NEXTERA ENERGY PARTNERS, LP (Form: 8-K, Received: 05/17/2021 16:59:54)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of earliest event reported: May 16, 2021

Commission
File
Number

Exact name of registrant as specified in its
charter, address of principal executive offices and
registrant's telephone number

IRS Employer
Identification
Number

1-36518

NEXTERA ENERGY PARTNERS, LP

30-0818558

700 Universe Boulevard

Juno Beach, Florida 33408

(561) 694-4000

State or other jurisdiction of incorporation or organization: Delaware

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of exchange
on which registered

Common Units

NEP

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

SECTION 1 - REGISTRANT’S BUSINESS AND OPERATIONS

Item 1.01 Entry into a Material Definitive Agreement

On May 16, 2021, NextEra Energy Partners, LP (NEP) and two of its indirect subsidiaries, Genesis Solar Holdings, LLC (Genesis Holdings) and Genesis Solar Funding, LLC (Genesis Funding), entered into an amendment of its existing membership interest purchase agreement (as amended, membership purchase agreement) with certain investors (investors) including KKR Genesis TL Borrower LLC, which is the Class B purchaser representative and is affiliated with funds managed by Kohlberg Kravis Roberts & Co. L.P.. The amendments to the membership purchase agreement include, among other things, an increase in the aggregate Class B purchase price to be paid by the investors from approximately $1,095 million to $1,243 million, with the incremental amount entitled to earn the same pre-tax annual return as the existing amounts. As previously reported, the investors’ initial funding of $750 million of the Class B purchase price under the membership purchase agreement (initial funding) occurred on December 18, 2020. In connection with the initial funding, the investors acquired approximately 60% of the total noncontrolling Class B membership interests in Genesis Holdings (Class B membership interests). The remaining 40% of the Class B membership interests were acquired by Genesis Funding and will be sold to the investors in connection with their additional funding of approximately $493 million of the Class B purchase price (final funding), which is inclusive of the increased purchase price specified in the amendment and is expected to occur by the end of the second quarter of 2021, subject to the satisfaction of customary closing conditions.

In connection with the amendments to the membership purchase agreement, an amendment to the third amended and restated limited liability company agreement of Genesis Holdings (as amended, the LLC agreement) was also entered into as of May 16, 2021 between Genesis Solar Holdings and the Class B purchaser representative, amending certain provisions of the LLC agreement. Under the LLC agreement, NEP, through its indirect ownership of Genesis Funding, generally receives 75% of Genesis Holdings’ cash distributions for the first ten years after the initial funding, and the investors receive 25%, subject to certain adjustments, except that, until the final funding, NEP receives approximately 83% of Genesis Holdings’ cash distributions and the investors receive 17%. From the fifth to the tenth anniversary of the initial funding, NEP has the option (the buyout right), subject to certain limitations, to periodically purchase the Class B membership interests in Genesis Holdings at a buyout price that implies a fixed pre-tax annual return of approximately 6.76% to the investors (inclusive of all prior distributions). If exercised, NEP has the right to pay a maximum of 100% of the buyout price in NEP non-voting common units, issued at the then current market price of NEP common units or cash (or any combination thereof), subject to conditions and limitations set forth in the LLC agreement. Under the LLC agreement, for all distribution dates after the tenth anniversary of the initial funding, or if certain minimum purchases under the buyout right have not occurred by any distribution date following June 18, 2026, then, in any such case, the investors' allocation of Genesis Holdings’ cash distributions payable with respect to Class B membership interests that the investors still own will increase to 99%, subject to certain adjustments.

The foregoing description of the amendments to the membership purchase agreement and the LLC agreement are qualified in their entirety by reference to the Amendment to Membership Interest Purchase Agreement and Amendment No. 1 to Third Amended and Restated Limited Liability Company Agreement, respectively, which are filed as Exhibits 2.1 and 10.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.


Exhibit Number						Description
2.1						Amendment to Membership Interest Purchase Agreement, dated as of May 16, 2021, among Genesis Solar Holdings, LLC, NextEra Energy Partners, LP, Genesis Solar Funding, LLC and the Class B purchasers thereto
10.1						Amendment No. 1 to Third Amended and Restated Limited Liability Company Agreement of Genesis Solar Holdings, LLC, dated as of May 16 , 2021
101						Interactive data files for this Form 8-K formatted in Inline XBRL
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: May 17, 2021


NEXTERA ENERGY PARTNERS, LP
(Registrant)


JAMES M. MAY
James M. May Controller and Chief Accounting Officer

Exhibit 2.1

Execution Copy

AMENDMENT TO

MEMBERSHIP INTEREST PURCHASE AGREEMENT

This AMENDMENT (this “Amendment”) to the Membership Interest Purchase Agreement, dated as of November 2, 2020 (as amended from time to time, the “Purchase Agreement”), is made and entered into as of May 16, 2021, by and among Genesis Solar Funding, LLC, a Delaware limited liability company (the “Class A Purchaser”), Genesis Solar Holdings, LLC, a Delaware limited liability company (the “Company”), KKR Genesis TL Borrower LLC, a Delaware limited liability company, as a Class B Purchaser and as the Class B Purchaser Representative, and NextEra Energy Partners, LP, a Delaware limited partnership (“NEP”). Each of the Class A Purchaser, the Company, the Class B Purchaser Representative, and NEP is referred to herein individually as a “Party,” and collectively as the “Parties.”

