shares”).
	 
	 	II.	 	The Borrower is the owner, through its fully-owned subsidiary Telvent
Outsourcing, (i) of a block of shares in the Spanish company Galian
2002, S.L. (“Galian”) comprising 94.13% of its share capital (at the
same time Galian is the owner of a block of shares in the Spanish
company Matchmind Holding, S.L. (“Matchmind”) comprising 34.19% of
the share capital thereof), and (ii) a block of shares of the Spanish
company GD 21, S.L. (“GD21”) comprising 100% of its share capital
(and, at the same time, GD21 is the owner of a block of shares in
Matchmind, comprising 25.81% of the share capital).
	 
	 	III.	 	Borrower needs additional financing for the acquisition, through its
fully-owned subsidiary Telvent Outsourcing, of (i) a block of shares
in Matchmind of 40% of the share capital (the “Matchmind Shares”);
and (ii) a block of shares in the Spanish company Galian 2002, S.L.
of 5.87% (the “Galian Shares”) so that, following the acquisition of
the Matchmind Shares and Galian Shares, Telvent Outsourcing becomes
the indirect and direct owner of 100% of Matchmind’s share capital.




- 6 -









 












	 	IV.	 	Caja Madrid and ING granted the Borrower the necessary financing for
the acquisition of DTN Shares and La Caixa is willing to grant the
Borrower the necessary financing for the acquisition of Matchmind
Shares and Galian Shares, all of the above in accordance with the
terms and conditions described hereunder and notwithstanding any
subsequent assignments that said organisations may carry out.
	 
	 	V.	 	The Lending Entities also want the Caja Madrid to act as an Agent of the other entities
participating in such loan and the latter is willing to assume the relevant agency functions.
	 
	 	VI.	 	As a result of the above, the parties sign this agreement (henceforth the “Agreement”) and,
in view of this, the Lending Entities grant the Borrower financing for the sum of
seventy-seven million, five hundred thousand Euros (€ 77,500,000), divided into two parts and
two sub-trances: Tranche A totalling ten million, four hundred and fifty thousand Euros
(€ 10,450,000), Sub-tranche A1 for the sum of three million six hundred and thirty-four
thousand Euros (€ 3,634,000), Tranche B totalling forty-seven million and fifty thousand Euros
(€ 47,050,000) and Sub-tranche B1 for the sum of sixteen million three hundred and sixty-six
thousand Euros (€ 16,366,000), in accordance with the Clauses established below.





PART
ONE – DEFINITIONS AND INTERPRETATION




1. DEFINITIONS AND INTERPRETATIONS




     1.1. Definitions




	 	1.1.1	 	General definitions. In addition to the definitions contained throughout, the
following terms used both in the singular and in the plural shall be interpreted in this
Agreement as follows:






“Acquisition without recourse” means acquisitions made by companies or their assets
liquidated by a company belonging to the Group through a non-recourse loan against the
Borrower or against these companies (excluding those concerning which the auditor of the
Borrower or the company belonging to the Group in question has shown reservations regarding
the effective lack of recourse in these loans when revising the corresponding Financial
Statements). Each Ratio Compliance Certificate shall identify all Acquisition without
recourses and those excluded by the Borrower’s auditor pursuant to the Clauses of this
definition (unless the Borrower and Lending Entities agree otherwise).




“DTN Adjustments to the Sale Price” means any adjustments to the price related to the
purchase of DTN Shares carried out pursuant to the provisions of the DTN Sales Agreement
after its closure date, and pursuant to which Telvent Export is obliged to supply additional
amounts to the sellers.




“Price Adjustments of the Matchmind/Galian Puchases” means any price adjustments to the price
related to the purchase of Matchmind Shares and Galian Shares carried out pursuant to the
terms of the Matchmind/Galian Sales Agreement subsequent to the closure date of the same and,
in according to which Telvent Outsourcing is obliged to pay additional amounts to the
sellers.




“Increase in capital” means the increase in capital by a maximum of one hundred and eight
million North American dollars ($108,000,000)(corresponding to seventy-five million Euros
(€ 75,000,000) by applying an exchange rate of 1.44), subscribed and paid up at 100% by the
Borrower with the objective of partially financing the DTN Acquisition Upfront Price.




“Technical Guarantee” means guarantees of a non-monetary bond which therefore implies no
direct obligation to pay the stipulated net amount. Examples of the Technical Guarantee would
be contracting projects, services and supplies with public organisms, other suppliers and
customers, or auctions and related transactions, also with the above.




“DTN Maximum Authorised Cash Available” means a maximum sum of eighteen million Euros
(€ 18,000,000) that the Borrower withdrew from its own treasury for the sole purpose of paying
the DTN Acquisition Upfront Price.




“Commission Letter” means letters dated Septermber 12, 2008 and May 21, 2009 signed by the
Agent and the Directing Organisations, as applicable, and addressed to the Borrower, which



- 7 -









 






rule the provisions regarding commissions mentioned in subsections 17.1 (Agency Commission)
and 17.3 (DTN Structuring Commission) y 17.4 (Matchmind/Galian Structuring Commission).




“Ratio Compliance Certificate” means the certificate referred to in subsections 22.1.2 and
22.3.6, which certifies the value of the Financial ratios and list of Acquisition without
recourses, Project Companies, Material Branches and other companies belonging to the Group,
which must be Guarantors pursuant to the provisions of Clause 26.2.1, for the period in
question, as per the model contained in Annex 2 accompanying this agreement.




“Project Company” means a current or future member of the group created for the sole purpose
of developing projects under a long-term finance scheme without the assistance of any other
member of the Group (excluding those concerning which the Borrower or company belonging to
the Group in question has shown reservations regarding the effective lack of recourse in
these loans when revising the corresponding Financial Statements). Each Ratio Compliance
Certificate shall identify all Project Companies and those excluded by the Borrower’s auditor
pursuant to the Clauses of this definition (unless the Borrower and Lending Entities agree
otherwise).




“Hedging Agreements” means (i) the interest rate cap transaction agreed between the Borrower
and Caja Madrid with the hiring date being October 31, 2008 and reference Cap 119511; (ii)
the interest rate cap transaction agreed between the Borrower and Caja Madrid with the hiring
date being October 31, 2008 and reference being Cap 119512; (iii) the interest rate cap
transactions agreed between the Borrower and ING with the hiring date being October 31, 2008,
and (iv) the agreements of the same description that the Borrower shall agree with La Caixa
in accordance with the provisions of Clause 22.2.13, together with the Financial Transaction
Master Agreements (CMOF in Spanish) or ISDA Master Agreement agreed in relation to the same
and any other additional appendixes thereto.




“DTN Sales Agreement” means the agreement dated September 15, 2008 signed between
shareholders of DTN and Telvent Export, in view of which the latter shall acquire the DTN
 shares.




“Matchmind/Galian Sales Agreements” means the agreements held on this same date between
managers with a 40% stake in the share capital of Matchmind and Telvent Outsourcing, on the
one hand, and Mr. José Luis Galí Pérez and Telvent Outsourcing, on the other hand, by virtue
of which the latter shall acquire Matchmind Shares and Galian Shares.




“Novation
Agreement” means this Agreement’s amending novation agreement, dated May 21, 2009,
recorded in a public deed authorised by Notary of Madrid, Mr. Juan Álvarez-Sala Walther.




“Breakthrough Costs” means the amount, where appropriate, where:




	 	(a)	 	the interest that a Lender should have received during the period between receipt
of the invoice for its total or partial involvement in a Drawdown or any other due
amount and the last day of the Interest Period underway with regard to such Drawdown or
due amount, if these had been paid on the last day of such Interest Period;






it exceeds




	 	(b)	 	the sum that the Lender was able to obtain by depositing the equivalent of the
main sum received by it with a leading bank on the European interbank market, for a
period starting on the Working Day following the receipt of the funds and ending on the
last day of the Interest Period underway.






“Payment Account” means account number XXXXXXXXXXXXXXXXXXXX opened by the Borrower at the
Agent or, where appropriate, any other that the Agent and Borrower subsequently agree upon.




“Existing Debt” means the amount still owed on the Date the Novation is Signed resulting from
financing contracts whose totals, dates and counterparties are identified in Annex 4.




“Working Day” means a day (other than Saturday or Sunday) on which banks are open to perform
general commercial transactions in Madrid and Barcelona and on which the TARGET2 system is
operative.



- 8 -









 






“Drawdown” means, indistinctly, the single drawdown of funds under Tranche A, the single
drawdown of funds under Sub-tranche A1, the single drawdown of funds under Tranche B, or any
of the drawdowns under Sub-tranche B1.




“Loan
Documents” means this Agreement, the  Novation Agreement, the Hedging Agreements,
Commission Letter, any Guarantor’s Deed of Adherence and any other document that the Borrower
and Agent consider as such.




“DTN’s Significant Adverse Effect” means any assumption, circumstance, development, change or
effect that, individually or together with others, may have a considerable negative effect on
business, assets, financial state or result of the activity of both DTN and its branches, (as
defined in the DTN Sales Agreement) either as a whole or reasonably, which would prevent or
considerably delay the completion of the transactions foreseen in the DTN Sales Agreement or
would restrict or strongly prejudice the capacity of DTN or any sellers under the DTN Sales
Agreement to comply with their obligations under the latter; in the understanding that “DTN’s
Significant Adverse Effect” shall not include the effect of any circumstance, change,
development, assumption or series of facts that may arise from or are mainly due to any of
the following assumptions, considered individually or jointly:




	 	(a)	 	assumptions, circumstances, changes or effects that generally affect the sectors
of activity in which DTN customers operate, whenever DTN and its branches (as defined in
the DTN Sales Agreement), or the sector of activity in which they jointly operate, are
not disproportionately affected;
	 
	 	(b)	 	any circumstances related to capital markets, stock markets or the United States
economy in general, whenever DTN and its branches (as defined in the DTN Sales
Agreement), or the sector of activity in which they jointly operate are not
disproportionately affected;
	 
	 	(c)	 	any public announcement of the signing of the DTN Sales Agreement, the start of
any action and the pending state of the transactions contemplated therein or the
completion of transactions foreseen therein; and
	 
	 	(d)	 	acts of war (declared or not), armed hostilities, sabotage or terrorism, military
action or their escalation, natural disasters (acts of god) including severe and unusual
natural occurrences, drought, floods, earthquakes, unusually severe earthquakes, fires,
lightning or any other circumstances of force majeure that may occur
after the  Original
Signing Date.






“Significant Adverse Effect for Telvent” means a Significant Adverse Effect on:




	 	(a)	 	commercial activity, transactions, property and assets, situation (financial or
any other type) or Group perspectives (excluding Project Companies and Acquisition
without recourses for these purposes) understood as a whole and/or of Abengoa, S.A.; or
	 
	 	(b)	 	the capacity of the Borrower or Guarantors to comply with their obligations under
this Agreement or under other Finance Documents.






“Lender” shall bear the meaning established in the presentation of this Agreement.




“Reference Entities” means Banco Santander, S.A., Banco Bilbao Vizcaya Argentaria, S.A. and
Banco Popular Español, S.A. or other financial entities that substitute them by virtue of
subsection 12.2.2 (iv).




“Director Organizations” means Caja Madrid, ING and La Caixa.




“Guarantor Deed of Accession” means each Deed of Accession to this Agreement as Guarantor
granted, where appropriate, by certain companies belonging to the Group in compliance with
the provisions of subsections 6.2.2 (c) and 26.3.2 and in conformity with the model contained
in Annex 3 accompanying this document.




“Financial Statements” means the accounting documents belonging to a certain entity and
period that are equivalent to Consolidated Financial Statements for such period .




“Consolidated Financial Statements” means, with regard to the Borrower, annual consolidated
accounts (including the balance sheet, profit and loss account, management documents and
report) of the Group corresponding to a certain financial year.




“EURIBOR” shall have the meaning established in subsection 12.2.1.




“Original Signing Date” means September 12, 2008.



- 9 -









 






“Novation Signing Date” means May 21, 2009.




“Final Expiry Date of Tranche A and of Sub-tranche A1” means the 12th September
2009.




“Final
Expiry Date of Tranche B and of Sub-tranche B1” means the 12th September
2013.




“Branch” means, for companies, a company:




	 	(a)	 	that is directly or indirectly controlled by the former;
	 
	 	(b)	 	over half of whose equity capital issued is effectively, directly or indirectly
owned by the former; or
	 
	 	(c)	 	it is a Branch of another Branch of the former,






and, for this purpose, a company shall be considered controlled by another if the latter is
able to manage its business matters and control the structure of its board of directors or
equivalent body.




“Material Branches” means companies belonging to the Group, over 50% of which are directly or
indirectly owned by the Borrower. They individually represent at least 5% of Total
consolidated Assets, and/or 5% of consolidated Revenue and/or 5% of consolidated EBITDA
(excluding Project Companies and Acquisition without recourses for the purpose of calculating
Total Assets, consolidated revenue and consolidated EBITDA).




“Loan” means the financing which is granted by means of this Agreement for the benfit of the
Borrower under Tranch A, Sub-tranch A1, Tranch B and Sub-tranche B1.




“DTN Financing” means DTN’s syndicated financing contract dated 10th March 2006,
pursuant to which it was changed and refunded on the 16th March 2007, together
with any other DTN financing contracts existing when DTN Shares are purchased by the
Borrower.




“Initial Financing” jointly refers to Tranch A and Tranch B.




“Guarantor” initially means entities referred to as such in the presentation of this
Agreement, as well as any other entity belonging to the Group that provides collateral by
applying the provisions of subsection 26.3.2.




“Existing Guarantees” means personal and real guarantees granted and not cancelled on the
Signing Date of the Novation that guarantees the existing Debt, whose validity and
beneficiaries are described in Annex 5.




“Financial Guarantees” means any collateral supplied by any company belonging to the Group to
financial entities to guarantee a loan transaction or by other fund supplying entities to
guarantee any transaction that obliges the return of funds or payment of interest and/or
generates a cost of carry, as well as any other counterguarantees supplied by the latter to
any company belonging to the Group, for the afore-mentioned purpose, which incurs a cost of
carry. To avoid any doubts, it is expressly stated that Technical guarantees and the
counterguarantees that may be undersigned by Group companies with financial organisations
precisely to achieve that such organisations can issue said Technical Guarantees, are
excluded from this definition.




“Group” means the Borrower and its Branches (expressly excluding DTN and its Branches).




“Amount of Tranche A” means the amount referred to in Clause 2.1.1.




“Sum of Sub-tranch A1” means to the amount referred to in Clause 2.1.2.




“Amount of Tranche B” means the amount referred to in Clause 5.1.1.




“Sum of Sub-tranch B1” means to the amount referred to in Clause 5.1.2.




“Total Amount of the Loan” means the global amount of the Loan that is the joint sum of
Tranche A, plus the Sum of Sub-Tranche A1, plus the Sum of Tranche B, plus the Sum of
Sub-Tranche B1.




“Margin” means the percentage applicable at all times by virtue of the provisions of Clause
12.3.




“Majority of Lending Entities” means Lending Entities who finance the majority of the Loan
represents at least 75% of the Total Amount of the Loan pending amortization at all times
(or, where appropriate, the amount not yet available).



- 10 -









 






“Financial Model” means the Borrower’s financial model agreed upon with Lending Entities,
which includes the former’s consolidated pro-forma financial statements containing forecasts
of (i) profit and loss account (indicating consolidated EBITDA), (ii) balance sheet
(indicating Capital expenditures intended for recurring business investment (plants and
equipment), Capital expenditures intended for purchasing authorised committed shares, Total
consolidated Assets and the consolidated Net Financial Debt), (iii) statement of origin and
investment of funds, and (iii) compliance with Financial Ratios, throughout the whole Loan
period (certifying that the afore-mentioned forecasts exclude items corresponding to Project
Companies, Acquisition without recourses and DTN. The above is summarised in Annex
61 of this Agreement.




“Guaranteed Obligations” means the obligations of the Borrower by virtue of this Agreement
and in the Hedging Agreements to pay, in each case, the amount resulting from applying the
provisions of subsection 26.1.4.




“Transactions on Capital Markets” means any public offer, by any company belonging to the
Group, related to the subscription or sale of shares, subscription rights, convertible bonds,
warrants or any similar tools that directly or indirectly allow for the subscription for such
new shares (within the framework of admission to negotiate on the Spanish stock market or any
other belonging to a member-state of the Organisation for Economic Cooperation and
Development (O.E.C.D.), shares representing all or part of the equity capital of any company
belonging to the Group, where appropriate), the issuing of debt instruments and, generally,
any other transaction on international capital markets processed by the Borrower and/or any
of the Guarantors that creates liquid assets for the latter.




“Renting or Leasing Transactions with no impact on Treasury” means any renting or leasing
transactions classified by the auditor as fixed asset transactions which have no impact on
treasury.




“DTN Instalments” means all payments that, pursuant to clause 2.3 of the Telvent Export DTN
Sales Agreement, must be made after the closing date of the purchase of DTN Shares.




“Matchmind/Galian Payments in Instalments” mean each and every one of the payments which, in
accordance with Clauses 2.2.2 and 2.2.3 of the Matchmind/Galian Sales Agreements, Telvent
Outsourcing shall be obliged to make following the closure date of the acquisition of the
Matchmind Shares and the Galian Shares.




“Availability Period of SubTranche B1” means the period between the Novation Signing Date and
15th September 2009.




“Interest Period” means, indistinctly, each of the successive periods for creating interest
defined in Clause 10 concerning the single Drawdown of Tranche A, the single Drawdown of
Sub-Tranche A1, the single Drawdown of Tranche B and each one of the Provisions of
Sub-Tranche B1.




