Exhibit 4.16

    

    

      
        ABENGOA YIELD PLC,

        AS ISSUER

        

        

        ABENGOA CONCESSIONS PERU S.A.

        ABENGOA SOLAR US HOLDINGS INC.

        ABENGOA SOLAR HOLDINGS USA INC.,

        AS ORIGINAL GUARANTORS

        

        

        ABENGOA CONCESSIONS INFRASTRUCTURES, S.L.U.

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

        AS ADDITIONAL GUARANTORS

        

        

        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

        

        

        First Supplemental Indenture

        Dated as of July 28, 2015

        

        

        $255,000,000

        7.000% Senior Notes due 2019

        

        

        
          
            


        

        
        FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 28, 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. and Abengoa Solar Holdings USA Inc. (together, the “Original Guarantors”), Abengoa Concessions Infrastructures, S.L.U. and ACT
              Holding, S.A. de C.V. (together, the “Additional Guarantors”), 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”).

        

        

        WITNESSETH

        

        

        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, Section 10.08(ii) of the Original 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 9.0l(vi) of the Original
              Indenture provides that the Issuer, the Guarantors and the Trustee may modify, amend or supplement the Original Indenture to add a Guarantor under the Original 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 Original  Guarantors, the Additional Guarantors 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 Original Indenture.

        

        

        2.   AGREEMENT TO GUARANTEE. The Additional Guarantors hereby agree to become Guarantors of the Issuer’s obligations under the Original Indenture on the terms set out in the Original Indenture, including but not limited to
            Article Ten thereof.

        

        

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

        

        

        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.

        

        

        
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        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/ Javier Garoz	 
	
                   

                	Name:

                	Javier Garoz
	
                   

                	Title:

                	Chief Executive Officer

                


          

          

          	
                   

                	By:	 	 
	
                   

                	Name:	

                
	
                   

                	Title:	

                


        

        

        

        
          	
                   

                	
                  ABENGOA CONCESSIONS PERU S.A.

                  

                
	
                   

                	as Original Guarantor

                
	
                   

                	

                
	
                   

                	By:	/s/ Eduard Soler	 
	
                   

                	Name:

                	Eduard Soler
	
                   

                	Title:

                	Attorney In Fact

                


        

        

        
          	
                   

                	By:	/s/ Maria Jorge	 
	
                   

                	Name:	Maria Jorge
	
                   

                	Title:	Attorney In Fact


        

        

        

        
          
            	
                     

                  	
                    ABENGOA SOLAR US HOLDINGS INC.

                    

                  
	
                     

                  	as Original Guarantor

                  
	
                     

                  	

                  
	
                     

                  	By:	/s/ Javier Garoz	 
	
                     

                  	Name:

                  	Javier Garoz
	
                     

                  	Title:

                  	Attorney In Fact


          

        

        

        

        
          
            	
                     

                  	By:	 	 
	
                     

                  	Name:	

                  
	
                     

                  	Title:	

                  


          

        

        

        

        
          [Signature page to 2019 Notes Supplemental Indenture]

        

      

      

      
        
          


      

      
        
          
            
              	
                       

                    	
                      ABENGOA SOLAR HOLDINGS USA INC.

                      

                    
	
                       

                    	as Original Guarantor

                    
	
                       

                    	

                    
	
                       

                    	By:	/s/ Javier Garoz	 
	
                       

                    	Name:

                    	Javier Garoz
	
                       

                    	Title:

                    	Attorney In Fact


            

          

          

          

          
            
              	
                       

                    	By:	 	 
	
                       

                    	Name:	

                    
	
                       

                    	Title:	

                    


            

          

          

          

        

        
          
            
              	
                       

                    	
                      ABENGOA CONCESSIONS INFRASTRUCTURES, S.L.U.

                      

                    
	
                       

                    	as Additional Guarantor

                    
	
                       

                    	

                    
	
                       

                    	By:	/s/ Javier Garoz	 
	
                       

                    	Name:

                    	Javier Garoz
	
                       

                    	Title:

                    	Attorney In Fact


            

          

          

          

          
            
              	
                       

                    	By:	 	 
	
                       

                    	Name:	

                    
	
                       

                    	Title:	

                    


            

          

        

      

      
        

        

        
          
            	
                     

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

                    

                  
	
                     

                  	as Additional Guarantor
	
                     

                  	

                  
	
                     

                  	By:	/s/ Javier Garoz	 
	
                     

                  	Name:

                  	Javier Garoz
	
                     

                  	Title:

                  	Attorney In Fact


          

        

        

        

        
          
            	
                     

                  	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:	 	 
	
                 

              	
                 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]