CLEARWAY ENERGY, INC. (a Delaware corporation) 5,405,405 Shares of Class C Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 5th, 2019 • Clearway Energy, Inc. • Electric services • New York
NRG YIELD, INC. (a Delaware corporation) Shares of Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • July 22nd, 2014 • NRG Yield, Inc. • Electric services • New York
The undersigned, a stockholder and an officer and/or director of NRG Yield, Inc., a Delaware corporation (the “Company”), understands that Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), as representative of the underwriters propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with the Company and NRG Yield LLC providing for the public offering of the Securities of the Company’s Class A common stock, par value $0.01 per share (the “Common Stock”). Capitalized terms used herein, but not otherwise defined, have the meaning ascribed to them in the Underwriting Agreement.
NRG YIELD, INC., AS ISSUER NRG YIELD OPERATING LLC, AS GUARANTOR NRG YIELD LLC, AS GUARANTOR 3.25% CONVERTIBLE SENIOR NOTES DUE 2020Indenture • June 29th, 2015 • NRG Yield, Inc. • Electric services • New York
INDENTURE dated as of June 29, 2015 between NRG Yield, Inc., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01), NRG Yield Operating LLC, a Delaware limited liability company, as guarantor, and NRG Yield LLC, a Delaware limited liability company, as guarantor (together with NRG Yield Operating LLC, the “Guarantors”), and Wilmington Trust, National Association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
NRG YIELD, INC. AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT May 14, 2015Registration Rights Agreement • May 15th, 2015 • NRG Yield, Inc. • Electric services • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of May 14, 2015, between NRG Yield, Inc., a Delaware corporation (the “Company”), and NRG Energy, Inc., a Delaware corporation (“NRG”). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Section 1.
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 25, 2014 among NRG YIELD OPERATING LLC, as the Borrower, NRG YIELD LLC, as Holdings, ROYAL BANK OF CANADA, as Administrative Agent, ROYAL BANK OF CANADA, GOLDMAN SACHS BANK USA and BANK OF...Credit Agreement • April 28th, 2014 • NRG Yield, Inc. • Electric services • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of April 25, 2014, among NRG Yield Operating LLC, a Delaware limited liability company (the “Borrower”), NRG Yield LLC, a Delaware limited liability company (“Holdings”), each other Guarantor (as defined herein) from time to time party hereto, each Lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), ROYAL BANK OF CANADA, as Administrative Agent, and ROYAL BANK OF CANADA, GOLDMAN SACHS BANK USA and BANK OF AMERICA, N.A., as L/C Issuers.
FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF NRG YIELD LLC Dated and effective as of August 31, 2018Limited Liability Company Agreement • September 5th, 2018 • Clearway Energy, Inc. • Electric services • Delaware
This FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of NRG Yield LLC, a Delaware limited liability company (the “Company”), dated and effective as of August 31, 2018 (the “Effective Date”), is made by and among the Members (as defined below).
CLEARWAY ENERGY OPERATING LLC and each of the Guarantors PARTY HERETO 3.750% SENIOR NOTES DUE 2032 INDENTURE Dated as of October 1, 2021 Delaware Trust Company TrusteeIndenture • October 1st, 2021 • Clearway Energy, Inc. • Electric services • New York
INDENTURE dated as of October 1, 2021 among Clearway Energy Operating LLC, a Delaware limited liability company, the Guarantors (as defined herein) and Delaware Trust Company, as trustee (the “Trustee”).
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • October 8th, 2021 • Clearway Energy, Inc. • Electric services • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 7, 2021, among Marsh Landing Holdco LLC (the “Guaranteeing Subsidiary”), a subsidiary 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”).
PURCHASE AND SALE AGREEMENT dated as of September 17, 2015 by and between NRG ENERGY GAS & WIND HOLDINGS, INC., a Delaware corporation, as Seller and NRG YIELD OPERATING LLC, a Delaware limited liability company, as PurchaserPurchase and Sale Agreement • September 21st, 2015 • NRG Yield, Inc. • Electric services • New York
This PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of September 17, 2015 (the “Effective Date”) is made and entered into by and between NRG Energy Gas & Wind Holdings, Inc., a Delaware corporation (“Seller”), and NRG Yield Operating LLC, a Delaware limited liability company (“Purchaser”). Seller and Purchaser are referred to, collectively, as the “Parties” and each, individually, as a “Party.” Capitalized terms used herein shall have the meanings set forth in Section 1.01.
