Exhibit



Exhibit 10.1


Execution Version



SECOND AMENDMENT TO  
RIGHT OF FIRST OFFER AGREEMENT




This SECOND AMENDMENT TO RIGHT OF FIRST OFFER AGREEMENT (this “Amendment”), dated as of August 1, 2019 (the “Amendment Date”), is entered into by and between CLEARWAY ENERGY GROUP LLC, a Delaware limited liability company (f/k/a Zephyr Renewables LLC) (“CEG”), and CLEARWAY ENERGY, INC., a Delaware corporation (f/k/a NRG Yield, Inc.) (“CWEN”).  
RECITALS
WHEREAS,    CEG and CWEN are parties to that certain Right of First Offer Agreement dated as of August 31, 2018, as subsequently amended on February 14, 2019 (the “ROFO Agreement”).  Capitalized terms used but not otherwise defined in this Amendment shall have the respective meanings specified in the ROFO Agreement.
WHEREAS, the Parties desire to amend the ROFO Agreement as set forth herein.  
NOW, THEREFORE, in consideration of the mutual covenants set forth in this Amendment and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, CEG and CWEN hereby agree as follows.
Section 1.Amendments to Section 1.1 (Definitions).
(b)    Section 1.1 of the ROFO Agreement is hereby amended by adding thereto the following definitions:
“Black Rock” consists of 100% of the membership interests in Black Rock Wind Force, LLC.
 “Rattlesnake” consists of 100% of the membership interests in Rattlesnake Flat, LLC.
“Repowering 2.0” consists of membership interests in one or more partnerships formed to repower CWEN wind assets using turbines provided by CEG.
 “Wildflower” consists of 100% of the membership interests in Wildflower Solar LLC.
Section 2.    Amendments to Article II.
Section 2.1 of the ROFO Agreement is hereby amended by adding the words “Black Rock, Rattlesnake, Repowering 2.0, Wildflower” thereto directly following the word “Langford,”.
Section 3.    Effectiveness of this Amendment.  This Amendment is effective as of the Amendment Date.
Section 4.    No Other Changes.  Except as expressly provided or contemplated by this Amendment, all the terms, conditions and provisions of the Agreement remain unaltered and in full force and effect.  The Agreement and this Amendment shall be read and construed as one agreement.
Section 5.    Facsimile; Counterparts.  Each Party may deliver executed signature pages to this Amendment by facsimile or electronic transmission to the other Parties, which facsimile or electronic copy shall be deemed to be an original executed signature page. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original and all of which counterparts together shall constitute one agreement with the same effect as if the Parties had signed the same signature page.
Section 6.    Governing Law.  Section 5.7 of the Agreement shall apply, mutatis mutandis, to this Amendment.







Section 7.    Severability.  If any term or provision of this Amendment is held to be or rendered invalid or unenforceable at any time in any jurisdiction, such term or provision shall not affect the validity or enforceability of any other terms or provisions of this Amendment, or the validity or enforceability of such affected terms or provisions at any other time or in any other jurisdiction.
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IN WITNESS WHEREOF, CEG and CWEN have each caused this Amendment to be executed and delivered in their names by their respective duly authorized officers or representatives as of the date first above written.


	
		
	CLEARWAY ENERGY GROUP LLC

	/s/ Craig Cornelius
	 

	Name: Craig Cornelius
	 

	Title: Chief Executive Officer
	 

	

CLEARWAY ENERGY, INC.

	/s/ Christopher Sotos
	 

	Name: Christopher Sotos
	 

	Title: President and CEO
	 












Signature Page to Amendment to 
Right of First Offer Agreement