Fourth Amendment to the Relationship Agreement among Brookfield Asset Management Inc., Brookfield Renewable Partners L.P. and the other parties thereto, dated November 4, 2021 - Form 6-K

FOURTH AMENDMENT TO RELATIONSHIP AGREEMENT

THIS AMENDING AGREEMENT is made as of the 4^th day of November, 2021 (this "Fourth Amendment Agreement")

AMONG:

BROOKFIELD ASSET MANAGEMENT INC., a corporation existing under the laws of the Province of Ontario

("BAM")

-and-

BRP ENERGY GROUP L.P., a limited partnership existing under the laws of the Province of Manitoba

(the "Canadian Service Provider")

-and-

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

(the "Canadian Service Provider II")

-and-

BROOKFIELD CANADA RENEWABLE MANAGER LP, a limited partnership existing under the laws of the Province of Ontario

(the "Canadian Service Provider III")

-and-

BROOKFIELD RENEWABLE ENERGY GROUP (BERMUDA) LIMITED, an exempted company existing under the laws of Bermuda

(the "International Service Provider")

-and-

BROOKFIELD GLOBAL RENEWABLE ENERGY ADVISOR LIMITED, a company existing under the laws of England

(the "UK Service Provider")

-and-

BROOKFIELD PRIVATE CAPITAL (DIFC) LIMITED, a private company existing under the laws of Dubai International Financial Centre

(the "Dubai Service Provider")

-and-

BROOKFIELD RENEWABLE ENERGY GROUP LLC, a limited liability company existing under the laws of the State of Delaware

(the "US Service Provider")

-and-

BROOKFIELD RENEWABLE PARTNERS L.P. (formerly Brookfield Renewable Energy Partners L.P.), an exempted partnership existing under the laws of Bermuda

("BEP")

-and-

BROOKFIELD RENEWABLE ENERGY L.P., an exempted partnership existing under the laws of Bermuda

("BRELP")

-and-

BROOKFIELD BRP HOLDINGS (CANADA) INC., a corporation existing under the laws of the Province of Ontario

("CanHoldco")

-and-

BRP BERMUDA HOLDINGS I LIMITED, an exempted company existing under the laws of Bermuda

("Bermuda Holdco")

-and-

BROOKFIELD BRP EUROPE HOLDINGS (BERMUDA) LIMITED, an exempted company existing under the laws of Bermuda

("Europe Holdco")

-and-

BROOKFIELD RENEWABLE INVESTMENTS LIMITED, an exempted company existing under the laws of Bermuda

("Investco")

WHEREAS BAM, the Canadian Service Provider, the International Service Provider, BEP, BRELP, CanHoldco and Bermuda Holdco (together, the "Original Parties") entered into a relationship agreement dated November 28, 2011 (the "Original Relationship Agreement");

AND WHEREAS the Original Parties, and the Canadian Service Provider II, the UK Service Provider, Europe Holdco and Investco (collectively, the "Additional Parties") entered into an amending agreement to the Relationship Agreement dated February 26, 2015 (the "First Amendment");

AND WHEREAS the Original Parties, the Additional Parties and the Dubai Service Provider entered into a second amendment to the Relationship Agreement dated July 30, 2020 (the "Second Amendment");

AND WHEREAS the Original Parties, the Additional Parties, the Dubai Service Provider and the Canadian Service Provider III (collectively, the "Parties") entered into a third amendment to the Relationship Agreement dated February 3, 2021 (the "Third Amendment", and together with the Original Relationship Agreement, the First Amendment, and the Second Amendment, the "Relationship Agreement");

AND WHEREAS the Parties wish to amend the Relationship Agreement to reflect the addition of the US Service Provider as a party thereto effective as of the date hereof;

NOW THEREFORE for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties hereto, the Parties hereto hereby agree as follows:

