New York, New York,
Boston, Massachusetts or London, England Office or such other Office as may be
agreed to by the parties in connection with a Transaction.
(4)
GOVERNING LAW; JURISDICTION. THIS AGREEMENT WILL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO ANY OTHERWISE APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS (OTHER THAN SECTIONS
5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, WHICH WILL APPLY).
SECTION 13(b)(i)(2) OF THE AGREEMENT IS HEREBY AMENDED BY DELETING "NON-"
WHEREVER IT APPEARS BEFORE THE WORD "EXCLUSIVE". SECTION 13(b)(i)(2) IS HEREBY
AMENDED BY ADDING "AND" TO THE END THEREOF AFTER THE SEMICOLON. SECTION
13(b)(ii) IS HEREBY AMENDED BY DELETING "AND" FROM THE END THEREOF. SECTION
13(b)(iii) OF THE AGREEMENT ISS HEREBY DELETED.
(5)
WAIVER OF JURY TRIAL. EACH PARTY HERETO EXPRESSLY WAIVES ANY RIGHT TO A
TRIAL BY JURY IN ANY JUDICIAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR ANY TRANSACTION (AS DEFINED IN THIS AGREEMENT) AND
ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO THE OTHER PARTY'S
ENTERING INTO THIS AGREEMENT.
(6)
LIMITATION OF LIABILITY. NO PARTY SHALL BE REQUIRED TO PAY OR BE LIABLE
FOR PUNITIVE, EXEMPLARY, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR INDIRECT DAMAGES
(WHETHER OR NOT ARISING FROM ITS NEGLIGENCE OR STRICT LIABILITY) TO ANY OTHER
PARTY; PROVIDED, HOWEVER, THAT NOTHING IN THIS PROVISION SHALL AFFECT THE
ENFORCEABILITY OF SECTION 6(e) OF THIS AGREEMENT OR THE OBLIGATION TO PAY ANY
AMOUNT REQUIRED PURSUANT TO SECTION 6(e) OF THIS AGREEMENT. IF AND TO THE EXTENT
ANY PAYMENT REQUIRED TO BE MADE PURSUANT TO THIS AGREEMENT IS DEEMED TO
CONSTITUTE LIQUIDATED DAMAGES, THE PARTIES ACKNOWLEDGE AND AGREE THAT SUCH
DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE AND THAT SUCH PAYMENT IS
INTENDED TO BE A REASONABLE APPROXIMATION OF THE AMOUNT OF SUCH DAMAGES AND NOT
A PENALTY.
(7)
[Intentionally Omitted].
(8)
Process Agent. For the purpose of Section 13(c) of the Agreement:
Party A appoints as its Process Agent: Not Applicable.
Party B appoints as its Process Agent: Not Applicable.
-33-
(9)
Addresses for Notices. For the purpose of Section 12(a) of this
Agreement:
The address for notices or other communications to Party A is:
Name: NextEra Energy US Partners Holdings, LLC
All Notices:
c/o NextEra Energy Partners GP, Inc.
Street: 700 Universe Blvd.
City: Juno Beach, FL Zip: 33408
Attn: Treasury
Phone: (561) 694-6204
Facsimile: (561) 694-3707
Duns: 08-043-9970
Federal Tax ID Number: 30-0815488
Address for notices or communications to Party B:-
Bank of America Merrill Lynch
1133 Avenue of the Americas
42nd Floor, NY1-533-42-01
New York, NY 10036-6710
Attention: Agreements & Documentation
Facsimile No.: (212) 548-8622
With a copy to the following address:-
Email: 
(10)
Credit Support Document. Each of the following, as amended, extended,
supplemented or otherwise modified in writing from time to time, is a "Credit
Support Document":
(i)
in respect of Party A:
(a)
A Guaranty dated as of the date hereof by NextEra Energy Operating Partners, LP
in