Exhibit 4.1


ELEVENTH
SUPPLEMENTAL INDENTURE


 


ELEVENTH
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 6, 2019, among Energy Center
Fajardo Holdings LLC (the “Guaranteeing Subsidiary”), a subsidiary of Clearway Energy Operating LLC (formerly
known as NRG Yield O perating 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 5, 2014
providing for the issuance of 5.375% Senior Notes due 2024 (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.


 






    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.


 


	 	ENERGY CENTER FAJARDO 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 Eleventh 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
	 	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 Eleventh Supplemental
Indenture]


 






    


     


    

 





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




 


[Signature Page to Eleventh Supplemental
Indenture]