WHEREAS, each of the Parties is party to the Purchase Agreement;

WHEREAS, pursuant to Section 8.04 of the Purchase Agreement, no amendment of the Purchase Agreement shall be effective unless signed by each of the parties thereto affected by such amendment;

WHEREAS, the Parties wish to amend certain provisions of the Purchase Agreement as set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree to the following terms and conditions:

ARTICLE I
DEFINITIONS AND AMENDMENTS TO DEFINED TERMS

1.1 Definitions. Unless otherwise defined herein, capitalized terms used in this Amendment shall have the respective meanings ascribed to such terms in the Purchase Agreement.

1.2 Amendments to Defined Terms in Section 1.01.

(a) A new defined term “Acquisition Date” shall be added to Section 1.01 of the Purchase Agreement as follows:

“Acquisition Date” has the meaning set forth in the A&R LLC Agreement.

(b) The defined term “Aggregate Class B Purchased Units” in Section 1.01 of the Purchase Agreement is hereby deleted and replaced in its entirety and replaced with the following:

“Aggregate Class B Purchased Units” means the total number of Class B Units set forth in Section I of Schedule A hereto, which number shall equal the sum of (a) the number of Additional Aggregate Class B Purchased Units issued and sold by the Company to the


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Class A Purchaser at the Initial Issuance, as set forth opposite the name of the Class A Purchaser in Section II of Schedule A, and (b) the number of Initial Aggregate Class B Purchased Units issued and sold by the Company to the Class B Purchaser(s) at the Initial Closing, as set forth opposite the name of the Class B Purchaser(s) in Section II of Schedule A.

“Assignee” has the meaning set forth in the A&R LLC Agreement.

(d) The defined term “Class B Purchase Price” in Section 1.01 of the Purchase Agreement is hereby deleted and replaced in its entirety with the following:

“Class B Purchase Price” means an aggregate amount of one billion two hundred forty-three million U.S. dollars ($1,243,000,000), as may be adjusted pursuant to Section 2.16, and consistent with the assumptions and procedures set forth in Schedule I.

(e) The defined term “Credit Agreement” in Section 1.01 of the Purchase Agreement is hereby deleted and replaced in its entirety with the following:

“Credit Agreement” means the fully executed credit agreement, dated as of the Execution Date among KKR Genesis TL Parent LLC, the Class B Purchaser Representative, the lenders party thereto, and MUFG Bank, Ltd., as administrative agent, as amended by Amendment No. 1 to the Credit Agreement, effective as of December 18, 2020, and as amended by Amendment No. 2 to the Credit Agreement, effective as of May 16, 2021, and as may be further amended, amended and restated, supplemented, or otherwise modified in accordance with Section 5.04(a).

(f) The defined term “Initial Aggregate Class B Purchase Price” in Section 1.01 of the Purchase Agreement is hereby deleted and replaced in its entirety with the following:

“Initial Aggregate Class B Purchase Price” means such aggregate Class B Purchase Price paid by the Class B Purchasers to the Company in respect of the Initial Aggregate Class B Purchased Units, which aggregate amount is set forth opposite the names of the Class B Purchaser(s) in Section II of Schedule A hereto.

(g) The defined term “Initial Aggregate Class B Purchased Units” in Section 1.01 of the Purchase Agreement is hereby deleted and replaced in its entirety with the following:

“Initial Aggregate Class B Purchased Units” means such aggregate number of Class B Units as is set forth opposite the name of the Class B Purchaser(s) in Section II of Schedule A hereto.

(h) A new defined term “Member” shall be added to Section 1.01 of the Purchase Agreement as follows:


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“Member” has the meaning set forth in the A&R LLC Agreement.

(i) A new defined term “Proportionate Class B Allocation” shall be added to Section 1.01 of the Purchase Agreement as follows:

“Proportionate Class B Allocation” means, with respect to the Class B Units held by any Member or Assignee as of any date, such number of Class B Units then held by such Member or Assignee consisting, as nearly as possible, of (a) 68.4869% of Class B Units whose Acquisition Date is the Initial Closing Date and (b) 31.5131% of Class B Units whose Acquisition Date is the Additional Closing Date.

