a public limited company registered in England and Wales) 4,408,000 ordinary shares with nominal value of $0.10 per share UNDERWRITING AGREEMENTUnderwriting Agreement • December 10th, 2020 • Atlantica Sustainable Infrastructure PLC • Electric services • New York
The undersigned understands that you propose to enter into an underwriting agreement (the “Underwriting Agreement”) to be dated on or around 9 December 2020 made between you as underwriter (“BofA”) and Atlantica Sustainable Infrastructure plc, a public limited company organised under the laws of England and Wales (the “Company”), relating to: (A) the offering of 4,408,000 new ordinary shares, nominal value $0.10 each (the “Ordinary Shares”), in the Company (the “Public Offering Shares”) to investors (the “Investors”) (the “Public Offering”), which is expected to close on or around 11 December 2020 (the “First Closing Time”); and (B) the placing and issue of 3,496,400 Ordinary Shares (the “AQN Placing Shares” and, together with the Public Offering Shares, the “New Shares”) to a nominee of the Company’s depositary, Computershare Trustee (Jersey) Limited, which will issue depositary receipts to Algonquin Power & Utilities Corp. or a subsidiary thereof (“AQN” and, together with the Investo
DISTRIBUTION AGREEMENTDistribution Agreement • February 28th, 2022 • Atlantica Sustainable Infrastructure PLC • Electric services • New York
Reference is made to the distribution agreement, dated as of February 28, 2022 (the “Distribution Agreement”), by and between Atlantica Sustainable Infrastructure plc, a company registered in England and Wales (the “Company”) and BofA Securities Inc., MUFG Securities Americas Inc. and RBC Capital Markets, LLC.
CREDIT AND GUARANTY AGREEMENT Dated as of May 10, 2018 among ATLANTICA YIELD PLC, as the Borrower, The Guarantors from Time to Time Party Hereto, ROYAL BANK OF CANADA, as Administrative Agent ROYAL BANK OF CANADA CANADIAN IMPERIAL BANK OF COMMERCE,...Credit and Guaranty Agreement • September 5th, 2018 • Atlantica Yield PLC • Electric services • New York
Dated [—], 2014 Abengoa, S.A. and Abengoa Yield plc Right of First Offer AgreementRight of First Offer Agreement • February 28th, 2014 • Abengoa Yield LTD • Electric services • New York
Dated [—], 2014 Abengoa Yield plc and Abengoa Concessions, S.L., as Manager EXECUTIVE SERVICES AGREEMENTExecutive Services Agreement • February 28th, 2014 • Abengoa Yield LTD • Electric services • New York
Now, therefore, in consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows:
ContractIssuance Facility Agreement • November 6th, 2020 • Atlantica Sustainable Infrastructure PLC • Electric services • New York
This Amendment No. 2 to Note Issuance Facility Agreement, dated as of October 23, 2020 (this “Amendment”), is among Atlantica Sustainable Infrastructure plc, a company incorporated in England and Wales with company number 08818211 (the “Company”) and Lucid Agency Services Limited, on behalf of the Required Holders and as agent for the Purchasers (in such capacity, the “Agent”).
ATM PLAN LETTER AGREEMENTAtm Plan Letter Agreement • August 3rd, 2021 • Atlantica Sustainable Infrastructure PLC • Electric services
Atlantica Sustainable Infrastructure plc (the “Company”) intends to establish an “at-the-market program” for an aggregate offering size of up to $150,000,000 (the “ATM Program”), by which the Company may offer and sell its ordinary shares at any time and from time to time through one or more designated sales agents (the “Agent”), through ordinary brokers’ transactions through the NASDAQ Global Select Market (“NASDAQ”) at market prices, in block transactions or as otherwise agreed between the Company and the Agent (each an “ATM Sale”), pursuant to (i) a Distribution Agreement to be entered into with the Agent (the “Distribution Agreement”), (ii) the Company's registration statement on Form F-3 (the “Registration Statement”) and (iii) a related base prospectus and prospectus supplement to be filed with the U.S. Securities and Exchange Commission (together the “Prospectus”).
