Exhibit
4.19


 


GUARANTEE, DATED OCTOBER 7, 2014, BY BROOKFIELD BRP
EUROPE HOLDINGS (BERMUDA) LIMITED AND BNY TRUST COMPANY OF CANADA. 






 


GUARANTEE


THIS GUARANTEE is made as of the 7th day of October, 2014,


BY:                                                      BROOKFIELD BRP EUROPE HOLDINGS (Bermuda) Limited, a
company incorporated under the laws of Bermuda 


(the “Guarantor” or the “Corporation”) 


 


IN FAVOUR OF:                              BNY
TRUST COMPANY OF CANADA,
a trust company existing under the laws of Canada


(the “Trustee”) 


RECITALS:


A.               
The Borrower (as defined below), The Bank of New York Mellon and
the Trustee have entered into an amended and restated trust indenture dated as
of November 23, 2011 (as amended, extended, restated, supplemented or otherwise
modified from time to time, the “Indenture”), providing for the issuance
of Debentures as therein described.


B.                
Brookfield Renewable Energy Partners L.P., Brookfield Renewable Energy
L.P. (“BRELP”), Brookfield BRP Holdings (Canada) Inc. and BRP Bermuda
Holdings I Limited (collectively, the “Existing Guarantors”) have each
unconditionally, jointly and severally, guaranteed the due payment of all
Guaranteed Obligations (as defined below) pursuant to guarantees in favour of
the Trustee dated as of November
23, 2011 (collectively, the “Original Guarantee”). 


C.                
The Guarantor is a direct wholly-owned material subsidiary of BRELP and
it is the current intent of BRELP that each of its direct wholly-owned material
subsidiaries guarantees the Guaranteed Obligations, on a joint and several
basis.


D.               
The Guarantor will, directly or indirectly, benefit from the issuance of
Debentures under the Indenture from time to time and, accordingly, desires to
execute this Guarantee.


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:






- 1 - 












 





Article 1

INTERPRETATION


1.1                                     
Definitions 


In this Agreement, all
capitalized terms used and not defined in this Agreement will have the meanings
given to such terms in the Indenture.  In addition, the following terms will
have the following meanings:


1.1.1            
“Additional Guarantor” means a “Guarantor” as that term is
defined in the Indenture, other than the Guarantor under this Agreement;


1.1.2            
“this Agreement”, “this Guarantee”, “herein”, “hereof”,
“hereby”, “hereunder”  and any similar expressions refer to this
Guarantee as it may be supplemented, amended or restated from time to time, and
not to any particular Article, section or other portion hereof;


1.1.3            
“Borrower”  means Brookfield Renewable Energy Partners ULC
(formerly BRP Finance ULC) a corporation incorporated under the laws of Alberta,
and its successors;


1.1.4            
“Event of Default” means the occurrence of any of the following:


(a)               
any Event of Default under the Indenture;


(b)              
failure on the part of the Guarantor to perform or comply with Section 5.6 of this Agreement;


(c)               
failure on the part of the Guarantor to perform any other covenant or
agreement of the Guarantor under this Agreement for the benefit of the
Debentureholders, which failure continues for 60 days after written notice
thereof is given to the Guarantor by the Trustee or Holders of at least 25% in
aggregate principal amount of outstanding Debentures; or


(d)              
failure on the part of the Guarantor to make payment of any amounts
payable by it under this Agreement;


1.1.5            
“Guaranteed Obligations” means the principal of, premium, if any,
and interest on all Debentures issued by the Borrower under the Indenture from
time to time when and as the same shall become due and payable, whether at
maturity, upon redemption, acceleration or otherwise, and all other obligations
and liabilities owing by the Borrower to the Trustee under the Indenture,
whether present or future, absolute or contingent, liquidated or unliquidated,
as principal or as surety, alone or with others, of whatsoever nature or kind,
in any currency, under or in respect of the Indenture;


1.1.6            
“Guarantor Counsel” means legal counsel retained by the Guarantor;






- 2 - 












 





1.1.7            
“Officers’ Certificate” means a certificate of the Guarantor
signed by any two officers of the Guarantor in their capacities as officers and
not in their personal capacities; and


1.1.8            
“Proceedings”  means any receivership, insolvency, proposal,
bankruptcy, compromise, arrangement, winding-up, dissolution or other similar
judicial proceedings.


1.2                                     
Headings 


The inclusion of
headings in this Agreement is for convenience of reference only and shall not
affect the construction or interpretation hereof.