(j) The defined term “Purchased Units” in Section 1.01 of the Purchase Agreement is hereby deleted and replaced in its entirety with the following:

“Purchased Units” means, (i) with respect to the Class A Purchaser, (x) the Class A Purchased Units and (y) from the Initial Issuance until the Additional Class B Units Contribution immediately prior to the Additional Closing, the Additional Aggregate Class B Purchased Units and (ii) with respect to each Class B Purchaser, (x) from and after the Initial Closing, the Initial Individual Class B Purchased Units of such Class B Purchaser, plus (y) from and after the Additional Closing, the Additional Individual Class B Purchased Units purchased by such Class B Purchaser at the Additional Closing, in each case, pursuant to the terms of this Agreement.

ARTICLE II
OTHER AMENDMENTS TO AND AGREEMENTS REGARDING THE PURCHASE AGREEMENT

2.1 Amendment to Section 2.08. A new subsection, Section 2.08(d), shall be added to the end of Section 2.08 of the Purchase Agreement as follows:

(d) If there shall be more than one Class B Purchaser acquiring Class B Units at the Additional Closing, as set forth in Section III of Schedule A hereto, then the number of Additional Individual Class B Purchased Units to be acquired by each such Class B Purchaser at the Additional Closing shall consist of such number of Class B Units as shall result in each such Class B Purchaser holding a Proportionate Class B Allocation of Class B Units immediately following the Additional Closing.

2.2 Amendment to Section 4.06(a). The defined term “Debt Financing” in Section 4.06(a) of the Purchase Agreement is hereby amended so that the words “six hundred and seventy-five million U.S. dollars ($675,000,000)” are hereby deleted and replaced in their entirety with the words “seven hundred fifty-five million U.S. dollars ($755,000,000).”

2.3 Amendments to Schedule A. Effective as of immediately following the Initial Closing, Schedule A to the Purchase Agreement is hereby deleted and replaced in its entirety with the form of Schedule A attached hereto. Section III of Schedule A to the Purchase Agreement shall be updated upon the Additional Closing.


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2.4 Class B Unit Split. For the avoidance of doubt, the Parties agree that the number of Additional Aggregate Class B Purchased Units to be contributed to the Company by the Class A Purchaser and issued and sold to the Class B Purchasers at the Additional Closing (if any) shall be after giving effect to the Class B Unit Split (as such term is defined in that certain Amendment No. 1 to the Third Amended and Restated Limited Liability Company Agreement of the Company entered into on the date hereof).

ARTICLE III
MISCELLANEOUS

3.1 Consent of Class B Purchaser Representative. As a result of the amendments set forth in this Amendment, including the increase in the amount of the Class B Purchase Price and the amount of the Debt Financing set forth herein, the Initial Additional Closing Portfolio Project Model will reflect changes to the value of the inputs, assumptions, or methodology contained in the Portfolio Project Model (in addition to the Additional Closing Model Input Updates) that are different from those set forth in the Initial Closing Portfolio Project Model. By execution of this Amendment, the undersigned Class B Purchaser Representative, on behalf of itself and all Class B Purchasers (and upon approval of those Class B Purchasers representing the right to acquire at least a majority of the Additional Aggregate Class B Purchased Units at the Additional Closing), hereby consents to the changes to the value of the inputs, assumptions, or methodology contained in the Portfolio Project Model (other than the Additional Closing Model Input Updates) that are different from those set forth in the Initial Closing Portfolio Project Model.

3.2 No Other Modification. Except as expressly amended or modified by this Amendment, the Purchase Agreement, as amended hereby, is and shall remain unmodified and in full force and effect until its termination or further amendment in accordance with its terms. From and after the date hereof, any reference to the Purchase Agreement shall mean the Purchase Agreement as amended hereby.

3.3 Governing Law. This Amendment, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of, or relate to this Amendment or the negotiation, execution, or performance of this Amendment, will be construed in accordance with and governed by the Laws of the State of Delaware without regard to principles of conflicts of laws.

3.4 Incorporation by Reference. Section 8.02, Sections 8.04 through 8.07, Sections 8.09 through 8.11, and Section 8.14 of the Purchase Agreement are hereby incorporated by reference into this Amendment and the terms thereof shall be applied to this Amendment, mutatis mutandis.

3.5 Counterparts. This Amendment may be executed and delivered (including by facsimile transmission or by electronic delivery) in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties, it being understood that all Parties need not sign the same counterpart.

* * *


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IN WITNESS WHEREOF, each Party has caused this Amendment to be signed on its behalf on the day and year first written above.

