Exhibit 4.14

    

    

    

    
      Execution Version

      

      

      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.

      

      

      WHEREAS, pursuant to Section 2.14(a) of the Credit
          Agreement, the Borrower has requested the Lenders to increase the Aggregate Commitments by an amount of U.S.$85,000,000 (the “New Commitments”) by (i) allocating a
          portion of the New Commitments equally among the existing Lenders so that the existing Commitment of each such Lender is increased to U.S.$37,500,000 and (ii) allocating the remaining portion of the New Commitments to the New Lender so that the
          Commitment of the New Lender is U.S.$37,500,000, and the Lenders and the New Lender are agreeable to such request upon the terms and subject to the conditions set forth herein.

      

      

      NOW THEREFORE, in consideration of the premises and the agreements, provisions and covenants set forth herein, the parties hereto agree
          as follows:

      

      

      ARTICLE I

      RATIFICATION; DEFINITIONS AND RULES OF CONSTRUCTION

      

      

      Section 1.1        Relation to Credit Agreement; Ratification.  This Amendment and Joinder is entered into in accordance with Section 11.01 of the
          Credit Agreement and constitutes an integral part of the Credit Agreement. Except as amended by this Amendment and Joinder, the provisions of the Credit Agreement are in all respects ratified and confirmed and shall remain in full force and
          effect.

      

      

      Section 1.2        Definitions.  Unless otherwise defined herein, terms defined in the Credit Agreement (as amended by this Amendment and Joinder) are used herein as therein defined, and the rules of interpretation set forth in Section 1.02 of the Credit Agreement shall apply mutatis mutandis to this
          Amendment and Joinder.

      

      

      ARTICLE II

      AMENDMENT TO CREDIT AGREEMENT; ASSIGNMENTS

      

      

      Section 2.1        Amendment to Credit Agreement.  The parties hereto hereby agree that, effective as of the Amendment No. 1 Effective Date (as defined below):

      

      

      (a)       Schedule 2.01 of the Credit Agreement is hereby amended
          by replacing it in its entirety with Annex I hereto; and

      

      

      
        
          


      

      
      (b)       the definition of “Fee Letters” is hereby deleted in
          its entirerity and replaced by the following:

      

      

      “"Fee Letters" means (a) the letter agreement, dated on or
          about the date hereof, among the Borrower and the Joint Lead Arrangers and Joint Bookrunners, (b) the letter agreement, dated on or about the date hereof, between the
          Borrower and the Administrative Agent and (c) any other fee letter entered into among the Borrower and the Joint Lead Arrangers and Joint Bookrunners and/or Lenders."

      

      

      Section 2.2        Assignments.  The Lenders hereby agree to, on the date hereof, assign to the New Lender, and the New Lender hereby agrees to, on the date hereof, purchase from each of the Lenders, at the principal amount
          thereof (together with accrued interest through the date hereof), such interest in the Loans outstanding as of the date hereof determined by the Administrative Agent as necessary in order that, after giving effect to the increase of the Aggregate
          Commitments pursuant to this Amendment and Joinder, such Loans are held by the existing Lenders and the New Lender ratably in accordance with their Commitments after giving effect to this Amendment and Joinder.

      

      

      ARTICLE III

      JOINDER

      

      

      Section 3.1        The New Lender hereby acknowledges, agrees and
          confirms by its execution and delivery of this Amendment and Joinder that, effective as of the Amendment No. 1 Effective Date, the New Lender will be a party to the Credit Agreement, and, from and after the Amendment No. 1 Effective Date, shall
          have all of the obligations of a Lender thereunder as if it had executed the Credit Agreement.  The New Lender hereby ratifies, as of the date hereof, and agrees to be bound by and
            to comply with, all of the terms, provisions and conditions applicable to a Lender contained in the Credit Agreement and each other Loan Document.

      

      

      Section 3.2        The Commitment of the New Lender is
          U.S.$37,500,000.

