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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): February 26, 2020

 

Clearway Energy, Inc.

(Exact name of Registrant as specified in its charter)

 

Delaware (State or other jurisdiction of incorporation)

001-36002 (Commission File Number)

46-1777204 (IRS Employer Identification No.)

 

300 Carnegie Center, Suite 300, Princeton, New Jersey 08540

(Address of principal executive offices, including zip code)

 

(609) 608-1525

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.01	CWEN.A	New York Stock Exchange
Class C Common Stock, par value $0.01	CWEN	New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company     ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 1.01 Entry Into a Material Definitive Agreement.

 

Tenth Supplemental Indenture

 

On February 26, 2020, Clearway Energy Operating LLC (“Clearway Operating LLC”), a subsidiary of Clearway Energy LLC (“Clearway LLC”), the guarantors currently party to the 2026 Notes Indenture (defined below), DG SREC HoldCo LLC (“DG”), CWEN Pinnacle Repowering Holdings LLC (together with DG, the “Guaranteeing Subsidiaries”) and Delaware Trust Company (as successor in interest to Law Debenture Trust Company of New York), as trustee (the “Trustee”), entered into the tenth supplemental indenture (the “Tenth Supplemental Indenture”), supplementing the indenture, dated as of August 18, 2016 (as amended or supplemented to the date hereof, the “2026 Notes Indenture”), by and among Clearway Operating LLC, the guarantors party thereto and the Trustee, pursuant to which Clearway Operating LLC issued $350,000,000 in aggregate principal amount of its 5.000% Senior Notes due 2026 (the “2026 Notes”).  Pursuant to the Tenth Supplemental Indenture, the Guaranteeing Subsidiaries became guarantors of Clearway Operating LLC’s obligations under the 2026 Notes. Each of Clearway Operating LLC, Clearway LLC and the Guaranteeing Subsidiaries are subsidiaries of Clearway Energy, Inc.

 

The foregoing description of the Tenth Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the Tenth Supplemental Indenture, which is attached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein.

 

Sixth Supplemental Indenture

 

On February 26, 2020, Clearway Operating LLC, the guarantors currently party to the 2025 Notes Indenture (defined below), the Guaranteeing Subsidiaries and the Trustee also entered into the sixth supplemental indenture (the “Sixth Supplemental Indenture”), supplementing the indenture, dated as of October 1, 2018 (as amended or supplemented to the date hereof, the “2025 Notes Indenture”), by and among Clearway Operating LLC, the guarantors party thereto and the Trustee, pursuant to which Clearway Operating LLC issued $600,000,000 in aggregate principal amount of its 5.750% Senior Notes due 2025 (the “2025 Notes”).  Pursuant to the Sixth Supplemental Indenture, the Guaranteeing Subsidiaries became guarantors of Clearway Operating LLC’s obligations under the 2025 Notes.

 

The foregoing description of the Sixth Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the Sixth Supplemental Indenture, which is attached as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated by reference herein.

  

Second Supplemental Indenture

 

On February 26, 2020, Clearway Operating LLC, the guarantors currently party to the 2028 Notes Indenture (defined below), the Guaranteeing Subsidiaries and the Trustee also entered into the second supplemental indenture (the “Second Supplemental Indenture”), supplementing the indenture, dated as of December 11, 2019 (as amended or supplemented to the date hereof, the “2028 Notes Indenture”), by and among Clearway Operating LLC, the guarantors party thereto and the Trustee, pursuant to which Clearway Operating LLC issued $600,000,000 in aggregate principal amount of its 4.750% Senior Notes due 2028 (the “2028 Notes”).  Pursuant to the Second Supplemental Indenture, the Guaranteeing Subsidiaries became guarantors of Clearway Operating LLC’s obligations under the 2028 Notes. 

 

The foregoing description of the Second Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the Second Supplemental Indenture, which is attached as Exhibit 4.3 to this Current Report on Form 8-K and is incorporated by reference herein.

