SEC Filing | Clearway Energy, Inc.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 15, 2023

Clearway Energy LLC

(Exact name of Registrant as specified in its charter)

Delaware		333-203369		32-0407370
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

300 Carnegie Center, Suite 300, Princeton, New Jersey 08540

(Address of principal executive offices, including zip code)

(609) 608-1525

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		None		None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01

Entry Into a Material Definitive Agreement.

Eighth Amendment to Clearway Energy LLC and Clearway Energy Operating LLC Revolving Credit Facility

On March 15, 2023, each of Clearway Energy Operating LLC (“Clearway Operating LLC”), as borrower, and Clearway Energy LLC (“Clearway LLC”), as guarantor, entered into the Eighth Amendment to Amended and Restated Credit Agreement (the “Eighth Amendment”), with certain subsidiaries of Clearway Operating LLC party thereto, as guarantors, JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), and the lenders party thereto, which amended that certain Amended and Restated Credit Agreement, dated as of April 25, 2014 (as amended, the “Existing Credit Agreement”), among Clearway Operating LLC, Clearway LLC, certain subsidiaries of Clearway Operating LLC party thereto, the lenders party thereto and the Administrative Agent. Clearway Operating LLC is a subsidiary of Clearway LLC.

The Eighth Amendment amends the Existing Credit Agreement to, among other things, (i) replace the London Interbank Offered Rate with the Secured Overnight Financing Rate plus a credit spread adjustment of 0.10% for all available interest periods as the applicable reference rate, (ii) increase the revolving commitments thereunder to an aggregate principal amount of $700 million, (iii) extend the maturity date of the facility to March 15, 2028, (iv) increase the letter of credit sublimit thereunder to $594 million, (iv) increase certain covenant baskets and threshold amounts set forth therein and (v) amend certain other provisions of the Existing Credit Agreement as more fully set forth in the Eighth Amendment.

The foregoing description of the Eighth Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Eighth Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The disclosures under Item 1.01 of this Current Report are also responsive to Item 2.03 of this Current Report and are incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits

(d)	Exhibits

Exhibit No.		Document
10.1*		Eighth Amendment to Amended and Restated Credit Agreement, entered into as of March 15, 2023, by and among Clearway Energy Operating LLC, Clearway Energy LLC, the guarantors party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto.
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

Schedules and similar attachments to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the U.S. Securities and Exchange Commission upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Clearway Energy LLC
	(Registrant)

	By:	/s/ Kevin P. Malcarney
		Kevin P. Malcarney
		General Counsel and Corporate Secretary

March 20, 2023

Exhibit 10.1

Execution Version

EIGHTH AMENDMENT

TO AMENDED AND RESTATED CREDIT AGREEMENT

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, that certain Fourth Amendment to Amended and Restated Credit Agreement, dated as of November 30, 2018, that certain Fifth Amendment to Amended and Restated Credit Agreement, dated as of December 20, 2019, that certain Sixth Amendment to Amended and Restated Credit Agreement and First Amendment to Amended and Restated Pledge and Security Agreement, dated as of November 30, 2021 and that certain Seventh Amendment to Amended and Restated Credit Agreement, dated as of August 15, 2022 (the “Credit Agreement,” and as amended by this Amendment and as may be further amended, amended and restated, supplemented or otherwise modified from time to time, the “Amended Credit Agreement”), by and among the Borrower, Holdings, the other Guarantors party thereto, the Lenders and L/C Issuers party thereto and the Administrative Agent. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Amended Credit Agreement, and the rules of interpretation set forth in Section 1.02 of the Amended Credit Agreement shall apply hereto, mutatis mutandis.

RECITALS

WHEREAS, the Loan Parties have requested that the Lenders and L/C Issuers agree to amend certain provisions of the Credit Agreement as provided for herein; and

WHEREAS, subject to the satisfaction of the conditions specified herein, the undersigned Lenders and L/C Issuers are willing to agree to such amendments to the Credit Agreement in accordance with Section 11.01 of the Credit Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

SECTION I. AMENDMENTS TO CREDIT AGREEMENT

Effective on and as of the date on which each of the conditions set forth in Section II has been satisfied (or waived by the party or parties entitled to the benefit thereof):

A. Credit Agreement. The Credit Agreement is hereby amended pursuant to Section 11.01 of the Credit Agreement to delete the stricken text (indicted textually in the same manner as the following example: ~~stricken text~~) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as shown in the Amended Credit Agreement attached hereto as Exhibit A.

