Exhibit 4.3


 


FIFTH SUPPLEMENTAL INDENTURE


 


FIFTH SUPPLEMENTAL INDENTURE
(this “Supplemental Indenture”), dated as of November 18, 2020, among DG-CS 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 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 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 Guarantors 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 a person authorized on an incumbency certificate provided by 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.


 


	 	DG-CS 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 Fifth 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

        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

        MESQUITE STAR HOLDINGS LLC

        NIMH SOLAR 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

        UTAH SOLAR MASTER HOLDCO LLC



 


	 	By:	 /s/ Chad Plotkin
	 	Name: Chad Plotkin
	 	Title: Vice President & Treasurer


 





[Signature Page
to Fifth Supplemental Indenture]


 






     


     


    

 


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


 


[Signature Page
to Fifth Supplemental Indenture]