Exhibit 4.2


 


Execution Version


 


THIRD SUPPLEMENTAL INDENTURE


 


THIRD SUPPLEMENTAL INDENTURE
(this “Supplemental Indenture”), dated as of May 25, 2022, among PAWVA Wind Holdings LLC (“PAWVA”),
Capistrano Portfolio Holdings LLC (“Capistrano” and, together with PAWVA, the “Guaranteeing Subsidiaries”),
subsidiaries 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 Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant
to which the Guaranteeing Subsidiaries 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. The Guaranteeing Subsidiaries hereby become parties to the Indenture as Guarantors 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 Subsidiaries hereby agree to
provide full and unconditional Guarantees 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.


 


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 Subsidiaries, 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.


 





	 	PAWVA WIND HOLDINGS LLC
	 	CAPISTRANO PORTFOLIO 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:	Executive Vice President, Chief Financial Officer & Treasurer  


 


[Signature Page to Third
Supplemental Indenture]


 









    


     


    

 


	 	
    ALTA WIND 1-5 HOLDING COMPANY, LLC

    ALTA WIND COMPANY, LLC

    CBAD HOLDINGS II, 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

    ENERGY CENTER HONOLULU HOLDINGS LLC

    LANGFORD HOLDING LLC

    LIGHTHOUSE RENEWABLE HOLDINGS LLC

    MARSH LANDING HOLDCO 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

    UTAH SOLAR MASTER HOLDCO LLC

    WV WIND HOLDINGS LLC 




 


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


 


[Signature Page to Third
Supplemental Indenture]


 






    


     


    

 


	DELAWARE TRUST COMPANY	 
	 	 
	By:	/s/ Gregory Daniels	 
	 	Gregory Daniels	 
	 	Assistant Vice President	 


 


[Signature Page to Third
Supplemental Indenture]