Exhibit 4.17

    

     

    

    
      
        ABENGOA YIELD PLC,

        AS ISSUER

        

        

        ABENGOA CONCESSIONS PERU S.A.

        ABENGOA SOLAR US HOLDINGS INC.

        ABENGOA SOLAR HOLDINGS USA INC.,

        ABENGOA CONCESSIONS INFRASTRUCTURES, S.L.U.

        ACT HOLDING, S.A. DE C.V.,

        AS GUARANTORS

        

        

        ABENGOA SOLAR SOUTH AFRICA PROPRIETARY LIMITED,

        AS ADDITIONAL GUARANTOR

        

        

        THE BANK OF NEW YORK MELLON,

        AS TRUSTEE, REGISTRAR, PAYING AGENT AND TRANSFER AGENT

         

          

        AND

         

          

        THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A.,

        AS LUXEMBOURG PAYING AGENT AND LUXEMBOURG TRANSFER AGENT

        

        

        Second Supplemental Indenture

        

        

        Dated as of December 11, 2015

        

        

        $255,000,000

        7.000% Senior Notes due 2019

        

        

        
          
            


        

        
        SECOND SUPPLEMENTAL INDENTURE (this “Supplemental






                Indenture”), dated as of December 11, 2015, among Abengoa Yield plc, incorporated as a public limited company under the laws of England and Wales (the “Issuer”),






            Abengoa Concessions Peru S.A., Abengoa Solar US Holdings Inc., Abengoa Solar Holdings USA Inc., Abengoa Concessions Infrastructures, S.L.U. and ACT Holding, S.A. de C.V. (together, the “Guarantors”), Abengoa Solar South Africa Proprietary Limited (registration number 2010/000528/07), a company incorporated under the laws of the Republic of South Africa (the “Additional Guarantor”), The Bank of New York Mellon as Trustee (the “Trustee”), as registrar (the
            “Registrar”), as paying agent (the “Paying Agent”) and as transfer
            agent (the “Transfer Agent”), and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg paying agent and Luxembourg transfer agent (the “Luxembourg Agent” and, collectively, the “Agents”).

        

        

        W I T N E S S E T H

        

        

        WHEREAS, the Issuer has heretofore executed and delivered to The Bank of New York Mellon, as trustee, an indenture (the “Original Indenture”), dated as of November 17, 2014 providing for the issuance of U.S.$255,000,000 7.000% Senior Notes due 2019 (the “Notes”);

        

        

        WHEREAS, on July 29, 2015, the Issuer, certain Guarantors named therein, the Trustee and the Agents entered into a first
            supplemental indenture (the “First Supplemental Indenture” and together with the Original Indenture, the “Indenture”);

        

        

        WHEREAS, Section 10.08(ii) of the Indenture provides that the Issuer shall procure that each of its Subsidiaries that
            becomes a guarantor of Issuer Indebtedness after the Issue Date become a Guarantor; and

        

        

        WHEREAS, Section 9.01(vi) of the Indenture provides that the Issuer, the Guarantors and the Trustee may modify, amend or
            supplement the Indenture to add a Guarantor under the Indenture without the consent of any Holder of the Notes;

        

        

        NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is
            hereby acknowledged, the Issuer, the Guarantors, the Additional Guarantor and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

        

        

        1.   CAPITALIZED TERMS. Capitalized terms used herein without definition
            shall have the meanings assigned to them in the Indenture.

        

        

        2.   AGREEMENT TO GUARANTEE. The Additional Guarantor hereby agrees to
            become a Guarantor of the Issuer’s obligations under the Indenture on the terms set out in the Indenture, including but not limited to Article Ten thereof. Notwithstanding the Additional Guarantor’s assumption of all obligations and liabilities
            of a Guarantor under the Indenture, the Additional Guarantor’s performance obligations under the Indenture shall not exceed the Additional Guarantor’s net asset value.

        

        

        3.   EFFECT OF SUPPLEMENTAL INDENTURE. This Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Indenture and, as provided in the Indenture, this Supplemental Indenture forms a
            part thereof.

        

        

        4.   NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS. No director, officer, employee, incorporator or stockholder of the Issuer or any Guarantor, as such, shall have any liability for any obligations of the Issuer or
            the Guarantors under the Notes, the Indenture, this Supplemental Indenture, the Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting to hold a Note shall
            waive and release all such liability. The waiver and release shall be part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under U.S. federal securities laws.

        

        

        
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        6.   GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE, THE NOTES AND THE GUARANTEES SHALL BE GOVERNED BY
            AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

        

        

        7.   COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the
            same agreement.

        

        

        8.   EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect
            the construction hereof.

        

        

        9.   THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for
            or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuer and the Guarantors party hereto.

        

        

        [Remainder of page intentionally left blank.]

        

        

        
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        IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
            executed as of the date first above written.

         

          

        
          	
                   

                	ABENGOA YIELD PLC
	
                   

                	as Issuer
	
                   

                	
                   

                
	
                   

                	By:	/s/ Santiago Seage	 
	
                   

                	Name:	Santiago Seage
	 	Title:	Managing Director 


          

          

          	
                   

                	By:	

                	 
	
                   

                	Name:
	
                   

                	Title:


        

        

        

        
          
            	
                     

                  	
                    ABENGOA CONCESSIONS PERU S.A.