B. Exhibits and Schedules. (a) Schedules 1.01, 2.01, 2.03, 5.06, 5.13, 5.17(a), 5.24, 7.01, 7.02(a), 7.02(d), 7.03(f), 7.09 and 11.02 to the Credit Agreement are hereby amended and restated, and replaced in their respective entireties, with the schedules attached hereto as Exhibits B-1, B-2, B-3, B-4, B-5, B-6, B-7, B-8, B-9, B-10, B-11, B-12 and B-13 respectively, (b) Exhibit A to the Credit Agreement is hereby amended and restated, and replaced in its entirety with the exhibit attached hereto as Exhibit C and (b) new Exhibits L-1, L-2, L-3 and L-4 are hereby added to the Credit Agreement in the form of the exhibits attached hereto as Exhibits D-1, D-2, D-3 and D-4, respectively. No other Exhibit or Schedule to the Credit Agreement is amended pursuant to this Amendment, and all such Exhibits and Schedules to the Credit Agreement shall apply to the Amended Credit Agreement as if attached in Exhibit A.

C. Commitments. On the A&R Credit Agreement Eighth Amendment Effective Date (as defined below), (i) each Revolving Credit Lender party to the Credit Agreement immediately prior to the A&R Credit Agreement Eighth Amendment Effective Date that is a party to this Amendment (the “Continuing Lenders”) will automatically and without further act be deemed to have assigned to each Revolving Credit Lender party hereto that was not a party to the Credit Agreement immediately prior to the A&R Credit Agreement Eighth Amendment Effective Date (the “New Revolving Credit Lenders”) (and, solely to the extent necessary to achieve the pro rata treatment referred to below, to each other Continuing Lender), and each New Revolving Credit Lender will automatically and without further act be deemed to have assumed a portion of (and, to the extent necessary to achieve the pro rata treatment referred to below, each such Continuing Lender shall be deemed to have assumed a portion of), such Continuing Lender’s participations in any outstanding Letters of Credit such that, after giving effect to each deemed assignment and assumption of such participations, all of the Revolving Credit Lenders’ participations in any Letters of Credit shall be held on a pro rata basis on the basis of their respective Revolving Credit Commitments (as reflected on revised Schedule 2.01 attached hereto as Exhibit B-2, which gives effect to the revised aggregate amount of Revolving Credit Commitments and allocation thereof to the Revolving Credit Lenders pursuant to this Amendment) and (ii) if any Revolving Credit Loans are outstanding on such date, the Continuing Lenders shall assign Revolving Credit Loans to the New Revolving Credit Lenders, and the New Revolving Credit Lenders shall purchase such Loans, in each case to the extent necessary so that all of the Revolving Credit Lenders participate in each outstanding Revolving Credit Loan pro rata on the basis of their respective Commitments (after giving effect to any increase in the Revolving Credit Commitments pursuant to this Amendment); it being understood and agreed that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in the Amended Credit Agreement shall not apply to the transactions effected pursuant to this Section.

D. Exiting Lenders. The parties hereto agree that, notwithstanding anything to the contrary in the Amended Credit Agreement (including any provisions regarding the pro rata payment of Revolving Credit Loans and termination of Revolving Credit Commitments), the Revolving Credit Commitments of any Revolving Credit Lender party to the Credit Agreement prior to the A&R Credit Agreement Eighth Amendment Effective Date that is not a party to this Amendment (the “Exiting Lenders”) will be terminated in full on the A&R Credit Agreement Eighth Amendment Effective Date and any Revolving Credit Loans of such Exiting Lenders shall be repaid in full on the A&R Credit Agreement Eighth Amendment Effective Date.