 

Item 9.01 Financial Statements and Exhibits

 

(d)            Exhibits

 

Exhibit No.		Document
4.1		Tenth Supplemental Indenture, dated as of February 26, 2020, among Clearway Energy Operating LLC, the guarantors named therein and Delaware Trust Company (as successor in interest to Law Debenture Trust Company of New York).
4.2		Sixth Supplemental Indenture, dated as of February 26, 2020, among Clearway Energy Operating LLC, the guarantors named therein and Delaware Trust Company.
4.3		Second Supplemental Indenture, dated as of February 26, 2020, among Clearway Energy Operating LLC, the guarantors named therein and Delaware Trust Company.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

2

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	Clearway Energy, Inc.
	(Registrant)
	By:	/s/ Kevin P. Malcarney
		Kevin P. Malcarney
		General Counsel and Corporate Secretary
March 3, 2020

 

3

 

 

Exhibit 4.1

 

TENTH SUPPLEMENTAL INDENTURE

 

TENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 26, 2020, among DG SREC HoldCo LLC and CWEN Pinnacle Repowering Holdings LLC (collectively, the “Guaranteeing Subsidiaries”), each a subsidiary of Clearway Energy Operating LLC (formerly known as NRG Yield Operating LLC) (or its permitted successor), a Delaware limited liability company (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and Delaware Trust Company (as successor in interest to Law Debenture Trust Company of New York), as trustee under the Indenture referred to below (the “Trustee”).

 

W I T N E S S E T H

 

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of August 18, 2016 providing for the issuance of 5.000% Senior Notes due 2026 (the “Notes”);

 

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which each Guaranteeing Subsidiary shall fully and unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Subsidiary Guarantee”); and

 

WHEREAS, pursuant to Sections 4.10 and 9.01 of the Indenture, the Trustee, the Company and the other Guarantors are authorized to execute and deliver this Supplemental Indenture.

 

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

 

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

 

2.             AGREEMENT TO GUARANTEE. Each Guaranteeing Subsidiary hereby becomes a party to the Indenture as a Guarantor and as such will have all the rights and be subject to all the Obligations and agreements of Guarantors under the Indenture. Each Guaranteeing Subsidiary hereby agrees to provide a full and unconditional Guarantee on the terms and subject to the conditions set forth in the Subsidiary Guarantee and in the Indenture including but not limited to Article 10 thereof.

 

3.             NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

 

 

4.             NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

 

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

 

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

 

7.             THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the Company.

 

8.            RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURE FOR ADDITIONAL GUARANTEES PART OF INDENTURE. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture for Additional Guarantees shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall by bound hereby.

 

 

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

 

	DG SREC HOLDCO LLC
	CWEN PINNACLE REPOWERING HOLDINGS LLC
	By:	/s/ Chad Plotkin
	Name:	Chad Plotkin
	Title:	Vice President & Treasurer
	CLEARWAY ENERGY OPERATING LLC
	CLEARWAY ENERGY LLC
	DGPV HOLDING LLC
	By:	/s/ Chad Plotkin
	Name:	Chad Plotkin
	Title:	Senior Vice President, Chief Financial Officer & Treasurer

 

[Signature Page to Tenth Supplemental Indenture]

 

 

	ALTA WIND 1-5 HOLDING COMPANY, LLC
	ALTA WIND COMPANY, LLC
	CBAD HOLDINGS II, LLC
	CENTRAL CA FUEL CELL 1, LLC
	CLEARWAY SOLAR STAR LLC
	ECP UPTOWN CAMPUS HOLDINGS LLC
	ENERGY CENTER CAGUAS HOLDINGS LLC
	ENERGY CENTER FAJARDO HOLDINGS LLC
	FUEL CELL HOLDINGS LLC
	PORTFOLIO SOLAR I, LLC
	RPV HOLDING LLC
	SOLAR FLAGSTAFF ONE LLC
	SOLAR IGUANA LLC
	SOLAR LAS VEGAS MB 1 LLC
	SOLAR TABERNACLE LLC
	SOUTH TRENT HOLDINGS LLC
	SPP ASSET HOLDINGS, LLC
	SPP FUND II HOLDINGS, LLC
	SPP FUND II, LLC
	SPP FUND II-B, LLC
	SPP FUND III, LLC
	THERMAL CANADA INFRASTRUCTURE HOLDINGS LLC
	THERMAL HAWAII DEVELOPMENT HOLDINGS LLC
	THERMAL INFRASTRUCTURE DEVELOPMENT HOLDINGS LLC
	UB FUEL CELL, LLC
	By:	/s/ Chad Plotkin
	Name:	Chad Plotkin
	Title:	Vice President & Treasurer

