Global Loan Agency Services Limited 45 Ludgate Hill London EC4M 7JU (the Restructuring Agent and the Common NM1/3 Agent ) 17 March 2017

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1 From: Abengoa, S.A. Campus Palmas Atlas calle Energía Solar nº1, Seville, Spain ( Abengoa ) ABG Orphan Holdco S.à r.l. 19, rue de Bitbourg L-1273 Luxembourg Grand Duchy of Luxembourg (the Company ) To: Global Loan Agency Services Limited 45 Ludgate Hill London EC4M 7JU (the Restructuring Agent and the Common NM1/3 Agent ) 17 March 2017 Dear Sirs, 1 Background and interpretation 1.1 We refer to: the restructuring agreement dated 24 September 2016 (as amended from time to time) between, amongst others, Abengoa, the Original Obligors, the Original Participating Creditors, the Original Intragroup Creditors and the Restructuring Agent (each as defined therein) (the Restructuring Agreement ); and the NM1/3 common terms agreement to be entered into by, amongst others, the Company, Stichting Seville as Parent, Global Loans Agency Services Limited as Facility Agent, Bondholders, S.L. as Note Trustee and the Common NM1/3 Agent (the NM1/3 Common Terms Agreement ). 1.2 Subject to paragraph 1.3 below, terms defined in the Restructuring Agreement shall have the same meaning in this letter, unless otherwise defined or the context otherwise requires. Notwithstanding the foregoing, the term New Money Financing Documentation in this letter shall mean, jointly, the New Money Financing Documentation as defined in the Restructuring Agreement together with all the documentation under which the New Bonding Facilities will be documented. 1.3 Terms defined in the NM1/3 Common Terms Agreement shall have the same meaning in paragraph 3 of this letter, unless otherwise defined or the context otherwise requires. A

2 2 Waiver of certain conditions precedent to the Restructuring Steps Commencement Date 2.1 We refer to the conditions precedent to the Restructuring Steps Commencement Date listed in Schedule 1 (Initial Conditions Precedent) of the Term Sheet. 2.2 Pursuant to paragraph (a) of the definition of Restructuring Steps Commencement Date in the Restructuring Agreement, Abengoa hereby requests that each of the Majority NM1/NM3 Creditors, the Majority NM2 Creditors and the Majority New Bonding Creditors agree to the waiver of the following conditions precedent to the occurrence of the Restructuring Steps Commencement Date: for the purpose of condition 3 of Schedule 1 (Initial Conditions Precedent) of the Term Sheet, the constitutional documents, corporate authorisations (including shareholder approvals as required), powers of attorney and officer s certificates of: (i) (ii) the entities listed in Appendix 1 (Post-Completion Acceding Obligors) to this letter, on the basis that such entities will become security providers and/or guarantors under the New Money Financing Documentation after the Restructuring Completion Date (in accordance with the terms of the New Money Financing Documentation); and the entities listed in Appendix 2 (Non-Acceding Obligors) to this letter, who are intended to be liquidated or sold shortly after the Restructuring Completion Date on the basis that such entities will not become security providers and/or guarantors under the New Money Financing Documentation (subject to and in accordance with the terms of the New Money Financing Documentation); for the purpose of condition 5 of Schedule 1 (Initial Conditions Precedent) of the Term Sheet, any consents required from counterparties, but only in respect of the waivers required in respect of the documentation entered into by any member of the Group or NM1 Group or any member of the ABY group (as set out in condition 36(e) of Schedule 1 (Initial Conditions Precedent) of the Term Sheet), on the basis that (i) part of such waivers have not been granted by the respective counterparties (as set out in paragraph below) and (ii) the provision of the outstanding waivers will become a condition subsequent (in accordance with the terms of the New Money Financing Documentation); for the purpose of condition 6(d) of Schedule 1 (Initial Conditions Precedent) of the Term Sheet, an independent confirmation that the implementation and maintenance of the structure contemplated by the Restructuring will not have an impact on the Viability Plan, only on the basis that Abengoa will instead provide a representation to this effect in the New Money Tranche 2 loan, the New Bonding Facilities agreement and the old money common terms agreements; for the purpose of condition 19 of Schedule 1 (Initial Conditions Precedent) of the Term Sheet, the completion of the listing of any Notes on the regulated or unregulated market of either the Luxembourg or Irish Stock Exchange, only on the basis that: (i) the Notes will be listed in Luxembourg, Ireland or Vienna; and A

3 (ii) the completion of the listing of the Notes will become conditions subsequent (in accordance with the terms of the New Money Financing Documentation); for the purpose of condition 25 of Schedule 1 (Initial Conditions Precedent) of the Term Sheet, satisfactory legal comfort from Mexican counsel to the New Money Financing creditors that no anti-trust clearances are required in Mexico or that any such clearances have been obtained, on the basis that (a) anti-trust clearance is required in Mexico in respect of the transfer of A3T; and (b) such anti-trust clearance will not be received prior to the Restructuring Steps Commencement Date but will become a condition to the A3T First Escrow Release Date (as defined in the NM1/3 Common Terms Agreement) (in accordance with the terms of the New Money Financing Documentation); for the purpose of condition 26(a) of Schedule 1 (Initial Conditions Precedent) of the Term Sheet, the resolution of claims against Abengoa Mexico, S.A. de C.V., on the basis that on 19 December 2016, the courts of Mexico made a declaration of concurso mercantil in respect of Abengoa Mexico, S.A. de C.V. (the Concurso ), and such claims are therefore not yet resolved but will become a condition to the A3T First Escrow Release Date (in accordance with the terms of the New Money Financing Documentation); for the purpose of condition 28 of Schedule 1 (Initial Conditions Precedent) of the Term Sheet, disbursement of New Money Tranche 1, only on the basis that this will not occur until after the Restructuring Steps Commencement Date but prior to the Restructuring Completion Date (and in any event, the cash portion of New Money Tranche 1 will be funded into escrow as a condition precedent to the occurrence of the Restructuring Steps Commencement Date); for the purpose of condition 30 of Schedule 1 (Initial Conditions Precedent) of the Term Sheet, written confirmation that no step has been taken which would be reasonably likely to cause ABY to be subject to the UK Takeover Code, on the basis that ABY will certify that no director is resident in the United Kingdom, Channel Islands or Isle of Man and has stated publicly that it does not believe that the UK Takeover Code applies to it; for the purpose of condition 31 of Schedule 1 (Initial Conditions Precedent) of the Term Sheet, satisfactory repayment or release of indebtedness (including intercompany claims) of A3T only in respect of the intercompany receivable owed by A3T to Abengoa Mexico, S.A. de C.V., on the basis that as a result of the Concurso, it will not be set-off prior to the Restructuring Steps Commencement Date; for the purpose of condition 35 of Schedule 1 (Initial Conditions Precedent) of the Term Sheet, the requirement that Abengoa provide the confirmations listed in paragraphs (a) to (i) of this condition precedent, only in respect of: (i) (ii) SAW, on the basis that Abengoa is no longer the controlling shareholder of SAW; Atacama I, on the basis that Abengoa is no longer the controlling shareholder of Atacama I; A

4 (iii) (iv) ATN3, on the basis that Abengoa is expecting to finalise the sale of ATN3 shortly after the Restructuring Steps Commencement Date (and will therefore no longer be the controlling shareholder of ATN3); and the items set out in Appendix 3 (Key Project Disclosures) to this letter for the purpose of condition 36(a) of Schedule 1 (Initial Conditions Precedent) of the Term Sheet and only in respect of the Group entities listed in Appendix 4 (Group Entities in Insolvency Proceedings) to this letter, other than in respect of the Excluded Entities, successful resolution of any insolvency proceedings in relation to any member of the NM1 Group and Group other than any member of the Group which is assumed to be liquidated in the Business Plan on or before the Restructuring Steps Commencement Date, and only on the basis that such Group entities listed in Appendix 4 (Group Entities in Insolvency Proceedings) to this letter (i) will not have resolved their respective insolvency proceedings prior to the Restructuring Steps Commencement Date; and (ii) are not assumed to be liquidated in the Business Plan prior to the Restructuring Steps Commencement Date; for the purpose of condition 36(b) of Schedule 1 (Initial Conditions Precedent) of the Term Sheet, any consents and waivers (including as to change of ownership) necessary or desirable in connection with the Restructuring have been obtained, only in respect of: (i) (ii) the anti-trust clearance required in Mexico in respect of the transfer of A3T, which will not be obtained before the Restructuring Steps Commencement Date on the basis that obtaining such anti-trust clearance will become a condition to the A3T First Escrow Release Date (in accordance with the terms of the New Money Financing Documentation); and the consents from counterparties in respect of ABY Shares as set out in paragraph below required in respect of documentation entered into by any member of the Group or NM1 Group or any member of the ABY group (as set out in condition 36(e) of Schedule 1 (Initial Conditions Precedent) of the Term Sheet), on the basis that part of such waivers have not been granted by the respective counterparties (as set out in paragraph below); for the purpose of condition 36(c) of Schedule 1 (Initial Conditions Precedent) of the Term Sheet, the management incentive plan only, on the basis that the management incentive plan will be delivered as a conditions subsequent (in accordance with the terms of the New Money Financing Documentation); for the purpose of condition 36(e) of Schedule 1 (Initial Conditions Precedent) of the Term Sheet and only in respect of any documentation relating to Solana, Mojave, Kaxu and ACT, waivers required to remove from any document entered into by any member of the Group or the NM1 Group or any member of the ABY group: (i) any obligation for the Group or the NM1 Group or any member of the Group or the NM1 Group to maintain a minimum level of shareholding in ABY; A

5 (ii) (iii) any prepayment, repurchase or termination event or default, however described, occurring as a result of a failure by the Group or the NM1 Group or any member of the Group or the NM1 Group to have or maintain a minimum level of shareholding in ABY; or any term of any agreement to which any member of the ABY group is a party which has been or could be breached as a result of any events or circumstances relating to a member of the Group or the NM1 Group including, but not limited to, any cross default or cross acceleration provisions or any provisions which might be breached as a result of any member of the Group or the NM1 Group taking any action in relation to insolvency proceedings or any New Money Financing creditor or Old Money creditor enforcing any security in respect of the Group or the NM1 Group, on the basis that (a) the waivers granted by the counterparties to the documentation relating to Solana and Mojave are limited to (i) the transfer of the ABY shares to Orphan Holdco; and (ii) the enforcement of the security over such shares, and therefore do not extend to the sale of the ABY shares; and (b) waivers have not been granted by the counterparties to the documentation relating to Kaxu and ACT, and therefore the receipt of such waivers shall become conditions subsequent (in accordance with the terms of the New Money Financing Documentation); for the purpose of condition 36(f) of Schedule 1 (Initial Conditions Precedent) of the Term Sheet, cancellation of the parent support arrangements in relation to Abengoa Concessoes Brasil Holding S.A. pursuant to which ABY has the right to withhold distributions that would otherwise be payable to members of the Group and/or the NM1 Group by ABY, on the basis that the cancellation of such arrangements will take effect on the Restructuring Completion Date; for the purpose of condition 36(g) of Schedule 1 (Initial Conditions Precedent) of the Term Sheet, except for the transmission lines and contrato de interconexión, evidence that all third party and governmental consents in connection with A3T necessary for the implementation of the NM1 Priority Collateral structure and any enforcement thereof have been obtained, on the basis that such consents will become conditions to the A3T First Escrow Release Date (in accordance with the terms of the New Money Financing Documentation); for the purpose of condition 36(h) of Schedule 1 (Initial Conditions Precedent) of the Term Sheet, evidence that all permits, approvals, licenses, consents and contracts necessary or desirable in order to enable A3T to complete the project and for A3T to be the subject of a disposal in whole or in part are in full force and effect and are not subject to change of control or similar provisions, conditions or requirements, on the basis that such evidence will become a condition to the A3T First Escrow Release Date (in accordance with the terms of the New Money Financing Documentation); for the purpose of condition 36(i) of Schedule 1 (Initial Conditions Precedent) of the Term Sheet, a copy of each material project document and any other contract entered into by A3T and evidence that: A

6 (i) (ii) (iii) the operational date in the gas supply agreement and services agreement entered into between, among others, Abengoa Cogeneración Tabasco, S. de R.L. de C.V. and Petróleos Mexicanos has been extended to at least 31 December 2017; the EPC contract entered into between A3T and members of the Group has been amended to reset the margin to zero, eliminate existing amounts payable by A3T and provide for any future payments to be made directly by A3T to the third party contractor, and such amendments do not have a negative tax impact; and each material project document in respect of which the counterparty is a member of the Group is terminable at the option of the Majority Qualifying NM1 Creditors following an Event of Default or a breach of certain undertakings to be agreed which permit the Majority Qualifying NM1 Creditors (or NM1 Investor Director, if applicable) to appoint a replacement EPC contractor, in each case, at no cost to the NM1 Group and the Majority Qualifying NM1 Creditors are satisfied that they will be able to procure replacement contractors on satisfactory commercial terms, on the basis that: (a) (b) in respect of paragraph (i) above, both the Phase 1 Commercial Operation Date in the Pemex Gas Supply Agreement (as defined in the NM1/3 Common Terms Agreement) and the operational date in the Pemex Services Agreement (as defined in the NM1/3 Common Terms Agreement) have been extended to 1 December 2017; and in respect of paragraphs (ii) and (iii) above, such conditions precedent will become conditions to the A3T First Escrow Release Date (in accordance with the terms of the New Money Financing Documentation); for the purpose of condition 36(m) of Schedule 1 (Initial Conditions Precedent) of the Term Sheet, the constitutional documents of all NM1 Group companies providing that (i) any decision to shift centre of main interests or otherwise establish a place of business in another jurisdiction; or propose a resolution to commence insolvency proceedings, shall require consent of all directors, including the NM1 Investor Director, and (ii) the NM1 Creditors shall be given advance notice of any resolution or steps to commence insolvency proceedings, such provisions to be entrenched through "golden share" arrangements, only on the basis that: (i) (ii) (iii) the "golden share" arrangements will only apply to ACIL, ACIL Luxco 2 and A3T Luxco 2; the NM1 Creditors will be given advance notice of any resolution to shift such entity's centre of main interests or otherwise establish a place of business in a jurisdiction other than its Original Jurisdiction or propose a resolution to commence insolvency proceedings or in each case any steps taken in respect thereof, such provisions to be entrenched through "golden share" arrangements; and for the purposes of paragraph (i) of condition 36(m), the consent of the NM1 Investor Director will not be required; A