1.3                                     
References to Articles and Sections


Whenever in this
Agreement a particular Article, section or other portion thereof is referred
to, such reference pertains to the Article, section or portion thereof
contained herein unless otherwise indicated.


1.4                                     
Currency 


All amounts in this
Agreement are stated and shall be paid in Canadian currency.


1.5                                     
Gender and Number


In this Agreement,
unless the context otherwise requires, words importing the singular include the
plural and vice versa, words importing gender include all genders or the
neuter, and words importing the neuter include all genders.


1.6                                     
Invalidity of Provisions


Each of the provisions
contained in this Agreement is distinct and severable and a declaration of
invalidity or unenforceability of any such provision or part thereof by a court
of competent jurisdiction shall not affect the validity or enforceability of
any other provision hereof.  To the extent permitted by applicable law, the
parties waive any provision of law which renders any provision of this
Agreement invalid or unenforceable in any respect.


1.7                                     
Entire Agreement


This Agreement
constitutes the entire agreement between the parties pertaining to the subject
matter of this Agreement.


1.8                                     
Governing Law, Attornment


This Agreement shall be
governed by and construed in accordance with the laws of the Province of
Ontario and the laws of Canada applicable therein and the Guarantor hereby
irrevocably attorns to the jurisdiction of the courts of Ontario.






- 3 - 












 





Article 2

GUARANTEE


2.1                                     
Guarantee 


The Guarantor
unconditionally guarantees the due payment of all Guaranteed Obligations.


2.2                                     
Continuing Guarantee


The guarantee herein
shall be a continuing guarantee of the payment of all the Guaranteed
Obligations and shall apply to and secure any ultimate balance thereof due or
remaining unpaid.  The guarantee herein shall not be considered as wholly or
partially satisfied by the intermediate payment or satisfaction at any time of
all or any part of the Guaranteed Obligations.


Article 3

ENFORCEMENT of GUARANTEE


3.1                                     
Demand 


Upon the occurrence of
an Event of Default, the Guarantor shall, on demand by the Trustee, forthwith
pay to the Trustee all Guaranteed Obligations for which such demand was made.


3.2                                     
Right to Immediate Payment or Performance


The Trustee shall not
be bound to make any demand on or to seek or exhaust its recourse against the
Borrower or any other Person before being entitled to demand payment from the
Guarantor and enforce its rights under this Agreement, and the Guarantor hereby
renounces all benefits of discussion and division.


3.3                                     
Trustee’s Statement


The statement in
writing of the Trustee as to the amount payable hereunder shall be binding upon
the Guarantor and conclusive against it in the absence of manifest error.


Article 4

PROTECTION OF TRUSTEE


4.1                                     
Liability Absolute


The liability of the
Guarantor hereunder shall be absolute and unconditional and shall not be
discharged, diminished or in any way affected by:


4.1.1            
any amalgamation, merger, consolidation or reorganization of the
Borrower, the Guarantor or the Trustee, or any continuation of the Borrower,
the Guarantor or the Trustee 




- 4 - 












 





from the statute under
which it now or hereafter exists to another statute, whether under the laws of
the same jurisdiction or another jurisdiction;


4.1.2            
any change in the name, business, objects, capital structure, ownership,
constating documents, by-laws or resolutions of the Borrower, the Guarantor or
the Trustee, including without limitation any transaction (whether by way of
transfer, sale or otherwise) whereby all or any part of the undertaking, property
and assets of the Borrower, the Guarantor or the Trustee becomes the property
of any other Person;


4.1.3            
any Proceedings of or affecting the Borrower, the Guarantor, the Trustee
or any other Person, and any court orders made or action taken by the Borrower,
the Guarantor, the Trustee or any other Person under or in connection with
those Proceedings, whether or not those Proceedings or orders or that action
results in any of the matters described in Section 4.2 occurring with or without the consent of the Trustee;


4.1.4            
any defence, counterclaim or right of set-off available to the Borrower;
and


4.1.5            
any other circumstance which might otherwise constitute in whole or in
part a defence available to, or a discharge of, the Guarantor, the Borrower or
any other Person in respect of the Guaranteed Obligations or the liability of
the Guarantor.