ContractCredit and Guaranty Agreement • May 9th, 2022 • Atlantica Sustainable Infrastructure PLC • Electric services • New York
SEVENTH AMENDMENT TO CREDIT AND GUARANTY AGREEMENT, dated as of May 5, 2022 (this “Amendment”), among (i) Atlantica Sustainable Infrastructure plc, a company incorporated in England and Wales with company number 08818211, as borrower (the “Borrower”) under the Credit and Guaranty Agreement, dated as of May 10, 2018 (as amended, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”), among the Borrower, the Guarantors (as defined below), the L/C Issuers (as defined below), the lenders party thereto and the Administrative Agent (as defined below), (ii) the guarantors party to the Credit Agreement (the “Guarantors”), (iii) Royal Bank of Canada and Canadian Imperial Bank of Commerce, London Branch, as L/ C Issuers (the “L/C Issuers”), (iv) the lenders party hereto (the “Lenders”), and (v) Royal Bank of Canada, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”.
Dated May 14, 2015 FORM OF REGISTRATION RIGHTS AGREEMENT between ABENGOA YIELD PLC and THE PURCHASER NAMED HEREINRegistration Rights Agreement • July 2nd, 2015 • Abengoa Yield PLC • Electric services • New York
REGISTRATION RIGHTS AGREEMENT, dated as of May 14, 2015 (this “Agreement”) by and among Abengoa Yield plc, a public limited company incorporated under the laws of England and Wales (the “Company”) and the Purchaser set forth on Schedule A attached hereto (the “Purchaser”).
Dated March 28, 2017 REGISTRATION RIGHTS AGREEMENT by and among ACIL LUXCO 1 S.A. ABENGOA S.A. ATLANTICA YIELD PLC and GLAS TRUST CORPORATION LIMITED as SECURITY AGENT on behalf of THE CREDITORSRegistration Rights Agreement • April 12th, 2017 • Atlantica Yield PLC • Electric services • New York
WHEREAS, this Agreement is made in connection with the NM1/3 Common Terms Agreement, expected to be dated on or about the date hereof (as amended, supplemented, restated or otherwise modified from time to time, the “Common Terms Agreement”), entered into by, among others, ACIL Luxco1, ACIL Luxco2 (as defined herein) and ACIL (as defined herein) as obligors, ABG Orphan Holdco S.à r.l. as borrower, the Security Agent and the lenders and noteholders and note trustee named therein.
SHAREHOLDERS’ AGREEMENT of ABENGOA CONCESSOES BRASIL HOLDING S.A. by and among, as Parties Abengoa Construçao Brasil Ltd. Sociedad Inversora Líneas de Brasil S.L. Abengoa Concessions S.L. And, as Intervening and Consenting Party, Abengoa Concessoes...Shareholders Agreement • April 28th, 2014 • Abengoa Yield PLC • Electric services
ENHANCED COOPERATION AGREEMENT – by and among – ALGONQUIN POWER & UTILITIES CORP. ABENGOA-ALGONQUIN GLOBAL ENERGY SOLUTIONS B.V. – and – ATLANTICA YIELD PLC Dated 9 May 2019Enhanced Cooperation Agreement • August 7th, 2019 • Atlantica Yield PLC • Electric services
This ENHANCED COOPERATION AGREEMENT (this “Agreement”) is entered into on 9 May 2019 by and among ALGONQUIN POWER & UTILITIES CORP. (“AQN”), a company incorporated under the federal laws of Canada, ABENGOA-ALGONQUIN GLOBAL ENERGY SOLUTIONS B.V. (“AAGES”), a private company with limited liability incorporated under the laws of the Netherlands and ATLANTICA YIELD PLC (the “Company” or “AY”), a public limited company incorporated and registered in England and Wales. Each of AQN, AAGES and the Company is referred to herein as a “Party,” and together as the “Parties”.
ContractCredit and Guaranty Agreement • November 6th, 2020 • Atlantica Sustainable Infrastructure PLC • Electric services • New York
FOURTH AMENDMENT TO CREDIT AND GUARANTY AGREEMENT, dated as of August 28, 2020 (this "Amendment"), among (i) Atlantica Sustainable Infrastructure plc (f/k/a Atlantica Yield PLC), as borrower (the "Borrower") under the Credit and Guaranty Agreement, dated as of May 10, 2018 (as amended, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the "Credit Agreement"), among the Borrower, the Guarantors (as defined below), the L/C Issuers (as defined below), the lenders party thereto (the "Lenders") and the Administrative Agent (as defined below), (ii) the guarantors party to the Credit Agreement (the "Guarantors"), (iii) Royal Bank of Canada and Canadian Imperial Bank of Commerce, London Branch, as L/C Issuers (the "L/C Issuers"), (iv) the Lenders party hereto and (v) Royal Bank of Canada, as administrative agent for the Lenders (in such capacity, the "Administrative Agent").