7 for the purpose of condition 36(n) of Schedule 1 (Initial Conditions Precedent) of the Term Sheet, evidence that the relevant project documents have been amended to reflect a satisfactory agreement between Zapotillo and Banco Nacional de Obras y Servicios Públicos, S.N.C., on the basis that Abengoa has been unable to reach such an agreement; for the purpose of condition 36(x) of Schedule 1 (Initial Conditions Precedent) of the Term Sheet, a copy of each acquisition document (including, without limitation, the share purchase agreement) in connection with a sale of 100% of Norte III to an acceptable third party purchaser, on the basis that this condition precedent will become a condition subsequent (in accordance with the terms of the New Money Financing Documentation); for the purpose of condition 36(y) of Schedule 1 (Initial Conditions Precedent) of the Term Sheet, evidence that completion in relation to the sale of Norte III has occurred or will, on or before the Restructuring Steps Commencement Date, occur under and in accordance with the terms of the acquisition documents, on the basis that this condition precedent will become a condition subsequent (in accordance with the terms of the New Money Financing Documentation); for the purpose of condition 36(z) of Schedule 1 (Initial Conditions Precedent) of the Term Sheet, a copy of each material project document and any other contract entered into by the Key Project entities in relation to Norte III, on the basis that this condition precedent will become a condition subsequent (in accordance with the terms of the New Money Financing Documentation); and for the purpose of condition 36(cc) of Schedule 1 (Initial Conditions Precedent) of the Term Sheet, evidence that the financing arrangements in respect of ATN3 have been amended and extended on satisfactory terms, on the basis that Abengoa has been unable to reach such an agreement. 2.3 For the purposes of seeking the agreement of each of the Majority NM1/NM3 Creditors, the Majority NM2 Creditors and the Majority New Bonding Creditors: clause (NM1/NM3 Approval Matters and calculation of commitments generally for decisions involving NM1/NM3 Creditors) of the Restructuring Agreement provides that for the purposes of calculating the relevant approval threshold for an NM1/NM3 Approval Matter (which includes the waivers requested in paragraph 2.2 above), only the New Money Tranche 1 and New Money Tranche 3 commitments of New Money Financing Anchor Funders will be counted in order to ascertain whether the relevant percentage has been obtained; clause (Calculation of commitments for decisions involving NM2 Creditors) of the Restructuring Agreement provides that for the purposes of calculating the relevant approval threshold wherever a New Money Tranche 2 commitment must be taken into account (which includes the waivers requested in paragraph 2.2 above), only the New Money Tranche 2 commitments of New Money Financing Anchor Funders will be counted in order to ascertain whether the relevant percentage has been obtained; and clause (Calculation of commitments for decisions involving New Bonding Facilities Providers) of the Restructuring Agreement provides that for the purposes of calculating the relevant approval threshold wherever a commitment under the A

8 New Bonding Facilities must be taken into account (which includes the waivers requested in paragraph 2.2 above), only the commitments of Initial New Bonding Providers will be counted in order to ascertain whether the relevant percentage has been obtained. 2.4 The waivers detailed in paragraph 2.2 above shall take effect on and from the date that the Restructuring Agent countersigns the relevant page of this letter in respect of such waivers. 3 Waiver of certain conditions precedent to Initial Utilisation under the NM1/3 Common Terms Agreement 3.1 We refer to the conditions precedent set out in Schedule 2 (Conditions Precedent) of the NM1/3 Common Terms Agreement. 3.2 Pursuant to clause 33.2 (Required consents) of the NM1/3 Common Terms Agreement, the Company hereby requests that the Majority NM1/3 Creditors agree to the waiver of the following conditions precedent to Initial Utilisation under the NM1/3 Common Terms Agreement: for the purpose of paragraph 1(d) of Part 2 (Corporate Authorisations) of Schedule 2 (Conditions Precedent) of the NM1/3 Common Terms Agreement, the constitutional documents of each NM1 Group Obligor (to the extent contemplated in the NM1 Governance Agreement), reflecting the corporate governance arrangements agreed by the Majority NM1/3 Creditors and providing that (i) any decision to shift such entity s centre of main interests or otherwise establish a place of business in a jurisdiction other than its Original Jurisdiction or propose a resolution to commence insolvency proceedings, shall require consent of all directors, including the NM1 Investor Director; and (ii) the NM1 Creditors shall be given advance notice of any resolution or steps to commence insolvency proceedings, such provisions to be entrenched through "golden share" arrangements, only on the basis that: (i) (ii) (iii) the golden share arrangements will only apply to ACIL, ACIL Luxco 2 and A3T Luxco 2; the NM1 Creditors will be given advance notice of any resolution to shift such entity's centre of main interests or otherwise establish a place of business in a jurisdiction other than its Original Jurisdiction or propose a resolution to commence insolvency proceedings or in each case any steps taken in respect thereof, such provisions to be entrenched through "golden share" arrangements; and for the purposes of paragraph (i) of this condition precedent, the consent of the NM1 Investor Director will not be required; for the purpose of paragraph 3 of Part 4 (ABY and A3T Conditions Precedent) of Schedule 2 (Conditions precedent) written confirmation from the company secretary of ABY that no step has been taken which would be reasonably likely to cause ABY to be subject to the UK Takeover Code, on the basis that ABY will certify that no director is resident in the United Kingdom, Channel Islands or Isle of Man and has stated publicly that it does not believe that the UK Takeover Code applies to it; A

9 3.2.3 for the purpose of paragraph 4 of Part 4 (ABY and A3T Conditions Precedent) of Schedule 2 (Conditions precedent) of the NM1/3 Common Terms Agreement and only in respect of any documentation relating to Solana, Mojave, Kaxu and ACT, waivers required to remove from any document entered into by any member of the Abengoa Group or the NM1 Group or any member of the ABY group; (i) (ii) (iii) any obligation for the Abengoa Group or the NM1 Group or any member of the Abengoa Group or the NM1 Group to maintain a minimum level of shareholding in ABY; any prepayment, repurchase or termination event or default, however described, occurring as a result of a failure by the Abengoa Group or the NM1 Group or any member of the Abengoa Group or the NM1 Group to have or maintain a minimum level of shareholding in ABY; or any term of any agreement to which any member of the ABY Group is a party which has been or could be breached as a result of any events or circumstances relating to a member of the Abengoa Group or the NM1 Group including, but not limited to, any cross default or cross acceleration provisions or any provisions which might be breached as a result of any member of the Abengoa Group or the NM1 Group taking any action in relation to insolvency proceedings or any New Money Financing (as defined in the Restructuring Agreement) creditor or Old Money Notes (as defined in the Restructuring Agreement) creditor enforcing any security in respect of the Abengoa Group or the NM1 Group, on the basis that the receipt of such waivers shall become conditions subsequent (in accordance with the terms of the Finance Documents); for the purpose of paragraph 5 of Part 4 (ABY and A3T Conditions Precedent) of Schedule 2 (Conditions precedent) of the NM1/3 Common Terms Agreement, cancellation of the parent support arrangements in relation to Abengoa Concessoes Brasil Holding S.A. pursuant to which ABY has the right to withhold distributions that would otherwise be payable to members of the Abengoa Group and/or the NM1 Group by ABY, on the basis that cancellation of such arrangements will take effect on the Restructuring Completion Date; for the purpose of paragraph 4(d) of Part 6 (Implementation of the Restructuring) of Schedule 2 (Conditions precedent) of the NM1/3 Common Terms Agreement, an independent confirmation that the implementation and maintenance of the structure contemplated by the Restructuring will not have an impact on the Viability Plan, only on the basis that Abengoa will rather provide a representation to this effect in the New Money Tranche 2 loan, the New Bonding Facilities agreement and the old money common terms agreements; for the purpose of paragraph 5(a) of Part 6 (Implementation of the Restructuring) of Schedule 2 (Conditions precedent) of the NM1/3 Common Terms Agreement and only in respect of the Abengoa Group entities listed in Appendix 4 (Group entities insolvency proceedings) to this letter, other than in respect of the Excluded Entities, successful resolution of any insolvency proceedings in relation to any member of the NM1 Group and Abengoa Group other than any member of the Abengoa Group which is assumed to be liquidated in the Viability Plan on or before the Restructuring Steps Commencement Date, only on the basis that such Group A

10 entities (a) will not have resolved their respective insolvency proceedings prior to the Restructuring Steps Commencement Date; and (b) are not assumed to be liquidated in the Viability Plan prior to the Restructuring Steps Commencement Date; for the purpose of paragraph 5(b) of Part 6 (Implementation of the Restructuring) of Schedule 2 (Conditions precedent) of the NM1/3 Common Terms Agreement, any consents and waivers (including as to change of ownership) necessary or desirable in connection with the Restructuring have been obtained, but only in respect of: (i) (ii) the anti-trust clearance required in Mexico in respect of the transfer of A3T, which will not be obtained before the Restructuring Steps Commencement Date on the basis that obtaining such anti-trust clearance will become a condition to the A3T First Escrow Release Date (in accordance with the terms of the Finance Documents); and the consents required from counterparties in respect of ABY shares as set out in paragraph above required in respect of documentation entered into by any member of the Abengoa Group or NM1 Group or any member of the ABY group (as set out in condition 36(e) of Schedule 1 (Initial Conditions Precedent) of the Term Sheet), on the basis that this condition precedent will become a condition subsequent (in accordance with the terms of the Finance Documents); for the purpose of paragraph 5(d) of Part 6 (Implementation of the Restructuring) of Schedule 2 (Conditions precedent) of the NM1/3 Common Terms Agreement, the Abengoa Group management incentive plan only, on the basis that the management incentive plan will be delivered as a condition subsequent (in accordance with the terms of the Finance Documents); for the purpose of paragraphs 8(a) (c) of Part 6 (Implementation of the Restructuring) of Schedule 2 (Conditions precedent) of the NM1/3 Common Terms Agreement, copies of listing applications, evidence in relation to clearing on an internationally recognised clearing system and receipt of relevant ISINs, on the basis that there will be a condition subsequent (in accordance with the terms of the Finance Documents) in relation to listing on the regulated or unregulated market of the Ireland or Luxembourg or Vienna Stock Exchange; for the purpose of paragraph 1 of Part 7 (Abengoa Group Projects) of Schedule 2 (Conditions precedent) of the NM1/3 Common Terms Agreement, evidence that the relevant project documents have been amended to reflect a satisfactory agreement between Zapotillo and Banco Nacional de Obras y Servicios Públicos, S.N.C., on the basis that Abengoa has been unable to reach such an agreement; for the purpose of paragraph 9 of Part 7 (Abengoa Group Projects) of Schedule 2 (Conditions precedent) of the NM1/3 Common Terms Agreement, a copy of each acquisition document (including the share purchase agreement) in connection with a sale of 100% of Norte III to an acceptable third party purchaser, together with evidence that completion has occurred or will, on or before the Restructuring Steps Commencement Date, occur under and in accordance with the terms of the acquisition documents, on the basis that this condition precedent will become a condition subsequent (in accordance with the terms of the Finance Documents); A

11 for the purpose of paragraph 10 of Part 7 (Abengoa Group Projects) of Schedule 2 (Conditions precedent) of the NM1/3 Common Terms Agreement, a copy of each material project document and any other contract entered into by the Key Project Entities in relation to Norte III, on the basis that this condition precedent will become a condition subsequent (in accordance with the terms of the Finance Documents); for the purpose of paragraph 13 of Part 7 (Abengoa Group Projects) of Schedule 2 (Conditions precedent) of the NM1/3 Common Terms Agreement, evidence that the financing arrangements in respect of ATN3 have been amended and extended on satisfactory terms, on the basis that Abengoa has been unable to reach such an agreement; for the purpose of paragraph 10(c) of Part 8 (Other Documents and Evidence) of Schedule 2 (Conditions precedent) of the NM1/3 Common Terms Agreement, the satisfactory repayment or release of indebtedness (including intercompany claims) of A3T only in respect of the intercompany receivable owed by A3T to Abengoa Mexico, S.A. de C.V., on the basis that as a result of the Concurso this receivable will not be set-off prior to the Restructuring Steps Commencement Date; and for the purpose of paragraph 12 of Part 8 (Other Documents and Evidence) of Schedule 2 (Conditions precedent) of the NM1/3 Common Terms Agreement, the requirement that Abengoa provide the confirmations listed in paragraphs (a) to (i) of this condition precedent, but only in respect of: (i) (ii) (iii) SAW, on the basis that Abengoa is no longer the controlling shareholder of SAW; Atacama I, on the basis that Abengoa is no longer the controlling shareholder of Atacama I; and ATN3, on the basis that Abengoa is expecting to finalise the sale of ATN3 shortly after the Restructuring Steps Commencement Date (and will therefore no longer be the controlling shareholder of ATN3). 3.3 For the purposes of seeking the agreement of the Majority NM1/NM3 Creditors, clause 33.8 (Decisions on or before the Restructuring Completion Date) of the NM1/3 Common Terms Agreement provides that for the purposes of any vote or decision on or before the Restructuring Completion Date (which includes the waivers requested in paragraph 3.2 above, only the NM1 Commitments and Facility 3 Commitments of NM1/3 Creditors which are New Money Financing Anchor Funders (as defined in the Restructuring Agreement) will be counted in order to ascertain whether the relevant percentage of NM1 Commitments and/or Facility 3 Commitments has been obtained to approve that vote or decision. 3.4 The waivers detailed in paragraph 3.2 above shall take effect on and from the date that the Common NM1/3 Agent countersigns the relevant page of this letter in respect of such waivers. 4 Minor and technical waiver in respect of the Abengoa contributions to AbeNewCo 2 and AbeNewco Pursuant to (i) clauses (TopCo AbeNewco Structure) and 9.8.1(w) of the Restructuring Agreement; and (ii) Step 227 of the Revised Restructuring Steps Plan, (a) Abengoa is required to contribute through a contribution in kind (aportación no dineraria) A