SECTION II. CONDITIONS

This Amendment shall become effective as of the first date on which each of the following conditions in this Section II have been satisfied (or waived in accordance with the Credit Agreement) (the date of satisfaction (or waiver) of such conditions being referred to herein as the “A&R Credit Agreement Eighth Amendment Effective Date”):

A. Deliverables to Administrative Agent. The Administrative Agent’s receipt of the following, each of which shall be originals or electronically transmitted copies of originals (followed as soon as reasonably practicable by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the A&R Credit Agreement Eighth Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the A&R Credit Agreement Eighth Amendment Effective Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Lenders:

i. (a) a counterpart signature page of this Amendment duly executed by each of the Loan Parties, (b) a counterpart signature page of this Amendment duly executed by the Administrative Agent and (c) a counterpart signature page of this Amendment duly executed by each of the Lenders and L/C Issuers;

ii. a Note executed by the Borrower in favor of each Lender (if any) requesting a Note;

iii. (a) a certificate of the secretary, an assistant secretary or a Responsible Officer of each Loan Party dated the A&R Credit Agreement Eighth Amendment Effective Date, certifying (x) that attached thereto is a true and complete copy of each Organization Document of such Loan Party certified (to the extent applicable) as of a recent date by the Secretary of State (or equivalent Governmental Authority) of the state or jurisdiction of its organization or certifying that such Organizational Document delivered to the Administrative Agent on the A&R Credit Agreement Third Amendment Effective Date (to the extent so delivered to the Administrative Agent on such date) has not been amended or otherwise modified since such date, and a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State, (y) that attached thereto is a true and complete copy of resolutions duly authorizing the execution, delivery and performance of this Amendment, and (z) as to the incumbency and specimen signature of each officer executing any Loan Document and (b) a certificate of another Responsible Officer as to the incumbency and specimen signature of the secretary, assistant secretary or Responsible Officer executing the certificate pursuant to clause (a) above;

iv. a customary opinion of Willkie Farr & Gallagher LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender and L/C Issuer, in form and substance reasonably satisfactory to the Administrative Agent;

v. a certificate signed by a Responsible Officer of the Borrower certifying that as of the A&R Credit Agreement Eighth Amendment Effective Date, (a) there has been no event or circumstance that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect since December 31, 2022, (b) no Default or Event of Default has occurred and is continuing and (c) the conditions specified in Section II.D are satisfied;

vi. the projections of Parent and its Subsidiaries for the period of fiscal year 2023 through and including fiscal year 2027;

vii. certificates attesting to the Solvency of the Loan Parties, taken as a whole after giving effect to this Amendment, from the chief financial officer (or other Responsible Officer with equivalent duties) of Holdings;

viii. a completed Collateral Questionnaire dated the A&R Credit Agreement Eighth Amendment Effective Date and executed by a Responsible Officer of each Loan Party, together with all attachments contemplated thereby; and

ix. completed results of a search of the UCC filings made with respect to the Persons in the jurisdictions contemplated by the Collateral Questionnaire referred to in paragraph (viii) above, dated on or before the A&R Credit Agreement Eighth Amendment Effective Date, listing all effective financing statements that name any Loan Party as debtor disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements are permitted by Section 7.01 of the Amended Credit Agreement or have been or will be contemporaneously released or terminated.

B. Payment of Fees and Expenses. The Arranger shall have received all fees payable pursuant to the Fee Letter, and Administrative Agent shall have received all reasonable and documented out-of-pocket expenses incurred, in connection with this Amendment on or prior to the A&R Credit Agreement Eighth Amendment Effective Date to the extent (in the case of expenses) invoiced at least two Business Days prior to the A&R Credit Agreement Eighth Amendment Effective Date, including (in the case of expenses), to the extent invoiced at least two Business Days prior to the A&R Credit Agreement Eighth Amendment Effective Date, reimbursement or other payment of all fees and out-of-pocket expenses in each case required to be reimbursed or paid by the Borrower under the Amended Credit Agreement and the engagement and fee letters entered into by the Borrower and JPM as Arranger, dated as of February 10, 2023 and that are due and payable pursuant thereto on the A&R Credit Agreement Eighth Amendment Effective Date.

