2288509 ONTARIO INC. - and - BROOKFIELD RENEWABLE POWER INC. - and - EACH PERSON WHO IS ADMITTED TO THE PARTNERSHIP AS A LIMITED PARTNER FROM TIME TO TIME AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF BROOKFIELD RENEWABLE ENERGY PARTNERS L.P....Agreement • June 28th, 2012 • Brookfield Renewable Energy Partners L.P. • Electric services
THIS AGREEMENT is made as of the 20th day of November, 2011 among 2288509 ONTARIO INC. (the “General Partner”), a corporation existing under the laws of the Province of Ontario, as the General Partner, BROOKFIELD RENEWABLE POWER INC., a corporation existing under the laws of the Province of Ontario (the “Initial Limited Partner”), and each person who is admitted to the Partnership as a limited partner in accordance with the provisions of this Agreement.
BROOKFIELD BRP HOLDINGS (CANADA) INC., as the Issuer AND BROOKFIELD RENEWABLE PARTNERS L.P., as the Company AND THE GUARANTORS FROM TIME TO TIME PARTY HERETO AND COMPUTERSHARE TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of April 15, 2021Indenture • April 15th, 2021 • Brookfield Renewable Partners L.P. • Electric services • New York
COMPUTERSHARE TRUST COMPANY, N.A., a national banking association company existing under the laws of the United States, not in its individual capacity but solely in its capacity as trustee,
FORM OF SUBORDINATE CREDIT AGREEMENT between BROOKFIELD BRP HOLDINGS (CANADA) INC. as Borrower and BEP SUBCO INC. as Lender Effective as of ■, 2020Credit Agreement • April 22nd, 2020 • Brookfield Renewable Partners L.P. • Electric services • Ontario
THIS CREDIT AGREEMENT is effective as of ■, 2020 and is entered into between Brookfield BRP Holdings (Canada) Inc., as the initial Borrower, such Persons as become Borrowers hereunder from time to time, and BEP Subco Inc., as the Lender(s).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 19th, 2012 • Brookfield Renewable Energy Partners L.P. • Electric services
Brookfield BRP Holdings (Canada) Inc., a corporation incorporated under the laws of the Province of Ontario (the “Purchaser”),
BROOKFIELD RENEWABLE PARTNERS LIMITEDAgreement • May 4th, 2016 • Brookfield Renewable Partners L.P. • Electric services
THIS AGREEMENT is made as of the 3rd day of May, 2016 among BROOKFIELD RENEWABLE PARTNERS LIMITED (the "General Partner"), an exempted company incorporated with limited liability under the laws of Bermuda, as the General Partner, and each person who is admitted to the Partnership as a limited partner in accordance with the provisions of this Agreement.
GUARANTEE, DATED OCTOBER 7, 2014, BY BROOKFIELD BRP EUROPE HOLDINGS (BERMUDA) LIMITED AND BNY TRUST COMPANY OF CANADA.Guarantee • March 2nd, 2015 • Brookfield Renewable Energy Partners L.P. • Electric services • Ontario
NOW THEREFORE in consideration of the foregoing and other benefits accruing to the Guarantor, the receipt and sufficiency of which are hereby acknowledged, the Guarantor hereby covenants and agrees with the Trustee as follows:
THIS GUARANTEE INDENTURE dated as of July 29, 2020;Guarantee • August 3rd, 2020 • Brookfield Renewable Partners L.P. • Electric services • Ontario
WHEREAS pursuant to the terms of this guarantee indenture (the “Guarantee”) the Guarantor has agreed to guarantee in favour of the Holders (as defined below) the payment of the Senior Preferred Share Obligations (as defined below), pursuant to the terms of the Senior Preferred Shares (as defined below);
UNDERWRITING AGREEMENTUnderwriting Agreement • June 7th, 2016 • Brookfield Renewable Partners L.P. • Electric services • New York
Scotia Capital Inc. (“Scotia Capital”) Barclays Capital Canada Inc. (“Barclays”) and HSBC Securities (Canada) Inc. (“HSBC”) and TD Securities Inc. (“TD Securities”, collectively with Scotia, Barclays and HSBC the “Representatives”) and CIBC World Markets Inc., Citigroup Global Markets Canada Inc., Deutsche Bank Securities Inc. (“Deutsche Bank”), Merrill Lynch Canada Inc., RBC Dominion Securities Inc., BMO Nesbitt Burns Inc., J.P. Morgan Securities Canada Inc., National Bank Financial Inc., Desjardins Securities Inc., FirstEnergy Capital Corp., Industrial Alliance Securities Inc., Manulife Securities Incorporated and Raymond James Ltd. (each of the foregoing, an “Underwriter”, and, collectively, the “Underwriters”) understand that Brookfield Renewable Partners L.P. (the “Partnership”) proposes to issue an aggregate of 10,655,000 limited partnership units (the “Units”) through the Underwriters (the “Offering”).
