English translation of SYNDICATED FINANCING AGREEMENT Comprising TRANCHE A (LOAN) Amount: €10,450,000 and TRANCHE B (LOAN) Amount: €47,050,000 between TELVENT GIT, S.A. Borrower ABENGOA, S.A. TELVENT EXPORT, S.L. Guarantors CAJA DE AHORROS Y MONTE DE...

EXHIBIT 4.5

Versión Final

English translation of
SYNDICATED FINANCING AGREEMENT
Comprising

TRANCHE A (LOAN)
Amount: €10,450,000

and

TRANCHE B (LOAN)
Amount: €47,050,000

between

TELVENT GIT, S.A.
Borrower

ABENGOA, S.A.
TELVENT EXPORT, S.L.
Guarantors

CAJA DE AHORROS Y MONTE DE XXXXXX XX XXXXXX
ING BELGIUM S.A., SUCURSAL EN ESPAÑA
Lenders

and

CAJA DE AHORROS Y MONTE DE XXXXXX XX XXXXXX
Agent

Madrid, 12 September 2008

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TABLE OF CONTENTS

1. DEFINITIONS AND INTERPRETATIONS			5
2. GENERAL TERMS			16
3. DRAWDOWN			16
4. MATURITY AND AMORTISATION			17
5. GENERAL TERMS			17
6. DRAWDOWN			18
7. MATURITY AND AMORTISATION			21
8. JOINT REGIME			21
9. INTEREST			22
10. TYPE OF INTEREST			23
11. PAYMENT OF INTEREST			23
12. CALCULATION OF THE TYPE OF INTEREST			23
13. ARREARS INTEREST			26
14. EARLY VOLUNTARY AMORTISATION			26
15. COMPULSORY EARLY AMORTISATION			27
16. CHANGE OF CIRCUMSTANCES			28
17. COMMISSIONS AND EXPENSES			30
18. TAXES			31
19. PAYMENTS AND INDEMNITIES			32
20. ACCOUNTS			34
21. DECLARATIONS OF THE LENDER AND THE GUARANTORS			35
22. OBLIGATIONS			38
23. AGENCY			44
24. ASSIGNMENT			46
25. EARLY TERMINATION			47
26. GUARANTEE			49

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27. EXECUTION OF THE FINANCING CONTRACT			52
28. MISCELLANEOUS STIPULATIONS			53
29. LEGISLATION AND JURISDICTION			54

*  The Appendices to this agreement have not been filed with this agreement. Pursuant to Item 601(b)(2) of Regulation S-K, such documents are immaterial to an investment decision. A copy of any of these omitted documents will be furnished to the Commission by Telvent upon the Commission’s request. 

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FINANCING CONTRACT*

Madrid, 12^th September 2008

This Agreement is signed as a single private agreement to be made public immediately afterwards through a deed authorised by the Madrid Notary, Xxxx Xxxxxxx-Sala Xxxxxxx.

BEFORE ME

On the one hand,

- TELVENT GIT, S.A., a Spanish company with offices in Alcobendas (Madrid), calle Valgrande 6, company tax no. A-8263 1623 and registered at the Madrid Commercial Registry Office on page number 257879 (henceforth indistinctly, the “Company” or the “Borrower”).

It is represented by Xxxx Xxxxxx Xxxxxxxx Xxxxxx, [***] and by Xxxxxxxx Xxxxxxxx Xxxxxxxx, [***], who are duly and sufficiently authorised for this purpose.

On the other hand,

-		ABENGOA, S.A. (henceforth, “Abengoa”), a Spanish company with offices in Seville, Xxxxxxx xx xx Xxxxxxx 0, [***]. It is represented by Xxxxxxx Xxxxx xx Xxxx, [***] who is duly and sufficiently authorised for this purpose.
-		TELVENT EXPORT, S.L. (henceforth, “Telvent Export”) a Spanish company with offices in Alcobendas (Madrid), calle Valgrande 6, [***]. It is represented by Xxxx Xxxxxx Xxxxxxxx Xxxxxx, [***] and by Xxxxxxxx Xxxxxxxx Xxxxxxxx, [***].

Henceforth, and notwithstanding any provisions contained below in this agreement, Abengoa and Telvent Export shall be jointly referred to as “Guarantors”.