FOURTEENTH SUPPLEMENTAL INDENTURESupplemental Indenture • December 4th, 2020 • Clearway Energy, Inc. • Electric services • New York
FOURTEENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 1, 2020, among Ocotillo Windpower Holdings LLC (the “Guaranteeing Subsidiary”), a subsidiary 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 successor in interest to Law Debenture Trust Company of New York), as trustee under the Indenture referred to below (the “Trustee”).
TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 20th, 2023 • Clearway Energy, Inc. • Electric services • New York
This EIGHTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of March 15, 2023 and is entered into by and among CLEARWAY ENERGY OPERATING LLC, a Delaware limited liability company (the “Borrower”), CLEARWAY ENERGY LLC, a Delaware limited liability company (“Holdings”), each other Guarantor party hereto, JPMORGAN CHASE BANK, N.A. (“JPM”), in its capacity as the administrative agent under the Credit Agreement (the “Administrative Agent”), and THE LENDERS AND L/C ISSUERS party hereto, and is made with reference to that certain Amended and Restated Credit Agreement dated as of April 25, 2014, as amended by that certain First Amendment to Amended & Restated Credit Agreement, dated as of June 26, 2015, that certain Second Amendment to Amended & Restated Credit Agreement, dated as of February 6, 2018, that certain Third Amendment to Amended and Restated Credit Agreement and Administrative Agent Resignation and Appointment Agreement, dated as of April 30, 2018,
003120-0001-26804205 SECOND AMENDED AND RESTATED MASTER SERVICES AGREEMENT by and among CLEARWAY ENERGY, INC., CLEARWAY ENERGY LLC, CLEARWAY ENERGY OPERATING LLC and CLEARWAY ENERGY GROUP LLC as Manager Dated as of April 30, 2024Master Services Agreement • May 9th, 2024 • Clearway Energy, Inc. • Electric services • Delaware
AMENDED AND RESTATED EMPLOYMENT AGREEMENT Between Clearway Energy, Inc. and Christopher SotosEmployment Agreement • September 23rd, 2021 • Clearway Energy, Inc. • Electric services • New Jersey
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made as of September 23, 2021, between Clearway Energy, Inc. (the “Company”), and Christopher Sotos (“Executive”).
AMENDMENT NO. 5Credit Agreement • August 4th, 2015 • NRG Yield, Inc. • Electric services • New York
This AMENDMENT (this “Amendment”), is entered into as of May 29, 2015, by and between NRG WEST HOLDINGS LLC, a Delaware limited liability company, as Borrower (the “Borrower”) and ING CAPITAL LLC, as Administrative Agent (the “Administrative Agent”). Capitalized terms used but not defined in this Amendment shall have the respective meanings assigned to such terms in the Restated Credit Agreement (as defined below).
THIRTEENTH SUPPLEMENTAL INDENTURESupplemental Indenture • November 19th, 2020 • Clearway Energy, Inc. • Electric services • New York
THIRTEENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 18, 2020, among DG-CS Holdings LLC (the “Guaranteeing Subsidiary”), a subsidiary 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 successor in interest to Law Debenture Trust Company of New York), as trustee under the Indenture referred to below (the “Trustee”).
NRG YIELD, INC., NRG YIELD LLC and NRG YIELD OPERATING LLC and NRG ENERGY, INC. as ManagerManagement Services Agreement • July 26th, 2013 • NRG Yield, Inc. • Electric services • New York
NRG YIELD OPERATING LLC $500,000,000 5.375% Senior Notes Due 2024 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 5th, 2014 • NRG Yield, Inc. • Electric services • New York
PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
NRG YIELD, INC. CONVERTIBLE SENIOR NOTES DUE 2020 FULLY AND UNCONDITIONALLY GUARANTEED BY NRG YIELD OPERATING LLC AND NRG YIELD LLC PURCHASE AGREEMENTPurchase Agreement • June 17th, 2016 • NRG Yield, Inc. • Electric services • New York
a Delaware Limited Liability Company AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • May 5th, 2016 • NRG Yield, Inc. • Electric services • Delaware
Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934.
