SECOND AMENDMENT TO THE FIFTH AMENDED AND RESTATED MASTER SERVICES AGREEMENT
Exhibit 4.5
SECOND AMENDMENT TO THE FIFTH AMENDED AND RESTATED MASTER SERVICES AGREEMENT
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.
WHEREAS the parties desire to amend the Agreement to reflect the removal of Brookfield Renewable Investments Limited (“Investco”) as a Holding Entity and the addition of Brookfield Power US Asset Management LLC (“BPAM”) as a Holding Entity as set out herein;
NOW THEREFORE,
1. Removal of Investco and Addition of BPAM in Schedule A
Schedule A of the Agreement is hereby amended by removing Investco and adding BPAM as a Holding Entity to execute the Agreement. BPAM hereby acknowledges and agrees to be bound by the terms of the Agreement.
2. Governing Law
This Amendment shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
3. General
(a) Except as modified herein, all terms and conditions of the Agreement shall remain in full force and effect.
(b) This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall be construed together as one agreement.
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Exhibit 4.5
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.
BROOKFIELD CORPORATION
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Managing Director, Legal & Regulatory
BROOKFIELD RENEWABLE PARTNERS L.P., by its general partner, BROOKFIELD RENEWABLE PARTNERS LIMITED
By: /s/ Xxxxx Xxxx
Name: Xxxxx Xxxx
Title: Vice President
BROOKFIELD RENEWABLE ENERGY L.P., by its general partner, BREP HOLDING L.P., by its general partner, BRP BERMUDA GP LIMITED
By: /s/ Xxxxx Xxxx
Name: Xxxxx Xxxx
Title: Vice President
BROOKFIELD ASSET MANAGEMENT PRIVATE INSTITUTIONAL CAPITAL ADVISER (CANADA), L.P., by its general partner, BROOKFIELD INFRASTRUCTURE GP ULC
By: /s/ Xxxx Xxxxx
Name: Xxxx Xxxxx
Title: Senior Vice President
BROOKFIELD GLOBAL RENEWABLE ENERGY ADVISOR LIMITED
By: /s/ Xxxxxxxx Xxxxx
Name: Xxxxxxxx Xxxxx
Title: Director
BROOKFIELD PRIVATE CAPITAL (DIFC) LIMITED
By: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: Director
BROOKFIELD CANADA RENEWABLE MANAGER LP, by its general partner, 1388435 B.C. UNLIMITED LIABILITY COMPANY
By: /s/ Xxxxxxxx Xxxxx
Name: Xxxxxxxx Xxxx
Title: General Counsel and Corporate Secretary
Exhibit 4.5
BROOKFIELD RENEWABLE ENERGY GROUP LLC
By: /s/ Xxxxxxxx Xxxxxxx
Name: Xxxxxxxx Xxxxxxx
Title: Senior Vice President
BROOKFIELD BRP HOLDINGS (CANADA) INC.
By: /s/ Xxxxxxxx Xxxxx
Name: Xxxxxxxx Xxxxx
Title: General Counsel and Corporate Secretary
BRP BERMUDA HOLDINGS I LIMITED
By: /s/ Xxxxx Xxxx
Name: Xxxxx Xxxx
Title: Vice President
BROOKFIELD BRP CANADA CORP.
By: /s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: Chief Financial Officer
By: /s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Director, Legal & Assistant Secretary
BROOKFIELD BRP HOLDINGS (US) INC.
By: /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Chief Financial Officer & Treasurer
BROOKFIELD BRP EUROPE HOLDINGS (BERMUDA) LIMITED
By: /s/ Xxxxx Xxxx
Name: Xxxxx Xxxx
Title: Vice President
BROOKFIELD RENEWABLE POWER PREFERRED EQUITY INC.
By: /s/ Xxxxxxxx Xxxxx
Name: Xxxxxxxx Xxxxx
Title: General Counsel and Corporate Secretary
BROOKFIELD RENEWABLE PARTNERS ULC
By: /s/ Xxxxxxxx Xxxxx
Name: Xxxxxxxx Xxxxx
Title: General Counsel and Corporate Secretary
Exhibit 4.5
BROOKFIELD POWER US ASSET MANAGEMENT LLC
By: /s/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Chief Financial Officer & Treasurer
Address for Notice:
Brookfield Power US Asset Management LLC
000 Xxxxxxx Xxxxxx
14th Floor
New York, NY 10281
Attention: General Counsel
