BROOKFIELD RENEWABLE PARTNERS L.P. SECOND AMENDMENT TO THE THIRD AMENDED AND RESTATED MASTER SERVICES AGREEMENT
Exhibit 4.3
BROOKFIELD RENEWABLE PARTNERS L.P.
SECOND AMENDMENT TO THE
THIRD AMENDED AND RESTATED MASTER SERVICES AGREEMENT
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.
WHEREAS the Parties desire to amend the Agreement to make certain amendments to the terms and conditions of the Agreement as set out herein;
NOW THEREFORE,
1.Amendments to Article 5
Article 5 is hereby amended by adding the following provision after Section 5.1:
5.2 Compensation Charges
5.2.1 The parties acknowledge and agree that, at the request of BEP, it may be desirable for employees and other personnel of any member of the BEP Group to receive long-term incentive compensation pursuant to one or more programs or other arrangements offered by any member of the Brookfield Group. In these cases, all or a portion of such long-term incentive compensation (including cash, options or other security-based compensation) paid or payable by the Brookfield Group to such employees or other personnel of the BEP Group shall be allocated to the applicable member of the BEP Group (a “Compensation Charge”).
5.2.2 The amount of any Compensation Charge allocated to a member of the BEP Group shall be reported to the Nominating and Governance Committee of the Managing General Partner on an annual basis.
2. Effective Date
This Amendment shall be effective upon the date first written above.
3. 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.
4. 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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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.
BROOKFIELD ASSET MANAGEMENT INC.
By: /s/ Xxxxx Xxxxxxx_____________________
Name: Xxxxx Xxxxxxx
Title: Senior Vice President
BROOKFIELD RENEWABLE PARTNERS L.P., by its general partner, BROOKFIELD RENEWABLE PARTNERS LIMITED
By: /s/ Xxxx Xxxxxx________________________
Name: Xxxx Xxxxxx
Title: Secretary
BROOKFIELD RENEWABLE ENERGY L.P., by its general partner, BREP HOLDING L.P., by its general partner, BRP BERMUDA GP LIMITED
By: /s/ Xxxx Xxxxxx________________________
Name: Xxxx Xxxxxx
Title: Secretary
BRP ENERGY GROUP L.P., by its general partner, BROOKFIELD RENEWABLE ENERGY GROUP G.P. INC.
By: /s/ Xxxxxxx Xxxx______________________
Name: Xxxxxxx Xxxx
Title: Senior Vice President
BROOKFIELD ASSET MANAGEMENT PRIVATE INSTITUTIONAL CAPITAL ADVISER (CANADA), L.P., by its general partner, BROOKFIELD PRIVATE FUNDS HOLDINGS INC.
By: /s/ Xxxxx Xxxxxxx_____________________
Name: Xxxxx Xxxxxxx
Title: Senior Vice President
BROOKFIELD RENEWABLE ENERGY GROUP (BERMUDA) LIMITED
By: /s/ Xxxx Xxxxxx________________________
Name: Xxxx Xxxxxx
Title: Secretary
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, 1812380 ONTARIO LIMITED
By: /s/ Xxxxxxx Xxxx______________________
Name: Xxxxxxx Xxxx
Title: Senior Vice President
BROOKFIELD RENEWABLE ENERGY GROUP LLC
By: /s/ Xxxxxxxx Xxxxx____________________
Name: Xxxxxxxx Xxxxx
Title: Senior Vice President and Secretary
By: /s/ Xxxxxxx Xxxx______________________
Name: Xxxxxxx Xxxx
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/ Xxxx Xxxxxx________________________
Name: Xxxx Xxxxxx
Title: Secretary
BROOKFIELD BRP EUROPE HOLDINGS (BERMUDA) LIMITED
By: /s/ Xxxx Xxxxxx________________________
Name: Xxxx Xxxxxx
Title: Secretary
BROOKFIELD RENEWABLE INVESTMENTS LIMITED
By: /s/ Xxxx Xxxxxx________________________
Name: Xxxx Xxxxxx
Title: Secretary
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
BROOKFIELD RENEWABLE CORPORATION
By: /s/ Xxxxxxxx Xxxxx_____________________
Name: Xxxxxxxx Xxxxx
Title: General Counsel and Corporate Secretary
BROOKFIELD BRP CANADA CORP.
By: /s/ Xxxxxxx Xxxxxxxx___________________ Name: Xxxxxxx Xxxxxxxx
Title: Vice President
By: /s/ Xxxxxx Xx Xxxxxx___________________
Name: Xxxxxx Xx Xxxxxx
Title: Senior Vice President, General Counsel & Secretary
BROOKFIELD BRP HOLDINGS (US) INC.
By: /s/ Xxxxxxx Xxxxxxx____________________
Name: Xxxxxxx Xxxxxxx
Title: Chief Financial Officer & Treasurer
By: /s/ Xxxxx Xxxxxxx_____________________
Name: Xxxxx Xxxxxxx
Title: Senior Vice President, General Counsel & Secretary