“DTN Upfront Acquisition Price” means the amount equivalent to the sum of the funds resulting
from the initial Loan, the increase in Capital and the Authorised Maximum Available Amount of
Cash that Telvent Export payed as part of the DTN share purchase price which, pursuant to the
provisions of the DTN Sales Agreement, had to be made effective upon its closure (therefore
excluding DTN Instalments).




“Borrower” shall have the meaning set forth in the introduction to this Agreement.




“SEC” means the U.S. Securities Exchange Commission.




“Drawdown Request” means the document used to request a Drawdown under this Agreement whose
model is enclosed as Annex 1.




“Sub-Tranche A1” means the commercial loan for a sum of three million six hundred and
thirty-four thousand Euros (€ 3,634,000), granted in agreement with the provisions of Section
Two of this Agreement.



- 11 -









 







“Sub-Tranche B1” means the commercial loan for a sum of sixteen million three hundred and
sixty-six thousand Euros (€ 16.366.000), granted in agreement with the provisions of Section
Three of this Agreement.




“Termination Events” means any events established in Clause 25.1.




“TARGET2” means the Trans-European Automated Real-Time Gross Settlement Express Transfer
System in Euros that uses a single shared platform and was launched on the 19th
November 2007.




“Tranche A” means the commercial loan of ten million four hundred and fifty thousand Euros
(€ 10,450,000) granted in conformity with the provisions of Section Two of this Agreement.




“Tranche B” means the commercial loan of forty-seven million and fifty thousand Euros
(€ 47,050,000) granted in conformity with the provisions of Section Three of this Agreement.




“Tranches” jointly refers to Tranche A, Sub-Tranche A1, Tranche B and Sub-Tranche B1.




	 	1.1.2	 	Financial definitions With regard to this Agreement, the following terms, ratios
and financial magnitudes shall have the meanings indicated below, interpreted pursuant
to the accounting principles generally accepted in Spain and, unless expressly indicated
otherwise, calculated based on Consolidated Financial Statements or relating to them.






With regard to the Borrower’s Consolidated Financial Statements, “Total Assets” means the
total consolidated assets of the Group with the deduction of those corresponding to Project
Companies or Acquisition without recourses included in such Statements.




“Capital Expenditures” means investment in material and immaterial fixed assets, including
capitalised expenses, whenever such investments are treated as investments in fixed assets.




“Working Capital” means current assets minus current liabilities.




“Net Financial Debt” means a long-term debt (over a year) incurred before credit
institutions, plus a short-term debt (less than a year) also incurred before credit
institutions, plus vouchers, bonds, promissory notes and amounts corresponding to recourse
leasing and factoring transactions as well as any other bonds or liabilities that have the
effect of a loan and create financial expenses for companies belonging to the Group
(including but not limited to, Renting or Leasing Transactions with no Impact on Treasury),
plus bonds relating to third party bond guarantees, minus Liquid Assets and Available
Negotiable Title Deeds; excluding from the debt to credit institutions all amounts indicated
on the Consolidated Financial Statements as owed by DTN or a Project Company, or those
associated with a Acquisition without recourse.




“EBITDA” means the gross positive or negative operating results before amortization and, for
the purpose of calculating the Financial Ratios, the deduction of EBITDA corresponding to
Project Companies or Acquisition without recourses included in such Consolidated Financial
Statements.




“Sales” means the turnover of the Guarantors in accordance with the details of their
Consolidated Annual Financial Statements without the inclusion for these purposes of the
sales through operations with any Group companies.




“Cash Flow Available for the Debt Service” means EBITDA plus variations of the Working
Capital relating to the previous calculation period, plus tax returns received from the
Public Tax Department minus payment of taxes, plus Capital Expenditure (expressly excluding,
for this purpose, the DTN Upfront Acquisition Price for the financial year that ended on the
31st December 2008 and for the financial year ended on 31 December 2009 the sum of
the funds disbursed for the Matchmind Shares and Galian Shares), plus extraordinary revenue
minus extraordinary expenses, minus payments of benefits to minority partners and minus
investment in the capital of other companies (including, for this purpose, any funds
contributed or committed to the capital of Project Companies and Acquisition without
recourses).




“Expenses” means the consolidated operating expenses of the Group with the deduction of those
corresponding to Project Companies or Acquisition without recourses included in such
Statements.




“Net Financial expenses” means, for each calculation period: Guarantors under any of their
debts or obligations; minus (b) the aggregated amount of all revenue obtained from interest,
commissions, expenses and other financial sums earned or charged by the Borrower and the



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Guarantors; excluding amounts corresponding to Project Companies or Acquisition without
recourses included in such Consolidated Financial Statements.




“Revenue” means the consolidated operating revenue of the Group with the deduction of those
corresponding to Project Companies or Acquisition without recourses included in such
Statements.




“Interest Hedging Ratio” means the ratio resulting from the quotient between EBITDA and the
Net Financial Expenses, established in conformity with the provisions of subsection 22.3.2.




“Debt Service Hedging Ratio” means, at all times and relating to the calculation period
immediately prior to that referred to, the quotient between: (i) the Available Cash Flow for
the Debt Service generated during such period prior to meeting Debt service payments; and
(ii) the debt Service (expressly excluding major amortizations corresponding to Tranche A and
to Sub-Tranche A1 of the Loan); established in conformity with the provisions of subsection
22.3.3.




“Debt Ratio” means the ratio resulting from the quotient between the Net Financial Debt and
EBITDA, established in conformity with the provisions of subsection 22.3.4.




“Pay-Out Ratio” means the ratio resulting from the quotient between (i) the amount
corresponding to dividends or any other allotments (including but not limited to, for this
purpose, any payments of premiums, returns of contributions or major amortizations and
interest under subordinated debt instruments) effectively made to the Borrower’s shareholders
during a certain financial year and (ii) the Borrower’s allocated net accounting benefit of
the previous financial year (expressly excluding the part corresponding to contributions made
by DTN, Project Companies or any companies that have been subject to a Acquisition without
recourse).




“Financial Ratios” means the Debt Service Hedging Ratio, the Debt Ratio, the Interest Hedging
Ratio and the Pay-Out Ratio.




“Debt Service” always means Net Financial Expenses, plus ordinary amortizations of the Loan,
plus payments for which the Borrower is responsible by virtue of the Hedging Agreements, plus
any other amount owed by the latter to the Lending Entities as from the period considered,
plus any amortizations of instalments corresponding to leasing transactions processed by the
Borrower, plus ordinary amortizations of any of its debts and obligations (expressly
excluding any short-term debt drawdowns by virtue of financial transactions signed with
companies belonging to the Group);




“Liquid Assets” means liquid assets and amounts related to them resulting from Consolidated
Financial Statements, except for pledged liquid assets that the Borrower and its Branches do
not have freely available and the cash deposited in accounts belonging to Project Companies
and companies that have been subject to a Acquisition without recourse.




“Negotiable Securities” means any short-term fixed-interest securities issued by the
governments of Spain, France, Germany or the United States, listed on the market and with a
Standard & Poors rating (or its equivalent Moody’s rating) which is not under AA, valued at
the book value.




“Available Negotiable Securities” means Negotiable Securities excluding those deposited in
accounts belonging to the Project Company and companies that have been subject to an
Acquisition without recourse.



     1.2. Interpretation




	 	1.2.1.	 	Unless otherwise indicated, all allusions in this Agreement to:






	 	(a)	 	“shares” includes properties, revenue and all types of rights, both
present and future”;
	 
	 	(b)	 	“debt” includes any payment or repayment obligation (either incurred
as main or joint obligor), be it present or future, real or contingent;
	 
	 	(c)	 	time references in this Agreement shall be understood as the official
time in the city of Madrid.






	 	1.2.2.	 	The annexes form a part of the Agreement: Any reference made to “this Agreement” in
this document or its annexes shall be understood as made to this document and all its
annexes.




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	 	1.2.3.	 	Person. The word person shall mean individuals or companies of any type, either
public or private. Unless expressly foreseen otherwise, any reference to the Borrower,
Lending Entities, Agent or any other person includes successors of this person and
permitted assigns. More specifically, any reference made to Lending Entities shall
include Entities that, on the date of this Agreement, maintain their share in the Loan,
and any other entity that may acquire a share in it.
	 
	 	1.2.4.	 	Headings and titles. Headings and titles of Clauses, sections, subsections and
paragraphs of this Agreement and its annexes are intended for convenience and do not
constitute any pact between the parties or any form of interpretation per se.
	 
	 	1.2.5.	 	Calculation of deadlines. Except when expressly established otherwise in this
Agreement (i) deadlines expressed in “days” refer to calendar days, counted as from the
calendar day immediately following the initial calculation day, inclusive, until the
last calendar day of the deadline, inclusive, (ii) deadlines expressed in “Working
Days” refer to Working Days, calculated as from the day immediately following the
initial calendar day of the calculation, inclusive, until the last Working Day of the
deadline, inclusive, and (iii) deadlines expressed in months shall be calculated as
from the day calculating starts, inclusive, until the same day of the last month of the
deadline, unless such date does not exist in the last month, in which case the deadline
shall terminate on the previous calendar day of such month. Unless expressly
established otherwise in this Agreement and if, in compliance with the principles
established in the previous paragraph, the last day of the deadline is not a Working
Day, the deadline in question shall automatically be considered extended until the
following Working Day unless the latter occurs during the following month, in which
case the deadline shall be shortened to the previous Working Day; this rule shall also
be applicable in the assumption that certain or definite dates are established in this
Agreement for complying with the parties’ specific obligations and such dates are not
Working Days, without stipulating a deadline.






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PART TWO – TRANCHE A (LOAN) AND SUBTRANCHE A1 (LOAN)




2. GENERAL TERMS




2.1. Amounts




	 	2.1.1.	 	The Lending Entities grant the Borrower a commercial loan for a maximum amount of TEN
MILLION FOUR HUNDRED AND FIFTY THOUSAND EUROS (€ 10,450,000), for Tranche A.
	 
	 	2.1.2.	 	The Lending Entities grant the Borrower a commercial loan for a maximum total sum of
THREE MILLION SIX HUNDRED AND THIRTY-FOUR THOUSAND EUROS (€ 3,634,000), for Sub-Tranche A1.





2.2. Acceptance




	 	1.	 	The Borrower accepts the commercial loans, related to Tranche A and Sub-Tranche A1,
respectively, and undertakes to return the principal amount in its possession and pay any
interest, commissions, costs, taxes and expenses related to or derived from them.





2.3 Destination




	 	2.3.1.	 	The Borrower has allocated all available funds related to Tranche A to the purchase
of DTN shares.
	 
	 	2.3.2.	 	The Borrower shall devote the entirety of the funds drawn down charged to SubTranche
A1 to the acquisition of Matchmind Shares and Galian Shares and the payment of the
costs associated to this acquisition and the granting of the Novation Agreement.





2.4. Distribution Table




	 	2.4.1.	 	The Amount indicated in Tranche A is distributed amongst the Lending Entities
pursuant to the following shares:





	 	 	 	 	 	 	 	 	 
	       Lender	 	Total of Tranche A (Euros)	 	Percentage
	Caja Madrid
	 	 	5,000,000	 	 	 	47.85	%
	ING
	 	 	5,450,000	 	 	 	52.15	%
	TOTAL
	 	 	10,450,000	 	 	 	100.00	%







Due to any transfer made by virtue of the provisions of Stipulation 24, any new Lender that
purchases a share in Tranche A or increases its share in the latter, shall accept and assume
its shares purchased in this same Tranche And the amounts and percentages listed in detail
above shall consequently be considered altered.




	 	2.4.2	 	The amount for SubTrancheA1 is distributed among the lending entities
according to the following shares:





	 	 	 	 	 	 	 	 	 
	Lending Entity	 	Sum of SubTranche A1 (in euros)	 	Percentage
	La Caixa
	 	 	3,634,000	 	 	 	100.00	%
	TOTAL
	 	 	3,634,000	 	 	 	100.00	%







As a consequence of any assignments made by virtue of the provisions set forth in
Clause 24, any new Lending Entities acquiring a stake in Sub-Tranche A1 or increasing
its percentage in the same shall accept the sum of the stake in Sub-Tranche A1
acquired and the sums and amounts detailed in the foregoing shall be understood as
having been appropriately amended.



2.5. Acceptance by Lending Entities of their shares




Lending Entities accept and assume the amount of each of their respective shares in Tranche A
and in Sub Tranche A1 as applicable, according to the conditions established in this Agreement.



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3. DRAWDOWN




3.1. Drawdowns




	 	3.1.1.	 	And in Sub-Tranche A1, as applicable, Tranche A was drawn down with a single Drawdown
for a sum of TEN MILLION FOUR HUNDRED AND FIFTY THOUSAND EUROS (€ 10.450.000), carried
out on October 27, 2008.
	 
	 	3.1.2.	 	Application. The Borrower makes a Drawdown Request on the Novation Signing Date under
Sub-Tranche A1 for the full sum of Sub-Tranche A1, having chosen a Period of Interest
for this Drawdown with a term lasting until 12 September 2009. The handover of the
funds of this Drawdown made under Sub-Tranche A1 shall be carried out by the Agent
(once the Agent had received such funds from the relevant Lending Entities), with a
bank transfer to the Payment Account on 21 May 2009, whenever the requirements set
forth in sections 3.1.4 and 6.2.2 had been met prior to 3 pm on said date, and in the
case that requirements were met thereafter, the transfer shall be made with the value
date of 22 May 2009 (as long as they had been met prior to 3 pm of said date). The
performance of the bank transfer shall have the same legal effects as a delivery.
	 
	 	3.1.3.	 	Irrevocability. The Drawdown Request made by virtue of section 3.1.2 above is
irrevocable, and the Borrower is obliged to drawdown the sum requested on the date and
in the currency and for the amount stated.
	 
	 	3.1.4.	 	Requirements. Notwithstanding the above, Lending Entities shall not be obliged to
honour the Drawdown Request stated in section 3.1.2 above if such a request had not
been made prior to the first Drawdown under Sub-Tranche B1.





4. MATURITY AND AMORTIZATION





All amounts available under Tranche A and Sub-Tranche A1 should be entirely met by the
Borrower no later than the Final Maturity Date of this Section. Therefore, notwithstanding
the full application of any other relevant provision contained in this Agreement, it is
hereby clarified that on the Final Maturity Date of Tranche A and Sub-Tranche A1, the
Borrower should have entirely fulfilled its obligations to pay the principal amount,
interests, commissions, taxes, related expenses or any other amounts.



PART THREE – TRANCHE B (LOAN) and SUBTRANCHE B1 (CREDIT)




5. GENERAL TERMS




5.1. Amount




	 	5.1.1.	 	The Lending Entities grant the Borrower a commercial loan for a maximum amount of
FORTY-SEVEN MILLION AND FIFTY THOUSAND EUROS (€ 47,050,000), corresponding to Tranche B.
	 
	 	5.1.2.	 	The Lending Entities shall grant the Borrower a commercial loan for a total maximum
sum of SIXTEEN MILLION THREE HUNDRED AND SIXTY-SIX THOUSAND EUROS
(€ 16,366,000) for Sub-Tranche B1.





5.2. Acceptance




The Borrower accepts the commercial loan, related to Tranche B and the commercial credit,
related to Sub-Tranche B1, and undertakes to return the principal amount in its possession
and pay any interest, commissions, costs, taxes and expenses related to or derived from them.



5.3. Destination




	 	5.3.1.	 	The Borrower has allocated all available funds related to Tranche A to the purchase
of DTN Shares.




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	 	5.3.2.	 	The Borrower shall devote the full sum of funds drawn down charged to Sub-Tranche B1
to the acquisition of Matchmind Shares and Galian Shares and the payment of the costs
associate to this acquisition and the granting of the Novation Agreement.





5.4. Distribution Table




	 	5.4.1.	 	The Amount indicated in Tranche B is distributed amongst the Lending Entities
pursuant to the following shares:





	 	 	 	 	 	 	 	 	 
	Lending Entity	 	Total of Tranche B (Euros)	 	Percentage
	Caja Madrid
	 	 	22,500,000	 	 	 	47.82	%
	ING
	 	 	24,550,000	 	 	 	52.18	%
	TOTAL
	 	 	47,050,000	 	 	 	100.00	%







Due to any transfer made by virtue of the provisions of Stipulation 24, any new
Lender that purchases a share in Tranche B or increases its share in the latter,
shall accept and assume its shares purchased in this same Tranche And the amounts
and percentages listed in detail above shall consequently be considered altered.




	 	5.4.2.	 	The Sum of Sub-Tranche B1 shall be distributed among the Lending Entities in
accordance with the stakes set forth below:





	 	 	 	 	 	 	 	 	 
	Lending Entity	 	Amount of Sub-Tranche B1 (Euros)	 	Percentage
	La Caixa
	 	 	16,366,000	 	 	 	100.00	%
	TOTAL
	 	 	16,366,000	 	 	 	100.00	%







As a consequence of any assignments made by virtue of the provisions set forth in
Clause 24, any new Lending Entities acquiring a stake in Sub-Tranche B1 or
increasing its percentage in the same shall accept and assume the sum of the stake
in Sub-Tranche B1 acquired and the sums and amounts detailed in the foregoing shall
be understood as having been appropriately amended.



5.5. Acceptance by Lending Entities of their shares




Lending Entities accept and assume the amount of each of their respective shares in Tranche
B and in Sub-Tranche B1, as applicable, according to the conditions established in this
Agreement.



6. DRAWDOWN




6.1 Drawdowns




	 	6.1.1.	 	Tranche B Drawdown. Tranche B was drawn down with a single Drawdown for a sum of FORTY
SEVEN MILLION FIFTY THOUSAND EUROS (€ 47,050,000), carried out on October 27, 2008.
	 
	 	6.1.2.	 	Request. The Borrower may hold the funds related to Sub-Tranche B1 and must send the
Agent a timely Request for a Drawdown for this purpose by a letter or by fax, followed by
a letter containing the signature of the duly empowered person, which shall specify:






	 	(a)	 	The amount of the Drawdown
	 
	 	(b)	 	The date designated for delivery of funds related to the Drawdown.
	 