12 into AbeNewco 2 all shares and participations currently owned by Abengoa in its direct Subsidiaries; and (b) AbeNewco 2 is then required to contribute through a contribution in kind (aportación no dineraria) such shares and participations into AbeNewco Pursuant to paragraph (b) of clause (Exceptions) of the Restructuring Agreement, Abengoa hereby requests that the Restructuring Committee and the NM1 Committee agree to the minor and technical waiver of (i) clauses (TopCo AbeNewco Structure) and 9.8.1(w) of the Restructuring Agreement; and (ii) Step 227 of the Revised Restructuring Steps Plan, only on the basis that the shares and participations currently owned by Abengoa in the following Subsidiaries cannot be contributed to AbeNewco 2 (and thereafter AbeNewco 1): (i) (ii) (iii) (iv) (v) Centro Tecnológico Palmas Altas, S.A. ( Centro Tecnológico ), on the basis that Centro Tecnológico is party to a project financing under which there are restrictions on the transfer of its shares, and a waiver from the respective counterparties under the project financing will not be received before the Restructuring Completion Date; Concecutex S.A. de C.V., ( Concecutex ), on the basis that Concecutex is in the process of being sold and Abengoa has reason to believe that the transfer of its shares to AbeNewco 2 (and thereafter AbeNewco 1) may jeopardise such sale; UTE Ribera, on the basis that UTE Ribera is in the process of being liquidated; Operador do Mercado Ibérico de Energía (Polo Portugues, S.G.M.R., S.A. (OMIP)) ( OMIP ) and Operador del Mercado Eléctrico ( OMEL ) on the basis that the consent of the public authority in Portugal is required for such transfers to occur and this will not be received before the Restructuring Completion Date. Abengoa notes that OMIP and OMEL were not listed in Schedule 25 to the Restructuring Agreement; and Abengoa Maroc, E.S., on the basis that Abengoa Maroc, E.S. is a permanent establishment which cannot be contributed. 4.3 The waivers detailed in paragraph 4.2 above shall take effect on and from the date that the Restructuring Agent countersigns the relevant page of this letter in respect of such waivers. 5 Treatment of Abengoa Mexico S.A. de C.V. debt 5.1 Pursuant to paragraph (b) of clause of the Restructuring Agreement, Abengoa hereby requests that the Restructuring Committee agree to: the terms and conditions of the convenio concursal proposed in respect of the AbeMex Debt (as defined below) and detailed in Appendix 5 (AbeMex Convenio Concursal) to this letter for the purposes of complying with clause (General overview of the Restructuring of the Non-Spanish Debt to be Restructured) of the Restructuring Agreement; the restructuring terms, which are substantially similar to those detailed in Appendix 5 (AbeMex Convenio Concursal) (including calendar of payments and economic conditions), that are being proposed in respect of the primary debt of Abeima Teyma Zapotillo S de RL de CV, Abeinsa Engineering S.A. de CV, Abeinsa EPC Mexico S.A. de CV, Abencor Mexico S.A. de CV, Centro Morelos 264 S.A. de CV, Construcciones Metalicas Mexicamas Comemsa S.A. and/or Nicsamex S.A. de C V, each as borrower under the relevant debt (including, for the avoidance of A

13 doubt, the ratification of the relevant personal guarantee granted by Abengoa and/or any other company within the Group and, if such guarantee is so ratified, it shall be subject to the Alternative Restructuring Terms) for the purposes of complying with clause (General overview of the Restructuring of the Non- Spanish Debt to be Restructured) of the Restructuring Agreement; and the terms and conditions of the convenio concursal superseding the terms under which certain Consenting Existing Creditors acceded to the Restructuring Agreement in their capacity as creditors of Abengoa Mexico S.A. de C.V. ( AbeMex ) and only in respect of their primary debt held vis-à-vis AbeMex (the AbeMex Debt ), such that the Alternative Restructuring Terms will not apply to the AbeMex Debt of such creditors (save for any personal guarantee granted by any Obligor under the Restructuring Agreement to guarantee such AbeMex Debt but provided that such personal guarantee shall be ratified by the relevant Obligor as a condition for such Consenting Existing Creditors to support and vote in favour of the convenio concursal and, if such guarantee is so ratified, it shall be subject to the Alternative Restructuring Terms), on the basis that all indebtedness of AbeMex is planned to be restructured at par, applying no write-off and pursuant to a scheduled calendar of payments which, if such intention was disclosed before the Restructuring Agreement was executed, would have impacted in the decision making process of the Consenting Existing Creditors who may have decided to specifically exclude their AbeMex Debt from the Restructuring Agreement. 5.2 The agreement of the Restructuring Committee to paragraph 5.1 above shall take effect on and from the date that the Restructuring Agent countersigns the relevant page of this letter in respect of such agreement. 6 Minor and technical amendment to Part C (Compromised Debt) of Schedule 6 (Existing Financial Indebtedness: Obligors) of the Restructuring Agreement 6.1 We refer to Schedule 6 (Exiting Financial Indebtedness: Obligors) of the Restructuring Agreement. 6.2 Pursuant to paragraph (b) of clause (Exceptions) of the Restructuring Agreement, Abengoa hereby requests that the Restructuring Committee and the NM1 Committee agree to the minor and technical amendment of sub-part xv(a) (Intragroup Creditors Signing Date) of Part C (Compromised Debt) of Schedule 6 (Existing Financial Indebtedness: Obligors) of the Restructuring Agreement such that the line item with Abengoa Concessions, S.L. as Debtor and Abengoa Concessions Investments Ltd. as Creditor be deleted from Schedule 6 (Existing Financial Indebtedness: Obligors) of the Restructuring Agreement, only on the basis that as ACIL does not have sufficient distributable reserves the application of the Standard Restructuring Terms to such intercompany loan would be treated as an illegal distribution under English law. 6.3 The amendment detailed in paragraph 6.2 above shall take effect on and from the date that the Restructuring Agent countersigns the relevant page of this letter in respect of such amendment. A

14 7 Release of restrictions and obligations applicable to the Existing Majority Shareholders under the Restructuring Agreement 7.1 Following a request from the Existing Majority Shareholders, Abengoa hereby requests that each of the Restructuring Committee and the NM1 Committee agree that upon the occurrence of the Restructuring Completion Date, the restrictions and obligations assumed by, or applicable to, the Existing Majority Shareholders under the Restructuring Agreement shall be deemed to be released in full given that their purpose shall be deemed to have been fulfilled with the occurrence of the Restructuring Completion Date. 7.2 The confirmation detailed in paragraph 7.1 above shall take effect on and from the date that the Restructuring Agent countersigns the relevant page of this letter in respect of such confirmation. 8 Revised Restructuring Steps Plan 8.1 We refer to the Revised Restructuring Steps Plan appended to the amendment letter dated 14 February 2017 relating to amendments to (among others) the Term Sheet and the Restructuring Steps Plan. 8.2 Pursuant to clause 9.9 (Revised method of implementation of the Restructuring) of the Restructuring Agreement, we hereby request that each of the Restructuring Committee, the NM1 Committee and the Majority NM1/NM3 Creditors agree to the Revised Restructuring Steps Plan appended to this letter at Appendix 6 (Further Revised Restructuring Steps Plan) to this letter (the Further Revised Restructuring Steps Plan ). 8.3 The following is a summary of the amendments set out in the Further Revised Restructuring Steps Plan: amendments to reflect that the Topco AbeNewco Structure will be implemented and duly registered with the competent Commercial Registry of Seville prior to the Restructuring Steps Commencement Date; amendments necessary to implement the release of security in the manner set out in the agreed form Escrow and Settlement Agreement; an amendment to reflect that the Chapter 11 Plan requires that as a condition to its effectiveness, the Restructuring Completion Date must occur, such that the Chapter 11 Plan will become effective upon the occurrence of the Restructuring Completion Date (and not prior to the Restructuring Completion Date as the Revised Restructuring Steps Plan currently provides for); and certain other amendments to the ordering in which various steps will be completed on the basis that it is or will be more appropriate to implement certain steps in the Revised Restructuring Steps Plan in a different order or at a later point in time. 8.4 For the purposes of seeking the agreement of the Majority NM1/NM3 Creditors to the Further Revised Restructuring Steps Plan, clause (NM1/NM3 Approval Matters and calculation of commitments generally for decisions involving NM1/NM3 Creditors) of the Restructuring Agreement provides that for the purposes of calculating the relevant approval threshold for an NM1/NM3 Approval Matter (which includes the consent requested in this paragraph), only the New Money Tranche 1 and New Money Tranche 3 commitments of New Money Financing Anchor Funders will be counted in order to ascertain whether the relevant percentage has been obtained. A

15 8.5 The Further Revised Restructuring Steps Plan shall take effect on and from the date that the Restructuring Agent countersigns the relevant page of this letter in respect of such amendment. 9 Waiver of further conditions precedent to the Restructuring Steps Commencement Date 9.1 We refer to: the conditions precedent to the occurrence of the Restructuring Effective Date set out in Schedule 5 (Conditions precedent to the Restructuring Effective Date) of the Restructuring Agreement; and the waiver letter dated 5 December 2016 relating to certain conditions precedent to the Restructuring Effective Date (the 5 December Waiver Letter ). 9.2 Pursuant to the 5 December Waiver Letter, for the purpose of paragraph 1.4 of Schedule 5 (Conditions precedent to the Restructuring Effective Date) of the Restructuring Agreement Abengoa requested the waiver of the condition precedent that Abengoa evidence that Abengoa Mexico S.A. de C.V. has entered into a binding agreement to restructure the Cebures on terms and conditions acceptable to the Restructuring Committee, the NM1 Committee and the Majority NM1/NM3 Creditors. 9.3 In consideration for each of the Restructuring Committee, the NM1 Committee and the Majority NM1/NM3 Creditors agreeing to the waiver detailed in paragraph 9.2 above, Abengoa undertook that it would provide evidence to satisfy such condition precedent as soon as reasonably practicable and in any event prior to the Restructuring Steps Commencement Date, provided that such requirement could be waived, amended or any associated deadline extended with the written consent of the Restructuring Committee, the NM1 Committee and the Majority NM1/NM3 Creditors. 9.4 Abengoa hereby requests that each of the Restructuring Committee, the NM1 Committee and the Majority NM1/NM3 Creditors agree to the waiver of the requirement that Abengoa provide evidence to satisfy the condition precedent detailed in paragraph 9.2 above by the Restructuring Steps Commencement Date, on the basis that as a result of the Concurso, such an agreement to restructure the Cebures has not yet been reached. 9.5 The waivers detailed in paragraph 9.4 above shall take effect on and from the date that the Restructuring Agent countersigns the relevant page of this letter in respect of such waivers. 10 Minor and technical waiver in respect of Intragroup Affected Debt 10.1 Pursuant to paragraph (b) of clause (Exceptions) of the Restructuring Agreement, Abengoa hereby requests that the Restructuring Committee and the NM1 Committee agree to the minor and technical waiver of the requirement to capitalise Intragroup Affected Debt described in Part C (Compromised Debt) of Schedule 6 (Existing Financial Indebtedness: Obligors) in the manner described therein, on the basis that due to the current circumstances faced by certain Mexican companies, specifically Abemex (as defined above) and Contrucciones Metálicas Mexicanas, S.A. de C.V. ("Comemsa"): the receivable owed to Comemsa by Abemex set forth in Schedule 6 (Existing Financial Indebtedness: Obligors) Part C (Compromised Debt) (xv) (Intragroup Debt) (a) (Intragroup Creditor as of the Signing Date) (5) (Intragroup Debt-Abengoa A