C. No Material Adverse Effect. As of the A&R Credit Agreement Eighth Amendment Effective Date, no event, circumstance or change shall have occurred since December 31, 2022 that has resulted in, or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect or a material adverse change in, or material adverse effect upon, the operations, business, properties, liabilities or financial condition of the Project Companies taken as a whole.

D. Representations and Warranties. Each of the representations and warranties in Section III shall be true and correct in all material respects on the A&R Credit Agreement Eighth Amendment Effective Date (unless made solely as of a prior date, in which case such representation and warranty was true and correct in all material respects as of such date).

E. Know Your Customer. (i) The Administrative Agent shall have received at least three (3) Business Days prior to the A&R Credit Agreement Eighth Amendment Effective Date, all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act that has been reasonably requested by the Administrative Agent or a Lender and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least three (3) Business Days prior to the A&R Credit Agreement Eighth Amendment Effective Date, any Lender that has requested, in a written notice to the Borrower, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification.

SECTION III. REPRESENTATIONS AND WARRANTIES

Each Loan Party which is a party hereto represents and warrants to each Lender that the following statements are true and correct in all material respects (except to the extent any such representation and warranty itself is qualified by “materiality”, “Material Adverse Effect” or any similar qualifier, in which case, it shall be true and correct in all respects) as of the A&R Credit Agreement Eighth Amendment Effective Date:

A. Corporate Power and Authority. Each Loan Party has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to execute, deliver and perform its obligations under this Amendment and to perform its obligations under the Amended Credit Agreement and consummate the transactions contemplated by this Amendment and the Amended Credit Agreement.

B. Authorization of Amendment. The execution, delivery and performance by each Loan Party of this Amendment have been duly authorized by all necessary corporate or other organizational action.

C. No Conflict. The execution, delivery and performance by each Loan Party of this Amendment do not and will not (i) contravene the terms of any of such Person’s Organization Documents; (ii) conflict with or result in any breach or contravention of, or require any payment to be made under, (a) any material Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries, or (b) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; (iii) result in the creation or imposition of any Lien upon or with respect to any property or assets now owned or hereafter acquired by such Person or any of its Subsidiaries (other than Liens created under the Collateral Documents); or (iv) violate any material Law.

D. Binding Effect. This Amendment has been duly executed and delivered by each Loan Party that is party hereto. Each of this Amendment and the Amended Credit Agreement constitutes a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party hereto or thereto in accordance with its terms, except as enforceability hereof or thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws now or hereafter in effect relating to creditors’ rights generally (including specific performance) and (ii) general equitable principles (whether considered in a proceeding in equity or at law), and to the discretion of the court before which any proceeding may be brought.

E. Representations and Warranties, Etc. (x) All representations and warranties contained in Article V of the Amended Credit Agreement and the other Loan Documents are true and correct in all material respects (but in all respects if such representation or warranty is qualified by “materiality” or “Material Adverse Effect”), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct in all material respects (but in all respects if such representation or warranty is qualified by “materiality” or “Material Adverse Effect”) as of such earlier date, and except that the representations and warranties contained in Sections 5.05(a) and (b) of the Amended Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b) of the Amended Credit Agreement, respectively, and the representations and warranties contained in Section 5.05(c) of the Amended Credit Agreement shall be deemed to refer to the statements furnished pursuant to Section 6.01(a) of the Amended Credit Agreement with respect to the fiscal year ended December 31, 2022, and (y) no Default has occurred and is continuing.

F. Solvency. Each Loan Party, and the Loan Parties and their Subsidiaries taken as a whole, is and are Solvent.

SECTION IV. ACKNOWLEDGMENT AND CONSENT OF LOAN PARTIES; REAFFIRMATION OF GUARANTIES AND LIENS

A. Acknowledgment and Consent. Each Loan Party hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendments of the Credit Agreement effected pursuant to this Amendment.

