CLEARWAY ENERGY, INC. (a Delaware corporation) 3,916,449 Shares of Class C Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 27th, 2018 • Clearway Energy LLC • Electric services • New York
THIRD AMENDED & RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CLEARWAY ENERGY OPERATING LLC a Delaware Limited Liability CompanyLimited Liability Company Agreement • March 1st, 2019 • Clearway Energy LLC • Electric services • Delaware
THIS THIRD AMENDED & RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Clearway Energy Operating LLC (the “Company”), dated as of September 19, 2018, is adopted by, and executed and agreed to, for good and valuable consideration, by its Member, Clearway Energy LLC, a Delaware limited liability company.
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 LLC • 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”).
TENTH SUPPLEMENTAL INDENTURESupplemental Indenture • October 8th, 2021 • Clearway Energy LLC • Electric services • New York
TENTH 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”).
SIXTEENTH SUPPLEMENTAL INDENTURESupplemental Indenture • February 5th, 2021 • Clearway Energy LLC • Electric services • New York
SIXTEENTH 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”).
EXECUTION VERSION AMENDED AND RESTATED MASTER SERVICES AGREEMENT by and among CLEARWAY ENERGY GROUP LLC and CLEARWAY ENERGY, INC., CLEARWAY ENERGY LLC and CLEARWAY ENERGY OPERATING LLC collectively, as Manager Dated as of Feb 2, 2023Master Services Agreement • February 23rd, 2023 • Clearway Energy LLC • Electric services • Delaware
AMENDED AND RESTATED EMPLOYMENT AGREEMENT Between Clearway Energy, Inc. and Christopher SotosEmployment Agreement • September 23rd, 2021 • Clearway Energy LLC • 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”).
ELEVENTH SUPPLEMENTAL INDENTURESupplemental Indenture • July 21st, 2020 • Clearway Energy LLC • Electric services • New York
ELEVENTH 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”).
CLEARWAY ENERGY OPERATING LLC $600,000,000 5.750% Senior Notes Due 2025 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 2nd, 2018 • Clearway Energy LLC • 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.
TWELFTH SUPPLEMENTAL INDENTURESupplemental Indenture • August 20th, 2020 • Clearway Energy LLC • Electric services • New York
TWELFTH 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”).
MEMBERSHIP INTEREST PURCHASE AGREEMENT with respect to Cedar Creek Holdco LLC by and between Renew Development HoldCo LLC, as Seller and Cedar Creek Wind Holdco LLC, as Purchaser dated as of May 19, 2023 CONTENTSMembership Interest Purchase Agreement • May 24th, 2023 • Clearway Energy LLC • Electric services • New York
This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of May 19, 2023 (the “Execution Date”), is entered into by and between Renew Development HoldCo LLC, a Delaware limited liability company (“Seller”), and Cedar Creek Wind 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.
SEVENTH SUPPLEMENTAL INDENTURESupplemental Indenture • September 12th, 2019 • Clearway Energy LLC • Electric services • New York
SEVENTH 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) an d 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 LLC • 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 LLC • 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 LLC • 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).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 30th, 2024 • Clearway Energy LLC • 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”).
FOURTH SUPPLEMENTAL INDENTUREFourth Supplemental Indenture • August 20th, 2020 • Clearway Energy LLC • 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 LLC • 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.
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • July 21st, 2020 • Clearway Energy LLC • 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”).
NINTH SUPPLEMENTAL INDENTURESupplemental Indenture • January 8th, 2020 • Clearway Energy LLC • Electric services • New York
NINTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 6, 2020, among CBAD Holdings II, 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”).
PURCHASE AND SALE AGREEMENT dated as of August 20, 2021 By and Between DOMINION SOLAR PROJECTS III, INC., as Seller, and UTAH SOLAR HOLDINGS II LLC, as BuyerPurchase and Sale Agreement • August 23rd, 2021 • Clearway Energy LLC • Electric services • New York
This Purchase and Sale Agreement (this “Agreement”), dated as of August 20, 2021 (the “Effective Date”), is made by and between DOMINION SOLAR PROJECTS III, INC., a Virginia corporation (“Seller”), and Utah Solar Holdings II LLC, a Delaware limited liability company (“Buyer”).
FIFTH SUPPLEMENTAL INDENTURESupplemental Indenture • January 8th, 2020 • Clearway Energy LLC • Electric services • New York
FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 6, 2020, among CBAD Holdings II, 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”).
