Exhibit 4.1


 


FOURTEENTH SUPPLEMENTAL INDENTURE


 


FOURTEENTH SUPPLEMENTAL
INDENTURE (this “Supplemental Indenture”), dated as of December 1, 2020, among Ocotillo Windpower 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 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 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.


 






    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.


 





	 	OCOTILLO WINDPOWER 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 Fourteenth 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-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
	 	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
Fourteenth Supplemental Indenture]


 






    


     


    

 


DELAWARE TRUST COMPANY


 


 


	By:	/s/ Benjamin Hancock	 
	 	Authorized Signatory:	 



 


[Signature Page to
Fourteenth Supplemental Indenture]