	 	(c)	 	The duration of the Drawdown’s Interest Period.






	 	6.1.3.	 	Date of the request. The Borrower should send the Drawdown Request to the Agent before
9.30 a.m. on the fifth Working Day immediately prior to delivering the funds
corresponding to such Drawdown. Notwithstanding the above, the Borrower carries out a
Drawdown Request on the Novation Signing Date under Sub-Tranche B1 for a sum of eight
million four hundred and sixteen thousand, two hundred and forty-eight Euros
(€ 8,416,248), selecting the Period of Interest for this Drawdown with a term lasting up
to




- 17 -









 












12 September 2009. The delivery of the funds of this Drawdown made under Sub-Tranche B1
shall be carried out via a bank transfer to the Payment Account on 21 May 2009 as long
as the requirements set forth in section 6.2.2 had been met prior to 3 pm of said date
and, in the event such requirements were met thereafter, the transfer shall be carried
out with value date on 22 May 2009 (whenever requirements had been met prior to 3 pm on
said date).




	 	6.1.4.	 	Drawdown Dates. The date appointed for the delivery by the Lending Entities of funds
of any of the Drawdowns under Sub-Tranche B1 must be any Working Day between the
Availability Period of Sub-Tranche B1, which must necessarily coincide with a date on
which any of the Matchmind/Galian Instalments is due. In any event, the Borrower shall
be obliged to draw down at least ten point seventy-two percent (10.72%) of the Sum of
Sub-Tranche B1 (therefore, a sum equal to one million seven hundred and fifty-four
thousand Euros (€ 1,754,000) prior to 12 September 2009 and, at the same time, it will be
obliged to draw down the full remaining Sum of Sub-Tranche B1 prior to termination of
the Availability Period of Sub-Tranche B1 so as to not leave any pending sums to draw
down under Sub-Tranche B1 on that date.
	 
	 	6.1.5.	 	Irrevocability. The Drawdown Request made by virtue of paragraph 6.1.1 above shall be
irrevocable once received by the Agent and the Borrower shall be obliged to provide the
amount requested according to the date, currency and amounts indicated.
	 
	 	6.1.6.	 	Notifying Lending Entities. The Agent shall provide the Lending Entities with the
Drawdown Request no later than 2 p.m. on the third Working Day following the receipt of
such request.





     6.2 Delivery of Funds




	 	6.2.1.	 	Delivery. The Lending Entities should deposit the amount corresponding to their share
of the Drawdown in Sub-Tranche B1 through an OMF or TARGET transfer in favour of the
Agent in the latter’s treasury account in the Bank of Spain (or, alternatively, in any
other account agreed upon with the Agent) before 10 a.m. (except in the case of the
first Drawdown carried out under Sub-Tranche B1 according to the provision of section
6.1.3 which may be deposited no later than 2.30 pm) via a bank transfer to the Payment
Account.






The Agent shall deliver the amount received from the Lending Entities on the same day
to the Borrower by means of bank transfer it in the Payments Account, so that this
amount is available to the Borrower on the value-date indicated in the corresponding
Drawdown Request. Performance of the bank transfer shall have the same legal effects as
delivery.




	 	6.2.2.	 	Requirements. Notwithstanding the above, the Lending Entities shall not be obliged to
meet any Drawdown Request if (i) it has not been completed pursuant to the procedure
established in Stipulation 6.1; (iii) no Termination Events have occurred that have not
been remedied or consented to by the Lending Entities or which have occurred as a
result of delivering the funds; or (iv) the Borrower’s declarations contained in
Stipulation 21 that, according to the terms of subsection 21.2, had to be valid on the
date of delivery of the funds, were not accurate with regard to all their material
aspects or ceased to be exact as a result of this delivery; (iv) failure to pay
commissions included in the Commission Letter signed on the Novation Signing Date // in
accordance with the provisions set forth in Clause 17.4 below, and costs and expenses
incurred from preparing and negotiating the Novation Agreement, excluding expenses
incurred from legal assessors of Lending Entities, at the same time as the first
Drawdown of the Loan was delivered (or related to it) under Sub-Tranche B1; (v) a
Substantial DTN Adverse Effect has occurred; or (vi) failure to receive documents and
comply with conditions indicated below in the satisfactory form and content required by
the Agent.






	 	(a)	 	Corporate documentation of the Borrower and the Guarantors:






	 	(i)	 	copies of proxies of people who sign the Novation
Agreement and the Guarantor’s Deeds of Accession mentioned in the previous
Sub-Tranche and duly made public (and, where appropriate, registered at the
corresponding Commercial Registry Office) with regard to Spanish companies,
or granted before a foreign notary and legalised with regard to non-Spanish
companies




- 18 -









 














(except in the case of Telvent Export whose powers must be supplied within
a term of three working days following the Novation Signing Date);




	 	(ii)	 	copies of updated statutes of both the Borrower and
Spanish Guarantors certified by their corresponding directors or secretaries
or, where appropriate, a copy of the Articles of Incorporation deed and all
those that contain any subsequent changes to such statutes (certified by
their corresponding directors or secretaries); and, with regard to foreign
Guarantors, equivalent documentation pursuant to the Spanish law, which is
applicable to them (except in the case of documents of Telvent Farradyne,
Telvent USA, Telvent Traffic and Telvent Canada, which must be delivered
within the term set forth in section 22.2.29 below);
	 
	 	(iii)	 	with regard to Spanish Guarantors with Limited
Companies, whose director or direct partner is the Borrower, a copy of the
agreements of the General Partners’ Meeting approving the granting of the
Novation Agreement or, where appropriate, copies of certificates issued by
their corresponding directors or secretaries which confirm that the Borrower
is neither director nor direct partner of such Guarantors.






	 	(b)	 	Legal opinions:






	 	(i)	 	legal opinion of the Lending Entities’ legal assessor
regarding the validity and enforceability of the Novation Agreement;
	 
	 	(ii)	 	legal opinion of legal assessors of the Lending Entities
regarding non-Spanish Guarantors (except in the case of those concerning
Telvent Farradyne, Telvent USA, Telvent Traffic and Telvent Canada, which
must be delivered within the term set forth in section 22.2.29 below), quite
similar to the model supplied for this purpose prior to the Novation Signing
Date which, however, should include (i) declaration of the choice of the
Spanish legislation which rules the Novation Agreement and Finance Documents
forming a part of it, and their application in the country of their
jurisdiction; and (ii) declaration that any resolution or sentence issued in
Spain regarding the Finance Documents shall be recognised and applied in the
country of their jurisdiction;
	 
	 	(iii)	 	Copy of the summary of the Financial Model.
	 
	 	(iv)	 	Graph containing the updated structure of the Group
indicating each company’s contribution to EBITDA and Total Assets, a copy of
which is included in this Agreement as Annex 7.
	 
	 	(v)	 	Signed copy of the deeds recording the Matchmind/Galian
Sales Agreements, to the satisfaction of the Agent and a certificate proving
that any conditions to which effectiveness may be subject have been met,
with the exception of the payment of the price.





7. MATURITY AND AMORTIZATION





	 	7.1	 	The Borrower should amortise the principal capital available related to Tranche
B, through successive shares pursuant to the dates and amounts described below:





	 	 	 	 	 	 	 	 	 
	     Amortization Date	 	Main subject of amortization (Euros)	 	Percentage
	12th September 2009

	 	 	5,050,000	 	 	 	10.72	%
	12th September 2010

	 	 	10,500,000	 	 	 	22.32	%
	12th September 2011

	 	 	10,500,000	 	 	 	22.32	%
	12th September 2012

	 	 	10,500,000	 	 	 	22.32	%
	12th September 2013

	 	 	10,500,000	 	 	 	22.32	%






- 19 -









 







Nevertheless, assuming that Tranche B had been amortised in advance, the amounts to be
amortised on the dates indicated shall be adjusted as established for each case in this
Agreement.




The amortised amounts of the principal amount of Tranche B may not be used again by the
Borrower.




	 	7.2	 	The Borrower must amortise the principal drawn down from Sub-Tranche B1 with successive
payments on the dates and with percentages over the total Sum of Sub-Tranche B1 described
below:





	 	 	 	 	 	 	 	 	 
	    Amortization Date	 	Principal subject to amortization (Euros)	 	Percentage
	12 September 2009

	 	 	1,754,000	 	 	 	10.72	%
	12 September 2010

	 	 	3,653,000	 	 	 	22.32	%
	12 September 2011

	 	 	3,653,000	 	 	 	22.32	%
	12 September 2012

	 	 	3,653,000	 	 	 	22.32	%
	12 September 2013

	 	 	3,653,000	 	 	 	22.32	%







Sums amortised of the principal of Sub-Tranche B1 may not be drawn down again by the
Borrower.



PART FOUR -  TERMS AND CONDITIONS COMMON TO ALL TRANCHES




8. JOINT REGIME




     8.1. Association




The contract position of each Lender in the Loan shall be joint and several although their
rights and obligations shall be entirely independent unless expressly stated otherwise in
this Agreement.



     8.2. Effects of any Lender’s non-compliance




None of the Lending Entities shall respond for another Lender’s failure to comply with the
obligations foreseen by virtue of this Agreement.




Assuming that a Lender, despite its commitments towards this Agreement, has not provided the
Agent with the committed funds, this shall not affect the rest of the Lending Entities, which
shall only be obliged to provide the Agent with the funds they individually undertook to
provide and shall therefore not be obliged to assume the part corresponding to the
non-complying Lender, all of which does not prejudice the shares that, before the latter, may
be incumbent upon the Borrower.



     8.3. Extrajudicial and judicial actions of Lending Entities




Any Lender may act extra judicially to preserve and defend its own rights and interests and
those of other Lending Entities. However, the content of the second paragraph of Stipulations
25.2 shall be applicable for a Lender to be able to individually and judicially exercise its
own rights.



     8.4. Adoption and binding nature of agreements




Unless expressly foreseen otherwise (and, especially, with the exception of the individual
rights established in Stipulations 8.3 and 25.2), the decisions and agreements made by
Lending Entities related to this Agreement and related authorisations that the latter may
grant the Borrower, where appropriate, should be given by the Majority of the Lending
Entities, thus binding the minority.




Nevertheless, the parties recognise and accept that a unanimous decision of all Lending
Entities is required for deciding upon the following circumstances:



- 20 -









 






	 	8.4.1.	 	Any change or authorization that implies altering the proportional representation of
the Lending Entities.
	 
	 	8.4.2.	 	Any amendment or authorisation involving new or additional obligations for any
Lending Entity, except in the case the consent of the affected Lending Entity(s) is
granted.
	 
	 	8.4.3.	 	Amendments of the Total Sum of the Financing, on the Final Expiry Date of Tranche A
and Sub-Tranche A1, on the Final Expiry Date of Tranche B and Sub-Tranche B1 and in
relation to Tranche B and Sub-Tranche B1, amendments to the amortization calendars set
forth in Clause 7).
	 
	 	8.4.4	 	Any changes to the type of reference interest and/or the type of substitution interest
(according to the provisions of Stipulation 12 to follow), arrears interest (as specified in
Stipulation 13 further on), and to the system used for calculating and/or liquidating it as
well as any other change to the calculation and commission charging procedure.
	 
	 	8.4.5	 	Reduction of Margins.
	 
	 	8.4.6	 	Change of dates for payment of interest or commissions established in this Agreement.
	 
	 	8.4.7	 	Any change to any of the guarantees provided at any time in favour of Lending Entities
by virtue of this Agreement or in conformity with its provisions, as well as their lifting
(unless it complies with the terms of this Agreement).
	 
	 	8.4.8	 	Any change to the provisions of this Stipulation and the majority regime established
in this Agreement with regard to decision-making by Lending Entities.
	 
	 	8.4.9	 	Transfer of contract positions of the Borrower and/or Guarantors.





9. INTEREST




     9.1. Accrual




The main non-reimbursed provision of each one of the Tranches shall accrue interest in
favour of the Lending Entities at a variable interest rate calculated in accordance with
Stipulation 12.



     9.2. Daily, annual accrual during each Interest Period




Interest will be accrued on a daily basis and calculated (based on a year containing three
hundred and sixty (360) days) according to the calendar days elapsed during each Interest
Period, including the first and excluding the last day.



10. TYPE OF INTEREST




     10.1. Interest Periods




For the purposes of calculating interests, the period of time between the date of the
Drawdowns under Tranche A and Sub-Tranche A1 and the Final Expiry Date of Tranche A and
Sub-Tranche A1, between the dates of the Drawdowns under Tranche B and Sub-Tranche B1 shall
be regarded as being divided into successive Interest Periods and the first of such periods
shall fall on the first day of the Interest Periods next to last day of the immediately
preceding Interest Period.




	 	10.1.1.	 	Duration of Interest Periods. Unless this Agreement provided otherwise, the Interest
Periods shall be three (3) or six (6) months, at the Borrower’s discretion, and the
Agent shall be informed of this in writing when making any Drawdown Request or, for
successive Interest Periods, before 9.30 a.m. of the third Working Day prior to the
start of the Interest Period in question, or, where appropriate, these Interest Periods
may have a different duration previously agreed upon with the Lending Entities. In the
absence of any notification, the duration chosen by the Borrower shall be considered to
be six (6) months.






Notwithstanding the above, (i) no date of termination of an Interest Period under
Tranche A and under Sub-Tranche A1 may be subsequent to the Final Expiry Date of
Tranche A and Sub-Tranche A1, respectively, and (ii) the dates of termination of the
Interest Periods under Tranche B and Sub-Tranche B1 shall necessarily fall on the
amortization dates set forth in Clause 12, as applicable, and, in any event, the last
Interest Period of Tranche



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A, the last Interest Period of Sub-Tranche A1, the last Interest Period of Tranche B
and the last Interest Period of Sub-Tranche B1 must necessarily fall on the Final
Expiry Date of Tranche A, the Final Expiry Date of Sub-Tranche A1, the Final Expiry
Date of Tranche B and the Final Expiry Date of Sub-Tranche B1, respectively, even when
this means that the duration of this Interest Period must be established in months
and/or weeks and/or days. The option power of the Borrower concerning the duration of
Interest Periods shall be limited in this respect.




As far as the first Interest Period of a Drawdown under Sub-Tranche B1 is concerned,
when another Drawdown is already in force under this Tranche, it shall have the
necessary duration for its termination to coincide with that of the Interest Period
underway of the pre-existing Drawdown under said Sub-Tranche B1, even when this means
that the duration of said Interest Period must be established in months and/or weeks
and/or days.




	 	10.1.2.	 	Termination of an Interest Period on a non-weekday. To calculate the Interest
Period, if its last day is not a Working Day, interest shall mature on the first
subsequent Working Day, unless this corresponds to the following calendar month, in
which case the Interest Period shall be considered matured on the Working Day
immediately preceding this.
	 
	 	10.1.3.	 	Notifying Lending Entities of the Interest Period. The Agent shall inform the Lending
Entities of the Borrower’s express or presumed choice of the duration of each Interest
Period no later than 2 p.m. on the Working Day it receives or should have received this
notification.





     10.2. Type of Interest




The type of nominal annual interest applicable to each Interest Period shall be determined
pursuant to the provisions of Stipulation 12.



11. PAYMENT OF INTEREST





On the final day of the Interest Period, interest accrued during such period shall be paid by
the Borrower into the Payment Account.



12. CALCULATION OF THE TYPE OF INTEREST




     12.1. Calculation




The type of nominal annual interest applicable to Interest Periods into which each Drawdown
related to this Agreement is divided shall be determined by the Agent through adding the
Margin established in Stipulation 12.3 to the relevant type of reference interest (or, where
appropriate, the relevant substituting type) applicable to each Drawdown, pursuant to
Stipulation 12.2.



     12.2. Type of reference interest and substitution type




	 	12.2.1.	 	Type of reference interest. The type of reference interest shall be EURIBOR. EURIBOR
is understood as the type of monetary market reference of the Euro zone which, pursuant
to the relevant norms established by the European Banking Federation, is published on
REUTERS’ EURIBOR1 screen, or its substitute at the time, at approximately 11 a.m. (CET)
of the second Working Day immediately prior to the start of the Interest Period in
question, for deposits in Euros for the same period of time as that of the Interest
Period. If such type does not appear on this screen for the period of time indicated,
the type of reference interest shall be calculated by means of the linear interpolation
of the two types corresponding to the closest periods by excess or default (or,
otherwise, through applying the type that corresponds to the closest period).
Justified expenses and corresponding taxes shall be added to such type of reference
interest, which is normally done when it is established on the interbank market.
	 
	 	12.2.2.	 	Substitution type. Assuming that it was impossible to determine the type of
reference interest according to subsection 12.2.1, a type of substitution interest
determined as follows shall be applied during this Interest Period:






	 	(i)	 	Amount of substitution type: the substitution type shall be the
result of the arithmetic average of the types of interbank interest offered by
Reference Entities





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to leading banks on the European interbank market, on the second Working Day
prior to the start of the Interest Period, for deposits in Euros for a period
equal to the Interest Period in question (or, otherwise, for the closest period,
by applying the lower type in case of equal periods of time). Justified expenses
and corresponding taxes shall be added to such type of reference interest, which
is normally done when it is established on the interbank market.




	 	(ii)	 	Reference Entities: Lending Entities may not in any way be considered
Reference Entities.
	 
	 	(iii)	 	Mechanism used for establishing the substitution type: During the
morning of the second Working Day prior to the starting date of the corresponding
Interest Period, the Agent shall request Reference Entities to provide the types
of interbank interest applicable with which the Agent must calculate, on that same
day, the arithmetic average indicated in subsection (i) above. Assuming that any
Reference Entity does not indicate or cannot indicate such interest rate, the
arithmetic average of Reference Entities on the market shall be used, whenever at
least two entities are present.
	 
