CLEARWAY ENERGY, INC. : Entry into a Material Definitive Agreement, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry Into a Material Definitive Agreement.

Sixteenth Supplemental Indenture

On February 3, 2021, 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), CWSP Rattlesnake Holding 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 sixteenth supplemental indenture (the "Sixteenth 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 Sixteenth 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 Sixteenth Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the Sixteenth Supplemental Indenture, which is attached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Twelfth Supplemental Indenture

On February 3, 2021, Clearway Operating LLC, the guarantors currently party to the 2025 Notes Indenture (defined below), the Guaranteeing Subsidiary and the Trustee also entered into the twelfth supplemental indenture (the "Twelfth 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 Twelfth Supplemental Indenture, the Guaranteeing Subsidiary became a guarantor of Clearway Operating LLC's obligations under the 2025 Notes.

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

Eighth Supplemental Indenture

On February 3, 2021, Clearway Operating LLC, the guarantors currently party to the 2028 Notes Indenture (defined below), the Guaranteeing Subsidiary and the Trustee also entered into the eighth supplemental indenture (the "Eighth 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 $850,000,000 in aggregate principal amount of its 4.750% Senior Notes due 2028 (the "2028 Notes"). Pursuant to the Eighth Supplemental Indenture, the Guaranteeing Subsidiary became a guarantor of Clearway Operating LLC's obligations under the 2028 Notes.

The foregoing description of the Eighth Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the Eighth 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         Sixteenth Supplemental Indenture, dated as of February 3, 2021, 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         Twelfth Supplemental Indenture, dated as of February 3, 2021, among
              Clearway Energy Operating LLC, the guarantors named therein and Delaware
              Trust Company.
    4.3         Eighth Supplemental Indenture, dated as of February 3, 2021, among
              Clearway Energy Operating LLC, the guarantors named therein and Delaware
              Trust Company.
    104       Cover Page Interactive Data File (formatted as inline XBRL and contained
              in Exhibit 101)




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