And, furthermore,

- The CAJA DE AHORROS Y XXXXX XX XXXXXX (henceforth “Caja Madrid”), a Spanish company with offices in Madrid, Plaza del Celenque 2,

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		[***]. It is represented by Xxxxx Xxxxxxxx Sanz, [***] and Aitor Xxxxxxx Xxxxx Gallareta [***], both duly and sufficiently authorised for the purpose.
-		ING BELGIUM S.A., BRANCH IN SPAIN (henceforth, “ING”), with offices in Xxxxxx, xxxxx Xxxxxx 00, [***]. It is represented by Xxxxxx Xxxxxxxx Xxxxxxxxxx, *** and by Xxxxxxxxxx Xxxx, [***], who are duly and sufficiently authorised for the purpose.

Henceforth and notwithstanding the provisions contained below in this agreement, Caja Madrid and ING 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 Stipulation 23 (on the date of this agreement, Caja Madrid) shall also be referred to as the “Agent”.

DECLARE

I.		The Borrower requires a loan for purchasing, through its own branch, 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 Lending Entities are willing to supply this loan to the Borrower, notwithstanding any subsequent assignments that these entities might make.
III.		The Lending Entities also want 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.
IV.		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 a commercial loan for the sum of fifty-seven million, five hundred thousand Euros (€ 57,500,000), divided into two parts: Tranche A totalling ten million, four hundred and fifty thousand Euros (€10,450,000) and Tranche B totalling forty-seven million and fifty thousand Euros (€ 47,050,000), in accordance with the stipulations 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:

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

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“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 stipulations of this definition (unless the Borrower and Lending Entities agree otherwise).

“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 Sales Agreement after the closure date, and pursuant to which Telvent Export is obliged to supply additional amounts to 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%. This shall be done 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.

“Director Banks” means Caja Madrid and ING.

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

“Commission Letter” means letters of this same date signed by the Borrower and sent to the Agent and Director banks, respectively, which rule the provisions regarding commissions mentioned in subsections 17.1 (Agency Commission) and 17.3 (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 Stipulation 26.2.1, for the period in question, as per the model contained in Annex 2 accompanying this agreement.

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“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 stipulations of this definition (unless the Borrower and Lending Entities agree otherwise).

“Coverage Agreement” means Master Agreements for Financial Transactions and their confirmations, which the Borrower shall sign as per clause 22.2.13.

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

“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 2038-0971-56-6000022660 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 Agreement 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 on which the TARGET2 system is operative.

“Drawdown” means, indistinctly, the single drawdown of funds under Tranche A or B.

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“Loan Documents” means this Agreement, the Coverage Agreement, 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 Sales Agreement) either as a whole or reasonably, which would prevent or considerably delay the completion of the transactions foreseen in the Sales Agreement or would restrict or strongly prejudice the capacity of DTN or any sellers under the 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 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 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 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 date of this Agreement.

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

	(e)		commercial activity, transactions, property and assets, situation (financial or any other type) or Group perspectives (including Project Companies and Acquisition without recourses for these purposes, and only until the date of the first Drawdown) understood as a whole; or
	(f)		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.

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“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).

“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.

“Signing Date” means the date of this Agreement.

“Final Expiry Date of Tranche A” means the 12^th September 2009.

“Final Expiry Date of Tranche B” means the 12^th 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 both Tranche A and B as a whole.

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

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“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 Agreement that guarantee 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 are excluded from this definition.

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

“Amount of Tranche B” means the amount referred to in Stipulation 5.1.

“Amount of Tranche A” means the amount referred to in Stipulation 2.1.

“Total Amount of the Loan” means the global amount of the Loan, that is the joint sum of Sections A and B.

“Counterguarantee Lines” means all guarantees identified on page four of Annex 5 (“Cross-Guarantees with Abengoa”), in which the Borrower jointly and severally guarantees obligations of certain companies belonging to the Abengoa group before the corresponding credit institutions.

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

“Majority of Lending Entities” means Lending Entities who finance the majority of the Loan represents at least 66²/₃% of the Total Amount of the Loan pending amortisation at all times (or, where appropriate, the amount not yet available).

“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

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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 6 of this Agreement.

“Guaranteed Obligations” means the obligations of the Borrower by virtue of this Agreement and in the Coverage Agreement 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.