VOTING AND TRANSACTION SUPPORT AGREEMENTVoting and Transaction Support Agreement • May 28th, 2024 • Atlantica Sustainable Infrastructure PLC • Electric services • Delaware
THIS VOTING AND TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of May 27, 2024, by and among California Buyer Limited, a private limited company incorporated in England and Wales (“Bidco”), Atlantica Sustainable Infrastructure plc, a public limited company incorporated in England and Wales (the “Company”), Algonquin Power & Utilities Corp., a company incorporated under the federal laws of Canada (“Algonquin”), Liberty (AY Holdings), B.V., a corporation incorporated under the laws of the Netherlands (“AY Holdings”, and together with Algonquin, the “Shareholders” and each a “Shareholder”), direct and indirect shareholders of the Company. Capitalized terms used but not defined herein have the respective meanings given to them in the Transaction Agreement (as defined below).
SHAREHOLDERS AGREEMENT – by and among – ALGONQUIN POWER & UTILITIES CORP. ABENGOA-ALGONQUIN GLOBAL ENERGY SOLUTIONS B.V. – and – ATLANTICA YIELD PLC dated as of 5 March 2018Shareholders Agreement • March 12th, 2018 • Atlantica Yield PLC • Electric services
This SHAREHOLDERS AGREEMENT (this “Agreement”) is made on 5 March 2018 by and among ALGONQUIN POWER & UTILITIES CORP. (“AQN”), a company incorporated under the federal laws of Canada, ABENGOA-ALGONQUIN GLOBAL ENERGY SOLUTIONS B.V. (“AAGES”), a private company with limited liability incorporated under the laws of the Netherlands, and ATLANTICA YIELD PLC (the “Company” or “AY”), a public limited company incorporated and registered in England and Wales. Each of AQN, AAGES and the Company are referred to herein as a “Party,” and together as the “Parties”.
ATLANTICA YIELD PLC AND CERTAIN OF ITS SUBSIDIARIES Senior Floating Rate Notes due 2025Agreement • February 28th, 2020 • Atlantica Yield PLC • Electric services
Atlantica Yield plc, a company incorporated in England and Wales with company number 08818211 (the “Company”) and each of the Guarantors (as defined herein), agrees with each of the Purchasers as follows:
Operation and Maintenance Agreement Between Abengoa Solar España, S.A. and Solaben Electricidad Tres, S.A.Operation and Maintenance Agreement • February 28th, 2014 • Abengoa Yield LTD • Electric services • Madrid
ContractCredit and Guaranty Agreement • February 28th, 2020 • Atlantica Yield PLC • Electric services • New York
THIRD AMENDMENT TO CREDIT AND GUARANTY AGREEMENT, dated as of December 12, 2019 (this “Amendment”), among (i) Atlantica Yield PLC, as borrower (the “Borrower”) under the Credit and Guaranty Agreement, dated as of May 10, 2018 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Guarantors, the L/C Issuers, the Lenders and the Administrative Agent (each as defined below), (ii) the guarantors party to the Credit Agreement (the “Guarantors”), (iii) Royal Bank of Canada and Canadian Imperial Bank of Commerce, London Branch, as L/C Issuers (the “L/C Issuers”), (iv) the lenders party to the Credit Agreement (the “Lenders”) and (v) Royal Bank of Canada, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
AMENDMENT AGREEMENTAmendment Agreement • May 9th, 2022 • Atlantica Sustainable Infrastructure PLC • Electric services • New York
This AMENDMENT AGREEMENT (the “Amendment Agreement”) is dated May 9, 2022 and made between Atlantica Sustainable Infrastructure plc (the “Company”) and BofA Securities Inc., MUFG Securities Americas Inc. and RBC Capital Markets, LLC (the “Agents”).