B. Guaranty and Lien Reaffirmation. Each Loan Party hereby (i) confirms that each Loan Document (including the Guaranty), both immediately before and immediately after giving effect to and, if applicable, as amended by this Amendment, to which it is a party or otherwise bound, and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance with the Loan Documents, as amended by this Amendment, if applicable, the payment and performance of the Secured Obligations and (ii) ratifies all guaranties and Liens granted by it pursuant to the Loan Documents.

C. Continuing Effect. Each Loan Party hereby acknowledges and agrees that (i) each Loan Document, both immediately before and immediately after giving effect to and, if applicable, as amended by this Amendment, to which it is a party or otherwise bound shall continue in full force and effect and (ii) all of its obligations thereunder shall be valid and enforceable (except as enforceability hereof or thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws now or hereafter in effect relating to creditors’ rights generally (including specific performance) and (ii) general equitable principles (whether considered in a proceeding in equity or at law), and to the discretion of the court before which any proceeding may be brought) and shall not be impaired or limited by the execution or effectiveness of this Amendment.

D. No Filings Necessary. Except as otherwise required herein, each Loan Party hereby confirms that no additional filings or recordings need to be made, and no other actions need to be taken, by such Loan Party in order to maintain the perfection, enforceability or validity of the security interests created pursuant to the Collateral Documents.

SECTION V. POST-CLOSING CONDITIONS

A. Within fifteen (15) days of the A&R Credit Agreement Eighth Amendment Effective Date (or such longer period as the Administrative Agent may agree in its reasonable discretion), the Borrower shall cause to be delivered ACORD certificates of insurance policies maintained by the Loan Parties pursuant to Section 5.10 of the Amended Credit Agreement, each in form and substance reasonably satisfactory to the Administrative Agent.

B. To the extent not already delivered, within sixty (60) days of the A&R Credit Agreement Eighth Amendment Effective Date (or such longer period as the Administrative Agent may agree in its reasonable discretion), the Borrower shall cause to be delivered duly executed Account Control Agreements for the accounts listed on Schedule II(A)(3) of the Collateral Questionnaire, to the extent required under the Security Agreement.

SECTION VI. MISCELLANEOUS

A. Reference to and Effect on Credit Agreement and Other Loan Documents.

(i) On and after the A&R Credit Agreement Eighth Amendment Effective Date, each reference in the Credit Agreement to “this Amendment,” “hereunder,” “hereof,” “herein” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to the “Credit Agreement,” “thereunder,” “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Amended Credit Agreement.

(ii) Except as specifically amended by this Amendment, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.

(iii) The execution, delivery and performance of this Amendment shall not constitute either (x) a novation of the Credit Agreement or any of the other Loan Documents or any obligations thereunder or (y) a waiver of any provision of, or operate as a waiver of any right, power or remedy of any Agent, Lender or L/C Issuer under, the Credit Agreement or any of the other Loan Documents. The amendments contained herein are limited to the specified provisions and circumstances described and shall not be deemed to prejudice any rights not specifically addressed herein which any Agent, Lender or L/C Issuer may now have or may have in the future under the Amended Credit Agreement or any other Loan Document.

B. Loan Document. For the avoidance of doubt, this Amendment constitutes a Loan Document.

C. Headings. Section and Subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect.

D. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

E. Submission to Jurisdiction; Waiver of Venue; Service of Process; Waiver of Jury Trial. The provisions of Sections 11.14(b), (c) and (d) and Section 11.15 of the Amended Credit Agreement are hereby incorporated by reference, mutatis mutandis, as if set forth in full herein.

F. Counterparts; Electronic Execution. This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Amendment. The words “execution,” “execute”, “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Amendment and the transactions contemplated hereby shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

[Remainder of this page intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

BORROWER:	CLEARWAY ENERGY OPERATING LLC

	By:	/s/ Christopher S. Sotos
		Name: Christopher S. Sotos
		Title: President and Chief Executive Officer

GUARANTORS:	CLEARWAY ENERGY LLC
	DGPV HOLDING LLC

	By:	/s/ Christopher S. Sotos
		Name: Christopher S. Sotos
		Title: President and Chief Executive Officer