0001603145-14-000025 Sample Contracts

FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NEXTERA ENERGY PARTNERS, LP A Delaware Limited Partnership Dated as of
Limited Partnership Agreement • July 8th, 2014 • NextEra Energy Partners, LP • Electric services • Delaware

THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NEXTERA ENERGY PARTNERS, LP, dated as of July 1, 2014, is entered into by and between NextEra Energy Partners GP, Inc., a Delaware corporation, as the General Partner, and NextEra Energy Equity Partners, LP, a Delaware limited partnership, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:

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FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NEXTERA ENERGY OPERATING PARTNERS, LP
Limited Partnership Agreement • July 8th, 2014 • NextEra Energy Partners, LP • Electric services • Delaware

THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF NEXTERA ENERGY OPERATING PARTNERS, LP dated as of July 1, 2014, is entered into by and between NextEra Energy Operating Partners GP, LLC, a Delaware limited liability company, as the General Partner, NextEra Energy Equity Partners, LP, a Delaware limited partnership, and NextEra Energy Partners, LP, a Delaware limited partnership, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:

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NEXTERA ENERGY PARTNERS, LP REGISTRATION RIGHTS AGREEMENT July 1, 2014
Registration Rights Agreement • July 8th, 2014 • NextEra Energy Partners, LP • Electric services • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of July 1, 2014, by and between NextEra Energy Partners, LP, a Delaware limited partnership (the “Partnership”), and NextEra Energy, Inc., a Florida corporation, (“NextEra”). Except as otherwise specified herein, all capitalized terms in this Agreement are defined in Section 1. This Agreement shall become effective (the “Effective Time”) upon completion of the initial public offering of the Partnership’s common units representing limited partner interests (the “Common Units”).

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MANAGEMENT SERVICES AGREEMENT
Management Services Agreement • July 8th, 2014 • NextEra Energy Partners, LP • Electric services • New York

THIS MANAGEMENT SERVICES AGREEMENT (this “Agreement”) is made as of July 1, 2014, by and among NextEra Energy Partners, LP, a Delaware limited partnership (“NEE Partners”), NextEra Energy Operating Partners GP, LLC, a Delaware limited liability company (“NEE Operating GP”), NextEra Energy Operating Partners, LP, a Delaware limited partnership (“NEE Operating LP” and, together with NEE Partners and NEE Operating GP, the “NEP Parties”), and NextEra Energy Management Partners, LP, a Delaware limited partnership (the “Manager”). This Agreement shall become effective immediately prior to the consummation of the initial public offering of NEE Partners’ common units on the date first above written.

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RIGHT OF FIRST OFFER AGREEMENT
Right of First Offer Agreement • July 8th, 2014 • NextEra Energy Partners, LP • Electric services • Delaware

THIS RIGHT OF FIRST OFFER AGREEMENT (this “Agreement”) is made and entered into as of the 1st day of July, 2014, by and among NEXTERA ENERGY PARTNERS, LP, a Delaware limited partnership (“NEE Partners”), NEXTERA ENERGY OPERATING PARTNERS, LP, a Delaware limited partnership (“NEE Operating LP”), and NEXTERA ENERGY RESOURCES, LLC, a Delaware limited liability company (“NEER”), each a “Party” and, collectively, the “Parties.” This Agreement shall become effective immediately prior to the consummation of the initial public offering of NEE Partners’ common units on the date first above written (the “Effective Time”).

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Contract
Purchase Agreement • July 8th, 2014 • NextEra Energy Partners, LP • Electric services • New York

This PURCHASE Agreement (this “Agreement”), dated as of July 1, 2014, is by and between NextEra Energy Equity Partners, LP, a Delaware limited partnership (the “NEE Equity”), and NextEra Energy Partners, LP, a Delaware limited partnership (the “NEE Partners”).

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CASH SWEEP AND CREDIT SUPPORT AGREEMENT
Cash Sweep and Credit Support Agreement • July 8th, 2014 • NextEra Energy Partners, LP • Electric services • New York

THIS CASH SWEEP AND CREDIT SUPPORT AGREEMENT (this “Agreement”) is made as of July 1, 2014, by and between NextEra Energy Operating Partners, LP, a Delaware limited partnership (“NEE Operating LP”), and NextEra Energy Resources, LLC, a Delaware limited liability company (“NEER”). This Agreement shall become effective immediately prior to the consummation of the initial public offering of NEE Partners’ common units on the date first above written.

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EXCHANGE AGREEMENT BY AND AMONG NEXTERA ENERGY EQUITY PARTNERS, LP NEXTERA ENERGY OPERATING PARTNERS, LP NEXTERA ENERGY PARTNERS GP, INC. and NEXTERA ENERGY PARTNERS, LP Dated as of July 1, 2014
Exchange Agreement • July 8th, 2014 • NextEra Energy Partners, LP • Electric services • New York

EXCHANGE AGREEMENT (the “Agreement”), dated as of July 1, 2014, by and among NextEra Energy Partners, LP, a Delaware limited partnership (“NEE Partners”), NextEra Energy Partners GP, Inc., a Delaware corporation (“NEE Partners GP”), NextEra Energy Operating Partners, LP, a Delaware limited partnership (“NEE Operating LP”) and NextEra Energy Equity Partners, LP, a Delaware limited partnership (“NEE Equity” ).

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Five-Year Revolving Credit and Letter of Credit Facility
Revolving Credit Agreement • July 8th, 2014 • NextEra Energy Partners, LP • Electric services • New York

This REVOLVING CREDIT AGREEMENT dated as of July 1, 2014, is by and between (i) NEXTERA ENERGY CANADA PARTNERS HOLDINGS, ULC, an unlimited liability company organized and existing under the laws of the Province of British Columbia (“Canadian Holdings”) and NEXTERA ENERGY US PARTNERS HOLDINGS, LLC, a Delaware limited liability company (“US Holdings”, and together with Canadian Holdings, the “Borrowers”), (ii) NEXTERA ENERGY OPERATING PARTNERS, LP, a Delaware limited partnership (“OpCo” or, the “Guarantor”) (iii) the lending institutions that are parties hereto as Lenders (as defined below) which as of the date of this Agreement, consist of those Lenders listed on Schedule I, (iv) BANK OF AMERICA, N.A., acting in its capacity as administrative agent and collateral agent for the Lenders (the “Agent”), and (v) BANK OF AMERICA, N.A. (CANADA BRANCH), acting in its capacity as Canadian agent for the Lenders (the “Canadian Agent” and, together with the Agent, the “Agents”) (the Borrower, the G

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UNDERWRITING AGREEMENT
Underwriting Agreement • July 8th, 2014 • NextEra Energy Partners, LP • Electric services • New York

Merrill Lynch, Pierce, Fenner & Smith Incorporated Goldman, Sachs & Co. Morgan Stanley & Co. LLC as Representatives of the several Underwriters to be named in the within‑mentioned Underwriting Agreement

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Contract
Equity Purchase Agreement • July 8th, 2014 • NextEra Energy Partners, LP • Electric services • New York

This EQUITY PURCHASE Agreement (this “Agreement”), dated as of July 1, 2014, is by and between NextEra Energy Operating Partners, LP, a Delaware limited partnership (“NEE Operating LP”), and NextEra Energy Partners, LP, a Delaware limited partnership (“NEE Partners”).

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