4.2                                     
Dealings by Trustee


The Trustee may from
time to time in its absolute discretion, without discharging, diminishing or in
any way affecting the liability of the Guarantor hereunder:


4.2.1            
enforce or take action under or abstain from enforcing or taking action
under the Indenture, any other guarantee or any other agreement;


4.2.2            
renew all or any part of the Guaranteed Obligations or grant extensions
of time or any other indulgences to the Borrower or to any other guarantor or
other Person liable directly or as surety for all or any part of the Guaranteed
Obligations;


4.2.3            
accept or make any compositions or arrangements with or release,
discharge or otherwise deal with or abstain from dealing with the Borrower or
any other guarantor or other Person liable directly or as surety for all or any
part of the Guaranteed Obligations;


4.2.4            
in whole or in part prove or abstain from proving a claim of the Trustee
in any Proceedings of or affecting the Borrower or any other Person; and


4.2.5            
agree with the Borrower, any other guarantor or any other Person to do
anything described in Sections 4.2.1 to 4.2.4,


whether or not any of the matters described above occur
alone or in connection with one or more other such matters.







- 5 - 












 





Article 5

covenants of the GUARANTOR


5.1                                     
Limitations on Indebtedness


The Guarantor will not,
and will not permit any of its Subsidiaries to, directly or indirectly, issue,
incur, assume or otherwise become liable for or in respect of any Funded
Indebtedness unless, after giving effect thereto, the Funded Indebtedness of
BREP, calculated on a consolidated basis, would not exceed 75% of Total
Consolidated Capitalization.


5.2                                     
Limitation on Liens


The Guarantor will not
create or permit to exist any lien on any present or future assets of the
Guarantor to secure any borrowed money, or permit any of its Subsidiaries to
create or permit to exist any lien on any present or future assets of such
Subsidiary to secure any borrowed money, unless at the same time the Guaranteed
Obligations are secured equally and ratably with such borrowed money, provided
that this shall not apply to liens existing on the date hereof or Permitted
Encumbrances.  Upon being advised by the Guarantor in writing in an Officers’
Certificate that security has been provided for the Guaranteed Obligations on
an equal and ratable basis in connection with the grant to a third party of
security for borrowed money and subsequently that such security to the third
party has been released, the Trustee will forthwith release the security
granted for the Guaranteed Obligations.


5.3                                     
Limitation on Sale and Leaseback Transactions


The Guarantor will not,
and will not permit any of its Subsidiaries to, enter into any Sale and
Leaseback Transaction unless:


(a)               
the Sale and Leaseback Transaction is entered into prior to,
concurrently with, or within 180 days after the acquisition, the completion of
construction (including any improvements on an existing property) or the
commencement of commercial operations of the relevant property, and the
Guarantor or such Subsidiary applies within 60 days after the sale an amount
equal to the net proceeds of the sale (i) to the repayment of Indebtedness
which is pari passu to the Guaranteed Obligations, (ii) to the
redemption of the Debentures, or (iii) to the reinvestment in its core business
or the core business of the Borrower, an Additional Guarantor and/or any
Subsidiary of the Borrower or any Additional Guarantor; or


(b)              
the Guarantor or the Subsidiary could otherwise grant a security
interest on the property as a Permitted Encumbrance.


5.4                                     
Limitation on Distributions


The Guarantor may not,
and may not permit any of its Subsidiaries, to suffer to exist any encumbrance
or restriction on the ability of any Subsidiary of the Guarantor: (i) to pay,
directly or indirectly, dividends permitted by applicable law or make any other
distributions in respect of its Capital Stock or pay any Indebtedness or other
obligation owed to the Guarantor or any other such Subsidiary; (ii) to make
loans or advances to the Guarantor or any other such 




- 6 - 












 





Subsidiary;
or (iii) to transfer any or all of its property or assets to the Guarantor or
any other such Subsidiary. 


Notwithstanding the
foregoing, the Guarantor or any such Subsidiary may suffer to exist any such
encumbrance or restriction (a) pursuant to any agreement in effect on the date
hereof; (b) pursuant to an agreement relating to any Indebtedness incurred by
any such Subsidiary prior to the date on which such Subsidiary was acquired by
the Guarantor and outstanding on such date and not incurred in anticipation of
becoming a Subsidiary of the Guarantor; (c) pursuant to an agreement relating
to any Limited Recourse Indebtedness of the Guarantor or any such Subsidiary; or
(d) pursuant to an agreement effecting a renewal, refunding or extension of
Indebtedness incurred pursuant to an agreement referred to in clauses (a)
through (c) of this paragraph, provided however, that the provisions contained
in such renewal, refunding or extension agreement relating to such encumbrance
or restriction are no more restrictive in any material respect than the
provisions contained in the agreement the subject thereof, as determined in
good faith by the board of directors of the Guarantor.