“Instalments” means all payments that, pursuant to clauses 2.2 and 2.3 of the Telvent Export Sales Agreement, must be made after the closing date of the purchase of DTN Shares.

“Availability Period of Tranche A” means the period between the disposition of the whole Amount of Tranche B and the 31^st January 2009.

“Availability Period of Tranche A” means the period between the Signing date and the 31^st January 2009.

“Interest Period” means, indistinctly, each of the successive periods for creating interest defined in Stipulation 10 concerning the single Drawdown of Sections A and B, respectively.

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

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“SEC” means the North American Securities Exchange Commission.

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

“Termination Events” means any events established in Stipulation 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 19^th 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.

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.

With regard to the Borrower’s Consolidated Financial Statements, “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, 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.

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With regard to the Borrower’s Consolidated Financial Statements, “EBITDA” means the gross positive or negative operating results before amortisation 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.

“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 ending on the 31^st December 2008), 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).

With regard to the Borrower’s Consolidated Financial Statements, “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.

With regard to the Borrower’s Consolidated Financial 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 Guarantors; excluding amounts corresponding to Project Companies or Acquisition without recourses included in such Consolidated Financial Statements.

With regard to the Borrower’s 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 Coverage 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.

With regard to the Borrower’s Consolidated Financial Statements, “Debt Service Coverage 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

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debt Service (expressly excluding major amortisations corresponding to Tranche A 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 amortisations 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 Coverage Ratio, the Debt Ratio, the Interest Coverage Ratio and the Pay-Out Ratio.

“Debt Service” always means Net Financial Expenses, plus ordinary amortisations of the Loan, plus payments for which the Borrower is responsible by virtue of the Coverage Agreement, plus any other amount owed by the latter to the Lending Entities as from the period considered, plus any amortisations of instalments corresponding to leasing transactions processed by the Borrower, plus ordinary amortisations of the Existing Debt (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 traded on the market whenever they have not been issued by any member of the Group, which are evaluated according to their accounting value.

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

1.2 Interpretation

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

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	(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.
	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 stipulations, 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.

PART TWO – TRANCHE A (LOAN)

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2. GENERAL TERMS

2.1 Amount

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).

2.2 Acceptance

The Borrower accepts the commercial loan, related to Tranche A and undertakes to return the principal amount in its possession and pay any interest, commissions, costs, taxes and expenses related to or derived from it.

2.3 Destination

The Borrower shall allocate all available funds related to Tranche A to the purchase of DTN shares.

2.4 Distribution Table

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.

2.5 Acceptance by Lending Entities of their shares

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

3. DRAWDOWN

3.1 Drawdowns

3.1.1 Request. The Borrower may hold the funds related to Tranche A and must send the Agent a timely Request for a Drawdown for this purpose by 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.

	3.1.2		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.
	3.1.3		Drawdown Date. The date designated for delivery of the Drawdown funds by the Lending Entities should be any Working Day included in the Availability Period of Tranche A.

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	3.1.4		Amount and number. Tranche A should be made available through a single Drawdown for the total amount of TEN MILLION FOUR HUNDRED AND FIFTY THOUSAND EUROS (€10,450,000).
	3.1.5		Irrevocability. The Drawdown Request made by virtue of paragraph 3.1.1 above shall be irrevocable once received by the Agent and the Borrower shall be obliged to provide the amount requested according to the date and amounts indicated.
	3.1.6		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.
	3.1.7		Cancellation of amounts not available. After the Availability Period of Tranche A terminates without its Drawdown being completed, Tranche A shall be automatically cancelled and the Agreement shall be rendered null and void.

3.2 Delivery of Funds

	3.2.1		Delivery. The Lending Entities should deposit the amount corresponding to their share of the Drawdown in Tranche A 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.
			The Agent shall deliver the amount received from the Lending Entities to the Borrower on the same day by depositing it in the Payments Account, so that this amount is available to the Borrower on the value-date indicated in the corresponding request for delivery of the Drawdown.
	3.2.2		Requirements. Notwithstanding the above, Lending Entities shall not be obliged to meet any Drawdown Request if (i) the Total Amount of Tranche B has not been provided beforehand; (ii) it has not been completed pursuant to the procedure established in Stipulation 3.1; (iii) no Termination Events have occurred that have not been remedied or consented to by the Lending Entities or which 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 exact with regard to all their material aspects.

