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.
THIS GUARANTEE is made as of the 23rd day of November, 2011,Guarantee • June 28th, 2012 • 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:
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”).
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 • June 28th, 2012 • Brookfield Renewable Energy 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 ENERGY L.P. FIRST AMENDMENT TO AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENTLimited Partnership Agreement • June 28th, 2012 • Brookfield Renewable Energy Partners L.P. • Electric services
THIS AMENDMENT (the “Amendment”) to the Amended and Restated Limited Partnership Agreement dated as of November 20, 2011 (the “Agreement”) of Brookfield Renewable Energy L.P. (the “Partnership”) is made as of the 4th day of May 2012, by the undersigned. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 28th, 2012 • Brookfield Renewable Energy Partners L.P. • Electric services • Ontario
WHEREAS, BREP desires to provide the Holders (as defined herein) with the registration rights specified in this Agreement with respect to Registrable Units (as defined herein) on the terms and subject to the conditions set forth herein.
THIS AMENDED AND RESTATED GUARANTEE INDENTURE dated as of November 25, 2011;Guarantee • June 28th, 2012 • Brookfield Renewable Energy Partners L.P. • Electric services • Ontario
WHEREAS Brookfield Renewable Power Fund (the “Fund”), the Corporation and the Security Trustee entered into a guarantee indenture (the “Original Indenture”) dated as of March 3, 2010 pursuant to which the Fund agreed to guarantee in favour of the Holders (as defined below) the payment of the Series 2 Share Obligations (as defined below), pursuant to the terms of the Series 2 Shares (as defined below) in the manner provided for therein;
BRP FINANCE ULC Issuer -and- BNY TRUST COMPANY OF CANADA, Trustee -and- THE BANK OF NEW YORK MELLON, Trustee AMENDED AND RESTATED INDENTURE Dated as of November 23, 2011Indenture • June 28th, 2012 • Brookfield Renewable Energy Partners L.P. • Electric services • New York
WHEREAS Brookfield Renewable Power Inc. (the “Original Issuer”) entered into an indenture (as amended or supplemented prior to the date hereof, the “Original Indenture”) dated as of December 16, 2004, for the purposes of creating and issuing Debentures from time to time in the manner provided for therein;
THIS AMENDED AND RESTATED GUARANTEE INDENTURE dated as of November 25, 2011;Guarantee • June 28th, 2012 • Brookfield Renewable Energy Partners L.P. • Electric services • Ontario
WHEREAS Brookfield Renewable Power Fund (the “Fund”), the Corporation and the Security Trustee entered into a guarantee indenture (the “Original Indenture”) dated as of March 3, 2010 pursuant to which the Fund agreed to guarantee in favour of the Holders (as defined below) the payment of the Series 1 Share Obligations (as defined below), pursuant to the terms of the Series 1 Shares (as defined below) in the manner provided for therein;
BREP HOLDING L.P. - and - BROOKFIELD RENEWABLE ENERGY PARTNERS L.P. AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF BROOKFIELD RENEWABLE ENERGY L.P. November 20, 2011Agreement • June 28th, 2012 • Brookfield Renewable Energy Partners L.P. • Electric services
THIS AGREEMENT is made as of the 20th day of November, 2011 among BREP Holding L.P. (the “General Partner”), an exempted limited partnership existing under the laws of Bermuda, as the General Partner, and BROOKFIELD RENEWABLE ENERGY PARTNERS L.P. (the “Initial Limited Partner” or “BREP”), an exempted limited partnership existing under the laws of Bermuda, as a limited partner;