16 México, S.A. de C.V.) amounting to EUR 70,252,475 shall not be assigned by Comemsa as set out in Schedule 2 (Creditors) Part C (Original Intragroup Creditors) (ii) (Intragroup Creditors after Assignments/Capitalizations) as such receivable is seizured by virtue of judicial resolution. Therefore, the assignment of such receivable shall be postponed until the date on which Comemsa is in a position to comply with the assignment provided in the Restructuring Agreement and the eventual set-off foreseen shall be implemented once the assignment foreseen in the Restructuring Agreement takes place; and the set-off intended to take place between Abemex and other companies in order to achieve the results set forth in Schedule 2 (Creditors) Part C (Original Intragroup Creditors) (ii) (Intragroup Creditors after Assignments/Capitalizations) of the Restructuring Agreement shall be postponed until the date on which Abemex may carry out such set-offs and the write-off to be applicable shall take place once the set-offs have taken place The waiver detailed in paragraph 10.1 above shall take effect on and from the date that the Restructuring Agent countersigns the relevant page of this letter in respect of such waiver. 11 Minor and technical amendment to the Restructuring Completion Date 11.1 We hereby request that the Restructuring Committee and the NM1 Committee agree, pursuant to paragraph (b) of Clause (Exceptions) of the Restructuring Agreement, to a minor and technical amendment to the definition of Restructuring Completion Date in the Restructuring Agreement, such that it reads: Restructuring Completion Date means the date on which the Restructuring Committee and the NM1 Committee notifies the Restructuring Agent and Abengoa in writing that: (a) (b) (c) (d) the Restructuring Effective Date has occurred; the Restructuring Steps Commencement Date has occurred; all the Compromise Documents and the Restructuring Documents are unconditional in accordance with their terms and all conditions precedent contemplated by them have been satisfied or waived in accordance with their terms (other than any conditions precedent which relate to or require the occurrence of the Restructuring Completion Date itself); and all steps and actions set out in the Restructuring Steps Plan have been taken (or waived in accordance with the terms of this Agreement or the relevant Compromise Document(s) or Restructuring Document(s)), in respect of paragraphs (c) and (d) above, to the satisfaction of each of the Majority NM1/NM3 Creditors, Majority NM2 Creditors and Majority New Bonding Creditors The amendment detailed in paragraph 11.1 above shall take effect on and from the date that the Restructuring Agent countersigns the relevant page of this letter in respect of such amendment. 12 Miscellaneous and governing law provisions 12.1 This letter does not amend any of the provisions of the Restructuring Agreement, the Term Sheet or the NM1/3 Common Terms Agreement, which remain in full force and effect, save A

17 as waived or amended by this letter or as otherwise provided in the Restructuring Agreement, the Term Sheet or the NM1/3 Common Terms Agreement Abengoa and the Company hereby agree that any confirmation that the conditions set out at Schedule 1 (Initial Conditions Precedent) of the Term Sheet and Schedule 2 to the NM1/3 Common Terms Agreement are satisfied will be on the basis that the documents and/or evidence in respect of such conditions precedent are released and/or delivered, to the extent not already released and/or delivered at the time of such confirmation, in substantially the form previously agreed by their parties and addressees on or before the Restructuring Completion Date in the manner contemplated by their terms and in the Further Revised Restructuring Steps Plan and provided that, for the avoidance of doubt, no waiver or confirmation of satisfaction of any conditions precedent of the NM1/3 Common Terms Agreement under this letter and/or for the purposes of the Restructuring Steps Commencement Date shall be construed as a waiver or confirmation of satisfaction of any of the further conditions precedent specified in clause 4.2 (Further Conditions Precedent) of the NM1/3 Common Terms Agreement The approval by the Restructuring Committee of any waivers, amendments and/or confirmations requested under this letter shall be deemed to be an approval of all waivers, amendments and/or confirmations requested under this letter This letter may be signed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this letter Subject to paragraph 12.6 below, this letter and any non-contractual obligations arising out of or in connection with it are governed by the common laws of Spain Paragraph 3 of this letter and any non-contractual obligations arising out of or in connection with it are governed by English law Subject to paragraph 12.7 below, the courts of the city of Madrid have exclusive jurisdiction to settle any dispute arising out of or in connection with this letter or any non-contractual obligations arising out of or in connection with this letter The courts of England shall have non-exclusive jurisdiction to settle any dispute arising out of or in connection with paragraph 3 of this letter. A

18

19 For and on behalf of ABG Orphan Holdeo S.à r.l., represented by: Virginie Oeeoninek Category A Manager Category B Manager A

20 Appendix 1 Post-Completion Acceding Obligors 1. Servicios Auxiliares de Administración, S.A. de C.V. (Mexico) 2. Abengoa México, S.A. de C.V. (Mexico) 3. Teyma Abengoa, S.A. (Argentina) 4. Abengoa Bioenergía Agroindustria Ltda. (Brazil) 5. Abengoa Bioenergía Brasil, S.A. (Brazil) 6. Abengoa Solar Chile SpA (Chile) 7. Abengoa Chile, S.A. (Chile) 8. Inabensa Electrical (Taijin) Co. Ltd. (China) 9. Abeima Teyma Infrastructure Ghana Limited (Ghana) 10. Inabensa Bharat Private Limited (India) 11. Abeima India, Pvt. Ltd (India) 12. Teyma India Private Limited (India) 13. Abener Energie, S.A.R.L. (Morocco) 14. Inabensa Maroc, S.A.R.L. (Morocco) 15. Abeima Teyma Barka LLC (Oman) 16. Inabensa LLC (Oman) 17. Abengoa Puerto Rico, S.E. (Puerto Rico) 18. Abener Abeinsa for Construction, Water and Power Company Limited (Saudi Arabia) 19. Inabensa Saudi Company Limited (Saudi Arabia) 20. Abeinsa EPC Xina (Pty) Ltd. (South Africa) 21. Abeinsa EPC Khi (Pty) Ltd. (South Africa) 22. Abeinsa EPC Kaxu (Pty) Ltd. (South Africa) 23. Teyma Internacional, S.A. (Uruguay) 24. Teyma Uruguay ZF, S.A. (Uruguay) 25. Abeinsa Inversiones Latam, S.L. (Spain) A

21 Appendix 2 Non-Acceding Obligors 26. Biocarburantes de Castilla y León, S.A. (Spain) 27. Bioetanol Galicia, S.A. (Spain) 28. Centro Industrial y Logístico Torrecuéllar, S.A. (Spain) 29. Ecoagrícola, S.A. (Spain) 30. Ecocarburantes Españoles, S.A. (Spain) 31. Abentel Telecomunicaciones, S.A. (Spain) 32. Construcciones Metálicas Mexicanas, S.A. de C.V. (Mexico) 33. Centro Morelos 264, S.A. de C.V. (Mexico) 34. Nicsa Perú, S.A. (Peru) 35. Abengoa Bioenergy Trading Europe, B.V. (The Netherlands) A

22 Appendix 3 Key Project Disclosures [separately attached] A

23 Appendix 4 Group Entities in Insolvency Proceedings 36. Abengoa Bionergía San Roque, S.A. 37. Concesionaria Costa del Sol, S.A. 38. Micronet, S.A. 39. Procesos Ecológicos Vilches, S.A. 40. Abengoa Bioenergy Netherlands, B.V. 41. Abengoa Concessions Investment Limited 42. Energoprojekt-Gliwice S.A. 43. Abengoa México, S.A. de C.V. 44. Abengoa Construçao Brasil Ltda. 45. Abengoa Conçessoes Brasil Holding S.A. 46. Abengoa Greenfield Brasil Holding, S.A. 47. Zona Norte Engenharia, Manutenção e Gestão De Serviços, S.A. Spe. 48. ATE XI, Manaus Transmissora de Energía, S.A. 49. ATE XIII, Norte Brasil Transmissora de Energía S.A. 50. ATE XVI Transmissora de Energía S.A. 51. ATE XVII Transmissora de Energía S.A. 52. ATE XIX Transmissora de Energía S.A. 53. ATE XXI Transmissora de Energía S.A. 54. ATE XXII Transmissora de Energía S.A. 55. Abengoa US Holding, LLC 56. Abengoa Bioenergy Holdco, Inc. 57. Abeinsa Holding Inc. 58. Abengoa US, LLC 59. Abengoa North America, LLC (formerly Abengoa US Operations, LLC) 60. Abengoa Bioenergy Technology Holding, LLC 61. Abengoa Bioenergy Hybrid of Kansas, LLC 62. Abengoa Bioenergy New Technologies, LLC 63. Abengoa Bioenergy Biomass of Kansas, LLC 64. Abengoa Bioenergy Operations, LLC 65. Abengoa Bioenergy Meramec Holding, Inc. 66. Abengoa Bioenergy Meramec Renewable, LLC A

24 67. Abengoa Bioenergy Funding, LLC 68. Abengoa Bioenergy Maple, LLC 69. Abengoa Bioenergy of Indiana, LLC 70. Abengoa Bioenergy of Illinois, LLC 71. Abengoa Bioenergy US Holding, LLC 72. Abengoa Bioenergy Trading US, LLC 73. Abengoa Bioenergy Outsourcing, LLC 74. Abengoa Bioenergy of Nebraska, LLC 75. Abengoa Bioenergy Engineering and Construction, LLC 76. Abengoa Bioenergy Company, LLC 77. Abencor USA, LLC 78. Teyma Construction USA, LLC 79. Abeinsa EPC LLC 80. Inabensa USA, LLC 81. Nicsa Industrial Supplies LLC 82. Abener Construction Services, LLC (formerly Abener Engineering and Construction Services, LLC) 83. Abener North America Construction, L.P. 84. Abengoa Solar LLC 85. Teyma USA & Abener Engineering and Construction Services General Partnership 86. Abener Teyma Hugoton General Partnership 87. Abeinsa Abener Teyma General Partnership 88. Abener Teyma Mojave General Partnership 89. Abener Teyma Inabensa Mount Signal Joint Venture A

25 Appendix 5 AbeMex Convenio Concursal 1 Lock-up Agreement 1.1 In the lock-up agreement all Participants Creditors agree to: execute and seek the approval of the Reorganization Agreement, although this obligation may terminate in the event of: (i) (ii) Abengoa ceases to have control of Abemex; Abengoa breaches any of its obligations under the MRA, and such failure results in: (a) (b) the termination of the MRA; and Abemex s ability to comply with the provisions set forth in the Lockup Agreement or the Reorganization Agreement, specifically the terms and conditions of payment; (iii) the Reorganization Agreement has not been entered into by those Recognized Creditors required for the Reorganization Agreement to be effective pursuant to article 157 of the Ley de Concursos Mercantiles (Mexican Commercial Insolvency Law) ( CIL ), or has not been approved by the relevant judge by December 1, 2017; and (iv) Abengoa, or any of its affiliates or subsidiaries, does not receive, within 60 calendar days following the date of execution of the Lock-up Agreement, financial resources precisely in the terms and conditions set forth in the MRA and the Viability Plan refrain from filing any claims; and agree not to transfer, transmit or carry out any type of transaction regarding the ownership of credits in their favor and payable by Abemex, unless the transferee adheres to such Lock-up Agreement (only applicable to Banks and Suppliers). 1.2 Additionally: should any of the termination events set forth occur, obligations of the Participant Creditors under the Lock-up Agreement shall be automatically resolved without judicial declaration, upon a simple written notice to Abemex; and Abemex may, from time to time, modify the content of the Reorganization Agreement without the authorization of the Participant Creditors, under the understanding that the difference will be merely formal and in a nature that does not affect its content. Nonetheless, Abemex will require the approval of the simple majority of the Participant Creditors in order to amend the financial terms, the conditions and method of payment, any or all negative and/ or affirmative covenants liable to Abemex. A

26 2 Reorganization Agreement 2.1 The Reorganization Agreement does not contemplate a discount for the unsecured recognized creditors, payment to the unsecured recognized creditors would be made based on the amounts recognized by the conciliator (including capitalized interest). 2.2 The payment of the final credit to each unsecured recognized creditor would be as follows: if the resolution approving the Reorganization Agreement becomes effective on or before June 30, 2017; a first payment of 10% (ten percent) of the final credit would be made on March 25, 2018, and the unpaid amount remaining would be paid in 15 (fifteen) quarterly instalments; or if the resolution approving the Reorganization Agreement becomes effective after June 30, 2017; the payment of 10% (ten percent) of the final credit, would be made in two equal installments, the first on March 25, 2018, and the second on June 25, 2018; and the unpaid amount remaining would be paid in 15 (fifteen) quarterly installments. 2.3 The final credit will accrue ordinary interests that will be paid in three equal installments as follows: if the resolution approving the Reorganization Agreement becomes effective on or before June 30, 2017, the first period of ordinary interests would be paid on March 25, 2018, the second on June 25, 2018 and the third on September 25, 2018; or if the resolution approving the Reorganization Agreement becomes effective after June 30, 2017; the first period of ordinary interests would be paid on June 25, 2018, the second on September 25, 2018 and the third on December 25, The ordinary interest rate for the common credits will be a fixed rate of 7% (seven percent) annually, with an increase of 50 (fifty) base points per semester until the total payment. 2.5 Abemex may make at any time advance payments of the principal amount in full; provided further that, Abemex will pay to all creditors a premium on the final outstanding balance of the final credit, which will be equivalent to % for each day between the date on which the advance payment takes place and the expiration day. A

27 Appendix 6 Further Revised Restructuring Steps Plan A

28 Schedule 11 Revised Restructuring Steps Plan This is a Revised Restructuring Steps Plan prepared pursuant to Clause 9.9 (Revised method of implementation of the Restructuring) of the Restructuring Agreement. This document sets out the various restructuring processes and steps which will collectively implement the Restructuring, assuming the processes are implemented notwithstanding any challenges or objections from any person. The processes and steps set out below are indicative only, and any of the processes or steps may be amended, waived, substituted or re-ordered in accordance with the terms of the Restructuring Agreement. Terms used but not otherwise defined in this document have the meaning given to them in the Restructuring Agreement, to which this document is scheduled.