4.		MATURITY AND AMORTISATION
		All amounts available under Tranche A 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, 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)

5. GENERAL TERMS

5.1 Amount

The Lending Entities grant the Borrower a commercial loan for a maximum amount of FORTY-SEVEN MILLION AND FIFTY THOUSAND EUROS (€47,050,000).

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5.2 Acceptance

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

5.3 Destination

The Borrower shall allocate all available funds related to Tranche A to the purchase of DTN shares.

5.4 Distribution Table

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

Lender		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.

5.5 Acceptance by Lending Entities of their shares

		Lending Entities accept and assume the amount of each of their respective shares in Tranche B according to the conditions established in this Agreement.
6.		DRAWDOWN

6.1 Drawdowns

6.1.1 Request. The Borrower may hold the funds related to Tranche B 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.

	6.1.2		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.
	6.1.3		Drawdown Date. The date designated for delivery of the Drawdown funds by the Lending Entities should be any Working Day included in the Availability Period of Tranche B.
	6.1.4		Amount and number. Tranche B should be made available through a single Drawdown for the total amount of FORTY-SEVEN MILLION AND FIFTY THOUSAND EUROS (€47,050,000).
	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

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			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.
	6.1.7		Cancellation of amounts not available. After the Availability Period of Tranche B terminates without its Drawdown being completed, Tranche B shall be automatically cancelled and the Agreement shall be rendered null and void.

6.2 Delivery of Funds

	6.2.1		Delivery. The Lending Entities should deposit the amount corresponding to their share of the Drawdown in Tranche B 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.
			The Agent shall deliver the amount received from the Lending Entities on the same day to the Borrower by depositing it in the Payments Account, so that this amount is available to the Borrower on the value-date indicated in the corresponding Drawdown Request.
	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 and costs and expenses incurred from preparing and negotiating this 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); (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)		Copy of the corresponding public deed granted by the Borrower that documents the Increase in Capital, registered at the corresponding Commercial registry Office.
	(b)		Certificate issued by financial entities that act as escrow agents with regard to Increasing Capital and that certify in satisfactory terms for Lending Entities that the former, as a whole, has received the total amount of funds corresponding to the Increase in Capital and Authorised Maximum Available Cash and undertakes to invest such funds only upon payment of the DTN Acquisition Upfront Price.
	(c)		Adhesion to this Agreement through the granting of a Guarantor Deed of Accession of Material Branches and also any other companies belonging to the Group as far necessary for the Grantors (excluding Abengoa and subject to the provisions of Stipulation 26.2.2), together with the Borrower, to represent at least 85% of the Total consolidated Assets and 85% of consolidated EBITDA, in accordance with the provisions of Stipulation 26.2.1.
	(d)		Corporate documentation of the Borrower and the Guarantors:

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	(i)		copies of proxies of people who sign this Agreement and the Guarantor’s Deeds of Accession mentioned in the previous subTranche 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;
	(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;
	(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 this 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.

(e) Legal opinions:

	(i)		legal opinion of the Lending Entities’ legal assessor regarding the validity and enforceability of this Agreement;
	(ii)		legal opinion of legal assessors of the Lending Entities regarding non-Spanish Guarantors, quite similar to the model supplied for this purpose prior to the Signing Date which, however, should include (i) declaration of the choice of the Spanish legislation which rules this 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)		legal opinion of North American legal assessors of the Lending Entities, quite similar to the model supplied for this purpose prior to the Signing Date, confirming that under the DTN Loan there is no type of recourse against the Borrower and Guarantors (once Telvent Export has purchased DTN and in conformity with the terms of the DTN Loan according to its changes as a result of such purchase);

	(f)		Copy of the summary of the Loan Model. This documentation has been delivered to the Agent prior to the Signing Date.
	(g)		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. This documentation has been delivered to the agent prior to the Signing Date.
	(h)		Due diligence on DTN intended for the Lending Entities and provided by KPMG. This documentation has been delivered to the Agent prior to the Signing Date.
	(i)		A signed copy of the Sales Documentation and satisfaction of the Agent regarding its substantial adaptation to the final draft supplied prior to the Signing Date and certification vouching that any condition to which its

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			effectiveness might be subject has been fulfilled, with the exception of payment of the price.
	(j)		A copy of mandatory authorisations issued by authorities for the defence of competition concerning the purchase of DTN by the Borrower.