GENESIS SOLAR HOLDINGS, LLC

By: JOHN W. KETCHUM
Name: John W. Ketchum
Title: President

GENESIS SOLAR FUNDING, LLC

By: JOHN W. KETCHUM
Name: John W. Ketchum
Title: President

NEXTERA ENERGY PARTNERS, LP

By: JOHN W. KETCHUM
Name: John W. Ketchum
Title: President

Amendment to Membership Interest Purchase Agreement

CLASS B PURCHASER REPRESENTATIVE:

KKR GENESIS TL BORROWER LLC

By: BRANDON FREIMAN
Name: Brandon Freiman
Title: Manager and President

Amendment to Membership Interest Purchase Agreement

Schedule A

Capitalization and Purchaser Allocations

Section I – Capitalization of the Company (as of the Execution Date and immediately prior to the Initial Issuance)


Class A Units			Aggregate Class B Units
1,766,226,491.61 Class A Units			1,000,000 Class B Units

Section II – Initial Issuance and Initial Closing


Name and Address of Purchaser	Capital Contributions	Pro Rata Share	Number and Class of Membership Interests Acquired at Initial Issuance or Initial Closing
Class A Purchaser: Genesis Solar Funding, LLC c/o NextEra Energy Partners, LP 700 Universe Boulevard Juno Beach, Florida 33408 Attention: Treasurer and Daniel Lotano E-mail: Daniel.Lotano@nexteraenergy.com	$1,171,226,491.61	N/A	1,766,226,491.61 Class A Units and 315,131 Class B Units
Class B Purchaser(s): KKR Genesis TL Borrower LLC c/o Kohlberg Kravis Roberts & Co. L.P. 9 West 57th Street, Suite 4200 New York, NY 10019 Attention: General Counsel; Kate Casey E-mail: neon@kkr.com Kate.Casey@kkr.com with a copy to (which shall not constitute notice) Kirkland & Ellis LLP 609 Main Street, Suite 4700 Houston, TX 77002 Attention: John D. Pitts, P.C.; Roald Nashi, P.C. Email: john.pitts@kirkland.com roald.nashi@kirkland.com	$750,000,000	100%	684,869 Class B Units


			Schedule A – Page 1

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Section III – Additional Closing1


Name and Address of Purchaser	Capital Contributions	Pro Rata Share	Number and Class of Membership Interests
Class A Purchaser: Genesis Solar Funding, LLC c/o NextEra Energy Partners, LP 700 Universe Boulevard Juno Beach, Florida 33408 Attention: Treasurer and Daniel Lotano E-mail: Daniel.Lotano@nexteraenergy.com	N/A	N/A	35,324,529,832.20 Class A Units
Class B Purchaser(s): KKR Genesis TL Borrower LLC c/o Kohlberg Kravis Roberts & Co. L.P. 9 West 57th Street, Suite 4200 New York, NY 10019 Attention: General Counsel; Kate Casey E-mail: neon@kkr.com Kate.Casey@kkr.com with a copy to (which shall not constitute notice) Kirkland & Ellis LLP 609 Main Street, Suite 4700 Houston, TX 77002 Attention: John D. Pitts, P.C.; Roald Nashi, P.C. Email: john.pitts@kirkland.com roald.nashi@kirkland.com	$[●]* * [The Additional Individual Class B Purchase Price of such Class B Purchaser]	[●]* * [Pro Rata Share of such Class B Purchaser with respect to the Additional Closing]	[●] Class B Units* * [The Additional Individual Class B Purchased Units of such Class B Purchaser]

1 Note to Draft: Section III to be updated at the Additional Closing.


			Schedule A – Page 2

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Exhibit 10.1

Execution Copy

AMENDMENT NO. 1 TO

THIRD AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

This AMENDMENT NO. 1 (this “Amendment No. 1”) to the Third Amended and Restated Limited Liability Company Agreement, dated as of December 18, 2020 (as amended from time to time, the “LLC Agreement”), of Genesis Solar Holdings, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of May 16, 2021, and effective as of the Applicable Effective Time (as defined below), by and among Genesis Solar Funding, LLC, a Delaware limited liability company and the Managing Member of the Company (“NEP Member”), and KKR Genesis TL Borrower LLC, a Delaware limited liability company, as a Class B Member and as the Class B Member Representative. Each of NEP Member and the Class B Member Representative is referred to herein individually as a “Party,” and collectively as the “Parties.”

WHEREAS, pursuant to Section 13.04 of the LLC Agreement, the LLC Agreement may be amended, subject to Section 6.03(a) of the LLC Agreement, by a written instrument executed by the Managing Member;

WHEREAS, the Managing Member and the Class B Member Representative (on behalf of all Class B Members) wish to amend certain provisions of the LLC Agreement on the terms set forth herein, which amendments shall be effective (i) except as provided in clause (ii) below, immediately upon, and subject to, the consummation of the Additional Closing and (ii) solely with respect to the provisions of Section 2.16, including, without limitation, the amendments to Exhibit A to the LLC Agreement set forth in such Section 2.16, immediately as of the Class A/Class B Unit Split Effective Time (as defined below) (the “Applicable Effective Time”), and this Amendment No. 1, and the terms and provisions hereof, have been approved and consented to by the Managing Member and by Class B Member Approval.