29 1 Pre-Implementation Processes: Steps from the Signing Date to the Homologation Filing Date 1 Signing Date - Original Obligors - Original Participating Creditors - Original Intragroup Creditors - Restructuring Agent - Holding Period Trustee - Information Agent Step completed on 24 September Viability Plan issued - Abengoa Step completed on 24 September Independent Expert's Report issued - BDO Auditores, S.L.P. Step completed on 24 September Record date for the Homologation - Step completed on 24 September

30 This is a date required by Spanish law to be used by Deloitte S.L. for the purposes of the certificate of majorities. This date is the Signing Date. 5 Issuance of the Restructuring Accession Notice and commencement of the Initial Accession Period - Existing Creditors - New Financing Providers - Acceding Obligors - Acceding Intragroup Creditors - Majority Shareholder - Finarpisa 6 Notarised, apostilled powers of attorney - Participating Creditors with Existing Loans / other Non- Step completed on 26 September Commencement of blocking period in respect of the Existing Notes held in Euroclear/Clearstream. Step completed. Participating Creditors to grant, notarise and 3

31 Note instruments apostille powers of attorney. 7 File motion with the United States Bankruptcy Court for the District of Delaware (the "Delaware Bankruptcy Court") authorising execution of the Restructuring Agreement and related documents by the Go Forward Chapter 11 Companies which are Existing Chapter 11 Companies, including powers of attorney in respect of execution of the Restructuring Agreement - Go Forward Chapter 11 Companies which are Existing Chapter 11 Companies Step completed on 26 September File Disclosure Statement and Chapter 11 Plan - Go Forward Chapter 11 Companies which are Existing Chapter 11 Companies Step completed on 26 September Launch of the consent solicitation process in respect of the holders of the English Law Bonds: publication of the relevant launch announcements (BORME, newspaper, hecho relevante, Luxembourg Stock Exchange and DTC, Euroclear and Clearstream) and distribution of the consent solicitation memorandum to the holders of the English Law Bonds - Abengoa - relevant Note Agents / commissioners in respect of the English Law Bonds Step completed on 27 September

32 10 File motion to approve Disclosure Statement and Solicitation ("Disclosure Statement Motion") - Go Forward Chapter 11 Companies which are Existing Chapter 11 Companies Step completed on 29 September Incorporation of AbeNewco2 in Spain - Abengoa Step completed on 3 October Incorporation of AbeNewco1 in Spain - Abengoa Step completed on 18 October Record date for the Initial Accession Period for Existing Notes held in DTC - Abengoa Step completed on 18 October Hearing of motion in the Delaware Bankruptcy Court authorising the execution of the Restructuring Agreement by the Go Forward Chapter 11 Companies which are Existing Chapter 11 Companies 1 Delaware Bankruptcy Court Step completed on 18 October Amended by-laws and regulations of the board of directors of Abengoa to be finalised - Abengoa Step completed on 21 October Abengoa to convene an EGM to approve, amongst others, the actions, steps or transactions specified in Clause 3.8 (Equity structure (post Restructuring)) of the Restructuring Agreement - Abengoa Step completed on 21 October Pursuant to the order entered by the Delaware Bankruptcy Court on 19 October 2016, the Go Forward Chapter 11 Companies were authorised to enter into the Restructuring Agreement following the date that the Delaware Bankruptcy Court entered the order confirming the Chapter 11 Plan. 5

33 17 AbeNewco1 to accede to the Restructuring Agreement following incorporation - Abengoa Step completed on 24 October AbeNewco2 to accede to the Restructuring Agreement following incorporation - Abengoa Step completed on 24 October Board resolution of ACIL approving the ACIL CVA Proposal and related documents - ACIL Step completed on 24 October End of the Initial Accession Period - Abengoa Step completed on 25 October Accession to the Restructuring Agreement by the Information Agent on behalf of Participating Creditors which are holders of the Existing Notes - Information Agent - Participating Creditors which hold Existing Notes Step completed on 26 October Appointment of a court agent (procurador) in respect of the A3T HoldCo homologation process - A3T HoldCo Step completed on 26 October (a) Quorate meetings of the holders of the English Law Bonds to vote on the resolution to change the governing law of the English Law Bonds to Spanish law (b) Publication of the relevant results announcements (hecho relevante, Luxembourg Stock Exchange and DTC, Euroclear and Clearstream) - Abengoa - English law bondholders Step completed on 27 October As not all meetings were quorate, meetings in respect of certain English Law 6

34 Bonds were held on 28 November 2016 (see Step 65 below). 24 Power of attorney to file the Homologation Request - Filing Creditors 25 Satisfaction or waiver of conditions precedent to the Initial Effective Date - Abengoa - Obligors - Restructuring Committee - NM1 Committee Restructuring Agent 26 Satisfaction or waiver of conditions precedent to the filing of the Homologation Request - Restructuring Agent - Restructuring Committee Step completed on 28 October Step completed on 28 October 2016 (subject to the terms of the waiver letter dated 26 October 2016 as extended by the waiver extension letters dated 16 November 2016 and 14 December 2016 (which required the waived CPs to be satisfied by a later date)). Step completed on 28 October 2016 (subject to the terms of the waiver letter dated 26 October 2016 as extended by the waiver extension letters dated 7

35 16 November 2016 and 14 December 2016 (which required the waived CPs to be satisfied by a later date)). 27 Appointment of a court agent (procurador) - Filing Creditors Step completed on 28 October Certificate of majorities for each Obligor to be subject to Homologation issued by auditors - Deloitte S.L. Step completed on 28 October Homologation writ (solicitud de homologación) - Filing Creditors 30 Homologation Request pursuant to additional provision four of the Spanish Insolvency Act filed - Filing Creditors 31 Notification of the Homologation Filing Date - Restructuring Agent Step completed on 28 October Step completed on 28 October Step completed on 28 October

36 2 Pre-Implementation Processes: Steps from the Homologation Filing Date to the Restructuring Effective Date 32 Acknowledgement of the Homologation Request ( providencia ) by the Seville court 33 Publication of the acknowledgement of Homologation Request 34 Hearing in the Delaware Bankruptcy Court to approve the Disclosure Statement and the Disclosure Statement Motion and entry of order approving the same - Seville court Step completed on 31 October Seville court Step completed on 31 October Delaware Bankruptcy Court Step completed on 31 October Commencement of Solicitation for the Chapter 11 Plan - Go Forward Chapter 11 Companies Step completed on 31 October EUR escrow account opened into which EUR denominated NM1 funds are to be provided - Escrow Agent Step completed on 3 November Notification of the Initial Effective Date to the Parties - Restructuring Agent Step completed on 4 November 2016 (subject to the terms of the waiver letters noted above). 38 Homologation Ruling (auto) by the Seville court - Seville court Step completed on 8 November ACIL CVA Proposal and statement of affairs to impose the Standard Restructuring Terms upon the ACIL Guarantee Creditors finalised, subject to the ability of the ACIL Guarantee Creditors to elect to participate in - ACIL CVA Nominee Step completed on 9 November

37 the Alternative Restructuring Terms in accordance with the terms of the Restructuring Agreement 40 ACIL CVA Nominee report finalised - ACIL CVA Nominee Step completed on 9 November ACIL CVA Proposal and statement of affairs delivered to ACIL CVA Nominee 42 ACIL CVA Nominee submitted their nominee report to the English court and Abengoa to deliver notice to the Restructuring Agent and the Restructuring Committee confirming that the ACIL CVA has been commenced 43 ACIL CVA Nominee to provide 14 days notice of ACIL CVA meetings to ACIL Guarantee Creditors and shareholders - ACIL Step completed on 9 November ACIL CVA Nominee Step completed on 9 November ACIL CVA Nominee Step completed on 9 November Publication of the Homologation Ruling - Seville court Step completed on 9 (publication in the Insolvency Public Registry) and 11 November 2016 (publication in the official gazette). 45 Execution of the relevant contractual documentation in respect of the ECP Notes, 2017 Exchangeable Notes and 2019 Convertible Notes - Abengoa - Abengoa group guarantors - Fiscal Agents - Commissioners Step completed by 16 November Viability Plan for A3T HoldCo issued - Abengoa Step completed on 16 November

38 47 File Chapter 15 Proceedings to recognise the ACIL CVA and deliver notice to the Restructuring Committee, the NM1 Committee and the Restructuring Agent confirming that Chapter 15 Proceedings have been commenced 48 File the Chapter 15 motion to recognise the Homologation Ruling and deliver notice to the Restructuring Committee, the NM1 Committee and the Restructuring Agent confirming the same. - ACIL Step completed on 17 November Certain Chapter 15 Companies Step completed on 18 November Abengoa EGM held - Abengoa Step completed on 22 November Incorporation of A3T Luxco 2 in Luxembourg as a direct subsidiary of A3T HoldCo and Abener Energía S.A. - A3T HoldCo - Abener Energía, S.A. Step completed on 24 November A3T HoldCo will subscribe for nominal shares in A3T Luxco 2. Abener Energía S.A. will subscribe for nominal shares in A3T Luxco 2. Documents: Deed of incorporation; Proxy to be given by A3T HoldCo; Proxy to be given by Abener Energía S.A.; Blocking certificate issued by the bank; 11

39 Declaration of beneficial ownership to be given by the ultimate beneficiary(ies) of A3T HoldCo and Abener Energía S.A.; and Letters of acceptance of mandate of the managers. 51 Record date for the Chapter 11 Plan Step completed on 24 November Meeting of ACIL Guarantee Creditors and shareholders to approve the ACIL CVA - ACIL Guarantee Creditors - ACIL shareholders Step completed on 24 November Meeting of the board of managers of Abener Energía S.A. (and if required, a general shareholders meeting) approving, inter alia, the transfer of shares in A3T from Abener Energía S.A. to A3T Luxco 2 54 Meeting of the board of managers of A3T HoldCo approving, inter alia, the transfer of shares in A3T from A3T Holdco to A3T Luxco 2 55 General shareholders meeting of A3T HoldCo to approve the transfer of all shares held by A3T HoldCo in A3T and A3T intercompany loans from A3T HoldCo to A3T Luxco 2 - Abener Energía S.A. Step completed prior to 25 November A3T HoldCo Step completed prior to 25 November A3T HoldCo Step completed prior to 25 November Sign transfer agreement between A3T HoldCo, Abener Energía S.A. and A3T Luxco 2 pursuant to which the parties agree to the transfer of all the - A3T HoldCo - Abener Energía, S.A. - A3T Luxco 2 Step completed on 25 November

40 shares in A3T and A3T intercompany loans from A3T HoldCo and Abener Energía S.A. to A3T Luxco 2 (the "A3T Luxco 2 Transfer Agreement") 57 A3T Luxco 2 Transfer Agreement released and becomes effective pursuant to which all of the shares in A3T and the A3T intercompany loans are transferred from A3T HoldCo and Abener Energía S.A. to A3T Luxco 2 58 EGM of shareholders of A3T Luxco 2 at which new shares in A3T Luxco 2 are issued and subscribed: minutes of the meeting proxy to be given by A3T HoldCo and Abener Energía S.A. declaration of beneficial ownership to be given by the ultimate beneficiaries of A3T HoldCo and Abener Energía S.A. valuation report regarding the contributions to be made by A3T HoldCo and Abener Energía S.A. from the auditor transfer agreement referred to in item 56 - A3T HoldCo - Abener Energía, S.A. - A3T Luxco 2 - Notary - Proxyholder(s) of A3T HoldCo and Abener Energía S.A. Step completed on 25 November Step completed on 25 November Update of the share register of A3T Luxco 2 following the issuance of shares to A3T HoldCo and Abener Energía S.A. - A3T Luxco 2 Step completed on 25 November

41 60 Meeting of the board of managers of A3T Luxco 2 approving, inter alia, (a) the incorporation of A3T Luxco 1 S.A. and (b) the transfer of (i) the shares in A3T from A3T HoldCo and Abener Energía S.A. to A3T Luxco 2, and (ii) the intercompany receivable due from A3T to A3T HoldCo (to be transferred to A3T Luxco 2). - A3T Luxco 2 Step completed on 25 November ACIL CVA Chairman file a report with the English court - ACIL CVA Chairman Step completed on 25 November Signing of the A3T HoldCo restructuring agreement which includes the terms described in paragraph 1.2(a)(i) of Schedule 5 (Conditions Precedent to the Restructuring Effective Date) of the Restructuring Agreement (the "A3T HoldCo Refinancing Agreement") - A3T HoldCo - Abengoa - Abengoa Greenbridge - relevant Parties Step completed on 25 November Certificate of majorities in respect of the creditors of A3T HoldCo for the purposes of the homologation of the A3T HoldCo Refinancing Agreement 64 File the homologation request for A3T HoldCo pursuant to additional provision four of the Spanish Insolvency Act - Deloitte S.L. Step completed on 25 November A3T HoldCo Step completed on 28 November (a) Adjourned meeting of the holders of the English Law Bonds to convert the governing law of the English Law Bonds to Spanish law - Abengoa / holders of the certain of English Law Bonds Step completed on 28 November

42 (b) Publication of the relevant results announcements (hecho relevante, Luxembourg Stock Exchange and DTC, Euroclear and Clearstream) 66 Acknowledgement of A3T HoldCo's homologation request ( providencia ) by the Seville court - Seville court Step completed on 5 December Final day of balloting/voting deadline for the Chapter 11 Plan for each of the Go Forward Chapter 11 Companies 2 - Go Forward Chapter 11 Companies Step completed on 5 December Hearing in the Delaware Bankruptcy Court to confirm the Chapter 11 Plan 69 Hearing in the Delaware Bankruptcy Court to obtain Chapter 15 recognition of the ACIL CVA 70 Hearing in the Delaware Bankruptcy Court to obtain Chapter 15 recognition of the Homologation Ruling - Delaware Bankruptcy Court Step completed on 6 December Delaware Bankruptcy Court Step completed on 6 December Delaware Bankruptcy Court Step completed on 6 December Publication of the acknowledgement of A3T HoldCo's homologation request ( providencia ) by the Seville court 72 A3T HoldCo homologation ruling (auto) by the Seville court - Seville court Step completed on 7 December Seville court Step completed on 7 December There were separate voting deadlines: one for holders of Existing Notes with guarantee claims against the applicable Delaware debtors and one for all other holders of claims. 15