	 	(iv)	 	Substitution of Reference Entities: Any Reference Entity shall cease
to exist when it ceases to provide the necessary information with regard to one or
more Interest Periods or if it is merged or taken over by one of the Lending
Entities or even becomes a Lender through purchasing a share in the loan related
to this Agreement. Such Reference Entities shall be substituted through a new
appointment made by the Agent.






	 	12.2.3.	 	Return to the ordinary type of interest. Substitution types shall no longer be used
when the circumstances requiring their application disappear to give rise to normal
circumstances as from the following Interest Period when the procedure for determining
the type of reference interest shall be re-established.





     12.3. Margin




	 	12.3.1.	 	Initially, the Margin applicable to all Drawdowns shall reach
TWO AND ONE HALF
PERCENT (2.50%) on an annual basis. However, this Margin may be amended, when
applicable, after 31 December 2009 and solely in relation to the Drawdown made under
Tranche B and the Drawdowns made under Sub-Tranche B1, depending on the Debt Ratio
according to the procedure described herein.






For purposes of the provisions of this Stipulation, the Borrower, along with the annual
Consolidated Financial Statements supplied by the Agent in conformity with the
provisions of subsection 22.1.2, shall accompany the Ratio Compliance Certificate
containing the Debt Ratio value resulting from the Consolidated Financial Statements of
each financial year.




	 	12.3.2.	 	For the purposes established in this Stipulation, the value of the new Margin
applicable according to the Debt Ratio shall be determined based on the Consolidated
Financial Statements closed on the 31st December 2008.
	 
	 	12.3.3.	 	If the result of the Debt Ratio is included amongst the values indicated below, the
percentage applicable as a Margin of the Drawdown made under Tranche B and the
Drawdowns made under Sub-Tranche B1, as from the First Interest Period that starts on
or after the 31st December 2009 and until the afore-mentioned ratio is
recalculated, shall be that indicated in the following table:





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Over 1.00x and	 	 
	 	 	 	 	 	 	Over 2.5x and equal	 	Over 1.5x and equal	 	equal to or lower	 	Equal to or lower
	Debt Ratio	 	Over 2.5x	 	or under 2.5x	 	or under 2.0x	 	than 1.5x	 	than 1.00x
	Margin
	 	 	2.25	%	 	 	2.00	%	 	 	1.75	%	 	 	1.50	%	 	 	1.75	%







	 	12.3.4.	 	For the purposes foreseen in subsection 12.3.3 above, the new percentage applicable
as a Margin of the Drawdown made under Tranche B and under the Drawdowns made under
Sub-Tranches B1 shall begin to be applied to the Interest





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Periods commencing at the time, although always after the 30th June 2009,
on or after the date on which the Agent receives the Consolidated Financial Statements
and the corresponding Ratio Compliance Certificate from the Borrower.




	 	12.3.5.	 	If the Debt Ratio was unable to be verified due to non-compliance by the Borrower
with its obligations to deliver the Financial Statements and the corresponding Ratio
Compliance Certificate, or if, at this time, any Termination Events were still awaiting
resolution or consent by Lending Entities, the applicable Margin shall be the highest
on the scale established in subsection 12.3.3 above, until the Debt Ratio has been
verified. As such, the corresponding Margin according to the previous scale for
Interest Periods that commence after verifying the calculation shall be applied once
again.





     12.4. Procedure used to establish the type of interest




	 	12.4.1.	 	Determination by the Agent and notification. The Agent shall calculate the type of
interest applicable to each Interest Period and shall inform the Borrower and the
Lending Entities of this during the second Working Day prior to that on which the
Interest Period in question starts (or, assuming that the substitution reference type
is applied, as soon as possible during such Working Day).
	 
	 	12.4.2.	 	Binding nature of the determination, errors excepted. The type of interest
determined by the Agent shall be binding for the Borrower, errors excepted, in which
case, the relevant amendment shall be made.





     12.5. Market breakout




	 	12.5.1.	 	Market breakout: notification. If, due to exceptional circumstances, any Lender
could not make the debit transactions necessary on the interbank monetary market for
financing the funds loaned according to the corresponding deadline, currency and amount
agreed upon, it shall immediately inform the Agent of this. The latter shall then
determine whether the situation created affects the Lending Entities that represent at
least 35% of the Loan related to this Agreement and, if so, shall immediately inform
the Borrower of this.
	 
	 	12.5.2.	 	Adaptation of Interest Periods and Interest rate. The duration of the applicable
Interest Period shall then be justifiably determined by the Agent in view of the
deadlines established on the market for debit transactions necessary for continuing to
finance each Tranches, where appropriate. If these deadlines are one (1) day or
similar, the interest rate applicable shall be EONIA.






For the purposes established in this subsection, EONIA means the Euro Monetary Market
reference type resulting from applying the appropriate valid agreement, under the
sponsorship of the European Banking Federation and the Financial Markets Association
(currently the agreement indicates the reference type on the Telerate screen between
6.45 p.m. and 7 p.m. (Central European Time) for loans with delivery of funds on the
Working Day on which the corresponding Interest Period starts), for one-day deposits in
Euros, plus justified expenses normally applicable to the time determined on the
interbank market, as well as corresponding taxes.




	 	12.5.3.	 	Loan Renegotiation. If the exceptional prevailing circumstances foreseen in
subsection 12.5.1 above prevent the Lending Entities from making the debit transactions
indicated, the Agent shall determine loan renegotiation and the Borrower and Lending
Entities shall negotiate the measures to adopt to adapt the loan related to this
Agreement to the new circumstances, in good faith. Assuming that the parties do not
reach an agreement in a maximum of thirty (30) calendar days as from the Agent’s
decision and notwithstanding the fact that such period shall not suspend any of the
Borrower’s obligations on account of this, this Agreement shall be terminated early at
the end of the period indicated. Any amortization resulting from the application of
this subsection shall be exempt from any commission or penalties.






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13. ARREARS INTEREST





	 	13.1.	 	Accrual of arrears interest on the unpaid principal amount






The matured and unpaid principal amount of each one of the Tranches shall accrue arrears
interest as from its maturity date without the need for a daily reminder, which shall be the
interest rate applicable by virtue of Stipulation 12.1, plus TWO PERCENT (2%) in the
understanding that the reference interest rate shall not be EURIBOR but EONIA (pursuant to
the specifications of paragraph two of subsection 12.5.1).




	 	13.2.	 	Accrual of arrears interest on other unpaid amounts






Net interests not paid by the Borrower shall be capitalised on a monthly bases and, as a
result, arrears interest established in Stipulation 13.1 shall be accrued.




	 	13.3.	 	Liquidation and payment of arrears interest






The arrears interest indicated in Stipulations 13.1 and 13.2 shall be liquidated and paid by
the Borrower on a monthly bases as from the starting date of the arrears.




	 	13.4.	 	Post-judgement interest






The arrears interest indicated in stipulations 13.1 and 13.3 shall also be post-judgement
interest for the purposes of the provisions of article 576.1 of the Civil Prosecution Law (or
in any other similar legal provisions that may substitute it in the future).




14. EARLY VOLUNTARY AMORTIZATION






Notwithstanding the provisions of Stipulations 4 and 7, the early voluntary amortization of
the Tranches shall be ruled by the following:




	 	14.1.1.	 	Minimum amount and multiples of early amortizations and proportionality. Except for
amortization of the whole of any of the Tranches, early voluntary amortization may only
take place for a minimum of FIVE MILLION EUROS (€ 5,000,000) or, if in excess of this
sum, in multiples of ONE MILLION EUROS (€ 1,000,000). Furthermore, in the case of
voluntary early maturity of Tranche A and Sub-Tranche A1, the relevant sums shall be
applied on a pro-rated basis to the early amortization of the Amount of Tranche A and
the Amount of Sub-Tranche B1, the relevant amounts shall be applied on a pro-rated
basis to the early amortization of the Amount of Tranche B and the Amount of
Sub-Tranche B1.
	 
	 	14.1.2.	 	Prior notification of each early amortization. The Borrower should have notified the
Agent of its intention in writing at least ten (10) Working Days prior (the shortest
period accepted by the Majority of Lending Entities) to the date on which this is to
occur and indicate the amount and the date of the early amortization that, should,
however, coincide with the final date of the Interest Period.
	 
	 	14.1.3.	 	Communication of the notification by the Lending Entities’ Agent. The Agent shall
inform the Lending Entities of the notification of early amortization no later than the
Working Day following its receipt.
	 
	 	14.1.4.	 	Absence of commissions for early voluntary amortization. Early voluntary
amortization shall not accrue commissions for the Lending Entities, notwithstanding the
accrual of Breakthrough Costs, where appropriate.
	 
	 	14.1.5.	 	Amortization on a non-working day. If any of the amortization dates is not a Working
Day for any reason, either due to it being ordinary or early voluntary amortization, it
shall be understood that this amortization must take place on the following Working
Day, unless this corresponds to the following calendar month, in which case payment
must be made on the previous Working Day.
	 
	 	14.1.6.	 	Irrevocability of the early amortization notification. Once the notification of
early amortization has been received by the Agent, unless indicated otherwise in the
Agreement, it shall be considered irrevocable.
	 
	 	14.1.7.	 	Definitive nature. The amounts amortised early may not be disposed of again by the
Borrower.




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15. COMPULSORY EARLY AMORTIZATION





	 	15.1.	 	Despite the provisions of Stipulations 4 and 7, the Borrower should amortise then
Total Amount of the Loan early without this accruing any commission for Lending Entities or
any penalties for the Borrower, notwithstanding, where appropriate, the accrual of
Breakthrough Costs in the following circumstances and for the following amounts:






	 	15.1.1.	 	assuming that any company belonging to the Group receives one or more annual
accumulated indemnities for over two hundred thousand Euros
(€ 200,000) resulting from
any claim made under the cover of insurance policies taken out by such companies
(except for civil liability insurance policies against third parties), an amount
equivalent to the indemnity received shall be intended for the early amortization of
the Total Amount of the Loan, unless the amounts received are for repairing or
substituting assets in a maximum of one hundred and eighty (180) days as from the date
of receipt of the corresponding indemnity;
	 
	 	15.1.2.	 	in case of (i) sale, rental, transfer or provision of any assets or (ii) sale,
transfer or provision of stocks and shares of any of the Material Branches belonging to
the Borrower or any of the Guarantors (expressly excluding Abengoa for these purposes),
when the total amount obtained is not reinvested in the Borrower’s business as market
shares during the ninety (90) days after collecting such an amount, an amount
equivalent to the total price obtained shall be intended for the early amortization of
the Total Amount of the Loan. However, when the total amount obtained is reinvested in
the afore-mentioned period and exceeds twenty million Euros
(€ 20,000,000), only the
equivalent of fifty percent (50%) of such amount shall be intended for early
amortization of the Total Amount of the Loan.
	 
	 	15.1.3.	 	if the Borrower changes its control pursuant to the provisions of Stipulation 16.5;
	 
	 	15.1.4.	 	in case of unforeseen breach of contract pursuant to the provisions of Stipulation
16.2;
	 
	 	15.1.5.	 	in case of Transactions on the Capital Market (unless those concerning an Increase
in Capital), an amount equivalent to the total amount obtained in such transaction
shall be intended for early amortization of the Total Amount of the Loan; and
	 
	 	15.1.6.	 	In the case that, in accordance with the terms of the DTN Sales Agreement and/or the
Matchmind/Galian Sales Agreement, a reduction of the price for the acquisition of DTN
shares and/or the Matchmind/Galian Shares occurred, or Telvent Export and/or Telvent
Outsourcing received any amount from the relevant sellers as compensation, an amount
equalling the sum reduced or received shall be devoted to early amortization of the
Total Financing.






	 	15.2.	 	Order of application of the amounts dedicated to early amortization of the Total Sum
of the Financing. In any of the scenarios set forth in Clauses 15.1.1 to 15.1.5 above, the
relevant amounts shall be devoted, firstly, to early amortization of the Sum of Tranche A
and the Sum of Sub-Tranche A1, and the sum shall be prorated between them; solely when the
latter had been fully amortised, the remaining sums collected shall be devoted to early
amortization of the Sum of Tranche B and the Sum of Sub-Tranche B1 and prorated between
them. Furthermore, in the scenario described in Clause 15.1.6 above, the relevant sums
shall be devoted to early amortization of all Tranches, and prorated between them.
	 
	 	15.3.	 	Amortization date. The Borrower should proceed with the early amortization of the
amounts mentioned in subsection 15.1 above on the first date an Interest Period of the
corresponding Drawdown terminates, which takes place after the event that caused the early
amortization.
	 
	 	15.4.	 	Linear allocation when each principal amount of Tranche B and Sub-Tranche B1 mature.
Any compulsory early amortizations of the Amount of Tranche B and the amount of Sub-Tranche
B1 shall be proportionally and equally applied to all amortization quota scheduled pursuant
to the provisions of Stipulation 7 above.
	 
	 	15.5.	 	Prior notification of each early amortization. The Borrower should (i) notify the
Agent in writing, as soon as it has been informed of the occurrence of any circumstance
that may give rise to compulsory early amortization pursuant to the provisions of
subsection 15.1 and




- 26 -









 












	 	 	 	(ii) have notified the Agent in writing of the origin of this early amortization in at least
ten (10) Working Days before the date on which it occurs (unless this results in a shorter
period from applying the provisions of subsection 15.3), indicating the amount and date of
the early amortization.






	 	15.6	 	Communication of the notification by the Lending Entities’ Agent. The Agent shall
inform the Lending Entities of the notification of early amortization no later than the
Working Day following its receipt.
	 
	 	15.7.	 	Irrevocability of the early amortization notification. Once the notification of early
amortization has been received by the Agent, unless indicated otherwise in the Agreement,
it shall be considered irrevocable.
	 
	 	15.8.	 	Definitive nature. The amounts amortised early may not be disposed of again by the
Borrower.





16. CHANGE OF CIRCUMSTANCES





	 	16.1.	 	Cost increase






	 	16.1.1.	 	Repercussion. If, due to legal or regulatory provisions (or due to their
interpretation or application by competent authorities), obligations or restrictions
are imposed on the Lending Entities which, on account of their participation in this
transaction, implies for the latter an increase in the cost of funds taken on the
interbank monetary market to which these Entities turn for financing this Agreement or
an increase in the consumption of their own resources, or limitations are imposed on
the type of interest or commissions entailing a reduction of revenue to which these
Entities were entitled by virtue of this Agreement, the Borrower shall be obliged to
compensate the Lending Entities involved.
	 
	 	16.1.2.	 	Exceptions. The provisions of subsection 16.1.1 above shall not be applicable to
increases in costs which, where appropriate, are covered by the application of other
stipulations of this Agreement or which are due to conduct exclusively attributable to
the Lending Entities.
	 
	 	16.1.3.	 	Calculation of the repercussion. Compensation by the Borrower in accordance with the
previous subsections shall be established at the amount transferred by the Agent based
on the reasoned detailed justification submitted by the Lender or Entities involved.
	 
	 	16.1.4.	 	Cancellation due to an increase in costs. If, by virtue of the provisions of
subsection 16.1.1, the Borrower is obliged to compensate one or several Lending
Entities for an increase in costs, the Borrower may cancel the share in each Tranche of
any Lending Entities that were affected by the legal or regulatory provision causing
this increase in costs, as an exception to the rules of distribution proportional to
payments established in Stipulation 19.4.






	 	16.2.	 	Unforeseen breach of contract






If, at any time after the Original Signing Date, compliance with any of the obligations under
the Agreement implies the breach of any legal or regulatory provision or orderly compulsory
measure by any Lender, or binding criteria for its interpretation, which is issued by a
competent official authority or organism, the Lender involved may cancel all obligations
derived from this Agreement, by notifying the Borrower through the Agent. In these
circumstances, the Borrower shall be obliged to reimburse such Lender for its share in the
amount of any of the Tranches pending amortization and, at the same time, to pay the
corresponding interest calculated up to the date on which payment is actually made, as well
as expenses and other amounts that must be paid by virtue of this Agreement, on the date the
interest period underway terminates (or, where appropriate, in the period legally permitted,
if this is shorter).




	 	16.3.	 	Mitigation of consequences of the change in circumstances






	 	16.3.1.	 	Mitigation. Any Lender affected by any of the circumstances indicated in
stipulations 16.1 and 16.2 shall strive to make them commercially reasonable to
mitigate their consequences.






- 27 -












 






The previous subsection shall in no way limit or affect the Borrower’s obligations
under this Agreement.




	 	 	 16.3.2.	 	Limitation of liability. The Borrower shall immediately indemnify the Lending
Entities for costs and expenses reasonably incurred by them, at the former’s consent,
as a result of actions carried out in compliance with subsection 16.3.1 above.






No Lender shall be obliged to perform the actions foreseen in subsection 16.3.1 if, in
its reasonable opinion, this could prejudice it or if it is not totally convinced that
any expenses incurred shall be totally reimbursed.




	 	16.4.	 	Favorable change of circumstances






Assuming that the circumstances described in Stipulation 16.1 directly and inversely
increase revenue for Lending Entities, the real advantage verified and experienced by each
Lender shall be reversed.




	 	16.5.	 	Change of control






In addition to ordinary amortizations and obligatory cancellation established beforehand in
this Agreement, the Majority of the Lending Entities may request the early cancellation of
the total amounts available and pending amortization related to each Tranche, as well as
payment of interests, commissions and other expenses as these are accrued, in a maximum of
fifteen (15) days as from the receipt of the related request, in the assumption that a
person or entity other than Abengoa, S.A., individually or acting concertedly with others,
obtains control of the Borrower after the Original Signing Date.




The Borrower should notify the Agent of the occurrence of this takeover of control as soon
as it is informed.