ARTICLE I
DEFINITIONS AND AMENDMENTS TO DEFINED TERMS

1.1 Definitions. Unless otherwise defined herein, capitalized terms used in this Amendment No. 1 shall have the respective meanings ascribed to such terms in the LLC Agreement.

1.2 Amendments to Defined Terms in Section 1.01.

(a) The defined term “20% Condition” in Section 1.01 of the LLC Agreement is hereby deleted in its entirety and the following new defined term shall be added to Section 1.01 of the LLC Agreement as follows:


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10% Condition has the meaning assigned that term in Section 5.01(b).

(b) A new defined term “Amendment No. 1” shall be added to Section 1.01 of the LLC Agreement as follows:

Amendment No. 1 means that certain Amendment No. 1 to this Agreement, dated as of May 16, 2021, by and among the Managing Member and the Class B Member Representative.

Class A Unit Split has the meaning ascribed to that term in Amendment No. 1.

(d) A new defined term “Class A/B Unit Split Effective Time” shall be added to Section 1.01 of the LLC Agreement as follows:

Class A/B Unit Split Effective Time has the meaning ascribed to that term in Amendment No. 1.

(e) A new defined term “Class B Unit Split” shall be added to Section 1.01 of the LLC Agreement as follows:

Class B Unit Split has the meaning ascribed to that term in Amendment No. 1.

(f) The defined term “Distribution Adjustment Date” in Section 1.01 of the LLC Agreement is hereby amended so that the words “20% Condition” in clause (a) thereof are deleted and replaced in their entirety with the words “10% Condition.”

(g) The defined term “First Distribution Adjustment Period” in Section 1.01 of the LLC Agreement is hereby deleted in its entirety and replaced as follows:

First Distribution Adjustment Period means the period commencing on June 18, 2026, and continuing through December 17, 2027.

(h) The defined term “Guaranteed Tax Credit Dispute” in Section 1.01 of the LLC Agreement is hereby amended so that the words “discount rate of six and three quarters percent (6.75%)” in clause (b)(i) thereof are deleted and replaced in their entirety with the words “discount rate of six and seventy-six hundredths percent (6.76%).”

(i) The defined term “Maximum Amount” in Section 1.01 of the LLC Agreement is hereby deleted in its entirety and replaced as follows:

Maximum Amount means, as of any date of determination, the principal amount of the loans borrowed under the Credit Agreement on the Effective Date and the Additional Closing Date, plus additional amounts owed thereunder as of such date pursuant to the terms of the Credit Agreement as in effect on the date hereof, minus any repayments of


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principal of under the Credit Agreement through such date; provided, however, that the Maximum Amount on any date of determination shall not exceed seven hundred fifty-five million dollars ($755,000,000.00).

(j) A new defined term “Proportionate Class B Allocation” shall be added to Section 1.01 of the LLC Agreement as follows:

Proportionate Class B Allocation means, with respect to the Class B Units held by any Member or Assignee as of any date, such number of Class B Units then held by such Member or Assignee consisting, as nearly as possible, of (a) 68.4869% of such Class B Units whose Acquisition Date is the Initial Closing Date and (b) 31.5131% of such Class B Units whose Acquisition Date is the Additional Closing Date.

(k) The defined term “Second Distribution Adjustment Period” in Section 1.01 of the LLC Agreement is hereby deleted in its entirety and replaced as follows:

Second Distribution Adjustment Period means the period commencing on December 18, 2027, and continuing through the day immediately preceding the Flip Date.

ARTICLE II
OTHER AMENDMENTS TO LLC AGREEMENT

2.1 Amendment to Section 5.01(a). Section 5.01(a) of the LLC Agreement is hereby amended so that the words “prior to September 18, 2027” are deleted and replaced in their entirety with the words “prior to June 18, 2026.”

2.2 Amendment to Section 5.01(b). The proviso in Section 5.01(b) of the LLC Agreement is hereby amended so that the words “an aggregate of twenty percent (20%) or more of the number of Class B Units outstanding on the Additional Closing Date (or, if no Additional Closing Date has occurred, the Initial Closing Date) (the “20% Condition”)” are deleted and replaced in their entirety with the words “an aggregate of ten percent (10%) or more of the number of Class B Units outstanding on the Additional Closing Date (or, if no Additional Closing Date has occurred, the Initial Closing Date (after giving effect to the Class B Unit Split or any other split of the Class B Units occurring following the Class A/Class B Unit Split Effective Time)) (the “10% Condition”).”