 

[Signature Page to Tenth Supplemental Indenture]

 

 

DELAWARE TRUST COMPANY

 

By:	/s/ Benjamin Hancock
	Authorized Signatory:

 

[Signature Page to Tenth Supplemental Indenture]

 

 

Exhibit 4.2

 

SIXTH SUPPLEMENTAL INDENTURE

 

SIXTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 26, 2020, among DG SREC HoldCo LLC and CWEN Pinnacle Repowering Holdings LLC (collectively, the “Guaranteeing Subsidiaries”), each a subsidiary of Clearway Energy Operating LLC (or its permitted successor), a Delaware limited liability company (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and Delaware Trust Company, as trustee under the Indenture referred to below (the “Trustee”).

 

W I T N E S S E T H

 

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of October 1, 2018 providing for the issuance of 5.750% Senior Notes due 2025 (the “Notes”);

 

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which each Guaranteeing Subsidiary shall fully and unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Subsidiary Guarantee”); and

 

WHEREAS, pursuant to Sections 4.10 and 9.01 of the Indenture, the Trustee, the Company and the other Guarantors are authorized to execute and deliver this Supplemental Indenture.

 

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

 

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

 

2.           AGREEMENT TO GUARANTEE. Each Guaranteeing Subsidiary hereby becomes a party to the Indenture as a Guarantor and as such will have all the rights and be subject to all the Obligations and agreements of a Guarantor under the Indenture. Each Guaranteeing Subsidiary hereby agrees to provide a full and unconditional Guarantee on the terms and subject to the conditions set forth in the Subsidiary Guarantee and in the Indenture including but not limited to Article 10 thereof.

 

3.          NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

 

4.          NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

 

 

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

 

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

 

7.          THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the Company.

 

8.          RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURE FOR ADDITIONAL GUARANTEES PART OF INDENTURE. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture for Additional Guarantees shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall by bound hereby.

 

 

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

 

	DG SREC HOLDCO LLC
	CWEN PINNACLE REPOWERING HOLDINGS LLC
	By:	/s/ Chad Plotkin
	Name:	Chad Plotkin
	Title:	Vice President & Treasurer
	CLEARWAY ENERGY OPERATING LLC
	CLEARWAY ENERGY LLC
	DGPV HOLDING LLC
	By:	/s/ Chad Plotkin
	Name:	Chad Plotkin
	Title:	Senior Vice President, Chief Financial Officer & Treasurer

 

[Signature Page to Sixth Supplemental Indenture]

 

 

	ALTA WIND 1-5 HOLDING COMPANY, LLC
	ALTA WIND COMPANY, LLC
	CBAD HOLDINGS II, LLC
	CENTRAL CA FUEL CELL 1, LLC
	CLEARWAY SOLAR STAR LLC
	ECP UPTOWN CAMPUS HOLDINGS LLC
	ENERGY CENTER CAGUAS HOLDINGS LLC
	ENERGY CENTER FAJARDO HOLDINGS LLC
	FUEL CELL HOLDINGS LLC
	PORTFOLIO SOLAR I, LLC
	RPV HOLDING LLC
	SOLAR FLAGSTAFF ONE LLC
	SOLAR IGUANA LLC
	SOLAR LAS VEGAS MB 1 LLC
	SOLAR TABERNACLE LLC
	SOUTH TRENT HOLDINGS LLC
	SPP ASSET HOLDINGS, LLC
	SPP FUND II HOLDINGS, LLC
	SPP FUND II, LLC
	SPP FUND II-B, LLC
	SPP FUND III, LLC
	THERMAL CANADA INFRASTRUCTURE HOLDINGS LLC
	THERMAL HAWAII DEVELOPMENT HOLDINGS LLC
	THERMAL INFRASTRUCTURE DEVELOPMENT HOLDINGS LLC
	UB FUEL CELL, LLC
	By:	/s/ Chad Plotkin
	Name:	Chad Plotkin
	Title:	Vice President & Treasurer

 

[Signature Page to Sixth Supplemental Indenture]

 

 

DELAWARE TRUST COMPANY
By:	/s/ Benjamin Hancock
	Authorized Signatory:

 

[Signature Page to Sixth Supplemental Indenture]

 

 

 

Exhibit 4.3

 

SECOND SUPPLEMENTAL INDENTURE

 

     SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 26, 2020, among DG SREC HoldCo LLC and CWEN Pinnacle Repowering Holdings LLC (collectively, the “Guaranteeing Subsidiaries”), each a subsidiary of Clearway Energy Operating LLC (or its permitted successor), a Delaware limited liability company (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and Delaware Trust Company (as successor in interest to Law Debenture Trust Company of New York), as trustee under the Indenture referred to below (the “Trustee”).