Brookfield BRP Holdings (Canada) Inc. $150,000,000 7.250% Perpetual Subordinated Notes Underwriting AgreementBrookfield Renewable Partners L.P. • March 25th, 2024 • Electric services • New York
The Notes are to be issued pursuant to an indenture, dated as of April 15, 2021 (the “Base Indenture”), as supplemented by a third supplemental indenture, to be dated as of March 25, 2024 (the “Third Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), by and among the Company, the guarantors thereto (including the Guarantors), and Computershare Trust Company, N.A., as trustee (in such capacity, the “Trustee”).
BREP HOLDING L.P. - and - BROOKFIELD RENEWABLE PARTNERS L.P. - and - BROOKFIELD RENEWABLE POWER INC. - and - BROOKFIELD ENERGY MARKETING LP - and - EACH PERSON WHO IS ADMITTED TO THE PARTNERSHIP AS A LIMITED PARTNER FROM TIME TO TIME FOURTH AMENDED...Agreement • February 8th, 2021 • Brookfield Renewable Partners L.P. • Electric services
THIS AGREEMENT is made as of the 30th day of December, 2020 among BREP HOLDING L.P. (the “General Partner”), an exempted limited partnership existing under the laws of Bermuda, as the General Partner, BROOKFIELD RENEWABLE PARTNERS L.P. (the “Initial Limited Partner”, “BREP” or “BEP”), an exempted limited partnership existing under the laws of Bermuda, as a limited partner, BROOKFIELD RENEWABLE POWER INC., a corporation existing under the law of the Province of Ontario (“BRPI”), as a limited partner, BROOKFIELD ENERGY MARKETING LP (“BEM LP”), a limited partnership existing under the laws of the Province of Ontario, as a limited partner, and each person who is admitted to the Partnership as a limited partner in accordance with the provisions of this Agreement;
BROOKFIELD BRP HOLDINGS (CANADA) INC., as the Issuer AND BROOKFIELD RENEWABLE PARTNERS L.P., as the Partnership AND THE GUARANTORS FROM TIME TO TIME PARTY HERETO AND COMPUTERSHARE TRUST COMPANY, N.A., as Trustee Third Supplemental Indenture Dated as...Brookfield Renewable Partners L.P. • March 25th, 2024 • Electric services • New York
THIS THIRD SUPPLEMENTAL INDENTURE, dated as of March 25, 2024 (this “Third Supplemental Indenture”) between Brookfield BRP Holdings (Canada) Inc. (and any successor Person under the Indenture hereinafter referred to, the “Issuer”), a corporation organized under the laws of Ontario, Canada, Brookfield Renewable Partners L.P. (and any successor Person under the Indenture hereinafter referred to, the “Partnership”), an exempted limited partnership organized under the laws of the Islands of Bermuda, Brookfield Renewable Energy L.P. (“BRELP”), an exempted limited partnership organized under the laws of the Islands of Bermuda, BRP Bermuda Holdings I Limited (“LATAM HoldCo”), a Bermuda exempted company, Brookfield BRP Europe Holdings (Bermuda) Limited (“Euro HoldCo”), a Bermuda exempted company, BEP Subco Inc.. a corporation organized under the laws of Ontario, Canada (“Canada SubCo”, and together with BRELP, LATAM HoldCo, Euro HoldCo and Canada SubCo, the “Initial Subsidiary Guarantors”), th
ContractVoting Agreement • March 27th, 2020 • Brookfield Renewable Partners L.P. • Electric services • Delaware
VOTING AGREEMENT (this “Agreement”) dated as of March 16, 2020, among TerraForm Power, Inc., Delaware corporation (the “Company”), and each of the parties listed on Schedule A hereto (each, a “Stockholder” and, collectively, the “Stockholders”).
