Document

Exhibit 4.4

BROOKFIELD RENEWABLE PARTNERS L.P.


SECOND AMENDMENT TO THE
THIRD AMENDED AND RESTATED MASTER SERVICES AGREEMENT


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.  


WHEREAS the Parties desire to amend the Agreement to make certain amendments to the terms and conditions of the Agreement as set out herein;


NOW THEREFORE,


1.Amendments to Article 5 


Article 5 is hereby amended by adding the following provision after Section 5.1:


5.2                   Compensation Charges


5.2.1    The parties acknowledge and agree that, at the request of BEP, it may be desirable for employees and other personnel of any member of the BEP Group to receive long-term incentive compensation pursuant to one or more programs or other arrangements offered by any member of the Brookfield Group. In these cases, all or a portion of such long-term incentive compensation (including cash, options or other security-based compensation) paid or payable by the Brookfield Group to such employees or other personnel of the BEP Group shall be allocated to the applicable member of the BEP Group (a “Compensation Charge”). 


5.2.2    The amount of any Compensation Charge allocated to a member of the BEP Group shall be reported to the Nominating and Governance Committee of the Managing General Partner on an annual basis.


2.    Effective Date


This Amendment shall be effective upon the date first written above.


3.    Governing Law


This Amendment shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
















4.    General 


(a)    Except as modified herein, all terms and conditions of the Agreement shall remain in full force and effect.


(b)    This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall be construed together as one agreement.




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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.


                                                                        BROOKFIELD ASSET MANAGEMENT INC.


                                                                        By:      /s/ Kathy Sarpash_____________________
                                                                                    Name: Kathy Sarpash
                                                                                    Title:   Senior Vice President




BROOKFIELD RENEWABLE PARTNERS L.P., by its general partner, BROOKFIELD RENEWABLE PARTNERS LIMITED


                                                                        By:      /s/ Jane Sheere________________________
                                                                                    Name: Jane Sheere
                                                                                    Title:   Secretary




BROOKFIELD RENEWABLE ENERGY L.P., by its general partner, BREP HOLDING L.P., by its general partner, BRP BERMUDA GP LIMITED


                                                                        By:      /s/ Jane Sheere________________________
                                                                                    Name: Jane Sheere
                                                                                    Title:   Secretary




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 RENEWABLE ENERGY GROUP (BERMUDA) LIMITED


                                                                        By:      /s/ Jane Sheere________________________
                                                                                    Name: Jane Sheere
                                                                                    Title:   Secretary




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 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 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 BRP HOLDINGS (CANADA) INC.


                                                                        By:      /s/ Jennifer Mazin_____________________
                                                                                    Name: Jennifer Mazin
Title:   General Counsel and Corporate Secretary




BRP BERMUDA HOLDINGS I LIMITED


                                                                        By:      /s/ Jane Sheere________________________
                                                                                    Name: Jane Sheere
                                                                                    Title:   Secretary 




BROOKFIELD BRP EUROPE HOLDINGS (BERMUDA) LIMITED


                                                                        By:      /s/ Jane Sheere________________________
                                                                                    Name: Jane Sheere
                                                                                    Title:   Secretary




BROOKFIELD RENEWABLE INVESTMENTS LIMITED


                                                                        By:      /s/ Jane Sheere________________________
                                                                                    Name: Jane Sheere
                                                                                    Title:   Secretary


















BROOKFIELD RENEWABLE POWER PREFERRED EQUITY INC.


                                                                        By:      /s/ Jennifer Mazin_____________________
                                                                                    Name: Jennifer Mazin
Title:   General Counsel and Corporate Secretary




BROOKFIELD RENEWABLE PARTNERS ULC


                                                                        By:      /s/ Jennifer Mazin_____________________
Name: Jennifer Mazin             
Title:   General Counsel and Corporate Secretary                                                                    




BROOKFIELD RENEWABLE CORPORATION


                                                                        By:      /s/ Jennifer Mazin_____________________
                                                                                    Name: Jennifer Mazin
Title:   General Counsel and Corporate Secretary




BROOKFIELD BRP CANADA CORP.


By:      /s/ Bernard Cardinal___________________                                                                                                        Name: Bernard Cardinal 
Title:   Vice President


                                                                        By:      /s/ Walter Di Cesare___________________
                                                                                    Name: Walter Di Cesare
Title:   Senior Vice President, General Counsel & Secretary


















BROOKFIELD BRP HOLDINGS (US) INC.


                                                                        By:      /s/ Michael Tebbutt____________________
                                                                                    Name: Michael Tebbutt
Title:   Chief Financial Officer & Treasurer


                                                                        By:      /s/ Jacob Pollack_____________________
                                                                                    Name: Jacob Pollack
Title:   Senior Vice President, General     Counsel & Secretary