5.5                                     
Limitations on Debt and Preferred Stock of Subsidiaries


The Guarantor will not
permit any of its Subsidiaries to, directly or indirectly, issue, incur, assume
or otherwise become liable for or in respect of any Indebtedness or issue any
Preferred Stock except:  (a) Inter-Company Indebtedness of such Subsidiary; (b)
Preferred Stock issued to any one or more of the Guarantor, an Additional
Guarantor or any Subsidiary of the Guarantor or an Additional Guarantor; (c)
Limited Recourse Indebtedness of such Subsidiary; (d) Net Swap Exposure of such
Subsidiary; (e) Capital Lease Obligations of such Subsidiary; (f) purchase
money obligations of such Subsidiary; and/or (g) any other Indebtedness or
Preferred Stock of such Subsidiary (in addition to the Indebtedness and
Preferred Stock referred to in paragraphs (a) to (f)) if, after giving effect
to such other Indebtedness or Preferred Stock,  the aggregate consolidated
amount of all Indebtedness and Preferred Stock of BREP that does not constitute
Inter-Company Indebtedness, Preferred Stock issued to the Borrower, a
Guarantor, an Additional Guarantor or any of their Subsidiaries, Limited
Recourse Indebtedness, Net Swap Exposure, Capital Lease Obligations or purchase
money obligations, would not exceed 5% of the Net Worth.  For the purposes of
this covenant, the assignment by the Guarantor to a third party of
Inter-Company Indebtedness owing by a Subsidiary will be considered to be
incurrence of Indebtedness by that Subsidiary.


5.6                                     
Limitations
Concerning Merger, Consolidations and Certain Asset Sales


So long as any
Debentures are outstanding, the Guarantor will not enter into any transaction,
directly or indirectly through a Subsidiary of the Guarantor, whereby all or
substantially all of the undertaking, property and assets of the Guarantor
would become the property of any other Person (any such Person being herein
referred to as a “Successor”), whether by way of reorganization, consolidation,
amalgamation, arrangement, merger, transfer, sale or otherwise, provided that
nothing contained in this Indenture will prevent any such transaction if:


(a)               
the Successor shall have executed, prior to or contemporaneously with
the consummation of any such transaction, an assumption of the obligations of
the 




- 7 - 












 





Guarantor under this Agreement, including the
due and punctual payment of all amounts payable hereunder, and such other
instruments as in the opinion of the Guarantor’s Counsel are necessary or
advisable to evidence the agreement of the Successor to observe and perform all
the covenants and obligations of the Guarantor under this Indenture; 


(b)              
no condition or event shall exist as to the Guarantor or the Successor,
either at the time of or immediately after the consummation of any such
transaction and after giving full effect thereto or immediately after
compliance by the Successor with the provisions of this Section 5.6, which constitutes or would constitute, after the giving of notice or lapse of
time, or both, an Event of Default; and


(c)               
the Guarantor shall have delivered to the Trustee an Opinion of the
Guarantor Counsel and an Officers’ Certificate stating that the conditions
precedent in this Section 5.6 have been satisfied,


provided,
however, the provisions of this Section 5.6 shall not be
applicable to any transaction between or among any one or more of the Borrower,
the Guarantor, an Additional Guarantor and/or any Subsidiary of any of them.   


Whenever the
conditions of this Section 5.6 have been duly
observed and performed, (i) the Person who was a party to this Agreement as
Guarantor immediately prior to the transaction described in Section 5.6 shall be
released and discharged from all liability under this Agreement, (ii)
references to the Guarantor under this Agreement will thereafter refer to the
Successor which has complied with the provisions of this Section 5.6, and (iii) the
Trustee will execute and deliver any documents which it may be advised are necessary,
desirable or advisable for effecting or evidencing such release and discharge.