BROOKFIELD RENEWABLE ENERGY L.P. FIRST AMENDMENT TO THE FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENTBrookfield Renewable Partners L.P. • April 14th, 2022 • Electric services
THIS AMENDMENT (the “Amendment”) to the Fourth Amended and Restated Limited Partnership Agreement dated as of December 30, 2020 (the “Agreement”) of Brookfield Renewable Energy L.P. (the “Partnership”) is made as of the 14th day of April 2022, by the undersigned. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.
BROOKFIELD RENEWABLE PARTNERS L.P. SECOND AMENDMENT TO THE FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENTBrookfield Renewable Partners L.P. • February 14th, 2017 • Electric services
THIS AMENDMENT (the “Amendment”) to the Fourth Amended and Restated Limited Partnership Agreement dated as of May 3, 2016 (the “Agreement”) of Brookfield Renewable Partners L.P. (the “Partnership”) is made as of the 14th day of February 2017, by the undersigned. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.
EQUITY COMMITMENT AGREEMENTEquity Commitment Agreement • August 3rd, 2020 • Brookfield Renewable Partners L.P. • Electric services • Ontario
NOW THEREFORE in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows:
BROOKFIELD RENEWABLE ENERGY L.P. FIFTH AMENDMENT TO THE THIRD AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENTBrookfield Renewable Partners L.P. • March 11th, 2019 • Electric services
THIS AMENDMENT (the “Amendment”) to the Third Amended and Restated Limited Partnership Agreement dated as of February 11, 2016 (the “Agreement”) of Brookfield Renewable Energy L.P. (the “Partnership”) is made as of the 11 day of March 2019, by the undersigned. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.
BROOKFIELD RENEWABLE POWER INC. and BROOKFIELD RENEWABLE POWER FUND and BROOKFIELD RENEWABLE POWER TRUST and BROOKFIELD RENEWABLE ENERGY PARTNERS L.P. COMBINATION AGREEMENT September 12, 2011Combination Agreement • June 28th, 2012 • Brookfield Renewable Energy Partners L.P. • Electric services • Ontario
THIS COMBINATION AGREEMENT dated September 12, 2011 between Brookfield Renewable Power Inc., a corporation formed under the laws of the Province of Ontario (“BRPI”), Brookfield Renewable Power Fund, a trust governed by the laws of the Province of Québec (the “Fund”), Brookfield Renewable Power Trust, a trust governed by the laws of the Province of Québec (“BRPT”, and together with the Fund, the “Fund Entities”), and Brookfield Renewable Energy Partners L.P., an exempted partnership formed under the laws of Bermuda (“BREP”).
THIS GUARANTEE INDENTURE dated as of July 29, 2020;Guarantee • August 3rd, 2020 • Brookfield Renewable Partners L.P. • Electric services • Ontario
WHEREAS pursuant to the terms of this guarantee indenture (the “Guarantee”) the Guarantor has agreed to guarantee in favour of the Holders (as defined below) the payment of the Class A Preferred LP Unit Obligations (as defined below), pursuant to the terms of the Guaranteed Class A Preferred LP Units (as defined below);
UNDERWRITING AGREEMENTUnderwriting Agreement • February 12th, 2021 • Brookfield Renewable Partners L.P. • Electric services • New York
Re: Secondary Offering of 15,000,000 Class A Exchangeable Subordinate Voting Shares of Brookfield Renewable Corporation by Brookfield Investments Corporation, BPY Holdings Inc., BPY Canada Investor Inc., Brookfield International Limited, Brookfield Holdings (Alberta) Limited and Brookfield Financial Real Estate Holdings Inc.
BROOKFIELD RENEWABLE PARTNERS L.P. FIRST AMENDMENT TO THE THIRD AMENDED AND RESTATED MASTER SERVICES AGREEMENTMaster Services Agreement • August 3rd, 2020 • Brookfield Renewable Partners L.P. • Electric services • Ontario
THIS AMENDMENT (the “Amendment”) to the Third Amended and Restated Master Services Agreement, dated as of May 11, 2020 (the “Agreement”) among Brookfield Asset Management Inc. (“BAM”), Brookfield Renewable Partners L.P. (“BEP”) and others is made as of the 30th day of July, 2020 by the undersigned. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.