43 73 USD escrow account opened into which USD denominated NM1 funds are to be provided 74 Entry of Chapter 15 orders granting recognition of the ACIL CVA and Homologation Ruling - Escrow Agent Step completed on 7 December Delaware Bankruptcy Court Step completed on 8 December Publication of the A3T HoldCo homologation ruling - Seville court Step completed on 10 December Execution of the relevant contractual documentation in respect of the 2016 Notes, the 2017 Convertible Notes and the Programme Notes - Abengoa - Abengoa group guarantors - Fiscal Agents - Commissioners Step completed by 12 December Entry of a Confirmation Order confirming the relevant Chapter 11 Plan, which order is in full force and effect and has not been modified, amended, reversed, vacated or subject to a stay. 78 End of the period for challenges to the Homologation Ruling - Delaware Bankruptcy Court Step completed on 15 December relevant Creditors Step completed on 16 December Amendment to the A3T Luxco 2 Transfer Agreement in order to correct the description and value of the contribution 80 EGM of shareholders of A3T Luxco 2 held for the purpose of amending the resolutions adopted on 25 November A3T HoldCo - Abener Energía, S.A. - A3T Luxco 2 - Notary - Proxyholder(s) of A3T HoldCo and Abener Energía S.A. Step completed on 16 December Step completed on 16 December

44 81 Update of the share register of A3T Luxco 2 following the amendment of the resolutions approved on 25 November A3T Luxco 2 Step completed on 16 December (a) Granting of the relevant public deeds for the purposes of formalising the amendment of the terms and conditions of the English Law Bonds to convert the governing law to Spanish law (b) Filing of the public deeds with the Commercial Registry of Seville 83 End of the period for ACIL Guarantee Creditors and shareholders to challenge the ACIL CVA - Abengoa - Abengoa group guarantors - Fiscal Agents - Commissioners - ACIL Guarantee Creditors - ACIL shareholders Step completed on 20 December Step completed on 23 December End of the period for challenges to the A3T HoldCo homologation ruling - relevant Creditors Step completed on 5 January Satisfaction or waiver of conditions precedent to the Restructuring Effective Date - Abengoa - A3T Holdco - Restructuring Committee - NM1 Committee - Restructuring Agent - Advisers Step completed on 17 January 2017 (subject to the terms of the waiver letter dated 5 December 2016 (which required the waived CPs to be satisfied by a later date)). 86 Notification of the Restructuring Effective Date - Restructuring Agent Step completed on 17 January 2017 (subject to the terms of the waiver letter noted above). 17

45 3 Pre-Implementation Processes: Steps from the Restructuring Effective Date to the Restructuring Document Approval Date and the Restructuring Steps Commencement Date 87 Commencement of the Supplemental Accession Period - Existing Creditors - New Financing Providers - Acceding Obligors - Acceding Intragroup Creditors Step completed on 18 January A record date (as opposed to blocking of Existing Notes) will be used, with such record date to match the end of the Initial Accession Period (as amended or extended) to avoid duplication in respect of the holders of Existing Notes which have already acceded to the Restructuring Agreement. 88 Send Securities Crediting Notice (as applicable) to Existing Consenting Creditors instructing them to provide the Securities Crediting Information to the Restructuring Agent / the Information Agent no later than the Participation Deadline and asking DTC holders to move their positions into a Euroclear / Clearstream securities account - Abengoa - Information Agent Step completed on 18 January Expiry of Supplemental Accession Period - Existing Creditors - New Financing Providers - Acceding Obligors Step completed on 24 January

46 - Acceding Intragroup Creditors 90 Meeting of the board of managers of ACIL approving, inter alia, the incorporation of ACIL Luxco 1 and ACIL Luxco 2 91 Incorporation of ACIL Luxco 1 in Luxembourg as a direct subsidiary of ACIL 92 Incorporation of ACIL Luxco 2 in Luxembourg as a direct subsidiary of ACIL 93 Incorporation of A3T Luxco 1 in Luxembourg as the direct and sole subsidiary of A3T Luxco 2 94 Registration with the Commercial Registry of Seville of the public deeds formalising the amendment of the terms and conditions of the English Law Bonds - ACIL Step completed on 24 January ACIL Step completed on 24 January ACIL Step completed on 24 January A3T Luxco 2 Step completed on 24 January Abengoa Step completed on 31 January Participation Deadline - Abengoa - Information Agent Step completed on 3 February Following the Participation Deadline: (a) the Information Agent will compare (i) Consenting Existing Creditor information received during the Accession Period and the Supplemental Accession Period with (ii) information received as a result of the - Abengoa - Information Agent Consenting Existing Creditors who do not provide Securities Crediting Information will have their Alternative Restructuring Entitlements issued to the Holding Period Trustee in accordance with the Restructuring Agreement. 19

47 (b) Securities Crediting Notice process (as applicable); and the Existing Notes will remain blocked from trading until settlement of the Alternative Restructuring Entitlements has occurred. 97 Notification to New Money Financing Providers of New Money Financing allocations and New Bonding Facilities Providers of New Bonding Facilities allocations in accordance with the Restructuring Agreement, the Term Sheet and the New Financing Commitment Agreements 98 Notification of the Restructuring Documents Approval Date and Restructuring Documents to be signed (to be left undated and held in escrow) 99 EUR escrow account opened into which EUR denominated NM2 funds are to be provided 100 Meeting of the board of directors of ACIL approving, inter alia, the NM1 / NM3 Finance Documents to which ACIL is to be a party, the contribution of the ABY Shares from ACIL to ACIL Luxco 1, transfer of shares in ACIL Luxco 1 to ACIL Luxco 2 in consideration for an intercompany receivable owed by ACIL Luxco 2 to ACIL (the Luxco 2 Intercompany Payable ) (and shares in ACIL Luxco 2, if preferable) - HL - KPMG - New Financing Providers - Abengoa - Restructuring Agent - Escrow Agent Completed - ACIL This step is related to the rollover contemplated in item below. 20

48 101 Meeting of the board of managers of ACIL Luxco 1 approving, inter alia, the NM1 / NM3 Finance Documents to which ACIL Luxco 1 is a party 102 Meeting of the board of managers of ACIL Luxco 2 approving, inter alia, the NM1 / NM3 Finance Documents to which ACIL Luxco 2 is a party and the transfer of shares in ACIL Luxco 1 to ACIL Luxco 2 in consideration for the Luxco 2 Intercompany Payable (and shares in ACIL Luxco 2, if preferable) 103 Meeting of the board of managers of A3T Luxco 1 approving, inter alia, the NM1 / NM3 Finance Documents to which A3T Luxco 1 is a party and the transfer of (i) the shares in A3T from A3T Luxco 2 to A3T Luxco 1, and (ii) the intercompany receivable due from A3T to A3T Luxco Any other board meetings as necessary to approve the Restructuring Documents 105 EGM of shareholders of A3T Luxco 2 at which A3T Luxco 2 is transformed into a SA minutes of the meeting proxy to be given by A3T Luxco 1 declaration of beneficial ownership to be given by the ultimate beneficiaries A3T Luxco 1 - ACIL Luxco 1 - ACIL Luxco 2 - A3T Luxco 1 - Various Obligors - Notary - Proxyholder of A3T Luxco 1 21

49 valuation report from the auditor interim balance sheet 106 Update of the share register of A3T Luxco 2 following the issuance of shares to A3T Luxco Sign transfer agreement between A3T Luxco 2 and A3T Luxco 1 pursuant to which the parties agree to the transfer of all the shares in A3T and A3T intercompany loans from A3T Luxco 2 to A3T Luxco 1 (the "A3T Luxco 1 Transfer Agreement") 108 Sign contribution agreement between ACIL and ACIL Luxco 1 pursuant to which the parties agree to the contribution of the ABY shares from ACIL to ACIL Luxco 1 (the "ACIL Luxco 1 Contribution Agreement") 109 Sign transfer agreement between ACIL and ACIL Luxco 2 pursuant to which the parties agree to transfer the shares in ACIL Luxco 1 from ACIL to ACIL Luxco 2 in consideration for the Luxco 2 Intercompany Payable (and shares in ACIL Luxco 2, if preferable) (the "ACIL Luxco 1 Shares Transfer Agreement") - Depositary agent - A3T Luxco 1 - A3T Luxco 2 - A3T Luxco 1 - ACIL - ACIL Luxco 1 - ACIL - ACIL Luxco 2 Supporting documentssteps: see item 167. Supporting documentssteps: see item This step is related to the rollover contemplated in item below. See item Sign New Bonding Facilities Documentation - New Bonding Facilities Providers - Abengoa - AbeNewco 1 22

50 - AbeNewco 2 - relevant Obligors 111 Sign New Money Notes - New Money Financing Providers - Orphan HoldCo 1 - AbeNewco Sign New Money Tranche 1A loan - New Money Financing Providers - Orphan HoldCo Sign New Money Tranche 1B loan - New Money Financing Providers - Orphan HoldCo Sign New Money Tranche 2 loan - New Money Financing Providers - AbeNewco 1 - AbeNewco 2 - relevant Obligors 115 Sign New Money Tranche 3 loan - New Money Financing Providers - Orphan HoldCo Sign NM1 Proceeds Loan - Orphan HoldCo - A3T Luxco 2 23

51 - ACIL Luxco Sign on lending loans of NM1 Proceeds Loan ( On- Lending Loans ) - A3T Luxco 2 - A3T Luxco 1 - A3T 118 Sign Senior Old Money Loan Agreement - Consenting Existing Creditors - AbeNewco 2 - relevant Obligors The terms of this document should include an acknowledgement by each Consenting Existing Creditor that its participation is being issued in discharge of its Affected Debt. 119 Sign Senior Old Money Notes - Consenting Existing Creditors - AbeNewco 2 - relevant Obligors 120 Sign Junior Old Money Loan Agreement - Consenting Existing Creditors - AbeNewco 2 - relevant Obligors The terms of this document should include an acknowledgement by each Consenting Existing Creditor that its participation is being issued in discharge of its Affected Debt. 121 Sign Junior Old Money Notes - Consenting Existing Creditors - AbeNewco 2 - relevant Obligors 122 Sign agreement (the "ABG Liability Assumption Agreement") pursuant to which Abengoa S.A. agrees - Abengoa This step is related to the capitalisation contemplated in item below. 24

52 to assume 70% of the Existing Loans/Notes and Called Existing Bonding Facilities of Consenting Existing Creditors (the "ABG Assumed Liabilities") - relevant Obligors 123 Sign agreement (the "AB2 Liability Assumption Agreement") pursuant to which AbeNewco 2 agrees to assume 30% of the Existing Loans/Notes and Called Existing Bonding Facilities of Consenting Existing Creditors (the "AB2 Assumed Liabilities") - AbeNewco 2 - relevant Obligors 124 Sign ICA - AbeNewco1 - AbeNewco2 - New Bonding Facilities Providers - New Money Financing Providers - Orphan HoldCo 1 - Others 125 Sign NM1 Priority Collateral ICA - New Money Tranche 1 creditors - New Money Tranche 3 creditors - NM1 Group 25

53 126 Sign Luxembourg law title transfer collateral arrangement in respect of the shares in ACIL Luxco 1 in favour of Orphan HoldCo Sign English law custody account security in respect of the shares ACIL Luxco 1 will hold in ABY - ACIL Luxco 2 - Orphan HoldCo 1 - ACIL Luxco 1 - ACIL Luxco Sign Non Compromised Debt security release deed - ACIL - relevant Security Agents 129 Sign Luxembourg law share pledge agreement over the shares ACIL owns in ACIL Luxco Sign Luxembourg law title transfer collateral arrangement in respect of the shares in A3T Luxco 1 in favour of Orphan HoldCo Sign Luxembourg law title transfer collateral arrangement in respect of receivables that A3T Luxco 2 holds against A3T Luxco 1 in favour of Orphan HoldCo Sign Luxembourg law title transfer collateral arrangement in respect of receivables that ACIL Luxco 2 holds against ACIL Luxco 1 in favour of Orphan HoldCo 1 - ACIL - ACIL Luxco 2 - A3T Luxco 2 - Orphan HoldCo 1 - A3T Luxco 1 - A3T Luxco 2 - Orphan HoldCo 1 - A3T Luxco 1 - ACIL Luxco 2 - Orphan HoldCo 1 - ACIL Luxco 1 26

54 133 Sign Luxembourg law share pledge agreement over the shares in A3T Luxco 2 by A3T HoldCo and Abener Energía S.A. 134 Sign Luxembourg law account pledge agreement over the bank accounts held in Luxembourg by A3T Luxco Sign Luxembourg law share pledge agreement over the shares Orphan HoldCo 1 will hold in ACIL Luxco Sign Luxembourg law share pledge agreement over the shares Orphan HoldCo 1 will hold in A3T Luxco Sign Luxembourg law account pledge agreement over the bank accounts held in Luxembourg by A3T Luxco Sign Luxembourg law receivables pledge agreement over the receivables owed by A3T Luxco Sign Mexican law security trust which will capture (i) the shares in A3T and (ii) the rights of A3T under project contracts and its assets - A3T HoldCo - Abener Energía S.A. - A3T Luxco 2 - A3T Luxco 2 - Orphan HoldCo 1 - ACIL Luxco 1 - Orphan HoldCo 1 - A3T Luxco 1 - A3T Luxco 1 - A3T Luxco 1 - A3T Luxco 2 - A3T Luxco 1 - A3T 140 Sign English law share pledge over the shares in ACIL - ACIL - Abengoa Concessions, S.L. - Abengoa Solar, S.A. 141 Sign English law debenture over the assets of ACIL - ACIL 27