      

      

      Section 3.3        The New Lender hereby confirms that it has received a copy of the Credit Agreement and each other Loan Document and acknowledges the designation and appointment of the Administrative Agent pursuant to the Credit Agreement
            and Collateral Agent pursuant to the Intercreditor Agreement.

      

      

      Section 3.4        For the purposes of Section 11.02 (Notices;
            Effectiveness; Electronic Communications) of the Credit Agreement the New Lender hereby designates the following address for notices:

       

        

      100 King St W 5th Floor

      Toronto, Ontario

      Attention: Steve Patchet, Elvin Yuen, Heather Sinclair, Dulce Simoes

      Facsimile: 416-3597796

      Telephone: 416-3595890

      Email: steven.patchet@bmo.com, elvin.yuen@bmo.com, 

      Heather.Sinclair@bmo.com, Dulce.Simoes@Bmo.com

      

      

      Section 3.5        Each of the Borrower and the New Lender hereby
          represents to the Secured Parties that the New Lender is an Eligible Assignee.

      

      

      
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      ARTICLE IV

      CONDITIONS TO EFFECTIVENESS

      

      

      Section 4.1        Conditions to Effectiveness.  This Amendment and Joinder shall become effective on the date hereof (the "Amendment No. 1 Effective Date")









          subject to the Administrative Agent having received a true, correct and complete copy of this Amendment and Joinder, duly executed and delivered by a duly authorized officer of each party hereto.

      

      

      ARTICLE V

      REPRESENTATIONS AND WARRANTIES

      

      

      Section 5.1        Representations and Warranties.  Each Loan Party represents and warrants to the Secured Parties, that:

      

      

      (a)       Authorization; No Contravention. The execution, delivery and performance by each Loan Party of this Amendment and Joinder has been duly authorized by all necessary corporate or other organizational action, and do not and
          will not: (i) contravene the terms of any of such Person's Organization Documents; (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (A) any Contractual
          Obligation to which such Person or any of its Subsidiaries is a party or affecting such Person or any of its Subsidiaries or the properties of such Person or any of its Subsidiaries or (B) any order, injunction, writ or decree of any Governmental
          Authority or any arbitral award to which such Person or any of its Subsidiaries or the properties of such Person or any of its Subsidiaries is subject; or (c) violate any Law.

      

      

      (b)       Binding Effect. This Amendment and Joinder has been duly executed and delivered by each Loan Party that is party hereto.  Subject to the Legal Reservations, this Amendment and Joinder constitutes a legal, valid and
          binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms.

      

      

      (c)       Conditions.  The conditions for effectiveness of the New Commitments set forth in Section 2.14(a) (Increase in Commitments) of the
          Credit Agreement have been met.

      

      

      ARTICLE VI

      MISCELLANEOUS

      

      

      Section 6.1        Notices.  All notices, requests and other communications to any party hereto shall be given or served in the manner contemplated in Section
              11.02 of the Credit Agreement.

      

      

      
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      Section 6.2        No Waiver; Status of Loan Documents.  This Amendment and Joinder shall not constitute an amendment, supplement or waiver of any provision of the
            Credit Agreement not expressly referred to herein and shall not be construed as an amendment, supplement, waiver or consent to any action on the part of any party hereto that would require an amendment, supplement, waiver or consent of the
            Lenders except as expressly stated herein. Except as expressly amended, supplemented or waived hereby, the provisions of the Credit Agreement are and shall remain in full force and effect.  No failure or delay on the part of the Lenders in the
            exercise of any power, right or privilege hereunder or under any other Loan Document shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of
            any such power, right or privilege preclude other or further exercise thereof or of any other power, right or privilege. All rights and remedies existing under this Amendment and Joinder and the other Loan Documents are cumulative to, and not
            exclusive of, any rights or remedies available at equity or law.  Nothing in this Amendment and Joinder shall constitute a novation of the Loan Parties' obligations under the Credit Agreement or any other Loan Document.

      

      

      Section 6.3        Amendment.  This Amendment and Joinder may be amended, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or
          termination is sought.

