Exhibit 4.20

  

  
     

    EXECUTION VERSION

     

    FIFTH AMENDMENT TO CREDIT AND GUARANTY AGREEMENT, dated as of December 3, 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 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").

    

    

    WHEREAS, the Borrower has requested the Administrative Agent, the Lenders and L/C Issuers to amend certain provisions of the Credit Agreement, to increase the Letter of Credit Sublimit, and the Lenders and L/C Issuers
      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 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, 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) 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.

     

    

    ARTICLE II

     

    AMENDMENT TO CREDIT AGREEMENT

     

    Section 2.1           Amendment to Credit Agreement. The parties hereto hereby agree that, effective as of the Amendment No. 5 Effective Date (as defined below),

     

    
      (a)          Section 1.01 of the Credit Agreement is hereby amended by,

    

     

    (i)           Adding the definition of the following terms in the corresponding alphabetical order:

    

    

    ““Amendment No. 5 Effective Date” shall have the meaning ascribed to such term in the Fifth Amendment to Credit and Guaranty Agreement.

     

    
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    “Fifth Amendment to Credit and Guaranty Agreement” means the Fifth Amendment to Credit and Guaranty Agreement, dated as of December 3, 2020, among the Borrower, the Guarantors, the Lenders, the
      L/C Issuers and the Administrative Agent.”

    

    

    (ii)          Replacing the definition of the term “Letter of Credit Sublimit” in its entirety with the following:

     

    “Letter of Credit Sublimit” means an amount equal to U.S.$100,000,000. The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Commitments.”

    

    

    ARTICLE III

    

    

    

    CONDITIONS TO EFFECTIVENESS

     

    Section 3.1           Conditions to Effectiveness. This Amendment shall become effective on the date on which the Administrative Agent has received a true, correct and complete copy of this Amendment, duly
      executed and delivered by a duly authorized officer of each party hereto (such date, the "Amendment No. 5 Effective Date").

    

    

    ARTICLE IV

    

     

    REPRESENTATIONS AND WARRANTIES

     

    Section 4.1           Representations and Warranties. Each Loan Party represents and warrants to the Secured Parties as of the Amendment No. 5 Effective Date, that:

     

    (a)          Authorization; No Contravention. The execution, delivery and performance by each Loan Party of this Amendment 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 has been duly executed and delivered by each Loan Party that is party hereto. Subject to the Legal Reservations, this Amendment 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.

     

    

    
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      ARTICLE V

      

      

      

      MISCELLANEOUS

    

     

    Section 5.1           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.

    

    

    Section 5.2           No Waiver; Status of Loan Documents. This Amendment 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 the other Loan Documents are cumulative to, and not exclusive of, any rights or remedies available at equity or law. Nothing in this Amendment shall
      constitute a novation of the Loan Parties' obligations under the Credit Agreement or any other Loan Document.

    

    

    Section 5.3           Amendment. This Amendment 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 5.4          Amendment Binding. This Amendment 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 5.5           Headings. Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in
      interpreting, this Amendment.

    

    

    Section 5.6           Governing Law.

     

    (a)          This Amendment 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 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.

    

    

    
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    Section 5.7           Counterparts. This Amendment may be executed in one or more 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 by e-mail in portable document format (.pdf) or facsimile (with acknowledgment of receipt) or other electronic
      transmission of an executed counterpart of a signature page to this Amendment shall be effective as delivery of an original executed counterpart of this Amendment and the words “execution,” “execute”, “signed,” “signature,” and words of like import
      in or related to any document to be signed in connection with this Amendment shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative
      Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper based recordkeeping system, as the case may be, to the extent and
      as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic
      Transactions Act. The Administrative Agent may, in its discretion, require that any such documents and signatures executed electronically or delivered by fax or other electronic transmission be confirmed by a manually-signed original thereof;
      provided that the failure to request or deliver the same shall not limit the effectiveness of any document or signature executed electronically or delivered by fax or other electronic transmission.

     

    Section 5.8           Loan Document. This Amendment shall constitute a Loan Document.

    

    

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    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 SUSTAINABLE INFRASTRUCTURE PLC (F/K/A 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

          


    

    

    Execution, December 3, 2020

     

    

    
      
        


    

    	 	
            ATLANTICA INFRASTRUCTURES, S.L.U. (F/K/A ABY CONCESSIONS INFRASTRUCTURES S.L.U.),

          
	 	
            as a Guarantor

          
	 	 	 
	 	
            By:

          	/s/ David Esteban
	 	
            Name: David Esteban

          
	 	
            Title: Authorised signatory

          
	 	 	 
	 	
            By:

          	/s/ Carlos Colon
	 	
            Name: Carlos Colon

          
	 	
            Title: Authorised signatory

          


     

    

    Execution, December 3, 2020

     

      

    
      
        


    

    	 	
            ABY CONCESSIONS PERU S.A.,

          
	 	
            as a Guarantor

          
	 	 
	 	
            By:

          	/s/ Antonio Montoya
	 	
            Name: Antonio Montoya

          
	 	
            Title: Authorised signatory

          
	 	 
	 	
            By:

          	/s/ Gracia Candau
	 	
            Name: Gracia Candau

          
	 	
            Title: Authorised signatory

          


     

    

  

  
    Execution, December 3, 2020

    

    

    
      
        


    

    
      	 	