For these purposes, “control” is understood as:




	 	(a)	 	capacity or power (be it through ownership of shares, special power, agreement,
agency or another form) to:






	 	(i)
vote for or control the votes of over 50% of voting rights exercised at the
Borrower’s general meeting;
	 
	 	(ii)
 appoint or dismiss all or over 50% of the members of the Borrower’s board of
directors; or
	 
	 	(iii)
establish guidelines with regard to the Borrower’s operating and financial
policies, which must be accepted by directors or similar personnel; or








	 	(b)	 	ownership of over 50% of part of the Borrower’s issued equity capital, which
corresponds to ordinary or another type of shares that, in each case, are entitled to
vote.







Likewise, for these purposes, “acting concertedly” means a group of people who, in
compliance with a formal or informal contract or agreement, actively cooperate through
directly or indirectly purchasing shares in the Borrower’s equity capital with a view to
obtaining or consolidating control of the latter.




	17.	 	COMMISSIONS AND EXPENSES






	 	17.1.	 	Agency commission






The Borrower shall pay the Agent an annual agency commission whose conditions are
established in a separate letter.




	 	17.2.	 	Availability commission






The Borrower shall pay the Lending Entities under Sub-Tranche B1 an availability fee
equivalent to FIFTY PERCENT (50%) of the Margin applicable at each time and on an annual
basis over the Total Sum of the part of Sub-Tranche B1 not drawn down, which shall be accrued
daily from the Novation Signing Date (included) up until the date when the Availability
Period of



- 28 -









 






Sub-Tranche B1 terminates and it shall be settled and payable by the Borrower at the end of
each calendar quarter.






	 	17.3.	 	DTN Structuring commission







The Borrower has paid Caja Madrid and ING a structuring commission in relation to the Initial
Financing, the conditions of which were established in a separate letter.




	 	17.4.	 	Matchmind/Galian structuring commission






The Borrower shall pay the Directing Organisations a structuring commission in relation to
the modification of the terms of this Agreement carried out by virtue of the provisions of
the Novation Agreement, the conditions of which are set out in a separate letter.




	 	17.5.	 	Expenses and taxes






The Borrower shall be responsible for paying expenses and taxes accrued from signing and
executing this Agreement and especially, judicial or extrajudicial expenses and attorneys’
and proxies’ fees (even when their involvement was not mandatory) or any others that may
arise from the preparation, interpretation, alteration or execution of this Agreement and
other Loan Documents, or guarantees or procedures necessary for their fulfilment
(specifically including notary’s fees for making this Agreement and/or other Loan Documents
public and issuing the first authorised copies to each Lender).




The Borrower shall be responsible for expenses derived from advertisements and publicity on
the loan related to this Agreement and any other costs or expenses incurred by the Agent or
Lending Entities by virtue of or due to this Agreement or the loan related to it.




	18.	 	TAXES






	 	18.1.	 	Net payment of taxes






All principal amounts, interest, commissions, costs, expenses or any other amounts that must
be paid by the Borrower under this agreement shall be net of any type of tax deduction or
retention. The Borrower shall therefore pay the Lending Entities the additional amounts
necessary for them to receive the whole amounts they would have received if these taxes,
duties, rates or controls did not exist.




The above shall only be applicable for Lending Entities not residing in Spain whenever,
before a date established for paying interest, they have supplied the Borrower through an
Agent with a residence certificate valid on such date issued by the appropriate tax
department which confirms their residence for tax purposes in a European jurisdiction and
whenever they do not act through a country or territory legally classed as a tax haven,
pursuant to the provisions of Royal Decree 1080/1991 of the 5th July.




Likewise, if any Lender demands any payment into an account of taxes on any sum received or
receivable by the former pursuant to this Agreement, which shall include a detailed
liquidation of the amount claimed, the Borrower, at the request of the Lender in question
(through the Agent), shall immediately indemnify the latter for such payment and for all
kinds of interest, sanctions or expenses that may arise or must be paid with regard to this
and that are not attributable to such Lender. The content of this paragraph shall not be
applicable in case of any tax that encumbers the net benefits of a Lender and that is
applicable in the jurisdiction where the latter resides or from where it is loaning funds by
virtue of this Agreement. All of the above notwithstanding the fact that the provisions of
the first paragraph of this Stipulation (18.1) apply to eventual deductions or retentions
applicable by virtue of the norms that rule such tax.




	 	18.2.	 	Tax payment letters






If, at any time, the Borrower is ordered to make any deduction or retention with regard to
any amount owed by it pursuant to this Agreement (or, if their type of form according to
which such deductions or retentions must be calculated vary at a later date), the Borrower
shall immediately notify the Agent of this.




If the Borrower makes any type of payment pursuant to this Agreement with regard to which it
is requested to make a reduction or retention, it shall pay the tax authority or any other
competent



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entity, the total amount it is requested to deduct or retain within the period permitted for
such payment according to the applicable law, and shall provide the Agent for the Lender with
the original payment letter (or a certified copy of it) in a maximum of thirty (30) days
following that on which payment has been made to the competent authority. The letter shall be
issued by such authority, which confirms payment made to it of all amounts that must be
deducted or retained with regard to the part of such payment that corresponds to the
afore-mentioned Lender.




	 	18.3.	 	Recovery and reversion of tax retentions






Assuming that after an additional payment has been made by the Borrower by virtue of
Stipulation 18.1, a Lender considers that it has recovered the amount retained, deducted or
paid into an account, which had caused such additional payment, such an amount shall be
collected by such Lender from the Borrower as soon as possible after its actual recovery.
Nevertheless, nothing in this Stipulation (18.3) shall oblige Lending Entities to alter the
tax management followed to date.




	 	18.4.	 	Early cancellation due to an increase in costs.






If, in an unforeseeable and original manner and by virtue of the provisions of Stipulation
18.1, the Borrower is obliged to make additional payments on account of the application of
deductions or retentions with regard to one or several Lending Entities, the former may
cancel and amortise its share in any Tranche of any Lending Entities whose payments are
affected by such deductions or retentions, as an exception to the rules of proportional
distribution of payments established in Stipulation 19.4.




	19.	 	PAYMENTS AND INDEMNITIES






	 	19.1.	 	Forms of payment






The Borrower should make the payments due by virtue of this Agreement pursuant to the
following terms and conditions:




19.1.1. Time, hour and value date: Payments should be made on the due date, without the need
for a daily reminder, before 10 a.m. with the same-day value.




19.1.2. Foreign currency: Payments should be made in Euros, except for those concerning
costs, expenses or taxes, which should be made in the currency in which they incurred
or were generated.




19.1.3. Payment Accounts: Payments due by the Borrower by virtue of this Agreement should be
made into the Payment Account and the Agent shall be expressly and irrevocably
authorised to deposit into such accounts any amounts owed by the Borrower by virtue of
this Agreement.




	 	19.2.	 	Reliability and irrevocability of payments






Payments shall be considered made and legal when a firm and irrevocable deposit has been
made into the Agent’s accounts, in accordance with valid banking customs and norms. The
Agent shall distribute proportional payments amongst the Lending Entities using the same
value-date and currency as that corresponding to payments received by the Borrower.




	 	19.3.	 	Allocation






The payment allocation regime shall be the following:




19.3.1. Amount allocation: Payments made by the Borrower, either under any Tranche, shall be
allocated to matured debts in the following order:




	 	(i)	 	arrears and ordinary interest;
	 
	 	(ii)	 	fees and commissions;
	 
	 	(iii)	 	expenses and taxes;
	 
	 	(iv)	 	indemnities and additional compensations foreseen in Stipulation 16;
	 
	 	(v)	 	judicial costs; and




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	 	(vi)	 	principal amount.







	 	19.3.2.	 	 Date allocation: Within each concept and notwithstanding the provisions for
obligatory cancellation, the oldest debt shall be paid before the most recent one.
However, if for any reason, the most recent debt is paid, this shall not imply that
Lending Entities renounce collection of the oldest debt.







	 	19.4.	 	Proportional distribution of payments to Lending Entities






	 	19.4.1.	 	Payment proportionality according to the share of each Lender. All payments received
by Lending Entities by virtue of this Agreement, either via the Agent or any other,
where appropriate, must be proportional to their respective share in each Tranche. Any
Lender that receives payment on account of this Agreement that does not respect this
proportionality shall place the amounts received at the disposal of the Agent for the
purpose of their timely redistribution amongst all Lending Entities.
	 
	 	 	 	However, the following circumstances shall be excluded from the provisions of this
subsection (19.4.1):






	 	(i)	 	payments received by a Lender for an individual claim
(extrajudicial or judicial, whose requirements are established in subsection
25.2) foreseen in this Agreement;
	 
	 	(ii)	 	if any Lender has received more than the rest of the Lending
Entities through the application of article 91.6 of Bankruptcy Law 22/2003, of
the 9th July, (henceforth “Bankruptcy Law”), whenever this entity has
offered the rest of the Lending Entities the possibility of filing a joint
bankruptcy application through the Agent and such joint request was not agreed
upon in a maximum of thirty (30) Working Days, before the bankruptcy of the
Borrower and/or Guarantors is filed and in compliance with the requirements
established in this Agreement
	 
	 	(iii)	 	when, within the framework of the Borrower’s bankruptcy and
pursuant to the provisions of the Bankruptcy Law, one or several Lending
Entities have received less than their due proportion as they are related to the
debtor.






	 	19.4.2.	 	Agent Reimbursement. If the Agent legally makes a payment related to funds received
as an Agent and due to these funds not being firmly and irrevocably deposited in its
accounts, it has to return them or lose its right to them in any other way, all those
receiving these payments shall then be obliged to immediately return them to the Agent,
indicating the day of receipt as their value-date.






It is hereby clarified that the Agent shall not be obliged to pay any amount to one
party on behalf of the other by virtue of this Agreement, until it has been able to
prove, to its satisfaction, that it has previously received the afore-mentioned
amount.




	 	19.5.	 	Balance compensation






All credits subject to compensation, which the Borrower or Guarantors hold or possess by
virtue of accounts, deposits or any other bond, on behalf of or in Lending Entities, shall
be applied to payment of their respective Loan liabilities (without prejudice to the
applicable mandatory regulations and, especially, the provisions of the Bankruptcy Law with
regard to the Borrower’s bankruptcy).




	 	19.5.1.	 	Net asset investment and foreign currency conversion. The authority foreseen in this
Stipulation (19.5) shall be directly applicable to net or easily payable credits,
although these are not designated in the foreign currency of the obligation owed, in
which case Lending Entities may make the conversion corresponding to the types of
market in force at the time.
	 
	 	19.5.2.	 	Disposal of quoted securities. Concerning quoted securities, Lending Entities are
authorised to dispose of them at the expense and risk of the Borrower or Guarantor in
question at the best possible price and then, with regard to the net price obtained,
carry out the transactions described in Stipulation 19.5 and convert foreign currency,
where appropriate.




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	 	19.5.3.	 	Return of amounts charged in excess, notwithstanding other listings.
Notwithstanding the provisions of subsection 19.4.1, if, as a result of the
transactions foreseen in this Stipulation (19.5), any Lender charges an amount
exceeding the proportional amount of its credits to the Borrower by virtue of this
Agreement, the former shall be solely obliged to place the excess at the disposal of
the Agent for its distribution amongst the rest of the Lending Entities.






	 	19.6.	 	Indemnification of the damages caused to the Lenders






The Borrower undertakes to hold the Lenders harmless:




	 	(a)	 	paying the costs incurred as a consequence of an amortization or payment
made on a date other than the normal due date of the obligation or on a date other
than the last day of an Interest Period or in a currency other than the currency in
which the debt is denominated;
	 
	 	(b)	 	against all costs or claims brought in connection with this Contract, duly
demonstrated damages, necessary expenses (including legal fees) or liabilities
(excluding any loss of profit other than as provided for in part (a) above), along
with the applicable VAT, incurred or sustained by any of them as a consequence of any
termination event or breach by the Borrower or by any of the Guarantors of the
obligations assumed by them under this agreement and
	 
	 	(c)	 	Against any harm or damage, duly demonstrated, sustained by any of them as
a result of contributing or committing the funds corresponding to their participation
in a drawdown when the said drawdown is not delivered to the Borrower as a
consequence of the terms of any of the provisions of this Contract.






	20.	 	ACCOUNTS






	 	20.1.	 	Agent Accounts






The Agent will open four accounts for the Borrower for the financing under this Contract
where the drawdowns charged against Tranche A and to Sub-Tranche A1, and Tranche B and
Sub-Tranche B1, respectively, will be debited, along with interest, fees, expenses, late
interest, additional costs and any other amounts payable by the Borrower in connection with
those Tranches. The Agent will credit those accounts with the amounts received according to
Stipulation 19, in such a way that the balances in those accounts represents owed by the
Lender at any given time under this Contract.




	 	20.2.	 	Lender Accounts






Each Lender may open a special account for the financing under this Contract (or
alternatively a special account for each one of the Tranches) where it will deposit its
participation in the amount of Tranche and Tranche B along with the interest, fees,
expenses, late interest and any other amounts payable by the Borrower in connection with
those tranches, with or without the Agent’s mediation, so that the balance in the accounts
represents the amount owed by the Borrower to the Lender at any given time.




It is hereby noted that the accounts referred to in Stipulation 20.2 to be opened and
maintained by each Lender are not comparable to current bank accounts.




	 	20.3.	 	Maintenance of accounts in the event of assignment






In the event of an assignment pursuant to Stipulation 24 below, the assignor shall cancel
part or all of the accounts and the assignee shall then open the corresponding accounts.




	21.	 	DECLARATIONS OF THE LENDER AND THE GUARANTORS






	 	21.1.	 	Declarations






The Borrower and each one of the Guarantors make the following declarations to the Lenders
(with regard to themselves and their Group Companies):



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	 	21.1.1.	 	Legal Status: They are validly incorporated companies according to the laws in their
jurisdictions with the legal capacity to own assets and to pursue their business
objectives in the manner in which they currently do so.
	 
	 	21.1.2.	 	Binding obligations: all of the obligations assumed under this Contract or in the
execution, fulfilment or development thereof are legal, valid, binding and enforceable.
	 
	 	21.1.3.	 	Non-existence of conflicts with other obligations: Neither the formalisation nor the
execution or fulfilment of the Financing Document is or will be in conflict with (i)
any applicable law or regulation; (ii) any incorporation documents or bylaws or (iii)
any instrument or agreement binding on them or their assets and will not enable the
other parties to those agreements to terminate or modify them in any way.
	 
	 	21.1.4.	 	Ability to act: They have the capacity to act, to execute this contract and to
comply with all of the rights and obligations derived therefrom;
	 
	 	21.1.5.	 	Powers and authorisations: They have obtained (and have kept up to date) all
necessary authorisations and have followed the required procedures for (i) allowing
them to sign and comply with all of the clauses of the Financing Documents to which
they are parties and (ii) to ensure that the Financing Documents to which they are
parties are admissible as evidence in their respective jurisdictions;
	 
	 	21.1.6.	 	Applicable legislation and jurisdiction: (i) the choice of Spanish common law as the
governing law of the Contract and the Financing Documents to which they are parties
shall be recognised and applied in the country of jurisdiction and (ii) any ruling or
decision issued in Spain in relation to the Financing Documents shall be recognised and
applied in the country of their jurisdiction.
	 
	 	21.1.7.	 	Tax deductions: they are not obliged, as of the Novation Signing Date, to make any
tax deductions against the payments made under this Contract to the Lenders.
	 
	 	21.1.8.	 	Absence of registers and document fees: According to the legislation in their
jurisdictions, it is not necessary for the Financing Documents to be filed with,
inscribed or registered with any court or any other body or for any document,
registration or similar fees to be paid in relation to the Financing Documents or the
transactions foreseen in them.
	 
	 	21.1.9.	 	Non-existence of Early Termination Events: There are no Termination Events or
circumstances which, with the passage of time, would constitute a Termination Event.
	 
	 	21.1.10.	 	Veracity of the information supplied:






	 	(i)	 	All of the information provided by any Group company is and shall
be true and accurate in all substantial aspects on the date on which it is
provided or the date to which it refers;
	 
	 	(ii)	 	The financial forecasts contains in the Financial Model provided
to the Lenders were prepared on the basis of recent historical information and
reasonable assumptions;
	 
	 	(iii)	 	All of the written information provided to the Lenders by any
member of the Group is true, complete and accurate in all substantial aspects as
of the date on which it was provided.






	 	21.1.11.	 	Financial statements: The consolidated and individual financial statements of the
Borrower and the Guarantors for the period ended 31 December 2008 are complete and
accurate and present a faithful image of the financial situation as of the date on
which they were prepared and were drawn up according to generally accepted accounting
rules. As of the Novation Signing Date, there had been no Substantial Adverse Effect on
Telvent between 31 December 2008 and the date of this Contract.
	 
	 	21.1.12.	 	Pari passu: The rights of the Lenders under the Financing Documents are equal in
rank to those of other non-guaranteed creditors of the Borrower and the Guarantors,
with the exception of the creditors referred to in sections 3 and 4 articles 90.1 of
the Bankruptcy Act or sections 1 through 5 of Article 91 of the Bankruptcy Act.
	 
	 	21.1.13.	 	Litigation: To the best of the Borrower’s and the Guarantors’ knowledge, no
litigation has been brought or is pending and there are no announcements of any




- 33 -









 












lawsuits, proceedings or administrative claims to be brought before any court or
arbitration panel against them or against their respective subsidiaries or against any
of their assets which, in and of itself or together with other proceedings or claims,
could result in a Substantial Adverse Effect for Telvent.