55 142 Sign Spanish law pledges over the shares in A3T HoldCo 143 Sign escrow and rollover agreements (the Escrow and Settlement Agreement which becomes Rollover Agreements ) which become effective in accordance with its their terms 144 If necessary (and to the extent not already due and payable), sign payment demand pursuant to which Abengoa demands payment of the amount due from Abengoa Mexico S.A. de C.V. to Abengoa 145 If necessary (and to the extent not already due and payable), sign payment demand pursuant to which Abengoa Mexico S.A. de C.V. demands payment of the amount due from A3T, resulting in such amount effectively becoming due and payable pursuant to the Código de Comercio, that expressly states that obligations with no fixed term shall become due and payable within 10 days - A3T HoldCo - Abener Energía S.A. - Negocios Industriales y Comerciales S.A. - Abengoa S.A. - Abengoa Greenbridge S.A. - New Money Financing Providers - relevant Obligors - Escrow Agent - Abengoa - Abengoa Mexico S.A. de C.V. 28

56 146 Assignment and set-off against the intercompany receivable due and payable by A3T to Abengoa Mexico S.A. de C.V. (the A3T/Abemex Receivable ) and/or debt substitution arrangement (as agreed with the Conciliator of Abengoa Mexico S.A. de C.V.) in respect of the intercompany receivable due and payable by Abengoa Mexico S.A. de C.V. to Abengoa 147 Debt assumption (conditional on the occurrence of the Restructuring Completion Date) by A3T Luxco 2 of any liabilities which A3T continues to have under the A3T/Abemex Receivable 148 Sign any other ABG Finance Documents (to the extent they have not already been signed pursuant to steps 106 to to 147 above) 149 Sign any other NM1/NM3 Finance Documents (to the extent they have not already been signed pursuant to steps 106 to to 147 above) 150 Sign any other Crossover Finance Documents (to the extent they have not already been signed pursuant to steps 106 to to 147 above) 151 Sign any other relevant Restructuring Documents (to the extent they have not already been signed pursuant to steps 106 to to 147 above) - Abengoa - A3T - Abengoa Mexico S.A. de C.V. - A3T Luxco 2 - A3T - All relevant parties - All relevant parties - All relevant parties - All relevant parties 29

57 152 Lucid to complete KYC on New Money Financing Providers - New Money Financing Providers - Escrow Agent 153 Sign Non-Compromised Debt rollover documents (the "Rollover Documents") pursuant to which: The rollover described in this item will be cashless and will be effected by way of book entries. Lenders of the Non-Compromised Debt who have elected to roll their commitments under the Non- Compromised Debt into New Money Tranche 1A and/or New Money Tranche 1B agree to transfer their existing participations in such Non-Compromised Debt to Orphan HoldCo 1 in consideration for commitments under New Money Tranche 1A and New Money Tranche 1B as applicable (the "Rollover Proportions"); ACIL Luxco 2 pays an amount equal to the Rollover Proportions to Orphan HoldCo 1 3 (documented as a loan from ACIL Luxco 2 to ACIL and a direction to pay, issued by ACIL, directing ACIL Luxco 2 to pay the funds to Orphan HoldCo 1) to (i) discharge ACIL's existing obligations in respect of the Rollover Proportions of the Non-Compromised Debt (owing to Orphan HoldCo 1 as a result of the previous step) and (ii) ACIL Luxco 2's - Lenders of the Non- Compromised Debt - ACIL - ACIL Luxco 2 - Orphan HoldCo 1 For the avoidance of doubt, the payment from ACIL LuxCo 2 to Orphan HoldCo 1 is a new payment, and is not paid in order to discharge the NM1 Proceeds Loan. 3 The new debt owing from ACIL Luxco 2 to Orphan HoldCo will be an element of the NM1 Proceeds Loan advanced to ACIL Luxco 2. 30

58 obligations to ACIL in respect of the Luxco 2 Intercompany Payable (arising pursuant to item above); 154 AbeNewco 1 agrees to provide the December 2015 Bank Facility lenders with a participation in New Money Tranche 2 in discharge of accrued interest and fees owed by ACIL under the December 2015 Bank Facility in respect of creditors under the December 2015 Bank Facility participating in New Money Tranche 1B (the resulting AbeNewco 1 receivable from ACIL will then be written off or capitalised);repaid in accordance with the Funds Flow); and AbeNewco 1 agrees with Orphan HoldCo 1 that AbeNewco 1 will provide the relevant New Money Tranche 1B providers with participations in New Money Tranche 2 in an amount equal to the upfront/structuring/back-end fee and PIK interest payable in respect of New Money Tranche 1B on the terms set out in the Term Sheet (the "NM1B Fee Arrangement"); and AbeNewco 1 agrees to provide the September 2015 Bank Facility lenders with a participation in New Money Tranche 2 to discharge (either wholly or partially) their participations in the September 2015 Bank Facility in an - AbeNewco 1 - ACIL - AbeNewco 1 - Orphan HoldCo 1 - AbeNewco 1 - Abengoa - Orphan HoldCo 1 31

59 amount equal to their New Money Tranche 2 commitments. - New Money Tranche 1B lenders Sign New Corporate Governance Documents - Abengoa - A3T - Orphan HoldCo 1 - NM1 Monitor - Other relevant parties Funds flow statement (the "Funds Flow") prepared showing the flow of funds received from the New Money Financing from Orphan HoldCo 1 to A3T, ACIL Luxco 2 and A3T Luxco 2, and from A3T, ACIL Luxco 2 and A3T Luxco 2 and such other members of the Group as necessary 156 ABG Liability Assumption Agreement released and becomes effective pursuant to which Abengoa S.A. assumes the ABG Assumed Liabilities 157 Abengoa will contribute through a contribution in kind (aportación no dineraria) into AbeNewco 2 all shares and participations currently owned by Abengoa in its direct subsidiaries, and AbeNewco 2 will then contribute through a contribution in kind (aportación no dineraria) such shares into AbeNewco 1 - HL - Abengoa - relevant Obligors - Abengoa - AbeNewco 1 32

60 158 AbeNewco 1 to grant a public notarial deed of a capital increase reflecting the contributions to be made in accordance with step AbeNewco 2 to grant a public notarial deed of a capital increase reflecting the contributions to be made in accordance with step Registration of the public notarial deed of the capital increase of AbeNewco 1 with the Commercial Registry. 161 Registration of the public notarial deed of the capital increase of AbeNewco 2 with the Commercial Registry Satisfaction or waiver of conditions precedent to the Restructuring Steps Commencement Date (other than funding the New Money Financing into the Escrow Account in accordance with the Escrow and Rollover Agreements New Money Financing Providers to fund an amount equal to the New Money Financing into the relevant EUR escrow account accounts and/or USD escrow - Abengoa - AbeNewco 2 - Abengoa - AbeNewco 1 - Abengoa - AbeNewco 2 - Abengoa - Obligors - New Money Financing Providers This document will need to attach the following: (a) relevant corporate resolutions, and (b) a report of an Independent Expert appointed by the Commercial Registry regarding the value of the contribution in kind. This document will need to attach the following: (a) relevant corporate resolutions, and (b) a report of an Independent Expert appointed by the Commercial Registry regarding the value of the contribution in kind. New Money Financing Providers should only be required to fund once all conditions precedent to the Restructuring Steps 33

61 account held by the Escrow Agent either directly or through Euroclear or Clearstream in accordance with the terms of the Escrow and Settlement Agreement 4 Rollover Agreements 4 - Escrow Agent Commencement Date have been satisfied or waived Notification of the Restructuring Steps Commencement Date - Restructuring Agent 4 New Money Financing Providers who are rolling over existing commitments in accordance with item 153 above shall not be required to fund into escrow an amount equal to such rollover proportions. 4 New Money Financing Providers who are rolling over existing commitments in accordance with item 153 above shall not be required to fund into escrow an amount equal to such rollover proportions. 34

62 4 Implementation Steps: Steps from the Restructuring Steps Commencement Date to the Restructuring Completion Date 160 ABG Liability Assumption Agreement released and becomes effective pursuant to which Abengoa S.A. assumes the ABG Assumed Liabilities A3T HoldCo Refinancing Agreement released and becomes effective pursuant to which Abengoa and Abengoa Greenbridge, S.A. capitalise their existing intercompany loans to A3T HoldCo in accordance with the terms thereof 162 English law share pledge over the shares in ACIL released and becomes effective 163 English law security over the assets of ACIL released and becomes effective 164 Spanish law pledges over the shares in A3T HoldCo released and becomes effective - Abengoa - relevant Obligors - Abengoa - Abengoa Greenbridge, S.A. - A3T HoldCo - ACIL - Abengoa Concessions, S.L. - Abengoa Solar, S.A. - ACIL - A3T HoldCo - Abener Energía S.A. Abengoa and Abengoa Greenbridge, S.A. will become direct shareholders of A3T HoldCo 35

63 - Negocios Industriales y Comerciales S.A. - Abengoa S.A. - Abengoa Greenbridge S.A. 165 Luxembourg law share pledge agreement over the shares ACIL owns in ACIL Luxco 2 released and becomes effective 166 Luxembourg law share pledge agreement over the shares in A3T Luxco 2 held by A3T HoldCo and Abener Energía S.A. released and becomes effective 167 A3T Luxco 1 Transfer Agreement released and becomes effective pursuant to which all the shares in A3T and A3T intercompany loans are transferred from A3T Luxco 2 to A3T Luxco EGM of shareholders of A3T Luxco 1 at which new shares in A3T Luxco 1 are issued and subscribed: - ACIL - ACIL Luxco 2 - A3T HoldCo - Abener Energía S.A. - A3T Luxco 2 - A3T Luxco 2 - A3T Luxco 1 - Notary - Proxyholder of A3T Luxco 2 A3T Luxco 2 will contribute its shares in A3T and its intercompany loan to A3T to A3T Luxco 1 in return for shares in A3T Luxco 1 36

64 minutes of the meeting proxy to be given by A3T Luxco 2 declaration of beneficial ownership to be given by the ultimate beneficiaries A3T Luxco 2 valuation report regarding the contribution to be made by A3T Luxco 2 from the auditor transfer agreement referred to in item A3T Luxco 1 Transfer Agreement released and becomes effective pursuant to which all the shares in A3T and A3T intercompany loans are transferred from A3T Luxco 2 to A3T Luxco Update of the share register of A3T Luxco 1 following the issuance of shares to A3T Luxco English law custody account security in respect of the shares ACIL Luxco 1 will hold in ABY released and becomes effective - A3T Luxco 2 - A3T Luxco 1 - A3T Luxco 1 - Depositary agent - ACIL Luxco 1 A3T Luxco 2 will contribute its shares in A3T and its intercompany loan to A3T to A3T Luxco 1 in return for shares in A3T Luxco 1 37

65 171 Non Compromised Debt security release deed released and becomes effective 172 ACIL Luxco 1 Contribution Agreement released and becomes effective pursuant to which the ABY shares are contributed from ACIL to ACIL Luxco EGM of shareholders of ACIL Luxco 1 at which new shares in ACIL Luxco 1 are issued and subscribed: minutes of the meeting proxy to be given by ACIL declaration of beneficial ownership to be given by the ultimate beneficiaries ACIL valuation report regarding the contribution to be made by ACIL contribution agreement referred to in item Update of the share register of ACIL Luxco 1 following the issuance of shares to ACIL 175 ACIL Luxco 1 Shares Transfer Agreement released and becomes - ACIL - Security Agents - ACIL - ACIL Luxco 1 - Notary - Proxyholder of ACIL - ACIL Luxco 1 - Depositary agent - ACIL ACIL will contribute the ABY shares to ACIL Luxco 1 in return for shares in ACIL Luxco 1 38

66 effective pursuant to which the shares in ACIL Luxco 1 are transferred by ACIL to ACIL Luxco 2 - ACIL Luxco EGM of shareholders of ACIL Luxco 2 at which new shares in ACIL Luxco 2 are issued and subscribed: minutes of the meeting proxy to be given by ACIL declaration of beneficial ownership to be given by the ultimate beneficiaries of ACIL valuation report regarding the contribution to be made by ACIL from the auditor transfer agreement referred to in item ACIL Luxco 1 Contribution Agreement and custodian instruction letters released and become effective pursuant to which the ABY shares are contributed from ACIL to ACIL Luxco Update of the share register of ACIL Luxco 1 following the issuance of shares to ACIL - Notary - Proxyholder of ACIL - ACIL - ACIL Luxco 1 - ACIL Luxco 1 - Depositary agent ACIL will contribute the ABY shares to ACIL Luxco 1 in return for shares in ACIL Luxco 1 39

67 173 ACIL Luxco 1 Shares Transfer Agreement released and becomes effective pursuant to which the shares in ACIL Luxco 1 are transferred by ACIL to ACIL Luxco Update of the share register of ACIL Luxco 2 following the issuance of shares to ACIL Update of the share register of ACIL Luxco 1 following the transfer of the shares in ACIL Luxco 1 to ACIL Luxco Luxembourg law account pledge agreement over the bank accounts held in Luxembourg by A3T Luxco 2 released and becomes effective 180 Luxembourg law account pledge agreement over the bank accounts held in Luxembourg by A3T Luxco 1 released and becomes effective 181 Luxembourg law receivables pledge agreement over the receivables owed by A3T Luxco 1 released and becomes effective - ACIL - ACIL Luxco 2 - ACIL Luxco 2 - Depositary agent - ACIL Luxco 1 - Depositary Agent - A3T Luxco 2 - A3T Luxco 1 - A3T Luxco 1 - A3T Luxco 2 40

68 182 Mexican law security trust which will capture (i) the shares in A3T and (ii) the rights of A3T under project contracts and its assets released and becomes effective Senior Old Money Loan Agreement, Senior Old Money Notes, Junior Old Money Loan Agreement and Junior Old Money Notes released and become effective pursuant to which the AB2 Assumed Liabilities will be exchanged for the Old Money in accordance with the Alternative Restructuring Terms Old Money Collateral documents released and become effective New Bonding Facilities Documentation released and becomes effective New Money Notes released and become effective - A3T Luxco 1 - A3T - AbeNewco2 -Abengoa - AbeNewco1 - New Bonding Facilities Providers - Orphan HoldCo 1 - New Money Financing Providers 41