CONSULTING AGREEMENTConsulting Agreement • July 30th, 2024 • Clearway Energy LLC • Electric services • New Jersey
This Consulting Agreement (this “Agreement”) is made and entered into as of June 20, 2024, by and between Clearway Energy, Inc., a Delaware corporation (the “Company”), and Christopher Sotos (“Consultant”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • March 1st, 2019 • Clearway Energy LLC • Electric services • New York
This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment”), effective as of February 26, 2019 (the “Effective Date”), among Clearway Energy Operating LLC (formerly NRG Yield Operating LLC), a Delaware limited liability company (“Assignor”), and GIP III Zephyr Carlsbad Holdings, LLC, a Delaware limited liability company (“Assignee”).
a Delaware Limited Liability Company AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • March 2nd, 2020 • Clearway Energy LLC • Electric services • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of September 26, 2017 (this “Agreement”), is made and entered into by and among NRG YIELD DGPV HOLDING LLC, a Delaware limited liability company (the “Initial Class A Member”), as a Class A Member, NRG RENEW DG HOLDINGS LLC, a Delaware limited liability company (the “Initial Class B Member”), as a Class B Member, and NRG Renew LLC, a Delaware limited liability company (the “Sponsor”), solely for the purpose of acknowledging the indemnity obligations contained in Article XI. This Agreement supersedes all prior and contemporaneous agreements, statements, understandings and representations regarding the terms and operations of the Company, including without limitation that certain Limited Liability Company Agreement of the Company dated April 26, 2017 (the “Original Agreement”).
SEVENTH SUPPLEMENTAL INDENTURESeventh Supplemental Indenture • July 21st, 2020 • Clearway Energy LLC • Electric services • New York
SEVENTH 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 trustee under the Indenture referred to below (the “Trustee”).
EIGHTH SUPPLEMENTAL INDENTUREEighth Supplemental Indenture • November 22nd, 2019 • Clearway Energy LLC • Electric services • New York
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”).
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • October 8th, 2021 • Clearway Energy LLC • Electric services • New York
SECOND 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”).
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • April 20th, 2020 • Clearway Energy LLC • Electric services • New York
This Membership Interest Purchase Agreement (this “Agreement”), dated as of April 17, 2020 (the “Effective Date”), is made by and between SP Wind Holdings, LLC, a Delaware limited liability company (“Assignor”), and Clearway Energy Operating LLC, a Delaware limited liability company (“Assignee”). Assignor and Assignee are referred to individually as a “Party” and collectively as the “Parties.”
EIGHTH SUPPLEMENTAL INDENTUREEighth Supplemental Indenture • August 20th, 2020 • Clearway Energy LLC • Electric services • New York
EIGHTH 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 trustee under the Indenture referred to below (the “Trustee”).
SENIOR SECURED BRIDGE CREDIT AGREEMENT Dated as of November 30, 2021 among CLEARWAY ENERGY OPERATING LLC, as the Borrower, CLEARWAY ENERGY LLC, as Holdings, BANK OF AMERICA, N.A., as Administrative Agent, and The Lenders Party Hereto BOFA SECURITIES,...Senior Secured Bridge Credit Agreement • December 1st, 2021 • Clearway Energy LLC • Electric services • New York
This SENIOR SECURED BRIDGE CREDIT AGREEMENT (this “Agreement”) is entered into as of November 30, 2021, among Clearway Energy Operating LLC, a Delaware limited liability company (the “Borrower”), Clearway Energy 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”) and Bank of America, N.A., as Administrative Agent.
SIXTH SUPPLEMENTAL INDENTURESupplemental Indenture • December 12th, 2018 • Clearway Energy LLC • Electric services • New York
SIXTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 7, 2018, among ECP Uptown Campus 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”).
SEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 19th, 2022 • Clearway Energy LLC • Electric services • New York
This SEVENTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of August 15, 2022 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 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, that certain F
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • February 21st, 2023 • Clearway Energy LLC • Electric services
THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 14, 2023, among VP-Arica Parent Holdings LLC (“VP-Arica”), Natural Gas CA Holdings LLC (“Natural Gas” and, together with VP-Arica, the “Guaranteeing Subsidiaries”), subsidiaries 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”).
SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND FIRST AMENDMENT TO AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENTCredit Agreement • December 1st, 2021 • Clearway Energy LLC • Electric services • New York
This SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND FIRST AMENDMENT TO AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (this “Amendment”) is dated as of November 30, 2021 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 (a) 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 Adminis