      

      

      Section 6.4        Amendment Binding.  This Amendment and Joinder shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and the respective successors and permitted assigns of the parties
          hereto.

      

      

      Section 6.5        Headings.  Section headings used herein are for convenience of reference only, are not part of this Amendment and Joinder and shall not affect the construction of, or be taken into consideration in
          interpreting, this Amendment and Joinder.

      

      

      Section 6.6        Governing Law.

      

      

      (a)       This Amendment and Joinder shall be governed by, and
          construed in accordance with, the laws of the State of New York.

      

      

      (b)       Each of the undersigned hereto agrees that any dispute
          relating to this Amendment and Joinder shall be determined in accordance with Sections 11.14 and 11.15
          of the Credit Agreement and the provisions of said Sections 11.14 and 11.15 of the Credit
          Agreement are incorporated herein by reference.

      

      

      Section 6.7        Counterparts. This Amendment and Joinder may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken
          together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment and Joinder by e-mail in portable document format (.pdf) or facsimile (with acknowledgment of receipt) will be effective as
          delivery of a manually executed counterpart of this Amendment and Joinder.

      

      

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        Signature Page

        Amendment No. 1 and Joinder to Credit and Guaranty Agreement

      

       

        

      IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered as of the day and year first above written.

      

      

      Yours truly,

      

      

      	 	
              ATLANTICA YIELD PLC,

            	 
	 	
              as the Borrower

            	 
	 	  	 
	 	
              By:

            	/s/ Santiago Seage 

            	 
	 	
              Name: Santiago Seage

            	 
	 	
              Title:  CEO

            	 
	 	  	 
	 	
              By:

            	/s/ Francisco Martinez-Davis 

            	 
	 	
              Name: Francisco Martinez-Davis

            	 
	 	
              Title: CFO

            	 
	 	  	 
	 	
              ABY CONCESSIONS

            	 
	 	
              INFRASTRUCTURES S.L.U.,

            	 
	 	
              as a Guarantor

            	 
	 	  	 
	 	
              By:

            	/s/ David Esteban Guitard	 
	 	
              Name: David Esteban Guitard

            	 
	 	
              Title: Representative

            	 
	 	  	 
	 	
              By:

            	/s/ Carlos Colon Lasso de la Vega	 
	 	
              Name: Carlos Colon Lasso de la Vega

            	 
	 	
              Title: Representative

            	 


      

      

      
        
          


      

      
        Signature Page

        Amendment No. 1 and Joinder to Credit and Guaranty Agreement

         

          

      

      	 	
              ABY CONCESSIONS PERU S.A.,

            	 
	 	
              as a Guarantor

            	 
	 	  	 
	 	
              By:

            	/s/ Antonio Merino 

            	 
	 	
              Name: Antonio Merino

            	 
	 	
              Title: Representative

            	 
	 	  	 
	 	
              By:

            	/s/ Gracia Candau Sánchez de Ybargüen	 
	 	
              Name: Gracia Candau Sánchez de Ybargüen

            	 
	 	
              Title: Representative

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

            	 
	 	
              as a Guarantor

            	 
	 	  	 
	 	
              By:

            	/s/ Javier Muro Gagliardi	 
	 	
              Name: Javier Muro Gagliardi

            	 
	 	
              Title: Representative

            	 
	 	  	 
	 	
              By:

            	/s/ Jose Jaime Davila Uribe	 
	 	
              Name: Jose Jaime Davila Uribe

            	 
	 	
              Title: Representative

            	 


      

      

      
        
          


      

      
        Signature Page

        Amendment No. 1 and Joinder to Credit and Guaranty Agreement

         

          

      

      	 	
              ASHUSA INC.,

            	 
	 	
              as a Guarantor

            	 
	 	  	 
	 	
              By:

            	/s/ Emiliano García Sanz	 
	 	
              Name: Emiliano García Sanz

            	 
	 	
              Title:  Representative

            	 
	 	  	 
	 	
              By:

            	/s/ Enrique Guillén	 
	 	
              Name: Enrique Guillén

            	 
	 	
              Title:  Representative

            	 
	 	  	 
	 	
              ASUSHI INC.,

            	 
	 	
              as a Guarantor

            	 
	 	  	 
	 	
              By:

            	/s/ Emiliano García Sanz	 
	 	
              Name: Emiliano García Sanz

            	 
	 	
              Title:  Representative

            	 
	 	  	 
	 	
              By:

            	/s/ Enrique Guillén	 
	 	
              Name: Enrique Guillén

            	 
	 	
              Title:  Representative

            	 


      

      

      
        
          


      

      
        Signature Page

        Amendment No. 1 and Joinder to Credit and Guaranty Agreement

         

          

      

      	 	
              ATLANTICA YIELD SOUTH AFRICA

            	 
	 	
              LIMITED,

            	 
	 	
              as a Guarantor

            	 
	 	  	 
	 	
              By:

            	/s/ David Esteban Guitard	 
	 	
              Name: David Esteban Guitard

            	 
	 	
              Title: Representative

            	 
	 	  	 
	 	
              By:

            	/s/ Carlos Colon Lasso de la Vega	 
	 	
              Name: Carlos Colon Lasso de la Vega

            	 
	 	
              Title: Representative

            	 


      

      

      
        
          


      

      
        Signature Page

        Amendment No. 1 and Joinder to Credit and Guaranty Agreement

         

          

      

      	 	
              ROYAL BANK OF CANADA,

            	 
	 	
              as Administrative Agent

            	 
	 	 	 
	 	
              By:

            	/s/ Susan Khokher	 
	 	
              Name: Susan Khokher

                

            	 
	 	
              Title: Manager, Agency

                

            	 


      

      

      
        
          


      

      
        Signature Page

        Amendment No. 1 and Joinder to Credit and Guaranty Agreement

         

          

      

      	 	
              ROYAL BANK OF CANADA,

            	 
	 	
              as Lender and L/C Issuer

            	 
	 	 	 
	 	
              By:

            	/s/ Frank Lambrinos	 
	 	
              Name: Frank Lambrinos

                

            	 
	 	
              Title: Authorized Signatory

                

            	 


      

      

      
        
          


      

      
        Signature Page

        Amendment No. 1 and Joinder to Credit and Guaranty Agreement

         

          

      

      	 	
              CANADIAN IMPERIAL BANK OF COMMERCE,

            	 
	 	
              LONDON BRANCH,

            	 
	 	
              as Lender and L/C Issuer

            	 
	 	 	 
	 	
              By:

            	/s/ Farhad Merali	 
	 	
              Name: Farhad Merali

                

            	 
	 	
              Title: Authorized Signatory

            	 
	 	 	 
	 	
              By:

            	/s/ Jim King	 
	 	
              Name: Jim King

                

            	 
	 	
              Title: Authorized Signatory

                

            	 


      

      

      
        
          


      

      
        Signature Page

        Amendment No. 1 and Joinder to Credit and Guaranty Agreement

         

          

      

      	 	
              BANCO SANTANDER, S.A.,

            	 
	 	
              as Lender

            	 
	 	 	 
	 	
              By:

            	/s/ Maite Cordon

            	 
	 	
              Name: Maite Cordon

            	 
	 	
              Title: Executive Director

                

            	 
	 	 	 
	 	
              By:

            	/s/ Alejandro de Muns

            	 
	 	
              Name: Alejandro de Muns

            	 
	 	
              Title: Executive Director

            	 


      

      

      
        
          


      

      
        Signature Page

        Amendment No. 1 and Joinder to Credit and Guaranty Agreement

         

          

      

      	 	
              BARCLAYS BANK PLC,

            	 
	 	
              as Lender

            	 
	 	 	 
	 	
              By:

            	/s/ Sydney G. Dennis	 
	 	
              Name: Sydney G. Dennis

                

            	 
	 	
              Title: Director

                

