Exhibit 4.2


NINTH SUPPLEMENTAL INDENTURE


 


NINTH 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 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 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 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.


 






    2


     


    

 





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 Ninth 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 Ninth Supplemental Indenture]


 






     


     


    

 


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


 


[Signature Page
to Ninth Supplemental Indenture]