2.3 Amendment to Section 5.01(c). The proviso in Section 5.01(c) of the LLC Agreement is hereby amended so that the words “(or, if no Additional Closing Date has occurred, the Initial Closing Date)” are deleted and replaced in their entirety with the words “(or, if no Additional Closing Date has occurred, the Initial Closing Date (after giving effect to the Class B Unit Split or any other split of the Class B Units occurring following the Class A/Class B Unit Split Effective Time)).”


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2.4 Amendments to Section 5.01(d).

(a) Clause (i) of Section 5.01(d) of the LLC Agreement is hereby amended so that the words “twenty percent (20%) to the holders of Class A Units” are deleted and replaced in their entirety with the words “one percent (1%) to the holders of Class A Units.”

(b) Clause (ii) of Section 5.01(d) of the LLC Agreement is hereby amended so that the words “eighty percent (80%) to the holders of Class B Units” are deleted and replaced in their entirety with the words “ninety-nine percent (99%) to the holders of Class B Units.”

(c) The proviso in Section 5.01(d) of the LLC Agreement is hereby amended so that the words “sixty-five percent (65%)” are deleted and replaced in their entirety with the words “eighty-five percent (85%).”

(d) The proviso in Section 5.01(d) of the LLC Agreement is hereby amended so that the words “thirty percent (30%)” are deleted and replaced in their entirety with the words “thirty-five percent (35%).”

(e) The proviso in Section 5.01(d) of the LLC Agreement is hereby amended so that the words “(or, if no Additional Closing Date has occurred, the Initial Closing Date)” are deleted and replaced in their entirety with the words “(or, if no Additional Closing Date has occurred, the Initial Closing Date (after giving effect to the Class B Unit Split or any other split of the Class B Units occurring following the Class A/Class B Unit Split Effective Time)).”

2.5 Amendment to Section 5.03.

(a) The first sentence of Section 5.03 of the LLC Agreement is hereby amended so that the words “six and three quarters percent (6.75%)” in clause (c) thereof are deleted and replaced in their entirety with the words “six and seventy-six hundredths percent (6.76%).”

(b) The last sentence of Section 5.03 of the LLC Agreement is hereby amended so that the words “eighty percent (80%) of such proceeds” are deleted and replaced in their entirety with the words “ninety-nine percent (99%) of such proceeds.”

2.6 Amendment to Section 7.01(a). A new sentence is hereby added immediately before the penultimate sentence of Section 7.01(a) of the LLC Agreement, to read in its entirety as follows:

Notwithstanding any other provision of this Article 7, any Disposition of Class B Units by any Class B Member or Assignee (other than NEP Member and its Affiliates holding Class B Units) may be effected only if such Class B Member or Assignee Disposes of Class B Units constituting a Proportionate Class B Allocation of such Class B Member’s or Assignee’s Class B Units, in accordance with the other requirements of this Section 7.01.

2.7 Amendment to Section 7.02(a). Section 7.02(a) of the LLC Agreement is hereby amended so that the words “six and three quarters percent (6.75%)” therein are deleted and replaced in their entirety with the words “six and seventy-six hundredths percent (6.76%).”


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2.8 Amendment to Section 7.02(c). A new clause (iii) is hereby added to Section 7.02(c) of the LLC Agreement to read in its entirety as follows (and the remaining clauses of Section 7.02(c) shall accordingly be renumbered):

(iii) the Class B Units purchased from each Class B Member pursuant to any exercise of the Call Option shall consist of a Proportionate Class B Allocation of such Class B Member’s Class B Units;

2.9 Amendment to Section 7.02(n). Clause (ii) of Section 7.02(n) of the LLC Agreement is hereby amended to insert the words “, which Class B Units shall be held in a Proportionate Class B Allocation” at the end of such clause (ii) after the words “Class B Units.”

2.10 Amendment to Section 7.03(a). Clause (i) of Section 7.03(a) of the LLC Agreement is hereby amended so that the words “seven and three quarters percent (7.75%)” therein are deleted and replaced in their entirety with the words “seven and seventy-six hundredths percent (7.76%).”

2.11 Amendment to Section 7.03(g). Clause (ii) of Section 7.03(g) of the LLC Agreement is hereby amended to insert the words “, which Class B Units shall be held in a Proportionate Class B Allocation” at the end of such clause (ii) after the words “Class B Units.”

2.12 Amendment to Section 7.04(a). Section 7.04(a) of the LLC Agreement is hereby amended so that the words “six and three quarters percent (6.75%)” therein are deleted and replaced in their entirety with the words “six and seventy-six hundredths percent (6.76%).”