            	 


      

      

      
        
          


      

      
        Signature Page

        Amendment No. 1 and Joinder to Credit and Guaranty Agreement

         

          

      

      	 	
              JPMORGAN CHASE BANK, N.A.,

            	 
	 	
              as Lender

            	 
	 	 	 
	 	
              By:

            	/s/ Juan J. Javellana

            	 
	 	
              Name: Juan J. Javellana

            	 
	 	
              Title: Executive Director

                

            	 


      

      

      
        
          


      

      
        Signature Page

        Amendment No. 1 and Joinder to Credit and Guaranty Agreement

         

          

      

      	 	
              MUFG BANK, LTD.,

            	 
	 	
              as Lender

            	 
	 	 	 
	 	
              By:

            	/s/ Michael T. Merrow	 
	 	
              Name: Michael T. Merrow

                

            	 
	 	
              Title: Director

                

            	 


      

      

      
        
          


      

      
        Signature Page

        Amendment No. 1 and Joinder to Credit and Guaranty Agreement

         

          

      

      	 	
              BANK OF AMERICA, N.A.,

            	 
	 	
              as Lender

            	 
	 	 	 
	 	
              By:

            	/s/ Jerry L. Wells

            	 
	 	
              Name: Jerry L. Wells

            	 
	 	
              Title: Director

                

            	 


      

      

      
        
          


      

      
        Signature Page

        Amendment No. 1 and Joinder to Credit and Guaranty Agreement

         

          

      

      	 	
              BANK OF MONTREAL, LONDON BRANCH

            
	 	
              as New Lender

            	 	 	 
	 	 	 	 	 
	 	
              By:

            	/s/ Rob Yeung

            	 	
              By:

            	/s/ Jeff Couch 

            
	 	
              Name:

            	Rob Yeung	 	
              Name:

            	Jeff Couch
	 	
              Title:

            	Managing Director

            	 	
              Title:

            	Managing Director
	 	 	 	 	 	 
	 	 

            	 	 	 


      

      

      
        
          


      

      Annex I

      SCHEDULE 2.01

      

      

      COMMITMENTS, APPLICABLE PERCENTAGES AND HMRC DT TREATY PASSPORT

      SCHEME INFORMATION

       

        	
                Lender

              	
                Applicable 

                Percentage

              	
                Commitment

              	
                HMRC DT Treaty

                    Passport Scheme

                    Reference Number

              	
                Jurisdiction

                    of Tax

                    Residence

              
	
                ROYAL BANK OF CANADA

              	
                12.50%

              	
                US$37,500,000

              	
                3/R/70780/DTTP

              	
                Canada *

              
	
                CANADIAN IMPERIAL BANK

                OF COMMERCE, LONDON BRANCH

              	
                12.50%

              	
                US$37,500,000

              	
                --

              	
                Canada**

              
	
                BANCO SANTANDER, S.A.

              	
                12.50%

              	
                US$37,500,000

              	
                9/S/267974/DTTP

              	
                Spain

              
	
                BARCLAYS BANK PLC

              	
                12.50%

              	
                US$37,500,000

              	
                --

              	
                United Kingdom *

              
	
                JPMORGAN CHASE BANK, N.A.

              	
                12.50%

              	
                US$37,500,000

              	
                13/M/268710/DTTP

              	
                United

                    States

              
	
                BANK OF

                    AMERICA,

                    N.A.

              	
                12.50%

              	
                US$37,500,000

              	
                13/B/7418/DTTP

              	
                United

                    States

              
	
                MUFG BANK, LTD.

              	
                12.50%

              	
                US$37,500,000

              	
                43/B/322072/DTTP

              	
                Japan*

              
	
                BANK OF MONTREAL, LONDON BRANCH

              	
                12.50%

              	
                US$37,500,000

              	
                3/M/270436/DTTP

              	
                Canada**

              


      

      

      

      * Jurisdiction of Lending Office: New York, USA

      ** Jurisdiction of Lending Office: London, UK