Exhibit 4.2


 


EIGHTH SUPPLEMENTAL INDENTURE


 


EIGHTH 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 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 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.


 






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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.


 


	 	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 Eighth 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 Eighth Supplemental
Indenture]


 






     


     


    

 


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


 


[Signature Page to Eighth Supplemental
Indenture]