2.13 Amendment to Section 7.04(b). A new sentence is hereby added to the end of Section 7.04(b) of the LLC Agreement to read in its entirety as follows:

The Class B Units purchased from each COC Member pursuant to the exercise of such Class B COC Option shall consist of a Proportionate Class B Allocation of such COC Member’s Class B Units;

2.14 Amendment to Section 7.04(h). Clause (ii) of Section 7.04(h) of the LLC Agreement is hereby amended to insert the words “, which Class B Units shall be held in a Proportionate Class B Allocation” at the end of such clause (ii) after the words “Class B Units.”

2.15 Amendment to Section 9.02(b)(ii). A new sentence is hereby added to the end of Section 9.02(b)(ii) of the LLC Agreement to read in its entirety as follows:

For the avoidance of doubt, any Capital Contribution made in respect of a Class B Unit on the Effective Date, Initial Closing Date, or, the Additional Closing Date (if any), as applicable, shall be deemed to have been made ratably across each Class B Unit resulting from the Class B Unit Split or any other split of the Class B Units occurring following the Class A/Class B Unit Split Effective Time with respect to such original Class B Unit.


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2.16 Class A Unit Split, Class B Unit Split, and Amendment to Exhibit A.

(a) Effective on the date of this Amendment No. 1, immediately upon the Parties’ execution and delivery of this Amendment No. 1 (the “Class A/Class B Unit Split Effective Time”), each issued and outstanding Class A Unit shall be automatically split and divided into twenty (20) Class A Units, without any action by the Company, the Managing Member, or any other Person (the “Class A Unit Split”). As a result of the Class A Unit Split, effective as of the Class A/Class B Unit Split Effective Time, after giving effect to the Class A Unit Split, the number of Class A Units shall be equal to 35,324,529,832.20 Class A Units (all of which shall be held by NEP Member as of the date hereof and after giving effect to the Class A Unit Split).

(b) Effective as of the Class A/Class B Unit Split Effective Time, each issued and outstanding Class B Unit (including all of the Initial Aggregate Class B Purchased Units and all of the Additional Aggregate Class B Units) shall be automatically split and divided into twenty (20) Class B Units, without any action by the Company, the Managing Member, any Class B Member, or any other Person (the “Class B Unit Split”). As a result of the Class B Unit Split, effective as of the Class A/Class B Unit Split Effective Time, after giving effect to the Class B Unit Split, (a) the number of Initial Aggregate Class B Purchased Units shall be equal to 13,697,380 Class B Units (all of which shall be held by the Initial Investor as of the date hereof and after giving effect to the Class B Unit Split), and (b) the number of Additional Aggregate Class B Purchased Units shall be equal to 6,302,620 Class B Units (all of which shall be held by NEP Member as of the date hereof and after giving effect to the Class B Unit Split).

(c) Effective immediately upon the Class A/Class B Unit Split Effective Time and after giving effect to the Class A Unit Split and the Class B Unit Split, Exhibit A to the LLC Agreement shall be deleted in its entirety and replaced with the form of Exhibit A attached hereto.

ARTICLE III
MISCELLANEOUS

3.1 Consent of Class B Member Representative. Pursuant to Section 6.03(a) of the LLC Agreement, without having first obtained Class B Member Approval, the Managing Member may not amend any provisions of the LLC Agreement in a manner that adversely affects the Class B Members’ interest in the Company or indirect interest in any Controlled Subsidiary. The Class B Member Representative, on behalf of itself and the Class B Members (constituting Class B Member Approval), by virtue of its execution of this Amendment No. 1 hereby consents, for all purposes of the LLC Agreement, to the amendment of the LLC Agreement as set forth herein.

3.2 No Other Modification. Except as expressly amended or modified by this Amendment No. 1, the LLC Agreement, as amended hereby, is and shall remain unmodified and in full force and effect until its termination or further amendment in accordance with its terms. From and after the Applicable Effective Time, any reference to the LLC Agreement shall mean the LLC Agreement as amended hereby.

3.3 Governing Law. This Amendment No. 1, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of, or relate to this Amendment


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No. 1 or the negotiation, execution, or performance of this Amendment No. 1, will be construed in accordance with and governed by the Laws of the State of Delaware without regard to principles of conflicts of laws.

3.4 Incorporation by Reference. Section 13.01 through Section 13.07 of the LLC Agreement are hereby incorporated by reference into this Amendment No. 1 and the terms thereof shall be applied to this Amendment No. 1, mutatis mutandis.

3.5 Counterparts. This Amendment No. 1 may be executed and delivered (including by facsimile transmission or by electronic delivery) in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties, it being understood that all Parties need not sign the same counterpart.

* * *


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IN WITNESS WHEREOF, each Party has caused this Amendment No. 1 to be signed on its behalf on the day and year first written above.