1.96% Senior Notes due June 20, 2026Atlantica Yield PLC • May 7th, 2020 • Electric services • New York
Atlantica Yield plc, a company incorporated in England and Wales with company number 08818211 (the “Company”) and each of the Guarantors (as defined herein), agrees with each of the Purchasers as follows:
DEEDDeed • April 28th, 2014 • Abengoa Yield PLC • Electric services • England
Dated 28 September 2017 Abengoa, S.A. and Atlantica Yield plc AMENDED AND RESTATED FINANCIAL SUPPORT AGREEMENTFinancial Support Agreement • November 13th, 2017 • Atlantica Yield PLC • Electric services • New York
This Amended and Restated Financial Support Agreement (“Agreement”) is made as of the 28 day of September, 2017 (the “Effective Date”), by and between:
TRANSACTION AGREEMENT by and between CALIFORNIA BUYER LIMITED and ATLANTICA SUSTAINABLE INFRASTRUCTURE PLC dated as of May 27, 2024Transaction Agreement • May 28th, 2024 • Atlantica Sustainable Infrastructure PLC • Electric services • Delaware
THIS TRANSACTION AGREEMENT (this “Agreement”), dated as of May 27, 2024, is by and between California Buyer Limited, a private limited company incorporated in England and Wales (“Bidco”), and Atlantica Sustainable Infrastructure plc, a public limited company incorporated in England and Wales (the “Company” and, together with Bidco, the “Parties” and each a “Party”). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Annex A or as otherwise defined elsewhere in this Agreement.
ContractCredit and Guaranty Agreement • February 28th, 2019 • Atlantica Yield PLC • Electric services • New York
FIRST AMENDMENT AND JOINDER TO CREDIT AND GUARANTY AGREEMENT, dated as of January 24, 2019 (this “Amendment and Joinder”), among (i) Atlantica Yield PLC, as borrower (the “Borrower”) under the Credit and Guaranty Agreement, dated as of May 10, 2018 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Guarantors, the L/C Issuers, the Lenders and the Administrative Agent (each as defined below), (ii) the guarantors party to the Credit Agreement (the “Guarantors”), (iii) Royal Bank of Canada and Canadian Imperial Bank of Commerce, London Branch, as L/C Issuers (the “L/C Issuers”), (iv) the lenders party to the Credit Agreement (the “Lenders”), (v) Royal Bank of Canada, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and (vi) Bank of Montreal, London Branch, as new lender (the “New Lender”) and additional Joint Lead Arranger and Joint Bookrunner.
FORM OF VOTING AND TRANSACTION SUPPORT AGREEMENTForm of Voting and Transaction Support Agreement • May 28th, 2024 • Atlantica Sustainable Infrastructure PLC • Electric services • Delaware
THIS VOTING AND TRANSACTION SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of May __, 2024, by and among California Buyer Limited, a private limited company incorporated in England and Wales (“Bidco”), and the undersigned shareholder (the “Shareholder”) of Atlantica Sustainable Infrastructure plc, a public limited company incorporated in England and Wales (the “Company”). Capitalized terms used but not defined herein have the respective meanings given to them in the Transaction Agreement (as defined below).
RIGHT OF FIRST OFFER AGREEMENTRight of First Offer Agreement • March 12th, 2018 • Atlantica Yield PLC • Electric services • New York
This RIGHT OF FIRST OFFER AGREEMENT (this “Agreement”) is made and entered into as of 5 March 2018, by and between ATLANTICA YIELD PLC (“AY”), a public limited company incorporated and registered in England and Wales, and ALGONQUIN POWER & UTILITIES CORP. (“AQN”), a corporation organized under the federal laws of Canada. Each of AY and AQN are referred to herein as a “Party,” and together as the “Parties.”
Dated [—], 2014 Abengoa, S.A. and Abengoa Yield plc TRADEMARK LICENSE AGREEMENTTrademark License Agreement • February 28th, 2014 • Abengoa Yield LTD • Electric services • New York
Licensor and Licensee are each a “Party”, and collectively, the “Parties”. This Agreement shall become effective upon the closing of the initial public offering of Licensee’s ordinary shares (the “Effective Date”).
12% Call Agreement By and between Abengoa, S.A. and Abengoa Yield plc Dated on December 9, 2014Agreement • December 11th, 2014 • Abengoa Yield PLC • Electric services • New York
Now, therefore, in consideration of the foregoing and the mutual covenants set forth in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree:
ContractNote Issuance Facility Agreement • February 28th, 2022 • Atlantica Sustainable Infrastructure PLC • Electric services • New York
This Amendment No. 1 to Note Issuance Facility Agreement, dated as of March 30, 2021 (this "Amendment"), is among (i) Atlantica Sustainable Infrastructure plc, a company incorporated in England and Wales with company number 08818211 (the "Company"), (ii) Lucid Agency Services Limited, on behalf of the Required Holders and as agent for the Purchasers (in such capacity, the "Agent"), (iii) Atlantica North America LLC ("ANA"), and (iv) Atlantica Newco Limited, a company incorporated in England and Wales with company number 12495091 ("UK Newco" and together with ANA, the "Reference Additional Guarantors").