                    

                  
	
                     

                  	as Guarantor

                  
	
                     

                  	

                  
	
                     

                  	By:	/s/ Santiago Seage	 
	
                     

                  	Name:

                  	Santiago Seage
	
                     

                  	Title:

                  	Representative

                  


          

        

        

        

        
          	
                   

                	By:	 	 
	
                   

                	Name:
	
                   

                	Title:


        

        

        

        
          
            
              	
                       

                    	
                      ABENGOA SOLAR US HOLDINGS INC.

                      

                    
	
                       

                    	as Guarantor

                    
	
                       

                    	

                    
	
                       

                    	By:	/s/ Santiago Seage	 
	
                       

                    	Name:

                    	Santiago Seage
	
                       

                    	Title:

                    	Representative


            

          

        

        

        

        
          
            	
                     

                  	By:	 	 
	
                     

                  	Name:
	
                     

                  	Title:


          

        

        

        

        
          [Signature page to 2019 Notes Supplemental Indenture]

        

        

        

        
          
            


        

        
          
            
              
                
                  	

                        	
                          ABENGOA SOLAR HOLDINGS USA INC.

                          

                        
	
                           

                        	as Guarantor

                        
	
                           

                        	

                        
	
                           

                        	By:	/s/ Santiago Seage	 
	
                           

                        	Name:

                        	Santiago Seage
	
                           

                        	Title:

                        	Representative


                

              

              

              

              
                
                  	
                           

                        	By:	 	 
	
                           

                        	Name:	

                        
	
                           

                        	Title:	

                        


                

              

              

              

            

            
              
                
                  	
                           

                        	
                          ABENGOA CONCESSIONS INFRASTRUCTURES, S.L.U.

                          

                        
	
                           

                        	as Guarantor

                        
	
                           

                        	

                        
	
                           

                        	By:	/s/ Santiago Seage	 
	
                           

                        	Name:

                        	Santiago Seage
	
                           

                        	Title:

                        	Representative


                

              

              

              

              
                
                  	
                           

                        	By:	 	 
	
                           

                        	Name:	

                        
	
                           

                        	Title:	

                        


                

              

            

          

        

        
          

          

          
            
              	
                       

                    	
                      ACT HOLDING, S.A. DE C.V.

                      

                    
	
                       

                    	as Guarantor
	
                       

                    	

                    
	
                       

                    	By:	/s/ Carlos Colon Lasso de la Vega	 
	
                       

                    	Name:

                    	Carlos Colon Lasso de la Vega

                    
	
                       

                    	Title:

                    	Representative


            

          

          

          

          
            
              	
                       

                    	By:	 	 
	
                       

                    	Name:	

                    
	
                       

                    	Title:	

                    


            

          

          

          

        

        
          
            [Signature page to 2019 Notes Supplemental Indenture]

          

        

        

        

        
          
            


        

        
          
            
              
                	
                         

                      	
                        ABENGOA SOLAR SOUTH AFRICA PROPRIETARY LIMITED

                        

                      
	
                         

                      	as Additional Guarantor
	
                         

                      	

                      
	
                         

                      	By:	/s/ David Esteban Guitard	 
	
                         

                      	Name:

                      	David Esteban Guitard

                      
	
                         

                      	Title:

                      	Director

                      


              

            

            

            

            
              
                	
                         

                      	By:	 	 
	
                         

                      	Name:	

                      
	
                         

                      	Title:	

                      


              

            

            

            

          

        

        
          
            
              	

                    	
                      THE BANK OF NEW YORK MELLON

                      

                    
	
                       

                    	as Trustee, Registrar, Paying Agent and Transfer Agent

                    
	
                       

                    	

                    
	
                       

                    	By:	

                    	 
	
                       

                    	Name:

                    	

                    
	
                       

                    	Title:

                    	

                    


            

          

          

          

        

        
          
            
              
                	

                      	
                        THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A.

                        

                      
	
                         

                      	as Luxembourg Paying Agent and Luxembourg Transfer Agent

                      
	
                         

                      	

                      
	
                         

                      	By:	

                      	 
	
                         

                      	Name:

                      	

                      
	
                         

                      	Title:

                      	

                      


              

            

            

            

          

        

        
          
            
              [Signature page to 2019 Notes Supplemental Indenture]

            

          

        

        

        

      

      
        
          


      

      
        
          
            	

                  	
                    THE BANK OF NEW YORK MELLON

                    

                  
	
                     

                  	as Trustee, Registrar, Paying Agent and Transfer Agent

                  
	
                     

                  	

                  
	
                     

                  	By:	/s/ Teresa Wyszomierski	 
	
                     

                  	Name:

                  	
                    Teresa Wyszomierski

                      

                  
	
                     

                  	Title:

                  	Vice President


          

        

        

        

        
          
            	

                  	
                    THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A.

                    

                  
	
                     

                  	as Luxembourg Paying Agent and Luxembourg Transfer Agent

                  
	
                     

                  	

                  
	
                     

                  	By:	/s/ Teresa Wyszomierski	 
	
                     

                  	Name:

                  	Teresa Wyszomierski
	
                     

                  	Title:

                  	Vice President and Attorney-In-Fact

                    


          

        

        

          
            
              
                [Signature page to 2019 Notes Supplemental Indenture]