	 	21.1.14.	 	Environmental compliance: They have complied in all substantial aspects with their
environmental obligations and with all applicable environmental laws, including those
which refer directly or indirectly to contamination, pollution, waste, dumping or
emissions of toxic or hazardous substances in relation to the property owned, leased or
occupied by the Borrower, the Guarantors or the Subsidiaries, when such non-compliance
could reasonably be expected to result in a Substantial Adverse Effect for Telvent.
	 
	 	21.1.15.	 	Environmental claims: To the best of their knowledge, there are no environmental
claims now pending or any intention to bring any environmental claims against the
Borrower or the Guarantors, which could result in a Substantial Adverse Effect for
Telvent.
	 
	 	21.1.16.	 	Regulatory compliance: (a) They are up to date in all substantial aspects in all
applicable fiscal, mercantile, commercial, civil, labour and social security
obligations relative to their assets, and have not been delinquent or penalised (except
(i) when payment has been appealed in good faith (ii) when the necessary reserves have
been set up to cover their obligations or (iii) when such payments can be legally
retained) and there is no reason to believe that any tax-related claims will be brought
against the Borrower or the Guarantors and (b) they are in compliance with all civil,
mercantile, administrative, fiscal, labour and other applicable rules and regulations.
	 
	 	21.1.17.	 	Licences: (a) They possess valid authorisation, approvals and licences required to
conduct their business and have not committed any breach relative to the terms and
conditions governing them; (b) they have not been notified of any modification or
variation of the conditions of any such authorisations, approvals or licences which
would result in a Substantial Adverse Effect for Telvent; (c) they have not received
any notice from the competent authorities informing them of the lack of any needed
authorisation, approval or license in which they are ordered to apply for or obtain
them; and (d) as of the Novation Signing Date there is no reason to believe that any of
the authorisations, approvals or licences they possess will be revoked or cancelled.
	 
	 	21.1.18.	 	Non-existence of bankruptcy situations: (i) Neither the Borrower nor the Guarantors
are in the process of any bankruptcy proceedings or reorganisation process or other
proceedings of a legal or private nature in connection with a situation of insolvency
or inability to meet their payment obligations; (ii) the value of the Borrower’s and/or
the Guarantors’ assets is not less than the value of their liabilities (taking into
account for these purposes any contingent and future obligations; and (iii) no payment
moratorium has been declared in relation to any of the Borrower’s and/or the
Guarantors’ debt.
	 
	 	21.1.19.	 	Non-existence of charges on assets: there are no charges or encumbrances on the
assets of the Borrower or the Guarantors other than the Existing Guarantees described
in Appendix 5.
	 
	 	21.1.20.	 	Personal guarantees: No personal guarantees have been given to third parties other
than the Existing Guarantees described in Appendix 5. Specifically, no personal
guarantees of any description have been granted guaranteeing any obligations undertaken
by the companies belonging to the group controlled by Abengoa, S.A. (excluding the
Group for these purposes).
	 
	 	21.1.21.	 	Non-existence of breach: There have been circumstances which constitute or which,
merely due to the passage of time, would constitute any contravention or breach of any
contract or instrument which binds, affects or obliged the Borrower or the Guarantors
or any of their assets.
	 
	 	21.1.22.	 	Third party guarantee: Neither the formalisation of this Contract nor the rights
and obligations arising therefrom shall be used by the Borrower or the Guarantors to
guarantee part or all of their present or future income or assets in favour of third
parties.




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	 	21.1.23.	 	Information: To the best of their knowledge, there are no events or circumstances
which have not been communicated to the Lenders which, were they to occur, could have a
substantial negative influence on the decision of the Lenders to grant the Financing to
the Borrower under the terms of this Contract.





     21.2.           Reiteration of Representations and Warranties




The representations and warranties contained in sections 21.1.1 to 21.1.6, 21.1.9, 21.1.10,
21.1.11 to 21.1.19 and 21.1.21 are understood to be reiterated mutatis mutandis and by
reference to the facts and circumstances existing then or applicable on the dates on which a
Drawdown Request is sent and on the starting date of each Interest Period and, in relation
to any new Guarantors who are added to the Contract pursuant to the terms of section 26.3.2
on the joining date.




	22.	 	OBLIGATIONS






	 	22.1	 	      Reporting Obligations






The Borrower and the Guarantors (or the Borrower where specifically established) undertake to
comply with the following reporting obligations:




	 	22.1.1.	 	 Documentation and financial information: The following documentation or financial
information will be delivered to the Agent (with enough copies for
all Lenders):






	 	(i)	 	as soon as approved by the general meeting of shareholders and at
the latest within seven (7) days of being filed with the SEC, but in any event
within one hundred eighty (180) days of the end of the fiscal year: (a) the
audited Consolidated Annual Financial Statements for that fiscal year and (b)
the audited Individual Annual Financial Statements (provided they are legally
obliged to have them audited; otherwise, unaudited) of the Borrower and of each
Guarantor for the fiscal year in question and
	 
	 	(ii)	 	as soon as available but in any case no later than the earliest
of (i) the date that is seven (7) days after that on which they must be
submitted to the SEC and (ii) sixty (60) days after the end of each six-month
period of the fiscal year: (a) the unaudited Consolidated Annual Financial
Statements for the six-month period in question and (b) the unaudited Individual
Annual Financial Statements of the Borrower and of each Guarantor for the
six-month period in question that were used to prepare the Consolidated
Financial Accounts.






The financial statements submitted under this section shall be certified by a duly
authorised representative of the company who shall declare that they accurately
represent the company’s financial situation as of the date on which they were
prepared.




	 	22.1.2.	 	Certificates of compliance. Along with the six-month and annual Consolidated
Financial Statements submitted by the Borrower under section 22.1.1 above, the Borrower
shall also submit the Ratio Compliance Certificate to the Agent.






The Ratio Compliance Certificates shall identify all of the Acquisitions without
Recourse and the Project Companies, along with those excluded by the Borrower’s
auditor pursuant to the definitions included under Stipulation 1.1 of this Contract
(except as otherwise agreed by the Borrower and the Lenders). Furthermore, Ratio
Compliance Certificates accompanying audited Consolidated Annual Financial
Statements, a description of the compliance guarantees delivered in relation to
non-recourse factoring transactions held by any Group company which are referred to
in section 22.2.7 below, describing the nature of the guarantees in detail and the
scope of the obligations guaranteed under the same.




The Ratio Compliance Certificates shall be signed by a duly authorised representative
of the Borrower and, if accompanied by the audited Consolidated Annual Financial
Statements, must be certified by the Borrower’s auditors as shown on the model
enclosed herewith as Appendix 2.




	 	22.1.3.	 	    Auditor’s report, access to auditors in the case of delay. The Auditor’s Report on
the Borrower’s Consolidated Annual Financial Statements shall be submitted according to
the terms indicated in (i) of section 22.1.1. If this were not the case, the Agent may





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consult the Borrower regarding the reasons for the delay. If Agent does not receive a
satisfactory response within three (3) days, the Agent may consult the Borrower’s
auditor regarding the reasons for the delay and the perspectives in terms of the final
content of the auditor’s report.




	 	22.1.4.	     Relevant events or circumstances and additional information. The Borrower undertakes
to inform the Agent in writing and in sufficient detail of the following events or
circumstances:






	 	(i)	 	Relevant events: any event that is relevant to the business or
expectations of the Borrower or the Guarantors or that has or could have a
substantial effect on their solvency, notwithstanding, where applicable, the
prior or simultaneous fulfilment of the applicable regulatory obligations, in
particular and without limitation, the prior or simultaneous fulfilment of any
reporting obligations on the part Borrower to the SEC.
	 
	 	(ii)	 	Litigation: any effective, imminent or pending judicial,
arbitration or administrative proceeding against any member of the Group that
could result in a Substantial Adverse Effect for Telvent.
	 
	 	(iii)	 	Grounds for termination: immediately and as soon as it becomes
known, any event constituting grounds for termination that has occurred and can
reasonably be expected to occur (and any measures being taken to correct it).






	 	At the Agent’s request, the Borrower shall, as soon as possible, provide a
certificate signed by a representative with sufficient powers confirming the
non-existence of grounds for termination.






	 	(iv)	 	Additional information. The information reasonably requested by
the Lender (through the Agent) on the financial and operating situation of any
Group company.






	 	22.1.5.	 	 Inspection of books and records.






At the Agent’s request (following the instructions of any Financing Entity), with at
least forty-eight (48) hours of advance notice and without altering the Borrower’s normal course of
business, the Borrower shall allow the Agent and any of the Agent’s representatives,
advisors or contractors to inspect the books and records of any member of the Group
during business hours.




	 	22.1.6.	 	“Know Your Customer” Requirements






If




	 	(i)	 	the passage of a law or regulation or any change thereto (or in its
interpretation, development or application) occurring after the Original Signing
Date;
	 
	 	(ii)	 	any change to the Borrower’s or Guarantors’ status after the Original
Signing Date or the addition of new Guarantors as required pursuant to this
Contract
	 
	 	(iii)	 	a proposal for the assignment or transfer by one Lender of any of its
rights or obligations under this Contract to a party that was a not a Lender prior
to the said assignment or transfer;






obliges the Agent or any Lender (or in the case of part (iii) above to any potential
new Lender) to comply with the “know your customer” rules or similar identification
procedures under circumstances in which the necessary information is not yet in their
possession, the Borrower and each Guarantor shall in good faith provide, upon the
request of the Agent or any Lender, any and all documentation or evidence that is
reasonably requested by the Agent (acting alone or on behalf of any Lender) or by any
Lender (acting alone or, under the circumstances referred to in section (iii) above,
on behalf of any potential new Lender) so as to allow the Agent, the Lender or, in
the case under the circumstances referred to in part (iii) above, any potential new
Lender to verify the compliance with all “know your customer” rules or similar
identification procedures under the applicable laws and regulations governing the
legal business referred to in this Contract.



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	22.2	 	Obligation to do and not to do






	 	
   The Borrower and the Guarantors (or the Borrower when specifically established) undertake to
respect (and to ensure that the Group companies respect) the following:
	 
	 	22.2.1.	 	 Purpose of the financing. To use the financing exclusively for the purposes
permitted under this Contract.
	 
	 	22.2.2.	 	Compliance with the law. To comply in all substantial aspects with civil,
mercantile, administrative, environmental, fiscal, labour and any other applicable
legislation in those cases where non-compliance could affect the parties’ ability to
comply with their obligations under the Financing Documents.
	 
	 	22.2.3.	 	 Maintenance of authorisations and licences. Maintenance and conservation of any
licences, permits or authorisations needed to conduct their business or to comply with
their obligations under this Contract.
	 
	 	22.2.4.	 	Pari Passu. To ensure that the rights of the Lenders under the Financing Documents
are equal in rank to those of other non-guaranteed creditors of the Borrower and the
Guarantors, with the exception of the creditors referred to in sections 3 and 4
articles 90.1 of the Bankruptcy Act or sections 1 through 5 of Article 91 of the
Bankruptcy Act.
	 
	 	22.2.5.	 	 Market conditions. To carry out all commercial or financial transactions with
shareholders, Group companies or third parties under market conditions, for legitimate
reasons and taking the Group’s interests into account.
	 
	 	22.2.6.	 	 Auditors. To have their accounts audited by an auditing firm of recognised prestige.
	 
	 	22.2.7.	 	Insurance. To take out and/or maintain with insurance companies of recognised
solvency insurance policies against commercially insurable risks in the amounts and
according to the criteria insurance policies normally applicable in the sector.
	 
	 	22.2.8.	 	Ownership of assets. To preserve the ownership or the legitimate right to use the
relevant assets, both tangible and intangible, in particular the industrial and
intellectual property rights needed to conduct their business.
	 
	 	22.2.9.	 	Non-compliance. To report as quickly as possible the existence of any non-compliance
with their obligations under the Financing Documents or any other documents referred to
therein. Once the report has been made, to provide the Agent or any advisor or
representative designated by the Agent, following the instructions of the majority of
the Lenders, with all reasonable documentation, records, books and information
requested by the Agent. Any reasonably incurred expenses associated with such access
shall be paid by the Borrower and the Guarantors accordingly.
	 
	 	22.2.10.	 	Compliance with environmental regulations. To comply in all substantial aspects
with their environmental obligations and with all applicable environmental laws,
including those which refer directly or indirectly to contamination, pollution, waste,
dumping or emissions of toxic or hazardous substances in relation to the property
owned, leased or occupied by the Borrower, the Guarantors or the Subsidiaries, when
such non-compliance could reasonably be expected to result in a Substantial Adverse
Effect for Telvent.
	 
	 	22.2.11.	 	Environmental claim. The Borrower shall inform the Agent in writing, as soon as it
becomes aware of (i) any environmental claim that has been filed or (is imminent to the
best of the Borrower’s knowledge) against any Group company; or (ii) any event or
circumstance that could result in an environmental claim being brought against any
Group company; provided that the claim, if settled, could result in a Substantial
Adverse Effect for Telvent.
	 
	 	22.2.12.	 	Fiscal and other obligations. To remain up to date in all substantial aspects with
all applicable fiscal, mercantile, commercial, civil, labour and social security
obligations relative to their assets, and to refrain from being delinquent or
penalised, except (i) when payment has been appealed in good faith (ii) when the
necessary reserves have been set up to cover their obligations or (iii) when such
payments can be legally retained.




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	 	22.2.13.	 	     Hedging instrument. Within three (3) months of the Novation Date of Signing, the
Borrower shall arrange with La Caixa, under market conditions, interest rate hedging
mechanisms, the notional value of which shall be equivalent to at least 100% of the
Sub-Tranche B1 Financing Amount drawn down at any given time. Furthermore, the Borrower
shall be obliged to maintain Hedging Agreements in force up until the Expiry Date of
Tranche B and Sub-Tranche B1
	 
	 	22.2.14.	 	     Business reorganisation. To refrain from agreeing to the dissolution, liquidation,
spin-off, transformation, merger, acquisition or absorptions, except mergers (i) in
which the resulting entity continues to be directly or indirectly controlled by the
Borrower and provided that such mergers do not result in a Substantial Adverse Effect
for Telvent and (ii) in which the resulting entity becomes or continues to be a
Guarantor under this Contract (assuming that any of the member companies of the
resulting entity were a Guarantor immediately prior to the merger).
	 
	 	22.2.15.	 	     Change of business. To refrain from making changes to the nature or scope of the
commercial activity with respect to that which existed on the date of this Contract.
	 
	 	22.2.16.	 	     Absence of encumbrances. Except as refers to Abengoa, to refrain from granting any
type of real guarantee (including pledges, mortgages or any other type of real lien or
encumbrance) on the assets and rights in favour of third party creditors other than the
Existing Guarantees.






                 The terms of the preceding paragraph shall not apply to:




	 	(a)	 	Guarantees created by a ministry of the law; and
	 
	 	(b)	 	Guarantees granted on shares or participations in the share
capital of the Project Companies or the debt assumed by Project companies and
guarantees issued on shares or participations representing the share capital or
the debt assumed by those companies or on those assets which are or have been
the object of financing for acquisition without recourse against the Borrower,
Borrower, the Guarantors or their subsidiaries and the corresponding financing
entities have required this.






	 	22.2.17.	 	     Finance and guarantees. To refrain from granting (a) loans or credits (particularly
with regard to any type of financing or other contributions in favour of DTN), neither
(b) Financial Guarantees or other personal guarantees for the benefit of any person for
a joint maximum sum exceeding sixty million Euros (€ 60,000,000), except as follows:






	 	(i)	 	any guarantees granted to replace Existing Guarantees for the
same sum and in guarantee of the same obligations of the former;
	 
	 	(ii)	 	Financing for Abengoa, S.A. and any of its Group companies in the
ordinary course of their business and provided that the amount at any given time
does not exceed FIFTEEN MILLION EUROS (€ 15,000,000), on the understanding that
this restriction shall not apply to the financing granted to Group companies (in
relation to which the terms of section (iii) below shall apply;
	 
	 	(iii)	 	Financing, financial guarantees and other personal guarantees on
account or in favour of any companies of the Group other than the Borrower and
the Guarantors (excluding, for these purposes, the Project Companies and
Acquisitions without Recourse) in the ordinary course of their business and
provided that the amount at any given time does not exceed FIFTEEN MILLION EUROS
(€ 15,000,000) and
	 
	 	(iv)	 	Guarantees other than those indicated in section (iii) above
granted by the Borrower or its Material Subsidiaries in relation to the
obligations of other Group companies in the ordinary course of their business
(including but not limited to, for the purposes stated above, (a) compliance
guarantees furnished in relation to non-recourse factoring transactions held by
any Group company with the aim of exclusively responding to possible technical
claims or commercial disputes in relation to the works corresponding to the
invoices assigned (and, therefore, without being liable in any case versus the
beneficiary of the guarantee in the case of mere non-payment of said invoices),
(b) counter-guarantees furnished in relation to any manner of Technical
Guarantees in favour of the organisations issuing the same, and (c) any
guarantees or counter-guarantees furnished in relation to






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obligations undertaken by any Group company under any immoveable goods leasing
agreement for business premises); and




	 	(v)	 	Guarantees furnished in accordance with the provisions of Clause
26.2.1 in favour of the Lending Entities under Tranche A and Tranche B in
relation to the obligations undertaken by the Borrower under the relevant
Hedging Agreements.






	 	22.2.18.	 	Group company debt. With regard to the Group companies other than the Borrower, the
Guarantors, the Project Companies and the Acquisitions without Recourse, to refrain
from any type of indebtedness (this being understood as any of the items included in
the Definition of Net Financial Debt) up to a total amount of TEN MILLION EUROS
(€ 10,000,000).
	 
	 	22.2.19.	 	Financial leases. To refrain from financing using financial lease operations except
those included in the definition of Net Financial Debt for the calculation of Financial
Ratios.
	 
	 	22.2.20.	 	Operating leases. To refrain from making payments under operating leases in excess
of a joint annual maximum amount of TWENTY-FIVE MILLION EUROS (€ 25,000,000).
	 