THIS GUARANTEE is made as of the 29th day of July, 2020, BY: BEP SUBCO INC., a company incorporated under the laws of the Province of Ontario (the “Guarantor” or the “Corporation”) IN FAVOUR OF: BNY TRUST COMPANY OF CANADA, a trust company existing...Guarantee • August 3rd, 2020 • Brookfield Renewable Partners L.P. • Electric services • Ontario
NOW THEREFORE in consideration of the foregoing and other benefits accruing to the Guarantor, the receipt and sufficiency of which are hereby acknowledged, the Guarantor hereby covenants and agrees with the Trustee as follows:
BROOKFIELD ASSET MANAGEMENT INC. - and - BRP ENERGY GROUP L.P. - and - BROOKFIELD RENEWABLE ENERGY GROUP LLC - and - BROOKFIELD RENEWABLE ENERGY GROUP (BERMUDA) LIMITED - and - BROOKFIELD RENEWABLE ENERGY PARTNERS L.P. - and - BROOKFIELD RENEWABLE...Relationship Agreement • August 3rd, 2020 • Brookfield Renewable Partners L.P. • Electric services • Ontario
BROOKFIELD RENEWABLE ENERGY GROUP LLC, (the “US Manager”), a limited liability company existing under the laws of the State of Delaware
BROOKFIELD RENEWABLE PARTNERS L.P. SIXTH AMENDMENT TO THE FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENTLimited Partnership Agreement • February 24th, 2020 • Brookfield Renewable Partners L.P. • Electric services
THIS AMENDMENT (the “Amendment”) to the Fourth Amended and Restated Limited Partnership Agreement dated as of May 3, 2016 (the “Agreement”) of Brookfield Renewable Partners L.P. (the “Partnership”) is made as of the 24th day of February 2020, by the undersigned. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.
GUARANTEEGuarantee • August 12th, 2021 • Brookfield Renewable Partners L.P. • Electric services • Ontario
NOW THEREFORE in consideration of the foregoing and other benefits accruing to each Guarantor, the receipt and sufficiency of which are hereby acknowledged, each Guarantor hereby covenants and agrees with the Trustee as follows:
BROOKFIELD RENEWABLE PARTNERS L.P. FIRST AMENDMENT TO THE FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENTLimited Partnership Agreement • May 26th, 2016 • Brookfield Renewable Partners L.P. • Electric services
THIS AMENDMENT (the “Amendment”) to the Fourth Amended and Restated Limited Partnership Agreement dated as of May 3, 2016 (the “Agreement”) of Brookfield Renewable Partners L.P. (the “Partnership”) is made as of the 25th day of May 2016, by the undersigned. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.
Second Amended and Restated Master Services Agreement, dated February 26, 2015, by and among Brookfield Asset Management Inc., Brookfield Renewable Energy Partners L.P., Brookfield Renewable Energy L.P., and othersMaster Services Agreement • March 2nd, 2015 • Brookfield Renewable Energy Partners L.P. • Electric services • Ontario
BROOKFIELD RENEWABLE ENERGY PARTNERS ULC (formerly BRP Finance ULC) (“FinanceCo”), an unlimited liability company existing under the laws of the Province of Alberta
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 17th, 2020 • Brookfield Renewable Partners L.P. • Electric services • Ontario
WHEREAS, BEPC desires to provide the Holders (as defined herein) with the registration rights specified in this Agreement with respect to Registrable Shares (as defined herein) on the terms and subject to the conditions set forth herein.
BROOKFIELD RENEWABLE PARTNERS L.P. SECOND AMENDMENT TO THE THIRD AMENDED AND RESTATED MASTER SERVICES AGREEMENTMaster Services Agreement • March 1st, 2022 • Brookfield Renewable Partners L.P. • Electric services • Ontario
THIS AMENDMENT (the “Amendment”) to the Third Amended and Restated Master Services Agreement, dated as of May 11, 2020 (the “Agreement”) among Brookfield Asset Management Inc., Brookfield Renewable Partners L.P. and others is made as of the 3rd day of February, 2022 by the undersigned. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.