7.		MATURITY AND AMORTISATION
		The Borrower should amortise the principal capital available related to Tranche B, through successive shares pursuant to the dates and amounts described below:

Amortisation Date		Main subject of amortisation (Euros)
12th September 2009		5,050,000
12th September 2010		10,500,000
12th September 2011		10,500,000
12th September 2012		10,500,000
12th September 2013		10,500,000

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.

PART FOUR – TERMS AND CONDITIONS COMMON TO BOTH SECTIONS

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.

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8.3 Extrajudicial and judicial actions of Lending Entities

Any Lender may act extrajudicially 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:

	8.4.1		Any change or authorisation that implies altering the proportional representation of the Lending Entities.
	8.4.2		Any change or authorisation that implies new or additional obligations for any Lender, unless it has the consent of the Lender or Entities involved.
	8.4.3		Changes to the Total Amount of the Loan, the Final Maturity Date of Tranche A and B and, with regard to Tranche B, changes to the amortisation calendar established in Stipulation 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 Sections A and B 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.

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10. TYPE OF INTEREST

10.1 Interest Periods

In order to calculate interest, the time between the Drawdown and Final Maturity Dates of Sections A and B, respectively, shall be divided into successive Interest Periods, the first day of which shall coincide with the last of the Interest Period immediately before.

	10.1.1		Duration of Interest Periods. 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 termination date of an Interest Period under Tranche A may exceed the Final Maturity Date of this Section, and (ii) the termination dates of Interest Periods under Tranche B must coincide with the amortisation dates established in Stipulation 12 and, in any event, the last Interest Period of Sections A and B must coincide with their Final Maturity Date, although this implies that the duration of such Interest Period must be established in months, weeks and/or days. The Borrower’s ability to choose the duration of the Interest Periods shall be limited in this sense.
	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

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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 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 shall reach TWO POINT TWENTY-FIVE PER CENT (2.25%) on an annual basis. However, such Margin shall be changed, where appropriate, as from the 30^th June 2009, and only concerning the Drawdown made under Tranche B, pursuant to the Debt Ratio based on the procedure described in this Stipulation.

For purposes of the provisions of this Stipulation, the Borrower, along with the annual Consolidated Financial Statements supplied by the Agent in conformity with

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			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, as from the First Interest Period that starts on or after the 30th June 2009 and until the afore-mentioned ratio is recalculated, shall be that indicated in the following table:

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

	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 shall begin to be applied to the Interest 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 complied with. 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.

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	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 Tranche A and/or B, 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 amortisation resulting from the application of this subsection shall be exempt from any commission or penalties.

13. ARREARS INTEREST

13.1 Accrual of arrears interest on the unpaid principal amount

The matured and unpaid principal amount of Tranche A or B 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 AMORTISATION
		Notwithstanding the provisions of Stipulations 4 and 7, the early voluntary amortisation of Sections A and B shall be ruled by the following:

14.1.1 Minimum amount and multiples of early amortisations and proportionality. Except for amortisation of the whole of Tranche A and/or B, early voluntary amortisation

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			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).
	14.1.2		Prior notification of each early amortisation. 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 amortisation 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 amortisation no later than the Working Day following its receipt.
	14.1.4		Absence of commissions for early voluntary amortisation. Early voluntary amortisation shall not accrue commissions for the Lending Entities, notwithstanding the accrual of Breakthrough Costs, where appropriate.
	14.1.5		Amortisation on a non-working day. If any of the amortisation dates is not a Working Day for any reason, either due to it being ordinary or early voluntary amortisation, it shall be understood that this amortisation 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 amortisation notification. Once the notification of early amortisation 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.

15. COMPULSORY EARLY AMORTISATION

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 amortisation 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 amortisation 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 amortisation of the Total Amount of the Loan.
	15.1.3		if the Borrower changes its control pursuant to the provisions of Stipulation 16.5;

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	15.1.4		in case of unforeseen breach of contract pursuant to the provisions of Stipulation 16.2; and
	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 amortisation of the Total Amount of the Loan.

