Exhibit 4.3


FIRST SUPPLEMENTAL INDENTURE 


FIRST SUPPLEMENTAL INDENTURE
(this “Supplemental Indenture”), dated as of May 14, 2021, among WV Wind Holdings LLC (the “Guaranteeing
Subsidiary”), 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 March 9, 2021 providing for
the issuance of 3.750% Senior Notes due 2031 (the “Notes”);


 


WHEREAS, the Indenture provides
that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant
to which the 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 Subsidiary
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. The 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. The 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 Subsidiary
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.


 


9.            ELECTRONIC
SIGNATURES. Each of the transaction parties agrees on behalf of itself, and any Person acting or claiming by, under or through such transaction
party, that any written instrument delivered in connection with this Supplemental Indenture, the Indenture or any related document, including
without limitation any amendments or supplements to such documents, may be executed by electronic methods (whether by .pdf scan or utilization
of an electronic signature platform or application). Any electronic signature document delivered via email from an Officer of the Company,
any Guaranteeing Subsidiary or any other Guarantor to the Trustee shall be considered signed or executed by such person on behalf of the
Company, such Guaranteeing Subsidiary, or such other Guarantor, as applicable. Each of the Company, the Guaranteeing Subsidiary, and the
other Guarantors agree to assume all risks arising out of the use of electronic methods for all purposes including the authorization,
execution, delivery, or submission of documents, instruments, notices, directions, instructions, reports, opinions and certificates to
the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and
misuse by third parties. Any electronic signature shall have the same legal validity and enforceability as a manually executed signature
to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the
New York State Electronic Signatures and Records Act, or any similar federal or state law, rule or regulation, as the same may be
in effect from time to time, and the parties hereby waive any objection to the contrary. Any document accepted, executed or agreed to
in conformity with such laws will be binding on all parties hereto to the same extent as if it were physically executed and each party
hereby consents to the use of any third party electronic signature capture service providers as may be reasonably chosen by a signatory
hereto.


 






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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.


 


	 	WV WIND 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 First 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  
	 	CWEN PINNACLE REPOWERING HOLDINGS LLC  
	 	CWSP RATTLESNAKE HOLDING LLC  
	 	DAGGETT SOLAR HOLDCO LLC  
	 	DG-CS HOLDINGS LLC    
	 	DG SREC HOLDCO LLC  
	 	ECP UPTOWN CAMPUS HOLDINGS LLC  
	 	ENERGY CENTER CAGUAS HOLDINGS LLC  
	 	ENERGY CENTER FAJARDO HOLDINGS LLC  
	 	ENERGY CENTER HONOLULU HOLDINGS LLC  
	 	FUEL CELL HOLDINGS LLC  
	 	LANGFORD HOLDING LLC  
	 	LIGHTHOUSE RENEWABLE HOLDINGS LLC  
	 	NIMH SOLAR HOLDINGS LLC  
	 	OCOTILLO WINDPOWER HOLDINGS LLC  
	 	PORTFOLIO SOLAR I, LLC  
	 	ROSAMOND SOLAR HOLDCO 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  
	 	UTAH SOLAR MASTER HOLDCO LLC  
	 	 
	 	 
	 	By:	/s/ Chad Plotkin
	 	Name:	Chad Plotkin
	 	Title:	Vice President & Treasurer



 



[Signature Page to
First Supplemental Indenture]


 






     


     


    

 


DELAWARE TRUST COMPANY


 


 


	By:	/s/ Benjamin Hancock	 
	 	Authorized Signatory	 



 


[Signature Page to
First Supplemental Indenture]