	 	22.2.21.	 	Bankruptcy proceedings. The Borrower and the Guarantors shall abstain from bringing
actions leading to dissolution, liquidation or bankruptcy or from other actions, in or
out of court, which lead to identical results, except as required to do so by law.
	 
	 	22.2.22.	 	Modification of fiscal year. The Borrower shall not modify the length or the
closing date of the fiscal year without previously or simultaneously notifying the
Agent and modifying this Contract accordingly in terms that are satisfactory to the
Agent in relation with the obligation of submitting the Financial Statements, the
Consolidated Financial Statements and the calculation of the Financial Ratios contained
in this Contract.
	 
	 	22.2.23.	 	Modification of the DTN purchase-sale contract. With regard to Telvent Export, to
refrain from modifying the terms and conditions of the DTN Purchase-Sale Agreement nor
waive any rights it were entitled to under the same, except in the case it had prior
consent in writing from the Agent, following the agreement of the Majority of the
Lending Entities.
	 
	 	22.2.24.	 	Amendment of the Matchmind/Galian Sales Agreements. For Telvent Outsourcing, not
amending the terms and conditions of Matchmind/Galian Sales Agreements nor waiving any
rights it may be entitled to thereunder, except in the case the Agent granted its prior
consent in writing following the agreement of the Majority of Lending Entities.
	 
	 	22.2.25.	 	Disposal of assets. To refrain from selling, leasing, disposing of, segregating,
assign or otherwise disposing of any property, rights or assets, except when the sale,
lease, transmission or disposal is carried out at fair market value in the ordinary
course of business and provided that the funds obtained from such sale, lease
transmission or disposal are applied to the early repayment of the Tranches or are
reinvested in the Borrower’s business in the terms established in Stipulation 15.1.2.
	 
	 	22.2.26.	 	Payment of upfront price for the acquisition of DTN. The Borrower undertakes to
provide Telvent Export with funding from the Financing, the Capital Increase and the
Maximum Authorised Cash Available by extending a subordinated loan in respect of this
Financing, in terms that are satisfactory to the Lenders, on the closing date of the
acquisition of the DTN shares by Telvent Export, and Telvent Export specifically
undertakes to pay the Upfront Price for the acquisition of DTN exclusively out of those
funds. In addition to the subordinated loan, the Borrower undertakes to simultaneously
execute a pledge in favour of the Lenders to the credit rights derived therefrom,
according to the model enclosed herewith as Appendix 8.
	 
	 	22.2.27.	 	Payment of the price for the acquisition of the Matchmind Shares and the Galian
Shares. The Borrower undertakes to supply Telvent Outsourcing with funds from
Sub-Tranche A1 and Sub-Tranche B1 with the granting of several subordinate loans for
this Financing in terms which are satisfactory for the Lending Entities, within a term
of seven (7) days from the date on which the closure of acquisition of Matchmind Shares
and Galian Shares occurred by Telvent Outsourcing and on each one of the dates on which




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Matchmind/Galian Payments in Instalments which must be paid and Telvent Outsourcing
expressly agrees to pay the price of the acquisition of Matchmind Shares and Galian
Shares exclusively from such funds and from treasury up to a maximum sum of three
hundred and fifty thousand Euros (€ 350,000).




	 	22.2.28.	 	Drawdown documentation. Notwithstanding the power of the Lenders to accredit the
Borrower’s debt (including the drawdowns) as provided for in clause 27 within three (3)
business days of the date on which each one of the drawdowns occurs, the Borrower
undertakes to execute before a notary public of its choice, through a duly authorised
representative, a certificate of recognition of debt in favour of the Lenders in order
to reflect the receipt of the funds corresponding to the drawdowns by the Borrower.






	 	22.2.29.	 	Legal opinions in relation to certain Guarantors. The Borrower undertakes to supply
the following to the Lending Entities, to their complete satisfaction and in a term of
seven (7) days following the Novation Signing Date, (a) legal opinions of the legal
counsel of the Lending Entities regarding Telvent Farradyne, Telvent USA, Telvent
Traffic and Telvent Canada, in a manner which is substantially similar to the model
provided for this purpose prior to the Novation Signing Date which, in any event, must
include (i) the declaration of the choice of Spanish legislation as the legislation
governing the Novation Agreement and the Financing Documents that they are a party to,
and the application thereof in the country of their jurisdiction; and (ii) a
declaration that any rulings or judgements issued in Spain in relation to the Financing
Documents shall be acknowledged and applied in the country of their jurisdiction; and
(b) the company documents for Telvent Farradyne, Telvent USA, Telvent Traffic and
Telvent Canada, as set forth in section 6.2.2 (a) (ii) above.






	 	22.3.	 Financial obligations






The Borrower undertakes to comply at all times with the following financial obligations:




	 	22.3.1.	 	Capex. The Capex incurred in each fiscal year over the life of the Financing,
specifically excluding (i) the amounts invested in other companies as foreseen in the
Financial Model and defined therein as Investments in Related Parties, (in particular,
including but not limited to, the sums for the acquisition of Matchmind Shares and
Galian Shares), and (ii) Renting or Leasing Transactions with no Impact on Treasury
(except for the instalments of the same paid within the relevant financial year), may
not exceed FIFTEEN MILLION EUROS (€ 15,000,000), and the maximum aggregate amount for
the entire period of time may not exceed FIFTY MILLION EUROS (€ 50,000,000). In any
event, if in any given fiscal year the Borrower were to make investments below the
annual established limit, it would be allowed to increase the Capex limit for the next
fiscal year in an amount equivalent to the difference between the annual limit and the
amount actually incurred, although the Borrower shall only be allowed to do this once
during the life of the Financing.






The amount of the DTN Deferred Payments and any additional payments for Adjustments
to the DTN Purchase-Sale Price made by Telvent Export during the life of the
Financing as stipulated in the DTN Purchase-Sale Agreement, as well as the sum for
any additional payments for Matchmind/Galian Sales Agreement Adjustments which
Telvent Outsourcing pays during the life of the Financing Agreement, in accordance
with the stipulations contained in Matchmind/Galian Sales Agreements, respectively,
shall count towards the Capex limit for the fiscal year in which such payments are
made. Prior to making any such payments, the Borrower shall provide the Agent with a
certificate signed by a duly authorised representative of the Borrower stating that
there will be no breach of the Financial Ratios as a consequence of making such
payments.




The above notwithstanding, the Borrower shall be authorised to exceed the Capex
limits established in this section provided that it will result in a breach of the
Debt Ratio and the Debt Service Coverage Ratio in relation to the next to calculation
periods of the Financial Ratios as a consequence of having exceeded the limits. To
this end, if the Borrower decides to exceed the Capex limits, it shall be obliged to
provide the Agent with a certificate, signed by a duly authorised representative of
the Borrower, including a forecast of the Debt Ratio and Debt Service Coverage Ratio
for the next two periods covered by the Financial Ratio calculation, certifying
compliance once the total Capex



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figure has been recorded in the corresponding items (including the excess of the
limit established herein).




	 	22.3.2.	 	Interest Coverage Ratio. The Interest Coverage Ratio, determined as indicated in
section 22.3.6 below, should by higher than 3.5x.






	 	22.3.3.	 	Debt Service Coverage Ratio. The Debt Service Coverage Ratio, determined as
indicated in section 22.3.6 below, should by higher than 1.1x.






	 	22.3.4.	 	Debt Rate. The Debt Ratio, determined as indicated in section 22.3.6 below, should
be less than:





	 	 	 	 	 
	Year
	 	Ratio
	2008
	 	 	3.00x	 
	2009
	 	 	2.75x	 
	2010 and thereafter
	 	 	2.50x	 







	 	22.3.5.	 	Ratio Pay-Out. The Ratio Pay-Out, determined as indicated in section 22.3.6 below,
should be less than 50%.






	 	22.3.6.	 	Procedure for determining the value of financial ratios. The value of the Financial
Ratios shall be determined by the Certificate of Compliance of Rations submitted by the
Borrower along with the annual or six-monthly Consolidated Financial Statements, both
calculated for the preceding twelve-month period.






It is hereby noted that, given the fact that Spain adheres to International
Accounting Standards which are subject to change by the accounting authorities in
Spain and the European Union, the parties have calculated the values for the
Financial Ratios indicated above on the basis of the International Accounting
Standards in force when the Borrower’s Consolidated Financial Statements for the
fiscal year ended 31 December 2007 were prepared. Hence, any changes to those
accounting standards, when they affect the calculation and/or levels of the Financial
Ratios, shall not have the effect of a breach of the terms of part 3.1 above.




If there is any such change, the parties will immediately commence good faith
negotiations to redefine the Financial Ratio calculations or levels, based on the
adjustments to the accounting standards. If they are unable to reach an agreement
within forty-five (45) days of starting the negotiations, the Agent may refer to
matter to an auditing firm of recognised international prestige to resolve any
possible discrepancies, whose decision shall preserve the substance of what has been
agreed by the parties to this Contract, particularly relative to the items used to
define Net Financial Debt, EBITDA, Cash Flow Available for Debt Service and Net
Financial Expenses. The expenses associated with that intervention shall be paid by
the Borrower.




At all times until an agreement is reached to redefine the Financial Ratios, the
Borrower shall provide sufficiently detailed information in a format reasonably
requested by the Agent to allow the Lenders to compare the level of compliance of the
Financial Ratios before and after the application of the new, modified, reinterpreted
or clarified accounting principles.




	23.	 	AGENCY






	 	23.1.	 	Mandate






The Agent’s position is instituted in the following terms:




	 	23.1.1.	 	Appointment and acceptance. Caja Madrid is appointed as the Agent for the financing
to which this Contract refers and has accepted the appointed.






	 	23.1.2.	 	Liberating effects of payments made to the Agent. Any payments of any kind made
under this Contract must be made by the Borrower to the Agent and shall have the same
liberating effects for the Borrower as though they had been received in the
corresponding proportion by the Lenders.




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	 	23.1.3.	 	Full effect of notices made to the Agent. Any notice given to or received by the
Agent shall have the same effect as if it had been given to or received by the Lenders.
In particular, the shall only forward to the Agent the information that is needed by
the Lenders to comply with their obligations towards supervisory bodies, such as the
information to be reported to the Bank of Spain’s Risk Information Centre.
	 
	 	23.1.4.	 	Actions of the Agent on its own initiative or at the request of a Majority of
Lenders. The Agent shall act within the framework of this Contract on its own
initiative or at the request of a Majority of Lenders.






	 	23.2.	 	The Agent’s Liability to Lenders.






The Agent’s liability to Lenders shall be governed by the following rules:




	 	23.2.1.	 	Specific and limited nature of the Agent’s mandate. The Agent does not have the
power to represent nor is it the fiduciary of the Lenders beyond that which is
specifically established herein.
	 
	 	23.2.2.	 	The Agent is not liable for the successful outcome of the
financing. The Agent shall
not be liable to the Lenders for the validity, enforceability or fulfilment of this
Contract.
	 
	 	23.2.3.	 	No obligation to make inquiries — communicate
non-compliance. The Agent is not
obliged to make any inquiries regarding a breach of this Contract. Only when it has
real knowledge or has been informed by one of the Lenders or the Borrower of a breach
of this Contract or other grounds for termination of the Contract shall the Agent
notify the other Lenders.
	 
	 	23.2.4.	 	No liability for following orders or absence of fraud or
serious culpability. The
Agent shall not be liable if it follows the instructions received from the Lender or
if, in the absence of such instructions and in emergency situations, it acts without
fraud or grave culpability.
	 
	 	23.2.5.	 	Liability in the event of fraud or grave culpability. The Agent shall not be liable
except as regards the liability arising out of the fraud or grave culpability.
	 
	 	23.2.6.	 	No liability to Lender for the employees and advisers of
the Agent. The employees
and advisers of the agent shall not be liable to the Lenders except in the event of
fraud or grave culpability.
	 
	 	23.2.7.	 	Prior, independent verification by the Lenders. Each one of the Lenders shall have
conducted its own prior and independent research and assessment of this financing.






	 	23.3.	 	Agent reimbursement; withholdings






The Lenders shall immediately reimburse the Agent, in proportion to their participation in
the financing, for any expense incurred by the Agent in relation to this Contract in the
common interest of the Lenders and regardless of the positive or negative results of the
action or measure that gave rise to the expenditure. In those cases where the expense
incurred by the Agent can be considered a non-ordinary expenses, the reimbursement
obligation shall be subject to authorisation by the Lenders. To this end, the Agent shall be
authorised to retain such amounts from the balances payable to the Lenders for any reason.







	 	23.4.	 	Resignation of Agent







The resignation of the Agent shall be governed by the following rules:




	 	23.4.1.	 	Free resignation. The Agent is free to resign by notifying the rest of the Lenders
and the Borrower.
	 
	 	23.4.2.	 	Appointment of new agent by the Lenders. If the Agent resigns, the Lenders shall be
entitled to appoint a new Agent from among them by agreement of a Majority of Lenders,
provided that the new Agent has an operating office in Spain.
	 
	 	23.4.3.	 	Subsidiary appointment of a new Agent by the outgoing
Agent. If the Lenders have
not named a new Agent within sixty (60) days of the Agent announcing its




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resignation or if the proposed new Agent does not accept the appointment, the outgoing
agent will appoint it own replacement.




	 	23.4.4.	 	Informing the Borrower of the appointment of a new
Agent. The outgoing Agent and
the incoming Agent shall inform the Borrower of the substitution of the Agent at least
one month in advance of the effective date of the substitution in order for the
appointment of the new Agent to be binding upon the Borrower.
	 
	 	23.4.5.	 	Terms of the new Agent’s mandate. The new Agent will be vested with the same
rights, powers and responsibilities as the outgoing Agent.
	 
	 	23.4.6.	 	No transfer of expenses to Borrower. The expenses incurred as a consequence of the
resignation or appointment of a new Agent shall not be passed on to the Borrower.









	 	23.5.	Revocation of the Agent








The revocation or removal of the Agent shall be governed by the following rules:




	 	23.5.1.	 	Revocation due to non-compliance or divergence and appointment of new Agent. The
Lenders may revoke the Agent’s appointment due to non-compliance or reiterated
differences of opinion with the rest of the Lenders, provided that they simultaneously
appoint a new Agent from among the Lenders and the new Agent accepts the appointment.
	 
	 	23.5.2.	 	Reference to the system of substitution due to resignation. The appointment and
regimen of the new Agent in the case of revocation shall be, mutatis mutandi, as
indicated in sections 23.4.2 and 23.4.4 to 23.4.6.





24. ASSIGNMENT








	 	24.1.	Prohibition against assignment by the Borrower






The Borrower may not assign or encumber its rights or obligations under this Contract.







	 	24.2.	Assignment by the Lenders: requirements










Each Lender may only assign or encumber part or all of its position in this Contract in a
way that will be binding upon the Borrower and the rest of the Lenders, as described below:




	 	24.2.1.	 	Possible assignees. The assignee must be a financial
entity, a securitized fund or
an entity especially created or used to securitize, assign, mobilize or guarantee a
mass of assets or liabilities belonging to the assigning Lender.
	 
	 	24.2.2.	 	Non-existence of greater burden on the Borrower. The operation may not, under any
circumstances, result in a greater burden on or any cost to the Borrower or the
Guarantors as far as the fulfilment of their obligations under this Contract is
concerned.
	 
	 	24.2.3.	 	Prior notice. The operation must have been previously notified to the Agent in
writing at least ten (10) business days in advance of the effective date, who shall
then notify the Borrower, indicating the identity of the assignee and the amount of the
assignment. The Borrower shall comply at all times with its obligations relative to the
obtainment of the corresponding Financial Operation Number from the Bank of Spain in
the event that the assignee is not a Spanish entity.
	 
	 	24.2.4.	 	Minimum amount of each assignment. Except in the event of the assignment of the
assignor’s entire participation in the financing to which this Contract refers, the
minimum amount of each assignment transaction shall be equal to THREE MILLION EUROS
(€ 3,000,000) or, if higher, in multiples of FIVE HUNDRED THOUSAND EUROS (€ 500,000),
depending on the currency in which the Drawdown is denominated.
	 
	 	24.2.5.	 	Assignment fee. The assignee shall pay the Agent (in its own name) a fee of ONE
THOUSAND EUROS (€ 1,000) on the effective date of the assignment or assumption.




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	25.	EARLY TERMINATION











	 	25.1.	Termination Events












The Lenders may declare the entire balance owed by the Borrower under this Agreement due and
payable in advance under any of the following circumstances (in those cases where the
circumstances are remediable they may only do so provided that the circumstances have not
been remedied by the deadline agreed by or consented to by a Majority of Lenders):




	 	25.1.1.	 	Non-payment of principal, interest or other items. The non-payment by the
established deadline of any amount owed by the Borrower to the Lenders, whether
principal, interest, penalties, fees, taxes, expenses or any other item provided for
under this Contract (except when such non-payment is due exclusively to an
administrative or technical error and the error is corrected by the day after the
payment should have been made).
	 
	 	25.1.2.	 	Financial obligations. Non-compliance with the Financial Ratio levels established in
the terms and with the requirements set out in section 22.3.
	 
	 	25.1.3.	 	Breach of other obligations. Non-compliance by the Borrower or by the Guarantors
with any obligations other than payment obligations or compliance with Financial Ratios
under the Financial Documents, provided that, where the non-compliance is remediable it
has not been remedied within fifteen (15) days.
	 
	 	25.1.4.	 	Erroneous statements. Any false or inaccurate statement or omission in the
declarations contained in Stipulation 21 or in general any statement made by the
Borrower or the Guarantors on the applications or other documents submitted or
subscribed by virtue of or in relation to the Financing Documents.
	 