1.1	Addition of the US Service Provider. The Parties hereby agree to amend the terms of the Relationship Agreement by:

1.1.1

deleting the definition of "Managers" in Section 1.1.25 in its entirety and replacing it with the following:

""Managers" means the Canadian Service Provider, the Canadian Service Provider II, the Canadian Service Provider III, the International Service Provider, the UK Service Provider, the Dubai Service Provider and the US Service Provider"

1.1.2

adding the following provision after Section 6.4.13:

"6.4.14 if to the US Service Provider:

Brookfield Renewable Energy Group LLC

250 Vesey Street, 15^th Floor

New York, NY

10281-1023"

1.2	Effectiveness. This Fourth Amendment Agreement shall be effective as of the date first written above.

1.3	Ratification. Except as amended hereby, the Relationship Agreement and all of its terms, conditions and obligations are ratified and confirmed.

1.4	Enurement. This Fourth Amendment Agreement and all of the provisions of this Fourth Amendment Agreement shall be binding upon and enure to the benefit of the Parties and their respective successors and permitted assigns.

1.5	Headings. The inclusion of headings in this Fourth Amendment Agreement are for convenience of reference only and shall not affect the construction or interpretation hereof.

1.6	Governing Law. This Fourth Amendment Agreement will be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.

1.7	Counterparts. This Fourth Amendment Agreement may be signed in counterparts and each of such counterparts will constitute an original document and such counterparts, taken together, will constitute one and the same instrument.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties hereto have caused this Fourth Amendment Agreement to be executed as of the date first above written.

	BROOKFIELD ASSET MANAGEMENT INC.
	By:	/s/ Kathy Sarpash
		Name: Kathy Sarpash
		Title: Senior Vice President
	BRP ENERGY GROUP L.P., by its general partner, BROOKFIELD RENEWABLE ENERGY GROUP G.P. INC.
	By:	/s/ William Fyfe
		Name: William Fyfe
		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/ Kathy Sarpash
		Name: Kathy Sarpash
		Title: Senior Vice President
	BROOKFIELD CANADA RENEWABLE MANAGER LP, by its general partner, 1812380 ONTARIO LIMITED
	By:	/s/ William Fyfe
		Name: William Fyfe
		Title: Senior Vice President

	BROOKFIELD RENEWABLE ENERGY GROUP (BERMUDA) LIMITED
	By:	/s/ James Bodi
		Name: James Bodi
		Title: Director
	BROOKFIELD GLOBAL RENEWABLE ENERGY ADVISOR LIMITED
	By:	/s/ Philippa Elder
		Name: Philippa Elder
		Title: Director
	BROOKFIELD PRIVATE CAPITAL (DIFC) LIMITED
	By:	/s/ Anuj Ranjan
		Name: Anuj Ranjan
		Title: Director
	BROOKFIELD RENEWABLE ENERGY GROUP LLC
	By:	/s/ Adrienne Moore
		Name: Adrienne Moore
		Title: Senior Vice President and Secretary
	By:	/s/ William Fyfe
		Name: William Fyfe
		Title: Senior Vice President

	BROOKFIELD RENEWABLE PARTNERS L.P., by its general partner, BROOKFIELD RENEWABLE PARTNERS LIMITED
	By:	/s/ James Bodi
		Name: James Bodi
		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/ James Bodi
		Name: James Bodi
		Title: Vice President
	BROOKFIELD BRP HOLDINGS (CANADA) INC.
	By:	/s/ William Fyfe
		Name: William Fyfe
		Title: Senior Vice President
	BRP BERMUDA HOLDINGS I LIMITED
	By:	/s/ James Bodi
		Name: James Bodi
		Title: Vice President

	BROOKFIELD BRP EUROPE HOLDINGS (BERMUDA) LIMITED
	By:	/s/ James Bodi
		Name: James Bodi
		Title: Vice President
	BROOKFIELD RENEWABLE INVESTMENTS LIMITED
	By:	/s/ James Bodi
		Name: James Bodi
		Title: Vice President