              ACT HOLDING SA. DE C.V.,

            
	 	
              as a Guarantor

            
	 	 
	 	
              By:

            	/s/ Irene Hernandez
	 	
              
                Name: Irene Hernandez

              

            
	 	
              Title: Authorised signatory

            
	 	 
	 	
              By:

            	/s/ Carlos Colon
	 	
              Name: Carlos Colon

            
	 	
              
                Title: Authorised signatory

              

            


    

    

    

    Execution, December 3, 2020

     

      

    
      
        


    

    
      
        	 	
                
                  ASHUSA INC.,

                

              
	 	
                as a Guarantor

              
	 	 
	 	
                By:

              	/s/ Emiliano Garcia
	 	
                
                  Name: Emiliano Garcia

                

              
	 	
                Title: Authorised signatory

              
	 	 
	 	
                By:

              	/s/ Enrique Guillen
	 	
                Name: Enrique Guillen

              
	 	
                
                  Title: Authorised signatory

                

              


      

    

    

    

     Execution, December 3, 2020

      

    

    
      
        


    

    	 	
            ASUSHI INC.,

          
	 	
            as a Guarantor

          
	 	 
	 	
            By:

          	/s/ Emiliano Garcia
	 	Name: Emiliano Garcia
	 	
            Title: Authorised signatory

          
	 	 
	 	
            By:

          	/s/ Enrique Guillen
	 	Name: Enrique Guillen
	 	
            Title: Authorised signatory

          


     

    

    Execution, December 3, 2020

     

    

    
      
        


    

    
      
        	 	
                
                  ATLANTICA INVESTMENTS LIMITED,

                

              
	 	
                as a Guarantor

              
	 	 
	 	
                By:

              	/s/ David Esteban
	 	Name: David Esteban
	 	
                Title: Authorised signatory

              
	 	 
	 	
                By:

              	/s/ Carlos Colon
	 	Name: Carlos Colon
	 	
                Title: Authorised signatory

              


      

      

      

      Execution, December 3, 2020

       

      

    

    
      
        


    

    Signature Page

    Amendment No. 5 to Credit and Guaranty Agreement

    

    

    	 	
            ROYAL BANK OF CANADA,

          
	 	
            as Administrative Agent

          
	 	 
	 	
            By:

          	/s/ Rodica Dutka
	 	
            Name: Rodica Dutka

            

          
	 	
            Title: Manager, Agency

            

          


     

    

    
      
        


    

    Signature Page

    Amendment No. 5 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. 5 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: Executive Director

          
	 	 
	 	
            By: 

          	/s/ Lavinia Macovschi 
	 	
            Name: Lavinia Macovschi 

            

          
	 	Title: Executive Director


     

    

    
      
        


    

    
      Signature Page

      Amendment No. 5 to Credit and Guaranty Agreement

      

      	 	BANCO SANTANDER, S.A, NEW YORK BRANCH

            
	 	
              as Lender

              

            
	 	 
	 	
              By:

            	/s/ Pablo Urgoiti
	 	
              Name: Pablo Urgoiti

              

            
	 	
              Title: Managing Director

            
	 	 
	 	
              By: 

            	/s/ Rita Walz-Cuccioli
	 	
              Name: Rita Walz-Cuccioli

              

            
	 	Title: Executive Director


       

      

    

    
      
        


    

    Signature Page

    Amendment No. 5 to Credit and Guaranty Agreement

     

    

    
      	 	
              NATIONAL BANK OF CANADA,

            
	 	
              as Lender

              

            
	 	 
	 	
              By:

            	/s/ Manny Deol
	 	
              Name: Manny Deol

              

            
	 	
              Title: Managing Director

            


      

    

    
      
        


    

    Signature Page

    Amendment No. 5 to Credit and Guaranty Agreement

    

    

    
      	 	
              JPMORGAN CHASE BANK, N.A.,

              

            
	 	
              as Lender

              

            
	 	 
	 	
              By:

            	/s/ Arina Mavilian
	 	
              Name: Arina Mavilian

              

            
	 	
              Title: Authorized Signatory

            


    

    

    
      
        


    

    Signature Page

    Amendment No. 5 to Credit and Guaranty Agreement

    

    

    	 	
            MUFG BANK, LTD.,

          
	 	
            as Lender

          
	 	 
	 	
            By:

          	/s/ Nietzsche Rodricks
	 	Name: Nietzsche Rodricks
	 	
            Title: Managing Director

          


     

    

    
      
        


    

    Signature Page

    Amendment No. 5 to Credit and Guaranty Agreement

    

    

    	 	
            BANK OF AMERICA, N.A.,

          
	 	
            as Lender

          
	 	 
	 	
            By:

          	/s/ Jennifer Cochrane
	 	
            Name: Jennifer Cochrane

          
	 	
            Title: Vice Preisdent

          


     

    

    
      
        


    

    
      Signature Page

      Amendment No. 5 to Credit and Guaranty Agreement

       

      
        	 	
                
                  BANK OF MONTREAL, LONDON BRANCH,

                

              
	 	
                as Lender

              
	 	 
	 	
                By:

              	/s/ Tom Woolgar	/s/ Scott Matthew
	 	
                
                  Name: Tom Woolgar

                

              	Scott Matthew
	 	
                
                  Title: Managing Director

                

              	Managing Director