OPERATION AND MAINTENANCE AGREEMENT between NRG Energy Services LLC and NRG Solar Borrego I LLC Dated as of August 1, 2012Operation and Maintenance Agreement • February 13th, 2013 • NRG Yieldco, Inc. • Electric services • California
This OPERATION AND MAINTENANCE AGREEMENT (as amended from time to time, the “Agreement”) is being entered into by and between NRG Energy Services LLC, a Delaware limited liability company (“Operator”), and NRG Solar Borrego I LLC, a Delaware limited liability company (“Owner”), as of August 1, 2012 (the “Effective Date”). Each of the Owner and the Operator are sometimes hereinafter designated as a “Party,” and they are collectively designated as the “Parties.”
FIFTEENTH SUPPLEMENTAL INDENTURESupplemental Indenture • December 29th, 2020 • Clearway Energy, Inc. • Electric services • New York
FIFTEENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 23, 2020, among Rosamond Solar Holdco LLC, Langford Holding LLC, and Daggett Solar Holdco LLC (collectively, the “Guaranteeing Subsidiaries”), each a subsidiary 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 successor in interest to Law Debenture Trust Company of New York), as trustee under the Indenture referred to below (the “Trustee”).
MEMBERSHIP INTEREST PURCHASE AGREEMENT with respect to VP-Arica TargetCo LLC by and between VP-Arica CE Seller LLC, as Seller and VP-Arica Parent Holdco LLC, as Purchaser dated as of December 23, 2022 CONTENTSMembership Interest Purchase Agreement • December 29th, 2022 • Clearway Energy, Inc. • Electric services • New York
This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of December 23, 2022 (the “Execution Date”), is entered into by and between VP-Arica CE Seller LLC, a Delaware limited liability company (“Seller”), and VP-Arica Parent Holdco LLC , a Delaware limited liability company (“Purchaser”). Purchaser and Seller are referred to, collectively, as the “Parties” and each, individually, as a “Party.” Capitalized terms not otherwise defined herein shall have the meaning given them in Section 1.01 of this Agreement.
ELEVENTH SUPPLEMENTAL INDENTURESupplemental Indenture • September 12th, 2019 • Clearway Energy, Inc. • Electric services • New York
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”).
ContractLimited Liability Company Agreement • March 1st, 2021 • Clearway Energy, Inc. • Electric services • Delaware
Certain portions of this Exhibit have been redacted pursuant to Item 601(b)(10) of Regulation S-K and, where applicable, have been marked with “[***]” to indicate where redactions have been made. The marked information has been redacted because it is both (i) not material and (ii) would likely cause competitive harm to the Company if publicly disclosed.
EIGHTH SUPPLEMENTAL INDENTUREEighth Supplemental Indenture • February 5th, 2021 • Clearway Energy, Inc. • Electric services • New York
EIGHTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 3, 2021, among CWSP Rattlesnake Holding LLC (the “Guaranteeing Subsidiary”), a subsidiary 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 successor in interest to Law Debenture Trust Company of New York), as trustee under the Indenture referred to below (the “Trustee”).
FIRST AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DGPV HOLDCO 3 LLCLimited Liability Company Agreement • March 2nd, 2020 • Clearway Energy, Inc. • Electric services • Delaware
This FIRST AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of December 26, 2018 (this “Amendment”), is made and entered into by and among DGPV Holding LLC (f/k/a NRG Yield DGPV Holding LLC), a Delaware limited liability company (the “Class A Member”) and Renew DG Holdings LLC (f/k/a NRG Renew DG Holdings LLC), a Delaware limited liability company (the “Class B Member”). The Class A Member and Class B Member are each referred to herein as a “Party” and collectively as the “Parties”. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the LLC Agreement (as defined below).
OPERATION AND MAINTENANCE AGREEMENT BETWEEN GENCONN MIDDLETOWN LLC AND MIDDLETOWN POWER LLC MIDDLETOWN UNITS 12, 13, 14 AND 15 April 24, 2009Operation and Maintenance Agreement • June 7th, 2013 • NRG Yield, Inc. • Electric services
This OPERATION AND MAINTENANCE AGREEMENT (this “Agreement”) is made and entered into effective as of April 24, 2009 (the “Effective Date”), by and between GENCONN MIDDLETOWN LLC (“Owner”) and MIDDLETOWN POWER LLC (“Middletown Power” or “Operator”). Owner and Operator are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 30th, 2024 • Clearway Energy, Inc. • Electric services • New York
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 30th day of April, 2024, by and between Clearway Energy Group LLC, a Delaware limited liability company (the “Company”), Clearway Energy, Inc., a Delaware corporation (“CWEN”), GIP III Zephyr Management Partners, L.P., a Delaware limited partners, GIP III Zephyr Midco Holdings, L.P. and Craig Cornelius (“Executive”).
