First Amendment to Registration Rights Agreement
EXHIBIT 4.3
First Amendment to Registration Rights Agreement
This FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (the “Amendment”), is dated as of
October 9, 2009, by and among Telvent GIT, S.A., a sociedad anonima organized under the laws of
the Kingdom of Spain, with headquarters located at Xxxxxxxxx, 0, 00000 Xxxxxxxxxx, Xxxxxx, Xxxxx
(the “Company”), Telvent Corporation, S.L., a sociedad de responsibilidad limitada
organized under the laws of the Kingdom of Spain (“Telvent Corp”) and Abengoa,
S.A., a socieded anonima organized under the laws of the Kingdom of Spain (the “Parent”).
W I T N E S S E T H :
WHEREAS, the Company, Telvent Corp, and the Parent are parties to that certain Registration
Rights Agreement, dated as of October 1, 2009 (the “Original Agreement”), relating to the
registration by the Company of 4,800,000 ordinary shares of the Company, nominal value € 3.00505
per share, held by Telvent Corp; and
WHEREAS, the Company, Telvent Corp, and the Parent desire to amend the Original Agreement to
reduce the number of Registrable Shares covered thereby and to make certain other changes thereto;
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained,
the parties hereby agree to amend the Original Agreement as follows:
1. Definitions. Capitalized terms used herein and not defined shall have the meanings
ascribed to them in the Original Agreement.
2. Amendment to Original Agreement.
2.1 Recital C of the Original Agreement is hereby amended by the deletion thereof in its
entirety and the substitution therefor of the following:
C. Telvent Corp has requested the Company to provide certain registration
rights under the Securities Act of 1933, as amended (the “1933 Act”) and
applicable state securities laws with regard to 4,192,374 of the Shares (the
“Registrable Shares”).
2.2 Section 7 of the Original Agreement is hereby amended by the deletion of the
second sentence thereof in its entirety and the substitution therefor of the following:
This Agreement shall terminate upon the sale by Telvent Corp of all of the Registrable
Shares (or the earlier election by the Underwriters not to purchase the Optional Shares),
except for the provisions of Section 4.1 (Expenses), which shall remain in effect until such
time as Telvent has received from Parent all expenses owed under such section, and except
for the provisions of Section 5 (Indemnification), which shall remain in effect
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until such time as any applicable statute of limitations with respect to any liabilities
under U.S. federal securities laws with respect to the registration of the Registrable
Shares has expired.
3. Effect of Amendment. Except as expressly amended in this First Amendment, the Original
Agreement shall remain in full force and effect as originally adopted and executed by the parties
hereto.
IN WITNESS WHEREOF, the Company, Telvent Corp and Parent have caused their respective
signature page to this First Amendment to Registration Rights Agreement to be duly executed as of
the date first written above.
Telvent GIT, S.A. | ||||
/s/ Xxxxxx Xxxxxxx | ||||
Title: Chief Executive Officer | ||||
Telvent Corporation, S.L. | ||||
/s/ Xxxxxx Xxxxx Xxxxxxx-Xxxxxxx | ||||
Title: Attorney in fact | ||||
Abengoa, S.A. | ||||
/s/ Xxxxxx Xxxxx Xxxxxxx-Xxxxxxx | ||||
Title: Attorney in fact |
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