	15.2		Order to invest the amounts intended for early amortisation of the Total Amount of the Loan. In any of the circumstances established in Stipulation 15.1 above, the corresponding amounts shall firstly be intended for early amortisation of the Amount of Tranche A and, only when this has been totally amortised shall the rest of the amounts obtained be used for early amortisation of the Amount of Tranche B.
	15.3		Amortisation date. The Borrower should proceed with the early amortisation 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 amortisation.
	15.4		Linear allocation when each principal amount of Tranche B matures. Any compulsory early amortisations of the Amount of Tranche B shall be proportionally and equally applied to all amortisation quota scheduled pursuant to the provisions of Stipulation 7 above.
	15.5		Prior notification of each early amortisation. 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 amortisation pursuant to the provisions of subsection 15.1 and (ii) have notified the Agent in writing of the origin of this early amortisation 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 amortisation.
	15.6		Communication of the notification by the Lending Entities’ Agent. The Agent shall inform the Lending Entities of the notification of early amortisation no later than the Working Day following its receipt.
	15.7		Irrevocability of the early amortisation notification. Once the notification of early amortisation 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

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			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 Tranche A and/or Tranche B 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 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 Tranche A and/or B pending amortisation 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.
			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 Favourable 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 amortisations 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 amortisation related to Sections A and B, 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

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that a person or entity other than Abengoa, S.A., individually or acting concertedly with others, obtains control of the Borrower after the 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

	17.2.1		The Borrower shall pay Lending Entities an availability commission equivalent to FORTY PERCENT (40%) of the Margin applicable at all times and annually based on the Total Amount of the unused Loan. This shall be accrued on a daily basis as from the Signing Date (inclusive) until the 12th October 2008 and shall be payable on such date.
	17.2.2		In addition, the Borrower shall pay the Lending Entities availability commission equivalent to FIFTY PERCENT (50%) of the Margin applicable at all times and annually based on the Total Amount of the unused Loan. This shall be accrued on a daily basis as from the 13th October 2008 (inclusive) until the date on which (i) the Availability Period of Tranche A terminates, with regard to the unused Amount of Tranche A, and (ii) the Availability Period of Tranche B terminates, with regard to the unused Amount of Tranche A, and this shall be liquidated and payable in calendar quarters matured by the Borrower.

17.3 Structuring commission

The Borrower shall pay Director Entities a structuring commission for distribution amongst Lending Entities, whose conditions are established in a separate letter.

17.4 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

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		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 5^th 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 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.

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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 Tranche A and/or B 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 Tranche A or B, shall be allocated to matured debts in the following order:

	(i)		arrears and ordinary interest;
	(ii)		fees and commissions;

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	(iii)		expenses and taxes;
	(iv)		indemnities and additional compensations foreseen in Stipulation 16;
	(v)		judicial costs; and
	(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 Sections A and B. 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

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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
	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 amortisation 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 two accounts for the Borrower for the financing under this Contract where the drawdowns charged against Tranche A and Tranche B 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 Tranche A and a special account for Tranche B) where it will deposit its participation in the amount of Tranche and Tranche B along with the

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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):

	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 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 date of this Contract, 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.

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	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 2007 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 date of this Contract, there had been no Substantial Adverse Effect on Telvent between 31 December 2007 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 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)

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			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 date of this Contract 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 Counterguaranteed Lines and the rest of the Existing Guarantees described in Appendix 5 and, inasmuch as Abengoa is concerned, other than those described in the audited Financial Statements dated 30 June 2008.
	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.
	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.

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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 (in Abengoa’s case, with the Comisión Nacional del Xxxxxxx de Valores), but in any event within one hundred eighty (180) days, or in de Abengoa’s case within one hundred ninety-five (195) 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 (in Abengoa’s case, to the Comisión Nacional del Xxxxxxx de Valores) and (ii) sixty (60) days, and in Abengoa’s case seventy-five (75) 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).
			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 Attachment 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 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.

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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 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 Date of Signing;
	(ii)		any change to the Borrower’s or Guarantors’ status after the Date of Signing 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

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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.

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 of Articles 90 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,

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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.
	22.2.13		Hedging instrument. Within three (3) months of the Date of Signing, the Borrower shall arrange with the Director Banks, under market conditions, interest rate hedging mechanisms to be valid through the Repayment Date of Tranche B, the notional value of which shall be equivalent to at least 100% of the Total Financing Amount drawn down at any given time.
	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 existe don 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.