	 	25.1.5.	 	Cross-default. If any debt of the Borrower or the Guarantors or Abengoa, S.A. were
not paid by the due date or were due and payable according to the applicable laws or in
a position to be declared due and payable before the due date.
	 
	 	25.1.6.	 	Insolvency. If the Borrower or the Guarantors are, notwithstanding the imperative
rules contained in the Bankruptcy Act, declared to be bankrupt or if they apply for
bankruptcy or when they are otherwise unable to fulfil their obligations as they become
due and payable or when they reach an agreement with their creditors in the event of a
general dismissal of payments.
	 
	 	25.1.7.	 	Seizure. Any judicial or notarial actions taken against the Borrower or the
Guarantors involving the execution, expropriation or confiscation of some or all of the
assets and/or guarantees owned by the Borrower or the Guarantors.
	 
	 	25.1.8.	 	Control of Guarantors: If any Guarantor ceases to be a subsidiary of the Borrower,
except as permitted under this Agreement.
	 
	 	25.1.9.	 	Partial invalidity. If any clause of this Contract were for any reason declared to
be invalid and unenforceable and that, in the opinion of a Majority of Lenders, would
substantially alter the economic and/or legal basis upon which the Lenders agreed to
provide the Financing.
	 
	 	25.1.10.	 	Failure to obey firm sentence. If the Borrower or the Guarantors refuse to obey a
firm decision or any other firm resolution passed by a competent court.
	 
	 	25.1.11.	 	Non-calculation of financial ratios. If the Agent cannot verify the calculation of
the Financial Ratios contained in Stipulation 22.3 due to Borrower’s failure to
provide the corresponding financial statements as provided for in section 22.1.1 or due
to the Agent not receiving the required data as provided for in section 22.1.2 on
time.
	 
	 	25.1.12.	 	Cessation or change of business. If a substantial part of the Borrower’s assets or
those of any of the Guarantors or a substantial business line were sold or transferred
or if the Borrower or any of the Guarantors were to suspend, cease or announce the
suspension or cessation of their primary business or modify it substantially or agree
to a dissolution or liquidation.
	 
	 	25.1.13.	 	Auditor’s opinion with provisos. If the Borrower’s auditors were to express any
proviso, deviation or material objection to the financial statements (whether the
balance





- 44 -









 







sheet, profit and loss account, notes to the financial statements or reported
off-balance items) in the reports issued on the Borrower’s individual and consolidated
annual accounts.




	 	25.1.14.	 	Substantial Adverse Effect for Telvent. If any event or circumstance or series of
events or circumstances were to occur which, in the opinion of a Majority of Lender,
could result in a Substantial Adverse Effect for Telvent.






	 	25.1.15.	 	Null Agreement If the DTN Sales Agreement and/or Matchmind/Galian Sales Agreements
were null, nullified or unenforceable for any reason.







	 	25.2.	 	Procedure









The declaration of early termination of this Contract in its entirety by the Lenders and the
consequential obligation of the Borrower to repay the outstanding balance, by virtue of any
of the clauses indicated in Stipulation 25.1 shall require the prior agreement of a Majority
of Lenders.




If a termination resolution cannot be reached by a Majority of Lenders within thirty (30)
business days (i) from the date on which the Agent receives a request from any one of the
Lenders for the formation of a Majority of Lenders (ii) if there were no such request, from
the date on which the Agent notifies the Lenders of the existence of grounds for the early
termination of the Contract. Each one of the Lenders reserves the right to individually
request the termination of this contract in proportion to that Lender’s participation.




When the Contract in its entirety is terminated by the Lenders as provided for in this
Stipulation, the Borrower shall be obliged, within two (2) days of receiving the notice of
termination sent by the Agent to the Borrower, to repay the total principal plus interest,
fees and expenses. If the Borrower fails to repay the entire outstanding balance if the
Contract is terminated by the given deadline, the Agent shall proceed to take the pertinent
legal actions, acting as the Lenders’ attorney.




If the Agent has not initiated the pertinent legal actions within thirty (30) days of the
period granted to the Borrower to pay the outstanding balance, as provided for in the
preceding paragraph, each one of the Lenders shall be entitled to take the pertinent actions
to claim the amounts owed to each one of them.




In any case, the occurrence of a Termination Event shall entitle the Lenders to refuse to
make any unused portion of the Financing available to the Borrower and a declaration of
early termination carried out in accordance with the terms of this clause shall result in
the immediate cancellation of any unused portion of the Financing available to the Borrower.



PART
FIVE – GUARANTEE






	26.	GUARANTEE






	 	26.1.	 	Joint Guarantee






The Guarantors jointly and severally, unconditionally and irrevocably guarantee in respect of
all Lenders, the full and punctual compliance with all payment obligations (whether
principal, ordinary interest, late interest, fees, indemnities, expenses or any other item)
assumed by the Borrower under this Contract, in the terms set out in this Stipulation.




	 	26.1.1.	 	The Guarantors constitute this joint and several, irrevocable guarantee in favour of
the Lenders in respect of the borrower and amongst themselves, pursuant to article 1822
of the Civil Code. The joint and several nature of this guarantee is likewise
understood to be pursuant to the terms of article 1837 of the Civil Code.






The Guarantors hereby expressly waive (i) the benefits of order, division and
discussion and (ii) the power to put forward to the Lenders any exception deriving
from the relationship maintained by the Lenders with the Guarantors and/or the
Borrower.



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The Guarantors specifically consent to the assignments which may be carried out by
the Lenders pursuant to the terms of Stipulation 24 and to that end specifically
declare that none of the terms of the guarantee granted herein shall be affected by
any such assignment. Moreover, the Guarantors waive the right afforded to them in
article 1851 of the Civil Code, authorising the Lenders to grant any extensions and
deferrals they deem appropriate to the Borrower without this affecting the guarantee
constituted by them.




Under no circumstances shall this guarantee be altered, cancelled or replaced as a
consequence of any agreements reached by the Lenders with the Borrower as part of a
bankruptcy proceeding, in which case the Guarantors’ obligations shall remain
unchanged, as though such proceedings had never taken place.




	 	     26.1.2.	 The Lenders or the Agent, depending on who is responsible pursuant to the terms of
section 26.1.3, may demand the fulfilment of the Guaranteed Obligations directly from
the Guarantors according to article 1144 of the Civil Code and without the need to
first make a claim to the Borrower or to make a joint claim to the Borrower and/or the
Guarantors.





     26.2.      Guarantors




	 	     26.2.1.	 Guarantee obligation. The Borrower undertakes, in addition to the guarantee provided
by Abengoa on the Date of Signing (which shall remain in effect until it is
extinguished pursuant to the terms of section 26.1.10 above), starting with the first
Drawdown, to ensure that the obligations assumed by it under this Contract are
guaranteed at all times by the Material Subsidiaries (excluding DTN) and additionally
by other Group companies, to the extent necessary so that, notwithstanding the above
and the terms of the following paragraph, the Guarantors, jointly with the Borrower,
represent at least 85% of the Total Consolidated Assets, 85% of the consolidated
EBITDA, and, once thirty (30) days had elapsed since the Novation Signing Date, 85% of
consolidated Sales.






Additionally, the Borrower expressly commits to carry out all actions needed for
Matchmind to furnish a guarantee under identical terms to those set forth in Clause
26.1 (without this guarantee being accountable for the purposes set forth in the
foregoing paragraph), although the scope of application shall be limited exclusively
to obligations undertaken by the Borrower under Tranche A and Tranche B, within a
term of fifteen (15) days from the date when the Matchmind/Galian Sales Agreements
are executed. For these purposes, the Borrower must notify Matchmind so that it
appears before a Notary Public within the term stated, furnishing the guarantee with
the granting of the relevant Guarantor Adhesion Deed and the Agent must also be given
a copy of the powers of the persons undersigning the Guarantor Adhesion Deed for
Matchmind when the deed is granted, and a copy of the updated bylaws of the same
certified by the company’s administrators or the secretary of the board of directors.




In any case, when necessary over the life of the Financing Agreement, to account
Matchmind’s EBIDTA, Total Assets and Sales for the purposes of reaching the 85%
stated in the first paragraph of this section, the borrower and Telvent Outsourcing
expressly undertake to carry out as many actions as necessary to pledge 100% of
Matchmind’s share capital as collateral to guarantee obligations undertaken by the
Borrower under all Tranches and under the Hedging Agreements, except in the case
when, at that time, any legal or contractual limitations avoiding the setting up of
this right in rem were applicable, in which case the Parties shall negotiate in good
faith on a possible alternative agreement, with this involving a Termination Event in
the case that the aforementioned negotiation did not lead to any agreements within a
term of forty-five calendar days from the date on which the need to account
Matchmind’s EBIDTA, Total Assets and Sales was reported for the purposes of reaching
the 85% stated beforehand.




In addition, the Borrower undertakes, thirty (30) days following the Novation Signing
Date, to guarantee the obligations it had entered into under the Hedging Agreements
held in relation to each Tranche at all times, with the same organisations acting as
Guarantors under this Agreement over the life of the same (with the exception of



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Matchmind regarding the Hedging Agreements held in relation to Sub-Tranche A1 and
Sub-Tranche B1).




	 	26.2.2.	 	Exceptions. The Borrower’s commitment with respect to the guarantee afforded by
Group companies referred to in section 26.2.1 above shall not, in any case, apply to:






	 	(i)	 	Project Companies;
	 
	 	(ii)	 	Acquisitions without Recourse and
	 
	 	(iii)	 	Group companies which are bound by legal restrictions on
guaranteeing the amounts owed by the Borrower under this Contract (but only to
the extent that such restrictions affect all amounts, in which case they are
obligated to guarantee the amounts which are not subject to restrictions).
	 
	 	(iv)	 	Group companies in which the Borrower controls less than one
hundred percent (100%) of the share capital, except in those cases in which the
rest of the capital is controlled by another Group company.






In any case, Guarantors, together with the Borrower, are obliged to contribute jointly with
at least 85% of the consolidated EBITDA, 85% of the Total consolidated Assets and, thirty
(30) days following the Novation Agreement Signing Date, with 85% of consolidated Sales
(adjusted to subtract EBITDA, Total Assets and Project Company Turnover and Non-recourse
Acquisitions).



     26.3. Addition of new Guarantors




	 	26.3.1.	 	The Borrower shall forward to the Agent within three (3) months of the end of each
fiscal year a certificate issued by its auditors stating whether the Borrower has
acquired any direct or indirect stake in another entity (except the entities referred
to in paragraphs (i) to (iv) of the previous section) and, if so, the volume of assets
and EBITDA of the entity. It is hereby noted that the Borrower shall not be obligated
to forward such a certificate to the Agent if there are no acquisitions to be
certified. The failure to submit a certificate by the stipulated deadline shall be
interpreted as a declaration by the Borrower that there are no acquisitions that
require certification.






	 	26.3.2.	 	If, pursuant to the terms of section 26.2.1 above, it were necessary to incorporate
additional Guarantors, the Borrower undertakes to ensure that such additional
Guarantors provide guarantees in identical terms to those established in Stipulation
26.1 and that they assume the rest of the obligations inherent to the status of
Guarantor in accordance with the Financing Documents, by executing the corresponding
Guarantor Accession Deed.






To this end, the Borrower shall require the additional Guarantors to appear before a
notary public to formalise the guarantee by executing the pertinent Guarantor
Accession Deed within ten (10) Business Days of the date on which the audited
Consolidated Annual Financial Statements referred to in part 22.1.1 are delivered to
the Agent.




The Lenders, insofar as possible, specifically authorise the Agent, acting on their
behalves, to accept the constitution of the guarantee referred to above (including
the guarantee furnished by Matchmind) by means of the execution of the Guarantor
Accession Deed. Any of the Lending Entities which cannot empower the Agent in
agreement with the provisions of this Clause undertakes to (i) grant a specific
Notarised power of Attorney to the Agent when applicable, or (ii) appear together
with the Agent and the Borrower before the relevant Notary for the purposes of
executing any Guarantor Accession Deed.




The Borrower undertakes to deliver to the Agent simultaneously with the execution of
each Guarantor Accession Deed a legal opinion in relation to each new Guarantor
issued by a legal expert approved by the Agent, the format of which should be
substantially similar to the model provided prior to the Original Signing Date for
the initial Guarantors.




	 	26.3.3.	 	Except as regards the guarantee constituted by Telvent Export and the one furnished
by Matchmind (to which the terms of this clause shall not apply), the guarantees
provided by the Guarantors shall be automatically extinguished in their entirety if a
percentage of their shares is sold to a third party or in the event of a





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business reorganisation of the kind described in section 22.2.14, provided that the
Borrower can prove to the satisfaction of the Majority of Creditor Organisations that
remaining Guarantors, along with the Borrower, jointly contribute at least 85% of the
consolidated EBITDA, 85% of Total consolidated Assets and, thirty (30) days following
the Novation Signing Date, 85% of consolidated Sales (adjusted to subtract EBITDA,
Total Asserts and Sales of Project Companies and Non-resource Assets).




Notwithstanding the automatic extinguishment of the guarantee under the circumstances
mentioned, the Agent, acting on behalf of the Lenders, shall sign within thirty (30)
Business Days from the date of the notice by the Borrower or the Guarantee in
question of the event which gave rise to the extinguishment of the guarantee, any and
all documents as may be required to formalise the extinguishment




The Lenders, insofar as possible, expressly authorise the Agent to execute on their
behalves any and all documents as may be necessary to formalise the aforementioned
extinguishment. Any of the Lending Entities which cannot empower the Agent in
agreement with the provisions of this Clause undertakes to (i) grant a specific
Notarised power of Attorney to the Agent when applicable, or (ii) appear together
with the Agent and the Borrower before the relevant Notary for the purposes of
executing any documents needed to execute the abovementioned extinguishment.



PART SIX – EXECUTION





	27.	 	EXECUTION OF THE FINANCING CONTRACT






	 	27.1.	 	Determining the liquid amount






In the event of the partial or complete termination or expiration of this Contract, the
Agent or the Lender, acting separately, shall liquidate the accounts mentioned in
Stipulation 20. It is hereby agreed, for the purposes of the provisions of Articles 571 et
seq. of the Civil Procedure Law, that the account balance shown on the certification issued
by the Agent or the Lender, acting separately shall be the liquid, due and payable balance
for payment purposes and for the purposes of execution and claims brought in or out of
court, and this may be claimed in accordance with the procedure set forth in the
aforementioned law. The balance thus certified may be used in court and shall be effective
for all legal purposes, provided that there is an official document stating that the
liquidation as set forth in section 2 of Article 572 of the aforementioned law has been
calculated in the manner agreed by the parties to this Contract and that the balance
coincides with that shown on the Borrower’s books in relation to each one of the Tranches of
Financing referred to in Stipulation 20 above.




Settlements mentioned in the paragraph above may include all items or solely a part thereof,
in accordance with the provisions of Article 573.3 of the Civil Procedure Law, without this
involving a waiver of any amounts owed by the Borrower by virtue of this Agreement.




	 	27.2.	 	Execution procedure and modalities: general and special






The Lenders may use any executions procedures and modalities as are admissible under the law
in respect of the guarantees or in respect of the Borrower’s assets.




	 	27.3.	 	Address for execution






For execution purposes, the Borrower’s address for notices and summonses shall be that
indicate din Stipulation 28.1.



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PART
SEVEN – MISCELLANEOUS





	28.	 	MISCELLANEOUS STIPULATIONS






	 	28.1.	 	Notices and addresses






Any notice or correspondence that must be sent by the parties to one another under this
Contract shall be sent in writing to the address shown in this Stipulation by post, telefax
or any other medium, although it shall only be assumed that the addressee has received it if
there is indubitable proof of delivery.




To this end, the parties have given the following addresses, telefax numbers and the name or
title of the persons to whom such correspondence should be addressed and, inasmuch as the
Lenders are concerned, the accounts into which the payments should be made.




For the Borrower and the Guarantors:




Address:
Calle Valgrande 6 - Alcobendas (Madrid),




Attention: Luis Miguel Martínez Jurado




Telephone: 902 33 55 99




Fax: 91 714 70 72




Email: luis.martinez@telvent.com




For Lenders:




Caja Madrid




Address:
Torre Caja Madrid - Paseo de la Castellana 189, 4a planta. 28045 Madrid




Attention: Ana del Pozo




Telephone: 91 423 96 26




Fax: 91 423 97 27




Email: apozoher@cajamadrid.es




ING




Address:
Génova 27 - 3a planta, 28004 Madrid




Departamento Credit & FM Support




Attention: Mercedes Martínez / Buensuceso Vergel




Telephone: 91 789 89 72 / 91 789 89 87




Fax: 91 417 82 11




Email: credit-fmsupport@ing.be




For operational matters




Address: Avenida Diagonal 621-629, 08028 Barcelona




Attention of: Pascual Gil Sorbías / Carlos Farrés Pinos




Telephone: 93 404 70 57 / 93 404 69 68




Fax: 93 404 64 66 / 93 404 67 94



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Email: pgil@lacaixa.es / cfarres@lacaixa.es




For other issues:




Address:
Avenida Diagonal 662, Planta 2, 08034 Barcelona





Attention
of:  Thomas Getz / Middle Office Corporativa (Nuria Ruiz)




Telephone:
93 404 81 65 / 93 404 80 92




Fax: 93 205 55 45




Email: togetz@lacaixa.es / middle.office.corporativa@lacaixa.es




However, the parties may at any time change these addresses and accounts, giving the other
party five (5) days of advance notice.




	 	28.2.	 	Novation






Neither one of the parties may allege the novation of this Contract if it is not
specifically set out in a document signed by the other party.



29. LEGISLATION AND JURISDICTION





	 	29.1.	 	Applicable Law






This Contract shall be governed by Spanish law.




	 	29.2.	 	Jurisdiction






The parties, expressly waiving any other venue, agree to be bound by the courts and
tribunals of Madrid.




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