GENESIS SOLAR FUNDING, LLC,

as Managing Member

By: JOHN W. KETCHUM
Name: John W. Ketchum
Title: President

Signature Page to

Amendment No. 1 to Third Amended and Restated Limited Liability Company Agreement of Genesis Solar Holdings, LLC

CLASS B MEMBER REPRESENTATIVE:

KKR GENESIS TL BORROWER LLC

By: BRANDON FREIMAN
Name: Brandon Freiman
Title: Manager and President

Signature Page to

Amendment No. 1 to Third Amended and Restated Limited Liability Company Agreement of Genesis Solar Holdings, LLC

EXHIBIT A

MEMBERS

Section I. – Capitalization of the Company as of the Effective Date, immediately prior to the Initial Closing


Name and Address of Purchaser	Aggregate Capital Contributions	Number and Class of Membership Interests
Genesis Solar Funding, LLC c/o NextEra Energy Partners, LP 700 Universe Boulevard Juno Beach, Florida 33408 Attention: Treasurer and Daniel Lotano E-mail: Daniel.Lotano@nexteraenergy.com	$1,766,226,491.61	1,766,226,491.61 Class A Units and 315,131 Class B Units

Section II. – Capitalization of the Company as of immediately following the Initial Closing


Name and Address of Purchaser	Aggregate Capital Contributions	Number and Class of Membership Interests
Genesis Solar Funding, LLC c/o NextEra Energy Partners, LP 700 Universe Boulevard Juno Beach, Florida 33408 Attention: Treasurer and Daniel Lotano E-mail: Daniel.Lotano@nexteraenergy.com	$1,171,226,491.61	1,766,226,491.61 Class A Units and 315,131 Class B Units
KKR Genesis TL Borrower LLC c/o Kohlberg Kravis Roberts & Co. L.P. 9 West 57th Street, Suite 4200 New York, New York 10019 Attention: General Counsel Kate Casey E-mail: neon@kkr.com Kate.Casey@kkr.com with a copy to (which shall not constitute notice) Kirkland & Ellis LLP 609 Main Street, Suite 4700 Houston, Texas 77002 Attention: John D. Pitts, P.C.; Roald Nashi, P.C. Email: john.pitts@kirkland.com roald.nashi@kirkland.com	$750,000,000	684,869 Class B Units


			Exhibit A – Page 1

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Section III. – Capitalization of the Company after giving effect to the Class A Unit Split and the Class B Unit Split and upon consummation of the Additional Closing


Name and Address of Purchaser	Aggregate Capital Contributions	Number and Class of Membership Interests
Genesis Solar Funding, LLC c/o NextEra Energy Partners, LP 700 Universe Boulevard Juno Beach, Florida 33408 Attention: Treasurer and Daniel Lotano E-mail: Daniel.Lotano@nexteraenergy.com	$678,226,491.61	35,324,529,832.20 Class A Units
KKR Genesis TL Borrower, LLC c/o Kohlberg Kravis Roberts & Co. L.P. 9 West 57th Street, Suite 4200 New York, New York 10019 Attention: General Counsel Kate Casey E-mail: neon@kkr.com Kate.Casey@kkr.com with a copy to (which shall not constitute notice) Kirkland & Ellis LLP 609 Main Street, Suite 4700 Houston, Texas 77002 Attention: John D. Pitts, P.C.; Roald Nashi, P.C. Email: john.pitts@kirkland.com roald.nashi@kirkland.com	$1,243,000,000	13,697,380 Class B Units (previously acquired at the Initial Closing), plus 6,302,620 Class B Units (acquired at the Additional Closing)


			Exhibit A – Page 2

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Section IV.– Capitalization of the Company after giving effect to the Class A Unit Split and the Class B Unit Split and the Additional Closing


Name and Address of Purchaser	Aggregate Capital Contributions	Number and Class of Membership Interests
Genesis Solar Funding, LLC c/o NextEra Energy Partners, LP 700 Universe Boulevard Juno Beach, Florida 33408 Attention: Treasurer and Daniel Lotano E-mail: Daniel.Lotano@nexteraenergy.com	$678,226,491.61	35,324,529,832.20 Class A Units
KKR Genesis TL Borrower, LLC c/o Kohlberg Kravis Roberts & Co. L.P. 9 West 57th Street, Suite 4200 New York, New York 10019 Attention: General Counsel Kate Casey E-mail: neon@kkr.com Kate.Casey@kkr.com with a copy to (which shall not constitute notice) Kirkland & Ellis LLP 609 Main Street, Suite 4700 Houston, Texas 77002 Attention: John D. Pitts, P.C.; Roald Nashi, P.C. Email: john.pitts@kirkland.com roald.nashi@kirkland.com	$1,243,000,000	20,000,000 Class B Units


			Exhibit A – Page 3

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