22.1.17 Finance and guarantees. Except with regard to Abengoa, to refrain from granting loans, credit, financial guarantee or other guarantees of a personal nature to any person (particularly with regard to any type of financing or other contributions in favour of DTN), except as follows:

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	(i)		The guarantees issued by the Borrower pursuant to the terms of the Counterguarantees Lines (only up to the date on which the Borrower is excluded from them pursuant to the terms of Stipulation 26.1.10);
	(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.

	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 purchase-sale contract. With regard to Telvent Export, to refrain from modifying the terms and conditions of the Purchase-Sale Agreement and from waiving any rights thereunder, except with the prior written consent of the Agent with the agreement of the Majority of Lenders.
	22.2.24		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 Tranche B or

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are reinvested in the Borrower’s business in the terms established in Stipulation 15.1.2.

22.2.25		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 top ay 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.
22.2.26		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.

22.3 Financial obllgations

    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 the amounts invested in other companies as foreseen in the Financial Model and defined therein as Investments in Related Parties, may not exceed TWELVE MILLION EUROS (€12,000,000), 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 Deferred Payments and any additional payments for Adjustments to the Purchase-Sale Price made by Telvent Export during the life of the Financing as stipulated in the Purchase-Sale Agreement 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 to periods covered by the Financial Ratio calculation, certifying compliance once the total Capex figure has been recorded in the corresponding items (including the excess of the limit established herein).

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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
0000		0.00x
0000		0.00x
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.

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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.
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.

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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 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 securitised fund or an entity especially created or used to securitize, assign, mobilise 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.

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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.

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 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.

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	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 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.

25.2 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 data 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.

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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.

SECTION 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.
			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.
	26.1.3		Any claims brought in connection with this guarantee shall be brought by the Agent in the name and on behalf of the Lenders, except under the following circumstances:

(i) generally speaking (and provided that the terms of section (ii) below do not apply), if the Agent fails to comply with the obligation to file the claim

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following the instructions received from the Majority of Lenders, in which case each Lender, acting individually, may file its own claim directly against the Guarantors and

(ii) In the event of the expiration or early termination of the Contract (affecting all of the Lenders or just some of them), in which case each one of the Lenders affects may file its own individual claim against the Guarantors.

The Guarantors shall immediately proceed to pay the amounts claimed by the Agent or by any of the Lenders under this Guarantee within four (4) business days (during which the outstanding amounts shall accrue interest pursuant to the terms of Stipulation 13), as from the receipt by the Guarantor of the notice sent by the Agent or the Lender, depositing the payment into the Agent’s account previously notified to the Guarantor in writing.

26.1.4  The amount payable by the Guarantors shall be the amount of the resulting balance. However, under no circumstances may any amounts be guaranteed under this Stipulation when doing so could result in a violation of the prohibitions against financial assistance established in article 81 of the Public Limited Companies Act.

26.1.5  The rights corresponding to each one of the Lenders under this guarantee shall be proportional to the participation of each one of them in the financing or in the Drawdowns pending repayment.

26.1.6  The Lenders specifically accept the guarantee in the terms and under the conditions established in Stipulation 26.

26.1.7  For the purposes of determining the amounts which may be claimed by the Lenders at any given time under this guarantee, the Guarantors expressly ratify the system for determining the amounts owed by the Borrower set out in Stipulation 26.

26.1.8  This guarantee shall only cease to be valid once the Contract has expired or been terminated and all amounts owed by the Borrower have been paid in full. The fact that the Lenders file a claim under this guarantee shall not restrict their right to subsequent claims as long as the guarantee remains in force.

26.1.9  In any event, any debt emerging in favour of the Guarantors against the Borrower or against the remaining Guarantors as a result of the execution of the guarantee contained in this Stipulation, particularly in virtue of the terms of articles 1.839 and 1.212 of the Civil Code, shall automatically be subordinated to the obligations derived from this Contract.