RIGHT OF FIRST OFFER AGREEMENTRight of First Offer Agreement • March 12th, 2018 • Atlantica Yield PLC • Electric services • New York
This RIGHT OF FIRST OFFER AGREEMENT (this “Agreement”) is made and entered into as of 5 March 2018, by and between ATLANTICA YIELD PLC (“AY”), a public limited company incorporated and registered in England and Wales, and ABENGOA-ALGONQUIN GLOBAL ENERGY SOLUTIONS B.V. (“AAGES”), a private company with limited liability incorporated under the laws of the Netherlands. Each of AY and AAGES are referred to herein as a “Party,” and together as the “Parties.”
Shareholder AgreementShareholder Agreement • August 7th, 2019 • Atlantica Yield PLC • Electric services • British Columbia
This Agreement (as executed and as it may be amended, modified, supplemented or restated from time to time, as provided herein, this “Agreement”), is dated as of May 24, 2019, between
ContractIssuance Facility Agreement • March 29th, 2017 • Atlantica Yield PLC • Electric services • New York
This Amendment No. 1 to Note Issuance Facility Agreement, dated as of March 28, 2017 (this “Amendment”), is among ATLANTICA YIELD PLC, a company incorporated in England and Wales with company number 08818211 (the “Company”), the guarantors party hereto (the “Guarantors”), the entities named on the signature pages hereto as holders (as such term is defined in the NIFA) of the Notes (the “Noteholders”), and ELAVON FINANCIAL SERVICES DAC, UK BRANCH, as agent for the Noteholders (in such capacity, the “Agent”).
Abengoa Yield plc Ordinary Shares Underwriting AgreementUnderwriting Agreement • January 12th, 2015 • Abengoa Yield PLC • Electric services • New York
Abengoa Concessions Investments Limited, a limited company incorporated under the laws of England and Wales (the “Selling Shareholder”) proposes to enter into the transactions prescribed by Section 3 of this Underwriting Agreement, with the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, [—] ordinary shares, $0.10 nominal value per share (the “Shares”), of Abengoa Yield plc, a public limited company incorporated under the laws of England and Wales (the “Company”) (said shares to be sold by the Selling Shareholder being hereinafter called the “Underwritten Shares”). The Selling Shareholder also proposes to grant to the Underwriters an option to purchase up to [—] additional Shares in accordance with the terms set out in Section 3 of this Underwriting Agreement (the “Option Shares” and together with the Underwritten Shares, the “Offered Shares”).
ORDINARY SHARE PURCHASE AGREEMENT by and among ABENGOA YIELD PLC and THE PURCHASER NAMED HEREIN May 8, 2015Share Purchase Agreement • July 2nd, 2015 • Abengoa Yield PLC • Electric services • New York
PURCHASE AGREEMENT, dated as of May 8, 2015 (this “Agreement”), by and among Abengoa Yield plc, a public limited company incorporated under the laws of England and Wales (the “Company”) and the Purchaser listed on Schedule A attached hereto (the “Purchaser”). The Purchaser and the other persons purchasing ordinary shares from the Company pursuant to an ordinary share purchase agreement with the Company dated the date hereof (each such person, an “Other Purchaser” and, together with the Purchaser, the “Private Placement Purchasers”).
Abengoa, S.A. Registration Rights AgreementForegoing Agreement • July 2nd, 2015 • Abengoa Yield PLC • Electric services • New York
Abengoa, S.A., a company incorporated under the laws of the Kingdom of Spain, having its registered office at Campus Palmas Altas, calle Energía, 41014 Seville, Spain (the “Issuer”), proposes to issue and sell to certain managers (the “Managers”) its 5.125% Exchangeable Notes due 2017 (the “Notes”), upon the terms set forth in the Subscription Agreement by and among the Issuer and the Managers, dated as of February 26, 2015 (the “Subscription Agreement”), relating to the subscription (the “Subscription”) of the Notes. In certain circumstances, the Notes will be exchangeable for ordinary shares, par value $0.10 per share (the “Common Stock”), of Abengoa Yield plc, a public limited company incorporated under the laws of England and Wales (the “Company”), in accordance with the terms of the Notes and the Agency Agreement (as defined below). To induce the Managers to enter into the Subscription Agreement and to satisfy their obligations thereunder, the holders of the Notes will have the be