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • July 26th, 2013 • NRG Yield, Inc. • Electric services • New York
THIS TRADEMARK LICENSE AGREEMENT (this “Agreement”), dated as of Jule 22, 2013, is made by and between NRG Energy, Inc. (“Licensor”) and NRG Yield, Inc. (“Licensee”). Licensor and Licensee are each a “Party,” and collectively, the “Parties.” This Agreement shall become effective immediately prior to the consummation of the initial public offering of Licensee’s Class A Common Stock on the date first above written (the “Effective Date”).
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • April 16th, 2015 • NRG Yield, Inc. • Electric services • New York
This THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), dated as of April 10, 2015, among NRG Yield Operating LLC, a Delaware limited liability company (the “Company”), NRG Yield LLC, a Delaware limited liability company (the “Parent Guarantor”), the other Guarantors (as defined in the Indenture referred to herein) and Law Debenture Trust Company of New York, as trustee under the Indenture referred to below (the “Trustee”).
FOURTH SUPPLEMENTAL INDENTUREFourth Supplemental Indenture • August 20th, 2020 • Clearway Energy, Inc. • Electric services • New York
FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of August 17, 2020, among Utah Solar Master HoldCo LLC and Mesquite Star Holdings LLC (collectively, the “Guaranteeing Subsidiaries”), each a subsidiary 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 successor in interest to Law Debenture Trust Company of New York), as trustee under the Indenture referred to below (the “Trustee”).
PURCHASE AND SALE AGREEMENT dated as of November 19, 2020 by and between NRG Solar Sunrise llc, a Delaware limited liability company, as Seller, and Clearway AC SOLAR HOLDINGS LLC, a Delaware limited liability company, as PurchaserPurchase and Sale Agreement • November 20th, 2020 • Clearway Energy, Inc. • Electric services • New York
This PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of November 19, 2020 (the “Effective Date”) is made and entered into by and between NRG Solar Sunrise LLC, a Delaware limited liability company (“Seller”), and Clearway AC Solar Holdings LLC, a Delaware limited liability company (“Purchaser”). Seller and Purchaser are referred to, collectively, as the “Parties” and each, individually, as a “Party.” Capitalized terms used herein shall have the meanings set forth in Section 1.01.
PURCHASE AND SALE AGREEMENT among TERRA-GEN FINANCE COMPANY, LLC AND NTD AWAM HOLDINGS, LLC, CHIPS ALTA WIND X HOLDING COMPANY, LLC AND CHIPS ALTA WIND XI HOLDING COMPANY, LLC as Sellers, and NRG YIELD, INC., and NRG YIELD OPERATING LLC, as Buyers...Purchase and Sale Agreement • June 9th, 2014 • NRG Yield, Inc. • Electric services • New York
This Purchase and Sale Agreement, is entered into as of June 3, 2014, by and among Terra-Gen Finance Company, LLC, a Delaware limited liability company (“TG Finance”), NTD AWAM Holdings, LLC, a Delaware limited liability company (“NTD AWAM Holdings”), CHIPS Alta Wind X Holding Company, LLC, a Delaware limited liability company (“CHIPS Alta Wind X”), CHIPS Alta Wind XI Holding Company, LLC, a Delaware limited liability company (“CHIPS Alta Wind XI,” and, together with TG Finance, NTD AWAM Holdings and CHIPS Alta Wind X, “Sellers”), on the one hand, and NRG Yield, Inc., a Delaware corporation (“NRG YieldCo”), and NRG Yield Operating LLC, a Delaware limited liability company (“NRG Yield OpCo,” together with NRG YieldCo, “Buyers”), on the other hand. Each of Sellers and Buyers is, individually, a “Party,” and, collectively, the “Parties.” Except to the extent expressly provided otherwise herein, the obligations of the Buyers hereunder shall be joint and several.
FOURTH SUPPLEMENTAL INDENTURESupplemental Indenture • November 22nd, 2019 • Clearway Energy, Inc. • Electric services • New York
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”).
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • July 21st, 2020 • Clearway Energy, Inc. • Electric services • New York
THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 17, 2020, among Energy Center Honolulu Holdings LLC and NIMH Solar Holdings LLC (collectively, the “Guaranteeing Subsidiaries”), each a subsidiary 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 successor in interest to Law Debenture Trust Company of New York), as trustee under the Indenture referred to below (the “Trustee”).