69 New Money Tranche 1A loan released and becomes effective New Money Financing Tranche 1B loan released and becomes effective New Money Tranche 2 loan released and becomes effective New Money Tranche 3 loan released and becomes effective - Orphan HoldCo 1 - New Money Financing Providers - Orphan HoldCo 1 - New Money Financing Providers - AbeNewco1 - New Money Financing Providers - Orphan HoldCo 1 - New Money Financing Providers ICA released and becomes effective - AbeNewco1 - AbeNewco2 - New Bonding Facilities Providers - New Money Financing Providers - Orphan HoldCo 1 - Others NM1 Priority Collateral ICA released and becomes effective - New Money Tranche 1 creditors 42

70 - New Money Tranche 3 creditors - NM1 Group NM1 Proceeds Loan released and becomes effective 194 Rollover Documents released and become effective pursuant to which the Rollover Proportions are rolled into New Money Tranche 1A and New Money Tranche 1B On-Lending Loans (referred to in step above) released and become effective NM1B Fee Novation Arrangement released and become effective pursuant to which Orphan HoldCo 1 novates its rights under the NM1B Fee Arrangement to the lenders of New Money Tranche 1BEnglish law custody account security in respect of - Orphan HoldCo 1 - A3T Luxco 2 - ACIL Luxco 2 - Lenders of the Non- Compromised Debt - ACIL - ACIL Luxco 2 - Orphan HoldCo 1 - AbeNewco 1 - A3T Luxco 2 - A3T Luxco 1 - A3T - Orphan HoldCo 1 - New Money Tranche 1B lenders - ACIL Luxco 1 43

71 the shares ACIL Luxco 1 will hold in ABY released and becomes effective 189 English law share pledge over the shares in ACIL released and becomes effective 190 English law security over the assets of ACIL released and becomes effective 191 Spanish law pledges over the shares in A3T HoldCo released and becomes effective 192 Luxembourg law share pledge agreement over the shares in A3T Luxco 2 held by A3T HoldCo and Abener Energía S.A. released and becomes effective - ACIL - Abengoa Concessions, S.L. - Abengoa Solar, S.A. - ACIL - A3T HoldCo - Abener Energía S.A. - Negocios Industriales y Comerciales S.A. - Abengoa S.A. - Abengoa Greenbridge S.A. - A3T HoldCo - Abener Energía S.A. - A3T Luxco 2 44

72 193 Luxembourg law account pledge agreement over the bank accounts held in Luxembourg by A3T Luxco 2 released and becomes effective 194 Luxembourg law account pledge agreement over the bank accounts held in Luxembourg by A3T Luxco 1 released and becomes effective 195 Sending notices to the account banks in respect of the Luxembourg law account pledges of A3T Luxco 1 and A3T Luxco 2 and acknowledgement to be received by the account bank Any other ABG Finance Documents released and become effective (to the extent they have not already been released and become effective pursuant to steps 159 to 195 above165 to 194 above or are to be released and become effective pursuant to steps 200 to 226 below) Any other NM1/NM3 Finance Documents released and become effective (to the extent they have not already been released and become - A3T Luxco 2 - A3T Luxco 1 - A3T Luxco 1 - A3T Luxco 2 - Account banks - All relevant parties - All relevant parties 45

73 effective pursuant to steps 159 to 195 above165 to 194 above or are to be released and become effective pursuant to steps 200 to 226 below) Any other Crossover Finance Documents released and become effective (to the extent they have not already been released and become effective pursuant to steps 159 to 195 above165 to 194 above or are to be released and become effective pursuant to steps 200 to 226 below) Any other relevant Restructuring Documents released and become effective (to the extent they have not already been released and become effective pursuant to steps 159 to 195 above165 to 194 above or are to be released and become effective pursuant to steps 200 to 226 below) Update of the share register of ACIL Luxco 1 following the transfer of all the shares in ACIL Luxco 1 to Orphan HoldCo 1Non Compromised Debt - All relevant parties - All relevant parties - ACILLuxco 1 - Depositary Agent - Security Agents 46

74 security release deed released and becomes effective 202 Recording of the share pledge over all the shares in ACIL Luxco 1 in the share register of ACIL Luxco 1 by Orphan HoldCo Sending notices to the account banks in respect of the Luxembourg law account pledges of A3T Luxco 1 and A3T Luxco 2 and acknowledgement to be received by the account bank Release and application of New Money Financing from escrow and in accordance with the Escrow and Settlement Agreement Rollover Agreements and the Funds Flow Release of Rollover Documents and Rollover of applicable Non- Compromised Debt becomes effective pursuant to which the Rollover Proportions are rolled into New Money Tranche 1A and New Money Tranche 1B Luxembourg law title transfer collateral arrangement in respect of - ACIL Luxco 1 - Depositary Agent - A3T Luxco 1 - A3T Luxco 2 - Account banks - Lucid - New Money Financing Providers - ACIL Luxco 2 47

75 the shares in ACIL Luxco 1 in favour of Orphan HoldCo 1 released and becomes effective - Orphan HoldCo 1 - ACIL Luxco Update of the share register of ACIL Luxco 1 following the transfer of all the shares in ACIL Luxco 1 to Orphan HoldCo Luxembourg law title transfer collateral arrangement in respect of the shares in A3T Luxco 1 and receivables in favour of Orphan HoldCo 1 released and becomes effective Luxembourg law title transfer collateral arrangement in respect of receivables that A3T Luxco 2 holds against A3T Luxco 1 in favour of Orphan HoldCo 1 released and becomes effective Luxembourg law title transfer collateral arrangement in respect of receivables that ACIL Luxco 2 holds against ACIL Luxco 1 in favour of Orphan HoldCo 1 becomes effective - ACIL Luxco 1 - Depositary Agent - A3T Luxco 2 - Orphan HoldCo 1 - A3T Luxco 1 - A3T Luxco 2 - Orphan HoldCo 1 - A3T Luxco 1 - ACIL Luxco 2 - Orphan HoldCo 1 - ACIL Luxco 1 48

76 Update of the share register of A3T Luxco 1 following the transfer of all the shares in A3T Luxco 1 to Orphan HoldCo Recording of the share pledge over all the shares in A3T Luxco 1 in the share register of A3T Luxco 1 by Orphan HoldCo Recording of the share pledge over all the shares in ACIL Luxco 2 in the share register of ACIL Luxco 2 by ACIL Recording of the share pledge over all the shares in A3T Luxco 2 in the share register of A3T Luxco 2 by Abener Energía S.A. and A3T HoldCo Luxembourg law share pledge agreement over the shares in ACIL Luxco 1 to be owned by Orphan HoldCo 1 released and becomes effective 211 Recording of the share pledge over all the shares in ACIL Luxco 1 in the - A3T Luxco 1 - Depositary Agent - A3T Luxco 1 - Depositary agent - ACIL Luxco 2 - Depositary Agent - A3T Luxco 2 - Depositary Agent - Orphan HoldCo 1 - ACIL Luxco 1 - ACIL Luxco 1 - Depositary Agent 49

77 share register of ACIL Luxco 1 by Orphan HoldCo Luxembourg law share pledge agreement over the shares in A3T Luxco 1 owned by Orphan HoldCo 1 released and becomes effective Proceeds from New Money Tranche 1B to be distributed to ACIL in accordance with the Funds Flow to repay lenders under the December 2015 Bank Facility which are not electing to rollover into New Money Tranche 1BRecording of the share pledge over all the shares in A3T Luxco 1 in the share register of A3T Luxco 1 by Orphan HoldCo Luxembourg law receivables pledge agreement over the receivables owed to Orphan HoldCo 1 released and becomes effective - Orphan HoldCo 1 - A3T Luxco 1 - ACIL- A3T Luxco 1 - Depositary agent - A3T Luxco 1 - A3T Luxco Luxembourg law legal opinions relating to each of the Luxembourg law title transfer collateral arrangements and the Luxembourg law share pledge agreements over the 50

78 shares in A3T Luxco 1 and ACIL Luxco 1 owned by Orphan HoldCo 1 are released and become effective. 216 Settlement of New Money Notes, will be arranged by the Information Agent through Euroclear/Clearstream 217 Settlement of Junior Old Money Notes and Senior Old Money Notes will be arranged by the Information Agent through Euroclear/Clearstream 218 Abengoa board resolutions approving, amongst other things, the actions, steps or transactions specified in Clause 3.8 (Equity structure (post Restructuring)) of the Restructuring Agreement 219 Deloitte to deliver final auditor s certificate in connection with issuance of the Post-Restructuring Equity 220 Abengoa to grant one or several public notarial deed(s) of capital restructuring, including the relevant amendments to the by-laws - Orphan HoldCo 1 - Information Agent - Information Agent - Abengoa ABG Assumed Liabilities and Structuring Fees converted into equity in Abengoa. - Deloitte S.L. - Abengoa This document/these documents will need to attach the following: (a) corporate resolutions (including those passed by the EGM and the BoD and the relevant reports); and (b) final Deloitte s certificate. 51

79 221 Registration of the public deed(s) of capital restructuring with the Commercial Registry of Seville 222 Upon registration of the public deed of capital restructuring with the Commercial Registry of Seville, Abengoa shall deliver such public deed(s) together with relevant supporting documentation to the CNMV, Spanish Stock Exchanges and Iberclear for the purposes of creating the Post-Restructuring Equity in bookentry form and admission to listing on the Spanish Stock Exchanges 223 Book entries for the Post- Restructuring Equity created 224 Admission to listing of the Post- Restructuring Equity by the CNMV and the Madrid Stock Exchange 225 New shares commence trading on the Spanish Stock Exchange 226 AB2 Liability Assumption Agreement released and becomes effective - Abengoa - Abengoa - Abengoa/Iberclear - Abengoa - Abengoa - AbeNewco 2 - relevant Obligors 52

80 pursuant to which AbeNewco 2 assumes the AB2 Assumed Liabilities 227 Abengoa will contribute through a contribution in kind (aportación no dineraria) into AbeNewco 2 all shares and participations currently owned by Abengoa in its direct subsidiaries, and AbeNewco 2 will then contribute through a contribution in kind (aportación no dineraria) such shares into AbeNewco 1 - Abengoa - AbeNewco AbeNewco 1 to grant a public notarial deed of a capital increase reflecting the contributions to be made in accordance with step AbeNewco 2 to grant a public notarial deed of a capital increase reflecting the contributions to be made in accordance with step Registration of the public notarial deed of the capital increase of AbeNewco 1 with the Commercial Registry 231 Registration of the public notarial deed of the capital increase of AbeNewco 2 with the Commercial Registry - Abengoa - AbeNewco 2 - Abengoa - AbeNewco 1 - Abengoa - AbeNewco 2 This document will need to attach the following: (a) relevant corporate resolutions, and (b) a report of an Independent Expert appointed by the Commercial Registry regarding the value of the contribution in kind. This document will need to attach the following: (a) relevant corporate resolutions, and (b) a report of an Independent Expert appointed by the Commercial Registry regarding the value of the contribution in kind. 53

81 The order confirming the relevant Chapter 11 Plan is (a) final or (b) in full force and effect and not subject to a stay and the relevant Chapter 11 Plan is capable of being substantially consummated in accordance with its terms 228 Notification of the Restructuring Completion Date Terms of the Chapter 11 Plan to become effective and notice of the effectiveness of the Chapter 11 Plan to be filed in the Delaware Bankruptcy Court and served on all creditors, interested parties and other relevant parties Terms of the ACIL CVA to become effective 235 Notification of the Restructuring Completion Date 5 - Restructuring Agent - Restructuring Committee - Go Forward Chapter 11 Companies - ACIL - Restructuring Agent 5 Steps 218 to 228 to each be conditional upon the other steps occurring. 6 In line with the conditionality in the Chapter 11 Plan, the Chapter 11 Plan will become effective upon the occurrence of the Restructuring Completion Date. 5 Steps 218 to 235 to each be conditional upon the other steps occurring. 54

82 - Restructuring Committee 55

83 5 Post-Completion Steps 231 Equity agent to liaise with Abengoa and Iberclear for the transfer of the Post-Restructuring Equity to the Consenting Existing Creditors and the New Financing Providers nominated accounts in Iberclear 232 Applications made for listing of each of the New Money Notes, Senior Old Money Notes and Junior Old Money Notes on a regulated or unregulated exchange 233 Relevant issuers of Existing Notes notifying the relevant Note Agent, fiscal paying agent, reference agent, commissioner, depository and/or legal owner (as applicable) in respect of the Existing Notes of the existence of the Pool Factor and to take all actions and/or steps to implement and consummate the Pool Factor 234 Relevant issuers of Existing Notes to issue cancellation and markdown instructions to the relevant Note Agents 235 Cancellation and markdown instructions delivered to the relevant common depositaries - Equity agent - Abengoa - Iberclear - Orphan HoldCo 1 - AbeNewco 2 - relevant issuers of Existing Notes - relevant issuers of Existing Notes - Note Agents - relevant common depositaries The Information Agent will provide data to the Equity agent. 56

84 236 Satisfaction of relevant conditions precedent to the drawdown of the remaining New Money Financing in escrow, as set out in the Alternative Financing Structure described in the consent request letter dated 14 February 2017 (the Alternative Financing Structure ) 237 Completion of remaining steps required to implement the Alternative Financing Structure - Abengoa - relevant Obligors - Abengoa - relevant Obligors - New Money Financing Providers - others 57

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