Article 6

REPRESENTATIONS AND WARRANTIES


6.1                                     
Representations and Warranties


The Guarantor
represents and warrants to the Trustee as follows:


6.1.1            
it is duly created and existing under the laws of its jurisdiction of
formation and has the power and capacity to own its properties and assets and
to carry on its business as presently carried on by it;


6.1.2            
it has the power and capacity to enter into this Agreement and to do all
acts and things as are required or contemplated hereunder to be done, observed
and performed by it;


6.1.3            
it has taken all necessary corporate and, if applicable, partnership
action to authorize the execution, delivery and performance of this Agreement;


6.1.4            
there is no unanimous shareholder agreement which restricts, in whole or
in part, the powers of the directors of the Guarantor to manage or supervise
the business and affairs of the Guarantor;






- 8 - 












 





6.1.5            
the entering into of this Agreement and the performance by the Guarantor
of its obligations hereunder does not and will not contravene, breach or result
in any default under the constating documents of the Guarantor or under any
material mortgage, lease, agreement or other legally binding instrument,
license, permit or law to which the Guarantor is a party or by which the
Guarantor or any of its properties or assets may be bound and will not result
in or permit the acceleration of the maturity of any indebtedness, liability or
obligation of the Guarantor under any material mortgage, lease, agreement or
other legally binding instrument of or affecting the Guarantor; and


6.1.6            
no authorization, consent or approval of, of filing with or notice to,
any Person or governmental body is required in connection with the execution,
delivery or performance of this Agreement by the Guarantor.


Article 7

DEFAULT


7.1                                     
Judgment Against the Guarantor


In case of any judicial
or other proceedings to enforce the rights of the Debentureholders, judgment
may be rendered against the Guarantor in favour of the Debentureholders or in
favour of the Trustee, as trustee for the Debentureholders, for any amount
which may remain due in respect of the Debentures and the interest thereon.


7.2                                     
Immunity of Shareholders, Directors and Officers


The Trustee and the
Holders by their acceptance of the Debentures hereby waive and release
any right, cause of action or remedy now or hereafter existing in any
jurisdiction against any past, present or future incorporator, shareholder,
director, officer or partner of the Guarantor or of any successor thereof for
the payment of the principal of or premium or interest on any of the Debentures
or on any covenant, agreement, representation or warranty by the Guarantor
herein or in the Debentures contained.


7.3                                     
Recourse 


Notwithstanding
anything contained in this Guarantee or the Indenture to the contrary, the
obligations of the Guarantor hereunder will be performed, satisfied and paid
only out of, and enforced only against, and recourse will only be had against,
the assets of the Guarantor. 


Article 8

MISCELLANEOUS


8.1                                     
Incorporation by Reference


The provisions of
Articles 11 (Meetings of Debentureholders), 12 (Notices), 13 (Concerning the
Trustee) and 14 (Supplemental Indentures) of the Trust Indenture shall apply mutatis
mutandis to this Guarantee.






- 9 - 












 





8.2                                     
Payment of Costs and Expenses


The Guarantor shall pay
to the Trustee on demand all costs and expenses of the Trustee, its officers,
employees and agents and any receiver or receiver-manager appointed by it or by
a court in connection with this Agreement, including, without limitation, in
connection with:


8.2.1            
any actual or proposed amendment or modification hereof or any waiver
hereunder and all instruments supplemental or ancillary thereto;


8.2.2            
obtaining advice as to the Trustee’s rights and responsibilities under
this Agreement; and


8.2.3            
the defence, establishment, protection or enforcement of any of the
rights or remedies of the Trustee under this Agreement including, without
limitation, all costs and expenses of establishing the validity and
enforceability of, or of collection of amounts owing under, this Agreement;


and further including, without limitation, all of the reasonable fees,
expenses and disbursements of the Trustee’s lawyers, on a substantial indemnity
basis, incurred in connection therewith and all sales or value-added taxes
payable by the Trustee (whether refundable or not) on all such costs and
expenses.


8.3                                     
No Waiver


No delay on the part of
the Trustee in the exercise of any right, power or remedy hereunder or
otherwise shall operate as a waiver thereof, and no single or partial exercise
by the Trustee of any right, power or remedy shall preclude other or further
exercise thereof or the exercise of any other right, power or remedy.  No
action of the Trustee permitted hereunder shall in any way impair or affect its
rights, powers or remedies under this Agreement.


8.4                                     
Successors and Assigns


This Agreement shall be
binding upon the Guarantor and its successors and enure to the benefit of the
Trustee and its successors and assigns.


8.5                                     
Copy Received


The Guarantor
acknowledges receipt of a copy of this Agreement.













- 10 - 












 





IN
WITNESS WHEREOF the Guarantor has executed this Agreement as of the date
first above written.


	
  BROOKFIELD
  BRP EUROPE HOLDINGS (Bermuda) Limited

  
	
  by:

  	
  /s/ “Jane Sheere” 

  
	
   

  	
  Name:     Jane
  Sheere

  
	
   

  	
  Title:       Secretary

  
	
   

  	
   

  






 


 








- 11 -