 

W I T N E S S E T H

 

     WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of December 11, 2019 providing for the issuance of 4.750% Senior Notes due 2028 (the “Notes”);

 

     WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which each Guaranteeing Subsidiary shall fully and unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Subsidiary Guarantee”); and

 

     WHEREAS, pursuant to Sections 4.10 and 9.01 of the Indenture, the Trustee, the Company and the other Guarantors are authorized to execute and deliver this Supplemental Indenture.

 

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

 

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

 

2.                  AGREEMENT TO GUARANTEE. Each Guaranteeing Subsidiary hereby becomes a party to the Indenture as a Guarantor and as such will have all the rights and be subject to all the Obligations and agreements of Guarantors under the Indenture. Each Guaranteeing Subsidiary hereby agrees to provide a full and unconditional Guarantee on the terms and subject to the conditions set forth in the Subsidiary Guarantee and in the Indenture including but not limited to Article 10 thereof.

 

3.                  NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Company or any Guarantor, as such, will have any liability for any obligations of the Company or the Guarantors under the Notes, this Indenture, the Subsidiary Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

 

 

4.                  NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

 

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

 

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

 

7.                  THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the Company.

 

8.                  RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURE FOR ADDITIONAL GUARANTEES PART OF INDENTURE. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture for Additional Guarantees shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall by bound hereby.

 

 

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

 

	DG SREC HOLDCO LLC
	CWEN PINNACLE REPOWERING HOLDINGS LLC
	By:	/s/ Chad Plotkin
	Name:	Chad Plotkin
	Title:	Vice President & Treasurer
	CLEARWAY ENERGY OPERATING LLC
	CLEARWAY ENERGY LLC
	DGPV HOLDING LLC
	By:	/s/ Chad Plotkin
	Name:	Chad Plotkin
	Title:	Senior Vice President, Chief Financial Officer & Treasurer

 

[Signature Page to Second Supplemental Indenture]

 

 

	ALTA WIND 1-5 HOLDING COMPANY, LLC
	ALTA WIND COMPANY, LLC
	CBAD HOLDINGS II, LLC
	CENTRAL CA FUEL CELL 1, LLC
	CLEARWAY SOLAR STAR LLC
	ECP UPTOWN CAMPUS HOLDINGS LLC
	ENERGY CENTER CAGUAS HOLDINGS LLC
	ENERGY CENTER FAJARDO HOLDINGS LLC
	FUEL CELL HOLDINGS LLC
	PORTFOLIO SOLAR I, LLC
	RPV HOLDING LLC
	SOLAR FLAGSTAFF ONE LLC
	SOLAR IGUANA LLC
	SOLAR LAS VEGAS MB 1 LLC
	SOLAR TABERNACLE LLC
	SOUTH TRENT HOLDINGS LLC
	SPP ASSET HOLDINGS, LLC
	SPP FUND II HOLDINGS, LLC
	SPP FUND II, LLC
	SPP FUND II-B, LLC
	SPP FUND III, LLC
	THERMAL CANADA INFRASTRUCTURE HOLDINGS LLC
	THERMAL HAWAII DEVELOPMENT HOLDINGS LLC
	THERMAL INFRASTRUCTURE DEVELOPMENT HOLDINGS LLC
	UB FUEL CELL, LLC
	By:	/s/ Chad Plotkin
	Name:	Chad Plotkin
	Title:	Vice President & Treasurer

 

[Signature Page to Second Supplemental Indenture]

 

 

DELAWARE TRUST COMPANY
By:	/s/ Benjamin Hancock
	Authorized Signatory:

 

[Signature Page to Second Supplemental Indenture]