Item 1.01 Entry Into a Material Definitive Agreement.





Ninth Supplemental Indenture

On January 6, 2020, Clearway Energy Operating LLC ("Clearway Operating LLC"), a subsidiary of Clearway Energy LLC ("Clearway LLC"), the guarantors currently party to the 2026 Notes Indenture (defined below), CBAD Holdings II, LLC (the "Guaranteeing Subsidiary") and Delaware Trust Company (as successor in interest to Law Debenture Trust Company of New York), as trustee (the "Trustee"), entered into the ninth supplemental indenture (the "Ninth Supplemental Indenture"), supplementing the indenture, dated as of August 18, 2016 (as amended or supplemented to the date hereof, the "2026 Notes Indenture"), by and among Clearway Operating LLC, the guarantors party thereto and the Trustee, pursuant to which Clearway Operating LLC issued $350,000,000 in aggregate principal amount of its 5.000% Senior Notes due 2026 (the "2026 Notes"). Pursuant to the Ninth Supplemental Indenture, the Guaranteeing Subsidiary became a guarantor of Clearway Operating LLC's obligations under the 2026 Notes. Each of Clearway Operating LLC, Clearway LLC and the Guaranteeing Subsidiary are subsidiaries of Clearway Energy, Inc.

The foregoing description of the Ninth Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the Ninth Supplemental Indenture, which is attached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein.





Fifth Supplemental Indenture

On January 6, 2020, Clearway Operating LLC, the guarantors currently party to the 2025 Notes Indenture (defined below), the Guaranteeing Subsidiary and the Trustee also entered into the fifth supplemental indenture (the "Fifth Supplemental Indenture"), supplementing the indenture, dated as of October 1, 2018 (as amended or supplemented to the date hereof, the "2025 Notes Indenture"), by and among Clearway Operating LLC, the guarantors party thereto and the Trustee, pursuant to which Clearway Operating LLC issued $600,000,000 in aggregate principal amount of its 5.750% Senior Notes due 2025 (the "2025 Notes"). Pursuant to the Fifth Supplemental Indenture, the Guaranteeing Subsidiary became a guarantor of Clearway Operating LLC's obligations under the 2025 Notes.

The foregoing description of the Fifth Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the Fifth Supplemental Indenture, which is attached as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated by reference herein.





First Supplemental Indenture

On January 6, 2020, Clearway Operating LLC, the guarantors currently party to the 2028 Notes Indenture (defined below), the Guaranteeing Subsidiary and the Trustee also entered into the first supplemental indenture (the "First Supplemental Indenture"), supplementing the indenture, dated as of December 11, 2019 (as amended or supplemented to the date hereof, the "2028 Notes Indenture"), by and among Clearway Operating LLC, the guarantors party thereto and the Trustee, pursuant to which Clearway Operating LLC issued $600,000,000 in aggregate principal amount of its 4.750% Senior Notes due 2028 (the "2028 Notes"). Pursuant to the First Supplemental Indenture, the Guaranteeing Subsidiary became a guarantor of Clearway Operating LLC's obligations under the 2028 Notes.

The foregoing description of the First Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the First Supplemental Indenture, which is attached as Exhibit 4.3 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits





(d)     Exhibits



Exhibit No.                                   Document

    4.1         Ninth Supplemental Indenture, dated as of January 6, 2020, among
              Clearway Energy Operating LLC, the guarantors named therein and Delaware
              Trust Company (as successor in interest to Law Debenture Trust Company
              of New York).
    4.2         Fifth Supplemental Indenture, dated as of January 6, 2020, among
              Clearway Energy Operating LLC, the guarantors named therein and Delaware
              Trust Company.
    4.3         First Supplemental Indenture, dated as of January 6, 2020, among
              Clearway Energy Operating LLC, the guarantors named therein and Delaware
              Trust Company.
    104       Cover Page Interactive Data File (embedded within the Inline XBRL
              document)




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