26.1.10 The guarantee provided by Abengoa as provided for in this Stipulation shall be extinguished automatically as soon as Abengoa certifies, to the satisfaction of the Lenders, the exclusion of the Borrower as a Guarantor from the Counterguaranteed Lines and submits a legal opinion issued by a reputable law firm of their choice confirming, to the satisfaction of the Lenders, the absence of any type of recourse against the Borrower under those lines. Notwithstanding the automatic extinguishment of the guarantee and at Abengoa’s request, the Agent, acting on behalf of the Lenders, shall sign within thirty (30) Business Days from the date of the request, any and all documents as may be required to formalise the extinguishment. The Lenders expressly authorise the Agent to execute on their behalves any and all documents as may be necessary to formalise the aforementioned extinguishment.

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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 and 85% of the consolidated EBITDA.

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.

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.

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The Lenders specifically authorise the Agent, acting on their behalves, to accept the constitution of the guarantee referred to above by means of the execution of the 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 Date of Signing for the initial Guarantors.

26.3.3  Except as regards the guarantee constituted by Telvent Export (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 business reorganisation of the kind described in section 22.2.14, provided that the remaining Guarantors, along with the Borrower, jointly contribute at least 85% of the consolidated EBITDA and the total consolidated assets (consolidated EBITDA and total consolidated assets being understood for these purposes as those resulting from the exclusions established in the first paragraph of section 26.2.2).

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 expressly authorise the Agent to execute on their behalves any and all documents as may be necessary to formalise the aforementioned extinguishment.

SECTION 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 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. 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 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 Tranche of Financing referred to in Stipulation 20 above.

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.

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27.3 Address for execution

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

SECTION 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:		Xxxx Xxxxxx Xxxxxxxx Xxxxxx
		Telephone:		000 00 00 00
		Fax:		00 000 00 00
		Email:		xxxx.xxxxxxxx@xxxxxxx.xxx
		For Lenders:
		Caja Madrid
		Address:		Torre Caja Madrid — Xxxxx xx xx Xxxxxxxxxx 000, 0x planta. 28045 Madrid
		Attention:		Xxx del Xxxx
		Telephone:		00 000 00 00
		Fax:		00 000 00 00
		Email:		xxxxxxxx@xxxxxxxxxx.xx
		ING
		Address:		Génova 27 — 3a planta, 28004 Madrid
				Departamento Credit & FM Support
		Attention:		Xxxxxxxx Xxxxxxxx / Xxxxxxxxxx Xxxxxx

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		Telephone:		00 000 00 00 / 00 000 00 00
		Fax:		00 000 00 00
		Email:		xxxxxx-xxxxxxxxx@xxx.xx

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.

IN WITNESS WHEREOF, the parties have causes this instrument to be signed below in the place and on the date first above written for submission to the notary public who shall place it upon the public record in a deed to be authorised on today’s date by the notary public of Madrid, Xxxx Xxxxxxx-Sala Walther.

TELVENT GIT, S.A.
p.p.
/s/ Xxxx Xxxxxx Xxxxxxxx Xxxxxx Xxxx Xxxxxx Xxxxxxxx Xxxxxx		/s/ Xxxxxxxx Xxxxxxxx Xxxxxxxx Xxxxxxxx Xxxxxxxx Xxxxxxxx
ABENGOA, S.A.
p.p.
/s/ Xxxxxxxx Xxxxx xx Xxxx Xxxxxxx Xxxxx xx Xxxx
TELVENT EXPORT, S.L.
p.p.
/s/ Xxxx Xxxxxx Xxxxxxxx Xxxxxx		/s/ Xxxxxxxx Xxxxxxxx Xxxxxxxx
Xxxx Xxxxxx Xxxxxxxx Xxxxxx		Xxxxxxxx Xxxxxxxx Xxxxxxxx

- 00 -

XXXX XX XXXXXXX X XXXXX XX XXXXXX XX XXXXXX
p.p.
/s/ Xxxxx Xxxxxxxx Sanz		/s/ Aitor Xxxxxxx Xxxxx Gallareta
Xxxxx Xxxxxxxx Sanz		Aitor Xxxxxxx Xxxxx Gallareta
ING BELGIUM S.A., SUCURSAL EN ESPAÑA
p.p.
/s/ Xxxxxx Xxxxxxxx Xxxxxxxxxx		/s/ Xxxxxxxxxx Xxxx
Xxxxxx Xxxxxxxx Xxxxxxxxxx		Xxxxxxxxxx Poos