THIS FORM OF GUARANTEE INDENTURE dated as of ∎;Brookfield Renewable Partners L.P. • June 17th, 2020 • Electric services • Ontario
WHEREAS pursuant to the terms of this guarantee indenture (the “Guarantee”) the Guarantor has agreed to guarantee in favour of the Holders (as defined below) the payment of the Senior Preferred Share Obligations (as defined below), pursuant to the terms of the Senior Preferred Shares (as defined below);
BROOKFIELD RENEWABLE AND TERRAFORM POWER ENTER INTO A DEFINITIVE MERGER AGREEMENTBrookfield Renewable And • March 17th, 2020 • Brookfield Renewable Partners L.P. • Electric services
Each share of Class A common stock of TERP will be acquired for consideration equivalent to 0.381 of a BEP unit, which represents a 17% premium to TERP’s unaffected trading price1. TERP shareholders can elect to receive BEPC shares or BEP unitsCombined business will be one of the largest, integrated pure-play renewable power companies in the world with one of the strongest investment grade balance sheets in the sector, no material near term maturities, and a 20-year track record of creating shareholder value across multiple economic cyclesAvailable liquidity of the combined company will approximate $3.1 billion and shareholders will benefit from $5 billion of private capital available from Brookfield’s unlisted fundTERP shareholders will benefit from a broader growth mandate that includes the acquisition of global, multi-technology renewable power assets and development opportunities, an investment grade balance sheet, increased liquidity, and enhanced diversificationThe Special Commit
THIS GUARANTEE INDENTURE dated as of February 11, 2016;Guarantee • February 11th, 2016 • Brookfield Renewable Energy Partners L.P. • Electric services • Ontario
(hereinafter referred to as “Investco”, and collectively with BRELP, NA Holdco, Latam Holdco and Euro Holdco the “Guarantors”),
BROOKFIELD CORPORATION - and - BROOKFIELD RENEWABLE CORPORATION - and – BROOKFIELD RENEWABLE PARTNERS L.P. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 1st, 2024 • Brookfield Renewable Partners L.P. • Electric services • Ontario
WHEREAS, BEPC (previously, 1505127 B.C. Ltd.) desires to provide the Holders (as defined herein) with the registration rights specified in this Agreement with respect to Registrable Shares (as defined herein) on the terms and subject to the conditions set forth herein.
THIS GUARANTEE INDENTURE dated as of May 1, 2013; AMONG: BROOKFIELD RENEWABLE ENERGY PARTNERS L.P., an exempted limited partnership formed under the laws of Bermuda, (hereinafter referred to as “BREP”),Guarantee • May 17th, 2013 • Brookfield Renewable Energy Partners L.P. • Electric services • Ontario
WHEREAS pursuant to the terms of this guarantee indenture (the “Guarantee”) the Guarantors have agreed to guarantee in favour of the Holders (as defined below) the payment of the Series 6 Share Obligations (as defined below), pursuant to the terms of the Series 6 Shares (as defined below);
SECOND AMENDMENT TO THE FIFTH AMENDED AND RESTATED MASTER SERVICES AGREEMENTMaster Services Agreement • March 1st, 2024 • Brookfield Renewable Partners L.P. • Electric services • Ontario
THIS AMENDMENT (this “Amendment”) to the Fifth Amended and Restated Master Services Agreement dated as of May 5, 2023 among Brookfield Corporation, Brookfield Renewable Partners L.P. and the other parties thereto (the “Agreement”) is made as of the 25th day of January, 2024, with an effective date of 16th day of November, 2023. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.
FIRST AMENDMENT TO THE FIFTH AMENDED AND RESTATED MASTER SERVICES AGREEMENTMaster Services Agreement • March 1st, 2024 • Brookfield Renewable Partners L.P. • Electric services • Ontario
THIS AMENDMENT (this “Amendment”) to the Fifth Amended and Restated Master Services Agreement dated as of May 5, 2023 among Brookfield Corporation (“Brookfield”), Brookfield Renewable Partners L.P. and the other parties thereto (the “Agreement”) is made as of this 16th day of August, 2023. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.
