Exhibit 4.3


 





FOURTH SUPPLEMENTAL INDENTURE


 


FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental
Indenture”), dated as of November 21, 2019, among Thermal Hawaii Development Holdings LLC (the “Guaranteeing
Subsidiary”), a subsidiary of Clearway Energy Operating LLC (formerly known as NRG Yield 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.


 






    


     


    

 


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.


 


	 	THERMAL HAWAII DEVELOPMENT 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 Fourth Supplemental
Indenture]


 






    


     


    

 


	 	
        ALTA WIND 1-5 HOLDING COMPANY, LLC

        ALTA WIND COMPANY, LLC

        CENTRAL CA FUEL CELL 1, LLC

        CLEARWAY SOLAR STAR LLC

        ECP UPTOWN CAMPUS HOLDINGS LLC

        ENERGY CENTER CAGUAS HOLDINGS LLC

        ENERGY CENTER FAJARDO HOLDINGS LLC

        FUEL CELL 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 INFRASTRUCTURE DEVELOPMENT
        HOLDINGS LLC

        UB FUEL CELL, LLC




 


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




 


[Signature Page to Fourth Supplemental
Indenture]


 



    


     


    




 


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






 


[Signature Page to Fourth Supplemental
Indenture]