Brookfield Renewable Corp Sample Contracts

SUBORDINATE CREDIT AGREEMENT between BEP SUBCO INC. as Borrower and BROOKFIELD BRP HOLDINGS (CANADA) INC. as Lender Effective as of July 30, 2020
Credit Agreement • August 3rd, 2020 • Brookfield Renewable Corp • Electric services • Ontario

THIS CREDIT AGREEMENT is effective as of July 30, 2020 and is entered into between BEP Subco Inc., as the initial Borrower, such Persons as become Borrowers hereunder from time to time, and Brookfield BRP Holdings (Canada) Inc., as the Lender(s).

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THIS GUARANTEE INDENTURE dated as of July 29, 2020;
Guarantee • August 3rd, 2020 • Brookfield Renewable Corp • 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);

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Brookfield BRP Holdings (Canada) Inc. $260,000,000 4.875% Perpetual Subordinated Notes Underwriting Agreement
Brookfield Renewable Corp • December 9th, 2021 • 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 second supplemental indenture, to be dated as of December 9, 2021 (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), by and among the Company, the Guarantors, and Computershare Trust Company, N.A., as trustee (in such capacity, the “Trustee”).

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EQUITY COMMITMENT AGREEMENT
Equity Commitment Agreement • August 3rd, 2020 • Brookfield Renewable Corp • 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:

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THIS GUARANTEE INDENTURE dated as of July 29, 2020;
Guarantee • August 3rd, 2020 • Brookfield Renewable Corp • 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);

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38569624.3 - ii- 3.13 Money Laundering Laws.................................... ..................................................31 3.14 Office of Foreign Assets Control................................................................. .........31...
Credit Agreement • March 1st, 2024 • Brookfield Renewable Corp • Electric services • Ontario
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BROOKFIELD RENEWABLE PARTNERS L.P. FIRST AMENDMENT TO THE THIRD AMENDED AND RESTATED MASTER SERVICES AGREEMENT
Master Services Agreement • August 3rd, 2020 • Brookfield Renewable Corp • 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.

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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 Corp • 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:

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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 Corp • Electric services • Ontario

BROOKFIELD RENEWABLE ENERGY GROUP LLC, (the “US Manager”), a limited liability company existing under the laws of the State of Delaware

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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 Second Supplemental Indenture Dated as...
Brookfield Renewable Corp • December 9th, 2021 • Electric services • New York

THIS SECOND SUPPLEMENTAL INDENTURE, dated as of December 9, 2021 (this “Second 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, Brookfield Renewable Investments Limited (“InvestCo”), a Bermuda exempted company, BEP Subco Inc.. a corporation organized under the laws of Ontario, Canada (“Canada SubCo”, and together with BREL

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RIGHTS AGREEMENT
Rights Agreement • August 3rd, 2020 • Brookfield Renewable Corp • Electric services • Delaware

This Rights Agreement (this “Agreement”) is dated as of July 30, 2020 between Brookfield Asset Management Inc., a corporation organized under the laws of Ontario, Canada (“BAM”), and Wilmington Trust, National Association (the “Rights Agent”).

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GUARANTEE
Guarantee • August 12th, 2021 • Brookfield Renewable Corp • 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:

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 3rd, 2020 • Brookfield Renewable Corp • 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.

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BROOKFIELD RENEWABLE PARTNERS L.P. SECOND AMENDMENT TO THE THIRD AMENDED AND RESTATED MASTER SERVICES AGREEMENT
Master Services Agreement • March 1st, 2022 • Brookfield Renewable Corp • 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.

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THIRD AMENDMENT TO RELATIONSHIP AGREEMENT
Relationship Agreement • February 8th, 2021 • Brookfield Renewable Corp • Electric services • Ontario

BROOKFIELD ASSET MANAGEMENT PRIVATE INSTITUTIONAL CAPITAL ADVISER (CANADA), L.P., a limited partnership existing under the laws of the Province of Manitoba

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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, 2021
Brookfield BRP • April 15th, 2021 • Brookfield Renewable Corp • 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,

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FIFTH AMENDMENT TO RELATIONSHIP AGREEMENT
Relationship Agreement • August 5th, 2022 • Brookfield Renewable Corp • Electric services • Ontario

BROOKFIELD ASSET MANAGEMENT PRIVATE INSTITUTIONAL CAPITAL ADVISER (CANADA), L.P., a limited partnership existing under the laws of the Province of Manitoba

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FIRST AMENDMENT TO THE FIFTH AMENDED AND RESTATED MASTER SERVICES AGREEMENT
Master Services Agreement • March 1st, 2024 • Brookfield Renewable Corp • 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.

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SECOND AMENDMENT TO THE FIFTH AMENDED AND RESTATED MASTER SERVICES AGREEMENT
Master Services Agreement • March 1st, 2024 • Brookfield Renewable Corp • 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.

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SUBORDINATE CREDIT AGREEMENT between BROOKFIELD BRP HOLDINGS (CANADA) INC. as Borrower and BEP SUBCO INC. as Lender Effective as of July 30, 2020
Credit Agreement • August 3rd, 2020 • Brookfield Renewable Corp • Electric services • Ontario

THIS CREDIT AGREEMENT is effective as of July 30, 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).

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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 First Supplemental Indenture Dated as...
Brookfield BRP • April 15th, 2021 • Brookfield Renewable Corp • Electric services • New York

THIS FIRST SUPPLEMENTAL INDENTURE, dated as of April 15, 2021 (this “First 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, Brookfield Renewable Investments Limited (“InvestCo”), a Bermuda exempted company, BEP Subco Inc.. a corporation organized under the laws of Ontario, Canada (“Canada SubCo”, and together with BRELP, L

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BROOKFIELD CORPORATION - and - BROOKFIELD RENEWABLE PARTNERS L.P. - and - BROOKFIELD RENEWABLE ENERGY L.P. - and - BROOKFIELD ASSET MANAGEMENT PRIVATE INSTITUTIONAL CAPITAL ADVISER (CANADA), L.P. - and - BROOKFIELD CANADA RENEWABLE MANAGER LP - and -...
Master Services Agreement • June 2nd, 2023 • Brookfield Renewable Corp • Electric services • Ontario

BROOKFIELD CORPORATION (formerly Brookfield Asset Management Inc.) (“Brookfield”), a corporation existing under the laws of the Province of Ontario

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FOURTH AMENDMENT TO RELATIONSHIP AGREEMENT
Relationship Agreement • November 5th, 2021 • Brookfield Renewable Corp • Electric services • Ontario

BROOKFIELD ASSET MANAGEMENT PRIVATE INSTITUTIONAL CAPITAL ADVISER (CANADA), L.P., a limited partnership existing under the laws of the Province of Manitoba

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